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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): January
22, 2024
iQSTEL Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
000-55984 |
45-2808620 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
|
|
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134 |
33134 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (954) 951-8191
|
________________________________________________
(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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
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 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
We have issued a press release and shareholder letter concerning our anticipated
revenue results for 2024, our agreement to acquire 51% of the capital stock of QXTEL, and other matters.
The press release and shareholder letter are furnished with this Current
Report on Form 8-K as Exhibits 99.1-99.2. The information furnished under this Item 7.01 and Item 9.01 of this Current Report on Form
8-K, including Exhibits 99.1-99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in
any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference
language in such filing, except as shall be expressly set forth by specific reference in any such 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 January 25, 2024
IQST – iQSTEL and QXTEL Announce a Deal To Become Quarter Billion
Revenue Corporation
NEW
YORK, January 22, 2024 -- iQSTEL Inc. (OTC-QX: IQST), and QXTEL LTD. ("QXTEL"), a London, United Kingdom based Telecommunications
Services Provider (www.qxtel.com) announced an agreement for iQSTEL to acquire 51% of QXTEL adding
QXTEL to the iQSTEL Telecom Division which includes Etelix, Swisslink, Smartbiz, Whisl, QGlobal SMS,
IoTLabs, and itsBchain.
The addition of QXTEL
to iQSTEL’s Telecom Division is expected to add more than $80 million in annual revenue. iQSTEL management anticipates the combined
sales of the two companies to initially generate $250 million in annual revenue before the accelerated growth anticipated from the synergies
of the combination. iQSTEL achieved a consolidated positive operating income in Q3 of 2023 one fiscal quarter ahead of forecast, and
the addition of QXTEL will further boost the Telecom Division of iQSTEL to forecast $3 million of positive operating income annually.
The founders and management
of QXTEL share iQSTEL’s vision to become one of the major international wholesale telecommunications operators providing voice,
messaging (A2P SMS) and enhanced value-added services. This acquisition will put the combined company in the select list of top operators.
iQSTEL management indicates
an 8-K disclosure detailing of the agreement announced today and the financing will be forthcoming imminently. The two companies expect
to finalize and close the acquisition agreement within the next 60 days. The companies expect to release additional details on the transaction
before the IQSTEL shareholders meeting.
Mr.
Leandro Iglesias, the CEO of iQSTEL stated the following in regard to the transaction: “We are very excited about the combination
of QXTEL with iQSTEL. QXTEL has a stellar reputation and a very well-respected name in the industry. The addition of QXTEL accelerates
iQSTEL’s goal of becoming one of the top international wholesale telecom businesses within the next 3 years.”
Mr.
Tolga Alemdar, the CEO of QXTEL stated the following in regard to the transaction: “We have been looking for a strategic partner
capable of not only supporting but also accelerating our growth objectives. Consequently, we are elated to have identified iQSTEL
as the ideal partner. The QXTEL management team will persist in overseeing the current QXTEL operations while simultaneously leveraging
the financial and synergistic advantages that arise from being part of the iQSTEL family.”
In alignment with the
agreement announced today, Tolga Alemdar will retain his position as Chief Executive Officer and Managing Director of QXTEL. Additionally,
Fernando Diaz Romero, Gonzalo Henschien, and Rami Herzallah, Chief members of the QXTEL Management Team, will continue in their respective
roles at QXTEL. The acquisition agreement is designed to uphold the current operations of QXTEL independently, ensuring seamless continuity
in customer relationships & company operations.
iQSTEL
management expects the QXTEL acquisition to accelerate the company’s current initiative to uplist to Nasdaq.
Prior to today’s announcement, iQSTEL
filed a Definitive Proxy Statement in conjunction with
an upcoming annual shareholder meeting scheduled on Wednesday January 31, 2023, at 10 am (EDT).
The annual shareholder meeting will go on as scheduled.
About IQSTEL:
iQSTEL
Inc. (OTC-QX: IQST) (www.iQSTEL.com)
is a US-based, multinational publicly listed company preparing for a Nasdaq up-listing with an FY2023 $120 million revenue forecast.
iQSTEL's mission is to serve basic human needs in today's modern world by making the necessary tools accessible regardless of race, ethnicity,
religion, socioeconomic status, or identity. iQSTEL recognizes that in today's modern world, the pursuit of the human hierarchy
of needs (physiological, safety, relationship, esteem and self-actualization) is marginalized without access to ubiquitous communications,
the freedom of virtual banking, clean affordable mobility and information and content. iQSTEL has 4 Business Divisions delivering accessibly
to the necessary tools in today's pursuit of basic human needs: Telecommunications, Fintech, Electric Vehicles and Metaverse.
| · | The Enhanced Telecommunications Services Division (Communications)
includes VoIP, SMS, International Fiber-Optic, Proprietary Internet of Things (IoT), and a Proprietary Mobile Portability Blockchain Platform. |
| · | The Fintech Division (Financial Freedom) includes remittances
services, top up services, Master Card Debit Card, a US Bank Account (No SSN required), and a Mobile App. |
| · | The Electric Vehicles (EV) Division (Mobility) offers Electric
Motorcycles and plans to launch a Mid Speed Cars. |
| · | The Artificial Intelligence (AI)-Enhanced Metaverse Division
(information and content) includes an enriched and immersive white label proprietary AI-Enhanced Metaverse platform to access products,
services, content, entertainment, information, customer support, and more in a virtual 3D interface. |
The company continues
to grow and expand its suite of products and services both organically and through mergers and acquisitions. iQSTEL has completed
10 acquisitions since June 2018 and continues to develop an active pipeline of potential future acquisitions.
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 information 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 partly 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. This press release does not constitute a public offer of any securities for sale.
Any securities offered privately will not be or have not been registered under the Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements.
iQSTEL
Inc.
IR US Phone: 646-740-0907
IR Email: investors@iqstel.com
Contact
Details
iQSTEL Inc.
+1 646-740-0907
investors@iqstel.com
Company
Website
www.iqstel.com
IQST – iQSTEL CEO Presents Acquisition of QXTEL as Hockey
Stick Growth Curve Event
NEW YORK, January 24, 2024 --
iQSTEL Inc. (OTC-QX: IQST) today released a letter to shareholders form the iQSTEL CEO, Leandro Iglesias, following the acquisition of
QXTEL (www.qxtel.com) announced yesterday. The letter is intended to provide further details on the
acquisition and highlight the benefits of the acquisition. The letter is included in its entirety below:
Dear Shareholders:
Yesterday we announced a major milestone resulting in a hockey
stick growth curve event, the acquisition of QXTEL.
iQSTEL and QXTEL Announce A Deal To Become Quarter Billion
Revenue Corporation
iQSTEL and QXTEL have entered into a binding agreement for iQSTEL
to acquire 51% of the capital stock of QXTEL. We expect all terms and conditions of this binding purchase agreement to be executed within
no more than 60 days at which time 51% of QXTEL’s shares will be transfer to IQSTEL.
To further demonstrate the commitment of all parties involved,
see QXTEL’s post yesterday on LinkedIn:
IQSTEL AND QXTEL ANNOUNCE
A DEAL TO BECOME QUARTER BILLION REVENUE CORPORATION
As I noted in the first line of my letter here today, this agreement
is a major milestone resulting in a hockey stick growth curve. Let me highlight some of the key aspects driving the momentum behind this
milestone.
The addition of QXTEL’s revenue alone nearly doubles iQSTEL’s
annual revenue before the acquisition, but that is barely the tip of the iceberg on the list of contributions QXTEL brings to the vision
of iQSTEL becoming a $1 Billion company.
QXTEL’s commercial value is far greater than its revenue
contributions alone. QXTEL adds improved operating margins with the addition of further operating efficiencies and synergies to be cross
leveled across the combined operations. QXTEL brings new and unique customers, and expanded executive talent and experience. The combination
of QXTEL with iQSTEL is one of those situations where 1 + 1 > 2.
Here are some of the stunning numerical metrics of iQSTEL resulting
from the acquisition that illustrate the value of the QXTEL acquisition:
| · | Revenue of approximately $700,000 per day |
| · | Gross margin of approximately $160,000 per week |
| · | Telecom Division Operating income of approximately $60,000 per week |
| · | Revenue Per Share (RPS) increase of 75% from $0.81 per share EOY 2023 to $1.40
per share applied to the same EOY 2023 capitalization structure. |
In addition to the improved financial metrics, QXTEL brings to
iQSTEL new and active top 10 incumbent wholesale telecom customers that own their own networks and bring end users from the Middle East,
UK, Belgium, France, Italy, Germany, Turkey, Africa, the Caribbean, and India. QXTEL is also a member of the GSMA association and the
GLF Community (The ITW Global Leaders’ Forum), and they have a global presence, with offices in Miami, Buenos Aires, Istanbul, London,
Belgrade and Dubai.
The highest value of this acquisition is the top telecommunication
executive talent at QXTEL which is one of the key features that makes the acquisition so compelling for iQSTEL. The names of the QXTEL
executives are essentially independent brand names well recognized within the international telecom industry.
It is important to remark that the acquisition agreement is intended
to maintain QXTEL operational continuity ensuring a seamless transition for all QXTEL customers.
We are delighted to have Tolga Alemdar retain his role as the
Chief Executive Officer and Managing Director of QXTEL. We are also pleased to have Fernando Diaz Romero, Gonzalo Henschien, and Rami
Herzallah, remain on board as Chief members of the QXTEL management team continuing in their respective roles at QXTEL.
The leadership of both iQSTEL and QXTEL have the same vision
to become one of the 10 largest wholesale telecommunication service providers in the world. This deal graduates us on to that top ten
list.
With the execution of the purchase agreement finalized, we will
now begin to integrate operations to achieve operational efficiencies and seize market synergies. Our focus is now on the horizon beyond
a quarter billion in annual revenue.
Our Independent Board of Directors and the Management want to
thank all our shareholders and investors for their support which has led to our stunning growth.
The best is yet to come,
Leandro Iglesias
CEO and Chairman
iQSTEL, Inc.
About IQSTEL:
iQSTEL
Inc. (OTC-QX: IQST) (www.iQSTEL.com)
is a US-based, multinational publicly listed company preparing for a Nasdaq up-listing with an FY2023 $120 million revenue forecast.
iQSTEL's mission is to serve basic human needs in today's modern world by making the necessary tools accessible regardless of race, ethnicity,
religion, socioeconomic status, or identity. iQSTEL recognizes that in today's modern world, the pursuit of the human hierarchy
of needs (physiological, safety, relationship, esteem and self-actualization) is marginalized without access to ubiquitous communications,
the freedom of virtual banking, clean affordable mobility and information and content. iQSTEL has 4 Business Divisions delivering accessibly
to the necessary tools in today's pursuit of basic human needs: Telecommunications, Fintech, Electric Vehicles and Metaverse.
| · | The Enhanced Telecommunications Services Division (Communications)
includes VoIP, SMS, International Fiber-Optic, Proprietary Internet of Things (IoT), and a Proprietary Mobile Portability Blockchain Platform. |
| · | The Fintech Division (Financial Freedom) includes remittances
services, top up services, Master Card Debit Card, a US Bank Account (No SSN required), and a Mobile App. |
| · | The Electric Vehicles (EV) Division (Mobility) offers Electric
Motorcycles and plans to launch a Mid Speed Cars. |
| · | The Artificial Intelligence (AI)-Enhanced Metaverse Division
(information and content) includes an enriched and immersive white label proprietary AI-Enhanced Metaverse platform to access products,
services, content, entertainment, information, customer support, and more in a virtual 3D interface. |
The company continues
to grow and expand its suite of products and services both organically and through mergers and acquisitions. iQSTEL has completed
10 acquisitions since June 2018 and continues to develop an active pipeline of potential future acquisitions.
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 information 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 partly 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. This press release does not constitute a public offer of any securities for sale.
Any securities offered privately will not be or have not been registered under the Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration requirements.
iQSTEL
Inc.
IR US Phone: 646-740-0907
IR Email: investors@iqstel.com
Contact
Details
iQSTEL Inc.
+1 646-740-0907
investors@iqstel.com
Company
Website
www.iqstel.com
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iQSTEL (QX) (USOTC:IQST)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
iQSTEL (QX) (USOTC:IQST)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
