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SEC Comment Letter for iQSTEL Inc (IQST) (CIK 0001527702) (IQST) — Apr 4, 2019

iQSTEL Inc (IQST) (CIK 0001527702)
Date: April 4, 2019 · CIK: 0001527702 · Accession: 0000000000-19-006524

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File numbers found in text: 024-10950

Date
April 3, 2019
Author
Leandro Iglesias
Form
UPLOAD
Company
iQSTEL Inc (IQST) (CIK 0001527702)

Letter

April 3, 2019 Leandro Iglesias Chief Executive Officer iQSTEL Inc. 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 Re:iQSTEL Inc. Offering Statement on Form 1-A/A Filed on March 28, 2019 File no. 024-10950 Dear Mr. Iglesias: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 18, 2019 letter. Amended Form 1-A Filed on March 28, 2019 Cover Page 1.We note your response to prior comment 1. Please further revise Part I, Item 4 to reflect that the number of securities offered is 2,450,000, as opposed to 2,000,000. Also disclose that the portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders is $2,700,000 and the total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) is $14,700,000. Lastly, revise your responses in Item 4 regarding sales commissions and service providers to be consistent with your response to prior comment 4 that you do not have a sales agent as part of the primary offering.

FirstName LastNameLeandro Iglesias Comapany NameiQSTEL Inc. April 3, 2019 Page 2 FirstName LastName Leandro Iglesias iQSTEL Inc. April 3, 2019 Page 2 Exhibits 2.Portions of the form of subscription agreement you filed as an exhibit do not appear to relate to the offering or the company described in your offering statement. For example, it refers to the receipt of a "Prospectus" by the subscriber and that the Company has only recently been incorporated. There are also no references to the investor or investment limitations of your Tier 2 Regulation A offering. Please advise or revise. Lastly, please remove the subscriber representation that "he is not relying upon any representations by the Company or its representatives other than those contained in the Prospectus." Financial Statements Financial Statements, page F-1 3.Please update your financial statements pursuant to Part F/S(b)(3)(B), (b)(5) and (c) of Form 1-A. You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S. Littlepage, Accountant Branch Chief, at 202-551-3361, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other questions. Sincerely, Division of Corporation Finance Office of Telecommunications cc: Scott Doney

Show Raw Text
April 3, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A/A
Filed on March 28, 2019
File no. 024-10950
Dear Mr. Iglesias:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 18, 2019 letter.
Amended Form 1-A Filed on March 28, 2019
Cover Page
1.We note your response to prior comment 1. Please further revise Part I, Item 4 to reflect
that the number of securities offered is 2,450,000, as opposed to 2,000,000. Also disclose
that the portion of the aggregate offering price attributable to securities being offered on
behalf of selling securityholders is $2,700,000 and the total (the sum of the aggregate
offering price and aggregate sales in the four preceding paragraphs) is $14,700,000.
Lastly, revise your responses in Item 4 regarding sales commissions and service providers
to be consistent with your response to prior comment 4 that you do not have a sales agent
as part of the primary offering.

 FirstName LastNameLeandro Iglesias
 Comapany NameiQSTEL Inc.
 April 3, 2019 Page 2
 FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 3, 2019
Page 2
Exhibits
2.Portions of the form of subscription agreement you filed as an exhibit do not appear to
relate to the offering or the company described in your offering statement.  For example, it
refers to the receipt of a "Prospectus" by the subscriber and that the Company has only
recently been incorporated.  There are also no references to the investor or investment
limitations of your Tier 2 Regulation A offering.  Please advise or revise.  Lastly, please
remove the subscriber representation that "he is not relying upon any representations by
the Company or its representatives other than those contained in the Prospectus."
Financial Statements
Financial Statements, page F-1
3.Please update your financial statements pursuant to Part F/S(b)(3)(B), (b)(5) and (c) of
Form 1-A.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accountant Branch Chief,  at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Scott Doney