SEC Company Response from iQSTEL Inc (IQST) (CIK 0001527702) (IQST) — Oct 31, 2019
iQSTEL Inc (IQST) (CIK 0001527702)
Date: Oct. 31, 2019 · CIK: 0001527702 · Accession: 0001078782-19-000805
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10950
Letter
Via EDGAR United States Securities and Exchange Commission Attention: Paul Fisher Re: IQSTEL Inc. Offering Statement on Form 1-A/A Filed on September 25, 2019 File no. 024-10950
Dear Mr. Fisher:
I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of October 17, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed September 25, 2019 (the Comment Letter”).
Paragraph numbering used for each response corresponds to the numbering used in the Comment letter.
Amendment No.5 to Form 1-A filed September 25, 2019
Management's Discussion and Analysis Operating Expenses, page 8
1.For six months ended June 30, 2019, please expand to discuss the underlying factors that caused operating expenses with material changes i.e. Salaries, Wages and Benefits, Professional fees and Advertising costs.
In response to this comment, we have expanded the discussion on the underlying factors that caused operating expenses with material changes.
Description of Business
Recently completion of Acquisition of SwissLink Carrier AG, page 24
2.Please file the SwissLink acquisition agreement as an exhibit as well as the material outstanding loans from the seller of SwissLink that are referenced in the agreement and on page 24 of the offering circular.
In response to this comment, we have included the following documents as exhibits:
Exhibit 14.1 SwissLink acquisition agreement.
Exhibit 14.2 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG.
Exhibit 14.3 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG (English).
Exhibit 14.4 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler.
Exhibit 14.5 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler (English).
Exhibit 14.6 Certification of English translation of Loan Agreement and Loan Transfer Agreement.
Exhibit 14.7 SwissLink Shareholders resolution changing company name from Swissphone Carrier AG to Swisslink Carrier AG.
Exhibit 14.8 Loan agreement for CHF200,000 from Ralf Koehler to Swisslink Carrier AG.
Security Ownership of Certain Beneficial Owners and Management, page 37
3.Please re-insert Metrospaces Inc. in the beneficial ownership table.
In response to this comment, we have re-inserted Metrospaces Inc.
Consolidated Financial Statements as of and for Period Ended June 30, 2019 Notes to the Unaudited Consolidated Financial Statements
Note 13 - Subsequent Events , page F-29
4.You indicated that you issued 187,500 shares for the 51% equity interest of SwissLink Carrier AG in August, 2019. We further note in Exhibit 15.3 Unaudited Pro Forma Financial Statements that you issued 343,512 shares of common stock upon the closing of the transaction. Please explain the discrepancies and revise accordingly.
The payment for the acquisition of SwissLink Carrier AG, was agreed to be done with $50,000 in cash and the balance of $450,000 in common shares of iQSTEL with an initial price per share of $2.40; giving us a number of 187,500 shares ($450,000 / 2.40 $ per shares = 187,500 shares) to be issue; but the purchase agreement included a clause to adjust the number of shares to be ultimately issued if the price of the shares was less than $2.40 at the closing date. Since at the closing date the price of the shares was $1.31 the total shares to be issued to the Seller should be 343,512, and this was the total shares finally issue to the Seller.
The discrepancy is an involuntary error caused by the difference in share price for the final calculation of the number of shares that were to be issued and that were finally issued as explained above.
We have made the appropriated changes in order to be consistent in the information shown along the document and the exhibits.
Exhibit 15.2 Unaudited Financials for SwissLink Carrier AG for the Three Months Ended March 31, 2019, page 41
5.Please update and provide the unaudited interim financial statements and related footnote disclosure of SwissLink Carrier AG as of and for the six months ended June 30, 2019.
In response to this comment, we have updated the unaudited interim financial statements and related footnotes of SwissLink Carrier AG as of and for the six months ended June 30, 2019.
Exhibit 15.3 Unaudited Pro Forma Combined Financial Statements , page 41
Please update to reflect the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019.
In response to this comment, we have updated the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019.
Sincerely,
/s/ Leandro Iglesias
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CORRESP 1 filename1.htm SEC Response Letter IQSTEL Inc. 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 ____________________________________________________________________________________________________________ Via EDGAR October 29, 2019 United States Securities and Exchange Commission 100 F Street, N.E. Mailstop 3720 Washington D.C., 20549-7010 Attention: Paul Fisher Re: IQSTEL Inc. Offering Statement on Form 1-A/A Filed on September 25, 2019 File no. 024-10950 Dear Mr. Fisher: I write on behalf of IQSTEL Inc., (the “Company”) in response to Staff’s letter of October 17, 2019, by Division of Corporation Finance Office of Telecommunications, of the United States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Offering Statement on Form 1-A/A, filed September 25, 2019 (the Comment Letter”). Paragraph numbering used for each response corresponds to the numbering used in the Comment letter. Amendment No.5 to Form 1-A filed September 25, 2019 Management's Discussion and Analysis Operating Expenses, page 8 1.For six months ended June 30, 2019, please expand to discuss the underlying factors that caused operating expenses with material changes i.e. Salaries, Wages and Benefits, Professional fees and Advertising costs. In response to this comment, we have expanded the discussion on the underlying factors that caused operating expenses with material changes. Description of Business Recently completion of Acquisition of SwissLink Carrier AG, page 24 2.Please file the SwissLink acquisition agreement as an exhibit as well as the material outstanding loans from the seller of SwissLink that are referenced in the agreement and on page 24 of the offering circular. In response to this comment, we have included the following documents as exhibits: Exhibit 14.1 SwissLink acquisition agreement. Exhibit 14.2 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG. Exhibit 14.3 Loan agreement between Swissphone Wireless AG and Swissphone Carrier AG (English). Exhibit 14.4 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler. Exhibit 14.5 Loan transfer agreement between Swissphone Wireless AG and Ralf Koehler (English). Exhibit 14.6 Certification of English translation of Loan Agreement and Loan Transfer Agreement. Exhibit 14.7 SwissLink Shareholders resolution changing company name from Swissphone Carrier AG to Swisslink Carrier AG. Exhibit 14.8 Loan agreement for CHF200,000 from Ralf Koehler to Swisslink Carrier AG. Security Ownership of Certain Beneficial Owners and Management, page 37 3.Please re-insert Metrospaces Inc. in the beneficial ownership table. In response to this comment, we have re-inserted Metrospaces Inc. Consolidated Financial Statements as of and for Period Ended June 30, 2019 Notes to the Unaudited Consolidated Financial Statements Note 13 - Subsequent Events , page F-29 4.You indicated that you issued 187,500 shares for the 51% equity interest of SwissLink Carrier AG in August, 2019. We further note in Exhibit 15.3 Unaudited Pro Forma Financial Statements that you issued 343,512 shares of common stock upon the closing of the transaction. Please explain the discrepancies and revise accordingly. The payment for the acquisition of SwissLink Carrier AG, was agreed to be done with $50,000 in cash and the balance of $450,000 in common shares of iQSTEL with an initial price per share of $2.40; giving us a number of 187,500 shares ($450,000 / 2.40 $ per shares = 187,500 shares) to be issue; but the purchase agreement included a clause to adjust the number of shares to be ultimately issued if the price of the shares was less than $2.40 at the closing date. Since at the closing date the price of the shares was $1.31 the total shares to be issued to the Seller should be 343,512, and this was the total shares finally issue to the Seller. The discrepancy is an involuntary error caused by the difference in share price for the final calculation of the number of shares that were to be issued and that were finally issued as explained above. We have made the appropriated changes in order to be consistent in the information shown along the document and the exhibits. Exhibit 15.2 Unaudited Financials for SwissLink Carrier AG for the Three Months Ended March 31, 2019, page 41 5.Please update and provide the unaudited interim financial statements and related footnote disclosure of SwissLink Carrier AG as of and for the six months ended June 30, 2019. In response to this comment, we have updated the unaudited interim financial statements and related footnotes of SwissLink Carrier AG as of and for the six months ended June 30, 2019. Exhibit 15.3 Unaudited Pro Forma Combined Financial Statements , page 41 Please update to reflect the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019. In response to this comment, we have updated the unaudited pro forma combined financial statements as of and for the period ended June 30, 2019. Sincerely, /s/ Leandro Iglesias Leandro Iglesias