Replies to post #41068 on iQSTEL Inc (IQST)

[KenFresno]

This post should be pinned. We need to keep pressure on the company not to head down the same road, again. Despite all the enthusiasm about this stock there is a chance, should the current trend of PR nonsense lately continue, we end up sub penny, no bid. Which BTW PSNX was at certain times.

[Knux]

Thanks for dropping back in, and especially thanks for helping people to fill in the blanks of this recent development.

To me, When the spinoff talk began, EVOSS became more than just another middleman product launch originally advertised as pioneering for large portions of market share, it became a haunting reminder of asset isolation/cap table tactics that can go south very quickly...at least for those holding common shares in the parent.

[trding]

The facts are: MSPC spun off Etelix and telecom business to create PSX PureSnax which then changed the ticker to IQST. MSPC promised all existing shareholders at the time a PERCENTAGE DIVIDEND IN $IQSTEL STOCK. ( At this time is referring to when MSPC still 100% owned and controlled etelix and the telecom businesses(which is now IQSTEL) ).

Etelix did a reverse merger in 2018 into PSX, at that time it was a privately held company, with Iglesias holding 51% ownership, who then became the CEO of IQST after the merger. See the purchase agreement below stating it was privately held and Iglesias had controlling interest.

https://www.otcmarkets.com/filing/html?id=12837027&guid=m8nwkaBVsNI2Iih

On June 25, 2018, PureSnax International, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Etelix.com USA, LLC., a privately held limited liability company incorporated under the laws of Florida (“Etelix”), and the members of Etelix. As a result of the transaction, Etelix became a wholly-owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 13,751,875 shares of the Company’s common stock were issued to the holders of Etelix in exchange for their membership interests of Etelix.



Further under the Purchase Agreement, as set forth more fully below, the current officers and directors of the Company have resigned and certain of the principals of Etelix have been appointed as officers and directors of the Company.



The Company entered into certain ancillary agreements (the “Ancillary Agreements”) noted in the Purchase Agreement, consisting of three Conversion Agreements the Company executed with Carmen Cabell, Patrick Gosselin and Mark Engler. The Conversion Agreements convert a portion of the Series A Preferred Stock held by these shareholders into shares of the Company’s common stock, and cancels the balance of the Series A Preferred Stock held by these shareholders. Following the execution of the Conversion Agreements, Mr. Gosselin owns 250,032 shares of common stock and no shares of preferred stock in the Company; Mr. Cabell owns 250,080 shares of common stock and no shares of preferred stock in the Company; and Mr. Engler owns 250,032 shares of common stock and no shares of preferred stock in the Company.



In addition, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $54,000; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $54,000; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $30,000. The Employment Agreements have a term of 36 months, are renewable automatically for 24 month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36 month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years.



As a result of their new Employment Agreements with the Company, Messrs. Iglesias, Silva and Quintana waived all rights to their existing employment agreements in Etelix.



Reference is made to that certain Transaction Agreement dated April 10, 2017, between Metrospaces, Inc., a Delaware corporation, and Leandro Jose Iglesias in representation of the shareholders of Etelix.com USA LLC. Certain provisions from the Transaction Agreement, which all parties agree has been terminated, were made part of the Purchase Agreement, as follows:



?
Under the Transaction Agreement, Metrospaces, Inc. agreed to pay Mr. Iglesias $2,040,000 USD in a combination of cash and stock for its 51% ownership interest in Etelix.com USA LLC. Of that amount, Metrospaces, Inc. has paid Mr. Iglesias $180,000 USD to date. The remaining amount of $1,860,000 USD will be payable by Metrospaces, Inc. to Mr. Iglesias in the form of a stock purchase agreement for $150,000 worth of stock in Metrospaces, Inc. and the balance in the form of a convertible promissory note in favor of Mr. Iglesias in the amount of $1,710,000 USD secured by a pledge of shares of common stock in the Company that Metrospaces, Inc. shall receive in connection with the Purchase Agreement; and