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lflhdy

01/25/24 9:09 PM

#49852 RE: lflhdy #49851

And the acquisition is not closed yet. A flat out lie.

mightymite1

01/26/24 9:56 AM

#49865 RE: lflhdy #49851

Way to much reading for me !!
https://ih.advfn.com/stock-market/USOTC/iqstel-qx-IQST/stock-news/93143124/form-8-k-current-report

One Question I Have on All This Reading is
Why Does IQST Have So Many "Has Not's"??
Is This Common Verbiage From Companies ??


(d) Financial Statements. Attached hereto as Exhibit D are the following financial statements (collectively the "Financial Statements"): (i) audited balance sheets and statements of comprehensive income, changes in equity, and cash flow as of and for the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022 for the Company; and (ii) unaudited balance sheets and statements of income, changes in equity, and cash flow (the "Most Recent Financial Statements") as of and for the six months ended June 30, 2023 (the "Most Recent Fiscal Month End) for the Company. Except as set forth on Section 4(d) of the Disclosure Schedules, each of the Financial Statements, including, in each case, any related notes: (i) is true, complete, and correct as of their respective dates, (ii) is in accordance with and supported by and consistent with the books and records of Company, (iii) is prepared in accordance with FRS consistently applied during the periods involved (except as otherwise disclosed in the notes thereto), and(iv) presents fairly the consolidated financial position and the consolidated results of operations, changes in: equity, and statements of cash flows of Company as of the dates and for the periods indicated subject, in the case of interim financial statements, to normal year-end adjustments.
(e) Events Subsequent to Most Recent Fiscal Month End. Since the Most Recent Fiscal Month End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing and except as set forth in Section 4(e) of the Disclosure Schedules, since the Most Recent Fiscal Month End:
(i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
(jj) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business;
(iii) no party (including the Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Company is a party or by which it is bound;
(iv) the Company has not imposed any Liens upon any of its assets, tangible or intangible;
(v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business;
(vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions);
(vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation;
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(viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities;
(ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business;
(x) the Company has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;
(xi) there has been no change made or authorized in the charter or memorandum of association of the Company;
(xii) the Company has not issued, sold, or otherwise disposed of any of its share capital, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its share capital;
(xiii) except as otherwise set forth in Section 5(c) hereof, the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its share capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its share capital;
(xiv) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;
(xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, employees and independent contractors outside the Ordinary Course of Business;
(xvi) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
(xvii) the Company has not granted any increase in the base compensation of any of its directors, officers, employees and independent contractors outside the Ordinary Course of Business;
(xviii) the Company has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, employees and independent contractors;
(xix) the Company has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business;
(xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;
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(xxi) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company;
(xxii) the Company has not discharged a material Liability or Lien outside the Ordinary Course of Business;
(xxiii) the Company has not made any loans or advances of money;