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Item 5. Market for Registrant’s Common Equity

2022-04-15 compared with 2021-04-15 · 75 added, 39 removed, 25 unchanged (82% of the section changed)

Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s

Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted under the symbol “IQST” on the OTCPink operated by OTC Markets Group, Inc.

Our common stock is quoted under the symbol “IQST” on the OTCQX

operated by OTC Markets Group, Inc.

Only a limited market exists for our securities.

There is no assurance that a regular trading market will develop, or if developed, that it will be sustained.

Therefore, a shareholder may be unable to resell his securities in our company.

The following tables set forth the range of high and low bid information for our common stock for the each of the periods indicated as reported by the OTCPink.

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

There is no assurance that a regular trading

market will develop, or if developed, that it will be sustained.

Therefore, a stockholder may be unable to resell his securities in our

The following tables set forth the range of high and low bid information

for our common stock for the each of the periods indicated as reported by the OTCQX.

These quotations reflect inter-dealer prices, without

retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending December 31, 2021

5 unchanged sentences

Fiscal Year Ending December 31, 2020

Quarter Ended

December 31, 2020

3 unchanged sentences

On April 7, 2022, the last sales price per share of our common stock was

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws;

(c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

(d) contains a toll-free telephone number for inquiries on disciplinary actions;

(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks;

and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock;

(b) the compensation of the broker-dealer and its salesperson in the transaction;

(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock.

The SEC has adopted rules that regulate broker-dealer practices in connection

with transactions in penny stocks.

Penny stocks are generally equity securities with a market price of less than $5.00, other than securities

registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information

with respect to transactions in such securities is provided by the exchange or system.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

(a) contains a

description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect

to a violation of such duties or other requirements of the securities laws;

market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

(d) contains a

toll-free telephone number for inquiries on disciplinary actions;

(e) defines significant terms in the disclosure document or in the conduct

of trading in penny stocks;

and (f) contains such other information and is in such form, including language, type size and format, as

the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction

in a penny stock, the customer with (a) bid and offer quotations for the penny stock;

(b) the compensation of the broker-dealer and its

salesperson in the transaction;

to the depth and liquidity of the market for such stock;

and (d) a monthly account statement showing the market value of each penny stock

held in the customer's account.

In addition, the penny stock rules require that prior to a transaction

in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock

is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement,

a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading

activity for our common stock.

Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of April 12, 2021, we had 136,881,964 shares of our common stock issued and outstanding, held by approximately 59 shareholders of record at our transfer agent, with additional shareholders holding our shares in street name.

We currently intend to retain future earnings for the operation of our business.

We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

In the event that a dividend is declared, common stockholders on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board of directors from funds legally available.

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

As of April 8, 2022, we had 149,357,358

shares of our common stock issued and outstanding, held by approximately 65 stockholders of record at our transfer agent,

with additional stockholders holding our shares in street name.

We currently intend to retain future earnings for the operation

of our business.

We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends

in the foreseeable future.

In the event that a dividend is declared, common stockholders

on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board

of directors from funds legally available.

There are no restrictions in our articles

of incorporation or bylaws that restrict us from declaring dividends.

The Nevada Revised Statutes, however, do prohibit us from declaring

dividends where, after giving effect to the distribution of the dividend:

We would not be able to pay our debts as they become due in the usual course of business;

Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

Our total assets would be less than the sum of our total liabilities, plus the amount that would be

needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Securities Authorized for Issuance under Equity Compensation Plans

1 unchanged sentence

Recent Sales of Unregistered Securities

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

During the year ended December 31, 2020, we issued 100,224,841 shares valued at $4,940,646 as follow:

· 23,937,500 shares issued for cash of $1,915,005

· 12,818,145 shares issued for settlement of debt of $889,093

· 6,267,600 shares issued for services valued at $647,858

· 1,150,000 shares issued for forbearance of debt of $92,250

During the year ended December 31, 2021, the Company

issued 51,638,526 shares of common stock, valued at fair market value on issuance as follows;

· 41,562,500 shares issued for cash of $6,536,250, of which $100,000 was recorded

as subscription receivable as of December 31, 2021.

The Company received the $100,000 on January 3, 2022.

· 2,230,394 shares, valued at $2,056,530, issued for settlement of debt of

· 195,000 shares for services valued at $284,700

· 1,320,000 shares issued to our management for compensation valued at $1,037,568

· 250,000 shares for forbearance of debt valued at $49,925

· 6,080,632 shares issued for conversion of debt of $422,295

· 9,476,218 shares issued for cashless exercised warrant.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder.

The holders represented their intention to acquire the securities for investment only and not with a view towards distribution.

These securities were issued pursuant to Section 4(2) of the Securities

Act and/or Rule 506 promulgated thereunder.

The holders represented their intention to acquire the securities for investment only and

not with a view towards distribution.

The investors were given adequate information about us to make an informed investment decision.

We did not engage in any general solicitation or advertising.

We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

We directed our transfer agent to issue the stock certificates with the

appropriate restrictive legend affixed to the restricted stock.

Selected Financial Data

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity