Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
iQstel Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
74624W209
(CUSIP Number)
November 12, 2020
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s)
Page 1 of 5 Pages
| CUSIP No. 74624W209 | 13G | Page 2 of 5 Pages |
| 1. | NAMES OF REPORTING PERSON |
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Capital Anstalt
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
(a) ☐
(b) ☐
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
Liechtenstein
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 8,528,835 Shares (1) |
| 6. | SHARED VOTING POWER - None |
| 7. | SOLE DISPOSITIVE POWER – 8,528,835 Shares (1) |
| 8. | SHARED DISPOSITIVE POWER – None |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - |
8,528,835 Shares (1)
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☒ |
The aggregate amount in Row 9 represents the maximum amount that Alpha Capital Anstalt can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion and/or exercise of Alpha Capital Anstalt’s securities would exceed this restriction.
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
| 9.99% |
| 12. | TYPE OF REPORTING PERSON |
| CO |
| (1) | Based on 85,373,720 shares of Common Stock of the Company outstanding as of November 11, 2020. |
| CUSIP No. 74624W209 | 13G | Page 3 of 5 Pages |
| ITEM 1 (a) | NAME OF ISSUER: iQstel Inc. |
| ITEM 1 (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
300 Aragon Avenue, Suite 375, Coral Gables, FL 33134-5051
| ITEM 2 (a) | NAME OF PERSON FILING: Alpha Capital Anstalt |
| ITEM 2 (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein
| ITEM 2 (c) | CITIZENSHIP: Liechtenstein |
| ITEM 2 (d) | TITLE OF CLASS OF SECURITIES: Common Stock |
| ITEM 2 (e) | CUSIP NUMBER: 74624W209 |
| ITEM 3 | IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): |
Not applicable
| ITEM 4 | OWNERSHIP |
| (a) | AMOUNT BENEFICIALLY OWNED: 8,528,835 Shares (1) |
| (b) | PERCENT OF CLASS: 9.99% |
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE |
8,528,835 Shares (1)
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE |
0 Shares
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
8,528,835 Shares (1)
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF |
0 Shares
| CUSIP No. 74624W209 | 13G | Page 4 of 5 Pages |
| ITEM 5 | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6 | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7 | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable
| ITEM 8 | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP |
Not applicable
| ITEM 9 | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| CUSIP No. 74624W209 | 13G | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 19, 2020 | |
| (Date) | |
| /s/ Konrad Ackermann | |
| (Signature) | |
| Konrad Ackermann, Director | |
| (Name/Title) |