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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2025

iQSTEL Inc.
(Exact name of registrant as specified in its charter)

Nevada | 000-55984 | 45-2808620
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.)

300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 | 33134
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code: (954) 951-8191

________________________________________________ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

SECTION 5 – Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 31, 2025, we held our 2024 Annual Meeting of the shareholders, at which the shareholders voted on the matters disclosed in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 27, 2024. The final voting results for the matters submitted to a vote of the shareholders were as follows:

Proposal No. 1 - Election of Directors

Our shareholders elected the persons listed below for a one-year term expiring at our 2025 Annual Meeting or until their respective successors are duly elected and qualified:

| FOR |  | AGAINST |  | ABSTAIN
Leandro Jose Iglesias |  | 240,535,472 |  |  |  | 0 |  |  |  | 1,775,405 |
Alvaro Quintana Cardona |  | 240,543,441 |  |  |  | 0 |  |  |  | 1,767,436 |
Italo Segnini |  | 237,857,350 |  |  |  | 0 |  |  |  | 4,453,527 |
Jose Antonio Barreto |  | 237,853,805 |  |  |  | 0 |  |  |  | 4,457,072 |
Raul Perez |  | 237,829,978 |  |  |  | 0 |  |  |  | 4,480,899 |

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

Our shareholders ratified the appointment of Urish Popeck & Co., LLC as the Company’s independent registered public accounting firm for fiscal 2024.

FOR |  | AGAINST |  | ABSTAIN
| 310,159,915 |  |  |  | 661,341 |  |  |  | 2,521,111 |

We have received votes amounting to over 51% of the shareholders and sufficient to pass both proposals.

SECTION 8 - Other Events

Item 8.01 Other Events

At the annual meeting, we used a slideshow presentation. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SECTION 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

| Exhibit No. | Description
| 99.1 | Shareholder Meeting Presentation

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

iQSTEL Inc.

/s/ Leandro Iglesias

Leandro Iglesias
Chief Executive Officer

Date February 4, 2025

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