STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2016

Stockholders' Equity Attributable to Parent [Abstract]

STOCKHOLDERS' EQUITY

8 STOCKHOLDERS’ EQUITY

a) Common Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 each, and issued and has outstanding 55,394,000 shares of common stock as of September 30, 2016.

The following common shares were issued by the Company during the nine months ended September 30, 2016:

i. On February 16, 2016, the Company entered into consulting agreements with Gibbs Investment Holdings, Gibbs International, Eurosa, Inc. and Robert Skaff, in terms of which the parties have provided consulting services to the Company and continue to provide such services and were issued a total of 2,572,500 common shares of Qpagos Corporation, which were subsequently converted to 5,145,000 shares of the Company.

ii. During the period, May 16, 2016 to August 23, 2016, in terms of subscription agreements entered into, the Company issued 440,000 shares to a shareholder for gross proceeds of $330,000.

Included in common stock is restricted stock which vested on April 30, 2016:

		Restricted Stock Granted				Restricted Stock Vested
Grant date Price		Number Granted		Weighted Average Fair Value per Share		Number Vested		Weighted Average Fair Value per Share
$	0.10		2,880,000	$	0.10		2,880,000	$	0.10
$	0.10		1,440,000	$	0.10		1,440,000	$	0.10
			4,320,000	$	0.10		4,320,000	$	0.10

The Company has recorded an expense of $144,000 and $166,715 for the nine months ended September 30 2016 and 2015, respectively, relating to the restricted stock awards.

b) Preferred Stock

The Company has authorized 25,0000,000 shares of preferred stock with a par value of $0.0001, no preferred stock is issued and outstanding as of September 30, 2016.

c) Warrants

In connection with the Merger, outstanding Qpagos Corporation warrants were assumed by QPAGOS and converted to QPAGOS warrants at a ratio of two QPAGOS warrants for each Qpagos Corporation warrant issued.

During the period June 2015 to December 2015, pursuant to the private placement agreement and individual Securities Purchase Agreements entered into, new, qualified investors, acquired 4,784,000 (2,392,000 pre-merger) common units of the Company at a price of $0.625 ($1.25 pre-merger) per unit, each unit consisting of one share of Common Stock and a five year warrant exercisable for one share of common stock at an exercise price of $0.625 ($1.25 pre-merger) per share.

c) Warrants

The warrants outstanding and exercisable at September 30, 2016 are as follows:

		Warrants Outstanding					Warrants Exercisable
Exercise Price		Number Outstanding	Weighted Average Remaining Contractual life in years		Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual life in years
$	0.625	6,219,200		4.00	$	0.625	6,219,200	$	0.625		4.00

The warrants outstanding have an intrinsic value of $0 and $0 as of September 30, 2016 and December 31, 2015, respectively.

d) Reverse merger transaction

On May 12, 2016, QPAGOS (formerly known as Asiya Pearls, Inc.), a Nevada corporation entered into the Merger Agreement with QPAGOS Corporation and Merger Sub.  Pursuant to the Merger Agreement, on May 12, 2016 the Merger was consummated and Qpagos Corporation and Merger Sub merged with Qpagos Corporation continued as the surviving corporation of the Merger.

Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporations’ capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of QPAGOS Common Stock. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, QPAGOS assumed all of Qpagos Corporation’s warrants issued and outstanding immediately prior to the Merger, which are now exercisable for approximately 6,219,200 shares of Common Stock, respectively, as of the date of the Merger. Prior to and as a condition to the closing of the Merger, the then-current QPAGOS stockholder of 5,000,000 shares of Common Stock agreed to return to QPAGOS 4,975,000 shares of Common Stock held by such holder to QPAGOS and the then-current QPAGOS stockholder retained an aggregate of 25,000 shares of Common Stock and the other stockholders of QPAGOS retained 5,000,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 shares of QPAGOS common stock which is approximately 91% of the QPAGOS Common Stock outstanding. The common shares in issue by Qpagos Corporation prior to the consummation of the reverse merger transaction have been retroactively adjusted to reflect the number of shares outstanding as if the merger had taken place on the earliest date.