Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2016 | |
Document And Entity Information | |
Entity Registrant Name | QPAGOS |
Entity Central Index Key | 1,591,913 |
Document Type | S1 |
Trading Symbol | QPAG |
Document Period End Date | Sep. 30, 2016 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Current Assets | |||||
Cash | $ 25,638 | $ 832,159 | $ 173,828 | ||
Accounts receivable, net | 59,059 | 242,075 | |||
Inventory | 480,046 | 668,567 | |||
Recoverable IVA taxes and credits | 358,521 | 417,897 | |||
Other current assets | 149,778 | 52,014 | |||
Total Current Assets | 1,073,042 | 2,212,712 | |||
Non-Current Assets | |||||
Plant and equipment, net | 45,205 | 70,537 | |||
Intangibles, net | 179,167 | 211,417 | |||
Investment | 3,000 | ||||
Other assets | 10,447 | 11,712 | |||
Total Non-Current Assets | 237,819 | 293,666 | |||
Total Assets | 1,310,861 | 2,506,378 | |||
Current Liabilities | |||||
Accounts payable | 237,159 | 38,372 | |||
Notes payable | 172,328 | 103,320 | |||
IVA and other taxes payable | 111,686 | 192,044 | |||
Advances from customers | 8,324 | 1,986 | |||
Total Current Liabilities | 529,497 | 335,722 | |||
Total Liabilities | 529,497 | 335,722 | |||
Stockholders' Equity (Deficit) | |||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 55,394,000 and 44,784,000 and 9,238,628 shares issued and outstanding as of September 30, 2016 and December 31, 2015 and December 31,2014 , respectively. | 5,540 | 4,478 | |||
Additional paid-in-capital | 8,239,527 | 5,735,861 | |||
Accumulated deficit | (8,031,286) | (3,989,689) | |||
Accumulated other comprehensive income | 567,583 | 420,006 | |||
Total stockholder's equity (deficit) - controlling interest | 781,364 | 2,170,656 | |||
Non-controlling interest | |||||
Total Stockholders' Equity (Deficit) | 781,364 | 2,170,656 | |||
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,310,861 | 2,506,378 | |||
QPAGOS Corporation - Parent Company [Member] | |||||
Current Assets | |||||
Cash | 832,159 | 173,828 | |||
Accounts receivable, net | 242,075 | 15,914 | |||
Inventory | 668,567 | 646,986 | |||
Recoverable IVA taxes and credits | 417,897 | [1],[2] | 171,200 | ||
Other current assets | 52,014 | [1] | 50,000 | ||
Total Current Assets | 2,212,712 | 1,057,928 | |||
Non-Current Assets | |||||
Plant and equipment, net | 70,537 | 99,985 | |||
Intangibles, net | 211,417 | ||||
Investment | |||||
Other assets | 11,712 | 6,192 | |||
Total Non-Current Assets | 293,666 | 106,177 | |||
Total Assets | 2,506,378 | 1,164,105 | |||
Current Liabilities | |||||
Accounts payable | 38,372 | 102,501 | |||
Notes payable | 103,320 | 2,324,422 | |||
IVA and other taxes payable | 192,044 | [1],[2] | 8,625 | ||
Advances from customers | 1,986 | 3,092 | |||
Total Current Liabilities | 335,722 | 2,438,640 | |||
Total Liabilities | 335,722 | 2,438,640 | |||
Stockholders' Equity (Deficit) | |||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 55,394,000 and 44,784,000 and 9,238,628 shares issued and outstanding as of September 30, 2016 and December 31, 2015 and December 31,2014 , respectively. | [3] | 4,478 | 924 | ||
Additional paid-in-capital | [3] | 5,735,861 | 61,977 | ||
Accumulated deficit | (3,989,689) | (1,490,185) | |||
Accumulated other comprehensive income | 420,006 | [4] | 152,749 | ||
Total stockholder's equity (deficit) - controlling interest | 2,170,656 | (1,274,535) | |||
Non-controlling interest | |||||
Total Stockholders' Equity (Deficit) | 2,170,656 | (1,274,535) | |||
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,506,378 | $ 1,164,105 | |||
[1] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||
[2] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||
[3] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. | ||||
[4] | Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 55,394,000 | 44,784,000 | |
Common stock, outstanding | 55,394,000 | 44,784,000 | |
QPAGOS Corporation - Parent Company [Member] | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, authorized | 100,000,000 | 100,000,000 | |
Common stock, issued | 44,784,000 | 9,238,628 | |
Common stock, outstanding | 44,784,000 | 9,238,628 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Net Revenue | $ 769,897 | $ 363,580 | $ 2,026,248 | $ 525,050 | ||||
Cost of Goods Sold | 736,021 | 311,779 | 1,942,957 | 455,715 | ||||
Gross Profit | 33,876 | 51,801 | 83,291 | 69,335 | ||||
General and administrative | 536,156 | 360,610 | 3,845,798 | 1,153,981 | ||||
Depreciation and amortization | 19,345 | 8,583 | 58,034 | 25,503 | ||||
Total Expense | 555,501 | 369,193 | 3,903,832 | 1,179,484 | ||||
Loss from Operations | (521,625) | (317,392) | (3,820,541) | (1,110,149) | ||||
Other income | 636 | 4,651 | 471 | |||||
Interest expense, net | (3,025) | (9,008) | ||||||
Foreign currency loss | (101,854) | (205,179) | (216,699) | (418,368) | ||||
Loss before Provision for Income Taxes | (625,868) | (522,571) | (4,041,597) | (1,528,046) | ||||
Provision for Income Taxes | ||||||||
Net Loss | (625,868) | (522,571) | (4,041,597) | (1,528,046) | ||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ (625,868) | $ (522,571) | $ (4,041,597) | $ (1,528,046) | ||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.07) | ||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 55,344,870 | 37,184,000 | 54,226,382 | 21,250,969 | ||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | $ 55,418 | $ 156,873 | $ 147,577 | $ 263,353 | ||||
Total Comprehensive loss | (570,450) | (365,698) | (3,894,020) | (1,264,694) | ||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | $ (570,450) | $ (365,698) | $ (3,894,020) | $ (1,264,694) | ||||
QPAGOS Corporation - Parent Company [Member] | ||||||||
Net Revenue | $ 1,127,944 | $ 137,250 | ||||||
Cost of Goods Sold | 1,120,236 | 135,602 | ||||||
Gross Profit | 7,708 | [1] | 1,648 | |||||
General and administrative | 2,000,714 | 1,264,535 | ||||||
Depreciation and amortization | 37,810 | 30,600 | ||||||
Total Expense | 2,038,524 | 1,295,135 | ||||||
Loss from Operations | (2,030,816) | (1,293,487) | ||||||
Other income | [2] | 203 | 5,033 | |||||
Interest expense, net | (2,241) | [2] | 11 | |||||
Foreign currency loss | (466,920) | (200,875) | ||||||
Loss before Provision for Income Taxes | (2,499,774) | (1,489,318) | ||||||
Provision for Income Taxes | ||||||||
Net Loss | (2,499,774) | (1,489,318) | ||||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ (2,499,774) | [1] | $ (1,489,318) | |||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.10) | $ (0.30) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | [3] | 25,698,747 | 4,918,628 | |||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | $ 267,257 | [4] | $ 147,167 | |||||
Total Comprehensive loss | (2,232,517) | (1,342,151) | ||||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | $ (2,232,517) | $ (1,342,151) | ||||||
[1] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | |||||||
[2] | To reclass certain lease payments to retailers for the lease of floor space for the placement of kiosks on their premises from other (expense) income to cost of goods sold. | |||||||
[3] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. | |||||||
[4] | Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member]QPAGOS Corporation - Parent Company [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]QPAGOS Corporation - Parent Company [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member]QPAGOS Corporation - Parent Company [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member]QPAGOS Corporation - Parent Company [Member] | Accumulated Other Comprehensive Income [Member] | Stockholders' Equity (Deficit) Controlling Interest [Member]QPAGOS Corporation - Parent Company [Member] | Stockholders' Equity (Deficit) Controlling Interest [Member] | Non-Controlling Interest [Member]QPAGOS Corporation - Parent Company [Member] | Non-Controlling Interest [Member] | QPAGOS Corporation - Parent Company [Member] | Total | ||
Balance at beginning at Dec. 31, 2013 | $ 924 | $ 61,977 | $ (867) | $ 5,582 | $ 67,616 | $ 67,616 | ||||||||||
Balance at beginning (in shares) at Dec. 31, 2013 | 9,238,628 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Shares issued for services | ||||||||||||||||
Translation adjustment | As Previously Reported [Member] | 147,167 | |||||||||||||||
Translation adjustment | 147,167 | 147,167 | 147,167 | |||||||||||||
Net loss | As Previously Reported [Member] | (1,489,318) | |||||||||||||||
Net loss | Adjustments [Member] | ||||||||||||||||
Net loss | (1,489,318) | (1,489,318) | (1,489,318) | |||||||||||||
Balance at ending (As Previously Reported [Member]) at Dec. 31, 2014 | (1,274,535) | |||||||||||||||
Balance at ending (Adjustments [Member]) | ||||||||||||||||
Balance at ending at Dec. 31, 2014 | $ 924 | 61,977 | (1,490,185) | 152,749 | (1,274,535) | (1,274,535) | ||||||||||
Balance at ending (in shares) at Dec. 31, 2014 | 9,238,628 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Withholding tax adjustment at foreign subsidiary | 270 | 270 | 270 | |||||||||||||
Shares issued for services | $ 167 | 166,548 | 166,715 | (166,715) | ||||||||||||
Shares issued for services (in shares) | 1,667,150 | |||||||||||||||
Issuance of shares of common stock | $ 478 | 2,989,522 | 2,990,000 | 2,990,000 | ||||||||||||
Issuance of shares of common stock (in shares) | 4,784,000 | |||||||||||||||
Share issuance expense | (388,700) | (388,700) | (388,700) | |||||||||||||
Conversion of debt to equity | $ 2,909 | 2,906,514 | 2,909,423 | 2,909,423 | ||||||||||||
Conversion of debt to equity (in shares) | 29,094,222 | 2 | ||||||||||||||
Translation adjustment | As Previously Reported [Member] | [1] | 269,835 | ||||||||||||||
Translation adjustment | Adjustments [Member] | [1] | (2,578) | ||||||||||||||
Translation adjustment | 267,257 | 267,257 | 267,257 | [1] | ||||||||||||
Net loss | As Previously Reported [Member] | (2,529,513) | |||||||||||||||
Net loss | Adjustments [Member] | 29,739 | |||||||||||||||
Net loss | (2,499,774) | (2,499,774) | (2,499,774) | |||||||||||||
Balance at ending (As Previously Reported [Member]) at Dec. 31, 2015 | $ 4,981 | $ 5,733,811 | $ (4,019,428) | $ 422,584 | $ 2,141,948 | 2,143,495 | $ 2,141,948 | |||||||||
Balance at ending (Adjustments [Member]) | (503) | 2,050 | 29,739 | (2,578) | 28,708 | 27,161 | 28,708 | |||||||||
Balance at ending at Dec. 31, 2015 | $ 4,478 | $ 4,478 | $ 5,735,861 | 5,735,861 | $ (3,989,689) | (3,989,689) | $ 420,006 | 420,006 | $ 2,170,656 | 2,170,656 | $ 2,170,656 | 2,170,656 | ||||
Balance at ending (in shares) (As Previously Reported [Member]) at Dec. 31, 2015 | 49,809,000 | |||||||||||||||
Balance at ending (in shares) (Adjustments [Member]) | (5,025,000) | |||||||||||||||
Balance at ending (in shares) at Dec. 31, 2015 | 44,784,000 | 44,784,000 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Equity based compensation | 144,000 | 144,000 | 144,000 | |||||||||||||
Shares issued for services | $ 515 | 2,031,760 | 2,032,275 | $ (2,032,275) | ||||||||||||
Shares issued for services (in shares) | 5,145,000 | |||||||||||||||
Conversion of debt to equity (in shares) | 2 | |||||||||||||||
Shares retained by accounting acquiree in reverse merger transaction | $ 503 | (2,050) | (1,547) | $ (1,547) | ||||||||||||
Shares retained by accounting acquiree in reverse merger transaction (in shares) | 5,025,000 | |||||||||||||||
Shares issued for cash | $ 44 | 329,956 | 330,000 | $ 330,000 | ||||||||||||
Shares issued for cash (in shares) | 440,000 | 5,000,000 | ||||||||||||||
Translation adjustment | 147,577 | 147,577 | $ 147,577 | |||||||||||||
Net loss | (4,041,597) | (4,041,597) | (4,041,597) | |||||||||||||
Balance at ending at Sep. 30, 2016 | $ 5,540 | $ 8,239,527 | $ (8,031,286) | $ 567,583 | $ 781,364 | $ 781,364 | ||||||||||
Balance at ending (in shares) at Sep. 30, 2016 | 55,394,000 | |||||||||||||||
[1] | Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss attributable to the company | $ (4,041,597) | $ (1,528,046) | |||
Less: loss attributable to non-controlling interest | |||||
Net loss | (4,041,597) | (1,528,046) | |||
Adjustment to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 25,246 | 25,063 | |||
Amortization expense | 32,788 | 440 | |||
Provision for bad debt | 103,888 | ||||
Equity based compensation charge | 144,000 | 166,715 | |||
Shares issued for services | 2,032,275 | ||||
Non- cash investment in affiliates | (3,000) | ||||
Changes in Assets and Liabilities | |||||
Accounts receivable | 79,130 | (320,303) | |||
Inventory | 188,521 | 29,513 | |||
Recoverable IVA taxes and credits | 59,376 | (200,006) | |||
Other current assets | (97,765) | 63,366 | |||
Other assets | 1,265 | (3,460) | |||
Accounts payable and accrued expenses | 198,786 | (19,283) | |||
IVA and other taxes payable | (80,358) | 98,594 | |||
Advances from customers | 6,338 | 41,196 | |||
Interest accruals | 9,009 | ||||
CASH USED IN OPERATING ACTIVITIES | (1,342,098) | (1,646,211) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Reverse merger net liabilities | (1,547) | ||||
Purchase of property and equipment | (453) | (3,975) | |||
Intangibles assets | (115,000) | ||||
NET CASH USED IN INVESTING ACTIVITIES | (2,000) | (118,975) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds on common stock issued | 330,000 | 883,050 | |||
Capital contribution | |||||
Share issue expenses | |||||
Proceeds from loans payable | 60,000 | 586,597 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 390,000 | 1,469,647 | |||
Effect of exchange rate changes on cash and cash equivalents | 147,577 | 263,353 | |||
NET DECREASE IN CASH | (806,521) | (32,186) | |||
CASH AT BEGINNING OF PERIOD | 832,159 | 173,828 | $ 173,828 | ||
CASH AT END OF PERIOD | 25,638 | 141,642 | 832,159 | $ 173,828 | |
CASH PAID FOR INTEREST AND TAXES: | |||||
Cash paid for income taxes | |||||
Cash paid for interest | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||
Conversion of debt to equity | 2,909,423 | ||||
QPAGOS Corporation - Parent Company [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss attributable to the company | (2,499,774) | [1] | (1,489,318) | ||
Less: loss attributable to non-controlling interest | |||||
Net loss | (2,499,774) | (1,489,318) | |||
Adjustment to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 34,227 | 31,668 | |||
Amortization expense | 3,583 | 518 | |||
Provision for bad debt | |||||
Equity based compensation charge | 166,715 | ||||
Shares issued for services | |||||
Non- cash investment in affiliates | |||||
Changes in Assets and Liabilities | |||||
Accounts receivable | (226,161) | (13,301) | |||
Inventory | (21,581) | (646,986) | |||
Recoverable IVA taxes and credits | (246,697) | [1],[2] | (161,984) | ||
Other current assets | (2,014) | [1] | (50,000) | ||
Other assets | (5,520) | 762 | |||
Accounts payable and accrued expenses | (64,129) | 50,082 | |||
IVA and other taxes payable | 183,689 | [1],[2] | 4,609 | ||
Advances from customers | (1,106) | 3,092 | |||
Interest accruals | 3,320 | ||||
CASH USED IN OPERATING ACTIVITIES | (2,675,448) | (2,270,858) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Reverse merger net liabilities | (4,779) | ||||
Purchase of property and equipment | (4,779) | (132,171) | |||
Intangibles assets | (215,000) | ||||
NET CASH USED IN INVESTING ACTIVITIES | (219,779) | (132,171) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds on common stock issued | 2,990,000 | ||||
Capital contribution | 53,203 | ||||
Share issue expenses | (388,700) | ||||
Proceeds from loans payable | 685,001 | 2,324,422 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,286,301 | 2,377,625 | |||
Effect of exchange rate changes on cash and cash equivalents | 267,257 | [3] | 147,167 | ||
NET DECREASE IN CASH | 658,331 | 121,763 | |||
CASH AT BEGINNING OF PERIOD | $ 832,159 | $ 173,828 | 173,828 | 52,065 | |
CASH AT END OF PERIOD | 832,159 | 173,828 | |||
CASH PAID FOR INTEREST AND TAXES: | |||||
Cash paid for income taxes | |||||
Cash paid for interest | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||
Conversion of debt to equity | $ 2,909,423 | ||||
[1] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||
[2] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||
[3] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1 ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organization On May 12, 2016, QPAGOS (formerly known as Asiya Pearls, Inc.), a Nevada corporation (“QPAGOS”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of QPAGOS (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016, the merger was consummated and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of QPAGOS common stock, par value $0.0001 per share (the “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 represented approximately 91% of the outstanding Common Stock. The Merger is being treated as a reverse acquisition of QPAGOS, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation is treated as the acquirer for accounting and financial reporting purposes while QPAGOS is treated as the acquired entity for accounting and financial reporting purposes. Further, as a result, the historical financial statements are reflected in this Quarterly Report on Form 10-Q and that will be reflected in the Company’s future financial statements filed with the United States Securities and Exchange Commission (“SEC”) will be those of Qpagos Corporation, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Qpagos Corporation. Qpagos Corporation was incorporated on May 1, 2015 under the laws of Delaware under the name Qpagos Corporation as the holding company for two 99.99% owned operating subsidiaries, QPagos, S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V. Each of these entities were incorporated in November 2013 in Mexico. QPagos, S.A.P.I. de C.V. was formed to process payment transactions for service providers it contracts with, and Redpag Electrónicos S.A.P.I. de C.V. was formed to deploy and operate kiosks as a distributor. On August 31, 2015, QPAGOS Corporation entered into various agreements with the shareholders of Qpagos and Redpag to give effect to a reverse merger transaction (the "Reverse Merger''). Pursuant to the Reverse Merger, the majority of the shareholders of Qpagos and Redpag effectively received shares in Qpagos Corporation, through various consulting and management agreements entered into with Qpagos Corporation and sold an effective 99.996% and 99.990% of the outstanding shares on Qpagos and Redpag, respectively to Qpagos Corporation. The series of transactions closed effective August 31, 2015. Upon the close of the Reverse Merger, Qpagos Corporation became the parent of Qpagos and Redpag and assumed the operations of these two companies as its sole business. On May 27, 2016 Asiya changed its name to QPAGOS. QPAGOS and its direct and indirect subsidiaries Qpagos Corporation, QPagos, S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V., will be referred to hereafter as “the Company”. On June 1, 2016, the board of directors changed the Company’s fiscal year end from October 31 to December 31. b) Description of the business QPAGOS, through its indirect subsidiaries QPagos, S.A.P.I. de C.V. and Redpag Electrónicos S.A.P.I. de C.V., provides physical and virtual payment services to the Mexican market. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers in Mexico to deposit cash, convert it into a digital form and remit the funds to any merchant in our network quickly and securely. The Company helps consumers and merchants connect more efficiently in markets and consumer segments, such as Mexico, that are largely cash-based and lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. For example, the Company’s licensed technology can be used to pay bills, add minutes to mobile phones, purchase transportation tickets, shop online or at a retail store, buy digital services or send money to a friend or relative. | |
QPAGOS Corporation - Parent Company [Member] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1 ORGANIZATION AND DESCRIPTION OF BUSINESS a) Organization QPAGOS Corporation (“the Company”) was incorporated on May 1, 2015 under the laws of the state of Delaware to effectuate a reverse merger transaction with Qpagos, S.A.P.I. de C.V. (Qpagos) and Redpag Electrónicos S.A.P.I. de C.V. (Redpag). Each of the entities were incorporated in November 2013 in Mexico. Qpagos was formed to process payment transactions for service providers it contracts with, and Redpag was formed to deploy and operate kiosks as an agent of Qpagos. On August 31, 2015, QPAGOS Corporation entered into various agreements with the shareholders of Qpagos and Redpag to give effect to a reverse merger transaction (the "Reverse Merger''). Pursuant to the Reverse Merger, the majority of the shareholders of Qpagos and Redpag, effectively received shares in QPAGOS through various consulting and management agreements entered into with QPAGOS and sold an effective 99.996% and 99.990% of the outstanding shares of Qpagos and Redpag, respectively, to QPAGOS. The series of transactions closed effective August 31, 2015. Upon the close of the Reverse Merger, QPAGOS Corporation became the parent of Qpagos and Redpag and assumed the operations of these two companies as its sole business. For financial accounting purposes, the Reverse Merger was treated as a reverse acquisition by Qpagos and Redpag, and resulted in a recapitalization with Qpagos and Redpag being the accounting acquirer. Accordingly, the Company's historical financial statements have been prepared to give retroactive effect to the reverse acquisition completed on August 31, 2015, and represent the operations of Qpagos and Redpag from January 1, 2014 and for QPAGOS Corporation, from the period September 1, 2015 to December 31, 2015. QPAGOS Corporation and its subsidiaries Qpagos and Redpag will be referred to hereafter as “the Company”. b) Description of the business QPAGOS Corporation, through its subsidiaries Qpagos and Redpag, provide physical and virtual payment services to the Mexican market. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers in Mexico to deposit cash, convert it into a digital form and remit the funds to any merchant in our network quickly and securely. The Company helps consumers and merchants connect more efficiently in markets and consumer segments, such as Mexico, that are largely cash-based and lack convenient alternatives for consumers to pay for goods and services in physical, online and mobile environments. For example, our licensed technology can be used to pay bills, add minutes to mobile phones, purchase transportation and tickets, shop online or at a retail store, buy digital services or send money to a friend or relative. |
ACCOUNTING POLICIES AND ESTIMAT
ACCOUNTING POLICIES AND ESTIMATES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three months and nine months ended September 30, 2016 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements of Qpagos Corporation included in the current report on Form 8-K/A as filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2016. All amounts referred to in the notes to the financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: QPAGOS – Parent Company QPAGOS Corporation – 100% owned QPagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) c) Mexican Operations The financial statements of the Company’s Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. d) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to: the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. e) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s operations are carried out in Mexico. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Mexico and by the general state of that economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. f) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." ASU 2016-13 will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount under the current other-than-temporary impairment model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the effect ASU 2016-13 will have on our unaudited condensed consolidated financial statements. In August 2016, FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect ASU 2016-15 will have on our unaudited condensed consolidated statements of cash flows. In October 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory." ASU 2016-16 requires immediate recognition of income tax consequences of intercompany asset transfers, other than inventory transfers. Existing GAAP prohibits recognition of income tax consequences of intercompany asset transfers whereby the seller defers any net tax effect and the buyer is prohibited from recognizing a deferred tax asset on the difference between the newly created tax basis of the asset in its tax jurisdiction and its financial statement carrying amount as reported in the consolidated financial statements. ASU 2016-16 specifically excludes from its scope intercompany inventory transfers whereby the recognition of tax consequences will take place when the inventory is sold to third parties. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently evaluating the effect ASU 2016-16 will have on our unaudited condensed consolidated financial statements. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. g) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2016 and December 31, 2015, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. At September 30, 2016, cash balances in the United States did not exceed the federally insured limit. h) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the nine months ended September 30, 2016. i) Cost Method Investments Investee companies not accounted for under the consolidation or the equity method are accounted for under the cost method of accounting. Under this method, the Company’s share of earnings or losses of such investee companies is not included in the condensed consolidated balance sheet or statement of comprehensive loss. However, impairment charges are recognized in the condensed consolidated statement of comprehensive loss. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded. There is no impairment of investment at September 30, 2016. j) Inventory The Company primarily values inventories at the lower of cost or market applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. k) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition (ASC 605). In general, the Company records revenue when it is realized, or realizable and earned. The Company considers revenue to be realized, or realizable and earned when, persuasive evidence of an arrangement exists, the products or services have been approved by the customer after delivery and/or installation acceptance or performance of services; the sales price is fixed or determinable within the contract; and collectability is reasonably assured. The Company has the following sources of revenue which is recognized on the basis described below. • Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the Company owns or kiosks that are owned by third parties. The Company recognizes the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. • Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through our kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities, when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. • Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities, when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and the Company does not generate any revenues from merchants who access its terminals as yet. | |
QPAGOS Corporation - Parent Company [Member] | ||
ACCOUNTING POLICIES AND ESTIMATES | 2 ACCOUNTING POLICIES AND ESTIMATES a) Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On August 31, 2015, the QPAGOS Corporation completed the Reverse Merger with Qpagos and Redpag. The results of operations for Qpagos and Redpag have been combined from January 1, 2014 to December 31, 2014 in these consolidated financial statements. All amounts referred to in the notes to the financial statements are in United States Dollars ($) unless stated otherwise. b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Qpagos Corporation – Parent Company Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) c) Mexican Operations The financial statements of the Company’s Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. d) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to: the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 “Financial Instruments g) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s operations are carried out in Mexico. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Mexico and by the general state of those economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. h) Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2015, from Contracts with Customers (Topic 606): Deferral of the Effective Date” In January 2016 “Recognition and Measurement of Financial Assets and Financial Liabilities “ In February 2016 “Leases” In March 2016 “Improvements to Employee Share-Based Payment Accounting” In April 2016 “Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “ Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. i) Reporting by Segment No segmental information is required as the Company currently only has one segment of business, providing physical and virtual payment services in the Mexican Market. j) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2015 and December 31, 2014, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. At December 31, 2014, the balance did not exceed the federally insured limit. k) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2015 and 2014. l) Inventory The Company primarily values inventories at the lower of cost or market applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. m) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. n) Intangibles All of our intangible assets are subject to amortization. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Where intangibles are deemed to be impaired we recognize an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. i) License Agreements License agreements acquired by the Company are reported at acquisition value less accumulated amortization and impairments. ii) Amortization Amortization is reported in the income statement on a straight-line basis over the estimated useful life of the intangible assets, unless the useful life is indefinite. Amortizable intangible assets are amortized from the date that they are available for use. The estimated useful life of the license agreement is five years which is the expected period for which we expect to derive a benefit from the underlying license agreements. o) Long-Term Assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. p) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition (ASC 605). In general, the Company records revenue when it is realized, or realizable and earned. The Company considers revenue to be realized, or realizable and earned when, persuasive evidence of an arrangement exists, the products or services have been approved by the customer after delivery and/or installation acceptance or performance of services; the sales price is fixed or determinable within the contract; and collectability is reasonably assured. The Company has the following sources of revenue which is recognized on the basis described below. • Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the company owns or kiosks that are owned by third parties. We recognize the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. • Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through our kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities, when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. • Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities, when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and we do not generate any revenues from merchants who access our terminals as yet. q) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. r) Income Taxes The Company’s primary operations are based in Mexico and currently enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2015 and 2014, there have been no interest or penalties incurred on income taxes. s) Net Loss per Share Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation (See Note 14 below). Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common shares at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred shares. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common shares outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). Any common shares issued as a result of the issue of stock options and warrants would come from newly issued common shares from our remaining authorized shares. t) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Revenues, Cost of Goods Sold and Gross Profit The Company has restated its consolidated financial statements as of and for the year ended December 31, 2015. As a part of the Company’s analysis of its books and records, the Company management had discovered a discrepancy in the recording of revenue in its Mexican operations that has resulted in an overstatement of revenue, a corresponding overstatement of cost of goods sold and a net understatement of the gross profit in the Company’s financial statements. The Company has the following sources of revenue: • Revenue from the sale of services Prepaid services are acquired from providers and is sold to end users through kiosks that the company owns or kiosks owned by third parties. We recognize the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin of the prepaid service to the company, net of value added tax and the full value of the service acquired as cost of goods sold. An error in recording this revenue, in our Mexican operations, resulted in the cost of goods sold recorded as equal to revenues recorded. The gross profit on these revenue transactions whereby the risks and rewards of ownership had passed to end-users remained on our balance sheet in prepayments we had made to our service providers. This error has been corrected by the reduction in our cost of goods sold expenditure, with a corresponding increase in the gross profit earned and the restatement of Mexican Value Added related to these entries. Certain expenses directly related to cost of goods sold were previously reflected as Other Expense have been correctly reclassified as cost of goods sold in the restated financial statements. • Revenue in the form of payment processing fees We provide a secure means for end-users to pay for certain services, such as utilities through our kiosks. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold. The value-added taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned and the cost of goods sold entries recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. • Revenue from the sale of kiosks We import and sell kiosk. to customers and distributors, who then make use of our technology to provide services to end-users whereby prepaid services can be acquired and other transactions can be performed utilizing the convenience of our kiosks and payment gateway. We recognize the full value of the revenue on the sale of these kiosks and the full value of the cost of the kiosks sold. These transactions were correctly recorded and no restatement was necessary. Organization – Reverse Merger On August 27, 2015, the Company entered into a series of agreements which completed the Reverse Merger with Qpagos and Redpag. As part of the merger, 1,500 Series A shares and 1,548,480 Series B shares outstanding of Qpagos and 1,500 Series A Shares and 2,238,245 Series B shares of Redpag was acquired by QPAGOS. The original shareholders of Qpagos and Redpag were effectively issued 4,619,314 common shares of QPAGOS resulting in control of QPAGOS, effectuating the reverse merger transaction. The acquisition of Qpagos and Redpag by QPAGOS Corporation has been accounted for as a reverse acquisition for financial accounting purposes. The Reverse Merger is deemed a capital transaction and the net assets of Qpagos and Redpag (the accounting acquirers) are carried forward to QPAGOS Corporation (the legal acquirer) at their carrying value before the combination. The acquisition process utilizes the capital structure of QPAGOS Corporation and the assets and liabilities of Qpagos and Redpag are recorded at historical cost. The financials statements of Qpagos, Redpag and QPAGOS Corporation are being combined for the period from January 1, 2014 through December 31, 2015. In these financial statements, Qpagos and Redpag are the operating entities for financial reporting purposes and the financial statements for all periods presented represent the combined financial position and results of operations of Qpagos and Redpag. The equity of Qpagos and Redpag is the historical equity of QPAGOS Corporation, presented retroactively to reflect the number of shares issued in the transaction. On May 12, 2016, Asiya Pearls, Inc., a Nevada corporation (the “Asiya”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of the Asiya (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016 the merger was consummated and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of Asiya’s common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, Asiya 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 Asiya stockholder of 5,000,000 shares of Common Stock agreed to return to Asiya 4,975,000 shares of Common Stock held by such holder to Asiya and the then-current Asiya stockholder retained an aggregate of 25,000 shares of Common Stock and the other stockholders of Asiya retained 5,000,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 shares of Asiya common stock which represented approximately 91% of the Company Common Stock outstanding. The Merger is being treated as a reverse acquisition of Asiya, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation is treated as the acquirer for accounting and financial reporting purposes while Asiya is treated as the acquired entity for accounting and financial reporting purposes. Further, as a result, the historical financial statements that will be reflected in the Company’s future financial statements filed with the United States Securities and Exchange Commission (“SEC”) will be those of Qpagos Corporation, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Qpagos Corporation. The reverse merger transaction and its recapitalization effects on the Company have been pushed back to the earliest period presented in these restated financials. The shares retained by the existing shareholders of Asiya Pearls, Inc., were subsequently recorded as a share issuance on the effective date of the reverse merger, May 12, 2016. The restated Consolidated Balance Sheet as of December 31, 2015 and 2014, the related Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 and the Statement of Cash Flows for the year ended December 31, 2015, are presented below: QPAGOS RESTATED CONSOLIDATED BALANCE SHEET December 31, 2015 As Previously As Reported Adjustments Notes Restated Assets Current Assets Cash $ 832,159 $ 832,159 Accounts receivable 242,075 242,075 Inventory 668,567 668,567 Recoverable IVA taxes and credits 412,143 5,754 (A), (B) 417,897 Other current assets 20,509 31,505 (B) 52,014 Total Current Assets 2,175,453 37,259 2,212,712 Non-Current Assets Plant and equipment, net 70,537 70,537 Intangibles, net 211,417 211,417 Other assets 11,712 11,712 Total Non-Current Assets 293,666 - 293,666 Total Assets $ 2,469,119 $ 37,259 $ 2,506,378 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 38,372 $ 38,372 Notes payable 103,320 103,320 IVA and other taxes payable 181,946 10,098 (A), (B) 192,044 Advances from customers 1,986 1,986 Total Current Liabilities 325,624 10,098 335,722 Total Liabilities 325,624 10,098 335,722 Stockholders' Equity Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 shares issued and outstanding as of December 31, 2015. 22,392 (17,914 ) (D) 4,478 Additional paid-in-capital 5,717,947 17,914 (D) 5,735,861 Accumulated deficit (4,019,428 ) 29,739 (3,989,689 ) Accumulated other comprehensive income 422,584 (2,578 ) (C) 420,006 Total stockholder's equity - controlling interest 2,143,495 27,161 2,170,656 Non-controlling interest - - - Total Stockholders' Equity 2,143,495 27,161 2,170,656 Total Liabilities and Stockholders' Equity $ 2,469,119 $ 37,259 $ 2,506,378 CONSOLIDATED BALANCE SHEET December 31, 2014 As Previously As Reported Adjustments Notes Restated Assets Current Assets Cash $ 173,828 $ 173,828 Accounts receivable 15,914 15,914 Inventory 646,986 646,986 Recoverable IVA taxes and credits 171,200 171,200 Other current assets 50,000 $ 50,000 Total Current Assets 1,057,928 - 1,057,928 Non-Current Assets Plant and equipment, net 99,985 99,985 Other assets 6,192 6,192 Total Non-Current Assets 106,177 - 106,177 Total Assets $ 1,164,105 $ - $ 1,164,105 Liabilities and Stockholders' Deficit Current Liabilities Accounts payable $ 102,501 $ 102,501 Notes payable 2,324,422 2,324,422 IVA and other taxes payable 8,625 8,625 Advances from customers 3,092 3,092 Total Current Liabilities 2,438,640 - 2,438,640 Total Liabilities 2,438,640 - 2,438,640 Stockholders' Deficit Common stock, $0.0001 par value; 100,000,000 shares authorized, 9,238,628 shares issued and outstanding as of December 31, 2014. 4,619 (3,695 ) (D) 924 Additional paid-in-capital 58,282 3,695 (D) 61,977 Accumulated deficit (1,490,185 ) (1,490,185 ) Accumulated other comprehensive income 152,749 152,749 Total stockholder's deficit - controlling interest (1,274,535 ) - (1,274,535 ) Non-controlling interest - - - Total Stockholders' Deficit (1,274,535 ) - (1,274,535 ) Total Liabilities and Stockholders' Deficit $ 1,164,105 $ - $ 1,164,105 QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated Revenues Sales of services 1,122,319 $ (382,425 ) (A) $ 739,894 Kiosk sales 321,239 321,239 Payment processing fees 66,674 66,674 Other 137 137 1,510,369 (382,425 ) 1,127,944 Cost of Goods Sold Sales of services 1,122,319 (412,164 ) (A), (B) 710,155 Kiosk sales 369,909 369,909 Other 28,900 11,272 (E) 40,172 1,521,128 (400,892 ) 1,120,236 Gross (Loss) Profit (10,759 ) 18,467 (B) 7,708 General and administrative 2,000,714 2,000,714 Depreciation and amortization 37,810 37,810 Total Expense 2,038,524 - 2,038,524 Loss from Operations (2,049,283 ) 18,467 (2,030,816 ) Other (expense) income (9,991 ) 10,194 (E) 203 Interest expense, net (3,319 ) 1,078 (E) (2,241 ) Foreign currency loss (466,920 ) (466,920 ) Loss before Provision for Income Taxes (2,529,513 ) 29,739 (2,499,774 ) Provision for Income Taxes - - Net Loss (2,529,513 ) 29,739 (2,499,774 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,529,513 ) $ 29,739 $ (2,499,774 ) Net Loss Per Share - Basic and Diluted $ (0.10 ) $ 0.00 $ (0.10 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 25,698,746 25,698,746 (D) 25,698,746 Other Comprehensive Income Foreign currency translation adjustment 269,835 (2,578 ) (C) 267,257 Total Comprehensive loss (2,259,678 ) 27,161 (2,232,517 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,259,678 ) $ 27,161 $ (2,232,517 ) QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2014 As Previously As Reported Adjustments Notes Restated Revenues Sales of services $ 27,081 $ 27,081 Kiosk sales 109,981 109,981 Payment processing fees - - Other 188 188 137,250 - 137,250 Cost of Goods Sold Sales of services 29,060 29,060 Kiosk sales 102,252 102,252 Other 1,676 2,614 (E) 4,290 132,988 2,614 135,602 Gross Profit 4,262 (2,614 ) 1,648 General and administrative 1,264,535 1,264,535 Depreciation and amortization 30,600 30,600 Total Expense 1,295,135 - 1,295,135 Loss from Operations (1,290,873 ) (2,614 ) (1,293,487 ) Other income 2,419 2,614 (E) 5,033 Interest expense, net 11 11 Foreign currency loss (200,875 ) (200,875 ) Loss before Provision for Income Taxes (1,489,318 ) - (1,489,318 ) Provision for Income Taxes - - Net Loss (1,489,318 ) - (1,489,318 ) Net loss attributable to non-controlling interest - - Net Loss Attributable to Controlling Interest $ (1,489,318 ) $ - $ (1,489,318 ) Net Loss Per Share - Basic and Diluted $ (0.16 ) $ (0.16 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 9,238,628 9,238,628 (D) 9,238,628 Other Comprehensive Income Foreign currency translation adjustment 147,167 147,167 Total Comprehensive loss (1,342,151 ) - (1,342,151 ) Comprehensive loss attributable to non-controlling interest - - Comprehensive Loss Attributable to Controlling Interest $ (1,342,151 ) $ - $ (1,342,151 ) QPAGOS CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to the company $ (2,529,513 ) $ 29,739 (B) $ (2,499,774 ) Less: loss attributable to non-controlling interest - - Net loss (2,529,513 ) 29,739 (2,499,774 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 34,227 34,227 Amortization expense 3,583 3,583 Equity based compensation charge 166,715 166,715 Changes in Assets and Liabilities Accounts receivable (226,161 ) (226,161 ) Inventory (21,581 ) (21,581 ) Recoverable IVA taxes and credits (240,943 ) (5,754 ) (A), (B) (246,697 ) Other current assets 29,491 (31,505 ) (B) (2,014 ) Other assets (5,520 ) (5,520 ) Accounts payable and accrued expenses (64,129 ) (64,129 ) IVA and other taxes payable 173,591 10,098 (A), (B) 183,689 Advances from customers (1,106 ) (1,106 ) Interest accruals 3,320 3,320 CASH USED IN OPERATING ACTIVITIES (2,678,026 ) 2,578 (2,675,448 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (4,779 ) (4,779 ) Intangible assets (215,000 ) (215,000 ) NET CASH USED IN INVESTING ACTIVITIES (219,779 ) - (219,779 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds on common stock issued 2,990,000 2,990,000 Share issue expenses (388,700 ) (388,700 ) Proceeds from loans payable 685,001 685,001 NET CASH PROVIDED BY FINANCING ACTIVITIES 3,286,301 - 3,286,301 Effect of exchange rate changes on cash and cash equivalents 269,835 (2,578 ) (C) 267,257 NET INCREASE IN CASH 658,331 658,331 CASH AT BEGINNING OF PERIOD 173,828 173,828 CASH AT END OF PERIOD $ 832,159 $ - $ 832,159 CASH PAID FOR INTEREST AND TAXES: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Conversion of debt to equity $ 2,909,423 $ 2,909,423 NOTES A. Management noted an error in the recording of transactions related to a consumer’s use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold. The value-added taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. B. Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. C. Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. D. To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. E. To reclass certain lease payments to retailers for the lease of floor space for the placement of kiosks on their premises from other (expense) income to cost of goods sold. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
GOING CONCERN | 3 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $8,031,286 as of September 30, 2016 and has not generated sufficient revenue to cover its operating expenditure, raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its business plan, additional capital resources will be required. The Company will need to raise capital in the near term in order to continue operating and executing its business plan. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s plan is to expand its market penetration by deploying more kiosks through various channels, thereby increasing revenues. In addition, the Company intends to raise additional equity or loan funds to meet its short term working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. | |
QPAGOS Corporation - Parent Company [Member] | ||
GOING CONCERN | 4 GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $3,989,689 (as restated) as of December 31, 2015 and has not generated sufficient revenue to cover its operating expenditure, raising substantial doubt about the Company's ability to continue as a going concern. In addition to operational expenses, as the Company executes its business plan, additional capital resources will be required. The Company will need to raise capital in the near term in order to continue operating and executing its business plan. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s plan is to expand its market penetration by deploying more kiosks through various channels, thereby increasing revenues, in addition, the Company intends to raise additional equity or loan funds to meet its short term working capital needs. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | |
ACQUISITION | 5 ACQUISITION On August 27, 2015, the Company entered into a series of agreements which completed the Reverse Merger with Qpagos and Redpag. As part of the merger, 1,500 Series A shares and 1,548,480 Series B shares outstanding of Qpagos and 1,500 Series A Shares and 2,238,245 Series B shares of Redpag was acquired by QPAGOS. The original shareholders of Qpagos and Redpag were effectively issued 4,619,314 common shares of QPAGOS resulting in control of QPAGOS, effectuating the reverse merger transaction. The acquisition of Qpagos and Redpag by QPAGOS Corporation has been accounted for as a reverse acquisition for financial accounting purposes. The Reverse Merger is deemed a capital transaction and the net assets of Qpagos and Redpag (the accounting acquirers) are carried forward to QPAGOS Corporation (the legal acquirer) at their carrying value before the combination. The acquisition process utilizes the capital structure of QPAGOS Corporation and the assets and liabilities of Qpagos and Redpag are recorded at historical cost. The financials statements of Qpagos, Redpag and QPAGOS Corporation are being combined for the period from January 1, 2014 through December 31, 2015. In these financial statements, Qpagos and Redpag are the operating entities for financial reporting purposes and the financial statements for all periods presented represent the combined financial position and results of operations of Qpagos and Redpag. The equity of Qpagos and Redpag is the historical equity of QPAGOS Corporation, presented retroactively to reflect the number of shares issued in the transaction. In terms of the restatement, disclosed in note 3 above, On May 12, 2016, Asiya Pearls, Inc., a Nevada corporation (the “Asiya”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of the Asiya (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016 the merger was consummated and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of Asiya’s common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, Asiya 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 Asiya stockholder of 5,000,000 shares of Common Stock agreed to return to Asiya 4,975,000 shares of Common Stock held by such holder to Asiya and the then-current Asiya stockholder retained an aggregate of 25,000 shares of Common Stock and the other stockholders of Asiya retained 5,000,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 shares of Asiya common stock which represented approximately 91% of the Company Common Stock outstanding. The Merger is being treated as a reverse acquisition of Asiya, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation is treated as the acquirer for accounting and financial reporting purposes while Asiya is treated as the acquired entity for accounting and financial reporting purposes. Further, as a result, the historical financial statements that will be reflected in the Company’s future financial statements filed with the United States Securities and Exchange Commission (“SEC”) will be those of Qpagos Corporation, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Qpagos Corporation. |
INVENTORY
INVENTORY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
INVENTORY | 4 INVENTORY Inventory consisted of the following: September 30, December 31, 2015 Kiosks and accessories $ 480,046 $ 668,567 $ 480,046 $ 668,567 | |
QPAGOS Corporation - Parent Company [Member] | ||
INVENTORY | 6 INVENTORY Inventory consisted of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Kiosks and spare parts in transit $ - $ 405,568 Kiosks 668,567 106,047 Spare parts - 135,371 $ 668,567 $ 646,986 |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
PLANT AND EQUIPMENT | 5 PLANT AND EQUIPMENT Plant and Equipment consisted of the following: September December 31, 2015 Computer equipment $ 108,383 $ 107,929 Office equipment 14,712 14,712 Leasehold improvement 12,375 12,375 Total cost 135,470 135,016 Less: accumulated depreciation and amortization (90,265 ) (64,479 ) Plant and equipment, net $ 45,205 $ 70,537 Depreciation expense totaled $25,246 and $25,063 for the nine months ended September 30, 2016 and 2015, respectively. | |
QPAGOS Corporation - Parent Company [Member] | ||
PLANT AND EQUIPMENT | 7 PLANT AND EQUIPMENT Plant and Equipment consisted of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Computer equipment $ 107,929 $ 105,509 Office equipment 14,712 14,712 Leasehold improvement 12,375 10,364 Total cost 135,017 130,585 Less: accumulated depreciation and amortization (64,479 ) (30,600 ) Property and equipment, net $ 70,537 $ 99,985 Depreciation and amortization expense totaled $37,810 and $30,600 for the years ended December 31, 2015 and 2014, respectively. |
INTANGIBLES
INTANGIBLES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
INTANGIBLES | 6 INTANGIBLES License Localization and implementation of the different software and technology modules is supported through a Localization Agreement. Under this agreement, at a cost of $215,000, the licensor allocated engineering and programming resources to the Company. The cost is being amortized over 5 years. On May 1, 2015, Qpagos Corporation entered into a renewable ten-year license with the Licensor for the non-exclusive right to license technology to provide payment services. Subsequently, on November 1, 2015, the Company and the Licensor concluded an additional amendment to the License Agreement by which the Licensor agreed to the exclusivity to the Mexican market subject to the payment of $20,000 per year payable in quarterly installments, the first two such installments payable December 1, 2015. The agreement may be terminated early by the Licensor if Qpagos Corporation fails to comply with its terms and conditions. The quarterly payments are recorded as a prepaid expense and is amortized over the period to which it relates. Intangibles consisted of the following: September 30, December 31, Software Localization Agreement $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (35,833 ) (3,583 ) Intangibles, net $ 179,167 $ 211,417 Amortization expense was $32,788 and $440 for the nine months ended September 30, 2016 and 2015, respectively. | |
QPAGOS Corporation - Parent Company [Member] | ||
INTANGIBLES | 8 INTANGIBLES License Localization and implementation of the different software and technology modules is supported through a Localization Agreement. Under this agreement, at a cost of $215,000, the Licensor allocated engineering and programming resources to the Company. The cost is being amortized over years 5 years. On May 1, 2015, the Company entered into a ten-year license with the Licensor for the non-exclusive right to license technology to provide payment services. Subsequently, on November 1, 2015, the Company and the Licensor concluded an Additional amendment to the License Agreement by which the Licensor agreed to the exclusivity to the Mexican market subject to the payment of $20,000 per year payable in quarterly installments, the first two such installments payable December 1, 2015. The agreement may be terminated early by the Licensor if the Company fails to comply with its terms and conditions Our license with the Licensor is a license for the rights to use three software programs (the “Programs”): RG Switch Payment (designed to transfer payments to providers of services), RG Processing (designed processing and counting of payments) and RG Kiosk (designed for performance of payments through payment collection equipment functioning in the self-service kiosks) to be used in Mexico. Under this agreement the Licensor is obligated to provide the Company with rights to use software updates developed by the Licensor. The ten-year term commences on the date of full payment of the localization contract. The Licensor retains exclusive rights to any intellectual property, including any addition, alteration, program updating, derivative or composed creation, obtained in the process of usage of the programs. The payment for the rights granted under the license is a total of $1,000, payable in annual payments of $100 per year over ten years and is in addition to the payments that we make under the Localization Agreement. The agreement provides, among other things, that we will pay the fee, ensure confidentiality of commercial and technical information received when performing the agreement and inform the Licensor of any changes in its structure. The Licensor has a right to terminate the agreement if we breach the terms of the agreement or do not properly perform or if we do not cure any breach or nonperformance within 30 days of receipt of notice of termination. If the Licensor suffers any damages, they are entitled to request compensation from the Company. The rights to use the Programs terminate upon termination of the Agreement. Intangibles consisted of the following as of December 31, 2015 and 2014, respectively: December December 31, Software license $ 215,000 $ - Total cost 215,000 Less: accumulated amortization (3,583 ) - Intangibles, net $ 211,417 $ Amortization expense was $3,583 and $0 for the year ended December 31, 2015 and 2014, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
NOTES PAYABLE | 7 NOTES PAYABLE Notes payable consisted of the following: Interest September 30, December 31, Description Rate Maturity 2016 2015 YP Holdings LLC 12% December 31, 2015 112,328 103,320 Strategic IR 10% March 28, 2017 50,000 - Gaston Pereira 6% March 15, 2017 10,000 - Total notes payable $ 172,328 $ 103,320 YP Holdings LLC On September 21, 2015, Qpagos Corporation borrowed $100,000 from YP Holdings LLC, pursuant to an unsecured loan agreement. The unpaid balance and any accrued interest was due on December 31, 2015. The loan bears interest at a rate of 12%. The debt remains outstanding as of the date of this report and is expected to be settled within 12 months. Strategic IR Effective September 29, 2016, the Company executed an unsecured promissory note for $50,000 with an investor, bearing interest at 10% per annum payable on March 28, 2017. Gaston Pereira On September 15, 2016, the Company executed a revolving line of credit note for $100,000 with our CEO pursuant to the terms of a Revolving Line of Credit Agreement. The note bears interest at 6% and is due and payable 6 months from the effective date. Provided the borrower is not in default, the borrower may extend and renew the note for an additional 6 month term. As of December 12, 2016, the outstanding balance under the revolving line of credit was $20,000. | |
QPAGOS Corporation - Parent Company [Member] | ||
NOTES PAYABLE | 9 NOTES PAYABLE Notes payable consisted of the following as of December 31, 2015 and 2014, respectively: Description Interest Maturity December 31, December Panatrade Business Ltd 5% February 3, 2019 $ - $ 916,500 Huppay Global Corp 5% 12 June 2019 - 596,543 Newvello Limited 5% July 18, 2019 - 400,000 Satellite Development 11% March 31, 2015 - 211,379 Clive Kabatznik 12% December 31, 2014, - 25,000 Strategic IR, Inc. 12% December 31, 2014, - 75,000 Joseph W & Patricia G Family Trust 12% December 31, 2014, - 100,000 Alberto Pereira Bunster 12% June 30, 2015, - - Dimitri Kurganov 5% April 1, 2016 - - Alex Pereira 12% June 30, 2015 - - Delinvest Commercial Limited 5% May 11, 2015 - - Evgeny Simonov 12% February 3, 2019 - - Igor Moiseev 5% July 18, 2019 - - Irina Galikhanova 5% February 3, 2019 - - Olga Akhmetova 5% February 3, 2019 - - YP Holdings LLC 12% December 31, 2015 103,320 - Total notes payable $ 103,320 $ 2,324,422 No interest was accrued on any of the notes, which were all converted into equity at the principal amount of the note outstanding, except the note payable to YP Holdings LLC, which note accrued interest at 12% per annum and is included in the note payable balance. Panatrade Business Ltd On February 3, 2014, Qpagos entered into a $500,000 unsecured loan agreement, bearing interest at 5% per annum with Panatrade Business Limited (“Panatrade”), the agreement provided for the loan to be granted in several tranches. The loans advanced and any unpaid accrued interest thereon is due sixty (60) months after the first disbursement made by the lender. Interest is payable yearly starting from February 2015. $154,500 was advanced to Qpagos during the year ended December 31, 2014 and a further $35,021 was advanced during the year ended December 31, 2015. On February 3, 2014, Redpag entered into a $1,500,000 unsecured loan agreement, bearing interest at 5% per annum with Panatrade Business Limited, the agreement provided for the loan to be granted in several tranches. The loans advanced and any accrued interest thereon is due sixty (60) months after the first disbursement made by the lender. Interest is to be paid yearly starting from February 2015. $762,000 was advanced to Redpag during the year ended December 31, 2014. On August 31, 2015, in terms of various assignment agreements entered into, a loan of $116,258 was assigned from Satellite Development to Panatrade and Panatrade assigned a total of $876,945 to various other parties. The balance of $190,834 remaining after these assignments was converted, in terms of an exchange agreement entered into with the Company, into 1,908,336 (954,168 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Huppay Global Corp. On June 12, 2014, Qpagos borrowed $199,130, $203,320 and $194,093 under three separate unsecured loan agreements, bearing interest at 5% per annum with Huppay Global Corp. Each loan agreement has the same terms and conditions. The loans advanced and any unpaid accrued interest thereon is due sixty (60) months after the first disbursement made by the lender. Interest is payable yearly starting from February 2015. On August 31, 2015, the total balance outstanding of $596,543 was converted, in terms of an exchange agreement entered into with the Company, into 5,965,430 (2,982,715 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Newvello Limited On July 18, 2014, Qpagos entered into a $400,000 unsecured loan agreement, bearing interest at 5% per annum with Newvello Limited. The loan advanced and any unpaid accrued interest is due sixty (60) months after the first disbursement made by the lender. Interest is payable yearly starting from February 2015. On August 31, 2015, in terms of an assignment agreement entered into, $80,000 of the loan was assigned to an individual. The balance of $320,000 was converted in terms of an exchange agreement entered into with the Company, into 3,200,000 (1,600,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Satellite Development On December 10, 2014, Qpagos entered into a $211,379 unsecured loan agreement, bearing interest at 5% per annum with Satellite development. The loan advanced and any unpaid accrued interest is due sixty (60) months after the first disbursement made by the lender. Interest is payable yearly starting from February 2015. On August 31, 2015, in terms of various assignment agreements entered into, the total loan balance of $211,379 was assigned as follows to Panatrade in the amount of $116,258 and to Delinvest Commercial Limited, in the amount of $95,121. Clive Kabatznik On November 26, 2014, Qpagos entered into a $25,000 unsecured loan agreement, bearing interest at 12% per annum with Clive Kabatznik. The loan advanced and any unpaid accrued interest was due on December 31, 2014, subject to the lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, the total balance outstanding of $25,000 was converted, in terms of an exchange agreement entered into with the Company, into 250,000 (125,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Strategic IR, Inc. On November 26, 2014, Qpagos entered into a $75,000 unsecured loan agreement, bearing interest at 12% per annum with Strategic IR, Inc. The loan advanced and any unpaid accrued interest was due on December 31, 2014, subject to the lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, in terms of an assignment agreement entered into, $50,000 of the Panatrade loan was assigned to Strategic IR. The total balance of the loan outstanding of $125,000 was converted in terms of an exchange agreement entered into with the Company, into 1,250,000 (625,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Joseph W & Patricia G Family Trust On August 6, 2014 and November 26, 2014, Qpagos entered into two equal $50,000 unsecured loan agreements, bearing interest at 12% per annum with Joseph W & Patricia G Family trust. The loans advanced and any unpaid accrued interest was due on December 31, 2014, subject to the lender having the right to extend the maturity date of the loans until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, the total balance outstanding of $100,000 was converted, in terms of an exchange agreement entered into with the Company, into 1,000,000 (500,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Alberto Pereira Bunster On April 10, 2015, Qpagos entered into a $75,000 unsecured loan agreement, bearing interest at 12% per annum with Alberto Pereira Bunster. The loan advanced and any unpaid accrued interest was due on June 30, 2015, subject to the lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, the total balance outstanding of $75,000 was converted, in terms of an exchange agreement entered into with the Company, into 750,000 (375,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Dimitri Kurganov On March 31, 2015, Qpagos entered into a $75,000 unsecured loan agreement, bearing interest at 5% per annum with Dimitri Kurganov. The loan advanced and any unpaid accrued interest was due on April 1, 2016, subject to the lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, the total balance outstanding of $75,000 was converted, in terms of an exchange agreement entered into with the Company, into 750,000 (375,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Alex Pereira On April 10, 2015, Qpagos entered into a $75,000 unsecured loan agreement, bearing interest at 12% per annum with Alex Pereira. The loan advanced and any unpaid accrued interest was due on June 30, 2015, subject to the lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders’ of the Company shall have converted any of their debt into common stock of the Company. On August 31, 2015, the total balance outstanding of $75,000 was converted, in terms of an exchange agreement entered into with the Company, into 750,000 (375,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Delinvest Commercial Limited On February 11, 2015, Qpagos entered into a $300,000 unsecured loan agreement, bearing interest at 5% per annum with Delinvest Commercial limited (“Delinvest”). The loan advanced and any unpaid accrued interest was due three months after the funds were advanced. Interest is payable yearly starting from February 2015. A further $24,980 was advanced to the Company under this loan agreement subsequent to February 11, 2015. On August 31, 2015, in terms of various assignment agreements entered into, a loan of $95,121 was assigned from Satellite Development to Delinvest and Delinvest assigned a total of $162,000 to various other parties. The balance of $258,101 remaining after these assignments was converted, in terms of an exchange agreement entered into with the Company, into 2,581,008 (1,290,504 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Evgeny Simonov On August 31, 2015, in terms of various assignment agreements entered into, a loan of $220,000 was assigned from Panatrade to Evgeny Simonov. The balance of $220,000 was converted, in terms of an exchange agreement entered into with the Company, into 2,200,000 (1,100,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Igor Moiseev On August 31, 2015, in terms of various assignment agreements entered into, a loan of $80,000 was assigned from Newvello Limited to Igor Moiseev. The balance of $80,000 was converted, in terms of an exchange agreement entered into with the Company, into 800,000 (400,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Irina Galikhanova On August 31, 2015, in terms of various assignment agreements entered into, a loan of $380,000 was assigned from Panatrade to Irina Galikhanova. The balance of $380,000 was converted, in terms of an exchange agreement entered into with the Company, into 3,800,000 (1,900,000 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. Olga Akhmetova On August 31, 2015, in terms of various assignment agreements entered into, a loan of $388,945 was assigned from Panatrade to Olga Akhmetova. The balance of $388,945 was converted, in terms of an exchange agreement entered into with the Company, into 3,889,448 (1,944,724 pre-merger) common shares at an issue price of $0.10 ($0.20 pre-merger) per share. YP Holdings LLC On September 21, 2015, Qpagos borrowed $100,000 from YP Holdings LLC, pursuant to an unsecured loan agreement. The unpaid balance and any accrued interest is due on December 31, 2015 bears interest at a rate of 12%. The debt remains outstanding as of the date of this report. The Company is expected to settle this debt in 2016. |
REVENUE
REVENUE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
REVENUE | 9 REVENUE Revenue is derived from the following sources: Three Three Nine Nine Months Months Months Months September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Sales of services $ 736,936 $ 218,377 $ 1,830,237 $ 325,913 Payment processing fees 16,532 17,971 30,113 26,710 Kiosk sales 16,429 127,099 165,752 172,294 Other - 133 146 133 $ 769,897 363,580 $ 2,026,248 $ 525,050 | |
QPAGOS Corporation - Parent Company [Member] | ||
REVENUE | 11 NET REVENUE Revenue is derived from the following sources: Year ended Year ended Sales of services $ 739,894 $ 27,081 Payment processing fees 66,674 - Kiosk sales 321,239 109,981 Other 137 188 $ 1,127,944 $ 137,250 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
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. These common shares were valued at $0.395 per share based on the last issue price of the Company’s common units, consisting of one common share and one warrant to purchase a common share, issued to outside investors, adjusted for the value of the warrants included in the units, prior to entering into these consulting agreements. 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 Weighted Number Weighted $ 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. The restricted stock was valued at $0.10 per share, based on the price on which the debt holders of the company were able to convert their debt into equity of the Company and the last issue price of shares issued to consultants in terms of consulting agreements entered into prior to the issuance of these restricted common shares. 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. The warrants outstanding and exercisable at September 30, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 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. | |
QPAGOS Corporation - Parent Company [Member] | ||
STOCKHOLDERS' EQUITY | 10 STOCKHOLDERS’ EQUITY a. Common Stock After giving effect to the reverse merger consummated on May 12, 2016, the Company has authorized 100,000,000 common shares with a par value of $0.0001 each, and issued and has outstanding 44,784,000 shares of common stock as of December 31, 2015 (“QPAGOS Merger”). The following common shares were issued by the Company during the year ended December 31, 2015: 1. In terms of the reverse merger agreements entered into with Qpagos and Redpag on August 27, 2015, certain shareholders, members of management and consultants who had performed services for Qpagos and Redpag since inception of these entities, in terms of agreements entered into prior to the reverse merger, were entitled to 9,238,628 (4,619,314 pre-QPAGOS Merger) shares in Qpagos and Redpag or its successor companies. These entitlements to shares, described below were considered in determining whether the requirements for a reverse merger had been met. These common shares were retroactively reflected as the stockholder’s equity of the combined operations of the merged operations. i. an aggregate of 4,918,628 (2,459,314 pre-QPAGOS Merger) Common shares were issued to three consultants and advisors, Panatrade, Delinvest Commercial and Sergey Rumyantsev for services prior to and since inception of Qpagos and Redpag, at an issue price of $0.10 ($0.20 pre-QPAGOS Merger) per share, the determined value of our common stock when the shares were issued. ii. an aggregate of 4,320,000 (2,160,000 pre-QPAGOS Merger) shares of restricted common stock were issued to our Chief Executive Officer and Chief Operating Officer in terms of an employment agreements entered into with them for services rendered prior to and since inception of Qpagos and Redpag. These shares are restricted and vest on April 30, 2016 These restricted shares were valued at an issue price of $0.10 ($0.20 pre-QPAGOS Merger) per share, the determined value of our common stock when these shares were issued. 2. The following shares were issued by QPAGOS which were not considered as part of the reverse merger transaction. i. In terms of a private placement agreement entered into on May 18, 2015 between the Company and a placement agent (“the Placement Agent”), the Placement Agent agreed to assist the Company in raising financing. The financing is in the form of equity. The Placement Agent received a fee of 10% of the gross proceeds raised together with a 3% expense recovery fee. In addition, to this the Placement Agent was issued warrants equal to 15% of the total number of shares issued to the investors, on the same terms and conditions of those units issued to investors. 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-QPAGOS Merger) common units of the Company at a price of $0.625 ($1.25 pre-QPAGOS 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-QPAGOS Merger) per share, for net proceeds of $2,601,300 after deducting placement agent fees and other share issue expenses of $388,700. The placement agent was also issued five year warrants to purchase 717,600 (358,800 pre-QPAGOS Merger) units, each unit consisting of a warrant to purchase one share of common stock at an exercise price of $0.625 ($1.25 pre-QPAGOS Merger) per share and an additional five year warrant to purchase one share of common stock at an exercise price of $0.625 ($1.25 pre-QPAGOS Merger) per share, totaling an additional 1,435,200 (717,600 pre-QPAGOS Merger) shares of common stock if all placement agent warrants are exercised. ii. an aggregate of 1,667,150 (833,575 pre-QPAGOS Merger) Common shares were issued to consultants and advisors for services at an issue price of $0.10 ($0.20 pre-QPAGOS Merger) per share, the determined value of our common stock when the shares were issued. iii. an aggregate of 29,094,222 (14,547,111 pre-QPAGOS Merger) Common shares issued to debt holders in a debt for equity swap at an issue price of $0.10 ($0.20 pre-QPAGOS Merger) per share to settle $2,909,423 in notes payable, including interest thereon. Of the notes payable converted to equity, $2,324,422 was included in Notes Payable on the balance sheet at December 31, 2014. 3. Restricted Stock awards Included in 1 above, are restricted stock awards as follows: (a) An aggregate of 2,880,000 (1,440,000 pre-QPAGOS Merger)) shares of restricted common stock were issued to our Chief Executive Officer in terms of an employment agreement entered into with him. These shares are restricted and vest April 30, 2016 These restricted shares were valued at the value per share determined by the board of directors based on value of shares issued to other investors, prior to this issue. (b) An aggregate of 1,440,000 (720,000 pre-QPAGOS Merger) shares of restricted common stock were issued to our Chief Operating Officer in terms of an employment agreement entered into with him. These shares are restricted and vest on April 30, 2016 These restricted shares were valued at the value per share determined by the board of directors based on value of shares issued to other investors, prior to this issue. The restricted stock granted and exercisable at December 31, 2015 is as follows: Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 0.10 2,880,000 $ 0.10 - $ - $ 0.10 1,440,000 $ 0.10 - $ - 4,320,000 $ 0.10 - $ - The Company has recorded an expense of $288,000 and $0 for the year ended December 31, 2015 and 2014, relating to the restricted stock awards. b) Preferred Stock After giving effect to the reverse merger consummated on May 12, 2016, the Company has authorized 25,000,000 common shares with a par value of $0.0001 each, no preferred stock is issued and outstanding as of December 31, 2015. (c) Warrants 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-QPAGOS Merger) common units of the Company at a price of $0.625 ($1.25 pre-QPAGOS 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-QPAGOS Merger) per share. The placement agent was also issued, in terms of a placement agent agreement, five year warrants to purchase 717,600 (358,800 pre-QPAGOS Merger) units at $0.625 ($1.25 pre-QPAGOS Merger)) per unit, each consisting of one share of Common stock and an additional five year warrant exercisable for one shares of Common Stock at an exercise price of $0.625 ($1.25 pre-QPAGOS Merger)) per share, giving a total of 1,435,200 (717,600 pre-QPAGOS Merger) warrants to purchase common shares at an exercise price of $0.625 ($1.25 pre-QPAGOS Merger)) per share if all placement agent warrants are exercised. The fair value of Warrants issued were valued using the Black-Scholes pricing model and the following weighted average assumptions were used: Year ended December 31, 2015 Calculated stock price $ 0.875 Risk-free interest rate 1.38% to 1.74 % Expected life of warrants (in years) 5 Expected volatility of the underlying stock 159.5 % Expected dividend rate 0 % The volatility of the common stock is estimated using historical data of companies in the same industry as the Company. The risk-free interest rate used in the Black-Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the warrants granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2015, the Company does not anticipate any of the warrants will be forfeited in performing the valuation of the warrants. A summary of warrant activity during the period January 1, 2014 to December 31, 2015 is as follows: Shares Warrants Exercise Weighted Outstanding January 1, 2014 - $ - $ - Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2014 - $ - $ - Granted 6,219,200 0.625 0.625 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2015 6,219,200 $ 0.625 $ 0.625 The warrants outstanding and exercisable at December 31, 2015 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 4.76 $ 0.625 6,219,200 $ 0.625 4.76 6,219,200 $ 6,219,200 $ The warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2015 and 2014, respectively. (d) Conversion of Notes Payable to Equity In 2015, the Company, in a debt for equity transaction, settled $2,909,423 in notes payable, including interest thereon in exchange for 29,094,222 shares of common stock. Of the notes payable converted to equity, $2,324,422 is included in Notes Payable on the balance sheet at December 31, 2014. (e) Reverse merger transactions Reverse Merger with Qpagos Corporation On August 27, 2015, Qpagos Corporation entered into a series of agreements which completed the Reverse Merger with Qpagos S.A.P.I. de C.V. and Redpag S.A.P.I. de C.V. As part of the merger, the original shareholders of Qpagos and Redpag were effectively issued 2,459,314 common shares of QPAGOS, in terms of the consulting agreements disclosed in (a)(ii) above and 2,160,000 common shares disclosed in (a)(iv) above, resulting in a total of 4,619,314 common shares issued which have been retroactively reflected as the stockholder’s equity of the combined operations of the merged operations. Reverse Merger with QPAGOS In terms of the restatement, disclosed in note 3 above, On May 12, 2016, Asiya Pearls, Inc., a Nevada corporation (the “Asiya”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Qpagos Corporation, a Delaware corporation (“Qpagos Corporation”), and Qpagos Merge, Inc., a Delaware corporation and wholly owned subsidiary of the Asiya (“Merger Sub”). Pursuant to the Merger Agreement, on May 12, 2016 the merger was consummated and Qpagos Corporation and Merger Sub merged (the “Merger”), with Qpagos Corporation continuing as the surviving corporation of the Merger. Pursuant to the Merger Agreement, upon consummation of the Merger, each share of Qpagos Corporation’s capital stock issued and outstanding immediately prior to the Merger was converted into the right to receive two shares of Asiya’s common stock, par value $0.0001 per share (the “Common Stock”). Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, Asiya 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 Asiya stockholder of 5,000,000 shares of Common Stock agreed to return to Asiya 4,975,000 shares of Common Stock held by such holder to Asiya and the then-current Asiya stockholder retained an aggregate of 25,000 shares of Common Stock and the other stockholders of Asiya retained 5,000,000 shares of Common Stock. Therefore, immediately following the Merger, Qpagos Corporation’s former stockholders held 49,929,000 shares of Asiya common stock which represented approximately 91% of the Company Common Stock outstanding. The Merger is being treated as a reverse acquisition of Asiya, a public shell company, for financial accounting and reporting purposes. As such, Qpagos Corporation is treated as the acquirer for accounting and financial reporting purposes while Asiya is treated as the acquired entity for accounting and financial reporting purposes. Further, as a result, the historical financial statements that will be reflected in the Company’s future financial statements filed with the United States Securities and Exchange Commission (“SEC”) will be those of Qpagos Corporation, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Qpagos Corporation. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | |
INCOME TAXES | 12 INCOME TAXES The provision for income taxes consists of the following: Year ended December 31, 2015 Year ended December 31, 2014 Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - A reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows: Year ended Year ended Tax expense at the federal statutory rate $ (1,070,844 ) $ (522,457 ) State tax expense, net of federal tax effect - - Effect of foreign operations 87,694 69,514 Permanent timing differences 62,082 35,858 Deferred income tax asset valuation allowance 921,068 417,085 $ - $ - Significant components of the Company’s deferred income tax assets are as follows: December 31, 2015 December 31, 2014 Depreciation and amortization $ (74,219 ) $ 3 Other (26,989 ) - Net operating losses 1,022,276 417,082 Valuation allowance (921,068 ) (417,085 ) Net deferred income tax assets $ - $ - The valuation allowance for deferred income tax assets as of December 31, 2015 and December 31, 2014 was $921,068 and $417,085, respectively. The net change in the deferred income tax assets valuation allowance was an increase of $503,983 for 2015 and a decrease of $452,029 for 2014, respectively. As of December 31, 2015, the prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. The Company’s net operating loss carry-forwards of $7,488,342 begin to expire in 2023 through 2035. In assessing the realizability of deferred income tax assets, management considers whether or not it is more likely than not that some portion or all deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company’s ability to utilize the operating loss carry-forwards may be subject to an annual limitation in future periods pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, if future changes in ownership occur. |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
EQUITY BASED COMPENSATION | 10 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Nine Nine Restricted stock awards $ 144,000 $ 166,715 Stock issued for services rendered 2,032,275 - $ 2,176,275 $ 166,715 | |
QPAGOS Corporation - Parent Company [Member] | ||
EQUITY BASED COMPENSATION | 13 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Year ended Year ended Stock issued for services rendered 166,715 - $ 166,715 $ - |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
NET LOSS PER SHARE | 11 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the nine months ended September 30, 2016 and 2015, all unvested restricted stock awards and warrants, were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Nine Nine Restricted stock awards – unvested - 1,160,000 Shares of common stock 6,219,200 6,219,200 6,219,200 7,379,200 | |
QPAGOS Corporation - Parent Company [Member] | ||
NET LOSS PER SHARE | 14 NET LOSS PER SHARE Basic loss per share is based on the weighted-average number of common shares outstanding during each period. Diluted loss per share is based on basic shares as determined above plus common stock equivalents. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. For the year ended December 31, 2015 and 2014, all unvested restricted stock awards and warrants, were excluded from the computation of diluted net loss per share. Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Year ended Year ended Restricted stock awards – unvested 4,320,000 4,320,000 Warrants to purchase shares of common stock 6,219,200 - 10,539,200 4,320,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | 12 COMMITMENTS AND CONTINGENCIES Qpagos Corporation operates from an office facility in Mexico. The office is leased under a three (3) year non-cancellable operating lease, which ends on December 15, 2016. The monthly rental expense, including maintenance expenditure is $2,729. The future minimum lease installments under this agreement as of September 30, 2016 is approximately $8,185. | |
QPAGOS Corporation - Parent Company [Member] | ||
COMMITMENTS AND CONTINGENCIES | 15 COMMITMENTS AND CONTINGENCIES The Company operates from an office facility in Mexico. The office is leased under a three (3) year non-cancellable operating lease, which ends on December 15, 2016. The lease calls for monthly rental payment, including maintenance, of $3,425 in 2014 and $2,929 in 2015, as adjusted for exchange rate changes. The future minimum lease installments under this agreement as of December 31, 2015 to December 16, 2016 is approximately $32,748. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
SUBSEQUENT EVENTS | 13 SUBSEQUENT EVENTS On October 7, 2016 and October 17, 2016, the Company issued an additional 60,000 shares of common stock for gross proceeds of $45,000 to an investor in terms of an executed Securities Purchase Agreement. Between October 14, 2016 and November 23, 2016, the Company executed five unsecured promissory notes totaling $225,000, with investors, each promissory note bearing interest at 10% per annum and maturing between February 13, 2017 and November 23, 2017. Other than disclosed above, in accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2016 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. | |
QPAGOS Corporation - Parent Company [Member] | ||
SUBSEQUENT EVENTS | 16 SUBSEQUENT EVENTS Subsequent to year end, on February 1, 2016, the Company entered into a consulting agreement with a newly formed Delaware corporation, Yogipay Corporation (“Yogipay”), in terms of the consulting agreement the Company will provide access to its considerable expertise in the payments services business to Yogipay in exchange for 3,000,000 shares of the newly formed entity which represents a 15% ownership interest in Yogipay at the date of entering into the agreement. 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 5,145,000 (2,572,500 pre-merger) common shares of the Company at an issue price of $0.395 ($0.79 pre-merger) per share On May 12, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement Sub The acquisition of the Company by Asiya has been accounted for as a reverse acquisition for financial accounting purposes. The Reverse Merger is deemed a capital transaction and the net assets of Asiya (the accounting acquirer) is carried forward to the Company (the legal acquirer) at their carrying value before the merger. The acquisition process utilizes the capital structure of Asiya and the assets and liabilities of the Company are recorded at historical cost. The financials statements of Asiya and the Company are being combined and the Company is the operating entity for financial reporting purposes and the financial statements for all periods presented represent the combined financial position and results of operations of the Company. On June 1, 2016, the Board of directors approved changing the Company’s year end from October 31 to December 31. On June 7, 2016, 4,975,000 shares were returned to the Company and recorded as treasury shares, in terms of the Merger Agreement. During the period, May 16, 2016 to October 17, 2016, the Company issued an additional 500,000 shares of common stock for gross proceeds of $375,000 to an investor in terms of executed Securities Purchase Agreements. On September 15, 2016, the Company executed a revolving line of credit note for $100,000 with our Chief Executive Officer pursuant to the terms of a Revolving Line of Credit Agreement. The note bears interest at 6% and is due and payable 6 months from the effective date. Provided the borrower is not in default, the borrower may extend and renew the note for an additional 6 month term. As of December 12, 2016, the outstanding balance under the revolving line of credit was $20,000. Between September 29, 2016 and November 23,2016, the Company executed six unsecured promissory notes totaling $275,000, with investors, each promissory note bearing interest at 10% per annum and maturing between February 13,2017 and November 23, 2017. In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2015 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. |
ACCOUNTING POLICIES AND ESTIM23
ACCOUNTING POLICIES AND ESTIMATES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Basis of Presentation | a) Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three months and nine months ended September 30, 2016 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements of Qpagos Corporation included in the current report on Form 8-K/A as filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2016. All amounts referred to in the notes to the financial statements are in United States Dollars ($) unless stated otherwise. | |
Principles of Consolidation | b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary and its indirect subsidiaries. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: QPAGOS – Parent Company QPAGOS Corporation – 100% owned QPagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) | |
Mexican Operations | c) Mexican Operations The financial statements of the Company’s Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. | |
Use of Estimates | d) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to: the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. | |
Risks and Uncertainties | e) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s operations are carried out in Mexico. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Mexico and by the general state of that economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. | |
Recent Accounting Pronouncements | f) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments." ASU 2016-13 will replace the current incurred loss approach with an expected loss model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount under the current other-than-temporary impairment model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. We are currently evaluating the effect ASU 2016-13 will have on our unaudited condensed consolidated financial statements. In August 2016, FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect ASU 2016-15 will have on our unaudited condensed consolidated statements of cash flows. In October 2016, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory." ASU 2016-16 requires immediate recognition of income tax consequences of intercompany asset transfers, other than inventory transfers. Existing GAAP prohibits recognition of income tax consequences of intercompany asset transfers whereby the seller defers any net tax effect and the buyer is prohibited from recognizing a deferred tax asset on the difference between the newly created tax basis of the asset in its tax jurisdiction and its financial statement carrying amount as reported in the consolidated financial statements. ASU 2016-16 specifically excludes from its scope intercompany inventory transfers whereby the recognition of tax consequences will take place when the inventory is sold to third parties. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not been issued or made available for issuance. We are currently evaluating the effect ASU 2016-16 will have on our unaudited condensed consolidated financial statements. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | |
Cash and Cash Equivalents | g) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At September 30, 2016 and December 31, 2015, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. At September 30, 2016, cash balances in the United States did not exceed the federally insured limit. | |
Accounts Receivable and Allowance for Doubtful Accounts | h) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the nine months ended September 30, 2016. | |
Cost Method Investments | i) Cost Method Investments Investee companies not accounted for under the consolidation or the equity method are accounted for under the cost method of accounting. Under this method, the Company’s share of earnings or losses of such investee companies is not included in the condensed consolidated balance sheet or statement of comprehensive loss. However, impairment charges are recognized in the condensed consolidated statement of comprehensive loss. If circumstances suggest that the value of the investee company has subsequently recovered, such recovery is not recorded. There is no impairment of investment at September 30, 2016. | |
Inventory | j) Inventory The Company primarily values inventories at the lower of cost or market applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. | |
Revenue Recognition | k) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition (ASC 605). In general, the Company records revenue when it is realized, or realizable and earned. The Company considers revenue to be realized, or realizable and earned when, persuasive evidence of an arrangement exists, the products or services have been approved by the customer after delivery and/or installation acceptance or performance of services; the sales price is fixed or determinable within the contract; and collectability is reasonably assured. The Company has the following sources of revenue which is recognized on the basis described below. • Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the Company owns or kiosks that are owned by third parties. The Company recognizes the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. • Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through our kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities, when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. • Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities, when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and the Company does not generate any revenues from merchants who access its terminals as yet. | |
QPAGOS Corporation - Parent Company [Member] | ||
Basis of Presentation | a) Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On August 31, 2015, the QPAGOS Corporation completed the Reverse Merger with Qpagos and Redpag. The results of operations for Qpagos and Redpag have been combined from January 1, 2014 to December 31, 2014 in these consolidated financial statements. All amounts referred to in the notes to the financial statements are in United States Dollars ($) unless stated otherwise. | |
Principles of Consolidation | b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary in which it has a majority voting interest. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The entities included in these consolidated financial statements are as follows: Qpagos Corporation – Parent Company Qpagos, S.A. P.I de C.V., a Mexican entity (99.996% owned) Redpag Electrónicos, S.A. P.I. de C.V., a Mexican entity (99.990% owned) | |
Mexican Operations | c) Mexican Operations The financial statements of the Company’s Mexican operations are measured using local currencies as their functional currencies. The Company translates the assets and liabilities of its Mexican subsidiaries at the exchange rates in effect at year end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of stockholders’ equity, while transaction gains (losses) are included in net income (loss). All sales to customers are in Mexico. | |
Use of Estimates | d) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, which are evaluated on an ongoing basis, that affect the amounts reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and judgments. In particular, significant estimates and judgments include those related to: the estimated useful lives for plant and equipment, the fair value of warrants and stock options granted for services or compensation, estimates of the probability and potential magnitude of contingent liabilities, derivative liabilities, the valuation allowance for deferred tax assets due to continuing operating losses, those related to revenue recognition and the allowance for doubtful accounts. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. | |
Contingencies | e) Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. | |
Fair Value of Financial Instruments | f) Fair Value of Financial Instruments The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts receivable, other current assets, other assets, accounts payable, accrued liabilities, and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. The Company did not identify any other assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance. ASC 825-10 “Financial Instruments | |
Risks and Uncertainties | g) Risks and Uncertainties The Company's operations will be subject to significant risk and uncertainties including financial, operational, regulatory and other risks associated, including the potential risk of business failure. The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions not only limit the Company’s access to capital, but also make it difficult for its customers, vendors and the Company to accurately forecast and plan future business activities. The Company’s operations are carried out in Mexico. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Mexico and by the general state of those economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. | |
Recent Accounting Pronouncements | h) Recent Accounting Pronouncements In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs In August 2015, from Contracts with Customers (Topic 606): Deferral of the Effective Date” In January 2016 “Recognition and Measurement of Financial Assets and Financial Liabilities “ In February 2016 “Leases” In March 2016 “Improvements to Employee Share-Based Payment Accounting” In April 2016 “Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing “ Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. | |
Reporting by Segment | i) Reporting by Segment No segmental information is required as the Company currently only has one segment of business, providing physical and virtual payment services in the Mexican Market. | |
Cash and Cash Equivalents | j) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At December 31, 2015 and December 31, 2014, respectively, the Company had no cash equivalents. The Company minimizes credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution in the United States. The balance at times may exceed federally insured limits. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. At December 31, 2014, the balance did not exceed the federally insured limit. | |
Accounts Receivable and Allowance for Doubtful Accounts | k) Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are reported at realizable value, net of allowances for doubtful accounts, which is estimated and recorded in the period the related revenue is recorded. The Company has a standardized approach to estimate and review the collectability of its receivables based on a number of factors, including the period they have been outstanding. Historical collection and payer reimbursement experience is an integral part of the estimation process related to allowances for doubtful accounts. In addition, the Company regularly assesses the state of its billing operations in order to identify issues, which may impact the collectability of these receivables or reserve estimates. Revisions to the allowance for doubtful accounts estimates are recorded as an adjustment to bad debt expense. Receivables deemed uncollectible are charged against the allowance for doubtful accounts at the time such receivables are written-off. Recoveries of receivables previously written-off are recorded as credits to the allowance for doubtful accounts. There were no recoveries during the period ended December 31, 2015 and 2014. | |
Inventory | l) Inventory The Company primarily values inventories at the lower of cost or market applied on a first-in, first-out basis. The Company identifies and writes down its excess and obsolete inventories to net realizable value based on usage forecasts, order volume and inventory aging. With the development of new products, the Company also rationalizes its product offerings and will write-down discontinued product to the lower of cost or net realizable value. | |
Plant and Equipment | m) Plant and Equipment Plant and equipment is stated at cost, less accumulated depreciation. Plant and equipment with costs greater than $1,000 are capitalized and depreciated. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows: Description Estimated Useful Life Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years The cost of repairs and maintenance is expensed as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. | |
Intangibles | n) Intangibles All of our intangible assets are subject to amortization. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Where intangibles are deemed to be impaired we recognize an impairment loss measured as the difference between the estimated fair value of the intangible and its book value. i) License Agreements License agreements acquired by the Company are reported at acquisition value less accumulated amortization and impairments. ii) Amortization Amortization is reported in the income statement on a straight-line basis over the estimated useful life of the intangible assets, unless the useful life is indefinite. Amortizable intangible assets are amortized from the date that they are available for use. The estimated useful life of the license agreement is five years which is the expected period for which we expect to derive a benefit from the underlying license agreements. | |
Long-Term Assets | o) Long-Term Assets Assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |
Revenue Recognition | p) Revenue Recognition The Company’s revenue recognition policy is consistent with the requirements of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition (ASC 605). In general, the Company records revenue when it is realized, or realizable and earned. The Company considers revenue to be realized, or realizable and earned when, persuasive evidence of an arrangement exists, the products or services have been approved by the customer after delivery and/or installation acceptance or performance of services; the sales price is fixed or determinable within the contract; and collectability is reasonably assured. The Company has the following sources of revenue which is recognized on the basis described below. • Revenue from the sale of services Prepaid services are acquired from providers and is sold to end-users through kiosks that the company owns or kiosks that are owned by third parties. We recognize the revenue on the sale of these services when the end-user deposits funds into the terminal and the prepaid service is delivered to the end-user. The revenue is recognized at the gross value, including margin, of the prepaid service to the Company, net of any value-added tax which is collected on behalf of the Mexican Revenue Authorities. • Payment processing provided to end-users The Company provides a secure means for end-users to pay for certain services, such as utilities through our kiosks. The Company earns either a fixed per-transaction fee or a fixed percentage of the service sold. The Company acts as a collection agent and recognizes the payment processing fee, net of any value-added taxes collected on behalf of the Mexican Revenue Authorities, when the funds are deposited into the kiosk and the customer has settled his liability or has acquired a prepaid service. • Revenue from the sale of kiosks. The Company imports, assembles and sell kiosks that are used to generate the revenues discussed above. Revenue is recognized on the full value of the kiosks sold, net of any valued added taxation collected on behalf of the Mexican Revenue Authorities, when the customer takes delivery of the kiosk and all the risks and rewards of ownership are passed to the customer. The Company does not enter into any leasing of kiosks arrangements with customers and we do not generate any revenues from merchants who access our terminals as yet. | |
Share-Based Payment Arrangements | q) Share-Based Payment Arrangements Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded in operating expenses in the consolidated statement of operations. | |
Income Taxes | r) Income Taxes The Company’s primary operations are based in Mexico and currently enacted tax laws in Mexico are used in the calculation of income taxes, the holding company is based in the US and currently enacted US tax laws are used in the calculation of income taxes. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A full valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2015 and 2014, there have been no interest or penalties incurred on income taxes. | |
Net Loss per Share | s) Net Loss per Share Basic net loss per share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed on the basis of the weighted average number of common shares and common share equivalents outstanding. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation (See Note 14 below). Dilution is computed by applying the treasury stock method for options and warrants. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common shares at the average market price during the period. Dilution is computed by applying the if-converted method for convertible preferred shares. Under this method, convertible preferred stock is assumed to be converted at the beginning of the period (or at the time of issuance, if later), and preferred dividends (if any) will be added back to determine income applicable to common stock. The shares issuable upon conversion will be added to weighted average number of common shares outstanding. Conversion will be assumed only if it reduces earnings per share (or increases loss per share). Any common shares issued as a result of the issue of stock options and warrants would come from newly issued common shares from our remaining authorized shares. | |
Comprehensive income | t) Comprehensive income Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. For the Company, comprehensive income for the periods presented includes translation adjustment and net loss. |
ACCOUNTING POLICIES AND ESTIM24
ACCOUNTING POLICIES AND ESTIMATES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | |
Schedule of estimated useful life of productive assets. | The estimated useful lives of the assets are as follows: Description Estimated Useful Life Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years |
RESTATEMENT OF PREVIOUSLY ISS25
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | |
Schedule of restatement of previously issued financial statements | The restated Consolidated Balance Sheet as of December 31, 2015 and 2014, the related Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 and the Statement of Cash Flows for the year ended December 31, 2015, are presented below: QPAGOS RESTATED CONSOLIDATED BALANCE SHEET December 31, 2015 As Previously As Reported Adjustments Notes Restated Assets Current Assets Cash $ 832,159 $ 832,159 Accounts receivable 242,075 242,075 Inventory 668,567 668,567 Recoverable IVA taxes and credits 412,143 5,754 (A), (B) 417,897 Other current assets 20,509 31,505 (B) 52,014 Total Current Assets 2,175,453 37,259 2,212,712 Non-Current Assets Plant and equipment, net 70,537 70,537 Intangibles, net 211,417 211,417 Other assets 11,712 11,712 Total Non-Current Assets 293,666 - 293,666 Total Assets $ 2,469,119 $ 37,259 $ 2,506,378 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 38,372 $ 38,372 Notes payable 103,320 103,320 IVA and other taxes payable 181,946 10,098 (A), (B) 192,044 Advances from customers 1,986 1,986 Total Current Liabilities 325,624 10,098 335,722 Total Liabilities 325,624 10,098 335,722 Stockholders' Equity Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 shares issued and outstanding as of December 31, 2015. 22,392 (17,914 ) (D) 4,478 Additional paid-in-capital 5,717,947 17,914 (D) 5,735,861 Accumulated deficit (4,019,428 ) 29,739 (3,989,689 ) Accumulated other comprehensive income 422,584 (2,578 ) (C) 420,006 Total stockholder's equity - controlling interest 2,143,495 27,161 2,170,656 Non-controlling interest - - - Total Stockholders' Equity 2,143,495 27,161 2,170,656 Total Liabilities and Stockholders' Equity $ 2,469,119 $ 37,259 $ 2,506,378 CONSOLIDATED BALANCE SHEET December 31, 2014 As Previously As Reported Adjustments Notes Restated Assets Current Assets Cash $ 173,828 $ 173,828 Accounts receivable 15,914 15,914 Inventory 646,986 646,986 Recoverable IVA taxes and credits 171,200 171,200 Other current assets 50,000 $ 50,000 Total Current Assets 1,057,928 - 1,057,928 Non-Current Assets Plant and equipment, net 99,985 99,985 Other assets 6,192 6,192 Total Non-Current Assets 106,177 - 106,177 Total Assets $ 1,164,105 $ - $ 1,164,105 Liabilities and Stockholders' Deficit Current Liabilities Accounts payable $ 102,501 $ 102,501 Notes payable 2,324,422 2,324,422 IVA and other taxes payable 8,625 8,625 Advances from customers 3,092 3,092 Total Current Liabilities 2,438,640 - 2,438,640 Total Liabilities 2,438,640 - 2,438,640 Stockholders' Deficit Common stock, $0.0001 par value; 100,000,000 shares authorized, 9,238,628 shares issued and outstanding as of December 31, 2014. 4,619 (3,695 ) (D) 924 Additional paid-in-capital 58,282 3,695 (D) 61,977 Accumulated deficit (1,490,185 ) (1,490,185 ) Accumulated other comprehensive income 152,749 152,749 Total stockholder's deficit - controlling interest (1,274,535 ) - (1,274,535 ) Non-controlling interest - - - Total Stockholders' Deficit (1,274,535 ) - (1,274,535 ) Total Liabilities and Stockholders' Deficit $ 1,164,105 $ - $ 1,164,105 QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated Revenues Sales of services 1,122,319 $ (382,425 ) (A) $ 739,894 Kiosk sales 321,239 321,239 Payment processing fees 66,674 66,674 Other 137 137 1,510,369 (382,425 ) 1,127,944 Cost of Goods Sold Sales of services 1,122,319 (412,164 ) (A), (B) 710,155 Kiosk sales 369,909 369,909 Other 28,900 11,272 ( E) 40,172 1,521,128 (400,892 ) 1,120,236 Gross (Loss) Profit (10,759 ) 18,467 (B) 7,708 General and administrative 2,000,714 2,000,714 Depreciation and amortization 37,810 37,810 Total Expense 2,038,524 - 2,038,524 Loss from Operations (2,049,283 ) 18,467 (2,030,816 ) Other (expense) income (9,991 ) 10,194 (E) 203 Interest expense, net (3,319 ) 1,078 (E) (2,241 ) Foreign currency loss (466,920 ) (466,920 ) Loss before Provision for Income Taxes (2,529,513 ) 29,739 (2,499,774 ) Provision for Income Taxes - - Net Loss (2,529,513 ) 29,739 (2,499,774 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,529,513 ) $ 29,739 $ (2,499,774 ) Net Loss Per Share - Basic and Diluted $ (0.10 ) $ 0.00 $ (0.10 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 25,698,746 25,698,746 (D) 25,698,746 Other Comprehensive Income Foreign currency translation adjustment 269,835 (2,578 ) (C) 267,257 Total Comprehensive loss (2,259,678 ) 27,161 (2,232,517 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,259,678 ) $ 27,161 $ (2,232,517 ) QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2014 As Previously As Reported Adjustments Notes Restated Revenues Sales of services $ 27,081 $ 27,081 Kiosk sales 109,981 109,981 Payment processing fees - - Other 188 188 137,250 - 137,250 Cost of Goods Sold Sales of services 29,060 29,060 Kiosk sales 102,252 102,252 Other 1,676 2,614 (E) 4,290 132,988 2,614 135,602 Gross Profit 4,262 (2,614 ) 1,648 General and administrative 1,264,535 1,264,535 Depreciation and amortization 30,600 30,600 Total Expense 1,295,135 - 1,295,135 Loss from Operations (1,290,873 ) (2,614 ) (1,293,487 ) Other income 2,419 2,614 (E) 5,033 Interest expense, net 11 11 Foreign currency loss (200,875 ) (200,875 ) Loss before Provision for Income Taxes (1,489,318 ) - (1,489,318 ) Provision for Income Taxes - - Net Loss (1,489,318 ) - (1,489,318 ) Net loss attributable to non-controlling interest - - Net Loss Attributable to Controlling Interest $ (1,489,318 ) $ - $ (1,489,318 ) Net Loss Per Share - Basic and Diluted $ (0.16 ) $ (0.16 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 9,238,628 9,238,628 (D) 9,238,628 Other Comprehensive Income Foreign currency translation adjustment 147,167 147,167 Total Comprehensive loss (1,342,151 ) - (1,342,151 ) Comprehensive loss attributable to non-controlling interest - - Comprehensive Loss Attributable to Controlling Interest $ (1,342,151 ) $ - $ (1,342,151 ) QPAGOS CONSOLIDATED STATEMENT OF CASH FLOWS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to the company $ (2,529,513 ) $ 29,739 (B) $ (2,499,774 ) Less: loss attributable to non-controlling interest - - Net loss (2,529,513 ) 29,739 (2,499,774 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 34,227 34,227 Amortization expense 3,583 3,583 Equity based compensation charge 166,715 166,715 Changes in Assets and Liabilities Accounts receivable (226,161 ) (226,161 ) Inventory (21,581 ) (21,581 ) Recoverable IVA taxes and credits (240,943 ) (5,754 ) (A), (B) (246,697 ) Other current assets 29,491 (31,505 ) (B) (2,014 ) Other assets (5,520 ) (5,520 ) Accounts payable and accrued expenses (64,129 ) (64,129 ) IVA and other taxes payable 173,591 10,098 (A), (B) 183,689 Advances from customers (1,106 ) (1,106 ) Interest accruals 3,320 3,320 CASH USED IN OPERATING ACTIVITIES (2,678,026 ) 2,578 (2,675,448 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (4,779 ) (4,779 ) Intangible assets (215,000 ) (215,000 ) NET CASH USED IN INVESTING ACTIVITIES (219,779 ) - (219,779 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds on common stock issued 2,990,000 2,990,000 Share issue expenses (388,700 ) (388,700 ) Proceeds from loans payable 685,001 685,001 NET CASH PROVIDED BY FINANCING ACTIVITIES 3,286,301 - 3,286,301 Effect of exchange rate changes on cash and cash equivalents 269,835 (2,578 ) (C) 267,257 NET INCREASE IN CASH 658,331 658,331 CASH AT BEGINNING OF PERIOD 173,828 173,828 CASH AT END OF PERIOD $ 832,159 $ - $ 832,159 CASH PAID FOR INTEREST AND TAXES: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Conversion of debt to equity $ 2,909,423 $ 2,909,423 NOTES A. Management noted an error in the recording of transactions related to a consumer’s use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold. The value-added taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. B. Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. C. Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. D. To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. E. To reclass certain lease payments to retailers for the lease of floor space for the placement of kiosks on their premises from other (expense) income to cost of goods sold. |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of inventory | Inventory consisted of the following: September 30, December 31, 2015 Kiosks and accessories $ 480,046 $ 668,567 $ 480,046 $ 668,567 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of inventory | Inventory consisted of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Kiosks and spare parts in transit $ - $ 405,568 Kiosks 668,567 106,047 Spare parts - 135,371 $ 668,567 $ 646,986 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of property and equipment | Plant and Equipment consisted of the following: September December 31, 2015 Computer equipment $ 108,383 $ 107,929 Office equipment 14,712 14,712 Leasehold improvement 12,375 12,375 Total cost 135,470 135,016 Less: accumulated depreciation and amortization (90,265 ) (64,479 ) Plant and equipment, net $ 45,205 $ 70,537 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of property and equipment | Plant and Equipment consisted of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Computer equipment $ 107,929 $ 105,509 Office equipment 14,712 14,712 Leasehold improvement 12,375 10,364 Total cost 135,017 130,585 Less: accumulated depreciation and amortization (64,479 ) (30,600 ) Property and equipment, net $ 70,537 $ 99,985 Depreciation and amortization expense totaled $37,810 and $30,600 for the years ended December 31, 2015 and 2014, respectively. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of intangibles | Intangibles consisted of the following: September 30, December 31, Software Localization Agreement $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (35,833 ) (3,583 ) Intangibles, net $ 179,167 $ 211,417 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of intangibles | Intangibles consisted of the following as of December 31, 2015 and 2014, respectively: December December 31, Software license $ 215,000 $ - Total cost 215,000 Less: accumulated amortization (3,583 ) - Intangibles, net $ 211,417 $ |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of short term notes payable | Notes payable consisted of the following: Interest September 30, December 31, Description Rate Maturity 2016 2015 YP Holdings LLC 12% December 31, 2015 112,328 103,320 Strategic IR 10% March 28, 2017 50,000 - Gaston Pereira 6% March 15, 2017 10,000 - Total notes payable $ 172,328 $ 103,320 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of short term notes payable | Notes payable consisted of the following as of December 31, 2015 and 2014, respectively: Description Interest Maturity December 31, December Panatrade Business Ltd 5% February 3, 2019 $ - $ 916,500 Huppay Global Corp 5% 12 June 2019 - 596,543 Newvello Limited 5% July 18, 2019 - 400,000 Satellite Development 11% March 31, 2015 - 211,379 Clive Kabatznik 12% December 31, 2014, - 25,000 Strategic IR, Inc. 12% December 31, 2014, - 75,000 Joseph W & Patricia G Family Trust 12% December 31, 2014, - 100,000 Alberto Pereira Bunster 12% June 30, 2015, - - Dimitri Kurganov 5% April 1, 2016 - - Alex Pereira 12% June 30, 2015 - - Delinvest Commercial Limited 5% May 11, 2015 - - Evgeny Simonov 12% February 3, 2019 - - Igor Moiseev 5% July 18, 2019 - - Irina Galikhanova 5% February 3, 2019 - - Olga Akhmetova 5% February 3, 2019 - - YP Holdings LLC 12% December 31, 2015 103,320 - Total notes payable $ 103,320 $ 2,324,422 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of restricted stock granted | Included in common stock is restricted stock which vested on April 30, 2016: Restricted Stock Granted Restricted Stock Vested Grant date Price Number Weighted Number Weighted $ 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 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of restricted stock granted | The restricted stock granted and exercisable at December 31, 2015 is as follows: 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 - $ - $ 0.10 1,440,000 $ 0.10 - $ - 4,320,000 $ 0.10 - $ - | |
Warrant [Member] | ||
Schedule of exercise price range of warrants | The warrants outstanding and exercisable at September 30, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 4.00 $ 0.625 6,219,200 $ 0.625 4.00 | |
Warrant [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Schedule of fair value assumptions | The fair value of Warrants issued were valued using the Black-Scholes pricing model and the following weighted average assumptions were used: Year ended December 31, 2015 Calculated stock price $ 0.875 Risk-free interest rate 1.38% to 1.74 % Expected life of warrants (in years) 5 Expected volatility of the underlying stock 159.5 % Expected dividend rate 0 % | |
Schedule of warrant activity | A summary of warrant activity during the period January 1, 2014 to December 31, 2015 is as follows: Shares Warrants Exercise Weighted Outstanding January 1, 2014 - $ - $ - Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2014 - $ - $ - Granted 6,219,200 0.625 0.625 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2015 6,219,200 $ 0.625 $ 0.625 | |
Schedule of exercise price range of warrants | The warrants outstanding and exercisable at December 31, 2015 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 4.76 $ 0.625 6,219,200 $ 0.625 4.76 6,219,200 $ 6,219,200 $ |
NET REVENUE (Tables)
NET REVENUE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of revenue | Revenue is derived from the following sources: Three Three Nine Nine Months Months Months Months September 30, September 30, September 30, September 30, 2016 2015 2016 2015 Sales of services $ 736,936 $ 218,377 $ 1,830,237 $ 325,913 Payment processing fees 16,532 17,971 30,113 26,710 Kiosk sales 16,429 127,099 165,752 172,294 Other - 133 146 133 $ 769,897 363,580 $ 2,026,248 $ 525,050 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of revenue | Revenue is derived from the following sources: Year ended Year ended Sales of services $ 739,894 $ 27,081 Payment processing fees 66,674 - Kiosk sales 321,239 109,981 Other 137 188 $ 1,127,944 $ 137,250 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) - QPAGOS Corporation - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: Year ended December 31, 2015 Year ended December 31, 2014 Current Federal $ - $ - State - - Foreign - - $ - $ - Deferred Federal $ - $ - State - - Foreign - - $ - $ - |
Schedule of statutory income tax | A reconciliation of the U.S. Federal statutory income tax to the effective income tax is as follows: Year ended Year ended Tax expense at the federal statutory rate $ (1,070,844 ) $ (522,457 ) State tax expense, net of federal tax effect - - Effect of foreign operations 87,694 69,514 Permanent timing differences 62,082 35,858 Deferred income tax asset valuation allowance 921,068 417,085 $ - $ - |
Schedule of deferred income tax assets | Significant components of the Company’s deferred income tax assets are as follows: December 31, 2015 December 31, 2014 Depreciation and amortization $ (74,219 ) $ 3 Other (26,989 ) - Net operating losses 1,022,276 417,082 Valuation allowance (921,068 ) (417,085 ) Net deferred income tax assets $ - $ - |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of equity based compensation | Equity based compensation is made up of the following: Nine Nine Restricted stock awards $ 144,000 $ 166,715 Stock issued for services rendered 2,032,275 - $ 2,176,275 $ 166,715 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of equity based compensation | Equity based compensation is made up of the following: Year ended Year ended Stock issued for services rendered 166,715 - $ 166,715 $ - |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of anti-dilutive | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Nine Nine Restricted stock awards – unvested - 1,160,000 Shares of common stock 6,219,200 6,219,200 6,219,200 7,379,200 | |
QPAGOS Corporation - Parent Company [Member] | ||
Schedule of anti-dilutive | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Year ended Year ended Restricted stock awards – unvested 4,320,000 4,320,000 Warrants to purchase shares of common stock 6,219,200 - 10,539,200 4,320,000 |
ORGANIZATION AND DESCRIPTION 35
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016Number$ / sharesshares | Dec. 31, 2015Number$ / sharesshares | Aug. 31, 2015 | |
Number of common stock issued | 5,000,000 | ||
Number of common stock returned | 4,975,000 | 4,975,000 | |
Number of common stock held | 25,000 | 25,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of capital stock converted into common stock | 2 | 2 | |
Qpagos, S.A. P.I de C.V [Member] | |||
Percentage of majority stockholders | 99.996% | 99.996% | |
Warrant [Member] | |||
Number of common stock exercisable | 6,219,200 | ||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | |||
Number of common stock others | 2 | ||
Number of common stock held | 49,929,000 | 49,929,000 | |
Number of subsidiaries | Number | 2 | 2 | |
Percentage of majority stockholders | 100.00% | ||
Percentage of outstanding shares | 91.00% | 91.00% | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Date of acquisition agreement | May 12, 2016 | May 12, 2016 | |
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | Warrant [Member] | |||
Number of common stock exercisable | 6,219,200 | 6,219,200 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | Share Exchange Agreement [Member] | |||
Percentage of majority stockholders | 99.996% | ||
Percentage of outstanding shares | 99.99% | ||
Redpag Electronicos, S.A. P.I. de C.V [Member] | |||
Percentage of majority stockholders | 99.99% | 99.99% |
ACCOUNTING POLICIES AND ESTIM36
ACCOUNTING POLICIES AND ESTIMATES (Details) - QPAGOS Corporation - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property | Lesser of estimated useful life or life of lease |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
ACCOUNTING POLICIES AND ESTIM37
ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Number | Sep. 30, 2016USD ($) | Dec. 31, 2014USD ($) | |
Plant and equipment costs | $ 135,016 | $ 135,470 | |
Qpagos, S.A. P.I de C.V [Member] | |||
Percentage of ownership interest | 99.996% | 99.996% | |
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | |||
Percentage of ownership interest | 100.00% | ||
Redpag Electronicos, S.A. P.I. de C.V [Member] | |||
Percentage of ownership interest | 99.99% | 99.99% | |
QPAGOS Corporation - Parent Company [Member] | |||
Number of reportable segment | Number | 1 | ||
Cash FDIC uninsured amount | $ 531,238 | ||
Plant and equipment costs | $ 135,016 | $ 130,585 | |
Amortized period of intangible assets | 5 years | ||
QPAGOS Corporation - Parent Company [Member] | Minimum [Member] | |||
Plant and equipment costs | $ 1,000 |
RESTATEMENT OF PREVIOUSLY ISS38
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Current Assets | |||||||
Cash | $ 25,638 | $ 832,159 | $ 141,642 | $ 173,828 | |||
Accounts receivable | 59,059 | 242,075 | |||||
Inventory | 480,046 | 668,567 | |||||
Recoverable IVA taxes and credits | 358,521 | 417,897 | |||||
Other current assets | 149,778 | 52,014 | |||||
Total Current Assets | 1,073,042 | 2,212,712 | |||||
Non-Current Assets | |||||||
Plant and equipment, net | 45,205 | 70,537 | |||||
Intangibles, net | 179,167 | 211,417 | |||||
Other assets | 10,447 | 11,712 | |||||
Total Non-Current Assets | 237,819 | 293,666 | |||||
Total Assets | 1,310,861 | 2,506,378 | |||||
Current Liabilities | |||||||
Accounts payable | 237,159 | 38,372 | |||||
Notes payable | 172,328 | 103,320 | |||||
IVA and other taxes payable | 111,686 | 192,044 | |||||
Advances from customers | 8,324 | 1,986 | |||||
Total Current Liabilities | 529,497 | 335,722 | |||||
Total Liabilities | 529,497 | 335,722 | |||||
Stockholders' Equity (Deficit) | |||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 and 9,238,628 shares issued and outstanding as of December 31, 2015 and December 31, 2014. | 5,540 | 4,478 | |||||
Additional paid-in-capital | 8,239,527 | 5,735,861 | |||||
Accumulated deficit | (8,031,286) | (3,989,689) | |||||
Accumulated other comprehensive income | 567,583 | 420,006 | |||||
Total stockholder's equity (deficit) - controlling interest | 781,364 | 2,170,656 | |||||
Non-controlling interest | |||||||
Total Stockholders' Equity (Deficit) | 781,364 | 2,170,656 | |||||
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,310,861 | 2,506,378 | |||||
As Previously Reported [Member] | |||||||
Stockholders' Equity (Deficit) | |||||||
Total stockholder's equity (deficit) - controlling interest | 2,141,948 | ||||||
Adjustments [Member] | |||||||
Stockholders' Equity (Deficit) | |||||||
Total stockholder's equity (deficit) - controlling interest | 28,708 | ||||||
QPAGOS Corporation - Parent Company [Member] | |||||||
Current Assets | |||||||
Cash | 832,159 | 173,828 | $ 52,065 | ||||
Accounts receivable | 242,075 | 15,914 | |||||
Inventory | 668,567 | 646,986 | |||||
Recoverable IVA taxes and credits | 417,897 | [1],[2] | 171,200 | ||||
Other current assets | 52,014 | [1] | 50,000 | ||||
Total Current Assets | 2,212,712 | 1,057,928 | |||||
Non-Current Assets | |||||||
Plant and equipment, net | 70,537 | 99,985 | |||||
Intangibles, net | 211,417 | ||||||
Other assets | 11,712 | 6,192 | |||||
Total Non-Current Assets | 293,666 | 106,177 | |||||
Total Assets | 2,506,378 | 1,164,105 | |||||
Current Liabilities | |||||||
Accounts payable | 38,372 | 102,501 | |||||
Notes payable | 103,320 | 2,324,422 | |||||
IVA and other taxes payable | 192,044 | [1],[2] | 8,625 | ||||
Advances from customers | 1,986 | 3,092 | |||||
Total Current Liabilities | 335,722 | 2,438,640 | |||||
Total Liabilities | 335,722 | 2,438,640 | |||||
Stockholders' Equity (Deficit) | |||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 and 9,238,628 shares issued and outstanding as of December 31, 2015 and December 31, 2014. | [3] | 4,478 | 924 | ||||
Additional paid-in-capital | [3] | 5,735,861 | 61,977 | ||||
Accumulated deficit | (3,989,689) | (1,490,185) | |||||
Accumulated other comprehensive income | 420,006 | [4] | 152,749 | ||||
Total stockholder's equity (deficit) - controlling interest | 2,170,656 | (1,274,535) | $ 67,616 | ||||
Non-controlling interest | |||||||
Total Stockholders' Equity (Deficit) | 2,170,656 | (1,274,535) | |||||
Total Liabilities and Stockholders' Equity (Deficit) | 2,506,378 | 1,164,105 | |||||
QPAGOS Corporation - Parent Company [Member] | As Previously Reported [Member] | |||||||
Current Assets | |||||||
Cash | 832,159 | 173,828 | |||||
Accounts receivable | 242,075 | 15,914 | |||||
Inventory | 668,567 | 646,986 | |||||
Recoverable IVA taxes and credits | 412,143 | [1],[2] | 171,200 | ||||
Other current assets | 20,509 | [1] | 50,000 | ||||
Total Current Assets | 2,175,453 | 1,057,928 | |||||
Non-Current Assets | |||||||
Plant and equipment, net | 70,537 | 99,985 | |||||
Intangibles, net | 211,417 | ||||||
Other assets | 11,712 | 6,192 | |||||
Total Non-Current Assets | 293,666 | 106,177 | |||||
Total Assets | 2,469,119 | 1,164,105 | |||||
Current Liabilities | |||||||
Accounts payable | 38,372 | 102,501 | |||||
Notes payable | 103,320 | 2,324,422 | |||||
IVA and other taxes payable | 181,946 | [1],[2] | 8,625 | ||||
Advances from customers | 1,986 | 3,092 | |||||
Total Current Liabilities | 325,624 | 2,438,640 | |||||
Total Liabilities | 325,624 | 2,438,640 | |||||
Stockholders' Equity (Deficit) | |||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 and 9,238,628 shares issued and outstanding as of December 31, 2015 and December 31, 2014. | [3] | 22,392 | 4,619 | ||||
Additional paid-in-capital | [3] | 5,717,947 | 58,282 | ||||
Accumulated deficit | (4,019,428) | (1,490,185) | |||||
Accumulated other comprehensive income | 422,584 | [4] | 152,749 | ||||
Total stockholder's equity (deficit) - controlling interest | 2,143,495 | (1,274,535) | |||||
Non-controlling interest | |||||||
Total Stockholders' Equity (Deficit) | 2,143,495 | (1,274,535) | |||||
Total Liabilities and Stockholders' Equity (Deficit) | 2,469,119 | 1,164,105 | |||||
QPAGOS Corporation - Parent Company [Member] | Adjustments [Member] | |||||||
Current Assets | |||||||
Cash | |||||||
Recoverable IVA taxes and credits | [1],[2] | 5,754 | |||||
Other current assets | [1] | 31,505 | |||||
Total Current Assets | 37,259 | ||||||
Non-Current Assets | |||||||
Total Non-Current Assets | |||||||
Total Assets | 37,259 | ||||||
Current Liabilities | |||||||
IVA and other taxes payable | [1],[2] | 10,098 | |||||
Total Current Liabilities | 10,098 | ||||||
Total Liabilities | 10,098 | ||||||
Stockholders' Equity (Deficit) | |||||||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 44,784,000 and 9,238,628 shares issued and outstanding as of December 31, 2015 and December 31, 2014. | [3] | (17,914) | (3,695) | ||||
Additional paid-in-capital | [3] | 17,914 | 3,695 | ||||
Accumulated deficit | 29,739 | ||||||
Accumulated other comprehensive income | [4] | (2,578) | |||||
Total stockholder's equity (deficit) - controlling interest | 27,161 | ||||||
Non-controlling interest | |||||||
Total Stockholders' Equity (Deficit) | 27,161 | ||||||
Total Liabilities and Stockholders' Equity (Deficit) | $ 37,259 | ||||||
[1] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||||
[2] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | ||||||
[3] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. | ||||||
[4] | Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. |
RESTATEMENT OF PREVIOUSLY ISS39
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Revenues | ||||||||
Sales of services | $ 736,936 | $ 218,377 | $ 1,830,237 | $ 325,913 | ||||
Kiosk sales | 16,429 | 127,099 | 165,752 | 172,294 | ||||
Payment processing fees | 16,532 | 17,971 | 30,113 | 26,710 | ||||
Other | 133 | 146 | 133 | |||||
Net Revenue | 769,897 | 363,580 | 2,026,248 | 525,050 | ||||
Cost of Goods Sold | ||||||||
Cost of Goods Sold | 736,021 | 311,779 | 1,942,957 | 455,715 | ||||
Gross (Loss) Profit | 33,876 | 51,801 | 83,291 | 69,335 | ||||
General and administrative | 536,156 | 360,610 | 3,845,798 | 1,153,981 | ||||
Depreciation and amortization | 19,345 | 8,583 | 58,034 | 25,503 | ||||
Total Expense | 555,501 | 369,193 | 3,903,832 | 1,179,484 | ||||
Loss from Operations | (521,625) | (317,392) | (3,820,541) | (1,110,149) | ||||
Other (expense) income | 636 | 4,651 | 471 | |||||
Interest expense, net | (3,025) | (9,008) | ||||||
Foreign currency loss | (101,854) | (205,179) | (216,699) | (418,368) | ||||
Loss before Provision for Income Taxes | (625,868) | (522,571) | (4,041,597) | (1,528,046) | ||||
Provision for Income Taxes | ||||||||
Net Loss | (625,868) | (522,571) | (4,041,597) | (1,528,046) | ||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ (625,868) | $ (522,571) | $ (4,041,597) | $ (1,528,046) | ||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.07) | ||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 55,344,870 | 37,184,000 | 54,226,382 | 21,250,969 | ||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | $ 55,418 | $ 156,873 | $ 147,577 | $ 263,353 | ||||
Total Comprehensive loss | (570,450) | (365,698) | (3,894,020) | (1,264,694) | ||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | $ (570,450) | $ (365,698) | $ (3,894,020) | $ (1,264,694) | ||||
QPAGOS Corporation - Parent Company [Member] | ||||||||
Revenues | ||||||||
Sales of services | $ 739,894 | [1] | $ 27,081 | |||||
Kiosk sales | 321,239 | 109,981 | ||||||
Payment processing fees | 66,674 | |||||||
Other | 137 | 188 | ||||||
Net Revenue | 1,127,944 | 137,250 | ||||||
Cost of Goods Sold | ||||||||
Sales of services | 710,155 | [2] | 29,060 | |||||
Kiosk sales | 369,909 | 102,252 | ||||||
Other | [3] | 40,172 | 4,290 | |||||
Cost of Goods Sold | 1,120,236 | 135,602 | ||||||
Gross (Loss) Profit | 7,708 | [2] | 1,648 | |||||
General and administrative | 2,000,714 | 1,264,535 | ||||||
Depreciation and amortization | 37,810 | 30,600 | ||||||
Total Expense | 2,038,524 | 1,295,135 | ||||||
Loss from Operations | (2,030,816) | (1,293,487) | ||||||
Other (expense) income | [3] | 203 | 5,033 | |||||
Interest expense, net | (2,241) | [3] | 11 | |||||
Foreign currency loss | (466,920) | (200,875) | ||||||
Loss before Provision for Income Taxes | (2,499,774) | (1,489,318) | ||||||
Provision for Income Taxes | ||||||||
Net Loss | (2,499,774) | (1,489,318) | ||||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ (2,499,774) | [2] | $ (1,489,318) | |||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.10) | $ (0.30) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | [4] | 25,698,747 | 4,918,628 | |||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | $ 267,257 | [5] | $ 147,167 | |||||
Total Comprehensive loss | (2,232,517) | (1,342,151) | ||||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | (2,232,517) | (1,342,151) | ||||||
QPAGOS Corporation - Parent Company [Member] | As Previously Reported [Member] | ||||||||
Revenues | ||||||||
Sales of services | 1,122,319 | [1] | 27,081 | |||||
Kiosk sales | 321,239 | 109,981 | ||||||
Payment processing fees | 66,674 | |||||||
Other | 137 | 188 | ||||||
Net Revenue | 1,510,369 | 137,250 | ||||||
Cost of Goods Sold | ||||||||
Sales of services | 1,122,319 | [2] | 29,060 | |||||
Kiosk sales | 369,909 | 102,252 | ||||||
Other | [3] | 28,900 | 1,676 | |||||
Cost of Goods Sold | 1,521,128 | 132,988 | ||||||
Gross (Loss) Profit | (10,759) | [2] | 4,262 | |||||
General and administrative | 2,000,714 | 1,264,535 | ||||||
Depreciation and amortization | 37,810 | 30,600 | ||||||
Total Expense | 2,038,524 | 1,295,135 | ||||||
Loss from Operations | (2,049,283) | (1,290,873) | ||||||
Other (expense) income | [3] | (9,991) | 2,419 | |||||
Interest expense, net | (3,319) | [3] | 11 | |||||
Foreign currency loss | (466,920) | (200,875) | ||||||
Loss before Provision for Income Taxes | (2,529,513) | (1,489,318) | ||||||
Provision for Income Taxes | ||||||||
Net Loss | (2,529,513) | (1,489,318) | ||||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ (2,529,513) | [2] | $ (1,489,318) | |||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.10) | $ (0.16) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | [4] | 25,698,746 | 9,238,628 | |||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | $ 269,835 | [5] | $ 147,167 | |||||
Total Comprehensive loss | (2,259,678) | (1,342,151) | ||||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | (2,259,678) | (1,342,151) | ||||||
QPAGOS Corporation - Parent Company [Member] | Adjustments [Member] | ||||||||
Revenues | ||||||||
Sales of services | [1] | (382,425) | ||||||
Net Revenue | (382,425) | |||||||
Cost of Goods Sold | ||||||||
Sales of services | [2] | (412,164) | ||||||
Other | [3] | 11,272 | 2,614 | |||||
Cost of Goods Sold | (400,892) | 2,614 | ||||||
Gross (Loss) Profit | 18,467 | [2] | (2,614) | |||||
Total Expense | ||||||||
Loss from Operations | 18,467 | (2,614) | ||||||
Other (expense) income | [3] | 10,194 | 2,614 | |||||
Interest expense, net | [3] | 1,078 | ||||||
Loss before Provision for Income Taxes | 29,739 | |||||||
Net Loss | 29,739 | |||||||
Net loss attributable to non-controlling interest | ||||||||
Net Loss Attributable to Controlling Interest | $ 29,739 | [2] | ||||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ 0 | |||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | [4] | 25,698,746 | 9,238,628 | |||||
Other Comprehensive Income | ||||||||
Foreign currency translation adjustment | [5] | $ (2,578) | ||||||
Total Comprehensive loss | 27,161 | |||||||
Comprehensive loss attributable to non-controlling interest | ||||||||
Comprehensive Loss Attributable to Controlling Interest | $ 27,161 | |||||||
[1] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | |||||||
[2] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | |||||||
[3] | To reclass certain lease payments to retailers for the lease of floor space for the placement of kiosks on their premises from other (expense) income to cost of goods sold. | |||||||
[4] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. | |||||||
[5] | Represents the restatement of the foreign currency translation adjustment directly related to the restatement of revenues and cost of goods sold discussed in A and B above. |
RESTATEMENT OF PREVIOUSLY ISS40
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | $ (625,868) | $ (522,571) | $ (4,041,597) | $ (1,528,046) | ||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (625,868) | (522,571) | (4,041,597) | (1,528,046) | ||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 25,246 | 25,063 | ||||||
Amortization expense | 32,788 | 440 | ||||||
Equity based compensation charge | 144,000 | 166,715 | ||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | 79,130 | (320,303) | ||||||
Inventory | 188,521 | 29,513 | ||||||
Recoverable IVA taxes and credits | 59,376 | (200,006) | ||||||
Other current assets | (97,765) | 63,366 | ||||||
Other assets | 1,265 | (3,460) | ||||||
Accounts payable and accrued expenses | 198,786 | (19,283) | ||||||
IVA and other taxes payable | (80,358) | 98,594 | ||||||
Advances from customers | 6,338 | 41,196 | ||||||
Interest accruals | 9,009 | |||||||
CASH USED IN OPERATING ACTIVITIES | (1,342,098) | (1,646,211) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Reverse merger net liabilities | (1,547) | |||||||
Purchase of property and equipment | (453) | (3,975) | ||||||
Intangible assets | (115,000) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (2,000) | (118,975) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds on common stock issued | 330,000 | 883,050 | ||||||
Proceeds from loans payable | 60,000 | 586,597 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 390,000 | 1,469,647 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 147,577 | 263,353 | ||||||
NET INCREASE IN CASH | (806,521) | (32,186) | ||||||
CASH AT BEGINNING OF PERIOD | 832,159 | 173,828 | $ 173,828 | |||||
CASH AT END OF PERIOD | $ 25,638 | $ 141,642 | 25,638 | 141,642 | 832,159 | $ 173,828 | ||
CASH PAID FOR INTEREST AND TAXES: | ||||||||
Cash paid for income taxes | ||||||||
Cash paid for interest | ||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Conversion of debt to equity | 2,909,423 | |||||||
QPAGOS Corporation - Parent Company [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | (2,499,774) | [1] | (1,489,318) | |||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (2,499,774) | (1,489,318) | ||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 34,227 | 31,668 | ||||||
Amortization expense | 3,583 | 518 | ||||||
Equity based compensation charge | 166,715 | |||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (226,161) | (13,301) | ||||||
Inventory | (21,581) | (646,986) | ||||||
Recoverable IVA taxes and credits | (246,697) | [1],[2] | (161,984) | |||||
Other current assets | (2,014) | [1] | (50,000) | |||||
Other assets | (5,520) | 762 | ||||||
Accounts payable and accrued expenses | (64,129) | 50,082 | ||||||
IVA and other taxes payable | 183,689 | [1],[2] | 4,609 | |||||
Advances from customers | (1,106) | 3,092 | ||||||
Interest accruals | 3,320 | |||||||
CASH USED IN OPERATING ACTIVITIES | (2,675,448) | (2,270,858) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Reverse merger net liabilities | (4,779) | |||||||
Purchase of property and equipment | (4,779) | (132,171) | ||||||
Intangible assets | (215,000) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (219,779) | (132,171) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds on common stock issued | 2,990,000 | |||||||
Share issue expenses | (388,700) | |||||||
Proceeds from loans payable | 685,001 | 2,324,422 | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,286,301 | 2,377,625 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 267,257 | [3] | 147,167 | |||||
NET INCREASE IN CASH | 658,331 | 121,763 | ||||||
CASH AT BEGINNING OF PERIOD | 832,159 | 173,828 | 173,828 | 52,065 | ||||
CASH AT END OF PERIOD | 832,159 | 173,828 | ||||||
CASH PAID FOR INTEREST AND TAXES: | ||||||||
Cash paid for income taxes | ||||||||
Cash paid for interest | ||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Conversion of debt to equity | 2,909,423 | |||||||
QPAGOS Corporation - Parent Company [Member] | As Previously Reported [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | (2,529,513) | [1] | (1,489,318) | |||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (2,529,513) | (1,489,318) | ||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 34,227 | |||||||
Amortization expense | 3,583 | |||||||
Equity based compensation charge | 166,715 | |||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (226,161) | |||||||
Inventory | (21,581) | |||||||
Recoverable IVA taxes and credits | [1],[2] | (240,943) | ||||||
Other current assets | [1] | 29,491 | ||||||
Other assets | (5,520) | |||||||
Accounts payable and accrued expenses | (64,129) | |||||||
IVA and other taxes payable | [1],[2] | 173,591 | ||||||
Advances from customers | (1,106) | |||||||
Interest accruals | 3,320 | |||||||
CASH USED IN OPERATING ACTIVITIES | (2,678,026) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Reverse merger net liabilities | (4,779) | |||||||
Purchase of property and equipment | (215,000) | |||||||
Intangible assets | (219,779) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds on common stock issued | 2,990,000 | |||||||
Share issue expenses | (388,700) | |||||||
Proceeds from loans payable | 685,001 | |||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,286,301 | |||||||
Effect of exchange rate changes on cash and cash equivalents | [3] | 269,835 | ||||||
NET INCREASE IN CASH | 658,331 | |||||||
CASH AT BEGINNING OF PERIOD | 832,159 | $ 173,828 | 173,828 | |||||
CASH AT END OF PERIOD | 832,159 | 173,828 | ||||||
CASH PAID FOR INTEREST AND TAXES: | ||||||||
Cash paid for income taxes | ||||||||
Cash paid for interest | ||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Conversion of debt to equity | 2,909,423 | |||||||
QPAGOS Corporation - Parent Company [Member] | Adjustments [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | 29,739 | [1] | ||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | 29,739 | |||||||
Changes in Assets and Liabilities | ||||||||
Recoverable IVA taxes and credits | [1],[2] | (5,754) | ||||||
Other current assets | [1] | (31,505) | ||||||
IVA and other taxes payable | [1],[2] | 10,098 | ||||||
CASH USED IN OPERATING ACTIVITIES | 2,578 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Intangible assets | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
Effect of exchange rate changes on cash and cash equivalents | [3] | (2,578) | ||||||
CASH AT BEGINNING OF PERIOD | ||||||||
CASH AT END OF PERIOD | ||||||||
[1] | Management noted an error in recording of cost of goods sold of prepaid services sold to end users. Purchases of prepaid services from providers are recorded as a prepaid asset, which is subsequently expensed to cost of goods sold when the service is sold and the risks and rewards of ownership passed to end users. The cost of goods sold was incorrectly recorded as equal to revenue on all service sales. The gross profit on these revenue transactions was earned but remained on our balance sheet in prepaid expenditure. The restated financial statements reduced the costs of goods sold recorded by the gross profit earned on these transactions with a corresponding reduction in prepaid expenditure. The net value added tax effect on these transactions was restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | |||||||
[2] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. | |||||||
[3] | To reflect the adjustments necessary to record the recapitalization effect of the reverse merger with Asiya Pearls, Inc. |
RESTATEMENT OF PREVIOUSLY ISS41
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) | Aug. 27, 2015shares | Sep. 30, 2016Number$ / sharesshares | Dec. 31, 2015Number$ / sharesshares | Dec. 31, 2014$ / sharesshares | Dec. 31, 2013shares |
Number of common stock issued | 5,000,000 | ||||
Number of common stock returned | 4,975,000 | 4,975,000 | |||
Number of common stock held | 25,000 | 25,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of capital stock converted into common stock | 2 | 2 | |||
Warrant [Member] | |||||
Number of common stock exercisable | 6,219,200 | ||||
QPAGOS Corporation - Parent Company [Member] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||
Number of common stock exercisable | 6,219,200 | ||||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | |||||
Number of common stock issued | 4,619,314 | ||||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | Series A Shares [Member] | |||||
Number of shares acquired | 1,500 | ||||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | Series B Shares [Member] | |||||
Number of shares acquired | 1,548,480 | ||||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | |||||
Number of common stock issued | 4,619,314 | ||||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | Series A Shares [Member] | |||||
Number of shares acquired | 1,500 | ||||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | Series B Shares [Member] | |||||
Number of shares acquired | 2,238,245 | ||||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | |||||
Number of common stock held | 49,929,000 | 49,929,000 | |||
Number of subsidiaries | Number | 2 | 2 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Date of acqusition agreement | May 12, 2016 | May 12, 2016 | |||
Percentage of outstanding shares | 91.00% | 91.00% | |||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | Warrant [Member] | |||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accumulated deficit | $ (8,031,286) | $ (3,989,689) | |
QPAGOS Corporation - Parent Company [Member] | |||
Accumulated deficit | $ (3,989,689) | $ (1,490,185) |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) | Aug. 27, 2015shares | Sep. 30, 2016Number$ / sharesshares | Dec. 31, 2015Number$ / sharesshares | Dec. 31, 2014$ / shares |
Number of common stock issued | 5,000,000 | |||
Number of common stock returned | 4,975,000 | 4,975,000 | ||
Number of common stock held | 25,000 | 25,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Number of capital stock converted into common stock | 2 | 2 | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | ||||
Number of common stock issued | 4,619,314 | |||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | Series A Shares [Member] | ||||
Number of shares acquired | 1,500 | |||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger [Member] | Series B Shares [Member] | ||||
Number of shares acquired | 1,548,480 | |||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | ||||
Number of common stock issued | 4,619,314 | |||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | Series A Shares [Member] | ||||
Number of shares acquired | 1,500 | |||
Redpag Electronicos, S.A. P.I. de C.V [Member] | Reverse Merger [Member] | Series B Shares [Member] | ||||
Number of shares acquired | 2,238,245 | |||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | ||||
Number of common stock held | 49,929,000 | 49,929,000 | ||
Number of subsidiaries | Number | 2 | 2 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Date of acqusition agreement | May 12, 2016 | May 12, 2016 | ||
Percentage of outstanding shares | 91.00% | 91.00% |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory, net | $ 480,046 | $ 668,567 | |
QPAGOS Corporation - Parent Company [Member] | |||
Inventory, net | 668,567 | $ 646,986 | |
Kiosks and Accessories [Member] | |||
Inventory, net | $ 480,046 | 668,567 | |
Kiosks and Accessories [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Inventory, net | 668,567 | 106,047 | |
Kiosks And Spare Parts In Transit [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Inventory, net | 405,568 | ||
Spare Parts [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Inventory, net | $ 135,371 |
PLANT AND EQUIPMENT (Details)
PLANT AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 135,470 | $ 135,016 | |
Less: accumulated depreciation and amortization | (90,265) | (64,479) | |
Property and equipment, net | 45,205 | 70,537 | |
QPAGOS Corporation - Parent Company [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 135,016 | $ 130,585 | |
Less: accumulated depreciation and amortization | (64,479) | (30,600) | |
Property and equipment, net | 70,537 | 99,985 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 108,383 | 107,929 | |
Computer Equipment [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 107,929 | 105,509 | |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 14,712 | 14,712 | |
Office Equipment [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 14,712 | 14,712 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 12,375 | 12,375 | |
Leasehold Improvements [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 12,375 | $ 10,364 |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation and amortization expense | $ 25,246 | $ 25,063 | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Depreciation and amortization expense | $ 37,810 | $ 30,600 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||
Total cost | $ 215,000 | $ 215,000 | |
Less: accumulated amortization | (35,833) | (3,583) | |
Intangibles, net | 179,167 | 211,417 | |
QPAGOS Corporation - Parent Company [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total cost | 215,000 | ||
Less: accumulated amortization | (3,583) | ||
Intangibles, net | 211,417 | ||
Software License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total cost | $ 215,000 | 215,000 | |
Software License [Member] | QPAGOS Corporation - Parent Company [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total cost | $ 215,000 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) | May 01, 2015 | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)Number | Dec. 31, 2014USD ($) | Nov. 01, 2015USD ($) |
Payments to intangible assets | $ 115,000 | |||||
Amortization expense | $ 32,788 | $ 440 | ||||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | Software License Arrangement [Member] | Software License [Member] | ||||||
Amortized period of intangible assets | 5 years | |||||
Payments for exclusive rights to mexican market | $ 20,000 | |||||
License renewable term (in years) | 10 years | |||||
Agreement cost | $ 215,000 | |||||
QPAGOS Corporation - Parent Company [Member] | ||||||
Amortized period of intangible assets | 5 years | |||||
Payments to intangible assets | $ 215,000 | |||||
QPAGOS Corporation - Parent Company [Member] | Software License [Member] | ||||||
Number of software programe | Number | 3 | |||||
Amortization expense | $ 3,583 | $ 0 | ||||
QPAGOS Corporation - Parent Company [Member] | Software License Arrangement [Member] | Software License [Member] | ||||||
Payments for exclusive rights to mexican market | $ 20,000 | |||||
Payments to intangible assets | $ 1,000 | |||||
Frequency of intagible assets | Annual | |||||
Frequency payment of intagible assets | $ 100 | |||||
License renewable term (in years) | 10 years | |||||
Agreement cost | $ 215,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 21, 2015 | Aug. 31, 2015 | Apr. 10, 2015 | Dec. 31, 2014 |
Total notes payable | $ 172,328 | $ 103,320 | ||||
QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 103,320 | $ 2,324,422 | ||||
6% Notes Payable Due On March 15, 2017 [Member] | Gaston Pereira [Member] | ||||||
Total notes payable | 10,000 | |||||
Strategic IR, Inc [Member] | 10% Notes Payable Due On March 28, 2017 [Member] | ||||||
Total notes payable | 50,000 | |||||
Strategic IR, Inc [Member] | 12% Notes Payable Due On December 31, 2014 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | $ 125,000 | 75,000 | ||||
YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | QPAGOS Corporation - Wholly Owned Subsidiary [Member] | ||||||
Total notes payable | $ 112,328 | 103,320 | $ 100,000 | |||
YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 103,320 | |||||
Panatrade Business Ltd [Member] | 5% Notes Payable Due On February 3, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 916,500 | |||||
Huppay Global Corp [Member] | 5% Notes Payable Due On June 12, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 596,543 | 596,543 | ||||
Newvello Limited [Member] | 5% Notes Payable Due On July 18, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 400,000 | |||||
Satellite Development [Member] | 11% Notes Payable Due On March 31, 2015 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 211,379 | |||||
Clive Kabatznik [Member] | 12% Notes Payable Due On December 31, 2014 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 25,000 | |||||
Clive Kabatznik [Member] | 12% Notes Payable Due On December 31, 2014 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 25,000 | |||||
Joseph W & Patricia G Family Trust [Member] | 12% Notes Payable Due On December 31, 2014 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 100,000 | 100,000 | ||||
Alberto Pereira Bunster [Member] | 12% Notes Payable Due On June 30, 2015 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | 75,000 | |||||
Dimitri Kurganov [Member] | 5% Notes Payable Due On April 1, 2016 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | $ 75,000 | |||||
Alex Pereira [Member] | 12% Notes Payable Due On June 30, 2015 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | $ 75,000 | |||||
Delinvest Commercial Limited [Member] | 5% Notes Payable Due On May 11, 2015 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | ||||||
Evgeny Simonov [Member] | 12% Notes Payable Due On February 3, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | ||||||
Igor Moiseev [Member] | 5% Notes Payable Due On July 18,2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | ||||||
Irina Galikhanova [Member] | 5% Notes Payable Due On February 3, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable | ||||||
Olga Akhmetova [Member] | 5% Notes Payable Due On February 3, 2019 [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Total notes payable |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Sep. 15, 2016 | Aug. 31, 2015 | Apr. 10, 2015 | Mar. 31, 2015 | Feb. 11, 2015 | Dec. 10, 2014 | Nov. 26, 2014 | Aug. 06, 2014 | Jul. 18, 2014 | Jun. 12, 2014 | Feb. 03, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 12, 2016 | Sep. 29, 2016 | Sep. 21, 2015 |
Notes payable | $ 172,328 | $ 103,320 | ||||||||||||||||
Value of debt instrument converted | $ 2,909,423 | |||||||||||||||||
QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 103,320 | $ 2,324,422 | ||||||||||||||||
Value of debt instrument converted | 2,909,423 | |||||||||||||||||
10% Notes Payable Due On March 28, 2017 [Member] | Strategic IR, Inc [Member] | ||||||||||||||||||
Face value of notes payable | $ 50,000 | |||||||||||||||||
Notes payable | 50,000 | |||||||||||||||||
12% Notes Payable Due On December 31, 2015 [Member] | YP Holdings LLC [Member] | QPAGOS Corporation - Wholly Owned Subsidiary [Member] | ||||||||||||||||||
Notes payable | 112,328 | 103,320 | $ 100,000 | |||||||||||||||
12% Notes Payable Due On December 31, 2015 [Member] | YP Holdings LLC [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 103,320 | |||||||||||||||||
5% Notes Payable Due On February 3, 2019 [Member] | Panatrade Business Ltd [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 500,000 | |||||||||||||||||
Notes payable term | 60 months | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
Proceeds from notes payable | 35,021 | 154,500 | ||||||||||||||||
5% Notes Payable Due On February 3, 2019 (Redpag Electronicos S.A.P.I. de C.V.) [Member] | Panatrade Business Ltd [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 1,500,000 | |||||||||||||||||
Notes payable term | 60 months | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
Proceeds from notes payable | 762,000 | |||||||||||||||||
Notes Payable (Satellite Development) [Member] | Panatrade Business Ltd [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | $ 116,258 | |||||||||||||||||
Notes Payable (Other parties) [Member] | Panatrade Business Ltd [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | (876,945) | |||||||||||||||||
5% Notes Payable Due On February 3, 2019 [Member] | Panatrade Business Ltd [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | 190,834 | |||||||||||||||||
Value of debt instrument converted | $ 190,834 | |||||||||||||||||
Number of shares issued from conversion | 1,908,336 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 954,168 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On June 12, 2019 [Member] | Huppay Global Corp [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 596,543 | 596,543 | ||||||||||||||||
Value of debt instrument converted | $ 596,543 | |||||||||||||||||
Number of shares issued from conversion | 5,965,430 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 2,982,715 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On June 12, 2019 [Member] | Huppay Global Corp [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Notes payable term | 60 months | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
5% Notes Payable Due On June 12, 2019 [Member] | Huppay Global Corp [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 199,130 | |||||||||||||||||
5% Notes Payable Due On June 12, 2019 [Member] | Huppay Global Corp [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | 203,320 | |||||||||||||||||
5% Notes Payable Due On June 12, 2019 [Member] | Huppay Global Corp [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 194,093 | |||||||||||||||||
5% Notes Payable Due On July 18, 2019 [Member] | Newvello Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 400,000 | |||||||||||||||||
5% Notes Payable Due On July 18, 2019 [Member] | Newvello Limited [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 400,000 | |||||||||||||||||
Notes payable term | 60 months | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
5% Notes Payable Due On July 18, 2019 (Individual) [Member] | Newvello Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 80,000 | |||||||||||||||||
5% Notes Payable Due On July 18, 2019 [Member] | Newvello Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 320,000 | |||||||||||||||||
Value of debt instrument converted | $ 320,000 | |||||||||||||||||
Number of shares issued from conversion | 3,200,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 1,600,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
11% Notes Payable Due On March 31, 2015 [Member] | Satellite Development [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 211,379 | |||||||||||||||||
11% Notes Payable Due On March 31, 2015 [Member] | Satellite Development [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 211,379 | $ 211,379 | ||||||||||||||||
Notes payable term | 60 months | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
11% Notes Payable Due On March 31, 2015 (Panatrade Business Ltd) [Member] | Satellite Development [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | (116,258) | |||||||||||||||||
11% Notes Payable Due On March 31, 2015 (Delinvest Commercial Limited) (Panatrade Business Ltd) [Member] | Satellite Development [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | (95,121) | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Strategic IR, Inc [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 125,000 | 75,000 | ||||||||||||||||
Value of debt instrument converted | $ 125,000 | |||||||||||||||||
Number of shares issued from conversion | 1,250,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 625,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Strategic IR, Inc [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 75,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Clive Kabatznik [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 25,000 | |||||||||||||||||
Value of debt instrument converted | $ 25,000 | |||||||||||||||||
Number of shares issued from conversion | 250,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 125,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Clive Kabatznik [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Notes assigned | $ 25,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 (Panatrade Business Ltd) [Member] | Strategic IR, Inc [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 50,000 | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Joseph W & Patricia G Family Trust [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Notes assigned | $ 50,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Joseph W & Patricia G Family Trust [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Notes assigned | $ 50,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
12% Notes Payable Due On December 31, 2014 [Member] | Joseph W & Patricia G Family Trust [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | 100,000 | 100,000 | ||||||||||||||||
Value of debt instrument converted | $ 100,000 | |||||||||||||||||
Number of shares issued from conversion | 1,000,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 500,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On June 30, 2015 [Member] | Alberto Pereira Bunster [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 75,000 | |||||||||||||||||
Value of debt instrument converted | $ 75,000 | |||||||||||||||||
Number of shares issued from conversion | 750,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 375,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On June 30, 2015 [Member] | Alberto Pereira Bunster [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 75,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
5% Notes Payable Due On April 1, 2016 [Member] | Dimitri Kurganov [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 75,000 | |||||||||||||||||
Value of debt instrument converted | $ 75,000 | |||||||||||||||||
Number of shares issued from conversion | 750,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 375,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On April 1, 2016 [Member] | Dimitri Kurganov [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 75,000 | |||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
12% Notes Payable Due On June 30, 2015 [Member] | Alex Pereira [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | $ 75,000 | |||||||||||||||||
Value of debt instrument converted | $ 75,000 | |||||||||||||||||
Number of shares issued from conversion | 750,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 375,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On June 30, 2015 [Member] | Alex Pereira [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Description of notes payable | Lender having the right to extend the maturity date of the loan until payment is demanded or until such date as a private placement raising $1,000,000 in gross proceeds is consummated, in addition, the loan, or any portion thereof, may be converted into common stock of the Company at the lowest per share price at which the founders of the Company shall have converted any of their debt into common stock of the Company. | |||||||||||||||||
5% Notes Payable Due On May 11, 2015 [Member] | Delinvest Commercial Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes payable | ||||||||||||||||||
5% Notes Payable Due On May 11, 2015 [Member] | Delinvest Commercial Limited [Member] | QPAGOS Corporation - Parent Company [Member] | Unsecured Loan Agreements [Member] | ||||||||||||||||||
Face value of notes payable | $ 300,000 | |||||||||||||||||
Date of first required payment | 2015-02 | |||||||||||||||||
Proceeds from notes payable | $ 24,980 | |||||||||||||||||
5% Notes Payable Due On May 11, 2015 (Satellite Development ) [Member] | Delinvest Commercial Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | $ 95,121 | |||||||||||||||||
5% Notes Payable Due On May 11, 2015 (Other parties) [Member] | Delinvest Commercial Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | (162,000) | |||||||||||||||||
5% Notes Payable Due On May 11, 2015 [Member] | Delinvest Commercial Limited [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | 258,101 | |||||||||||||||||
Value of debt instrument converted | $ 258,101 | |||||||||||||||||
Number of shares issued from conversion | 2,581,008 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 1,290,504 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
12% Notes Payable Due On February 3, 2019 (Panatrade Business Ltd) [Member] | Evgeny Simonov [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Face value of notes payable | $ 220,000 | |||||||||||||||||
Notes payable | 220,000 | |||||||||||||||||
Value of debt instrument converted | $ 220,000 | |||||||||||||||||
Number of shares issued from conversion | 2,200,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 1,100,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On July 18, 2019 (Newvello Limited) [Member] | Igor Moiseev [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Notes assigned | $ 80,000 | |||||||||||||||||
Notes payable | 80,000 | |||||||||||||||||
Value of debt instrument converted | $ 80,000 | |||||||||||||||||
Number of shares issued from conversion | 800,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 400,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On February 3, 2019 (Panatrade Business Ltd) [Member] | Irina Galikhanova [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Face value of notes payable | $ 380,000 | |||||||||||||||||
Notes payable | 380,000 | |||||||||||||||||
Value of debt instrument converted | $ 380,000 | |||||||||||||||||
Number of shares issued from conversion | 3,800,000 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 1,900,000 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
5% Notes Payable Due On February 3, 2019 (Panatrade Business Ltd) [Member] | Olga Akhmetova [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||||||||||||
Face value of notes payable | $ 388,945 | |||||||||||||||||
Notes payable | 388,945 | |||||||||||||||||
Value of debt instrument converted | $ 388,945 | |||||||||||||||||
Number of shares issued from conversion | 3,889,448 | |||||||||||||||||
Number of shares issued from conversion, pre merger | 1,944,724 | |||||||||||||||||
Share price (in dollars per share) | $ 0.10 | |||||||||||||||||
Pre merger share price (in dollars per share) | $ 0.20 | |||||||||||||||||
Gaston Pereira [Member] | 6% Notes Payable Due On March 15, 2017 [Member] | ||||||||||||||||||
Face value of notes payable | $ 100,000 | |||||||||||||||||
Notes payable | $ 10,000 | |||||||||||||||||
Description of interest rate term | Due and payable 6 months from the effective date. | |||||||||||||||||
Subsequent Event [Member] | Gaston Pereira [Member] | 6% Notes Payable Due On March 15, 2017 [Member] | ||||||||||||||||||
Notes payable | $ 20,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Number Granted | 4,320,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | 4,320,000 | |
Weighted Average Vested Fair Value Per Share | $ 0.10 | |
QPAGOS Corporation - Parent Company [Member] | ||
Number Granted | 4,320,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | ||
Weighted Average Vested Fair Value Per Share | ||
Exercise Price Dollar 0.10 [Member] | ||
Number Granted | 2,880,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | 2,880,000 | |
Weighted Average Vested Fair Value Per Share | $ 0.10 | |
Exercise Price Dollar 0.10 [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Number Granted | 2,880,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | ||
Weighted Average Vested Fair Value Per Share | ||
Exercise Price Dollar 0.10 [Member] | ||
Number Granted | 1,440,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | 1,440,000 | |
Weighted Average Vested Fair Value Per Share | $ 0.10 | |
Exercise Price Dollar 0.10 [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Number Granted | 1,440,000 | |
Weighted Average Granted Fair Value Per Share | $ 0.10 | |
Number Vested | ||
Weighted Average Vested Fair Value Per Share |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - QPAGOS Corporation - Parent Company [Member] - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015$ / shares | |
Calculated stock price | $ 0.875 |
Expected life of warrants (in years) | 5 years |
Expected volatility of the underlying stock | 159.50% |
Expected dividend rate | 0.00% |
Minimum [Member] | |
Risk-free interest rate | 1.38% |
Maximum [Member] | |
Risk-free interest rate | 1.74% |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | ||
Outstanding at ending | 6,219,200 | |
QPAGOS Corporation - Parent Company [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | ||
Granted | 6,219,200 | |
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | 6,219,200 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Exercise price per share [Roll Forward] | ||
Outstanding at beginning | ||
Granted | 0.625 | |
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | 0.625 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||
Outstanding at beginning | ||
Granted | 0.625 | |
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | $ 0.625 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
QPAGOS Corporation - Parent Company [Member] | ||
Number Outstanding | 6,219,200 | |
Weighted Average Exercise Price | $ 0.625 | |
Number Exercisable | 6,219,200 | |
Exercisable Weighted Average Exercise Price | $ 0.625 | |
Exercise Price Dollar 0.625 [Member] | ||
Number Outstanding | 6,219,200 | |
Weighted Average Remaining Contractual life in years | 4 years | |
Weighted Average Exercise Price | $ 0.625 | |
Number Exercisable | 6,219,200 | |
Exercisable Weighted Average Exercise Price | $ 0.625 | |
Exercisable Weighted Average Remaining Contractual life in years | 4 years | |
Exercise Price Dollar 0.625 [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Number Outstanding | 6,219,200 | |
Weighted Average Remaining Contractual life in years | 4 years 9 months 4 days | |
Weighted Average Exercise Price | $ 0.625 | |
Number Exercisable | 6,219,200 | |
Exercisable Weighted Average Exercise Price | $ 0.625 | |
Exercisable Weighted Average Remaining Contractual life in years | 4 years 9 months 4 days |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Feb. 16, 2016 | May 18, 2015 | Aug. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, issued | 44,784,000 | 55,394,000 | 44,784,000 | ||||||
Common stock, outstanding | 44,784,000 | 55,394,000 | 44,784,000 | ||||||
Number of common stock issued | 5,000,000 | ||||||||
Proceeds from common stock issued | $ 330,000 | ||||||||
Preferred stock, authorized | 25,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | ||||||||
Preferred stock, issued | 0 | ||||||||
Preferred stock, outstanding | 0 | ||||||||
Number of common stock returned | 4,975,000 | 4,975,000 | |||||||
Number of common stock held | 25,000 | 25,000 | |||||||
Share based expenses | $ 144,000 | $ 166,715 | |||||||
Number of capital stock converted into common stock | 2 | 2 | |||||||
Proceeds on common stock issued, net of expenses | $ 330,000 | 883,050 | |||||||
Notes payable | $ 103,320 | 172,328 | $ 103,320 | ||||||
Restricted Stock [Member] | |||||||||
Share based expenses | 144,000 | $ 166,715 | |||||||
Warrant [Member] | |||||||||
Number of exercisable shares | 4,784,000 | 4,784,000 | |||||||
Warrants exercise price (in dollars per share) | $ 0.625 | $ 0.625 | |||||||
Intrinsic value of warrant outstanding | $ 0 | $ 0 | $ 0 | ||||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | |||||||
Qpagos Corporation [Member] | |||||||||
Common stock par value (in dollars per share) | $ 0.0001 | ||||||||
Number of common stock others | 2 | ||||||||
Number of common stock held | 49,929,000 | 49,929,000 | |||||||
Percentage of majority stockholders | 100.00% | ||||||||
Percentage of outstanding shares | 91.00% | 91.00% | 91.00% | ||||||
Description of ratio of warrants converted | QPAGOS warrants at a ratio of two QPAGOS warrants for each Qpagos Corporation warrant issued. | ||||||||
Date of acquisition agreement | May 12, 2016 | May 12, 2016 | |||||||
Qpagos Corporation [Member] | Warrant [Member] | |||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | 6,219,200 | ||||||
Asiya Pearls, Inc [Member] | |||||||||
Number of common stock issued | 5,000,000 | ||||||||
Number of capital stock converted into each common stock | 2 | ||||||||
Number of common stock returned | 4,975,000 | ||||||||
QPAGOS Corporation - Parent Company [Member] | |||||||||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, issued | 44,784,000 | 44,784,000 | 9,238,628 | ||||||
Common stock, outstanding | 44,784,000 | 44,784,000 | 9,238,628 | ||||||
Share based expenses | $ 166,715 | ||||||||
Proceeds on common stock issued, net of expenses | 2,990,000 | ||||||||
Share issue expenses | 388,700 | ||||||||
Value for number of conversion of debt into equity | 2,909,423 | ||||||||
Notes payable | $ 103,320 | $ 103,320 | 2,324,422 | ||||||
QPAGOS Corporation - Parent Company [Member] | Convertible Notes Payable [Member] | |||||||||
Number of capital stock converted into common stock | 14,547,111 | ||||||||
Value for number of conversion of debt into equity | $ 2,909,423 | ||||||||
Notes payable | 2,324,422 | ||||||||
QPAGOS Corporation - Parent Company [Member] | Reverse Merger Transaction [Member] | |||||||||
Notes payable | 2,324,422 | ||||||||
QPAGOS Corporation - Parent Company [Member] | Restricted Stock [Member] | |||||||||
Share based expenses | $ 288,000 | $ 0 | |||||||
QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||||||
Common shares pre merger (in dollars per share) | $ 0.875 | $ 0.875 | |||||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | |||||||
QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||||||
Intrinsic value of warrant outstanding | $ 0 | $ 0 | $ 0 | ||||||
Consultants and Advisors [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||||
Number of share issued for services | 4,918,628 | ||||||||
Number of shares pre merger | 2,459,314 | ||||||||
Common shares per unit (in dollars per share) | $ 0.10 | $ 0.10 | |||||||
Common shares pre merger (in dollars per share) | 0.20 | $ 0.20 | |||||||
Consultants and Advisors [Member] | QPAGOS Corporation - Parent Company [Member] | Reverse Merger Transaction [Member] | |||||||||
Number of share issued for services | 1,667,150 | ||||||||
Number of shares pre merger | 833,575 | ||||||||
Common shares per unit (in dollars per share) | 0.10 | $ 0.10 | |||||||
Common shares pre merger (in dollars per share) | 0.20 | $ 0.20 | |||||||
Consultants and Advisors [Member] | QPAGOS Corporation - Parent Company [Member] | Restricted Stock [Member] | |||||||||
Number of share issued for services | 4,320,000 | ||||||||
Number of shares pre merger | 2,160,000 | ||||||||
Common shares per unit (in dollars per share) | 0.10 | $ 0.10 | |||||||
Common shares pre merger (in dollars per share) | $ 0.20 | $ 0.20 | |||||||
Debt Holder [Member] | QPAGOS Corporation - Parent Company [Member] | Reverse Merger Transaction [Member] | |||||||||
Number of pre-merger common units acquired | 29,094,222 | 29,094,222 | |||||||
Number of pre-merger common units | 14,547,111 | 14,547,111 | |||||||
Common shares per unit (in dollars per share) | $ 0.10 | $ 0.10 | |||||||
Common shares pre merger (in dollars per share) | $ 0.20 | $ 0.20 | |||||||
Notes payable | $ 2,909,423 | $ 2,909,423 | |||||||
Consulting Agreements [Member] | |||||||||
Common stock par value (in dollars per share) | $ 0.395 | ||||||||
Consulting Agreements [Member] | Restricted Stock [Member] | |||||||||
Common shares pre merger (in dollars per share) | $ 0.10 | ||||||||
Consulting Agreements [Member] | Gibbs Investment Holdings, Gibbs International, Eurosa, Inc. & Robert Skaff [Member] | Consulting Services [Member] | |||||||||
Number of share issued for services | 2,572,500 | ||||||||
Number of share converted | 5,145,000 | ||||||||
Subscription Agreement [Member] | Qpagos Corporation [Member] | |||||||||
Number of common stock issued | 440,000 | ||||||||
Proceeds from common stock issued | $ 330,000 | ||||||||
Private Placement Agreement And Individual Securities Purchase Agreements [Member] | QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | Investor [Member] | |||||||||
Number of pre-merger common units | 2,392,000 | 2,392,000 | |||||||
Common shares per unit (in dollars per share) | $ 1.25 | $ 1.25 | |||||||
Description of each 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-QPAGOS Merger) per share. | ||||||||
Private Placement Agreement And Individual Securities Purchase Agreements [Member] | Investor [Member] | Qpagos Corporation [Member] | |||||||||
Number of pre-merger common units acquired | 4,784,000 | 4,784,000 | |||||||
Number of pre-merger common units | 2,392,000 | 2,392,000 | |||||||
Common shares per unit acquired (in dollars per share) | $ 0.625 | $ 0.625 | |||||||
Common shares per unit (in dollars per share) | $ 1.25 | $ 1.25 | |||||||
Description of each 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. | ||||||||
Private Placement Agreement And Individual Securities Purchase Agreements [Member] | Placement Agent [Member] | QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||||||
Number of pre-merger common units acquired | 1,435,200 | 1,435,200 | |||||||
Number of pre-merger common units | 717,600 | 717,600 | |||||||
Placement Agent Agreement [Member] | Warrant [Member] | |||||||||
Common shares per unit (in dollars per share) | 1.25 | ||||||||
Warrants exercise price (in dollars per share) | $ 0.625 | ||||||||
Warrant term | 5 years | ||||||||
Private Placement Agreement [Member] | Placement Agent [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||||
Percentage of fee received on gross proceeds | 10.00% | ||||||||
Percentage of expense recovery fee | 3.00% | ||||||||
Description of issuance of warrrants | The Placement Agent was issued warrants equal to 15% of the total number of shares issued to the investors, on the same terms and conditions of those units issued to investors. | ||||||||
Private Placement Agreement [Member] | Placement Agent [Member] | QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||||||
Number of pre-merger common units acquired | 717,600 | 717,600 | |||||||
Number of pre-merger common units | 358,800 | 358,800 | |||||||
Common shares per unit acquired (in dollars per share) | $ 0.625 | $ 0.625 | |||||||
Common shares per unit (in dollars per share) | $ 1.25 | $ 1.25 | |||||||
Description of each unit | Each unit consisting of a warrant to purchase one share of common stock at an exercise price of $0.625 ($1.25 pre-QPAGOS Merger) per share. | ||||||||
Employment Agreement [Member] | Gaston Pereira [Member] | QPAGOS Corporation - Parent Company [Member] | Restricted Stock [Member] | |||||||||
Number of common shares post merger | 2,880,000 | ||||||||
Number of shares pre merger | 1,440,000 | ||||||||
Description of vesting | These shares are restricted and vest April 30, 2016 | ||||||||
Employment Agreement [Member] | Chief Operating Officer [Member] | QPAGOS Corporation - Parent Company [Member] | Restricted Stock [Member] | |||||||||
Number of common shares post merger | 1,440,000 | ||||||||
Number of shares pre merger | 720,000 | ||||||||
Description of vesting | These shares are restricted and vest April 30, 2016 |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Revenues | |||||||
Sales of services | $ 736,936 | $ 218,377 | $ 1,830,237 | $ 325,913 | |||
Payment processing fees | 16,532 | 17,971 | 30,113 | 26,710 | |||
Kiosk sales | 16,429 | 127,099 | 165,752 | 172,294 | |||
Other | 133 | 146 | 133 | ||||
Revenue | $ 769,897 | $ 363,580 | $ 2,026,248 | $ 525,050 | |||
QPAGOS Corporation - Parent Company [Member] | |||||||
Revenues | |||||||
Sales of services | $ 739,894 | [1] | $ 27,081 | ||||
Payment processing fees | 66,674 | ||||||
Kiosk sales | 321,239 | 109,981 | |||||
Other | 137 | 188 | |||||
Revenue | $ 1,127,944 | $ 137,250 | |||||
[1] | Management noted an error in the recording of transactions related to a consume's use of kiosks to pay for certain services such as utilities through our kiosks. In these transactions, the Company earns a payment processing fee as an agent, on either a percentage of transaction value or a fixed fee per transaction basis. This revenue was previously recorded at gross value, the full value of the transaction was recorded as revenue and the full value of the service provided to our end users was recognized as cost of goods sold, The value radded taxation on both the revenue and cost of goods sold was recorded as due to and due from, the Mexican revenue authorities, respectively. The Restated financial statements reversed the difference between the gross revenue recorded and the payment processing fee actually earned on these transactions; and the cost of goods sold entries originally recorded were reversed. The value-added taxation recorded has been restated and we have brought this restatement to the attention of the Mexican revenue authorities and are in the process of correcting our tax returns. |
INCOME TAXES (Details)
INCOME TAXES (Details) - QPAGOS Corporation - Parent Company [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Federal Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
State Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - QPAGOS Corporation - Parent Company [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Tax expense at the federal statutory rate | $ (1,070,844) | $ (522,457) |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | 87,694 | 69,514 |
Permanent timing differences | 62,082 | 35,858 |
Deferred income tax asset valuation allowance | 921,068 | 417,085 |
Deferred tax assets, net |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - QPAGOS Corporation - Parent Company [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Depreciation and amortization | $ (74,219) | $ 3 |
Other | (26,989) | |
Net operating losses | 1,022,276 | 417,082 |
Valuation allowance | (921,068) | (417,085) |
Net deferred income tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - QPAGOS Corporation - Parent Company [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net changes deferred income tax assets valuation allowance | $ 503,983 | $ 452,029 |
Net operating loss carry-forwards | $ 7,488,342 | |
Tax credit expiration period | The prior three years remain open for examination by the federal or state regulatory agencies for purposes of an audit for tax purposes. | |
Maximum [Member] | ||
Expiration year | 2,035 | |
Minimum [Member] | ||
Expiration year | 2,023 |
EQUITY BASED COMPENSATION (Deta
EQUITY BASED COMPENSATION (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted stock awards | $ 144,000 | $ 166,715 | ||
Stock issued for services rendered | (2,032,275) | |||
Equity based compensation | $ 2,176,275 | $ 166,715 | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Stock issued for services rendered | $ (166,715) | |||
Equity based compensation | $ 166,715 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 | 7,379,200 | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 10,539,200 | 4,320,000 | ||
Restricted Stock [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 1,160,000 | |||
Restricted Stock [Member] | QPAGOS Corporation - Parent Company [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4,320,000 | 4,320,000 | ||
Warrant [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 | |||
Warrant [Member] | QPAGOS Corporation - Parent Company [Member] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Future minimum lease installments | $ 8,185 | ||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | MEXICO [Member] | |||
Leased term | 3 years | ||
Monthly rental payment | $ 2,729 | ||
Maturity of lease agreement | Dec. 15, 2016 | ||
QPAGOS Corporation - Parent Company [Member] | |||
Future minimum lease installments | $ 32,748 | ||
QPAGOS Corporation - Parent Company [Member] | MEXICO [Member] | |||
Leased term | 3 years | ||
Monthly rental payment | $ 2,929 | $ 3,425 | |
Maturity of lease agreement | Dec. 15, 2016 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 17, 2016 | Oct. 07, 2016 | Jun. 07, 2016 | Feb. 16, 2016 | Feb. 01, 2016 | Nov. 23, 2016 | Nov. 23, 2016 | Oct. 17, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 12, 2016 | May 12, 2016 |
Number of shares issued | 5,000,000 | ||||||||||||
Gross proceeds from common stock | $ 330,000 | $ 883,050 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Number of common stock returned | 4,975,000 | 4,975,000 | |||||||||||
Notes payable | $ 172,328 | $ 103,320 | |||||||||||
Warrant [Member] | |||||||||||||
Number of common stock exercisable | 6,219,200 | ||||||||||||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | |||||||||||||
Percentage of ownership interest | 100.00% | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||
Percentage of outstanding shares | 91.00% | 91.00% | |||||||||||
QPAGOS Corporation - Wholly Owned Subsidiary [Member] | Warrant [Member] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | |||||||||||
Consulting Agreements [Member] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.395 | ||||||||||||
Subsequent Event [Member] | Mr. Gaston Pereira [Member] | 6% Notes Payable Due On March 15, 2017 [Member] | |||||||||||||
Face amount | $ 100,000 | ||||||||||||
Issuance date | Sep. 15, 2016 | ||||||||||||
Notes payable | $ 10,000 | $ 20,000 | |||||||||||
Description of interest rate term | Due and payable 6 months from the effective date. | ||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||
Number of common stock exercisable | 6,219,200 | ||||||||||||
Subsequent Event [Member] | QPAGOS Corporation - Wholly Owned Subsidiary [Member] | |||||||||||||
Percentage of outstanding shares | 91.00% | ||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Number of shares issued | 500,000 | ||||||||||||
Gross proceeds from common stock | $ 375,000 | ||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | |||||||||||||
Stock received for services | $ 5,145,000 | ||||||||||||
Stock received for services pre merger | $ 2,572,500 | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.395 | ||||||||||||
Common stock, par value pre merger (in dollars per share) | $ 0.79 | ||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | Delaware corporation and Yogipay Corporation [Member] | |||||||||||||
Stock received for services | 3,000,000 | ||||||||||||
Percentage of ownership interest | 15.00% | ||||||||||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||||||||||
Number of common stock returned | 4,975,000 | ||||||||||||
Subsequent Event [Member] | Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Number of shares issued | 60,000 | 60,000 | |||||||||||
Gross proceeds from common stock | $ 45,000 | $ 45,000 | |||||||||||
Subsequent Event [Member] | 10% Five Unsecured Promissory Note Payable Due between February 13, 2017 and November 23, 2017 [Member] | Investor [Member] | |||||||||||||
Gross proceeds from common stock | $ 225,000 | ||||||||||||
Debt maturity start date | Feb. 13, 2017 | ||||||||||||
Debt maturity end date | Nov. 23, 2017 | ||||||||||||
Subsequent Event [Member] | 10% Six Unsecured Promissory Note Payable Due between February 13, 2017 and November 23, 2017 [Member] | Investor [Member] | |||||||||||||
Gross proceeds from common stock | $ 275,000 | ||||||||||||
Debt maturity start date | Feb. 13, 2017 | ||||||||||||
Debt maturity end date | Nov. 23, 2017 |