Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2017 | |
Document And Entity Information | |
Entity Registrant Name | QPAGOS |
Entity Central Index Key | 1,591,913 |
Document Type | S-1/A |
Trading Symbol | QPAG |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | true |
Amendment Description | CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1)(2) Proposed Maximum Offering Price per Security (2) Proposed Maximum Aggregate Offering Price(3) Amount of Registration Fee Common stock, par value $0.0001 per share 9,917,074 $ 0.91 $ 9,024,537 $ 909 (4) Common stock, par value $0.0001 per share, issuable upon exercise of warrants with an exercise price of $.625 per share 6,219,200 $ 0.91 $ 5,659,472 $ 570 (4) Total 16,136,274 $ 14,684,009 $ 1,479 (5) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of our common stock as may be issuable with respect to the shares being registered hereunder to prevent dilution by reason of any stock dividend, stock split, recapitalization or other similar transaction. (2) 9,917,074 shares of common stock are to be offered by the Selling Stockholders named herein and 6,219,200 are shares of common stock issuable upon exercise of warrants having an exercise price of $.625 per share. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act based upon the closing price of the Registrant’s common stock on the OTCQB on August 1, 2016. (4) Estimated solely for the purpose of calculating the registration fee for these shares in accordance with Rule 457(c) of the Securities Act based upon the closing price of the Registrant’s common stock on the OTCQB on August 1, 2016. (5) Previously paid. |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current Assets | ||||
Cash | $ 33,865 | $ 46,286 | $ 832,159 | [1] |
Accounts receivable, net | 175,711 | 79,943 | 242,075 | [1] |
Inventory | 297,810 | 350,273 | 388,821 | [1] |
Recoverable IVA taxes and credits | 352,993 | 353,780 | 417,897 | [1] |
Other current assets | 246,565 | 279,878 | 52,014 | |
Total Current Assets | 1,106,944 | 1,110,160 | 1,932,966 | [1] |
Non-Current Assets | ||||
Plant and equipment, net | 201,757 | 231,328 | 300,388 | [1] |
Intangibles, net | 157,667 | 168,417 | 211,417 | [1] |
Investment | 3,000 | 3,000 | [1] | |
Other assets | 7,305 | 9,847 | 11,712 | [1] |
Total Non-Current Assets | 369,729 | 412,592 | 523,517 | [1] |
Total Assets | 1,476,673 | 1,522,752 | 2,456,483 | [1] |
Current Liabilities | ||||
Accounts payable and accrued expenses | 198,414 | 320,487 | 38,372 | [1] |
Notes payable | 562,750 | 526,750 | 103,320 | [1] |
Convertible debt, net of unamortized discount | 120,957 | 1,180 | [1] | |
Derivative liability | 818,844 | 113,074 | [1] | |
IVA and other taxes payable | 147,136 | 166,108 | 192,044 | [1] |
Advances from customers | 150,571 | 132,133 | 1,986 | [1] |
Total Current Liabilities | 1,998,672 | 1,259,732 | 335,722 | [1] |
Total Liabilities | 1,998,672 | 1,259,732 | 335,722 | [1] |
Stockholders' Equity (Deficit) | ||||
Preferred stock | [1] | |||
Common stock | 5,545 | 5,545 | 4,478 | [1] |
Additional paid-in-capital | 8,284,522 | 8,284,522 | 5,735,861 | [1] |
Accumulated deficit | (9,313,135) | (8,757,197) | (4,026,148) | [1] |
Accumulated other comprehensive income | 501,069 | 730,150 | 406,570 | [1] |
Total stockholder's equity - controlling interest | (521,999) | 263,020 | 2,120,761 | [1] |
Non-controlling interest | [1] | |||
Total Stockholders' Equity (Deficit) | (521,999) | 263,020 | 2,120,761 | [1] |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,476,673 | $ 1,522,752 | $ 2,456,483 | [1] |
[1] | As Restated |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | |||
Unamortized discount | $ 420,326 | $ 75,888 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, issued | |||
Preferred stock, outstanding | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, issued | 55,454,000 | 55,454,000 | 44,784,000 |
Common stock, outstanding | 55,454,000 | 55,454,000 | 44,784,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | [1] | Dec. 31, 2016 | Dec. 31, 2015 | [1] | |
Income Statement [Abstract] | ||||||
Net Revenue | $ 927,310 | $ 629,934 | $ 2,691,896 | $ 1,127,944 | ||
Cost of Goods Sold | 853,452 | 618,921 | 2,595,012 | 1,155,732 | ||
Gross Profit (Loss) | 73,858 | 11,013 | 96,884 | (27,788) | ||
General and administrative | 457,587 | 2,693,703 | 4,312,107 | 2,780,576 | ||
Depreciation and amortization | 16,791 | 17,239 | 68,075 | 32,351 | ||
Total Expense | 474,378 | 2,710,942 | 4,380,182 | 2,812,927 | ||
Loss from Operations | (400,520) | (2,699,929) | (4,283,298) | (2,840,715) | ||
Other income | 100 | 2,999 | 788 | 203 | ||
Interest expense, net | (141,600) | (2,992) | (54,610) | (2,241) | ||
Change in fair value of derivative liability | (247,770) | (36,074) | ||||
Foreign currency gain (loss) | 233,852 | 30,984 | (357,855) | (466,920) | ||
Loss before Provision for Income Taxes | (555,938) | (2,668,938) | (4,731,049) | (3,309,673) | ||
Provision for Income Taxes | ||||||
Net Loss | (555,938) | (2,668,938) | (4,731,049) | (3,309,673) | ||
Net loss attributable to non-controlling interest | ||||||
Net Loss Attributable to Controlling Interest | $ (555,938) | $ (2,668,938) | $ (4,731,049) | $ (3,309,673) | ||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.01) | $ (0.06) | $ (0.09) | $ (0.13) | ||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 55,454,000 | 42,895,154 | 52,728,587 | 25,698,747 | ||
Other Comprehensive Income (Loss) | ||||||
Foreign currency translation adjustment | $ (229,081) | $ 46,774 | $ 323,580 | $ 253,821 | ||
Total Comprehensive loss | (785,019) | (2,622,164) | (4,407,469) | (3,055,852) | ||
Comprehensive loss attributable to non-controlling interest | ||||||
Comprehensive Loss Attributable to Controlling Interest | $ (785,019) | $ (2,622,164) | $ (4,407,469) | $ (3,055,852) | ||
[1] | As Restated |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss attributable to the company | $ (555,938) | $ (2,668,938) | [1] | $ (4,731,049) | $ (3,309,673) | [1] | |
Less: loss attributable to non-controlling interest | [1] | [1] | |||||
Net loss | (555,938) | (2,668,938) | [1] | (4,731,049) | (3,309,673) | [1] | |
Adjustment to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation expense | 14,790 | 15,888 | [1] | 61,412 | 64,264 | [1] | |
Amortization expense | 10,969 | 10,984 | [1] | 43,907 | 3,583 | [1] | |
Equity based compensation charge | 108,000 | [1] | 144,000 | 288,000 | [1] | ||
Shares issued for services | 2,032,275 | [1] | 2,032,275 | 658,577 | [1] | ||
Derivative liability | 247,770 | [1] | 36,074 | [1] | |||
Amortized discount on convertible note payable | 113,563 | [1] | 1,112 | [1] | |||
Non- cash investment in affiliates | (3,000) | [1] | (3,000) | [1] | |||
Other foreign currency movements | (3,792) | [1] | 13,436 | ||||
Changes in Assets and Liabilities | |||||||
Accounts receivable | (95,769) | (155,999) | [1] | 162,132 | (226,161) | [1] | |
Inventory | 52,463 | 115,308 | [1] | 45,742 | (21,581) | [1] | |
Recoverable IVA taxes and credits | 787 | (109,700) | [1] | 64,117 | (246,697) | [1] | |
Other current assets | 33,313 | (17,408) | (227,864) | (2,014) | |||
Other assets | 2,542 | (68) | [1] | 1,865 | (5,520) | [1] | |
Accounts payable and accrued expenses | (122,073) | 38,711 | [1] | 282,115 | (64,129) | [1] | |
IVA and other taxes payable | (18,972) | 3,303 | [1] | (25,936) | 183,689 | [1] | |
Advances from customers | 18,438 | 3,873 | [1] | 130,147 | (1,106) | [1] | |
Interest accruals | 27,216 | 2,992 | [1] | 53,498 | 3,320 | [1] | |
CASH USED IN OPERATING ACTIVITIES | (270,901) | (627,571) | [1] | (1,929,453) | (2,675,448) | [1] | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchase of property and equipment | (454) | [1] | (453) | (4,779) | [1] | ||
Reverse merger transaction | (1,547) | [1] | |||||
Intangibles assets | (215,000) | [1] | |||||
NET CASH USED IN INVESTING ACTIVITIES | (454) | [1] | (2,000) | (219,779) | [1] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from loans payable | 15,000 | [1] | 370,000 | 685,001 | [1] | ||
Proceeds from convertible debt | 458,000 | [1] | 77,000 | [1] | |||
Proceeds on common stock issued | 375,000 | 2,990,000 | [1] | ||||
Share issue expenses | (388,700) | [1] | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 473,000 | [1] | 822,000 | 3,286,301 | [1] | ||
Effect of exchange rate changes on cash and cash equivalents | (214,520) | 46,774 | [1] | 323,580 | 253,821 | [1] | |
NET (DECREASE) INCREASE IN CASH | (12,421) | (581,251) | [1] | (785,873) | 658,331 | [1] | |
CASH AT BEGINNING OF PERIOD | 46,286 | 832,159 | [1] | 832,159 | [1] | 173,828 | [1] |
CASH AT END OF PERIOD | 33,865 | 250,908 | [1] | 46,286 | 832,159 | [1] | |
CASH PAID FOR INTEREST AND TAXES: | |||||||
Cash paid for income taxes | [1] | [1] | |||||
Cash paid for interest | $ 822 | [1] | [1] | ||||
NON-CASH INVESTING AND FINANCING AVTIVITIES | |||||||
Conversion of debt to equity | $ 2,909,423 | [1] | |||||
[1] | As Restated |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Total Stockholder' Equity (Deficit) Controlling Interest [Member] | Non-Controlling Interest [Member] | Total | As Previously Reported [Member] | Adjustments [Member] | ||
Balance at beginning at Dec. 31, 2014 | $ 288,610 | $ (1,722,316) | $ 152,749 | $ (1,280,957) | $ (1,280,957) | $ (1,274,535) | $ (6,422) | ||||
Balance at beginning (in shares) at Dec. 31, 2014 | 9,238,628 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Equity based compensation | $ 432 | 287,568 | $ 288,000 | 288,000 | |||||||
Equity based compensation (in shares) | 4,320,000 | ||||||||||
Shares issued for services | $ 492 | 491,370 | 491,862 | 491,862 | |||||||
Shares issued for services (in shares) | 4,918,628 | ||||||||||
Recapitalization on reverse merger transaction | (1,005,571) | 1,005,571 | |||||||||
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 | ||||||||||
Translation adjustment | 253,821 | 253,821 | 253,821 | [1] | |||||||
Net loss | (3,309,673) | [1] | |||||||||
Balance at ending at Dec. 31, 2015 | $ 4,478 | 5,735,861 | (4,026,148) | 406,570 | 2,120,761 | 2,120,761 | [1] | ||||
Balance at ending (in shares) at Dec. 31, 2015 | 44,784,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Translation adjustment | As Previously Reported [Member] | 42,982 | ||||||||||
Translation adjustment | Adjustments [Member] | 3,792 | ||||||||||
Translation adjustment | [1] | 46,774 | |||||||||
Net loss | As Previously Reported [Member] | (2,661,411) | ||||||||||
Net loss | Adjustments [Member] | (7,527) | ||||||||||
Net loss | [1] | (2,668,938) | |||||||||
Balance at ending (As Previously Reported [Member]) at Mar. 31, 2016 | 1,692,502 | ||||||||||
Balance at ending (Adjustments [Member]) | (58,801) | ||||||||||
Balance at ending at Mar. 31, 2016 | [1] | 1,633,701 | |||||||||
Balance at beginning at Dec. 31, 2015 | $ 4,478 | 5,735,861 | (4,026,148) | 406,570 | 2,120,761 | 2,120,761 | [1] | ||||
Balance at beginning (in shares) at Dec. 31, 2015 | 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 | $ 49 | 374,951 | 375,000 | $ 375,000 | |||||||
Shares issued for cash (in shares) | 500,000 | 5,000,000 | |||||||||
Translation adjustment | 323,580 | 323,580 | $ 323,580 | ||||||||
Net loss | (4,731,049) | (4,731,049) | (4,731,049) | ||||||||
Balance at ending at Dec. 31, 2016 | $ 5,545 | 8,284,522 | (8,757,197) | 730,150 | 263,020 | $ 263,020 | |||||
Balance at ending (in shares) at Dec. 31, 2016 | 55,454,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Conversion of debt to equity (in shares) | 2 | ||||||||||
Shares issued for cash (in shares) | 5,000,000 | ||||||||||
Translation adjustment | (229,081) | (229,081) | $ (229,081) | ||||||||
Net loss | (555,938) | (555,938) | (555,938) | ||||||||
Balance at ending at Mar. 31, 2017 | $ 5,545 | $ 8,284,522 | $ (9,313,135) | $ 501,069 | $ (521,999) | $ (521,999) | |||||
Balance at ending (in shares) at Mar. 31, 2017 | 55,454,000 | ||||||||||
[1] | As Restated |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 that 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 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. | 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 that are reflected in this Annual Report on Form 10-K 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 (“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, 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 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. 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 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
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 ended March 31, 2017 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 for the year ended December 31, 2016, included in the current report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2017. 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 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 unaudited condensed 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 unaudited condensed 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 consolidated 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 than 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 has a derivative liability which arose on variable priced conversion rights of certain convertible notes. These conversion rights are valued initially using a Black-Scholes valuation model using level 1 inputs, as disclosed above and in note 11 below. The initial fair value measurement is credited to equity. At each reporting period the fair value of the conversion rights of the convertible securities is re-measured using level 1 inputs, as disclosed above and in note 11 below, and any subsequent movement in fair value is recorded in the statement of operations as either a charge or a credit. Other than the conversion rights of convertible notes, 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 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. h) Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-02, an amendment to Topic 805, Business Combinations. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this Update apply to annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect this guidance to have a material impact on its financial statements. In January 2017, the FASB issued ASU 2017-04, an amendment to Topic 350, Intangibles – Goodwill and Other, that provides that an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for Goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-04 will have on our unaudited condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, an amendment to Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets. The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments in this Update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-05 will have on our unaudited condensed consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715). This Update is being issued primarily to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. This Update also includes amendments to the Overview and Background Sections of the FASB Accounting Standards Codification. Under generally accepted accounting principles (GAAP), defined benefit pension cost and postretirement benefit cost (net benefit cost) comprise several components that reflect different aspects of an employer’s financial arrangements as well as the cost of benefits provided to employees. Those components are aggregated for reporting in the financial statements. The amendments in this Update apply to all employers, including not-for-profit entities that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715. 2 What Are the Main Provisions? The amendments in this Update require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The amendments in this Update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those 3 annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance. The amendments in this Update should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We are currently evaluating the effect ASU 2017-07 will have on our consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization of Purchased Callable Debt Securities. The amendments in this Update affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. Under current GAAP, premiums and discounts on callable debt securities generally are amortized to the maturity date. The amendments in this Update more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. As a result, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently evaluating the effect ASU 2017-08 will have on our 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 consolidated financial statements upon adoption. i) 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 March 31, 2017 and December 31, 2016, 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 March 31, 2017 and December 31, 2016, cash balances in the United States did not exceed the federally insured limit. j) 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 three months ended March 31, 2017. The allowance for doubtful debts as of March 31, 2017 and 2016 was $0. k) 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 March 31, 2017. 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) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. n) 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. | 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”). 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 – 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) 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 consolidated 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 than 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 has a derivative liability which arose on variable priced conversion rights of certain convertible notes. These conversion rights are valued initially using a Black-Scholes valuation model using level 1 inputs, as disclosed above and in note 11 below. The initial fair value measurement is credited to equity. At each reporting period the fair value of the conversion rights of the convertible securities is re-measured using level 1 inputs, as disclosed above and in note 11 below, and any subsequent movement in fair value is recorded in the statement of operations as either a charge or a credit. Other than the conversion rights of convertible notes, 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 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. h) Recent Accounting Pronouncements 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 “ 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 consolidated financial statements. In August 2016, the 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 consolidated statements of cash flows. In October 2016, the 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 consolidated financial statements. In October 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-17, Consolidation (Topic 810): Amendments to the Consolidation Analysis. Upon the effective date of Update 2015-02, a single decision maker of a variable interest entity (VIE) is required to consider indirect economic interests in the entity held through related parties on a proportionate basis when determining whether it is the primary beneficiary of that VIE unless the single decision maker and its related parties are under common control. If a single decision maker and its related parties are under common control, the single decision maker is required to consider indirect interests in the entity held through those related parties to be the equivalent of direct interests in their entirety. The Board is issuing this Update to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. As part of a separate initiative, the Board will consider whether other changes to the consolidation guidance for common control arrangements are necessary. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its financial statements. In November 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-18, Topic 230, Statement of Cash Flows. Entities classify transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows.] The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this Update should be applied using a retrospective transition method to each period presented. We are currently evaluating the effect ASU 2016-18 will have on our consolidated financial statements. In December 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-19, Technical Corrections and Improvements. Several topics are amended: 1. The amendment to Subtopic 350-40, Intangibles—Goodwill and Other— Internal-Use Software, adds a reference to guidance to use when accounting for internal-use software licensed from third parties that is within the scope of Subtopic 350-40. The transition guidance for that amendment is the same as the transition guidance in Accounting Standards Update No. 2015-05, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, to which the amendment relates. The Company does not expect this guidance to have a material impact on its financial statements. 2. The amendment to Subtopic 360-20, Property, Plant, and Equipment— Real Estate Sales, corrects the guidance to include the final decision of the EITF that loans insured under the Federal Housing Administration and the Veterans Administration do not have to be fully insured by those government-insured programs to recognize profit using the full accrual method. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 3. The amendment to Topic 820, Fair Value Measurement, clarifies the difference between a valuation approach and a valuation technique when applying the guidance in that Topic. That amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 4. The amendment to Subtopic 405-40, Liabilities—Obligations Resulting from Joint and Several Liability Arrangements, which clarifies that for an amount of an obligation under an arrangement to be considered fixed at the reporting date, the amount that must be fixed is not the amount that is the entity’s portion of the obligation but, rather, is the obligation in its entirety. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 5. The amendment to Subtopic 860-20, Transfers and Servicing—Sales of Financial Assets, aligns implementation guidance in paragraph 860-20- 55-41 with its corresponding guidance in paragraph 860-20-25-11. That amendment clarifies the considerations that should be included in an analysis to determine whether a transferor once again has effective control over transferred financial assets. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 6. The amendment to Subtopic 860-50, Transfers and Servicing—Servicing Assets and Liabilities, adds guidance that existed in AICPA Statement of 5 Position 01-6, Accounting by Certain Entities (Including Entities with Trade Receivables) That Lend to or Finance the Activities of Others, on the accounting for the sale of servicing rights when the transferor retains loans that was omitted from the Accounting Standards Codification. The transition guidance for the amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. In November 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-20, an amendment to Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the effect ASU 2016-20 will have on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-02, an amendment to Topic 805, Business Combinations. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this Update apply to annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect this guidance to have a material impact on its financial statements. In January 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-04, an amendment to Topic 350, Intangibles – Goodwill and Other, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 3 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for Goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-04 will have on our consolidated financial statements. In February 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-05, an amendment to Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments in this Update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-05 will have on our 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 consolidated 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, 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, 2016, the balance did not exceed the federally insured limit. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. 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, 2016 and 2015. The allowance for doubtful debts as of December 31, 2016 and 2015 was $0. l) 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 consolidated balance sheet or statement of operations and comprehensive loss. However, impairment charges are recognized in the consolidated statement of operations and 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 December 31, 2016. m) 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. n) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. o) 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 Kiosks 7 years 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. p) 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. q) 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. r) 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. s) 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. Prior to the Company’s reverse merger which took place on May 12, 2016, all share-based payments were based on management’s estimate of market value of the Company’s equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company’s common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company’s reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCBB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. t) |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | ||
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Fixed Assets The Company reclassified certain kiosk assets used in the production of income, previously recorded in inventory as fixed assets and applied an appropriate depreciation policy to these kiosks. The restated Unaudited Condensed Consolidated Balance Sheet, Statements of Operations and Comprehensive loss and the Statement of Cash Flows for the three months ended March 31, 2016, is presented below: QPAGOS CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2016 As Previously As Reported Adjustments Notes Restated (Unaudited) (Unaudited) Assets Current Assets Cash $ 250,908 $ $ 250,908 Accounts receivable 398,074 398,074 Inventory 553,259 (281,364 ) (A 271,895 Recoverable IVA taxes and credits 527,597 527,597 Other current assets 69.422 69,422 Total Current Assets 1,799,260 (281,364 ) 1,517,896 Non-Current Assets Plant and equipment, net 62,395 222,563 (A) 284,958 Intangibles, net 200,667 200,667 Investment 3,000 3,000 Other assets 11,780 11,780 Total Non-Current Assets 277,842 222,563 500,405 Total Assets $ 2,077,102 $ (58,801 ) $ 2,018,301 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 77,082 $ $ 77,082 Notes payable 106,312 106,312 IVA and other taxes payable 195,347 195,347 Advances from customers 5,859 5,859 Total Current Liabilities 384,600 384,600 Total Liabilities 384,600 384,600 Stockholders' Equity Common stock, $0.0001 par value; 100,000,000 shares authorized, 49,929,000 shares issued and outstanding as of March 31, 2016. 4,993 4,993 Additional paid-in-capital 7,875,621 7,875,621 Accumulated deficit (6,651,100 ) (49,158 ) (6,700,258 ) Accumulated other comprehensive income 462,988 (9,643 ) 453,345 Total stockholder's equity - controlling interest 1,692,502 (58,801 ) 1,633,701 Non-controlling interest - - - Total Stockholders' Equity 1,692,502 (58,801 ) 1,633,701 Total Liabilities and Stockholders' Equity $ 2,077,102 $ (58,801 ) $ 2,018,301 QPAGOS UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For The Three Months Ended March 31, 2016 As Previously As Reported Adjustments Notes Restated Revenues Airtime $ 497,985 $ $ 497,985 Kiosk sales 130,972 130,972 Commissions on services 977 977 629,934 - 629,934 Cost of Goods Sold Airtime 483,885 483,885 Kiosk sales 113,357 113,357 Depreciation - kiosks - 9,633 (A) 9,633 Other 12,046 12,046 609,288 9,633 618,921 Gross (Loss) Profit 20,646 (9,633 ) 11,013 General and administrative 2,693,703 2,693,703 Depreciation and amortization 19,345 (2,106 ) (A) 17,239 Total Expense 2,713,048 (2,106 ) 2,710,942 Loss from Operations (2,692,402 ) (7,527 ) (2,699,929 ) Other (expense) income 2,999 2,999 Interest expense, net (2,992 ) (2,992 ) Foreign currency gain 30,984 - 30,984 ) Loss before Provision for Income Taxes (2,661,411 ) (7,527 ) (2,668,938 ) Provision for Income Taxes - - - Net Loss (2,661,411 ) (7,527 ) (2,668,938 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,661,411 ) $ (7,527 ) $ (2,668,938 ) Net Loss Per Share - Basic and Diluted $ (0.06 ) $ (0.06 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 42,895,154 42,895,154 Other Comprehensive Income Foreign currency translation adjustment 42,982 3,792 46,774 Total Comprehensive Loss (2,618,429 ) (3,735 ) (2,622,164 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,618,429 ) $ (3,735 ) $ (2,622,164 ) QPAGOS UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For The Three Months Ended March 31, 2016 As Previously As Reported Adjustments Notes Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to the company $ (2,661,411 ) $ (7,527 ) (A) $ (2,668,938 ) Less: loss attributable to non-controlling interest - - Net loss (2,661,411 ) (7,527 ) (2,668,938 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 8,415 7,473 (A) 15,888 Amortization expense 10,930 54 (A) 10,984 Equity based compensation charge 108,000 108,000 Shares issued for services 2,032,275 2,032,275 Non- cash investment in affiliates (3,000 ) (3,000 ) Other foreign currency movements - (3,792 ) (A) (3,792 ) Changes in Assets and Liabilities Accounts receivable (155,999 ) (155,999 ) Inventory 115,308 115,308 Recoverable IVA taxes and credits (109,700 ) (109,700 ) Prepayments (17,408 ) (17,408 ) Other assets (68 ) (68 ) Accounts payable and accrued expenses 38,711 38,711 IVA and other taxes payable 3,303 3,303 Advances from customers 3,873 3,873 Interest accruals 2,992 2,992 CASH USED IN OPERATING ACTIVITIES (623,779 ) (3,792 ) (627,571 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (454 ) (454 ) NET CASH USED IN INVESTING ACTIVITIES (454 ) - (454 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loans payable - - NET CASH PROVIDED BY FINANCING ACTIVITIES - - - Effect of exchange rate changes on cash and cash equivalents 42,982 3,792 46,774 NET DECREASE IN CASH (581,251 ) - (581,251 ) CASH AT BEGINNING OF PERIOD 832,159 832,159 CASH AT END OF PERIOD $ 250,908 $ - $ 250,908 NOTES A. To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. | 3 RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS Organization – Reverse Merger The reverse merger recapitalization upon the acquisition of Qpagos S.A.P.I de C.V. and Redpag S.A.P.I de C.V. were originally pushed back to the earliest period presented, this has been restated to the reflect the position at the date of the reverse merger recapitalization, August 31, 2015. The statement of operations and comprehensive loss, the Statement of Cash Flows and the balance sheet has been restated to eliminate the effects of pushing back the reverse merger transactions to the opening balance of the earliest period presented. Fixed Assets The Company reclassified certain kiosk assets used in the production of income, previously recorded in inventory as fixed assets and applied an appropriate depreciation policy to these kiosks. The restated Consolidated Balance Sheet as of December 31, 2015, the related Consolidated Statements of Operations and Comprehensive loss and the Statement of Cash Flows for the year ended December 31, 2015, is presented below: QPAGOS CORPORATION 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 (279,746 ) (A) 388,821 Recoverable IVA taxes and credits 417,897 417,897 Prepayments 52,014 52,014 Total Current Assets 2,212,712 (279,746 ) 1,932,966 Non-Current Assets Plant and equipment, net 70,537 229,851 (A) 300,388 Intangibles, net 211,417 211,417 Other assets 11,712 11,712 Total Non-Current Assets 293,666 229,851 523,517 Total Assets $ 2,506,378 $ (49,895 ) $ 2,456,483 Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable $ 38,372 $ 38,372 Notes payable 103,320 103,320 IVA and other taxes payable 192,044 192,044 Advances from customers 1,986 1,986 Total Current Liabilities 335,722 - 335,722 Total Liabilities 335,722 - 335,722 Stockholders' Equity (Deficit) Common stock, $0.001 par value; 50,000,000 shares authorized, 22,392,000 and 4,619,314 shares issued and outstanding as of December 31, 2015 and 2014, respectively. 4,478 4,478 Additional paid-in-capital 5,735,861 5,735,861 Accumulated deficit (3,989,689 ) (36,459 ) (4,026,148 ) Accumulated other comprehensive income 420,006 (13,436 ) 406,570 Total stockholder's equity (deficit) - controlling interest 2,170,656 (49,895 ) 2,120,761 Non-controlling interest - - - Total Stockholders' Equity (Deficit) 2,170,656 (49,895 ) 2,120,761 Total Liabilities and Stockholders' Equity (Deficit) $ 2,506,378 $ (49,895 ) $ 2,456,483 QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated Revenues Airtime $ 739,894 $ 739,894 Kiosk sales 321,239 321,239 Commissions on services 66,674 66,674 Other 137 137 1,127,944 - 1,127,944 Cost of Goods Sold Airtime 710,155 710,155 Kiosk sales 369,909 369,909 Depreciation - kiosks - 35,496 (A) 35,496 Other 40,172 40,172 1,120,236 35,496 1,155,732 Gross (Loss) Profit 7,708 (35,496 ) (27,788 ) General and administrative 2,000,714 779,862 (B) 2,780,576 Depreciation and amortization 37,810 (5,459 ) (A) 32,351 Total Expense 2,038,524 774,403 2,812,927 Loss from Operations (2,030,816 ) (809,899 ) (2,840,715 ) Other (expense) income 203 203 Interest expense, net (2,241 ) (2,241 ) Foreign currency loss (466,920 ) - (466,920 ) Loss before Provision for Income Taxes (2,499,774 ) (809,899 ) (3,309,673 ) Provision for Income Taxes - - - Net Loss (2,499,774 ) (809,899 ) (3,309,673 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,499,774 ) $ (809,899 ) $ (3,309,673 ) Net Loss Per Share - Basic and Diluted $ (0.10 ) $ (0.13 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 25,698,747 25,698,747 Other Comprehensive Income Foreign currency translation adjustment 267,257 (13,436 ) 253,821 Total Comprehensive Loss (2,232,517 ) (823,335 ) (3,055,852 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,232,517 ) $ (823,335 ) $ (3,055,852 ) 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 $ (2,499,774 ) $ (809,899 ) $ (3,309,673 ) Less: loss attributable to non-controlling interest - - Net loss (2,499,774 ) (809,899 ) (3,309,673 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 34,227 30,037 (A) 64,264 Amortization expense 3,583 3,583 Equity based compensation charge 166,715 121,285 (B) 288,000 Shares issued for services - 658,577 (B) 658,577 Other foreign currency movements - 13,436 (A) 13,436 Changes in Assets and Liabilities Accounts receivable (226,161 ) (226,161 ) Inventory (21,581 ) (21,581 ) Recoverable IVA taxes and credits (246,697 ) (246,697 ) Prepayments (2,014 ) (2,014 ) Other assets (5,520 ) (5,520 ) Accounts payable and accrued expenses (64,129 ) (64,129 ) IVA and other taxes payable 183,689 183,689 Advances from customers (1,106 ) (1,106 ) Interest accruals 3,320 3,320 CASH USED IN OPERATING ACTIVITIES (2,675,448 ) 13,436 (2,662,012 ) 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 267,257 (13,436 ) 253,821 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. To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. B. To correct an error in the period in which the payment of equity based compensation to Officers of the Company and certain consultants was recorded. The Company initially charged the fair value equity compensation of the Company’s common shares issued to Officers and consultants as a reduction in the accumulated deficit as of January 1, 2014. The common shares were issued pursuant to agreements executed in 2015. The correction reclassifies the equity based compensation expense to the year ended December 31, 2015. |
GOING CONCERN
GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
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 $9,313,135 as of March 31, 2017 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 for one year from the issuance of the financial statements. 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. | 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 $8,757,197 as of December 31, 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. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITION | 5 ACQUISITION On August 27, 2015, Qpagos Corporation 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 consolidated financial position and results of operations of Qpagos and Redpag. The equity of Qpagos and Redpag is the historical equity of QPAGOS Corporation. 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
INVENTORY | 5 INVENTORY Inventory consisted of the following: March 31, December 31, 2016 Kiosks and accessories $ 297,810 $ 350,273 $ 297,810 $ 350,273 | 6 INVENTORY Inventory consisted of the following as of December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 Kiosks $ 350,273 $ 388,821 $ 350,273 $ 388,821 |
PLANT AND EQUIPMENT
PLANT AND EQUIPMENT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
PLANT AND EQUIPMENT | 6 PLANT AND EQUIPMENT Plant and Equipment consisted of the following: March 31, December 31, Kiosks $ 259,792 $ 269,810 Computer equipment 76,852 69,577 Office equipment 10,416 9,430 Leasehold improvement 9,048 8,192 Total cost 356,108 357,009 Less: accumulated depreciation and amortization (154,351 ) (125,681 ) Plant and equipment, net $ 201,757 $ 231,328 Depreciation and amortization expense totaled $15,009 and $16,122 for the three months ended March 31, 2017 and 2016, respectively. | 7 PLANT AND EQUIPMENT Plant and Equipment consisted of the following as of December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 Kiosks $ 269,810 $ 279,746 Computer equipment 69,577 82,284 Office equipment 9,430 11,217 Leasehold improvement 8,191 9,740 Total cost 357,009 382,987 Less: accumulated depreciation and amortization (125,681 ) (82,599 ) Property and equipment, net $ 231,328 $ 300,388 Depreciation and amortization expense totaled $62,319 and $64,264 for the years ended December 31, 2016 and 2015, respectively. |
INTANGIBLES
INTANGIBLES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLES | 7 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. Intangibles consisted of the following: March 31, December 31, Software Localization Agreement $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (57,333 ) (46,583 ) Intangibles, net $ 157,667 $ 168,417 Amortization expense was $10,750 and $10,750 for the three months ended March 31, 2017 and 2016, respectively. | 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 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 The 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 Qpagos Corporation 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, 2016 and 2015, respectively: December December 31, Software license $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (46,583 ) (3,583 ) Intangibles, net $ 168,417 $ 211,417 Amortization expense was $43,000 and $3,583 for the year ended December 31, 2016 and 2015, respectively. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | 8 NOTES PAYABLE Notes payable consisted of the following: Interest March 31, December 31, Description Rate Maturity 2017 2016 YP Holdings LLC 12 % December 31, 2015 $ 163,312 $ 151,353 Strategic IR 10 % January 1, 2017 to 165,253 146,575 Gibbs International Holdings 15 % June 13, 2017 52,493 50,986 Cobbolo Limited 10 % May 30, 2017 103,932 101,466 Joseph W and Patricia G Abrams 15 % June 13, 2017 25,486 25,534 Delinvest Commercial LTD 15 % June 29, 2017 52,274 50,836 Total notes payable $ 562,750 $ 526,750 Interest expense totaled $21,822 and $2,992 for the three months ended March 31, 2017 and 2016, respectively. YP Holdings LLC On September 21, 2015, Qpagos Corporation borrowed $100,000 from YP Holdings LLC (“YP”), 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. We are currently negotiating with YP to extend the term of the loan, however in terms of loan agreement we have accrued default interest at the rate of 0.1% per day as the loan and interest payment deadlines were not met, this default interest amounted to $9,000 for the quarter ended March 31, 2017 and is included in the loan balance. Accrued interest included in the loan balance totaled $63,312 and $51,353, at March 31, 2017 and December 31, 2016, respectively. Strategic IR Effective October 14, 2016 the Company executed an unsecured promissory note for $50,000, for an advance that took place on September 29, 2016, which matured on February 13, 2017, bearing interest at 10% per annum. The maturity date of this loan was recently extended on May 19, 2017 by the execution of an Extension Agreement. On May 19, 2017 the Company executed a Secured Grid Note for advances totaling $110,000 which took place between December 12, 2016 and March 6, 2017, bearing interest at 10% per annum maturing on May 30, 2017 or earlier upon acceleration by Strategic IR. Accrued interest included in the loan balances totaled $5,253 and $1,575, at March 31, 2017 and December 31, 2016, respectively. Gibbs International Holdings Effective October 20, 2016, the Company executed an unsecured promissory note for $50,000 with an investor, bearing interest at 10% per annum payable on February 19, 2017. On February 19, 2017, the Company executed an amended and restated promissory note extending the maturity date to June 13, 2017 and increasing the interest rate to 15% per annum. Accrued interest included in the loan balance totaled $2,493 and $986, at March 31, 2017 and December 31, 2016, respectively. Cobbolo Limited Between October 21, 2016 and November 25, 2016, the Company executed unsecured promissory notes totaling $100,000 with an investor, bearing interest at 10% per annum maturing between February 17, 2017 and March 25, 2017. The maturity date of these notes has been extended to May 30, 2017. Accrued interest included in the loan balance totaled $3,932 and $1,466, at March 31, 2017 and December 31, 2016, respectively. Joseph W and Patricia G Abrams Effective October 14, 2016, the Company executed an unsecured promissory note for $25,000 with an investor, bearing interest at 10% per annum payable on February 13, 2017. On February 13, 2017, the Company executed an amended and restated promissory note extending the maturity date to June 13, 2017 and increasing the interest rate to 15% per annum. Accrued interest included in the loan balance totaled $486 and $534, at March 31, 2017 and December 31, 2016, respectively. Delinvest Commercial LTD Effective October 31, 2016, the Company executed an unsecured promissory note for $50,000 with an investor, bearing interest at 10% per annum payable on March 1, 2017. On March 1, 2017, the Company executed an amended and restated promissory note extending the maturity date to June 29, 2017 and increasing the interest rate to 15% per annum. Accrued interest included in the loan balance totaled $2,274 and $836, at March 31, 2017 and December 31, 2016, respectively. | 9 NOTES PAYABLE Notes payable consisted of the following: Interest December 31, December 31, Description Rate Maturity 2016 2015 YP Holdings LLC 12 % December 31, 2015 $ 151,353 $ 103,320 Strategic IR 10 % January 1, 2017 to 146,575 - Gibbs International Holdings 10 % February 19, 2017 50,986 - Cobbolo Limited 10 % February 17, 2007 101,466 - Joseph W and Patricia G Abrams 10 % February 13, 2017 25,534 - Delinvest Commercial LTD 10 % March 1, 2017 50,836 Gaston Pereira 6 % March 15, 2017 - - Total notes payable $ 526,750 $ 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. Under the terms of loan agreement, a default interest rate of 0.1% per day is charged if the loan and interest payment deadlines are not met. The loan was not paid when due at December 31, 2015 and therefore default interest for 2016 amounted to $36,000 and is included in the loan balance. Strategic IR Between September 29, 2016 and December 27, 2016, the Company executed a unsecured promissory notes totaling $145,000 with an investor, bearing interest at 10% per annum maturing between January 1, 2017 and April 26, 2017. Gibbs International Holdings Effective October 20, 2016, the Company executed an unsecured promissory note for $50,000 with an investor, bearing interest at 10% per annum payable on February 19, 2017. Cobbolo Limited Between October 21, 2016 and November 25, 2016, the Company executed a unsecured promissory notes totaling $100,000 with an investor, bearing interest at 10% per annum maturing between February 17, 2017 and March 25, 2017. Joseph W and Patricia G Abrams Effective October 14, 2016, the Company executed an unsecured promissory note for $25,000 with an investor, bearing interest at 10% per annum payable on February 13, 2017. Delinvest Commercial LTD Effective October 31, 2016, the Company executed an unsecured promissory note for $50,000 with an investor, bearing interest at 10% per annum payable on March 1, 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 $0. |
CONVERTIBLE NOTE PAYABLE
CONVERTIBLE NOTE PAYABLE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
CONVERTIBLE NOTE PAYABLE | 9 CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following: Accrued Debt Interest March 31, Note Holder Principal Interest Discount Rate Maturity 2017 Power Up Lending Group Ltd $ 77,000 $ 1,586 $ (50,870 ) 8 % September 30, 2017 $ 27,716 Power Up Lending Group Ltd 53,000 441 (45,858 ) 8 % November 30, 2017 7,583 Labrys Fund, LP 105,000 1,450 (68,453 ) 8 % July 27, 2017 37,997 JSJ Investments Inc. 200,000 2,323 (161,172 ) 8 % November 6,2017 41,151 Vista Capital Investment, LLC 100,000 483 (93,973 ) 8 % March 9,2018 6,510 $ 535,000 $ 6,283 $ (420,326 ) $ 120,957 Accrued Debt Interest December 31, Note Holder Principal Interest Discount Rate Maturity 2016 Power Up Lending Group Ltd $ 77,000 $ 68 $ (75,888 ) 8 % September 30, 2017 $ 1,180 Interest expense totaled $6,216 and $0 for the three months ended March 31, 2017 and 2016, respectively. Power Up Lending Group Ltd. On December 28, 2016, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $77,000. The Note has a maturity date of September 30, 2017 and a coupon of eight percent per annum. The Company has the right to prepay the Note, provided it makes a payment to the purchaser as set forth in the Note within 180 days of its Issue Date. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The balance of the Note plus accrued interest at March 31, 2017 and December 31, 2016, was $27,716 and $1,180, net of unamortized discount of $50,870 and $75,888, respectively. On February 21, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $53,000. The Note has a maturity date of November 30, 2017 and a coupon of eight percent per annum. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The balance of the Note plus accrued interest at March 31, 2017 was $7,583, net of unamortized discount of $45,858. Labrys Fund, LP On January 27, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $105,000. The Note has a maturity date of July 27, 2017 and a coupon of eight percent per annum. In connection with the issuance of the note, the Company was required to issue 150,000 shares of common stock as a commitment fee valued at $66,000. The shares are returnable to the Company if no Event of Default has occurred prior to the date the Note is fully repaid. Management has determined that it is probable that the Company will meet the conditions under the Note and therefore it more likely than not that the Company will not be in Default as defined in the Note. As a result, management has concluded that it is probable that the shares would be returned and therefore the value of the 150,000 shares will not be recorded. The Company will reassess the likelihood of such at each period end. The Company has the right to prepay the Note within 180 days of its Issue Date. After the 180 days, the Company has no right to prepayment. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The balance of the Note plus accrued interest at March 31, 2017 was $37,997, net of unamortized discount of $68,453. JSJ Investments Inc. On February 6, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $200,000. The Note has a maturity date of November 6, 2017 and a coupon of eight percent per annum. The Company has the right to prepay the Note within 180 days of its Issue Date. After the 180 days, the Company has no right to prepayment. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. The balance of the Note plus accrued interest at March 31, 2017 was $41,151, net of unamortized discount of $161,172. Vista Capital Investments, LLC On March 9, 2017, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $100,000. The Note has a maturity date of March 9, 2018 and a coupon of eight percent per annum. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note through the maturity date. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 150 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the last two lowest trading bid prices during the fifteen trading days prior to conversion. The balance of the Note plus accrued interest at March 31, 2017 was $6,510, net of unamortized discount of $93,973. | 10 CONVERTIBLE NOTE PAYABLE On December 28, 2016, the Company entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $77,000. The Note has a maturity date of September 30, 2017 and a coupon of eight percent per annum. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
DERIVATIVE LIABILITY | 10 DERIVATIVE LIABILITY The short-term convertible notes disclosed in note 9 above, have variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at inception of the convertible note using a Black-Scholes valuation model. The value of this derivative financial liability was re-assessed at March 31, 2017 and March 31, 2016, and $247,770 and $0 was charged to the statement of operations and comprehensive loss, respectively. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. The following assumptions were used in the Black-Scholes valuation model: Three Months Ended Year ended March 31, December 31, 2017 2016 Conversion price $ 0.11 to 0.22 $ 0.22 to 0.23 Risk free interest rate 0.63 to 1.04 % 0.85 % Expected life of derivative liability 4 to 11 months 9 months expected volatility of underlying stock 132.56 to 138.19 % 133.0 % Expected dividend rate 0 % 0 % The movement in derivative liability is as follows: March 31, 2017 December 31, 2016 Opening balance $ 113,074 $ - Derivative financial liability arising from convertible note 458,000 77,000 Fair value adjustment to derivative liability 247,770 36,074 $ 818,844 $ 113,074 | 11 DERIVATIVE LIABILITY The short-term convertible note disclosed in note 10 above, has variable priced conversion rights with no fixed floor price and will re-price dependent on the share price performance over varying periods of time. This gives rise to a derivative financial liability, which was initially valued at $77,000 at inception of the convertible note using a Black-Scholes valuation model. The value of this derivative financial liability was re-assessed at December 31, 2016 and an additional charge of $36,074 was charged to the statement of operations and comprehensive loss. The value of the derivative liability will be re-assessed at each financial reporting period, with any movement thereon recorded in the statement of operations in the period in which it is incurred. The following assumptions were used in the Black-Scholes valuation model: Year ended December 31, 2016 Conversion price $ 0.22 to 0.23 Risk free interest rate 0.85 % Expected life of derivative liability 9 months expected volatility of underlying stock 133.0 % Expected dividend rate 0 % The movement in derivative liability is as follows: December 31, 2016 December 31, 2015 Opening balance $ - $ - Derivative financial liability arising from convertible note 77,000 - Fair value adjustment to derivative liability 36,074 - $ 113,074 $ - |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||
STOCKHOLDERS' EQUITY | 11 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 55,454,000 shares of common stock as of March 31, 2017. The Company has recorded an expense of $0 and $108,000 for the three months ended March 31, 2017 and 2016, respectively, relating to restricted stock awards, which were fully vested in April 2016. b) Preferred Stock The Company has authorized 25,000,000 shares of preferred stock with a par value of $0.0001, no preferred stock is issued and outstanding as of March 31, 2017. 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 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 warrants outstanding and exercisable at March 31, 2017 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 3.51 $ 0.625 6,219,200 $ 0.625 3.51 The warrants outstanding have an intrinsic value of $0 and $0 as of March 31, 2017 and December 31, 2016, respectively. | 12 STOCKHOLDERS’ EQUITY a. Common Stock After giving effect to the reverse merger consummated on May 12, 2016 and the issuances set forth below, the Company has authorized 100,000,000 common shares with a par value of $0.0001 each, and issued and has outstanding 55,454.000 shares of common stock as of December 31, 2016. The following common shares were issued by the Company during the years ended December 31, 2015 and 2016: 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. 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, for a total consideration of $491,862 at a 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 a total of $432,000 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. iv. 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 at a value of $2,032,275. v. During the period, May 16, 2016 to October 17, 2016, in terms of subscription agreements entered into, the Company issued 500,000 shares to a shareholder for gross proceeds of $375,000. 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 were fully vested on April 30, 2016 These restricted shares were valued at $288,000 or $0.10 per share, 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 were fully vested on April 30, 2016 These restricted shares were valued at $144,000 or $0.10 per share, 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, 2016 is as follows: 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 $288,000 for the year ended December 31, 2016 and 2015, 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 preferred shares with a par value of $0.0001 each, no preferred stock is issued and outstanding as of December 31, 2016. (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 at $0.464 per share using the Black-Scholes pricing model and the following weighted average assumptions were used: Year ended 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, 2015 to December 31, 2016 is as follows: Shares Warrants Exercise Weighted Outstanding January 1, 2015 - $ - $ - Granted 6,219,200 0.625 0.625 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2015 6,219,200 $ 0.625 $ 0.625 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2016 6,219,200 $ 0.625 $ 0.625 The warrants outstanding and exercisable at December 31, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 3.75 $ 0.625 6,219,200 $ 0.625 3.75 6,219,200 $ 6,219,200 $ The warrants outstanding have an intrinsic value of $0 and $0 as of December 31, 2016 and 2015, respectively. Reverse Merger with QPAGOS 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. |
REVENUE
REVENUE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
REVENUE | 12 REVENUE Revenue is derived from the following sources: Three Three Months Months March 31, March 31, 2017 2016 Sales of services $ 801,692 $ 497,985 Payment processing fees 10,060 977 Kiosk sales 113,921 130,972 Other 1,637 - $ 927,310 629,934 | 13 NET REVENUE Revenue is derived from the following sources: Year ended Year ended Sales of services $ 2,610,820 $ 739,894 Payment processing fees 34,916 66,674 Kiosk sales 44,606 321,239 Other 1,554 137 $ 2,691,896 $ 1,127,944 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 14 INCOME TAXES The provision for income taxes consists of the following: Year ended Year ended 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 $ (1,656,874 ) $ (1,079,097 ) State tax expense, net of federal tax effect - - Effect of foreign operations 65,642 87,799 Permanent timing differences 72,738 62,082 Deferred income tax asset valuation allowance 1,518,492 929,215 - $ - Significant components of the Company’s deferred income tax assets are as follows: December 31, 2016 December 31, 2015 Depreciation and amortization $ (74,655 ) $ (67,777 ) Other 88,936 (25,916 ) Net operating losses 1,504,212 1,022,907 Valuation allowance (1,518,492 ) (929,215 ) Net deferred income tax assets $ - $ - The valuation allowance for deferred income tax assets as of December 31, 2016 and December 31, 2015 was $1,518,492 and $929,215, respectively. The net change in the deferred income tax assets valuation allowance was an increase of $589,277 for 2016 and a decrease of 512,130 for 2015, respectively. As of December 31, 2016, 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 its foreign subsidiaries of $7,356,183 begin to expire in 2023 through 2026. Net operating loss carry-forwards of the US companies of $4,589,894 begin to expire in 2043 through 2046. 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
EQUITY BASED COMPENSATION | 13 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Three Three Stock issued for services rendered - 2,032,275 $ - $ 2,032,275 | 15 EQUITY BASED COMPENSATION Equity based compensation is made up of the following: Year ended Year ended Stock based compensation 144,000 288,000 Stock issued for services rendered 2,032,275 658,577 $ 2,176,275 $ 946,577 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
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 three months ended March 31, 2017 and 2016, 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: Three Months Ended March 31, 2017 (Shares) Three Restricted stock awards – unvested - 1,160,000 Warrants 6,219,200 6,219,200 6,219,200 7,379,200 | 16 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, 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: Year ended Year ended Restricted stock awards – unvested - 4,320,000 Warrants to purchase shares of common stock 6,219,200 6,219,200 6,219,200 10,539,200 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
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 16, 2019. The lease calls for monthly rental payment, including maintenance, of $2,846, as adjusted for exchange rate changes. The Company also leases space on a month-to-month basis for its data servers at a monthly rate of $1,680. In addition, Qpagos leases warehouse space on a month-to-month basis for $1,081 per month. The future minimum lease installments under the office facility lease agreement as of March 31, 2017 are $25,614 for the remainder of 2017 and $34,152 for each year 2018 and 2019, subject to exchange rate changes. | 17 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 16, 2019. The lease calls for monthly rental payment, including maintenance, of $2,846, as adjusted for exchange rate changes. The Company also leases space on a month-to-month basis for its data servers at a monthly rate of $1,680. In addition, Qpagos leases warehouse space on a month-to-month basis for $1,081 per month. The future minimum lease installments under the office facility lease agreement as of December 31, 2016 are $34,152 for each year 2017, 2018 and 2019, subject to exchange rate changes. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 16 SUBSEQUENT EVENTS On April 6, 2017, the Company entered into a Convertible Promissory Note in the aggregate principal amount of $100,000. The Note has a maturity date of January 6, 2018 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a pre-payment penalty as specified in the Note. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Holder into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to a 40% discount to the average of the two (2) lowest trading bid prices during the previous fifteen (15) trading days to the date of conversion. On April 25, 2017, the Company, entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., pursuant to which the Company issued to the Purchaser a Convertible Promissory Note in the aggregate principal amount of $33,000. The Note has a maturity date of February 10, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 40% discount to market price as set forth in the Note. On May 22, 2017, the Company, entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued to the Investor a Convertible Promissory Note in the aggregate principal amount of $75,000. The Note has a maturity date of May 9, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum with effect from May 22, 2017 until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The interest is payable in common shares using the conversion formula described below. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 38% discount to market price at the lowest closing bid price during the ten trading days prior to conversion, including the date of conversion. On May 31, 2017, the Company, entered into a Securities Purchase Agreement with a note holder, YP Holdings LLC (“YP”), whereby the amount due to YP in terms of an unsecured loan agreement entered into on September 21, 2015, including outstanding interest and penalty interest thereon was capitalized at $143,759 with effect from May 26, 2017, pursuant to which the Company issued to the Investor a Convertible Promissory Note in the aggregate principal amount of $143,759. The Note has a maturity date of May 26, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum with effect from May 26, 2017 until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The interest is payable in common shares using the conversion formula described below. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to 30% discount to market price at the average lowest three closing bid prices during the ten trading days prior to conversion. Other than disclosed above, in accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2017 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. | 18 SUBSEQUENT EVENTS On January 27, 2017, the Company, entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $105,000. The Note has a maturity date of July 27, 2017 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. In connection with the issuance of the Note, the Company issued, as a commitment fee, 150,000 shares of its common stock (the “Returnable Shares”). The Returnable Shares will be returned to the Company’s treasury if no Event of Defaults (as defined in the Note) has occurred on or prior to the date that the Note is fully repaid and satisfied. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. On February 6, 2017, the Company entered into a Convertible Promissory Note in the aggregate principal amount of $200,000. The Note has a maturity date of November 6, 2017 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a pre-payment penalty as specified in the Note. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. On February 21, 2017, the Company, entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note in the aggregate principal amount of $53,000. The Note has a maturity date of November 21, 2017 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a payment to the Purchaser at a pre-determined formula. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. On March 6, 2017, the Company approved the renewal of three notes with an aggregate principal of $125,000 for up to an additional 120 days at a 15% interest rate. On March 9, 2017, the Company entered into a Convertible Promissory Note in the aggregate principal amount of $100,000. The Note has a maturity date of March 8, 2018 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a pre-payment penalty as specified in the Note. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 150 days following the Issue Date into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to a 40% discount to the average of the two (2) lowest trading bid prices during the previous fifteen (15) trading days to the date of conversion. On April 6, 2017, the Company entered into a Convertible Promissory Note in the aggregate principal amount of $100,000. The Note has a maturity date of January 6, 2018 and a coupon of eight percent (8%) per annum. The Company has the right to prepay the Note, provided it makes a pre-payment penalty as specified in the Note. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Holder into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price equal to a 40% discount to the average of the two (2) lowest trading bid prices during the previous fifteen (15) trading days to the date of conversion. On April 25, 2017, the Company, entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued to the investor a Convertible Promissory Note in the aggregate principal amount of $33,000. The Note has a maturity date of February 10, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum from the date on which the Note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 40% discount to market price as set forth in the Note. On May 22, 2017, the Company, entered into a Securities Purchase Agreement with an investor, pursuant to which the Company issued to the Investor a Convertible Promissory Note in the aggregate principal amount of $75,000. The Note has a maturity date of May 9, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum with effect from May 22, 2017 until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The interest is payable in common shares using the conversion formula described below. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser during the period beginning on the date that is 180 days following the issue date into shares of the Company’s common stock at a conversion price equal to 38% discount to market price at the lowest closing bid price during the ten trading days prior to conversion, including the date of conversion. On May 31, 2017, the Company, entered into a Securities Purchase Agreement with a note holder, YP Holdings LLC (“YP”), whereby the amount due to YP in terms of an unsecured loan agreement entered into on September 21, 2015, including outstanding interest and penalty interest thereon was capitalized at $143,759 with effect from May 26, 2017, pursuant to which the Company issued to the Investor a Convertible Promissory Note in the aggregate principal amount of $143,759. The Note has a maturity date of May 26, 2018 and the Company has agreed to pay interest on the unpaid principal balance of the Note at the rate of eight percent per annum with effect from May 26, 2017 until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The interest is payable in common shares using the conversion formula described below. The Company shall have the right to prepay the Note in terms of agreement. The outstanding principal amount of the Note is convertible at any time and from time to time at the election of the Purchaser following the issue date into shares of the Company’s common stock at a conversion price equal to 30% discount to market price at the average lowest three closing bid prices during the ten trading days prior to conversion. In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2016 to the date these financial statements were issued, and has determined that, except as disclosed, it does not have any material subsequent events to disclose in these financial statements. |
ACCOUNTING POLICIES AND ESTIM25
ACCOUNTING POLICIES AND ESTIMATES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||
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 ended March 31, 2017 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 for the year ended December 31, 2016, included in the current report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2017. All amounts referred to in the notes to the financial statements are in United States Dollars ($) unless stated otherwise. | a) Basis of Presentation The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). 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 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) | 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 – 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. | 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 unaudited condensed 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 unaudited condensed 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. | 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 consolidated 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. | 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 consolidated 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 than 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 has a derivative liability which arose on variable priced conversion rights of certain convertible notes. These conversion rights are valued initially using a Black-Scholes valuation model using level 1 inputs, as disclosed above and in note 11 below. The initial fair value measurement is credited to equity. At each reporting period the fair value of the conversion rights of the convertible securities is re-measured using level 1 inputs, as disclosed above and in note 11 below, and any subsequent movement in fair value is recorded in the statement of operations as either a charge or a credit. Other than the conversion rights of convertible notes, 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 | 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 than 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 has a derivative liability which arose on variable priced conversion rights of certain convertible notes. These conversion rights are valued initially using a Black-Scholes valuation model using level 1 inputs, as disclosed above and in note 11 below. The initial fair value measurement is credited to equity. At each reporting period the fair value of the conversion rights of the convertible securities is re-measured using level 1 inputs, as disclosed above and in note 11 below, and any subsequent movement in fair value is recorded in the statement of operations as either a charge or a credit. Other than the conversion rights of convertible notes, 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 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. | 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 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 | h) Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-02, an amendment to Topic 805, Business Combinations. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this Update apply to annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect this guidance to have a material impact on its financial statements. In January 2017, the FASB issued ASU 2017-04, an amendment to Topic 350, Intangibles – Goodwill and Other, that provides that an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for Goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-04 will have on our unaudited condensed consolidated financial statements. In February 2017, the FASB issued ASU 2017-05, an amendment to Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments in this Update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-05 will have on our unaudited condensed consolidated financial statements. In March 2017, the FASB issued ASU 2017-07, Compensation-Retirement Benefits (Topic 715). This Update is being issued primarily to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. This Update also includes amendments to the Overview and Background Sections of the FASB Accounting Standards Codification. Under generally accepted accounting principles (GAAP), defined benefit pension cost and postretirement benefit cost (net benefit cost) comprise several components that reflect different aspects of an employer’s financial arrangements as well as the cost of benefits provided to employees. Those components are aggregated for reporting in the financial statements. The amendments in this Update apply to all employers, including not-for-profit entities that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715. 2 What Are the Main Provisions? The amendments in this Update require that an employer disaggregate the service cost component from the other components of net benefit cost. The amendments also provide explicit guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. The amendments in this Update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those 3 annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance. The amendments in this Update should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We are currently evaluating the effect ASU 2017-07 will have on our consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization of Purchased Callable Debt Securities. The amendments in this Update affect all entities that hold investments in callable debt securities that have an amortized cost basis in excess of the amount that is repayable by the issuer at the earliest call date (that is, at a premium). The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. Under current GAAP, premiums and discounts on callable debt securities generally are amortized to the maturity date. The amendments in this Update more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. As a result, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity should apply the amendments in this Update on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principle. We are currently evaluating the effect ASU 2017-08 will have on our 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 consolidated financial statements upon adoption. | h) Recent Accounting Pronouncements 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 “ 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 consolidated financial statements. In August 2016, the 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 consolidated statements of cash flows. In October 2016, the 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 consolidated financial statements. In October 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-17, Consolidation (Topic 810): Amendments to the Consolidation Analysis. Upon the effective date of Update 2015-02, a single decision maker of a variable interest entity (VIE) is required to consider indirect economic interests in the entity held through related parties on a proportionate basis when determining whether it is the primary beneficiary of that VIE unless the single decision maker and its related parties are under common control. If a single decision maker and its related parties are under common control, the single decision maker is required to consider indirect interests in the entity held through those related parties to be the equivalent of direct interests in their entirety. The Board is issuing this Update to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. As part of a separate initiative, the Board will consider whether other changes to the consolidation guidance for common control arrangements are necessary. The amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this guidance to have a material impact on its financial statements. In November 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-18, Topic 230, Statement of Cash Flows. Entities classify transfers between cash and restricted cash as operating, investing, or financing activities, or as a combination of those activities, in the statement of cash flows.] The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this Update should be applied using a retrospective transition method to each period presented. We are currently evaluating the effect ASU 2016-18 will have on our consolidated financial statements. In December 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-19, Technical Corrections and Improvements. Several topics are amended: 1. The amendment to Subtopic 350-40, Intangibles—Goodwill and Other— Internal-Use Software, adds a reference to guidance to use when accounting for internal-use software licensed from third parties that is within the scope of Subtopic 350-40. The transition guidance for that amendment is the same as the transition guidance in Accounting Standards Update No. 2015-05, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, to which the amendment relates. The Company does not expect this guidance to have a material impact on its financial statements. 2. The amendment to Subtopic 360-20, Property, Plant, and Equipment— Real Estate Sales, corrects the guidance to include the final decision of the EITF that loans insured under the Federal Housing Administration and the Veterans Administration do not have to be fully insured by those government-insured programs to recognize profit using the full accrual method. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 3. The amendment to Topic 820, Fair Value Measurement, clarifies the difference between a valuation approach and a valuation technique when applying the guidance in that Topic. That amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 4. The amendment to Subtopic 405-40, Liabilities—Obligations Resulting from Joint and Several Liability Arrangements, which clarifies that for an amount of an obligation under an arrangement to be considered fixed at the reporting date, the amount that must be fixed is not the amount that is the entity’s portion of the obligation but, rather, is the obligation in its entirety. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 5. The amendment to Subtopic 860-20, Transfers and Servicing—Sales of Financial Assets, aligns implementation guidance in paragraph 860-20- 55-41 with its corresponding guidance in paragraph 860-20-25-11. That amendment clarifies the considerations that should be included in an analysis to determine whether a transferor once again has effective control over transferred financial assets. The transition guidance for that amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. 6. The amendment to Subtopic 860-50, Transfers and Servicing—Servicing Assets and Liabilities, adds guidance that existed in AICPA Statement of 5 Position 01-6, Accounting by Certain Entities (Including Entities with Trade Receivables) That Lend to or Finance the Activities of Others, on the accounting for the sale of servicing rights when the transferor retains loans that was omitted from the Accounting Standards Codification. The transition guidance for the amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The Company does not expect this guidance to have a material impact on its financial statements. In November 2016, the FASB issued Accounting Standards Update No. (“ASU”) 2016-20, an amendment to Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU addressed several areas related to contracts with customers. This topic is not yet effective and will become effective with Topic 606. We are currently evaluating the effect ASU 2016-20 will have on our consolidated financial statements. In January 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-02, an amendment to Topic 805, Business Combinations. The amendments in this Update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this Update affect all reporting entities that must determine whether they have acquired or sold a business. The amendments in this Update provide a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this Update apply to annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect this guidance to have a material impact on its financial statements. In January 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-04, an amendment to Topic 350, Intangibles – Goodwill and Other, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 3 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for Goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-04 will have on our consolidated financial statements. In February 2017, the FASB issued Accounting Standards Update No. (“ASU”) 2017-05, an amendment to Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets The amendments in this Update are required for public business entities and other entities that have goodwill reported in their financial statements, under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The amendments in this Update modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity should apply the amendments in this Update on a prospective basis. The amendments in this Update are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the effect ASU 2017-05 will have on our 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 consolidated 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 | i) 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 March 31, 2017 and December 31, 2016, 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 March 31, 2017 and December 31, 2016, cash balances in the United States did not exceed the federally insured limit. | 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, 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, 2016, the balance did not exceed the federally insured limit. At December 31, 2015, the Company had cash balances in the United States, which exceeded the federally insured limits by $531,238. |
Accounts Receivable and Allowance for Doubtful Accounts | j) 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 three months ended March 31, 2017. The allowance for doubtful debts as of March 31, 2017 and 2016 was $0. | 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, 2016 and 2015. The allowance for doubtful debts as of December 31, 2016 and 2015 was $0. |
Cost Method Investments | k) 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 March 31, 2017. | l) 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 consolidated balance sheet or statement of operations and comprehensive loss. However, impairment charges are recognized in the consolidated statement of operations and 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 December 31, 2016. |
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. | m) 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. |
Advances received from customers | m) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. | n) Advances received from customers Other than the sale of kiosks to customers, the provision of services through our kiosks is conducted on a cash basis. Customers are required to deposit cash with the Company to meet anticipated demand for services provided through kiosks either owned or operated by them. The services provided through the customer owned or operated kiosks are deducted from the deposits held on their behalf, the Company requires that these deposits be replenished as and when the services are provided. |
Plant and Equipment | o) 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 Kiosks 7 years 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 | p) 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 | q) 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 | n) 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. | r) 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 | s) 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. Prior to the Company’s reverse merger which took place on May 12, 2016, all share-based payments were based on management’s estimate of market value of the Company’s equity. The factors considered in determining managements estimate of market value includes, assumptions of future revenues, expected cash flows, market acceptability of our technology and the current market conditions. These assumptions are complex and highly subjective, compounded by the business being in its early stage of development in a new market with limited data available. Where equity transactions with arms-length third parties, who had applied their own assumptions and estimates in determining the market value of our equity, had taken place prior to and within a reasonable time frame of any share-based payments, the value of those share transactions have been used as the fair value for any share-based equity payments. Where equity transactions with arms-length third parties, included both shares and warrants, the value of the warrants have been eliminated from the unit price of the securities using a Black-Scholes valuation model to determine the value of the warrants. The assumptions used in the Black Scholes valuation model includes market related interest rates for risk-free government issued treasury securities with similar maturities; the expected volatility of the Company’s common stock based on companies operating in similar industries and markets; the estimated stock price of the Company; the expected dividend yield of the Company and; the expected life of the warrants being valued. Subsequent to the Company’s reverse merger which took place on May 12, 2016, the Company has utilized the market value of its common stock as quoted on the OTCBB, as an indicator of the fair value of its common stock in determining share- based payment arrangements. | |
Derivative Liabilities | t) Derivative Liabilities ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re- measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. | |
Income Taxes | u) 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, 2016 and 2015, there have been no interest or penalties incurred on income taxes. | |
Comprehensive income | v) 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 ESTIM26
ACCOUNTING POLICIES AND ESTIMATES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful life of productive assets. | The estimated useful lives of the assets are as follows: Description Estimated Useful Life Kiosks 7 years Computer equipment 3 years Leasehold improvements Lesser of estimated useful life or life of lease Office equipment 10 years |
RESTATEMENT OF PREVIOUSLY ISS27
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | ||
Schedule of restatement of previously issued financial statements | The restated Unaudited Condensed Consolidated Balance Sheet, Statements of Operations and Comprehensive loss and the Statement of Cash Flows for the three months ended March 31, 2016, is presented below: QPAGOS CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2016 As Previously As Reported Adjustments Notes Restated (Unaudited) (Unaudited) Assets Current Assets Cash $ 250,908 $ $ 250,908 Accounts receivable 398,074 398,074 Inventory 553,259 (281,364 ) (A 271,895 Recoverable IVA taxes and credits 527,597 527,597 Other current assets 69.422 69,422 Total Current Assets 1,799,260 (281,364 ) 1,517,896 Non-Current Assets Plant and equipment, net 62,395 222,563 (A) 284,958 Intangibles, net 200,667 200,667 Investment 3,000 3,000 Other assets 11,780 11,780 Total Non-Current Assets 277,842 222,563 500,405 Total Assets $ 2,077,102 $ (58,801 ) $ 2,018,301 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 77,082 $ $ 77,082 Notes payable 106,312 106,312 IVA and other taxes payable 195,347 195,347 Advances from customers 5,859 5,859 Total Current Liabilities 384,600 384,600 Total Liabilities 384,600 384,600 Stockholders' Equity Common stock, $0.0001 par value; 100,000,000 shares authorized, 49,929,000 shares issued and outstanding as of March 31, 2016. 4,993 4,993 Additional paid-in-capital 7,875,621 7,875,621 Accumulated deficit (6,651,100 ) (49,158 ) (6,700,258 ) Accumulated other comprehensive income 462,988 (9,643 ) 453,345 Total stockholder's equity - controlling interest 1,692,502 (58,801 ) 1,633,701 Non-controlling interest - - - Total Stockholders' Equity 1,692,502 (58,801 ) 1,633,701 Total Liabilities and Stockholders' Equity $ 2,077,102 $ (58,801 ) $ 2,018,301 QPAGOS UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For The Three Months Ended March 31, 2016 As Previously As Reported Adjustments Notes Restated Revenues Airtime $ 497,985 $ $ 497,985 Kiosk sales 130,972 130,972 Commissions on services 977 977 629,934 - 629,934 Cost of Goods Sold Airtime 483,885 483,885 Kiosk sales 113,357 113,357 Depreciation - kiosks - 9,633 (A) 9,633 Other 12,046 12,046 609,288 9,633 618,921 Gross (Loss) Profit 20,646 (9,633 ) 11,013 General and administrative 2,693,703 2,693,703 Depreciation and amortization 19,345 (2,106 ) (A) 17,239 Total Expense 2,713,048 (2,106 ) 2,710,942 Loss from Operations (2,692,402 ) (7,527 ) (2,699,929 ) Other (expense) income 2,999 2,999 Interest expense, net (2,992 ) (2,992 ) Foreign currency gain 30,984 - 30,984 ) Loss before Provision for Income Taxes (2,661,411 ) (7,527 ) (2,668,938 ) Provision for Income Taxes - - - Net Loss (2,661,411 ) (7,527 ) (2,668,938 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,661,411 ) $ (7,527 ) $ (2,668,938 ) Net Loss Per Share - Basic and Diluted $ (0.06 ) $ (0.06 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 42,895,154 42,895,154 Other Comprehensive Income Foreign currency translation adjustment 42,982 3,792 46,774 Total Comprehensive Loss (2,618,429 ) (3,735 ) (2,622,164 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,618,429 ) $ (3,735 ) $ (2,622,164 ) QPAGOS UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For The Three Months Ended March 31, 2016 As Previously As Reported Adjustments Notes Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net loss attributable to the company $ (2,661,411 ) $ (7,527 ) (A) $ (2,668,938 ) Less: loss attributable to non-controlling interest - - Net loss (2,661,411 ) (7,527 ) (2,668,938 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 8,415 7,473 (A) 15,888 Amortization expense 10,930 54 (A) 10,984 Equity based compensation charge 108,000 108,000 Shares issued for services 2,032,275 2,032,275 Non- cash investment in affiliates (3,000 ) (3,000 ) Other foreign currency movements - (3,792 ) (A) (3,792 ) Changes in Assets and Liabilities Accounts receivable (155,999 ) (155,999 ) Inventory 115,308 115,308 Recoverable IVA taxes and credits (109,700 ) (109,700 ) Prepayments (17,408 ) (17,408 ) Other assets (68 ) (68 ) Accounts payable and accrued expenses 38,711 38,711 IVA and other taxes payable 3,303 3,303 Advances from customers 3,873 3,873 Interest accruals 2,992 2,992 CASH USED IN OPERATING ACTIVITIES (623,779 ) (3,792 ) (627,571 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (454 ) (454 ) NET CASH USED IN INVESTING ACTIVITIES (454 ) - (454 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from loans payable - - NET CASH PROVIDED BY FINANCING ACTIVITIES - - - Effect of exchange rate changes on cash and cash equivalents 42,982 3,792 46,774 NET DECREASE IN CASH (581,251 ) - (581,251 ) CASH AT BEGINNING OF PERIOD 832,159 832,159 CASH AT END OF PERIOD $ 250,908 $ - $ 250,908 NOTES A. To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. | The restated Consolidated Balance Sheet as of December 31, 2015, the related Consolidated Statements of Operations and Comprehensive loss and the Statement of Cash Flows for the year ended December 31, 2015, is presented below: QPAGOS CORPORATION 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 (279,746 ) (A) 388,821 Recoverable IVA taxes and credits 417,897 417,897 Prepayments 52,014 52,014 Total Current Assets 2,212,712 (279,746 ) 1,932,966 Non-Current Assets Plant and equipment, net 70,537 229,851 (A) 300,388 Intangibles, net 211,417 211,417 Other assets 11,712 11,712 Total Non-Current Assets 293,666 229,851 523,517 Total Assets $ 2,506,378 $ (49,895 ) $ 2,456,483 Liabilities and Stockholders' Equity (Deficit) Current Liabilities Accounts payable $ 38,372 $ 38,372 Notes payable 103,320 103,320 IVA and other taxes payable 192,044 192,044 Advances from customers 1,986 1,986 Total Current Liabilities 335,722 - 335,722 Total Liabilities 335,722 - 335,722 Stockholders' Equity (Deficit) Common stock, $0.001 par value; 50,000,000 shares authorized, 22,392,000 and 4,619,314 shares issued and outstanding as of December 31, 2015 and 2014, respectively. 4,478 4,478 Additional paid-in-capital 5,735,861 5,735,861 Accumulated deficit (3,989,689 ) (36,459 ) (4,026,148 ) Accumulated other comprehensive income 420,006 (13,436 ) 406,570 Total stockholder's equity (deficit) - controlling interest 2,170,656 (49,895 ) 2,120,761 Non-controlling interest - - - Total Stockholders' Equity (Deficit) 2,170,656 (49,895 ) 2,120,761 Total Liabilities and Stockholders' Equity (Deficit) $ 2,506,378 $ (49,895 ) $ 2,456,483 QPAGOS CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS Year Ended December 31, 2015 As Previously As Reported Adjustments Notes Restated Revenues Airtime $ 739,894 $ 739,894 Kiosk sales 321,239 321,239 Commissions on services 66,674 66,674 Other 137 137 1,127,944 - 1,127,944 Cost of Goods Sold Airtime 710,155 710,155 Kiosk sales 369,909 369,909 Depreciation - kiosks - 35,496 (A) 35,496 Other 40,172 40,172 1,120,236 35,496 1,155,732 Gross (Loss) Profit 7,708 (35,496 ) (27,788 ) General and administrative 2,000,714 779,862 (B) 2,780,576 Depreciation and amortization 37,810 (5,459 ) (A) 32,351 Total Expense 2,038,524 774,403 2,812,927 Loss from Operations (2,030,816 ) (809,899 ) (2,840,715 ) Other (expense) income 203 203 Interest expense, net (2,241 ) (2,241 ) Foreign currency loss (466,920 ) - (466,920 ) Loss before Provision for Income Taxes (2,499,774 ) (809,899 ) (3,309,673 ) Provision for Income Taxes - - - Net Loss (2,499,774 ) (809,899 ) (3,309,673 ) Net loss attributable to non-controlling interest - - - Net Loss Attributable to Controlling Interest $ (2,499,774 ) $ (809,899 ) $ (3,309,673 ) Net Loss Per Share - Basic and Diluted $ (0.10 ) $ (0.13 ) Weighted Average Number of Shares Outstanding - Basic and Diluted 25,698,747 25,698,747 Other Comprehensive Income Foreign currency translation adjustment 267,257 (13,436 ) 253,821 Total Comprehensive Loss (2,232,517 ) (823,335 ) (3,055,852 ) Comprehensive loss attributable to non-controlling interest - - - Comprehensive Loss Attributable to Controlling Interest $ (2,232,517 ) $ (823,335 ) $ (3,055,852 ) 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 $ (2,499,774 ) $ (809,899 ) $ (3,309,673 ) Less: loss attributable to non-controlling interest - - Net loss (2,499,774 ) (809,899 ) (3,309,673 ) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation expense 34,227 30,037 (A) 64,264 Amortization expense 3,583 3,583 Equity based compensation charge 166,715 121,285 (B) 288,000 Shares issued for services - 658,577 (B) 658,577 Other foreign currency movements - 13,436 (A) 13,436 Changes in Assets and Liabilities Accounts receivable (226,161 ) (226,161 ) Inventory (21,581 ) (21,581 ) Recoverable IVA taxes and credits (246,697 ) (246,697 ) Prepayments (2,014 ) (2,014 ) Other assets (5,520 ) (5,520 ) Accounts payable and accrued expenses (64,129 ) (64,129 ) IVA and other taxes payable 183,689 183,689 Advances from customers (1,106 ) (1,106 ) Interest accruals 3,320 3,320 CASH USED IN OPERATING ACTIVITIES (2,675,448 ) 13,436 (2,662,012 ) 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 267,257 (13,436 ) 253,821 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. Adjustment to reclassify kiosk inventory utilized by the Company to generate revenue, to fixed assets and the recording of the related depreciation thereon. B. Adjustment to record equity based compensation to officers of the Company and consultants. |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | ||
Schedule of inventory | Inventory consisted of the following: March 31, December 31, 2016 Kiosks and accessories $ 297,810 $ 350,273 $ 297,810 $ 350,27 3 | Inventory consisted of the following as of December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 Kiosks $ 350,273 $ 388,821 $ 350,273 $ 388,821 |
PLANT AND EQUIPMENT (Tables)
PLANT AND EQUIPMENT (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment | Plant and Equipment consisted of the following: March 31, December 31, Kiosks $ 259,792 $ 269,810 Computer equipment 76,852 69,577 Office equipment 10,416 9,430 Leasehold improvement 9,048 8,191 Total cost 356,108 357,009 Less: accumulated depreciation and amortization (154,351 ) (125,681 ) Plant and equipment, net $ 201,757 $ 231,328 | Plant and Equipment consisted of the following as of December 31, 2016 and December 31, 2015: December 31, 2016 December 31, 2015 Kiosks $ 269,810 $ 279,746 Computer equipment 69,577 82,284 Office equipment 9,430 11,217 Leasehold improvement 8,191 9,740 Total cost 357,009 382,987 Less: accumulated depreciation and amortization (125,681 ) (82,599 ) Property and equipment, net $ 231,328 $ 300,388 |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangibles | Intangibles consisted of the following: March 31, December 31, Software Localization Agreement $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (57,333 ) (46,583 ) Intangibles, net $ 157,667 $ 168,417 | Intangibles consisted of the following as of December 31, 2016 and 2015, respectively: December December 31, Software license $ 215,000 $ 215,000 Total cost 215,000 215,000 Less: accumulated amortization (46,583 ) (3,583 ) Intangibles, net $ 168,417 $ 211,417 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of short term notes payable | Notes payable consisted of the following: Interest March 31, December 31, Description Rate Maturity 2017 2016 YP Holdings LLC 12 % December 31, 2015 $ 163,312 $ 151,353 Strategic IR 10 % January 1, 2017 to 165,253 146,575 Gibbs International Holdings 15 % June 13, 2017 52,493 50,986 Cobbolo Limited 10 % May 30, 2017 103,932 101,466 Joseph W and Patricia G Abrams 15 % June 13, 2017 25,486 25,534 Delinvest Commercial LTD 15 % June 29, 2017 52,274 50,836 Total notes payable $ 562,750 $ 526,750 | Notes payable consisted of the following: Interest December 31, December 31, Description Rate Maturity 2016 2015 YP Holdings LLC 12 % December 31, 2015 $ 151,353 $ 103,320 Strategic IR 10 % January 1, 2017 to 146,575 - Gibbs International Holdings 10 % February 19, 2017 50,986 - Cobbolo Limited 10 % February 17, 2007 101,466 - Joseph W and Patricia G Abrams 10 % February 13, 2017 25,534 - Delinvest Commercial LTD 10 % March 1, 2017 50,836 Gaston Pereira 6 % March 15, 2017 - - Total notes payable $ 526,750 $ 103,320 |
CONVERTIBLE NOTE PAYABLE (Table
CONVERTIBLE NOTE PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Note Payable Tables | |
Schedule of convertible notes payable | Convertible notes payable consists of the following: Accrued Debt Interest March 31, Note Holder Principal Interest Discount Rate Maturity 2017 Power Up Lending Group Ltd $ 77,000 $ 1,586 $ (50,870 ) 8 % September 30, 2017 $ 27,716 Power Up Lending Group Ltd 53,000 441 (45,858 ) 8 % November 30, 2017 7,583 Labrys Fund, LP 105,000 1,450 (68,453 ) 8 % July 27, 2017 37,997 JSJ Investments Inc. 200,000 2,323 (161,172 ) 8 % November 6,2017 41,151 Vista Capital Investment, LLC 100,000 483 (93,973 ) 8 % March 9,2018 6,510 $ 535,000 $ 6 ,283 $ (420,326 ) $ 120,957 Accrued Debt Interest December 31, Note Holder Principal Interest Discount Rate Maturity 2016 Power Up Lending Group Ltd $ 77,000 $ 68 $ (75,888 ) 8 % September 30, 2017 $ 1,180 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of derivative liability | The following assumptions were used in the Black-Scholes valuation model: Three Months Ended Year ended March 31, December 31, 2017 2016 Conversion price $ 0.11 to 0.22 $ 0.22 to 0.23 Risk free interest rate 0.63 to 1.04 % 0.85 % Expected life of derivative liability 4 to 11 months 9 months expected volatility of underlying stock 132.56 to 138.19 % 133.0 % Expected dividend rate 0 % 0 % | The following assumptions were used in the Black-Scholes valuation model: Year ended December 31, 2016 Conversion price $ 0.22 to 0.23 Risk free interest rate 0.85 % Expected life of derivative liability 9 months expected volatility of underlying stock 133.0 % Expected dividend rate 0 % |
Schedule of movement in derivative liability | The movement in derivative liability is as follows: March 31, 2017 December 31, 2016 Opening balance $ 113,074 $ - Derivative financial liability arising from convertible note 458,000 77,000 Fair value adjustment to derivative liability 247,770 36,074 $ 818,844 $ 113,07 4 | The movement in derivative liability is as follows: December 31, 2016 December 31, 2015 Opening balance $ - $ - Derivative financial liability arising from convertible note 77,000 - Fair value adjustment to derivative liability 36,074 - $ 113,074 $ - |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Schedule of restricted stock granted | The restricted stock granted and exercisable at December 31, 2016 is as follows: 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 | |
Schedule of fair value assumptions | The fair value of Warrants issued were valued at $0.464 per share using the Black-Scholes pricing model and the following weighted average assumptions were used: Year ended 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, 2015 to December 31, 2016 is as follows: Shares Warrants Exercise Weighted Outstanding January 1, 2015 - $ - $ - Granted 6,219,200 0.625 0.625 Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2015 6,219,200 $ 0.625 $ 0.625 Granted - - - Forfeited/Cancelled - - - Exercised - - - Outstanding December 31, 2016 6,219,200 $ 0.625 $ 0.625 | |
Schedule of exercise price range of warrants | The warrants outstanding and exercisable at March 31, 2017 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 3.51 $ 0.625 6,219,200 $ 0.625 3.51 | The warrants outstanding and exercisable at December 31, 2016 are as follows: Warrants Outstanding Warrants Exercisable Exercise Number Weighted Weighted Number Weighted Weighted $ 0.625 6,219,200 3.75 $ 0.625 6,219,200 $ 0.625 3.75 6,219,200 $ 6,219,200 $ |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Revenue | ||
Schedule of revenue | Revenue is derived from the following sources: Three Three Months Months March 31, March 31, 2017 2016 Sales of services $ 801,692 $ 497,985 Payment processing fees 10,060 977 Kiosk sales 113,921 130,972 Other 1,637 - $ 927,310 629,934 | Revenue is derived from the following sources: Year ended Year ended Sales of services $ 2,610,820 $ 739,894 Payment processing fees 34,916 66,674 Kiosk sales 44,606 321,239 Other 1,554 137 $ 2,691,896 $ 1,127,944 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes consists of the following: Year ended Year ended 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 $ (1,656,874 ) $ (1,079,097 ) State tax expense, net of federal tax effect - - Effect of foreign operations 65,642 87,799 Permanent timing differences 72,738 62,082 Deferred income tax asset valuation allowance 1,518,492 929,215 - $ - |
Schedule of deferred income tax assets | Significant components of the Company’s deferred income tax assets are as follows: December 31, 2016 December 31, 2015 Depreciation and amortization $ (74,655 ) $ (67,777 ) Other 88,936 (25,916 ) Net operating losses 1,504,212 1,022,907 Valuation allowance (1,518,492 ) (929,215 ) Net deferred income tax assets $ - $ - |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of equity based compensation | Equity based compensation is made up of the following: Three Three Stock issued for services rendered - 2,032,275 $ - $ 2,032,275 | Equity based compensation is made up of the following: Year ended Year ended Stock based compensation 144,000 288,000 Stock issued for services rendered 2,032,275 658,577 $ 2,176,275 $ 946,577 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
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: Three Months Ended March 31, 2017 (Shares) Three Restricted stock awards – unvested - 1,160,000 Warrants 6,219,200 6,219,200 6,219,200 7,379,200 | 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 Warrants to purchase shares of common stock 6,219,200 6,219,200 6,219,200 10,539,200 |
ORGANIZATION AND DESCRIPTION 39
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) | Aug. 31, 2015Number | Mar. 31, 2017Number$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Number of common stock issued | 5,000,000 | 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 | $ 0.0001 | |
Number of capital stock converted into common stock | 2 | 2 | ||
Date of acquisition agreement | May 12, 2016 | |||
Warrant [Member] | ||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | 6,219,200 | |
Qpagos Corporation [Member] | ||||
Number of common stock held | 49,929,000 | 49,929,000 | ||
Number of subsidiaries | Number | 2 | |||
Percentage of majority stockholders | 100.00% | 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 [Member] | Share Exchange Agreement [Member] | ||||
Number of subsidiaries | Number | 2 | |||
Percentage of majority stockholders | 99.996% | |||
Percentage of outstanding shares | 99.99% |
ACCOUNTING POLICIES AND ESTIM40
ACCOUNTING POLICIES AND ESTIMATES (Details) - QPAGOS Corporation - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Kiosks and Accessories [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property | Lesser of estimated useful life or life of lease |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
ACCOUNTING POLICIES AND ESTIM41
ACCOUNTING POLICIES AND ESTIMATES (Details Narrative) | 12 Months Ended | |||
Dec. 31, 2016USD ($)Number | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Plant and equipment costs | $ 357,009 | $ 356,108 | ||
Allowance for doubtful debts | $ 0 | $ 0 | ||
Qpagos Corporation [Member] | ||||
Percentage of ownership interest | 100.00% | 100.00% | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Number of reportable segment | Number | 1 | |||
Cash FDIC uninsured amount | $ 531,238 | |||
Plant and equipment costs | $ 382,987 | |||
Amortized period of intangible assets | 5 years | |||
QPAGOS Corporation - Parent Company [Member] | Minimum [Member] | ||||
Plant and equipment costs | $ 1,000 | |||
Qpagos, S.A. P.I de C.V [Member] | ||||
Percentage of ownership interest | 99.996% | 99.996% | ||
Redpag Electronicos, S.A. P.I. de C.V [Member] | ||||
Percentage of ownership interest | 99.99% | 99.99% |
RESTATEMENT OF PREVIOUSLY ISS42
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Current Assets | |||||||||
Cash | $ 33,865 | $ 46,286 | $ 250,908 | [1] | $ 832,159 | [1] | $ 173,828 | [1] | |
Accounts receivable | 175,711 | 79,943 | 398,074 | [1] | 242,075 | [1] | |||
Inventory | 297,810 | 350,273 | 271,895 | [1] | 388,821 | [1] | |||
Recoverable IVA taxes and credits | 352,993 | 353,780 | 527,597 | [1] | 417,897 | [1] | |||
Other current assets | 246,565 | 279,878 | 69,422 | [1] | 52,014 | ||||
Total Current Assets | 1,106,944 | 1,110,160 | 1,517,896 | [1] | 1,932,966 | [1] | |||
Non-Current Assets | |||||||||
Plant and equipment, net | 201,757 | 231,328 | 284,958 | [1] | 300,388 | [1] | |||
Intangibles, net | 157,667 | 168,417 | 200,667 | [1] | 211,417 | [1] | |||
Investment | 3,000 | 3,000 | 3,000 | [1] | [1] | ||||
Other assets | 7,305 | 9,847 | 11,780 | [1] | 11,712 | [1] | |||
Total Non-Current Assets | 369,729 | 412,592 | 500,405 | [1] | 523,517 | [1] | |||
Total Assets | 1,476,673 | 1,522,752 | 2,018,301 | [1] | 2,456,483 | [1] | |||
Current Liabilities | |||||||||
Accounts payable | 198,414 | 320,487 | 77,082 | [1] | 38,372 | [1] | |||
Notes payable | 562,750 | 526,750 | 106,312 | [1] | 103,320 | [1] | |||
IVA and other taxes payable | 147,136 | 166,108 | 195,347 | [1] | 192,044 | [1] | |||
Advances from customers | 150,571 | 132,133 | 5,859 | [1] | 1,986 | [1] | |||
Total Current Liabilities | 1,998,672 | 1,259,732 | 384,600 | [1] | 335,722 | [1] | |||
Total Liabilities | 1,998,672 | 1,259,732 | 384,600 | [1] | 335,722 | [1] | |||
Stockholders' Equity | |||||||||
Common stock | 5,545 | 5,545 | 4,993 | [1] | 4,478 | [1] | |||
Additional paid-in-capital | 8,284,522 | 8,284,522 | 7,875,621 | [1] | 5,735,861 | [1] | |||
Accumulated deficit | (9,313,135) | (8,757,197) | (6,700,258) | [1] | (4,026,148) | [1] | |||
Accumulated other comprehensive income | 501,069 | 730,150 | 453,345 | [1] | 406,570 | [1] | |||
Total stockholder's equity - controlling interest | (521,999) | 263,020 | 1,633,701 | [1] | 2,120,761 | [1] | (1,280,957) | ||
Non-controlling interest | [1] | [1] | |||||||
Total Stockholders' Equity | (521,999) | 263,020 | 1,633,701 | [1] | 2,120,761 | [1] | |||
Total Liabilities and Stockholders' Equity | $ 1,476,673 | $ 1,522,752 | 2,018,301 | [1] | 2,456,483 | [1] | |||
QPAGOS Corporation - Parent Company [Member] | |||||||||
Current Assets | |||||||||
Cash | 832,159 | 173,828 | |||||||
Accounts receivable | 242,075 | ||||||||
Inventory | 388,821 | ||||||||
Recoverable IVA taxes and credits | 417,897 | ||||||||
Other current assets | 52,014 | ||||||||
Total Current Assets | 1,932,966 | ||||||||
Non-Current Assets | |||||||||
Plant and equipment, net | 300,388 | ||||||||
Intangibles, net | 211,417 | ||||||||
Other assets | 11,712 | ||||||||
Total Non-Current Assets | 523,517 | ||||||||
Total Assets | 2,456,483 | ||||||||
Current Liabilities | |||||||||
Accounts payable | 38,372 | ||||||||
Notes payable | 103,320 | ||||||||
IVA and other taxes payable | 192,044 | ||||||||
Advances from customers | 1,986 | ||||||||
Total Current Liabilities | 335,722 | ||||||||
Total Liabilities | 335,722 | ||||||||
Stockholders' Equity | |||||||||
Common stock | 4,478 | ||||||||
Additional paid-in-capital | 5,735,861 | ||||||||
Accumulated deficit | (4,026,148) | ||||||||
Accumulated other comprehensive income | 406,570 | ||||||||
Total stockholder's equity - controlling interest | 2,120,761 | ||||||||
Non-controlling interest | |||||||||
Total Stockholders' Equity | 2,120,761 | ||||||||
Total Liabilities and Stockholders' Equity | 2,456,483 | ||||||||
As Previously Reported [Member] | |||||||||
Current Assets | |||||||||
Cash | 250,908 | 832,159 | |||||||
Accounts receivable | 398,074 | ||||||||
Inventory | [2] | 553,259 | |||||||
Recoverable IVA taxes and credits | 527,597 | ||||||||
Other current assets | 69,422 | ||||||||
Total Current Assets | 1,799,260 | ||||||||
Non-Current Assets | |||||||||
Plant and equipment, net | [2] | 62,395 | |||||||
Intangibles, net | 200,667 | ||||||||
Investment | 3,000 | ||||||||
Other assets | 11,780 | ||||||||
Total Non-Current Assets | 277,842 | ||||||||
Total Assets | 2,077,102 | ||||||||
Current Liabilities | |||||||||
Accounts payable | 77,082 | ||||||||
Notes payable | 106,312 | ||||||||
IVA and other taxes payable | 195,347 | ||||||||
Advances from customers | 5,859 | ||||||||
Total Current Liabilities | 384,600 | ||||||||
Total Liabilities | 384,600 | ||||||||
Stockholders' Equity | |||||||||
Common stock | 4,993 | ||||||||
Additional paid-in-capital | 7,875,621 | ||||||||
Accumulated deficit | (6,651,100) | ||||||||
Accumulated other comprehensive income | 462,988 | ||||||||
Total stockholder's equity - controlling interest | 1,692,502 | ||||||||
Non-controlling interest | |||||||||
Total Stockholders' Equity | 1,692,502 | ||||||||
Total Liabilities and Stockholders' Equity | 2,077,102 | ||||||||
As Previously Reported [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||||
Current Assets | |||||||||
Cash | 832,159 | $ 173,828 | |||||||
Accounts receivable | 242,075 | ||||||||
Inventory | [2] | 668,567 | |||||||
Recoverable IVA taxes and credits | 417,897 | ||||||||
Other current assets | 52,014 | ||||||||
Total Current Assets | 2,212,712 | ||||||||
Non-Current Assets | |||||||||
Plant and equipment, net | [2] | 70,537 | |||||||
Intangibles, net | 211,417 | ||||||||
Other assets | 11,712 | ||||||||
Total Non-Current Assets | 293,666 | ||||||||
Total Assets | 2,506,378 | ||||||||
Current Liabilities | |||||||||
Accounts payable | 38,372 | ||||||||
Notes payable | 103,320 | ||||||||
IVA and other taxes payable | 192,044 | ||||||||
Advances from customers | 1,986 | ||||||||
Total Current Liabilities | 335,722 | ||||||||
Total Liabilities | 335,722 | ||||||||
Stockholders' Equity | |||||||||
Common stock | 4,478 | ||||||||
Additional paid-in-capital | 5,735,861 | ||||||||
Accumulated deficit | (3,989,689) | ||||||||
Accumulated other comprehensive income | 420,006 | ||||||||
Total stockholder's equity - controlling interest | 2,170,656 | ||||||||
Non-controlling interest | |||||||||
Total Stockholders' Equity | 2,170,656 | ||||||||
Total Liabilities and Stockholders' Equity | 2,506,378 | ||||||||
Adjustments [Member] | |||||||||
Current Assets | |||||||||
Cash | |||||||||
Inventory | [2] | (281,364) | |||||||
Total Current Assets | (281,364) | ||||||||
Non-Current Assets | |||||||||
Plant and equipment, net | [2] | 222,563 | |||||||
Total Non-Current Assets | 222,563 | ||||||||
Total Assets | (58,801) | ||||||||
Stockholders' Equity | |||||||||
Accumulated deficit | (49,158) | ||||||||
Accumulated other comprehensive income | (9,643) | ||||||||
Total stockholder's equity - controlling interest | (58,801) | ||||||||
Non-controlling interest | |||||||||
Total Stockholders' Equity | (58,801) | ||||||||
Total Liabilities and Stockholders' Equity | $ (58,801) | ||||||||
Adjustments [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||||
Current Assets | |||||||||
Cash | |||||||||
Inventory | [2] | (279,746) | |||||||
Total Current Assets | (279,746) | ||||||||
Non-Current Assets | |||||||||
Plant and equipment, net | [2] | 229,851 | |||||||
Total Non-Current Assets | 229,851 | ||||||||
Total Assets | (49,895) | ||||||||
Current Liabilities | |||||||||
Total Current Liabilities | |||||||||
Total Liabilities | |||||||||
Stockholders' Equity | |||||||||
Accumulated deficit | (36,459) | ||||||||
Accumulated other comprehensive income | (13,436) | ||||||||
Total stockholder's equity - controlling interest | (49,895) | ||||||||
Non-controlling interest | |||||||||
Total Stockholders' Equity | (49,895) | ||||||||
Total Liabilities and Stockholders' Equity | $ (49,895) | ||||||||
[1] | As Restated | ||||||||
[2] | To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. |
RESTATEMENT OF PREVIOUSLY ISS43
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Revenues | |||||||
Airtime | $ 801,692 | $ 497,985 | [1] | $ 2,610,820 | |||
Kiosk sales | 113,921 | 130,972 | [1] | 44,606 | |||
Commissions on services | [1] | 977 | |||||
Other | 1,637 | [1] | 1,554 | ||||
Net Revenue | 927,310 | 629,934 | [1] | 2,691,896 | $ 1,127,944 | [1] | |
Cost of Goods Sold | |||||||
Airtime | [1] | 483,885 | |||||
Kiosk sales | [1] | 113,357 | |||||
Depreciation - kiosks | [1] | 9,633 | |||||
Other | [1] | 12,046 | |||||
Cost of Goods Sold | 853,452 | 618,921 | [1] | 2,595,012 | 1,155,732 | [1] | |
Gross (Loss) Profit | 73,858 | 11,013 | [1] | 96,884 | (27,788) | [1] | |
General and administrative | 457,587 | 2,693,703 | [1] | 4,312,107 | 2,780,576 | [1] | |
Depreciation and amortization | 16,791 | 17,239 | [1] | 68,075 | 32,351 | [1] | |
Total Expense | 474,378 | 2,710,942 | [1] | 4,380,182 | 2,812,927 | [1] | |
Loss from Operations | (400,520) | (2,699,929) | [1] | (4,283,298) | (2,840,715) | [1] | |
Other (expense) income | 100 | 2,999 | [1] | 788 | 203 | [1] | |
Interest expense, net | (141,600) | (2,992) | [1] | (54,610) | (2,241) | [1] | |
Foreign currency gain (loss) | 233,852 | 30,984 | [1] | (357,855) | (466,920) | [1] | |
Loss before Provision for Income Taxes | (555,938) | (2,668,938) | [1] | (4,731,049) | (3,309,673) | [1] | |
Provision for Income Taxes | [1] | [1] | |||||
Net Loss | (555,938) | (2,668,938) | [1] | (4,731,049) | (3,309,673) | [1] | |
Net loss attributable to non-controlling interest | [1] | [1] | |||||
Net Loss Attributable to Controlling Interest | $ (555,938) | $ (2,668,938) | [1] | $ (4,731,049) | $ (3,309,673) | [1] | |
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.01) | $ (0.06) | [1] | $ (0.09) | $ (0.13) | [1] | |
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 55,454,000 | 42,895,154 | [1] | 52,728,587 | 25,698,747 | [1] | |
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | $ (229,081) | $ 46,774 | [1] | $ 323,580 | $ 253,821 | [1] | |
Total Comprehensive loss (income) | (785,019) | (2,622,164) | [1] | (4,407,469) | (3,055,852) | [1] | |
Comprehensive loss attributable to non-controlling interest | [1] | [1] | |||||
Comprehensive Loss Attributable to Controlling Interest | $ (785,019) | (2,622,164) | [1] | $ (4,407,469) | (3,055,852) | [1] | |
QPAGOS Corporation - Parent Company [Member] | |||||||
Revenues | |||||||
Airtime | 739,894 | ||||||
Kiosk sales | 321,239 | ||||||
Commissions on services | 66,674 | ||||||
Other | 137 | ||||||
Net Revenue | 1,127,944 | ||||||
Cost of Goods Sold | |||||||
Airtime | 710,155 | ||||||
Kiosk sales | 369,909 | ||||||
Depreciation - kiosks | [2] | 35,496 | |||||
Other | 40,172 | ||||||
Cost of Goods Sold | 1,155,732 | ||||||
Gross (Loss) Profit | (27,788) | ||||||
General and administrative | [3] | 2,780,576 | |||||
Depreciation and amortization | [2] | 32,351 | |||||
Total Expense | 2,812,927 | ||||||
Loss from Operations | (2,840,715) | ||||||
Other (expense) income | 203 | ||||||
Interest expense, net | (2,241) | ||||||
Foreign currency gain (loss) | (466,920) | ||||||
Loss before Provision for Income Taxes | (3,309,673) | ||||||
Provision for Income Taxes | |||||||
Net Loss | (3,309,673) | ||||||
Net loss attributable to non-controlling interest | |||||||
Net Loss Attributable to Controlling Interest | $ (3,309,673) | ||||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.13) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 25,698,747 | ||||||
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | $ 253,821 | ||||||
Total Comprehensive loss (income) | (3,055,852) | ||||||
Comprehensive loss attributable to non-controlling interest | |||||||
Comprehensive Loss Attributable to Controlling Interest | (3,055,852) | ||||||
As Previously Reported [Member] | |||||||
Revenues | |||||||
Airtime | 497,985 | ||||||
Kiosk sales | 130,972 | ||||||
Commissions on services | 977 | ||||||
Net Revenue | 629,934 | ||||||
Cost of Goods Sold | |||||||
Airtime | 483,885 | ||||||
Kiosk sales | 113,357 | ||||||
Depreciation - kiosks | [2] | ||||||
Other | 12,046 | ||||||
Cost of Goods Sold | 609,288 | ||||||
Gross (Loss) Profit | 20,646 | ||||||
General and administrative | 2,693,703 | ||||||
Depreciation and amortization | [2] | 19,345 | |||||
Total Expense | 2,713,048 | ||||||
Loss from Operations | (2,692,402) | ||||||
Other (expense) income | 2,999 | ||||||
Interest expense, net | (2,992) | ||||||
Foreign currency gain (loss) | 30,984 | ||||||
Loss before Provision for Income Taxes | (2,661,411) | ||||||
Provision for Income Taxes | |||||||
Net Loss | (2,661,411) | ||||||
Net loss attributable to non-controlling interest | |||||||
Net Loss Attributable to Controlling Interest | [2] | $ (2,661,411) | |||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.06) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 42,895,154 | ||||||
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | $ 42,982 | ||||||
Total Comprehensive loss (income) | (2,618,429) | ||||||
Comprehensive loss attributable to non-controlling interest | |||||||
Comprehensive Loss Attributable to Controlling Interest | (2,618,429) | ||||||
As Previously Reported [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||
Revenues | |||||||
Airtime | 739,894 | ||||||
Kiosk sales | 321,239 | ||||||
Commissions on services | 66,674 | ||||||
Other | 137 | ||||||
Net Revenue | 1,127,944 | ||||||
Cost of Goods Sold | |||||||
Airtime | 710,155 | ||||||
Kiosk sales | 369,909 | ||||||
Depreciation - kiosks | [2] | ||||||
Other | 40,172 | ||||||
Cost of Goods Sold | 1,120,236 | ||||||
Gross (Loss) Profit | 7,708 | ||||||
General and administrative | [3] | 2,000,714 | |||||
Depreciation and amortization | [2] | 37,810 | |||||
Total Expense | 2,038,524 | ||||||
Loss from Operations | (2,030,816) | ||||||
Other (expense) income | 203 | ||||||
Interest expense, net | (2,241) | ||||||
Foreign currency gain (loss) | (466,920) | ||||||
Loss before Provision for Income Taxes | (2,499,774) | ||||||
Provision for Income Taxes | |||||||
Net Loss | (2,499,774) | ||||||
Net loss attributable to non-controlling interest | |||||||
Net Loss Attributable to Controlling Interest | $ (2,499,774) | ||||||
Net Loss Per Share - Basic and Diluted (in dollars per share) | $ (0.1) | ||||||
Weighted Average Number of Shares Outstanding - Basic and Diluted (in shares) | 25,698,747 | ||||||
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | $ 267,257 | ||||||
Total Comprehensive loss (income) | (2,232,517) | ||||||
Comprehensive loss attributable to non-controlling interest | |||||||
Comprehensive Loss Attributable to Controlling Interest | (2,232,517) | ||||||
Adjustments [Member] | |||||||
Revenues | |||||||
Other | |||||||
Net Revenue | |||||||
Cost of Goods Sold | |||||||
Depreciation - kiosks | [2] | 9,633 | |||||
Cost of Goods Sold | 9,633 | ||||||
Gross (Loss) Profit | (9,633) | ||||||
Depreciation and amortization | [2] | (2,106) | |||||
Total Expense | (2,106) | ||||||
Loss from Operations | (7,527) | ||||||
Foreign currency gain (loss) | |||||||
Loss before Provision for Income Taxes | (7,527) | ||||||
Provision for Income Taxes | |||||||
Net Loss | (7,527) | ||||||
Net loss attributable to non-controlling interest | |||||||
Net Loss Attributable to Controlling Interest | [2] | (7,527) | |||||
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | 3,792 | ||||||
Total Comprehensive loss (income) | (3,735) | ||||||
Comprehensive loss attributable to non-controlling interest | |||||||
Comprehensive Loss Attributable to Controlling Interest | $ (3,735) | ||||||
Adjustments [Member] | QPAGOS Corporation - Parent Company [Member] | |||||||
Revenues | |||||||
Net Revenue | |||||||
Cost of Goods Sold | |||||||
Depreciation - kiosks | [2] | 35,496 | |||||
Cost of Goods Sold | 35,496 | ||||||
Gross (Loss) Profit | (35,496) | ||||||
General and administrative | [3] | 779,862 | |||||
Depreciation and amortization | [2] | (5,459) | |||||
Total Expense | 774,403 | ||||||
Loss from Operations | (809,899) | ||||||
Foreign currency gain (loss) | |||||||
Loss before Provision for Income Taxes | (809,899) | ||||||
Provision for Income Taxes | |||||||
Net Loss | (809,899) | ||||||
Net loss attributable to non-controlling interest | |||||||
Net Loss Attributable to Controlling Interest | (809,899) | ||||||
Other Comprehensive Income (Loss) | |||||||
Foreign currency translation adjustment | (13,436) | ||||||
Total Comprehensive loss (income) | (823,335) | ||||||
Comprehensive loss attributable to non-controlling interest | |||||||
Comprehensive Loss Attributable to Controlling Interest | $ (823,335) | ||||||
[1] | As Restated | ||||||
[2] | To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. | ||||||
[3] | To correct an error in the period in which the payment of equity based compensation to Officers of the Company and certain consultants was recorded. The Company initially charged the fair value equity compensation of the Company's common shares issued to Officers and consultants as a reduction in the accumulated deficit as of January 1, 2014. The common shares were issued pursuant to agreements executed in 2015. The correction reclassifies the equity based compensation expense to the year ended December 31, 2015. |
RESTATEMENT OF PREVIOUSLY ISS44
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | $ (555,938) | $ (2,668,938) | [1] | $ (4,731,049) | $ (3,309,673) | [1] | ||
Less: loss attributable to non-controlling interest | [1] | [1] | ||||||
Net loss | (555,938) | (2,668,938) | [1] | (4,731,049) | (3,309,673) | [1] | ||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 14,790 | 15,888 | [1] | 61,412 | 64,264 | [1] | ||
Amortization expense | 10,969 | 10,984 | [1] | 43,907 | 3,583 | [1] | ||
Equity based compensation charge | 108,000 | [1] | 144,000 | 288,000 | [1] | |||
Shares issued for services | 2,032,275 | [1] | 2,032,275 | 658,577 | [1] | |||
Non- cash investment in affiliates | (3,000) | [1] | (3,000) | [1] | ||||
Other foreign currency movements | (3,792) | [1] | 13,436 | |||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (95,769) | (155,999) | [1] | 162,132 | (226,161) | [1] | ||
Inventory | 52,463 | 115,308 | [1] | 45,742 | (21,581) | [1] | ||
Recoverable IVA taxes and credits | 787 | (109,700) | [1] | 64,117 | (246,697) | [1] | ||
Prepayments | [1] | (17,408) | ||||||
Other assets | 2,542 | (68) | [1] | 1,865 | (5,520) | [1] | ||
Accounts payable and accrued expenses | (122,073) | 38,711 | [1] | 282,115 | (64,129) | [1] | ||
IVA and other taxes payable | (18,972) | 3,303 | [1] | (25,936) | 183,689 | [1] | ||
Advances from customers | 18,438 | 3,873 | [1] | 130,147 | (1,106) | [1] | ||
Interest accruals | 27,216 | 2,992 | [1] | 53,498 | 3,320 | [1] | ||
CASH USED IN OPERATING ACTIVITIES | (270,901) | (627,571) | [1] | (1,929,453) | (2,675,448) | [1] | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (454) | [1] | (453) | (4,779) | [1] | |||
Intangible assets | (215,000) | [1] | ||||||
NET CASH USED IN INVESTING ACTIVITIES | (454) | [1] | (2,000) | (219,779) | [1] | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds on common stock issued | 375,000 | 2,990,000 | [1] | |||||
Proceeds from loans payable | 15,000 | [1] | 370,000 | 685,001 | [1] | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 473,000 | [1] | 822,000 | 3,286,301 | [1] | |||
Effect of exchange rate changes on cash and cash equivalents | (214,520) | 46,774 | [1] | 323,580 | 253,821 | [1] | ||
NET DECREASE (INCREASE) IN CASH | (12,421) | (581,251) | [1] | (785,873) | 658,331 | [1] | ||
CASH AT BEGINNING OF PERIOD | 46,286 | 832,159 | [1] | 832,159 | [1] | 173,828 | [1] | |
CASH AT END OF PERIOD | 33,865 | 250,908 | [1] | 46,286 | 832,159 | [1] | ||
CASH PAID FOR INTEREST AND TAXES: | ||||||||
Cash paid for income taxes | [1] | [1] | ||||||
Cash paid for interest | $ 822 | [1] | [1] | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
Conversion of debt to equity | 2,909,423 | [1] | ||||||
QPAGOS Corporation - Parent Company [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | (3,309,673) | |||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (3,309,673) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | 64,264 | |||||||
Amortization expense | 3,583 | |||||||
Equity based compensation charge | 288,000 | |||||||
Shares issued for services | 658,577 | |||||||
Other foreign currency movements | 13,436 | |||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (226,161) | |||||||
Inventory | (21,581) | |||||||
Recoverable IVA taxes and credits | (246,697) | |||||||
Prepayments | (2,014) | |||||||
Other assets | (5,520) | |||||||
Accounts payable and accrued expenses | (64,129) | |||||||
IVA and other taxes payable | 183,689 | |||||||
Advances from customers | (1,106) | |||||||
Interest accruals | 3,320 | |||||||
CASH USED IN OPERATING ACTIVITIES | (2,662,012) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (4,779) | |||||||
Intangible assets | (215,000) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (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 | 253,821 | |||||||
NET DECREASE (INCREASE) IN CASH | 658,331 | |||||||
CASH AT BEGINNING OF PERIOD | 832,159 | 832,159 | 173,828 | |||||
CASH AT END OF PERIOD | 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 | |||||||
As Previously Reported [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | [2] | (2,661,411) | ||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (2,661,411) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | [2] | 8,415 | ||||||
Amortization expense | [2] | 10,930 | ||||||
Equity based compensation charge | 108,000 | |||||||
Shares issued for services | 2,032,275 | |||||||
Non- cash investment in affiliates | (3,000) | |||||||
Other foreign currency movements | [2] | |||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (155,999) | |||||||
Inventory | 115,308 | |||||||
Recoverable IVA taxes and credits | (109,700) | |||||||
Prepayments | (17,408) | |||||||
Other assets | (68) | |||||||
Accounts payable and accrued expenses | 38,711 | |||||||
IVA and other taxes payable | 3,303 | |||||||
Advances from customers | 3,873 | |||||||
Interest accruals | 2,992 | |||||||
CASH USED IN OPERATING ACTIVITIES | (623,779) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (454) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (454) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from loans payable | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 42,982 | |||||||
NET DECREASE (INCREASE) IN CASH | (581,251) | |||||||
CASH AT BEGINNING OF PERIOD | 832,159 | 832,159 | ||||||
CASH AT END OF PERIOD | 250,908 | 832,159 | ||||||
As Previously Reported [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | (2,499,774) | |||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (2,499,774) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | [2] | 34,227 | ||||||
Amortization expense | 3,583 | |||||||
Equity based compensation charge | [3] | 166,715 | ||||||
Shares issued for services | ||||||||
Other foreign currency movements | ||||||||
Changes in Assets and Liabilities | ||||||||
Accounts receivable | (226,161) | |||||||
Inventory | (21,581) | |||||||
Recoverable IVA taxes and credits | (246,697) | |||||||
Prepayments | (2,014) | |||||||
Other assets | (5,520) | |||||||
Accounts payable and accrued expenses | (64,129) | |||||||
IVA and other taxes payable | 183,689 | |||||||
Advances from customers | (1,106) | |||||||
Interest accruals | 3,320 | |||||||
CASH USED IN OPERATING ACTIVITIES | (2,675,448) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Purchase of property and equipment | (4,779) | |||||||
Intangible assets | (215,000) | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (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 | 267,257 | |||||||
NET DECREASE (INCREASE) IN CASH | 658,331 | |||||||
CASH AT BEGINNING OF PERIOD | 832,159 | 832,159 | 173,828 | |||||
CASH AT END OF PERIOD | 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 | |||||||
Adjustments [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | [2] | (7,527) | ||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (7,527) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | [2] | 7,473 | ||||||
Amortization expense | [2] | 54 | ||||||
Other foreign currency movements | [2] | (3,792) | ||||||
Changes in Assets and Liabilities | ||||||||
CASH USED IN OPERATING ACTIVITIES | (3,792) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
NET CASH USED IN INVESTING ACTIVITIES | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Proceeds from loans payable | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
Effect of exchange rate changes on cash and cash equivalents | 3,792 | |||||||
NET DECREASE (INCREASE) IN CASH | ||||||||
CASH AT END OF PERIOD | ||||||||
Adjustments [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss attributable to the company | (809,899) | |||||||
Less: loss attributable to non-controlling interest | ||||||||
Net loss | (809,899) | |||||||
Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation expense | [2] | 30,037 | ||||||
Equity based compensation charge | [3] | 121,285 | ||||||
Shares issued for services | [3] | 658,577 | ||||||
Other foreign currency movements | [2] | 13,436 | ||||||
Changes in Assets and Liabilities | ||||||||
CASH USED IN OPERATING ACTIVITIES | 13,436 | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
NET CASH USED IN INVESTING ACTIVITIES | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
Effect of exchange rate changes on cash and cash equivalents | (13,436) | |||||||
CASH AT BEGINNING OF PERIOD | ||||||||
CASH AT END OF PERIOD | ||||||||
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 | ||||||||
[1] | As Restated | |||||||
[2] | To correct an error in classifying kiosks acquired in 2015 as inventory and available for sale, to property and equipment, along with the recording of related accumulated depreciation and depreciation expense. | |||||||
[3] | To correct an error in the period in which the payment of equity based compensation to Officers of the Company and certain consultants was recorded. The Company initially charged the fair value equity compensation of the Company's common shares issued to Officers and consultants as a reduction in the accumulated deficit as of January 1, 2014. The common shares were issued pursuant to agreements executed in 2015. The correction reclassifies the equity based compensation expense to the year ended December 31, 2015. |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated deficit | $ (9,313,135) | $ (8,757,197) | $ (6,700,258) | [1] | $ (4,026,148) | [1] |
[1] | As Restated |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - $ / shares | Aug. 27, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Number of common stock issued | 5,000,000 | 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) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Number of capital stock converted into common stock | 2 | 2 | |||
Date of acqusition agreement | May 12, 2016 | ||||
Warrant [Member] | |||||
Number of common stock exercisable | 6,219,200 | 6,219,200 | 6,219,200 | ||
Reverse Merger [Member] | |||||
Number of common stock issued | 4,619,314 | ||||
Reverse Merger [Member] | Redpag Electronicos, S.A. P.I. de C.V [Member] | |||||
Number of common stock issued | 4,619,314 | ||||
Reverse Merger [Member] | Series A Shares [Member] | Redpag Electronicos, S.A. P.I. de C.V [Member] | |||||
Number of shares acquired | 1,500 | ||||
Reverse Merger [Member] | Series B Shares [Member] | Redpag Electronicos, S.A. P.I. de C.V [Member] | |||||
Number of shares acquired | 2,238,245 | ||||
QPAGOS Corporation - Parent Company [Member] | Warrant [Member] | |||||
Number of common stock exercisable | 6,219,200 | ||||
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 | ||||
Qpagos Corporation [Member] | |||||
Number of common stock held | 49,929,000 | 49,929,000 | |||
Common stock, par value (in dollars per share) | $ 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 ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2015 | |
Inventory, net | $ 297,810 | $ 350,273 | $ 271,895 | $ 388,821 | [1] | |
QPAGOS Corporation - Parent Company [Member] | ||||||
Inventory, net | 388,821 | |||||
Kiosks and Accessories [Member] | ||||||
Inventory, net | $ 297,810 | $ 350,273 | ||||
Kiosks and Accessories [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Inventory, net | $ 388,821 | |||||
[1] | As Restated |
PLANT AND EQUIPMENT (Details)
PLANT AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | [1] | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 356,108 | $ 357,009 | ||||
Less: accumulated depreciation and amortization | (154,351) | (125,681) | ||||
Property and equipment, net | 201,757 | 231,328 | $ 284,958 | $ 300,388 | [1] | |
QPAGOS Corporation - Parent Company [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 382,987 | |||||
Less: accumulated depreciation and amortization | (82,599) | |||||
Property and equipment, net | 300,388 | |||||
Kiosks and Accessories [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 259,792 | 269,810 | ||||
Kiosks and Accessories [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 279,746 | |||||
Computer Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 76,852 | 69,577 | ||||
Computer Equipment [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 82,284 | |||||
Office Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 10,416 | 9,430 | ||||
Office Equipment [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | 11,217 | |||||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 9,048 | $ 8,192 | ||||
Leasehold Improvements [Member] | QPAGOS Corporation - Parent Company [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total cost | $ 9,740 | |||||
[1] | As Restated |
PLANT AND EQUIPMENT (Details Na
PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation and amortization expense | $ 15,009 | $ 16,122 | $ 62,319 | |
QPAGOS Corporation - Parent Company [Member] | ||||
Depreciation and amortization expense | $ 64,264 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||||
Total cost | $ 215,000 | $ 215,000 | $ 215,000 | |
Less: accumulated amortization | (57,333) | (46,583) | (3,583) | |
Intangibles, net | 157,667 | 168,417 | 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 Localization Agreement [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total cost | $ 215,000 | 215,000 | ||
Software License [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total cost | $ 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 | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)Number | Dec. 31, 2015USD ($) | Nov. 01, 2015USD ($) | |
Amortization expense | $ 10,750 | $ 10,750 | $ 43,000 | ||||
Payments to intangible assets | $ 215,000 | [1] | |||||
Qpagos Corporation [Member] | |||||||
Amortization expense | $ 3,583 | ||||||
Software Localization Agreement [Member] | |||||||
Amortized period of intangible assets | 5 years | ||||||
Amortization expense | $ 215,000 | ||||||
Software License [Member] | Software License Arrangement [Member] | |||||||
Amortized period of intangible assets | 5 years | ||||||
Payment to the mexican market | $ 20,000 | ||||||
Number of software programe | Number | 3 | ||||||
Payments to intangible assets | $ 1,000 | ||||||
Frequency of intagible assets | Annual | ||||||
Frequency payment of intagible assets | $ 100 | ||||||
Agreement cost | $ 215,000 | ||||||
Software License [Member] | Software License Arrangement [Member] | Qpagos Corporation [Member] | |||||||
License renewable term (in years) | 10 years | ||||||
[1] | As Restated |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 21, 2015 |
Total notes payable | $ 562,750 | $ 526,750 | $ 103,320 | |
YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | ||||
Total notes payable | 163,312 | 151,353 | 103,320 | |
YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable | $ 100,000 | |||
Strategic IR, Inc [Member] | 10% Notes Payable Due On January 1, 2017 To May 30, 2017 [Member] | ||||
Total notes payable | 165,253 | 146,575 | ||
Strategic IR, Inc [Member] | Strategic IR, Inc [Member] / 10% Notes Payable Due On January 1, 2017 To March 19, 2017 [Member] | ||||
Total notes payable | ||||
Gibbs International Holdings [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | ||||
Total notes payable | 52,493 | 50,986 | ||
Gibbs International Holdings [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable | ||||
Cobbolo Limited [Member] | 10% Notes Payable Due On May 30, 2017 [Member] | ||||
Total notes payable | 103,932 | 101,466 | ||
Cobbolo Limited [Member] | 10% Notes Payable Due On February 17, 2007 To March 25, 2017 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable | ||||
Joseph W and Patricia G Abrams [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | ||||
Total notes payable | 25,486 | 25,534 | ||
Joseph W and Patricia G Abrams [Member] | 10% Notes Payable Due On February 13, 2017 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable | ||||
Delinvest Commercial LTD [Member] | 15% Notes Payable Due On June 29, 2017 [Member] | ||||
Total notes payable | $ 52,274 | 50,836 | ||
Delinvest Commercial LTD [Member] | 10% Notes Payable Due On March 1, 2017 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable | ||||
Gaston Pereira ("CEO") [Member] | 6% Notes Payable Due On March 15, 2017 [Member] | ||||
Total notes payable | ||||
Gaston Pereira ("CEO") [Member] | 6% Notes Payable Due On March 15, 2017 [Member] | Qpagos Corporation [Member] | ||||
Total notes payable |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative 1) - USD ($) | Sep. 15, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 01, 2017 | Feb. 19, 2017 | Feb. 13, 2017 | Dec. 27, 2016 | Dec. 12, 2016 | Nov. 25, 2016 | Oct. 31, 2016 | Oct. 20, 2016 | Oct. 14, 2016 | Sep. 29, 2016 | Mar. 06, 2016 | Dec. 31, 2015 | Sep. 21, 2015 |
Face amount | $ 535,000 | ||||||||||||||||
Notes payable | 562,750 | $ 526,750 | $ 103,320 | ||||||||||||||
Interest expense debt | 21,822 | $ 2,992 | |||||||||||||||
Accrued interest | 6,283 | ||||||||||||||||
YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | |||||||||||||||||
Notes payable | 163,312 | 151,353 | 103,320 | ||||||||||||||
Strategic IR, Inc [Member] | |||||||||||||||||
Accrued interest | 5,253 | 1,575 | |||||||||||||||
Strategic IR, Inc [Member] | 10% Unsecured Promissory Notes Due On January 1, 2017 and April 26, 2017 [Member] | |||||||||||||||||
Face amount | $ 145,000 | ||||||||||||||||
Strategic IR, Inc [Member] | 10% Notes Payable Due On January 1, 2017 To May 30, 2017 [Member] | |||||||||||||||||
Face amount | $ 50,000 | $ 110,000 | |||||||||||||||
Notes payable | 165,253 | 146,575 | |||||||||||||||
Gibbs International Holdings [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | |||||||||||||||||
Face amount | $ 50,000 | ||||||||||||||||
Gibbs International Holdings [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | |||||||||||||||||
Face amount | $ 50,000 | ||||||||||||||||
Notes payable | 52,493 | 50,986 | |||||||||||||||
Accrued interest | 2,493 | 986 | |||||||||||||||
Cobbolo Limited [Member] | 10% Notes Payable Due On May 30, 2017 [Member] | |||||||||||||||||
Face amount | $ 100,000 | ||||||||||||||||
Notes payable | 103,932 | 101,466 | |||||||||||||||
Accrued interest | 3,932 | 1,466 | |||||||||||||||
Joseph W and Patricia G Abrams [Member] | 10% Notes Payable Due On February 13, 2017 [Member] | |||||||||||||||||
Face amount | $ 25,000 | ||||||||||||||||
Joseph W and Patricia G Abrams [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | |||||||||||||||||
Face amount | $ 25,000 | ||||||||||||||||
Notes payable | 25,486 | 25,534 | |||||||||||||||
Accrued interest | 486 | 534 | |||||||||||||||
Delinvest Commercial LTD [Member] | 10% Notes Payable Due On March 1, 2017 [Member] | |||||||||||||||||
Face amount | $ 50,000 | ||||||||||||||||
Delinvest Commercial LTD [Member] | 15% Notes Payable Due On June 29, 2017 [Member] | |||||||||||||||||
Face amount | $ 50,000 | ||||||||||||||||
Notes payable | 52,274 | 50,836 | |||||||||||||||
Accrued interest | 2,274 | 836 | |||||||||||||||
Gaston Pereira ("CEO") [Member] | 10% Revolving Line of Credit Agreement [Member] | Revolving Line of Credit Note [Member] | |||||||||||||||||
Face amount | $ 100,000 | ||||||||||||||||
Notes payable | $ 0 | ||||||||||||||||
Notes payable term | 6 months | ||||||||||||||||
Qpagos Corporation [Member] | YP Holdings LLC [Member] | 12% Notes Payable Due On December 31, 2015 [Member] | |||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||
Default interest rate (per day) | 0.10% | ||||||||||||||||
Default amount | 9,000 | 36,000 | |||||||||||||||
Accrued interest | $ 63,312 | $ 51,353 | |||||||||||||||
Qpagos Corporation [Member] | Gibbs International Holdings [Member] | 15% Notes Payable Due On June 13, 2017 [Member] | |||||||||||||||||
Notes payable | |||||||||||||||||
Qpagos Corporation [Member] | Joseph W and Patricia G Abrams [Member] | 10% Notes Payable Due On February 13, 2017 [Member] | |||||||||||||||||
Notes payable | |||||||||||||||||
Qpagos Corporation [Member] | Delinvest Commercial LTD [Member] | 10% Notes Payable Due On March 1, 2017 [Member] | |||||||||||||||||
Notes payable |
CONVERTIBLE NOTE PAYABLE (Detai
CONVERTIBLE NOTE PAYABLE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Feb. 06, 2017 | Dec. 31, 2015 | |
Principal | $ 535,000 | |||
Accrued Interest | 6,283 | |||
Debt Discount | (420,326) | $ (75,888) | $ 0 | |
Convertible notes payable | 120,957 | |||
8% Convertible Notes Payable Due November 6, 2017 [Member] | ||||
Principal | $ 200,000 | |||
Power Up Lending Group Ltd. [Member] | 8% Convertible Promissory Note Due September 30, 2017 [Member] | ||||
Principal | 77,000 | 77,000 | ||
Accrued Interest | 1,586 | 68 | ||
Debt Discount | $ (50,870) | $ (75,888) | ||
Interest Rate | 8.00% | 8.00% | ||
Maturity | Sep. 30, 2017 | Sep. 30, 2017 | ||
Convertible notes payable | $ 27,716 | $ 1,180 | ||
Power Up Lending Group Ltd. [Member] | 8% Convertible Notes Payable Due November 30, 2017 [Member] | ||||
Principal | 53,000 | |||
Accrued Interest | 441 | |||
Debt Discount | $ (45,858) | |||
Interest Rate | 8.00% | |||
Maturity | Nov. 30, 2017 | |||
Convertible notes payable | $ 7,583 | |||
LABRYS FUND, LP Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | ||||
Principal | 105,000 | |||
Accrued Interest | 1,450 | |||
Debt Discount | $ (68,453) | |||
Interest Rate | 8.00% | |||
Maturity | Jul. 27, 2017 | |||
Convertible notes payable | $ 37,997 | |||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due November 6, 2017 [Member] | ||||
Principal | 200,000 | |||
Accrued Interest | 2,323 | |||
Debt Discount | $ (161,172) | |||
Interest Rate | 8.00% | |||
Maturity | Nov. 6, 2017 | |||
Convertible notes payable | $ 41,151 | |||
Vista Capital Investments, LLC [Member] | 8% Convertible Notes Payable Due March 9, 2018 [Member] | ||||
Principal | 100,000 | |||
Accrued Interest | 483 | |||
Debt Discount | $ (93,973) | |||
Interest Rate | 8.00% | |||
Maturity | Mar. 9, 2018 | |||
Convertible notes payable | $ 6,510 |
CONVERTIBLE NOTE PAYABLE (Det55
CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($) | Mar. 09, 2017 | Feb. 21, 2017 | Feb. 06, 2017 | Jan. 27, 2017 | Dec. 28, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term Debt [Line Items] | |||||||||
Interest expense debt | $ 21,822 | $ 2,992 | |||||||
Face amount | 535,000 | ||||||||
Unamortized discount | $ 420,326 | $ 75,888 | $ 0 | ||||||
Number of shares issued | 5,000,000 | 5,000,000 | |||||||
8% Convertible Notes Payable Due November 6, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 200,000 | ||||||||
Convertible Debt [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest expense debt | $ 6,216 | $ 0 | |||||||
Power Up Lending Group Ltd. [Member] | 8% Convertible Promissory Note Due September 30, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | 77,000 | $ 77,000 | |||||||
Unamortized discount | 50,870 | 75,888 | |||||||
Power Up Lending Group Ltd. [Member] | 8% Convertible Notes Payable Due November 30, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | 53,000 | ||||||||
Unamortized discount | 45,858 | ||||||||
Power Up Lending Group Ltd. [Member] | Securities Purchase Agreement [Member] | 8% Convertible Promissory Note Due September 30, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 77,000 | ||||||||
Description of payment | Right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. | ||||||||
Description of conversion terms | Convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 58% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | ||||||||
Convertible debt | 27,716 | 1,180 | |||||||
Unamortized discount | 50,870 | $ 75,888 | |||||||
Power Up Lending Group Ltd. [Member] | Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due November 30, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 53,000 | ||||||||
Description of payment | Right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. | ||||||||
Description of conversion terms | Convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | ||||||||
Convertible debt | 7,583 | ||||||||
Unamortized discount | 45,858 | ||||||||
Vista Capital Investments, LLC [Member] | 8% Convertible Notes Payable Due March 9, 2018 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | 100,000 | ||||||||
Unamortized discount | 93,973 | ||||||||
Vista Capital Investments, LLC [Member] | Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due March 9, 2018 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 100,000 | ||||||||
Description of payment | Right to prepay the Note, provided it makes a payment to the Purchaser as set forth in the Note within 180 days of its Issue Date. | ||||||||
Description of conversion terms | The Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 150 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the last two lowest trading bid prices during the fifteen trading days prior to conversion. | ||||||||
Convertible debt | 6,510 | ||||||||
Unamortized discount | 93,973 | ||||||||
LABRYS FUND, LP Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | 105,000 | ||||||||
Unamortized discount | 68,453 | ||||||||
LABRYS FUND, LP Member] | Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 105,000 | ||||||||
Description of payment | Right to prepay the Note within 180 days of its Issue Date. | ||||||||
Description of conversion terms | The Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | ||||||||
Convertible debt | 37,997 | ||||||||
Unamortized discount | 68,453 | ||||||||
Number of shares issued | 150,000 | ||||||||
Commitment fee | $ 66,000 | ||||||||
JSJ Investments Inc. [Member] | 8% Convertible Notes Payable Due November 6, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | 200,000 | ||||||||
Unamortized discount | 161,172 | ||||||||
JSJ Investments Inc. [Member] | Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due November 6, 2017 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Face amount | $ 200,000 | ||||||||
Description of payment | Right to prepay the Note within 180 days of its Issue Date. | ||||||||
Description of conversion terms | The Note is convertible at any time and from time to time at the election of the Note holder during the period beginning on the date that is 180 days following the Issue Date into shares of the Company’s common stock, at a conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | ||||||||
Convertible debt | 41,151 | ||||||||
Unamortized discount | $ 161,172 |
DERIVATIVE LIABILITY (Details)
DERIVATIVE LIABILITY (Details) - 8% Convertible Promissory Note Due September 30, 2017 [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Risk free interest rate | 0.85% | |
Expected life of derivative liability | 9 months | |
Expected volatility of underlying stock | 133.00% | |
Expected dividend rate | 0.00% | 0.00% |
Minimum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price | $ 0.11 | $ 0.22 |
Risk free interest rate | 0.63% | |
Expected life of derivative liability | 4 months | |
Expected volatility of underlying stock | 132.56% | |
Maximum [Member] | ||
Short-term Debt [Line Items] | ||
Conversion price | $ 0.22 | $ 0.23 |
Risk free interest rate | 1.04% | |
Expected life of derivative liability | 11 months | |
Expected volatility of underlying stock | 138.19% |
DERIVATIVE LIABILITY (Details 1
DERIVATIVE LIABILITY (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Opening balance | $ 113,074 | |||
Derivative financial liability arising from convertible note | 458,000 | 77,000 | ||
Fair value adjustment to derivative liability | 247,770 | $ 0 | 36,074 | |
Closing balance | $ 818,844 | $ 113,074 | ||
Qpagos Corporation [Member] | ||||
Derivative financial liability arising from convertible note | ||||
Fair value adjustment to derivative liability |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative financial liability arising from convertible note | $ 458,000 | $ 77,000 | |
Change in fair value of derivative liability | $ 247,770 | $ 0 | $ 36,074 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number Granted | shares | 4,320,000 |
Weighted Average Granted Fair Value Per Share | $ / shares | $ 0.10 |
Number Vested | shares | 4,320,000 |
Weighted Average Vested Fair Value Per Share | $ / shares | $ 0.10 |
Exercise Price Dollar 0.10 [Member] | |
Number Granted | shares | 2,880,000 |
Weighted Average Granted Fair Value Per Share | $ / shares | $ 0.10 |
Number Vested | shares | 2,880,000 |
Weighted Average Vested Fair Value Per Share | $ / shares | $ 0.10 |
Exercise Price Dollar 0.10 [Member] | |
Number Granted | shares | 1,440,000 |
Weighted Average Granted Fair Value Per Share | $ / shares | $ 0.10 |
Number Vested | shares | 1,440,000 |
Weighted Average Vested Fair Value Per Share | $ / shares | $ 0.10 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016$ / 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, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding at beginning | 6,219,200 | |
Granted | ||
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | 6,219,200 | 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 | $ 0.625 | |
Granted | ||
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | 0.625 | $ 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 | 0.625 | |
Granted | ||
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | $ 0.625 | $ 0.625 |
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 | 6,219,200 | |
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 | $ 0.625 | |
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 | $ 0.625 | |
Granted | 0.625 | |
Forfeited/Cancelled | ||
Exercised | ||
Outstanding at ending | $ 0.625 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
QPAGOS Corporation - Parent Company [Member] | ||
Number Outstanding | 6,219,200 | |
Number Exercisable | 6,219,200 | |
Exercise Price Dollar 0.625 [Member] | ||
Number Outstanding | 6,219,200 | |
Weighted Average Remaining Contractual life in years | 3 years 6 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 | 3 years 6 months 4 days | |
Exercise Price Dollar 0.625 [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Number Outstanding | 6,219,200 | |
Weighted Average Remaining Contractual life in years | 3 years 9 months | |
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 | 3 years 9 months |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | Feb. 16, 2016 | Aug. 27, 2015 | May 18, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Oct. 17, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Common stock, authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, issued | 55,454,000 | 44,784,000 | 55,454,000 | 44,784,000 | ||||||||
Common stock, outstanding | 55,454,000 | 44,784,000 | 55,454,000 | 44,784,000 | ||||||||
Number of common stock issued | 5,000,000 | 5,000,000 | ||||||||||
Value of common stock issued | $ 375,000 | |||||||||||
Total consideration | $ 2,032,275 | $ 491,862 | ||||||||||
Preferred stock, authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, issued | ||||||||||||
Preferred stock, outstanding | ||||||||||||
Number of common stock returned | 4,975,000 | 4,975,000 | ||||||||||
Number of common stock held | 25,000 | 25,000 | ||||||||||
Share based expenses | $ 108,000 | [1] | $ 144,000 | $ 288,000 | [1] | |||||||
Date of acquisition agreement | May 12, 2016 | |||||||||||
Proceeds on common stock issued, net of expenses | $ 375,000 | 2,990,000 | [1] | |||||||||
Share issue expenses | 388,700 | |||||||||||
Notes payable | 562,750 | $ 103,320 | $ 526,750 | 103,320 | ||||||||
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 | |||||||||||
Number of common stock held | 25,000 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Share based expenses | $ 0 | $ 108,000 | $ 144,000 | 288,000 | ||||||||
Gibbs Investment Holdings, Gibbs International, Eurosa, Inc. and Robert Skaff [Member] | Consulting Agreements [Member] | ||||||||||||
Number of share converted | 5,145,000 | |||||||||||
Amount of shares converted | $ 2,032,275 | |||||||||||
QPAGOS Corporation - Parent Company [Member] | ||||||||||||
Share based expenses | 288,000 | |||||||||||
Proceeds on common stock issued, net of expenses | 2,990,000 | |||||||||||
QPAGOS Corporation - Parent Company [Member] | Convertible Notes Payable [Member] | ||||||||||||
Notes payable | $ 2,324,422 | |||||||||||
QPAGOS Corporation - Parent Company [Member] | Subscription Agreement [Member] | ||||||||||||
Number of common stock issued | 500,000 | |||||||||||
Value of common stock issued | $ 375,000 | |||||||||||
QPAGOS Corporation - Parent Company [Member] | Restricted Stock [Member] | ||||||||||||
Share based expenses | $ 0 | $ 0 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Consultants and Advisors [Member] | ||||||||||||
Number of share issued for services | 9,238,628 | 4,918,628 | ||||||||||
Number of shares pre merger | 4,619,314 | 2,459,314 | ||||||||||
Total consideration | $ 491,862 | |||||||||||
Common shares per unit (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||||
Common shares pre merger (in dollars per share) | 0.20 | $ 0.20 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Consultants and Advisors [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 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Consultants and Advisors [Member] | Restricted Stock [Member] | ||||||||||||
Number of share issued for services | 4,320,000 | |||||||||||
Number of shares pre merger | 2,160,000 | |||||||||||
Total consideration | $ 432,000 | |||||||||||
Common shares per unit (in dollars per share) | 0.10 | $ 0.10 | ||||||||||
Common shares pre merger (in dollars per share) | $ 0.20 | $ 0.20 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Placement Agent [Member] | Private Placement Agreement [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. | |||||||||||
QPAGOS Corporation - Parent Company [Member] | Placement Agent [Member] | Warrant [Member] | Private Placement Agreement And Individual Securities Purchase Agreements [Member] | ||||||||||||
Number of pre-merger common units acquired | 1,435,200 | 1,435,200 | ||||||||||
Number of pre-merger common units | 717,600 | 717,600 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Placement Agent [Member] | Warrant [Member] | Private Placement Agreement [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. | |||||||||||
Fair value of warrants | $ 0.464 | $ 0.464 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Debt Holder [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 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Gibbs Investment Holdings, Gibbs International, Eurosa, Inc. and Robert Skaff [Member] | Consulting Agreements [Member] | ||||||||||||
Number of share issued for services | 2,572,500 | |||||||||||
QPAGOS Corporation - Parent Company [Member] | Mr. Gaston Pereira [Member] | Restricted Stock [Member] | Employment Agreement [Member] | ||||||||||||
Number of common stock issued | 2,880,000 | |||||||||||
Value of common stock issued | $ 288,000 | |||||||||||
Number of shares pre merger | 1,440,000 | |||||||||||
Description of vesting | These shares are restricted and were fully vested April 30, 2016 | |||||||||||
Common shares per unit acquired (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||||
QPAGOS Corporation - Parent Company [Member] | Chief Operating Officer [Member] | Restricted Stock [Member] | Employment Agreement [Member] | ||||||||||||
Number of common stock issued | 1,440,000 | |||||||||||
Value of common stock issued | $ 144,000 | |||||||||||
Number of shares pre merger | 720,000 | |||||||||||
Description of vesting | These shares are restricted and were fully vested April 30, 2016 | |||||||||||
Common shares per unit acquired (in dollars per share) | $ 0.10 | $ 0.10 | ||||||||||
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 outstanding shares | 91.00% | 91.00% | ||||||||||
Date of acquisition agreement | May 12, 2016 | May 12, 2016 | ||||||||||
Qpagos Corporation [Member] | Investor [Member] | Private Placement Agreement And Individual Securities Purchase Agreements [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. | |||||||||||
Proceeds on common stock issued, net of expenses | $ 2,601,300 | |||||||||||
Share issue expenses | $ 388,700 | |||||||||||
[1] | As Restated |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Revenues | ||||||
Sales of services | $ 801,692 | $ 497,985 | [1] | $ 2,610,820 | ||
Payment processing fees | 10,060 | 977 | 34,916 | |||
Kiosk sales | 113,921 | 130,972 | [1] | 44,606 | ||
Other | 1,637 | [1] | 1,554 | |||
Revenue | $ 927,310 | $ 629,934 | [1] | $ 2,691,896 | $ 1,127,944 | [1] |
QPAGOS Corporation - Parent Company [Member] | ||||||
Revenues | ||||||
Sales of services | 739,894 | |||||
Payment processing fees | 66,674 | |||||
Kiosk sales | 321,239 | |||||
Other | 137 | |||||
Revenue | $ 1,127,944 | |||||
[1] | As Restated |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
QPAGOS Corporation - Parent Company [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Federal Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Federal Tax Authority [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
State Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
State Tax Authority [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes | ||
Foreign Tax Authority [Member] | QPAGOS Corporation - Parent Company [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Current, provision for income taxes | ||
Deferred, provision for income taxes |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Tax expense at the federal statutory rate | $ (1,656,874) | |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | 65,642 | |
Permanent timing differences | 72,738 | |
Deferred income tax asset valuation allowance | 1,518,492 | |
Deferred tax assets, net | ||
QPAGOS Corporation - Parent Company [Member] | ||
Tax expense at the federal statutory rate | $ (1,079,097) | |
State tax expense, net of federal tax effect | ||
Effect of foreign operations | 87,799 | |
Permanent timing differences | 62,082 | |
Deferred income tax asset valuation allowance | 929,215 | |
Deferred tax assets, net |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Depreciation and amortization | $ (74,655) | |
Other | 88,936 | |
Net operating losses | 1,504,212 | |
Valuation allowance | (1,518,492) | |
Net deferred income tax assets | ||
QPAGOS Corporation - Parent Company [Member] | ||
Depreciation and amortization | $ (67,777) | |
Other | (25,916) | |
Net operating losses | 1,022,907 | |
Valuation allowance | (929,215) | |
Net deferred income tax assets |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 1,518,492 | |
Net changes deferred income tax assets valuation allowance | $ 589,277 | |
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. | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 7,356,183 | |
Foreign Tax Authority [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration year | 2,023 | |
Foreign Tax Authority [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration year | 2,026 | |
Federal Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carry-forwards | $ 4,589,894 | |
Federal Tax Authority [Member] | Minimum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration year | 2,043 | |
Federal Tax Authority [Member] | Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration year | 2,046 | |
QPAGOS Corporation - Parent Company [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 929,215 | |
Net changes deferred income tax assets valuation allowance | $ 512,130 |
EQUITY BASED COMPENSATION (Deta
EQUITY BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock based compensation | $ 144,000 | |||
Stock issued for services rendered | $ 2,032,275 | 2,032,275 | ||
Equity based compensation | $ 2,032,275 | $ 2,176,275 | ||
QPAGOS Corporation - Parent Company [Member] | ||||
Stock based compensation | $ 288,000 | |||
Stock issued for services rendered | 658,577 | |||
Equity based compensation | $ 946,577 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 | 7,379,200 | 6,219,200 | |
QPAGOS Corporation - Parent Company [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 10,539,200 | |||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
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 [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4,320,000 | |||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 | 6,219,200 | 6,219,200 | |
Warrant [Member] | QPAGOS Corporation - Parent Company [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 6,219,200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - MEXICO [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Leased term | 3 years | 3 years |
Monthly rental payment | $ 2,846 | $ 2,846 |
Leases rent | $ 1,680 | $ 1,680 |
Maturity of lease agreement | Dec. 16, 2019 | Dec. 16, 2019 |
QPAGOS Corporation - Parent Company [Member] | ||
Monthly rental payment | $ 1,081 | $ 1,081 |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Details Narrative 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
2,017 | $ 25,614 | $ 34,152 |
2,018 | 34,152 | 34,152 |
2,019 | $ 34,152 | $ 34,152 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | May 31, 2017USD ($) | May 22, 2017USD ($) | Apr. 25, 2017USD ($) | Apr. 06, 2017USD ($)$ / shares | Mar. 09, 2017USD ($)$ / shares | Feb. 21, 2017USD ($)$ / shares | Feb. 06, 2017USD ($)$ / shares | Jan. 27, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Mar. 06, 2017USD ($) | Dec. 31, 2015$ / shares |
Aggregate principal | $ 535,000 | |||||||||||
Number of shares issued | shares | 5,000,000 | 5,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of common stock returned | shares | 4,975,000 | 4,975,000 | ||||||||||
15% Three Promissory Notes [Member] | ||||||||||||
Aggregate principal | $ 125,000 | |||||||||||
8% Convertible Notes Payable Due November 6, 2017 [Member] | ||||||||||||
Aggregate principal | $ 200,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Description of interest rate term | Conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | |||||||||||
8% Convertible Notes Payable Due March 8, 2018 [Member] | ||||||||||||
Aggregate principal | $ 100,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Description of interest rate term | Conversion price equal to a 40% discount to the average of the two (2) lowest trading bid prices during the previous fifteen (15) trading days to the date of conversion. | |||||||||||
8% Convertible Notes Payable Due January 6, 2018 [Member] | Subsequent Event [Member] | ||||||||||||
Aggregate principal | $ 100,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Description of interest rate term | Conversion price equal to a 40% discount to the average of the two (2) lowest trading bid prices during the previous fifteen (15) trading days to the date of conversion. | |||||||||||
8% Convertible Notes Payable Due July 27, 2017 [Member] | LABRYS FUND, LP Member] | ||||||||||||
Aggregate principal | $ 105,000 | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | ||||||||||||
Aggregate principal | $ 105,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Description of interest rate term | Conversion price equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | LABRYS FUND, LP Member] | ||||||||||||
Number of common stock returned | shares | 150,000 | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due November 21, 2017 [Member] | ||||||||||||
Aggregate principal | $ 53,000 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Description of interest rate term | Equal to 60% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days prior to conversion. | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due February 10, 2018 [Member] | Subsequent Event [Member] | Investor [Member] | ||||||||||||
Aggregate principal | $ 33,000 | |||||||||||
Description of interest rate term | Conversion price equal to 40% discount to market price. | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | Subsequent Event [Member] | Investor [Member] | ||||||||||||
Aggregate principal | $ 75,000 | |||||||||||
Description of interest rate term | Conversion price equal to 38% discount to market price at the lowest closing bid price during the ten trading days prior to conversion, including the date of conversion. | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due July 27, 2017 [Member] | LABRYS FUND, LP Member] | ||||||||||||
Aggregate principal | $ 105,000 | |||||||||||
Number of shares issued | shares | 150,000 | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due May 26, 2018 [Member] | Subsequent Event [Member] | YP Holdings LLC [Member] | ||||||||||||
Aggregate principal | $ 143,759 | |||||||||||
Description of interest rate term | Conversion price equal to 30% discount to market price at the average lowest three closing bid prices during the ten trading days prior to conversion. | |||||||||||
Outstanding interest and penalty interest | $ 143,759 | |||||||||||
Securities Purchase Agreement [Member] | 8% Convertible Notes Payable Due May 26, 2018 [Member] | Power Up Lending Group Ltd. [Member] | Subsequent Event [Member] | ||||||||||||
Conversion ratio | 0.40 |