QPAGOS (OTCMKTS:QPAG) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On January 27, 2017, QPAGOS, a Nevada corporation (the Company),
entered into a Securities Purchase Agreement (the Securities
Purchase Agreement) with LABRYS FUND, LP (the Purchaser), to
which the Company issued to the Purchaser a Convertible
Promissory Note (the Note) in the aggregate principal amount of
$105,000. The Note has a maturity date of July 27, 2017 and the
Company has agreed to pay interest on the unpaid principal
balance of the Note at the rate of eight percent (8%) per annum
from the date on which the Note is issued (the Issue Date) until
the same becomes due and payable, whether at maturity or upon
acceleration or by prepayment or otherwise. 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 transactions described above closed on January 27,
2017. In connection with the issuance of the Note, the Company
issued to the Purchaser, as a commitment fee, 150,000 shares of
its common stock (the Returnable Shares), as further provided in
the Note. The Returnable Shares shall be returned to the Companys
treasury if no Event of Defaults (as define din 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 (if any) 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 Companys common
stock, par value $0.0001 per share (the Common Stock) at a
conversion price set forth in the Note, subject to adjustment as
set forth in the Note. In addition, upon the occurrence and
during the continuation of an Event of Default (as defined in the
Note), the Note will become immediately due and payable and the
Company has agreed to pay to the Purchaser, in full satisfaction
of its obligations thereunder, additional amounts as set forth in
the Note.

The Note contains certain covenants, such as restrictions on: (i)
distributions on capital stock, (ii) stock repurchases, and (iii)
sales and the transfer of assets. The Note also contains certain
anti-dilution provisions that apply in connection with any stock
split, stock dividend, stock combination, recapitalization or
similar transactions. In addition, subject to limited exceptions,
the Purchaser will not have the right to convert any portion of
the Note if the Purchaser, together with its affiliates, would
beneficially own in excess of 4.99% of the number of shares of
the Companys Common Stock outstanding immediately after giving
effect to its conversion.

The foregoing description of the terms of the Note and the
Securities Purchase Agreement do not purport to be complete and
are qualified in their entirety by reference to the provisions of
such agreements, the forms of which are filed as Exhibits 4.1 and
10.1, respectively, to this Current Report on Form 8-K.

The information required by this Item2.03 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 2.03.

The information required by this Item3.02 is set forth under
Item1.01 above and is hereby incorporated by reference in
response to this Item 3.02. The Note, the shares of Common Stock
issuable upon conversion of the Note and the Returnable Shares
were issued without registration under the Securities Act of
1933, as amended (the Securities Act), based on the exemption
from registration afforded by Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder.

The following exhibits are filed with this Current Report on Form
8-K:

About QPAGOS (OTCMKTS:QPAG)

QPAGOS, formerly Asiya Pearls, Inc. is a provider of physical and virtual payment services in the Mexican Market. The Company provides an integrated network of kiosks, terminals and payment channels that enable consumers to deposit cash, convert it into a digital form and remit the funds to any merchant in its network. The Company’s subsidiary is Qpagos Corporation. Its RG Payment Switch is designed to transfer payments to providers of services. Its RG Kiosk is a platform designed for the collection of payments through self-service kiosks. The Company’s Payment Gateway connects service providers and their clients through Qpagos Corporation’s technology and processing system. Its RG Processing is a platform designed for processing payments collected through various devices and interfaces, such as self-service kiosks, windows (WIN) terminals, Java terminals and extensible markup language (XML) terminals.

QPAGOS (OTCMKTS:QPAG) Recent Trading Information

QPAGOS (OTCMKTS:QPAG) closed its last trading session down -0.040 at 0.380 with 27,711 shares trading hands.