QPAGOS (OTCMKTS:QPAG) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered sales of Equity Securities.
Between November 27, 2017 through March 12, 2018, QPAGOS (the “Company”) issued an aggregate of 21,388,523 shares of its common stock to eight (8) existing shareholders upon their separate conversions of an aggregate of $1,583,138.91 of convertible promissory notes, of which 17,092,189 shares of common stock were issued on March 7, 2018 in connection with the conversion of $1,258,717.35 of convertible promissory notes. In addition, on December 14, 2017 and February 12, 2018, the Company issued 231,591 shares of its common stock and 440,000 shares of its common stock, respectively, to an existing shareholder in connection with its purchase of $78,000 and $88,000 aggregate principal amount of convertible promissory notes, respectively, from the Company.
The Company claims an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, for the shares issued upon the convertible promissory notes conversions, as the shares were exchanged or issued in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange or issuances.The other issuances listed were effected to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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.
