Quarterly report pursuant to Section 13 or 15(d)

Document and Entity Information

v3.6.0.2
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2016
Dec. 12, 2016
Document And Entity Information    
Entity Registrant Name QPAGOS  
Entity Central Index Key 0001591913  
Document Type 10-Q/A  
Trading Symbol QPAG  
Document Period End Date Mar. 31, 2016  
Current Fiscal Year End Date --12-31  
Entity a Well-known Seasoned Issuer No  
Entity a Voluntary Filer No  
Entity's Reporting Status Current Yes  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   55,454,000
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2016  
Amendment Flag true  
Amendment Description

Explanatory Note

 

Overview of Restatement

  

Qpagos (formerly known as Asiya Pearls, Inc.), together with its subsidiaries, (the “Company”) has prepared this amendment No.1 (this “Amendment”) to its Transition Report on Form 10-Q for the period December 31, 2015 through March 31, 2016, filed with the SEC on June 17, 2016 (the “Original Transition Report”) to reflect:

   

(a) restatements to its Consolidated Balance Sheet as of December 31, 2015 and March 31, 2016 and the related Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the three months ended March 31, 2016 and 2015;

 

(b) amendments to its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the three months ended March 31, 2016 and 2015;

  

(c) amendments to its Risk Factors as it relates to the three months ended March 31, 2016 and 2015.

 

To assist in your review of this filing, this Amendment sets forth the Original Transition Report in its entirety.  However, this Amendment only amends and restates Item 1, Item 2 of Part I and Item 1A of Part II , in each case as a result of, and to reflect, the restatement and related matters.  No other information in the Original Transition Report is amended hereby.  The foregoing items have not been updated to reflect other events occurring after the filing of the Original Transition Report or to modify or update those disclosures affected by subsequent events.  In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Transition Report has been amended to include currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the foregoing amended information, this Amendment continues to speak as of the date of the Original Transition Report and the Company has not updated the disclosure contained herein to reflect events that occurred as of a later date.  Other events occurring after the filing of the Original Transition Report or other disclosures necessary to reflect subsequent events have been or will be addressed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which will be filed after the filing of this Form 10-Q/A, and any reports filed with the SEC subsequent to the date of this filing.

 

Background on the Restatement

 

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 3, 2016, the board of directors of the Company, upon the recommendation of the Company’s management and based upon discussions between management and the Company’s independent auditors, RBSM, LLP, concluded that because of errors identified in the Company’s previously issued financial statements for fiscal year December 31, 2015 and for the first two quarters of 2016, the Company would restate its previously issued financial statements, including (i) Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 18, 2016 , (ii) the Transition Report for the period December 31, 2015 through March 31, 2016 filed with the SEC on June 17, 2016 and the (iii) Current Report on Form 8-K filed with the SEC on May 13, 2016.

 

As a part of the Company’s analysis of its books and records, the Company management had discovered and discussed with the auditors a discrepancy in the recording of revenue in Mexico that has resulted in an overstatement of revenue, a corresponding overstatement of cost of goods sold and a net understatement of gross profit in the Company’s financial statements.

 

The adjustments made as a result of the restatement are more fully discussed in Note 3, Restatement of Previously Issued Financial Statements, of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Transition Report. To further review the effects of the accounting errors identified and the restatement adjustments, see Part I—Item 2— Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Transition Report.