Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): March 5, 2018



(Exact name of registrant as specified in charter)



(State or other jurisdiction of incorporation)


333-192877 33-1230229
(Commission File Number) (IRS Employer Identification No.)


Paseo del la Reforma 404 Piso 15 PH
Col. Juarez, Del. Cuauhtemoc
Mexico, D.F. C.P. 06600

(Address of principal executive offices)


1900 Glades Road, Suite 265

Boca Raton, Florida 33431

(Mailing Address)


+52 (55) 55-110-110

(Registrant’s telephone number, including area code)


(Former Name and Former Address)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:


  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  ¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)


  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). þ Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨







  Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On March 5, 2018, QPAGOS (the “Company”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada (the “Amendment”) to effectuate an increase in the authorized common stock from 100,000,000 to 500,000,000 shares. The authorized preferred stock remained at 25,000,000 shares.


The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d)           Exhibits.


The following exhibit is being filed as part of this Current Report on Form 8-K.


3.1.        Certificate of Amendment to the Articles of Incorporation of QPAGOS






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 6, 2018 By: /s/ Gaston Pereira
    Name: Gaston Pereira
    Title: Chief Executive Officer




Exhibit 3.1