SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
September 26, 2016
(Exact Name of
Registrant as Specified in its Charter)
Commission File No.: 333-168068
|(State of Incorporation)
Jl. Multatuli, No.8A, Medan Indonesia
|(Address of Registrant's
Registrant's Telephone Number, including area
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
(i) On August 31, 2016, KinerjaPay Corp., a Delaware
corporation (the "Registrant") and PT. Kinerja Pay Indonesia ("PT. Kinerja
Pay"), a wholly-owned Indonesian subsidiary of the Registrant, entered into
an a Service Agreement with Black Grace Investment Ltd, organized under the
laws of the British Virgin Island ("Black Grace") and its affiliate, PT. Pay
Secure Online Indonesia, organized under the laws of Indonesia ("PT. PaySec").
Pursuant to the terms of the Agreement, PT/ PaySec shall grant PT. Kinerja
Pay the right to use the PT. PaySec's payment services in consideration of
the revenue sharing arrangement with PT. PaySec. As a consideration for the
use of PT PaySec's payment services, the Company agreed to issue two hundred
thousand (200,000) restricted shares of the Company's common stock to Black
Grace or its designee. As further consideration for the use of PT PaySec's
payment services, the Parties agreed that they shall share all of the net
revenues generated from the use of the payment services and e-wallet and
payment gateway technology on a 50/50 basis. This Agreement is attached
hereto as Exhibit 10.30.
(ii) On September 8, 2016, PT.
Kinerja Pay entered into a second Cooperation and Service Agreement with PT.
Indonesia Enam Dua, organized under the laws of Indonesia ("PT.IED"). PT.IED
owns and operates 62hall.co.id, an integrated wholeseller and online shop
that provides, among other things, a wide range of products and services for
sale online, an online search engine for vendors products and services and
extensive customer services. Pursuant to the terms of the Agreement, the
parties agreed to cooperate and share resources in develop PT. Kinerja Pay's
new eCommerce portal, KinerjaMall.com (the "Portal"). In consideration for
PT.IED's services, the parties agreed to allocate the profits, defined as an
item's selling price on the Portal minus the cost price of the item sold on
the Portal, 90% to PT.KPAY and 10% to PT.IED. This Agreement is attached
hereto as Exhibit 10.31.
Item 8.01 Other Events.
In connection with the execution and delivery of the
Agreement, Black Grace executed a subscription agreement with the Company
pursuant to which it agreed to subscribe for and purchase an aggregate of
$500,000 of the Company's securities. To date, the Company has received a
total of $150,000 and expects that it will receive the remaining $350,00
during the week commencing September 25, 2016.
In addition, the Company is reporting
that during the quarter ending September 30, 2016, it has recognized its
initial revenues of approximately $26,000 from its eCommerce business, to
date, and expects to recognize additional revenues before the end of the
quarter, with increasing revenues being recognized during the 4th quarter of
2016 and thereafter.
Item 9.01 Financial Statements and Exhibits
(b) The following documents are filed as exhibits to
this current report on Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical reference to the SEC filing
that included such document.
Cooperation and Service Agreement dated August 31, 2016, filed herewith.|
||Cooperation and Service Agreement dated September 8, 2016, filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
||/s/ Edwin Witarsa Ng
||Edwin Witarsa Ng
||Chief Executive Officer
Date: September 26, 2016