U.S.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the year endedDecember 31, 2018

or

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015transition period from __________________________ to __________________________

Commission File Number: 0-55081file number000-55081

SolarflexCorp.
KINERJAPAY CORP.

(Exact name of small business issuerregistrant as specified in its charter)

Registrant's Telephone Number, Including Area Code: +62-819-6016-168

JI Multatuli, No. 8A Clyde Road, Medan, Indonesia, 20151

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:+62-819-6016-168

Securities Registered Pursuantregistered pursuant to Section 12(b) of the Act:

Common stock, par value $0.0001 per share

Securities registered pursuant to Section 12(g) of Thethe Act: Common Stock, $0.0001, par valueNone

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨[  ] No [X]

x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x[X] No [  ]

¨Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant'sregistrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Check this box to indicate whether the company has submitted electronically and posted on its corporate website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the company was required to submit and post such files).Yes x No ¨

On February 11, 2015, the aggregate market value of the 77,610,386 shares of common stock held by non-affiliates of the Registrant was approximately $3,880,519 based on the last trade of the Registrants common stock at $0.05 on June 30, 2015. On February 11, 2016, the Registrant had 139,610,386 shares of common stock outstanding.

[  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, (as defineda smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act) or a smaller reporting company.Act.

If an emerging growth company, indicate by checkmark 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. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨[  ] No x[X]

The registrant had 35,485,275 shares of common stock outstanding as of April 22, 2019. The aggregate market value of the 15,480,258 shares of common stock held by non-affiliates of the registrant as of June 29, 2018 (the last trading day in June 2018) was $13,932,232, as computed by reference to the closing price of such common stock on such date.

KINERJAPAY CORP.

2018 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I

Item 1. Business.Back to Table of ContentsFORWARD-LOOKING STATEMENTS

As

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. Certain statements made in this discussion are “forward-looking statements” within the meaning of 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Unless otherwise indicated or the context requires otherwise, the words “we,” “us,” “our,” the “Company” or “our Company” or “KinerjaPay Corp” refer to KinerjaPay Corp., a Delaware corporation, and its wholly-owned subsidiaries, PT Kinerja Pay Indonesia (“PT Kinerja Pay”) and PT Kinerja Indonesia (“PT Kinerja”). PT Kinerja Simpan Pinjam (“PT Kinerja SP”) is a wholly-owned subsidiary of PT Kinerja. All subsidiaries of the Company are organized under the laws of Indonesia.

Forward-looking statements made in this annual report on Form 10-K include statements about:

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K (this "Report"), references tofor the "Company," the "Registrant," "we," "our," "us"year ended December 31, 2018, any of which may cause our Company’s or "KinerjaPay Corp" f/k/a Solarflex Corp., unless the context otherwise indicates.

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statementsour industry’s actual results, levels of historical fact may be deemedactivity, performance or achievements to be forward-looking statements. Forward-looking information includes statements relating tomaterially different from any future actions, prospective products, futureresults, levels of activity, performance or results of currentachievements expressed or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identifyimplied by these forward-looking statements by thosestatements.

Although we believe that are not historicalthe expectations reflected in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" or the negative of these similar terms.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions thatreasonable, we cannot predict. In evaluatingguarantee future results, levels of activity or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. The Company is under no duty to update any forward-looking statements you should consider various factors, includingafter the following: (a) those risksdate of this report to conform these statements to actual results.

PART I

ITEM 1. BUSINESS

Corporate Overview and uncertainties relatedHistory

Our business aim is to general economic conditions, (b) whether we are ablebuild a secure and convenient e-commerce ecosystem to managecustomers and merchants through our planned growth efficientlyintroduction of services and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustainproducts including: (i) electronic payment service; and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash,(ii) virtual marketplace both of which are explained below under "Liquidityavailable on the portal, KinerjaPay.com, (the “Portal”). In addition to access to the Portal, our Android and Capital Resources."iPhone based mobile application includes additional in-app services to mobile phone users such as social engagement and digital entertainment (the “Mobile App”). A virtual marketplace, powered by our proprietary electronic payment service and gamified with in-app entertainment features, creates a one-stop-shop e-commerce platform for users to BUY, PAY and PLAY. We assume no obligation to update forward-looking statements, except as otherwise requiredbrand our virtual marketplace under the applicable federal securities laws.name of KMALL, our electronic payment solution under the name of KPAY, and our gamification features under the name of KGAMES.

Corporate Background

The Company was incorporated in Delaware on February 12, 2010 under the name Solarflex Corp. for the purpose of developing, manufacturing and selling a solar photovoltaic element a device(“Equipment”), an equipment that converts light into electrical flow (also known as a photovoltaic cell) based on certain proprietary technology to enable an increase in solar energy conversion efficiency and provide energy at a lower cost.

On March 10, 2010, the Company entered into an agreement with an unaffiliated third party to purchase all right, title, and interest in a patent application, Israel Patent Application Number 198369, for the design and manufacturing of a solar photovoltaic element (the "Patent Agreement") in consideration for our agreement to pay the seller an amount equal to 10% of the royalties that generated from our commercial exploitation of the technology. From March 2010, the date of the Patent Sale Agreement, to the present, we did not generate any revenues from the sale of any solar photovoltaic element, nor did we successfully manufacturer or construct a working prototype, either on our own or through third-party manufacturers.

On May 14, 2013, the The Company entered into an Asset Purchase Agreement with International Executive Consulting SPRL, organized under the laws of Belgium ("IEC"), for the purchase of certain equipment (the "Equipment"(“IEC”) to be used in the development and manufacture of our photovoltaic cell, in consideration for a cash payment of $30,000 and the issuance of 60 million shares of common stock, par value $0.0001 (the "Shares"), valued at $180,000 or $.03 per Share, representing approximately 44% of our outstanding Common Stock aton May 14, 2013.

Our solar technology The business plan was to use the Equipment to: (i) develop a working prototype of ourits photovoltaic cell for testing and evaluation; (ii) enter into manufacturing arrangements with third parties for a manufacturing process to produce the photovoltaic elements for saleand sell to solar panel producers; and (iii) enter into distribution agreements for the commercial sale of our products.

From the date of Since the Asset Purchase Agreement with IEC through mid 2015,mid-2015, we did not successfully use the Equipment was not into develop a working order,prototype, nor was there any estimated timeline for our ability to useput the Equipment to manufacture of photovoltaic cells exploiting our solar panel technology. As a result,working prototype in production. Since the Company did not generate any revenue from the technology, we determined that it was not in the best interestsinterest of the Company or its shareholders to continue to devotedevoting resources and incurring expenditures towards efforts to commercially exploit our photovoltaic cellcommercialize the technology throughusing the use of the Equipment or otherwise. Rather, we determined during the 4th quarter of 2015 to evaluate potential business opportunities.Equipment.

On November 10, 2015, the Company entered into an Asset Purchase Rescission Agreement with IEC (the "Rescission Agreement"“Rescission Agreement”) pursuant to which: (i) we transferred and assigned all right, title and interest in the Equipment back to IEC; (ii) IEC returned 10 million333,333 of the 60 million2,000,000 Shares back to the Company; (iii) IEC transferred and assigned the remaining 50 million1,666,667 Shares to Mr. Edwin Witarsa Ng (“Mr. Ng”), a resident of Indonesia, who was appointed as Chairman of our Board of Directors, in consideration for a cash payment by Mr. Ng of $20,000 to IEC. The rationale forof the Rescission Agreement was based upon the Registrant'sRegistrant’s determination not to pursue the use and commercial exploitation of the Equipment in furtherance of its former solar energy business plan. The foregoing disclosure, among other information, was included in the Company's Form 8-K filed with the SEC on November 17, 2015.

Recent Developments

On December 1, 2015, the Company entered into a license agreement (the "License Agreement"“License Agreement”) with PT Kinerja Indonesia, an entity organized under the laws of Indonesia and controlled by Mr. Ng ("(“PT Kinerja"Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain technology and intellectual property owned by PT Kinerja (the "KinerjaPay IP"“KinerjaPay IP”) and its website, KinerjaPay.com. KinerjaPay.com (the “Portal”). The Portal, and the technology behind it, KinerjaPay IP, create an e-commerce platform that provides electronic payment solutions to customers and merchants for bill payment, money transfer and online shopping. KinerjaPay.com is among the first portals that allow users to conveniently top up mobile phone credit in Indonesia.

Pursuant to the License Agreement, the Company was granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience of e-wallet service for bill transfer and online shopping having advanced functionality features, among others, and is among the first portals to allow users the convenience to top-up phone credit, in consideration for the payment of royalties.

The KinerjaPay IP and its related website, KinerjaPay.com, is usedagreed to: (i) facilitate users' buyingchange the name of the Company to KinerjaPay Corp.; (ii) implement a reverse split of the Company’s shares of common stock on a one-for-thirty (1:30) basis; and selling activities; (ii) enable users to make payments on merchant sites using KinerjaPay's e-wallet services; (iii) allow users to gamify their shopping experience through the KinerjaPay platform; and (iv) provide users with an "end-to-end" solution for on-line shopping, secure bill payment capability, game playing and saving, in real time via web or Android apps.

In furtherance of our plan for KinerjaPay IP's growth world-wide, we agreed in the License Agreement to raise equity capital in the minimum offering amount of $500,000 (the "Minimum Offering") and the maximum offering amount of $2,500,000 (the "Maximum Offering") through the offering of units (the "Unit Offering")at a price of $0.50. Each unit consists of 1 share of common stock and 1 Class A warrant exercisable for a period of 24 months to "accredited investors"purchase 1 additional share of common stock at $1.00 (“Unit Offering”). The Unit Offering is only being made to “accredited investors” who are not U.S. Persons pursuant to Regulation S promulgated by the SEC under the Securities Act of 1933, as amended (the "Act"), is at a price of $0.50, each Unit, each consisting of 1 share of common stock and 1 class A warrant exercisable for a period of 24 months to purchase 1 additional share of common stock at $1.00.

We also agreed to file a Schedule 14C with the SEC to: (i) change the Company's name from Solarflex Corp. to KinerjaPay Corp.; (ii) implement a reverse split of the Company's presently issued and outstanding 139,610,386 Shares on a 1 for 30 basis resulting in 4,653,680 Shares on the effective date of the reverse split; and (iii) authorize 10,000,000 shares of Preferred Stock, which may be issued in one or more series, with the Board of Directors of the Corporation is authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock (collectively, the "Corporate Actions"“Securities Act”).

On January 20, 2016, the Company closed the Minimumits first Unit Offering after it receivedreceiving subscription proceeds in excess of $500,000, while$500,000. To date, the Company has raised $1,540,000 pursuant to subsequent Unit Offering is continuing, and on January 29,Offerings.

On March 10, 2016, the Company filed the Definitive 14C to implement the Corporate Actions followed by the submission on February 2, 2016, of the application with FINRA to approve theCompany’s name change and the reverse split. A copy of the Certificate of Amendment to the Certificate of Incorporation is attached to this Form 10-K as Exhibit 3.1(i).

As of February 11, 2016, the Company's name changechanged to KinerjaPay Corp., and its one-for-thirty (1:30) reverse stock split are pending with FINRA.became effective.

On April 6, 2016, PT Kinerja Pay Indonesia (“PT Kinerja Pay”), a wholly-owned subsidiary of the Company, was organized under the laws of Indonesia, for the purpose of developing and managing the Company’s e-commerce business ranging from electronic payment solutions, virtual marketplace, and any other strategies within the e-commerce ecosystem in Indonesia.

On August 31, 2018, the Company completed the acquisition of its licensor PT Kinerja Indonesia (“PT Kinerja”), which became a wholly-owned subsidiary of the Company. PT Kinerja Indonesia continues to provide the technology solutions needed by the Company to support its e-commerce business and may expand into cloud computing services and other IT service-related businesses.

On September 13, 2018, PT Kinerja Simpan Pinjam (“PT Kinerja SP”), a wholly-owned subsidiary of PT Kinerja, was organized under the laws of Indonesia for the purpose of developing and managing a peer-to-peer (“P2P”) lending platform focusing on micro-lending activities.

E-Commerce Business ofPortal KinerjaPay.com

The e-commerce market in

Indonesia where our business is based and where our initial marketing efforts will be focused, is reported to be the fastest growingfourth largest country in the Southeast Asian region. It has also been reproted thatworld in terms of population size with GDP just slightly under $1 trillion in 2018, with more than 50% of its population under the age of 30, and yet with its citizens largely underserved by the banking industry and less than 10% of the population have credit cards. Our business aim is to build a secure and convenient e-commerce activities in Indonesiaecosystem to customers and merchants through our introduction of services and products including: (i) electronic payment service; and (ii) virtual marketplace both of which are expectedavailable on the portal, KinerjaPay.com, (the “Portal”). In addition to surpass US$25 billion during 2016. In early 2015, prioraccess to the grantPortal, our Android and iPhone based mobile application includes additional in-app services to mobile phone users such as social engagement and digital entertainment (the “Mobile App”). A virtual marketplace, powered by our proprietary electronic payment service and gamified with in-app entertainment features, creates a one-stop-shop e-commerce platform for users to BUY, PAY and PLAY. We brand our virtual marketplace under the name of KMALL, our electronic payment solution under the name of KPAY, and our gamification features under the name of KGAMES. Since the Company acquired licensing rights from PT Kinerja ofon December 1, 2015 and established its wholly-owned subsidiary PT Kinerja Pay on April 6, 2016, we have raised capital to fund our License to exploit the KinerjaPay IP and our entry into the e-commerce business KinerjaPay launched its e-commercedevelopment and operations. The Company began generating sales revenue from the Portal in 2017.

Electronic Payment Service (PAY)

We provide electronic payment portal, KinerjaPay.com, which offers usersservice to consumers and merchants using the convenience of e-wallettechnology licensed from PT Kinerja on the Portal and Mobile App. The service is also known as KPAY. KPAY provides an affordable, secure and convenient method for money transfer, bill transferpayment and online shopping, together with enhanced functionalitytransactions. Friends and gamification (which is defined as the application of game-design elementsfamily may transfer money using electronic devices anywhere and game principles in non-game contexts). These features, we believe will allow the KinerjaPay users to conveniently conduct payment activities using KinerjaPay's web and/or Android apps, includinganytime; consumers may pay utility payment,bills, phone bills, credit card bills and top up mobile phone credit to their mobile phone accounts; merchants of all sizes may accept payments channeled through KPAY on their merchant websites. Our Company also developed a proprietary digital wallet software (“e-wallet”) that provides an easy, safe and secure way for individuals and businesses to make and receive payments on the Internet. Our e-wallet provides an escrow payment service that reduces transaction risk for online consumers; shoppers can verify whether they are happy with the products received before releasing funds to the seller.

The Company plans to develop its payment gateway service to enable users process payments or transfer money directly using their bank, debit and credit card accounts on our Portal and marketplace. We also offer merchants an end-to-end payment solution that provides authorization and settlement capabilities, of which merchants can connect with their customers and manage collection risk. We have also introduced an application-generated token to confirm outgoing payments to enhance transaction security.

On August 22, 2016, the Company and its wholly-owned Indonesian subsidiary, PT Kinerja Pay, entered into an addendum (the “Addendum”) of the License Agreement, effective as of July 1, 2016, with PT Kinerja. Pursuant to the Addendum, PT Kinerja Pay agreed to utilize certain payment services of PT Kinerja as described below. PT Kinerja has already successfully established the requisite infrastructure for billing, collections, payments and also permits users to top-up (add credit to) phone credit.

The KinerjaPay.com portal has also been highly ratedrelated payment services in the User Daily Time spentfurtherance of its various businesses, including its e-wallet and web portal business that were the subject of the License Agreement between the Registrant and PT Kinerja dated December 1, 2015. The Company entered into the Addendum as a strategic move to accelerate the commencement of its electronic payment services business by licensing existing technology. It also eliminated the need to hire and maintain additional personnel in-house to manage the infrastructure.

Pursuant to the Addendum, in consideration for the Indonesian market, accordingpayment of an administrative fee of $200 per month, PT Kinerja, our licensor, shall: (i) collect payments from users of KinerjaPay.com, including cash deposits, bank transfers, debit cards and credit cards payments, and other forms of payments for transactions generated on the Portal; and (ii) distribute the appropriate payments to web analytics providedvendors, less the commissions chargeable for all transactions generated by Alexa.com, an Amazon Company. These functionality features were instrumental in enabling KinerjaPaythe users while using KinerjaPay.com. Commission is paid to generate revenues from user sign-upsour subsidiary PT Kinerja Pay as vendors receive payments.

Virtual Marketplace (BUY)

We launched our virtual marketplace (“KMALL”) (www.KinerjaMall.com or https://KMALL.id) during the period2017 as a free platform for buyers to explore products and sellers to establish a low-cost online presence for their products from the KinerjaPay.com launch in February 2015 through December 31, 2015. To conduct our marketing as well as our billinglocal Indonesian market. Buyers and collection activities, we recently organizedsellers can access KMALL from their electronic devices anytime and anywhere. KMALL features a new, wholly-owned subsidiary, PT KinerjaPay, in Indonesia,“Max-3-Steps” concept aiming to streamline the shopping experience of buyers. Buyers complete a purchase transaction within three steps, by choosing an item, checking out and making a payment using their e-wallet under KPAY.

In addition to the typical categories of consumer products offered similarly by other virtual marketplaces, KMALL differentiates itself from the competitors by offering computer-related goods and mobile phone prepaid vouchers. A large selection of computer-related goods serves to attract the younger generation which will commence business in February 2016. Notwithstandingtends to be heavy users of electronic devices. Approximately 98% of Indonesian mobile-phone users use prepaid vouchers to top up phone credit and the foregoing, KinerjaPay was grantedsize of the License to commercially exploit the KinerjaPay IP and operate KinerjaPay.com in December 2015 and there can be no assurance that we will be able to successfully operate the the KinerjaPay portal, continue to experience the growth that commenced prior to our License and compete in the highly competitive e-commerceprepaid voucher market in Indonesia and Southeast Asia, much lessis estimated to be $4 billion according to a research conducted by AdPlus, a leading digital media network in Indonesia. By offering mobile phone prepaid vouchers on our planned effortsvirtual marketplace, we believe that KMALL can generate a substantial number of return customers to expand the business internationally.shop online with us.

The E-Commerce Market Opportunity in Indonesia

Indonesia, the world'sworld’s fourth most-populous country, having a population estimated at 255of approximately 266 million, people, is rapidly becoming the major economic power in the Southeast Asia region.Asia. Over 50% of its population is below the age of 30 and as a result, we believe the populationyoung Indonesian generation is highly adaptive to new technology. A mobile-first country, as opposed to landline-based, Indonesiacombination of positive factors including the rapidly growing pool of internet users, the increase in discretionary spending among the middle class, and the increasing popularity of inexpensive smartphones and tablets, have pushed the Indonesian e-commerce market towards scalability and profitability. Indonesia’s e-commerce market is projected to have as many as 1.7reach $130 billion internet-connected devices with over 200 million active internet users by 2020 the highest percentage of internet users compared to other Southeast Asian countries accordingonly surpassed by China and India. According to a joint report released by idEA, Google Indonesia, and Taylor Nelson Sofres (TNS), the e-commerce market in Indonesia, where our business operates and where our initial marketing efforts is focused on, is also the fastest growing in Southeast Asia. With an estimated annual growth rate of 50% in e-commerce business and strong mobile-first initiatives, Indonesia presents a unique opportunity for merchants and businesses to establish their online presence in the country with a service provider like us.

We believe that the current Indonesian e-commerce market resembles the early-stage Chinese e-commerce market, which is characterized by a large pool of entrepreneurial merchants offering a wide variety of consumer goods to buyers, and buyers rely heavily on social media recommendations to make their purchase decisions. In addition, Indonesian customers and merchants welcome the concept of electronic payment services and are anxious to adopt the technology which has been widely available in other sophisticated e-commerce markets such as the United States. We believe that our Company is well positioned, as an e-commerce business solution provider, to connect buyers and sellers seamlessly on KMALL, and provide an electronic payment solution KPAY to facilitate secure and convenient online transactions.

Competitive Advantages and Growth Opportunities

The KinerjaPay Core Pillars represents the competitive advantage of our Company. We believe that the successful integration of PAY, BUY and PLAY, will enable our business to become an indispensable player in Indonesia’s e-commerce market. Our electronic payment service (“KPAY”), backed by strong proprietary technology from PT Kinerja and connected with many third party business partners, acts as a secure and convenient payment channel for users to fulfil their day-to-day payment needs, ranging from bill payment, money transfer, and online shopping; our virtual marketplace (“KMALL”), curates a unique baskets of goods and offers a free platform to connect buyers and sellers, armed with its “Max-3-Steps” check-out process and escrow services backed by KPAY. To enhance user engagement, we complete KinerjaPay Core Pillars by introducing gamification features (“KGAMES”), which allows users to entertain and get rewards in our e-commerce ecosystem.

Based on data from Alexa.com, a website analytics provider, KinerjaPay.com users spend an average of 30 minutes on our Portal, which we believe is partly due to our unique gamification features. By further gamifying the e-commerce experience for our Portal users, we foresee monetizing opportunities directly and indirectly from our KGAMES features. We plan to partner with third-party game developers and develop proprietary games that curate to our user experience on the Portal and virtual marketplace. Users may transfer rewards from games and redeem in KMALL.

In building an e-commerce ecosystem from our KinerjaPay Core Pillars, we plan to continue strengthening our areas of excellence and exploring growth opportunities:

Since the formation of PT Kinerja SP, we have embarked on active planning of the new P2P micro-financing platform and intend to launch the platform under the brand name of KFUND. KFUND will provide financing solutions to individuals, and small to medium-size enterprises in Indonesia, who currently lack access to financing from banks and other financial institutions which typically favor collateralized large projects with lower credit risk. KFUND will connect individual and business borrowers and lenders via our proprietary online platform which is currently under development. We plan to: 1) build a robust credit rating process by developing a proprietary credit rating methodology and partnering with a certified credit rating agency; 2) create a borrower acquisition strategy that reaches audience via online social media and offline sales effort in local communities. Potential lenders will have the opportunity to select a desired loan or a combination of several loans to invest in based on their risk appetite and preferred investment duration. KFUND will collect an average of 9% administration fees from each loan transaction. We understand the importance of compliance in the microlending space and is currently in the process of applying for required licenses, including ISO 27001, Information Security Management System certification. We believe that with the launch of KFUND business, we will reach another milestone in building our online ecosystem. We aim to offer our users an expanded and integrated online service experience with our existing businesses and future KFUND, and become a one-stop-shop solution for their needs to buy, pay, play and fund.

Company Subsidiaries and Collaboration Agreements

We carry out our business through the Company and three wholly-owned subsidiaries. This corporate structure allows us to simplify the accounting treatment, minimize taxation and optimize local grant support. The subsidiaries related to this business are as follows:

We have embarked on a strategy of collaborative arrangements and partnerships with strategically situated third parties around the world. We believe that these parties have the expertise, experience and strategic location to advance our e-commerce business.

Corporation and Service Agreement with Black Grace Investment Ltd.

On August 31, 2016, the Company and PT Kinerja Pay entered into a corporation and 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 this Agreement, PT. PaySec granted PT Kinerja Pay the right to use the PT. PaySec’s payment services (“Payment Services”) under a revenue sharing arrangement. As consideration for the use of the Payment Services, the Registrant agreed to issue 200,000 restricted shares to Black Grace or its designee. As further consideration for the use of the Payment Services, the parties agreed to share the net revenue generated from the use of the Payment Services and e-wallet and payment gateway technology on a 50/50 basis. On May 12, 2017, the agreement with Black Grace was terminated.

Corporation and Service Agreement with PT. Indonesia EnamDua

On September 8, 2016, the Company entered into a second Cooperation and Service Agreement with PT. Indonesia EnamDua, organized under the laws of Indonesia (“PT.IED”), which owns 62hall.co.id, an integrated wholesaler and online shop that sells a wide range of products and services, an online search engine and an online customer service provider. Pursuant to this Agreement, the parties agreed to share resources in connection with the development of PT Kinerja Pay’s virtual marketplace, KMALL. In consideration for PT.IED’s services, the parties agreed to allocate the profits, defined as an item’s selling price on KMALL minus the cost price of the item sold 90% to the Company and 10% to PT.IED. The Company has not generated revenue as a result of this Corporation and Service Agreement. On August 31, 2018, the agreement with PT.IED was terminated.

Partnerships with businesses

At the end of March 2017, we started, in cooperation with third parties, providing monthly billing services to PLN customers which could serve potentially 10 million accounts nation-wide. PLN is an Indonesian government-owned corporation that has a monopoly on electricity generation and distribution in the country. During April 2017, we expanded our payment channel by cooperation with large state-owned companies in Indonesia such as PT Pos Indonesia and PT Pegadaian, as well as leading multi finance companies including Columbia Cash & Credit, Mega Auto Finance and WOM Finance. In addition, beginning May 2017, we extended our payment channel to include minimart chains such as Indomaret and Alfamart, as well as PT 24 Jam Online. We believe that by expanding our network of payment channels with well-organized notable businesses, we will be able to generate a significant number of new users for KinerjaPay.com to use KPAY, and serve the unbanked Indonesian customers and businesses, helping them to shop and pay bills quicker, safer, and more conveniently. In October 2017, we entered into a partnership with a global smartphone-enabled ‘Ride Hailing’ service, Uber Technologies, Inc.(“Uber”). Our partnership with Uber was intended to bring promotional deals for KinerjaPay users to use Uber service and use our payment solutions for ride payment processing. Due to the acquisition of Uber Southeast Asia byGrabTaxi Holdings Pte. Ltd. (“Grab”)in March 2018, our partnership with Uber was not extended.

Corporation and Service Agreement with Ace Legends, Pte. Ltd.

In July 2017, the Company entered into a Cooperation and Service Agreement with Ace Legends, Pte. Ltd, organized under the laws of Singapore Post.(“ACE”). Pursuant to the agreement, ACE, a game developer, will develop games for the Company under our KGAMES business. On March 6, 2018, the Company and ACE launched a game called FLOO on Android and iOS platform. However, due to delay of the launch of subsequent planned games, in November 2018, the Company and ACE agreed to terminate the agreement. The Company plans to build its own game division in PT Kinerja.

Sales and Marketing

As discussed above,

Our primary sales and marketing effort emphasizes on our key differentiator from competitors – KinerjaPay Core Pillars, an e-commerce ecosystem that integrates electronic payment service with a virtual marketplace enhanced by gamification components. The emphasis of such will deliver a message to potential users that they can PAY, BUY and PLAY at one place and thus achieve the Kinerja.com platform was only launched in February 2015 but still managedmarketing objective to achieve positive positve market acceptance evidenced by having more than 13,000 users/customersattract new users and processed more than 90,000 e-commerce transactions in 2015.enhance user engagement.

With our recent organization of PT KinerjaPay Ltd, our wholly-owned subsidiary,

We commenced a nationwide marketing campaign to promote KinerjaPay.com to Indonesian consumers and merchants during 2016 we will actively market Kinerjapay.com and its ability to provide a marketplace for merchants/sellers to sell their products and services to their customers and our users. In addition to the usual physical products, the platform also later focuses more towards digital items such as discounted deals for finance & business (F&B) and mobile phone prepaid top-up vouchers, among other products and services.

Through our subsidiary, we plan to increase our user-base by, among other marketing2017. Marketing techniques advertisingused include online advertisement on Facebook®, YouTube®, Twitter®, AdWords®, AdChoices® and Instagram®. Early January 2017, the holiday campaigns held by KinerjaPay were able to help in securing a milestone of reaching 100,000 users. We also contemplate using otherlocalized our online and offline marketing programseffort to target specific communities to attract new customers and merchants. Our user basis is currently approaching 200,000 users.

Our services and products are marketed under the brand names as follows:

Proprietary Technology, Domain Name and Licenses

KinerjaPay IP and www.KinerjaPay.com are backed by proprietary technology including the application codes, infrastructure architecture, infrastructure design, processes/sub-processes, integrated proprietary payment solutions, built-in marketplace and gamification concepts and modules. We will endeavor to protect our propriety technology, domain name, customer base and trade secrets to the extent reasonably and commercially practicable because such as time sale promotion, special deals, daily bonus, SMSprotection is critical to our success. We will rely principally on the laws in Indonesia and, email promotion, events at malls and other creative sales and marketing techniques.to a lesser extent on available international protection, if any.

We also will continuehave registered our domain names, Kinerja Pay, Kmall and Kfund to useMinistry of Communication and Informatics of the referral program (MGM - Member Get Member) that was recently launched priorRepublic of Indonesia. As we expand our markets, we may seek to further protect our License to incentivize members in referring othersproprietary rights, to the KinerjaPay platform. In additon, we will continue the KinerjaPay practice of using online business workshops, open stands at shopping malls and setting up merchant recruit to acquire new merchants. It is also commonextent that existing members of Kinerjapay.com will becoming merchants by selling their products in through our portal. However, therethey may exist, a process that can be no assurance that marketing practices used by othersboth expensive and time consuming and may not be successful. If we are unable to register or those previously used by KinerjaPay prior toprotect our License will continue todomain name, we could be successful foradversely affected in any jurisdiction in which our new subsidiary, PT KinerjaPay, intrademarks and/or domain names are not registered or protected.

Research and Development

Because the future, notwithstanding any success we achieve in our capital raising activities.

Intellectual Property

KinerjaPay's business models are around digital e-wallet to act as escrow account for online shopping transaction, gamification features to deliver highly engaged user experiences and digital plus traditional online marketplace. KinerjaPay also focus in delivering the best experience through mobile e-commerce platform which is highly preferred in Indonesia market. Android has been chosen as it has more than 80% of mobile platform market share in Indonesia, according to Daily Social id, while iOS is currently being developed.

A proprietary in-house development digital e-wallet provides KinerjaPay.com members the ability to transact in internal; marketplace safely and conveniently. It acts as escrow account as buyerindustries in which the payment will only be releasedCompany competes are characterized by rapid technological advances, the Company’s ability to compete successfully depends heavily upon its ability to ensure a continual and timely flow of competitive products, services and technologies to the seller oncemarketplace. The Company continues to develop new technologies to enhance existing products and services, and to expand the good is received. It also allowsrange of its offerings through R&D, licensing of intellectual property and acquisition of third-party businesses and technology.

Competition

We compete with various companies in each of our business segments directly and indirectly.

Our electronic payment to other utility services such as electricity, water, telephone and credit card bills.

Gamification is something very unique comparedservice (“KPAY”) competes directly with other competitors at the moment and has been proven to be hugely popular with the members. The platform provides wide array of bonuses for being active user in Kinerjapay.com (daily bonus, quest bonus and activity bonus). They can convert the bonus into an internal point system (called KPAY Points) which they can use to redeem certain goods in the system. KinerjaPay.com also provides a proprietary Item Mall for members to purchase virtual goods that comes with certain functionality or benefits.

KinerjaPay.com provides simple way for members to transact in the marketplace. It comes with a "Max 3-steps" concept to streamline the experience. Members can just choose the item, check out and make payment using their e-wallet or other payment solutions. One unique system is referred as "Open Market" for digital products in which the buyer can state what they are interesting in buying which the order would be accepted by any merchants in the system. This "reverse market" has been hugely popular for item such as mobile phone prepaid top up vouchers that itself is billion dollar business per annum in Indonesia.

Merchants can also join easily using "KinerjaPay for Merchant" applications or from merchant section of kinerjapay.com. They are required to submit their identity card and other important information to join the platform which is to increase the quality and safety of the platform.

Competition

The e-commerce marketplace in Indonesia and the greater Southeast Asian region has become very active only during the past several years with a few major companies that were funded by big institutional investors. To a lesser extent, there are local and a few regional companies that have entered the e-commerce market. The products being offered in the marketplace have typically been physical items across few different categories such as electronics and gadgetry, fashion items and household goods. These e-commerce entities typically are charging transaction fees of from 2% to 5% per transaction.

There has been a recent surge in vertical e-commerce players that focus on specific items or industries such as travel (rail and flight tickets and hotel), fashion or consumable goods. At present, there are relatively few competitors operating in the digital marketplace, where we will operate and where KinerjaPay.com operated prior to the grant of our License, especially in mobile phone prepaid top up vouchers, an area in which we may be the first and hope to be able to dominate. KinerjaPay.com offers more integrated digital and physical products marketplace with the lowest transaction fees of 2%.

The other form of competition is in the form of onlineelectronic payment solution such asservices and alternative payment gateway and other digital e-wallet solutions that aregateways provided by banks or telecommunication companies. These are typicallytypical stand-alone payment service providers andthat depend on other marketplace platformthird-party e-commerce marketplaces to generate real transaction activities. KinerjaPay offers seamless and safe experiences for online transaction by combining its e-wallet features with the marketplace, the basis upon which we expect will help us differentiateflows.

We believe that our KPAY service differs from our competitors.competition in three major aspects:

Our virtual marketplace (“KMALL”) competes directly with online B2B and B2C shopping platforms and other offline channels including but not limited to, retailers, catalogs and classifieds. Direct competitive shopping platforms include Tokopedia, Bukalapak, Shopee, Lazada, and Blibli, etc. We mainly compete based on price, product selection and services.

Some of the principal competitive factors include:

We believe that our KMALL differs from our competition in three major aspects:

We expect that our P2P lending business, KFUND, will face intense competition from established players in Indonesia. Some notable competitors include KoinWorks, Investree, Modalku, Danamas, Akseleran and Taralite. Top players have achieved annual revenue between two to three million US Dollars, with over one million active user accounts and annual loan disbursement of over $110 million. We expect our customer base will overlap significantly with top players in the market. Therefore, successful product differentiation and sophisticated technological interface will strengthen our competitive advantage in the industry. Our strategic focus will include the following:

We plan to continue to invest significant resources in technology to enhance user experience. We also plan to refine search engine optimization and use paid search advertising to increase visibility of our products and services. By deepening existing collaborative relationships with our partners and seeking for new partnerships, we aim to reach more end users efficiently.

Government Regulation

KinerjaPay is

There are currently few laws or regulations in compliance withIndonesia that are specifically related to the sale of goods and services on the Internet. We currently are subject to Indonesian governmental regulations applicablein our role as a money transfer agent and are, therefore, subject to e-commerce businesses that facilitate online transactions between sellersIndonesian electronic fund transfer and buyers. KinerjaPaymoney laundering regulations. We received the requisite GeoTrust Certificate in March 2014 in which entire user transactions have been protected by 256-bit encryption. This is understood to provide a safe platform for online transaction. We believe to be in compliance with all existing Indonesian governmental regulations applicable to e-commerce operator that facilitate online transactions between sellers and buyers.

Any application of existing laws and regulations related to banking, currency exchange, online gaming, electronic contracting, consumer protection and privacy is at present unclear. Our potential liability in case our customers are in violation of any applicable laws on pricing, taxation, impermissible content, intellectual property infringement, unfair or deceptive practices or quality of services is also unclear. In addition, we may become subject to new laws and regulations directly applicable to the Internet or our specific e-commerce activities. Any existing or potential new legislation applicable to specific e-commerce activities could expose us to substantial liability, including significant expenses necessary to comply with these laws and regulations, and reduce and/or limit the use of the Internet on which we depend.

To date, we have not incurred any compliance-related expenses with any governmental laws in Indonesia pertaining to the use of our e-commerce portal as a payment option for online shopping and other transactions.

Employees

The Company's

As of December 31, 2018, we had an aggregate of 77 employees working at our Company and subsidiaries. Mr. Edwin Witarsa Ng, CEO and Chairman (“Mr. Ng”)and Mr. Windy Johan, our CFO (“Mr. Johan”), constitute our management team, together with Mr. Deddy Oktomeo (“Mr. Oktomeo”), CEO of our wholly-owned Indonesian subsidiary, will engagePT Kinerja Pay Indonesia, Mr. Christopher Danil, CEO of PT Kinerja Indonesia, our Licensor, to provide necessary R&D, technical support, procurement/logistic and IT operational services and other technology support.Mr. Henful Pang, Commissioner of PT Kinerja Indonesia, currently has 40 employees and plansMr. Anoki Kiyosyi, CEO of PT Kinerja Simpan Pinjam. They are not obligated to increase its staffcontribute any specific number of hours per week to upour operations and intend to 80 people by end 2016, to fulfill the Company's business plan, among other purposes. In addition, PT KinerjaPay, our subsidiary, will hire approximately 5 persons, principally to be engaged in sales and marketing, billing and collections, reportingdevote only as much time as they deem necessary to the executive officersCompany’s affairs until our business scales and boardnew business initiatives require to do so. We have not entered into employment agreements with Mr. Ng, Mr. Johan, Mr. Oktomeo, Mr. Danil, Mr. Pang and Mr. Kiyoshi.

The employees of directors of the Company. Theour Company believes, based upon the large base of highly-skilled technical and sales people in Indonesia,our subsidiaries are not subject to any collective bargaining agreement. We believe that it will be able to hire and retain the personnel required to fulfill the Company's business plan for the foreseeable future.we have good relations with our employees.

Transfer Agent

Our stock transfer agent is Transfer Online, Inc., with offices located at 512 SE Salmon Street, Portland, OR 97214. Their telephone number is (503) 227 2950, their fax number is (503) 227 6874, and their website is transferonline.com.

Corporate and Available Information

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports are available free of charge though our website (https://www.kinerjapay.co/) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). Except as otherwise stated in these documents, the information contained on our website or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file, with or furnish to, the SEC.

ItemITEM 1A. Risk Factors.Back to TableRISK FACTORS

An investment in our common stock involves a number of Contents

very significant risks. You should carefully consider carefully the following risks described below, together with all of theand uncertainties in addition to other information in this Form 10-K,report in evaluating our company and its business before making a decision to invest inpurchasing shares of our company’s common stock. IfOur business, operating results and financial condition could be seriously harmed due to any of the following risks actually occurs, our business, financial condition and results of operationsrisks. You could suffer. In this case, the trading price of our common stock could decline and you may lose all or part of your investment in our common stock.due to any of these risks.

Risks Related Toto Our Business and Industry

Our Independent Registered Public Accounting Firm has expressed substantial doubt as

Although our financial statements have been prepared on a going concern basis, we must raise additional capital to fund our abilityoperations in order to continue as a going concern.

The audited financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We believe that in order to continue as a going concern, including the costs of being a public company, we will need approximately $30,000 per year simply to cover the administrative, legalcontinue to increase sales and accounting fees. We planrevenue to fund thesebusiness expenses, primarilyand support business expansion through cash flow, the sale of restricted shares of our Common Stock, and the issuance of convertible notes.

Based on our financial statements for

During the yearsyear ended December 31, 2015 and 2014, our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. To date2018, we have not generated any revenue.

Notwithstanding our success in raising overraised $500,000 from the private sale of equity securities in January 2016 and received net proceeds of $1,519,000 and $100,000 respectively from issuance of convertible notes and exercise of warrants. On November 2, 2018, the Company filed a registration statement on Form S-1 for the purpose of offering a total of up to 300,000 shares of our expectation that we11% Series C Cumulative Redeemable Perpetual Preferred Stock (“Series C Preferred Stock”), at an offering price of $25 per share. If the offering is successful, of which there can be no assurance, the gross proceeds will be successful in raising up$7.5 million. The Company’s intention is to an additional $2 million during the first quarterhave these shares of 2016, thereSeries C Preferred Stock subject to quotation on OTC Market Group’s OTCQB. There can be no assurance that we will continue to be successful in raising equity capital and have adequate capital resources to fund our operations or that any additional funds will be available to us when needed or at all, or, if available, will be available on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern.

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

On December 1, 2015, we

Our existing electronic payment service and virtual marketplace businesses were granted an exclusive, world-wide licensefirst launched and operated by PT Kinerja Indonesia, our licensor, to KinerjayPay IP and its website, KinerjaPay.com, an e-commerce platform that provides users with the convenience of e-wallet service for bill transfer and online shopping having advanced functionality features, among others (the "License"). KinerjaPay was first launched by PT Kinerja Indonesia in February 2015 and only has a limited operating history. See the disclosure under "Description of Business"The Company initially utilized KinerjaPay IP and operated KinerjaPay.com through License Agreement entered into with PT Kinerja in Risk Factors below.December 2015 before acquiring PT Kinerja as a wholly-owned subsidiary in August 2018. As a result of KinerjaPay's limited operating history weof the business, and the Company’s short period of control over the subsidiary, the business may not break-even or become profitable in the near future, if at all. If we are unable to reach profitability, our stock price would decline and our ability to continue to raise capital, either equity or debt, may be adversely effected.affected. The long-term revenuee-commerce market in Indonesia is emerging and income prospectsevolving; we may need an extended period of time to prove our business model in the local market and the market for electronic online payments have not been proven. Wereach long-term profitability and scalability, during which we will encounter risks and difficulties commonly faced by any early-stage companies in new and rapidly evolving markets.

We planwill need to make significant investments using our recently raised equityraise capital in order to realize our newly-organized Indonesian subsidiary, PT KinerjaPay Indonesia,business plan, the failure of which entity will conduct allcould adversely impact our operations.

We are currently not profitable. For the fiscal year ended December 31, 2018 and as of the date of this report, we assessed our e-commerce salesfinancial condition and marketing efforts as well as all billing and collection activities. Notwithstanding our abilityconcluded that we may need to raise equityadditional capital to fund business operations for the next 12 months from the date of the report. Our auditor’s report for the year ended December 31, 2018 includes a going concern opinion on the matter. We had a net loss of $8,393,660 for the year ended December 31, 2018. During the same period, cash used in operations was $2,037,691, the working capital deficit and our expectationaccumulated deficit as of December 31, 2018 were approximately $3,594,000 and $18,145,000, respectively. Management is unable to predict if and when we will be able to raise up to an additional $2 million during February 2016,generate significant positive cash flow or achieve profitability. Without adequate funding or a significant increase in revenue, we may not be able to achieve profitabilityresume operations in the foreseeable future, ifnormal course of business or expand business development efforts in other strategic initiatives; we may not be able to invest in research and development needed to upgrade technological infrastructure of our electronic payment service, virtual marketplace and gamification features; we may not be able to acquire additional businesses or form more collaborative relationships with third parties to gain market share in the e-commerce market. As of December 31, 2018, we had available cash resources of $150,091.

Overall, we have funded our cash needs from inception through the date hereof with a series of debt and equity transactions, and through cash flow from our revenue-generating operations.

We expect to continue to finance our operations, acquisitions and develop strategic relationships, primarily by issuing equity or convertible debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing common stock. Moreover, any issuances by us of equity securities may be at all. Ouror below the prevailing market price of our common stock and in any event may have a dilutive impact on existing stockholders’ ownership interest, which could cause the market price of our common stock to decline. We may also issue securities in our subsidiaries, and these securities may have rights or privileges senior to those of our common stock.

We may have difficulty obtaining additional funds as and when needed, and we may have to accept terms that would adversely affect our stockholders. In addition, any adverse conditions in the credit and equity markets may adversely affect our ability to raise funds when needed. Any failure to achieve profitabilityadequate funding will depend on, among other things, market acceptancedelay our business plan executions and could lead to abandonment of one or more of our e-commerce Portalinitiatives, as well as prevent us from responding to competitive pressures or take advantage of unanticipated acquisition opportunities. Any additional equity financing will likely be dilutive to stockholders, and certain types of equity financing, if available, may involve restrictive covenants or other provisions that would limit how we conduct our business or finance our operations.

We will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.

As of December 31, 2018, we had 77 employees. As our marketing plans and business strategies develop, we may need to recruit additional managerial, operational, sales and marketing, financial, IT and other personnel. Future growth will impose significant added responsibilities on members of management, including:

Our future financial performance and our ability to competescale our e-commerce business will depend, in part, on our ability to effectively with other e-commerce businesses operatingmanage any future growth, and our management may also have to divert a disproportionate amount of its attention away from day-to-day activities in Indonesia and the wider Southeast Asian market (our "Initial Target Markets"). We cannot assure you that the relatively new market for e-commerce also known as online electronic payment portals in our initial Target Markets will remain viable. We expectorder to investdevote a substantial amounts to:

Ÿ Drive consumer and merchant awarenessamount of online electronic payments;
Ÿ Persuade consumers and merchantstime to sign up for and use our electronic payment product;
Ÿ Improve our system infrastructure to handle seamless processingmanaging these growth activities. This lack of transactions;
Ÿ Continue to develop our payment portal;
Ÿ Expand into international markets; and
Ÿ Broaden our customer base.

Welong-term experience working together may fail to implement successfully these initiatives. This would adversely impact our revenues.senior management team’s ability to effectively manage our business and growth.

We currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors and consultants to provide certain services. There can be no assurance at this timethat the services of these independent organizations, advisors and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition, if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants is compromised for any reason, our marketing plans to promote e-commerce business may be delayed, or terminated; our technological integrity of the IT system backing up KPAY, KMALL and KGAMES may be compromised, and we may not be able to ensure the security of our electronic payment service or prevent system malfunction of the virtual marketplace. There can be no assurance that we will be able to operate profitablymanage our existing consultants or thatfind other competent outside contractors and consultants on economically reasonable terms, if at all. If we will have adequate working capitalare not able to meeteffectively expand our obligations as they become due. Investors must considerorganization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the riskstasks necessary to achieve our marketing, research, development, and difficulties frequently encounteredexpansion goals, and we may face loss and liability in connection with any deficiency in service caused by early stage companies, particularly in rapidly evolving markets. Such risks include the following:lack of capable personnel or errors made by third party contractors.

Ÿ We depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or cannot hire additional qualified personnel.competition;
Ÿ need for acceptance

Our success depends substantially on the efforts and abilities of our Portal;
Ÿ ability to develop a brand identity;
Ÿ ability to anticipatesenior management, including Mr. Ng, our CEO and adapt to a competitive market;
Ÿ ability to effectively manage rapidly expanding operations;
Ÿ amountcontrolling shareholder, and timing of operating costscertain key personnel. The competition for qualified management and capital expenditures relating to expansion of our business, operations, and infrastructure; and
Ÿ dependence upon key personnel to market our product and theis intense. The loss of services of one or more of our key managers may adversely affectemployees, or the marketinginability to hire, train, and retain key personnel, could delay the development and sale of our product.services and products, disrupt our business, and interfere with our ability to execute our intended business plan.

We cannotplan to grant stock options or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance and aligning the interests of employees with those of our stockholders. There are currently no options and/or equity awards outstanding. If we are unable to adopt, implement and maintain equity compensation arrangements that provide sufficient incentives, we may be certain thatunable to retain our business strategy will be successful or thatexisting employees and attract additional qualified personnel. If we will successfully address these risks. In the event that we do not successfully address these risks,are unable to retain our existing employees, including qualified technical personnel, and attract additional qualified candidates, our business prospects, financial condition, and results of operations could be materially and adversely effected.affected.

Our revenuesrevenue will be dependent upon acceptance of our Portale-commerce services and products by the market.Indonesian Consumers. The failure of such acceptance will cause us to curtail or cease operations.

Uncertainty exists as to

We are uncertain whether our Portale-commerce services and products including KPAY, KMALL and KGAMES will be accepted by the market.Indonesian consumers and become commercial success. A number of factors may limit the market acceptance of our portal, including services and products, including:

We may not be able to realize substantial streams of revenue from our offering of services and products if we lose market share in currently dominant market such as the mobile phone credit voucher business, or fail to increase market share in electronic payment portalsservice and the pricevirtual marketplace. We may incur significant amount of capital expenditure on research and development to exploit and commercialize KinerjaPay IP but never succeed despite of management’s effort.

Service interruption in PT Kinerja may harm our services relativebusiness operations.

We rely on our wholly-owned subsidiary PT Kinerja to alternativeprovide substantially all technology support required for electronic payment service and payment processing portals. There is a risk that potential clients will be encouragedon our virtual marketplace. If the operations of PT Kinerja are limited, restricted, curtailed or degraded in any way or become unavailable to continue to use other portals and/or payment methods instead of ours. We are assuming that, notwithstanding the fact that our Portal is new in the market, potential customers will elect to useusers for any reason, our Portal.

Our revenues are expected to come from the sale of our Portal services. As a result, we will continue to incur operating losses until such time as our revenues reach a mature level and we are able to generate sufficient cash flow to meet our operating expenses. There can be no assurance that the market will adopt our Portal. In the event that we are not able to successfully market and significantly increase the number of Portal users, or if we are unable to charge the necessary fees, our financial condition and results ofbusiness operations willmay be materially and adversely affected.

Software failures, breakdowns in the operations of the servers and communications systems upon which we must rely or glitches or malfunctions in our Portal technology could hurt our reputation, revenues and profitability.

Our success depends on the efficient and uninterrupted operation of the servers and communications systems owned and operated by PT Kinerja Indonesia, the licensor of our KinerjaPay IP and KinerjaPay.com. We intend to enter into an agreement with PT Kinerja Indonesia to operateoperates all of the servers, as well as providemanages the 1,500 square-feet data center located in North Sumatra, Indonesia, and provides hosting and maintenance services and theto all infrastructure systems upon which we shall rely. A failurerely on.

PT Kinerja’s operation is subject to a number of these systemsrisks that could materially and adversely impact its ability to provide payment processing and escrow services could impede our e-commerce business by delays in processing of data, delivery of databasesto KPAY and services, client data and day-to-day management of our business. KMALL, including:

While all of our operations will have disaster recovery plans in place they might not adequately protect us.and we plan to carry property and business interruption insurance, preventive measures and insurance coverage may be inadequate. Despite any precautions we take and PT Kinerja Indonesia already has in place,undertake, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-insnatural disasters, outbreak of war, escalation of hostilities, acts of terrorism, and similar events at theirPT Kinerja’s computer facilities could result in interruptions in the flow of data to our customers.users. In addition, any failure by the computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a server failure, we could be required to transfer our client/customeruser data operations to an alternative provider of server hosting services. Such a transfer could result in delays in our ability to deliver our services to our customers.customers and increased operating costs.

To

If glitches and errors interrupt user experience with our services, our Company may attract negative publicity and incur further cost to remedy the extent that glitches or errors cause our Portal to malfunction and our customers' use of Portal is interrupted, our reputation in our Initial Target Markets could suffer and our potential revenues could decline or be delayed until such glitches or errors are remedied, which will not be within our control.situation. We may also be subject to liability forif the glitches and malfunctions.malfunctions cause breach of the security of user proprietary information. There can beis no assurance that despite the expertise of PT Kinerja Indonesia, glitches and/or errors in our service or new releases or upgradestechnical difficulties will not occur resulting in lossthe normal course of future revenues or delaybusiness of PT Kinerja. Resulting business consequences may include decrease in market acceptance of our services and products, loss of trust from our existing customers, diversion of development resources and management attention, damage to our reputation, potential litigation, orand increased service costs, any of which would have a material adverse effect upon our business, operating results and financial condition.

Long-term disruptions

Change in the Portal infrastructure provided by PT Kinerja Indonesia caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving locations in Indonesia for which we will have no control, could adversely effectCredit card associations rules may harm our e-commerce business. Although, we plan to carry property and business interruption insurance for our business operations, our coverage might not be adequate to compensate us for all losses that may occur.

We face risks related to the storage of customers' confidential and proprietary information.

Our KinerjaPay.com website, which will be maintained by PT Kinerja Indonesia, is designed to maintain the confidentiality and security of our customers' confidential and proprietary data that are stored on their server systems, which may include sensitive personal data. However, any accidental or willful security breaches or other unauthorized access to these data could expose us to liability for the loss of such information, time-consuming and expensive litigation and other possible liabilities as well as negative publicity which may be expected to adversely effect our business and operations. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are difficult to recognize and react to. We must rely on PT Kinerja Indonesia which may be unable to anticipate these techniques or implement adequate preventative or reactionary measures.

We might incur substantial expense to further develop and commercially exploit our KinerjaPay.com Portal which may never become sufficiently successful.

Our growth strategy requires the successful expansions of our e-commerce business and our KinerjaPay.com website. Although management will take every precaution to ensure that our Portal will, with a high degree of likelihood, achieve market acceptance and therefore commercial success, there can be no assurance that this will be the case. The causes for commercial failure can be numerous, including:

Ÿ market demand for our e-commerce products and services prove to be smaller than we expect;
Ÿ competitive e-commerce providers, either presently in our Initial Target Markets or who join our Initial Target Markets may have superior performanceand, as a result, greater market accpetance;
Ÿ further Portal development turns out to be more costly than anticipated or takes longer;
Ÿ our Portal requires significant adjustment to changing market conditions, rendering the Portal uneconomic or extending considerably the likely investment return period;
Ÿ additional regulatory requirements are imposed which increase the overall costs of running our Portal;
Ÿ Customers may be unwilling to adopt and/or use our Portal.

Card associationCredit card associations rules may change or certain practices could negatively affect our electronic payment service business and, if we do not complyincompliance with these rules couldmay result in our inability to accept credit cards.cards from our customers. If we are unable to accept credit cards, our competitive position would be critically damaged.

We are not a bank and as a result we are barred from belonging to andor directly access theany credit card associations or the bank payment network.networks. We must therefore rely on banks, credit card companies, and their respective service providers to process our transactions. We must comply with the operating rules of the credit card associations and bank payment networks as they apply to merchants.all merchants dealing on our Portal. The associations'association’s member banks set these rules, and the associations interpretassociation interprets the rules. Some of those member banks compete with us.us in providing electronic payment services to customers and businesses. Credit card associationsCard Association could adoptissue new operating rules or change interpretations of existing rules which we may find difficult or even impossible to comply with, in which case we could lose our ability to giveprovide customers with the option of using credit cards to support their payments. If we were unable to accept credit cardsprocess payments and thus lose our competitive position would be critically damaged.

We face considerable risks of loss due to fraudfinancial institutions and/or disputes between senders and recipients. If we are unable to deal effectively with losses from fraudulent transactions, our losses from fraud would increase, and our business would be materially adversely effected.other electronic payment solution providers.

We face significant risks of loss due to fraud and disputes between senders and recipients, including:

Ÿ unauthorized use of credit cards andWe rely on a single bank account information and identity theft;
Ÿ for payment processing.merchant fraud and other disputes;
Ÿ system security breaches;
Ÿ fraud by employees; and
Ÿ use of

Bank Central Asia (“BCA”) currently processes our system for illegal purposes.

When a sender pays a merchant for goods or services through our Portal using a credit card and the cardholder is defrauded or otherwise disputes the charge, the full amount of the disputed transaction gets charged back to usbank transactions and our credit card processor levies additional fees against us, unless we can successfully challenge the chargeback. Chargebacks may arise from the unauthorized usetransactions. BCA also provides payment processing services to some of a cardholder'sour competitors and offers credit card number or from a cardholder's claim that a merchant failedprocessing services directly to perform.online merchants. If our chargeback rate becomes excessive,cooperative relationship with BCA become unsustainable, we may not be able to find alternative bank, credit card associations also can require us to pay fines and could terminate our ability to accept their cards for payments. We cannot assure you that chargebacks will not arise in the future.

We have taken measures to detect and reduce the risk of fraud, but we cannot assure you of these measures' effectiveness. If these measures do not succeed, our business will be adversely effected.

We may incur chargebackscompanies and other losses from merchant fraud, payment disputes and insufficient funds, and our liability from these items could have a material adverse effect on our business and resultservice providers quickly at acceptable terms to prevent any disruption in our losing the right to acceptservice.

Increase in transactions processed by credit cards for payment as a result of which our ability to compete could be impaired, and our business would suffer.

While KinerjaPay did not incur any chargebacks during 2015, wecard may incur losses from merchant fraud, including claims from customers that merchants have not performed, that their goods or services do not match the merchant's description or that the customer did not authorize the purchase. Our liability for such items could have a material adverse effect on our business, and if they become excessive, could result in our losing the right to accept credit cards for payment.

Unauthorized use of credit cards and bank accounts could expose us to substantial losses. If we are unable to detect and prevent unauthorized use of cards and bank accounts, our business would suffer.

The highly automated nature of, and liquidity offered by, our Portal makes us an attractive target for fraud. In configuring our Portal technology, we face an inherent trade-off between customer convenience and security. We believe that several of our current and former competitors in the electronic payments business have gone out of business or significantly restricted their businesses largely due to losses from this type of fraud. We expect that technically knowledgeable criminals will continue to attempt to circumvent our anti-fraud systems. During the year ended December 31, 2015, KinerjayPay did not incur any chargebacks but there can be no assurance that we will not incur chargebacks in the future.

Security and privacy breaches in our Portal may expose us to additional liability and result in the loss of customers, either of which events could harm our business and cause our stock price to decline.

Our inability, or the inability of PT Kinerja Indonesia, as the case may be, to protect the security and privacy of our electronic transactions could have a material adverse effect on our profitability. A security or privacy breach could:

Ÿ expose us to additional liability;
Ÿ increase our expenses relating to resolution of these breaches; and
Ÿ transaction cost.discourage customers from using our product.

We cannot assure you that our system applications designed for data security will effectively counter evolving security risks or address the security and privacy concerns of existing and potential customers. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations.

We could incur substantial losses from employee fraud and, as a result, our business would suffer.

The type and scale of electronic payments that we handle for our customers makes us vulnerable to employee fraud or other internal security breaches. We cannot assure you that our internal security systems will prevent material losses from employee fraud.

Our Portal might be used for illegal or improper purposes, which could expose us to additional liability and harm our business.

Despite measures we have taken to detect and prevent identify theft, unauthorized uses of credit cards and similar misconduct, our electronic online payment portal remains susceptible to potentially illegal or improper uses. These may include illegal online gaming, fraudulent sales of goods or services, illicit sales of prescription medications or controlled substances, software and other intellectual property piracy, money laundering, bank fraud, child pornography trafficking, prohibited sales of alcoholic beverages and tobacco products and online securities fraud. Despite measures we have taken to detect and lessen the risk of this kind of conduct, we cannot assure you that these measures will succeed. Our business could suffer if customers use our system for illegal or improper purposes.

In addition, we classify merchants who historically have experienced significant chargeback rates, such as online gaming-related service providers and online gaming merchants as "higher risk". The legal status of many of these higher risk accounts is uncertain, and if these merchants are prohibited or restricted from operating in the future, our revenue from fees generated from these accounts would decline. Proposed legislation has been introduced in Indonesia that operation of an Internet gaming business, sales of alcoholic beverages and other activities violates Indonesian law, and to prohibit payment processors such as us from processing payments for those activities. If merchants accept these illegal activities, we could be subject to civil and criminal lawsuits, administrative action and prosecution for, among other things, money laundering or for aiding and abetting violations of law. We would lose the revenues associated with these accounts and could be subject to material penalties and fines, both of which would seriously harm our business.

Our status under certain Indonesian and international financial services regulation is unclear. Violation of or compliance with present or future regulation could be costly, expose us to substantial liability, force us to change our business practices or force us to cease offering our current product.

We operate in an industry subject to government regulation. We currently are subject to certain Indonesian regulations in our role as money transfer agent and are therefore subject to Indonesian electronic fund transfer and money laundering regulations. In the future, we might be subjected to:

Ÿ banking regulations;
Ÿ additional money transmitter regulations and money laundering regulations;
Ÿ international banking or financial services regulations or laws governing other regulated industries; or
Ÿ U.S. and international regulation of Internet transactions.

If we are found to be in violation of any current or future regulations, we could be:
Ÿ exposed to financial liability, including substantial fines which could be imposed on a per transaction basis and disgorgement of our profits;
Ÿ forced to change our business practices; or
Ÿ forced to cease doing business altogether or with the residents of one or more states or countries.

However, we cannot assure you that the steps we have taken to address any regulatory concerns will be effective. If we are found to be engaged in an unauthorized banking business, we might be subject to monetary penalties and adverse publicity and might be required to cease doing business. Even if the steps we have taken to resolve any concerns are deemed sufficient by the regulatory authorities, we could be subject to fines and penalties for our prior activities. The need to comply with laws prohibiting unauthorized banking activities could also limit our ability to enhance our services in the future.

We are subject to laws and regulations on money laundering and reporting of suspicious activities that could have a material adverse impact on our business and could subject us to civil and criminal liability.

We are subject to U.S. money laundering laws and regulations that prohibit, among other things, our involvement in transferring the proceeds of criminal activities. These laws and regulations require us to operate an anti-money laundering program that contains at least the following elements: written policies and procedures (including those relating to customer identification), training for employees, designation of a compliance officer, and regular independent review of the program. We have adopted a program to comply with these regulations, but any errors or failure to implement the program properly could lead to lawsuits, administrative action, fine and/or prosecution by the government. The interpretation of suspicious activities in this context is uncertain. Future regulations under the USA Patriot Act may require us to revise the procedures we take to verify the identity of our US based customers and to monitor more closely international transactions. These regulations could impose significant costs on us or make it more difficult for new customers to join our network. We could be required to learn more about our customers before opening an account, to obtain additional verification of international customers, or to monitor our customers' activities more closely. These requirements could raise our costs significantly and reduce the attractiveness of our payment portal. Failure to comply with US money laundering laws could result in significant criminal and civil lawsuits, penalties and forfeiture of significant assets.

Even if we comply with these enforcement agencies could seize customer funds that are proceeds of unlawful activity, which could result in adverse publicity for us and affect our business adversely. If certain customers or merchants are involved in illegally operations, we may be subject to civil or criminal prosecution for numerous laws, including but not limited to money laundering laws. In addition, future regulation in this area is likely, and we cannot predict how such regulation would affect us. Complying with such regulation could be expensive or require us to change the way we operate our business.

Our status under banking or financial services laws or other laws in countries outside Indonesia is unclear. The cost of obtaining any required licenses or regulatory approvals in other countries could affect our future profitability.

We currently offer our e-commerce products and services to customers both within and outside of Indonesia. However, during 2015, we did not process any credit cards outside of Indonesia. It is not clear whether, in order to provide our product in compliance with local law, we need to be regulated as a bank or financial institution or otherwise. If we were found to be subject to and in violation of any foreign laws or regulations, we could be subject to liability, forced to change our business practices or forced to suspend operations in one or more countries. Alternatively, we could be required to obtain licenses or regulatory approvals that could impose a substantial cost on us and involve considerable delay to the development of our product. Implementation of our plans to enhance the attractiveness of our product for international customers, in particular our plans to offer customers the ability to transact business in major currencies in addition to the Indonesian currency, will increase the risks that we could be found in violation of laws or regulations in countries outside Indonesia.

We are subject to Indonesian and foreign government regulation of the Internet, the impact of which is difficult to predict. We could be exposed to significant liabilities and expenses if we are required to comply with new or additional regulations, and as a result, our business could suffer.

There are currently few laws or regulations that apply specifically to the sale of goods and services on the Internet. The application to us of existing laws and regulations relating to issues such as banking, currency exchange, online gaming, electronic contracting, consumer protection and privacy is unclear. Our liability if our customers violate laws on pricing, taxation, impermissible content, intellectual property infringement, unfair or deceptive practices or quality of services is also unclear. In addition, we may become subject to new laws and regulations directly applicable to the Internet or our activities. Any existing or new legislation applicable to us could expose us to substantial liability, including significant expenses necessary to comply with these laws and regulations, and reduce use of the Internet on which we depend.

An increase in the taxation of electronic commerce transactions may make the Internet less attractive for consumers and businesses, which could have a material adverse effect on our business, results of operations and financial condition.

Our financial success will remain highly sensitive to changes in the rate at which our customers fund payments using credit cards rather than bank account transfers. Our profitability could be harmed if the rate at which customers fund using credit cards goes up.

We pay significant amount of transaction fees depending on issuing banks’ policies, which ranges from 0% to 3% when senderspayers fund payment transactions using credit cards, nominal fees when customerspayers fund payment transactions by electronic transfer of funds from bank accounts, and no fees when customerspayers fund payment transactions from an existing e-wallet account balance with us. SendersUsers may resistprefer funding payments by electronic transfer from bank accountscredit card because of the greatercertain protection and benefits offered by credit cards, including the ability to dispute and reverse merchant charges, becauseoffering cash reward and incentive programs. Our transaction fees may increase significantly which in turn squeeze our profit margin in electronic payment service if increasing number of frequent flier miles or other incentives offered by credit cards or because of generalized fears regarding privacy or loss of control in surrendering bank account informationusers switch to a third party.

We rely on financial institutions, including several current or potential competitors, to process our payment transactions. Should any of these institutions decide to stop processing our payment transactions, our business could suffer.

Not being a bank, we cannot belong to and directly access theusing credit card associations or the bank payment network. As a result, we must rely on banks oras their independent service operators to process our transactions. Bank Central Asia ("BCA") currently processes our bank transactions and will soon also process our credit card transactions. BCA also provides payment processing services to somepreferred method of our competitor and offers credit card processing services directly to online merchants. If we could not obtain processing services on acceptable terms, and if we could not switch to another processor quickly and smoothly, our business could suffer materially.

Increases in credit card processing fees could increase our costs, affect our profitability, or otherwise limit our operations.payment.

From time to time, creditCredit card associations increase the interchange fees that they charge for each transaction using their cards. Our credit card processors have the right to pass any increases in interchange fees on to us. Any such increased fees could increase our operating costs and reduce our profit margins.margin. Furthermore, our credit card processors require us to pledge cash as collateral with respect to our acceptance of certain credit cards and the amount of cash that we are required to pledge could be increasedincrease at any time.

Customer complaints or negative publicity about our product and customer service could affect use of our product adversely and, as a result, our business could suffer.

Customer complaints or negative publicity about our product and customer service could diminish consumer confidence in and use of our product. Breaches of our customers' privacy and our security measures could have the same effect. Measures we sometimes take to combat risks of fraud and breaches of privacy and security, such as freezing customer funds, can damage relations with our customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities and disputes. We may receive negative media coverage, as well as public criticism regarding customer disputes. Effective customer service requires significant personnel expense,incur liabilities and this expense, if not managed properly, could impact our profitability significantly. The number of customer service and sales representatives that KinerjaPay employed or contracted, prior to the grant of our License, increased from three in February 2015 to six as of December 31, 2015. Any inability by us to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers' confidence.

We have limited experience in managing and accounting accurately for large amounts of customer funds. Our failure to manage these funds properly would harm our business.

Our ability to manage customer funds requires a high level of internal controls. We have neither an established operating history nor proven management experience in maintaining, over a long term, these internal controls. As our business continues to grow, we must strengthen our internal controls accordingly. Our success requires significant public confidence in our ability to handle large and growing transaction volumes and amounts of customer funds. Any failure to maintain necessary controls or to manage accurately customer funds could diminish customer use of our product severely.

Our inability to manage growth could affect our business adversely and harm our ability to become profitable.

To support our growth plans, we may need to expand our existing management, financial and human resources, sales and marketing and customer service, We may be unable to expand these areas and to manage our growth successfully, and this inability would adversely affect our business.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

In recent years, there have been several changes in laws, rules, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and various other new regulations promulgated by the SEC and rules promulgated by the national securities exchanges.

The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies, including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensation committee reforms and enhanced pay-for-performance disclosures. While some provisions of the Dodd-Frank Act were effective upon enactment, others will be implemented upon the SEC's adoption oflosses related rules and regulations. The scope and timing of the adoption of such rules and regulations is uncertain and accordingly, the cost of compliance with the Dodd-Frank Act is also uncertain.

In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal control over financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley Act ("Section 404"), and our independent registered public accounting firm is required to attest to our internal control over financial reporting.

Our testing, or the subsequent testing by our independent registered public accounting firm may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expenses and expend significant management efforts. We currently have limited internal audit capabilities and will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

These and other new or changed laws, rules, regulations and standards are, or will be, subject to varying interpretations in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result.

Onlineelectronic payment processing liability is inherent in the industry andbusiness; insurance coverage is expensive and difficult to obtain, we may be exposed to large lawsuits.lawsuits and monetary penalties that will harm our business.

Our business exposes us to potential liability risks which are inherent in the online payment processing business. Whilee-commerce market. As we will take precautionspreventive measures we deem to be appropriate to avoid potential liability suitsclaims against us, there can be no assurance that we will be ablecan avoid exposure to avoid significant liability exposure.claims. Liability insurance for electronic payment processing industry is generally expensive. We also plan to obtain liability professional indemnity insurance coverage for our Portal services. There can be no assurance that we will be able to obtain such coverage on acceptable terms, or that any insurance policy will provide adequate protection against potential claims. A successful liability claim brought against us may exceed any insurance coverage secured by us and could have a material adverse effect on our results or ability to continue our Portal.business.

We also plan

The loss of market share in the mobile phone credit top-up business or a change in mobile phone bill payment method could harm our business.

Currently we are one of the few players in Indonesia providing mobile phone credit top-up service to obtain Directorsour electronic payment service users. The business contributes a significant amount of revenue to our Company. During the year ended December 31, 2018, revenue generated from mobile phone credit top-up service amounts to $1,412,303. There can be no assurance that customers will continue to favor our service if other competitors offer more affordable and Officers Liability Insuranceconvenient payment options. If mobile service providers offer payment options using credit cards or bank accounts directly, our service may be obsolete and certain commercial and personal property insurance.

We may have to establish a reserve funds for potential liability claims. If we experience liability claims, it would have acause material adverse effect on our business, operating results and financial condition.

We may be unable to compete successfully against current and future competitors.

The e-commerce market in Indonesia has become very active only during the past several years with a few major companies that were funded by big institutional investors. Some current and potential competitors have longer operating histories, larger customer bases and greater brand recognition in other business and Internet sectors than we do. To a lesser extent, there are local and a few regional companies that have entered the e-commerce market. The products being offered in the marketplace have typically been physical items across few different categories such as electronics and gadgetry, fashion items and household goods. These e-commerce entities typically are charging transaction fees of from 2% to 5% per transaction.

Customer complaints or negative publicity about our product and customer service could harm our business.

Customer complaints or negative publicity about our products and services could tarnish our reputation and decrease customer confidence. Customer complaints may stem from system malfunction, server shutdown, breach of privacy, fraud, disputes around online transactions, and inadequate customer service towards issues and disputes. Measures we sometimes take to combat risks of fraud and breaches of privacy and security, such as freezing customer funds, can damage relations with our customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities and disputes. We may receive negative media coverage, as well as public criticism regarding customer disputes. Effective customer service requires significant personnel expense, and if not managed properly, could adversely impact our business. We expect to employ more customer service and sales representatives at PT Kinerja. Any inability to manage or train our customer service representatives properly could compromise our ability to handle customer complaints effectively. If we do not handle customer complaints effectively, our reputation may suffer and we may lose our customers’ confidence in our business.

We have limited experience in managing and accounting accurately for large amounts of customer funds. Our failure to manage these funds properly would harm our business.

Our ability to manage customer funds requires a high level of internal controls. We have neither an established operating history nor proven management experience in maintaining, over a long term, these internal controls. With limited experience, we may mishandle a single large transaction or encounter technical difficulty in surging volume of transactions. Any failure to maintain controls over large amount of customer funds can hurt consumer confidence and drive away large merchants.

We face considerable risks of loss due to fraud and/or disputes between senders and recipients. If we are unable to deal effectively with losses from fraudulent transactions and user disputes, our losses would increase, and our business would be materially adversely affected.

We face significant risks of losses and liabilities to fraud and disputes between senders and recipients, including:

Illegitimate transactions can expose us to governmental and regulatory sanctions as well as potentially prevent us from satisfying our contractual obligations to our third party partners, which may cause us to be in breach of our obligations. The highly automated nature of our payments services may make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services such as alcoholic beverages, tobacco products, prescription medications, controlled substances, pirated software and intellectual properties, illegal online games, illegal activities such as money laundering, bank fraud, child pornography trafficking, online securities fraud, and terrorist financing.

In the event that a billing dispute between a buyer and a seller is not resolved in favor of the seller, including in situations where the seller engaged in fraud, the transaction is typically “charged back” to the seller and the purchase price is credited or otherwise refunded to the buyer. If we are unable to collect chargebacks or refunds from the seller’s account, or if the seller refuses to or is unable to reimburse us for chargebacks or refunds due to closure, bankruptcy, or other reasons, we may bear the loss for the amounts paid to the buyer. If our chargeback rate becomes excessive, credit card associations may require us to pay fines and could terminate our ability to accept their cards for payments.

In configuring our payments services, we face an inherent trade-off between security and customer convenience. We believe that several of our current and former competitors in the electronic payments business have gone out of business or significantly restricted their businesses largely due to fraudulent transactions. We expect that technically knowledgeable criminals will continue to attempt to circumvent our anti-fraud systems. Our current business and anticipated growth will continue to place significant demands on our risk management and compliance efforts, and we will need to continue developing and improving our risk management infrastructure, techniques, and processes. If our risk management policies and processes contain errors or are otherwise ineffective, we may suffer large financial losses, we may be subject to civil and criminal liability, and our business may be materially and adversely affected.

We have entered into collaborations and may form or seek collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.

We may form or seek strategic alliances, create joint ventures or collaborations, or enter into additional licensing arrangements with third parties that we believe will complement or augment our development efforts with respect to our e-commerce business and any future products or services that we may develop. Any of these relationships may require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute our existing stockholders, or disrupt our management and business. In addition, we face significant competition in seeking appropriate strategic partners for which the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic partnership because our e-commerce business may be deemed to be too early stage for collaborative effort and third parties may not view our business model as having the requisite potential to demonstrate security and scalability. Further, collaborations involving our services and products, are subject to numerous risks, which may include the following:

As a result, if we enter into collaboration agreements and strategic partnerships or license our products or businesses, we may not be able to realize the benefit of such transactions if we are unable to successfully integrate them with our existing operations and company culture, which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following a strategic transaction or license, we will achieve the revenue or specific net income that justifies such transaction. Any delays in entering into new collaborations or strategic partnership agreements or any unexpected termination of the existing relationships could cause loss of revenue streams and user base in the short term, and would harm our business prospects, financial condition, and results of operations.

We may need to raise additional capital to fund continuing operationshave established current business model by acquisitions of requisite technology infrastructure and an inability to raise the necessary capital or to do so on acceptable terms could threaten the success of our business.

We currently anticipate that our available capital resources will be sufficient to meet our expected working capital and capital expenditure requirements for the six-month ended June 30, 2016. We anticipate that we may require an additional funding during the next twelve month period from June 2016 through June 2017 to fulfill our business plan. However, such resourcesintellectual properties; future acquisitions may not be sufficient to fundsuccessful or may not realize the long-term growthperformance we expect from business integration.

Corporate and product acquisition is an important part of our business. If we determine that it is necessary to raise additional funds, we may choose to do so through strategic collaborations, licensing arrangements, public or private equity or debt financing, a bank line of credit, or other arrangements.

We cannot be sure that any additional funding will be available on terms favorable to us or at all. Any additional equity financing may be dilutive to our stockholders, new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock. Debt or equity financing may subject us to restrictive covenants and significant interest costs. If we obtain funding through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to our product or marketing territories. If we are unable to obtain the financing necessary to support our operations, we may be required to defer, reduce or eliminate certain planned expenditures or significantly curtail our operations.

We may need to increase the size of our organization, and may experience difficulties in managing growth.

At present, we are a small company. We expect to experience a period of expansion in headcount, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate new managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

The loss of key personnel could adversely affect our business.strategy. We may not be able to hire and retain qualified personnel to support our growth.

Our success depends to a significant extent upon the efforts of Mr. Edwin Ng, our Chairman and control shareholder, and other key senior personnel that we expect to join our professional and sales staff during the first quarter of 2016 and thereafter. The loss of the services of such personnel and the inability to hire ands retain of such personnel could adversely affect our business and our ability to implement our growth plan. We cannot assure you that the services of the members of our management team will continue to be available to us, or that we will be able to find a suitable replacement for any of them. We do not have key man insurance on any members of our management team. If any member of our management team were to die and we are unable to replace either or both of them for a prolonged period of time, we may be unable to carry out our long term business plan and our future prospect for growth, and our business, may be harmed.

Our success is dependent upon our ability to attract, train, manage and retain qualified personnel. There is substantial competition for qualified personnel, and an inability to recruit or retain qualified personnel may impact our ability to implement our strategy to grow our business.

We plan to grant stock options or other forms of equity awards in the future as a method of attracting and retaining employees, motivating performance and aligning the interests of employees with those of our stockholders. There are no other options and/or equity awards outstanding under existing equity compensation agreements or otherwise. If we are unable to adopt, implement and maintain equity compensation arrangements that provide sufficient incentives, we may be unable to retain our existing employees and attract additional qualified candidates. If we are unable to retain our existing employees, including qualified technical personnel, and attract additional qualified candidates, our business and results of operations could be adversely effected.

We expect to face strong competition in our market, which we expect will evolve rapidly. Some of our competitors are more established and better capitalized than we are and if we do not compete effectively, the demand for our electronic payment product may decline, and our business would suffer.

Some of our competitors are well known, more established and better capitalized than we are and we may be unable to establish market share. As such, they may have at their disposal greater marketing strength and economies of scale and, as they may have additional products and/or services at more competitive price. They may also have more resources to expend to create more innovative payment processing products in competition with ours. Accordingly, we may not be successful in competing effectively for market share.

The market for online electronic payments is emerging, intensely competitive and characterized by rapid technological change. We compete with existing online payment methods and other companies, including, among others:

Ÿ Tokopedia
Ÿ Bukalapak
Ÿ Lazada
Ÿ Zalora
Ÿ OLX
Ÿ Blibli
Ÿ Payment processors such as Doku and Veritrans

Our competitors may respond to new or emerging technologies and changes in customer requirements faster and more effectively than we can. These competitors have offered, and may continue to offer, their services for free in order to gain market share and we may be forced to lower our prices in response. We also compete with providers of traditional payment methods, particularly credit cards, checks, money orders and Automated Clearing House, or ACH, transactions.

We may license our Portal technology or collaborate with third parties in various potential markets.

We believe collaboration will allow us to leverage our resources and to access new markets while avoiding the cost of establishing or maintaining a direct market presence. We may incur significant costs in the use of third parties to identify and assist in establishing relationships with potential licensee. We currently have no presence outside of Indonesia. We plan to license our Portal technology and expand geographically.

To penetrate new markets, we may need to enter into license and/or collaborative agreements to assist in the commercialization of our Portal technology. We may choose to license our Portal technology to third parties as opposed to pursuing commercialization ourselves. Establishing strategic collaborations is difficult and time-consuming. Potential licensees and/or collaborators may reject collaborations based upon their assessment of our financial or intellectual property position and our internal capabilities. Discussions with potential licensees and/or collaborators may not lead to the establishment of license and/or collaboration agreements on favorable terms and may have the potential to provide licensees and/or collaborators with access to our key intellectual property. We may have limited control over the amount and timing of resources that any future licensees or collaborators devote to our Portal technology. These licensees and/or collaborators may breach or terminate their agreements with us or otherwise fail to conduct their collaborative activities successfully and in a timely manner. By entering into collaboration, we may preclude opportunities to collaborate with other third parties who do not wish to associate with our existing third party strategic partners. Moreover, in the event of termination of a license and/or collaboration agreement, termination negotiations may result in less favorable terms.

Our future revenues from international markets will subject us to foreign currency exchange and other risks and costs which could harm our business.

We expect that a substantial portion of our future revenues will be derived from Indonesia. We will be subject to the effects of exchange rate fluctuations. Our functional currency is the Indonesian Rupiah. For the preparation of our consolidated financial statements, the financial results are translated into U.S. dollars using average exchange rates during the applicable period. If the U.S. dollar appreciates against the Rupiah, as applicable, the revenues we recognize from sales will be adversely impacted. Foreign exchange gains or losses as a result of exchange rate fluctuations in any given period could harm our operating results and negatively impact our revenues. Additionally, if the effective fees of our Portal services were to increase as a result of fluctuations in foreign currency exchange rates, demand for our services could decline and adversely affect our results of operations and financial condition.

We intend not to use hedging strategies to help offset the effect of fluctuations in foreign currency exchange rates. Movements in foreign currency exchange rates could impact our financial results positively or negatively in one period and not another, making it more difficult to compare our financial results from period to period.

We may not be able to successfully expand our business through acquisitions.

We review corporate and product acquisitions as a part of our growth strategy. If we decided to undertake an acquisition, we may not be able to successfully integrate it in order to realize the full benefit of such acquisition. Factors which may affect our ability to grow successfully through acquisitions include:

Ÿ inability to identify suitable targets given the relatively narrow scope of our business;
Ÿ inabilitybusiness. We may not be able to obtainclose an acquisition or additional working capital financinglose to other competitors due to inadequate capital funding. If we make strategic acquisitions to expand our existing business lines or develop new business services or products, the target may be loss-making; we may incur significant operating expenses and capital expenditure which will adversely impact our financial condition;
Ÿ difficultiesresults. The acquired business may compete directly or indirectly with one or more of our existing strategic partners or collaborators, thus negatively impacting other existing revenue streams. There is no assurance that we will be able to realize the expected benefits of synergies and expensesgrowth opportunities in connection with integrating the acquired companies and achieving the expected benefits;
Ÿ diversion of management's attention from current operations;
Ÿ the possibility that we may be adversely affected by risk factors facing the acquired companies;
Ÿ acquisitionsthese acquisitions. Acquisition could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common shares to the shareholders of the acquired company,commons stocks, may be dilutive to our existing shareholders;
shareholders.

Ÿ New lines of business or new products and services may subject us to additional risks.potential losses

From time to time, we may implement new lines of business or offer new services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service.

In forming PT Kinerja SP, a new wholly-owned subsidiary in an effort to develop our KFUND brand and tap into peer-to-peer micro-lending market, we anticipate the launching cost will be approximately $175,000. There is no assurance that the business will materialize in the near future. Failure to successfully launch the business, integrate it into our existing operations and manage risks related to the new business could have a material adverse effect on our business, results of operations and financial condition.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brand.

Our proprietary technology, domain name and licenses and other intellectual property rights are critical to our success. We rely on, and expect to continue to rely on, existing KinerjaPay IP backed by PT Kinerja, any proprietary technology developed internally and other intellectual property rights acquired through various third party collaborative relationships to build our continuing business and brand. However, various events outside of our control may pose a threat to our intellectual property rights, as well as to our products and services. Effective protection of our proprietary technology, domain names, and licenses is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights. Our intellectual property rights may be infringed, misappropriated, or challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Our agreements with employees and third parties that place restrictions on the use and disclosure of any intellectual property rights may be insufficient or may be breached, or we may not enter into sufficient agreements with such individuals in the first instance, in either case potentially resulting in the unauthorized use or disclosure of our proprietary technology and other intellectual property, including to our competitors, which could cause us to lose any competitive advantage resulting from undiscovered liabilitiesthis intellectual property.

Cyber-attacks or other security breaches could have a material adverse effect on our business.

In the normal course of acquired companiesbusiness, we collect, process and store certain personal and other sensitive information from users of our electronic payment service and virtual marketplace, which makes it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. While we have taken steps to protect the confidential information that we have access to, our security measures could be breached. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not covered by the indemnificationrecognized until they are launched against a target, we may obtain frombe unable to anticipate these techniques or to implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our platform could cause confidential borrower and lender information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the seller; and
Ÿ loss of key employeesthe information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with borrowers and lenders could be severely damages, we could incur significant liability and our business and operations could be adversely affected.

We face increasing competition in the acquired companies.Indonesian e-commerce market.

We compete in the Indonesian market, which is characterized by vigorous competition, changing technology, changing customer needs, evolving industry standards, and frequent introductions of new products and services. We expect competition to intensify in the future as existing and new competitors introduce new services or enhance existing services. We compete against many companies to attract customers, and some of these companies have greater financial resources and substantially larger bases of customers than we do, which may provide them with significant competitive advantages. These companies may devote greater resources to the development, promotion, and sale of products and services, and they may offer lower prices or more effectively introduce their own innovative products and services that adversely impact our growth. Mergers and acquisitions by these companies may lead to even larger competitors with more resources. We also expect new entrants to offer competitive products and services. Certain merchants have long-standing exclusive, or nearly exclusive, relationships with our competitors to accept payment cards and other services that we offer. These relationships may make it difficult or cost-prohibitive for us to conduct material amounts of business with them. Competing services tied to established brands may engender greater confidence in the safety and efficacy of their services. If we are unable to differentiate ourselves from and successfully compete with our competitors, our business will be materially and adversely affected. We may, from time to time, make adjustments to pricing, service scope or marketing strategies that are unwelcomed by our users as we respond to changing competitive landscape in the market, which could reduce activity on our Portal and harm our business.

Our notable competitors in the electronic payment services sector include payment processors such as Doku and Veritrans. Our notable competitors in the virtual marketplace sector include Tokopedia, Bukalapak, Shopee, Lazada, Zalora, OLX, and Blibli.

We have limited or no experience competing in certain international markets, where we hope to compete, beyond Indonesia. Our

We intend to expand our business in selected international expansion plans willmarkets, initially in the Southeast Asian region. We may face challenges in expanding our international and cross-border businesses and operations which may expose us to greater political, intellectual property, regulatory, exchange rate fluctuation and other risks.We will face risks associated with expanding into markets in which we have limited or no experience, in which we may be less well-known or have fewer available local resources and in which we may need to localize our business practices, culture and operations. We may be unable to attract a sufficient number of customers and other participants, fail to anticipate competitive conditions or face difficulties in operating effectively in these new markets. We may also face protectionist policies that could, harmamong other things, hinder our business.

In the year ended December 31, 2015, KinerjaPay generated approximately 14% of its revenue from transactions outside of Indonesia. We intendability to expand useexecute our business strategies and put us at a competitive disadvantage relative to domestic companies in other jurisdictions. The expansion of our products in selected international markets, initially in the Southeast Asian region. If we could not continue our expansion into international markets, our business could suffer. Accordingly, we anticipate devoting significant resources and management attention to expanding international opportunities. Expanding internationally subjectscross-border businesses will also expose us to a numberrisks inherent in operating businesses globally, including:

Our business is subject to extensive regulation and oversight in a variety of areas, all of which are subject to change and uncertain interpretation.

We are currently subject to Indonesian electronic fund transfer and money laundering regulations in our capacity as a money transfer agent. As we seek to build a trusted and secure platform for e-commerce, and as we expand our network of users and facilitate their transactions and interactions with one another or otherwise evolve our products and services, we will increasingly be subject to laws and regulations relating to the payment processing, collection, use, retention, privacy, security, and transfer of information, including the personally identifiable information of our employees and users. In the future, we may be further subject to:

If we are found to be engaged in any unauthorized banking business, we may be subject to monetary penalties and be required to cease business. We may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and these changes may in turn impair our ability to offer our existing or planned features, products, and services and/or increase our cost of doing business. In addition, if our practices are not consistent or viewed as not consistent with legal and regulatory requirements, including changes in laws, regulations, and industry standards or new interpretations or applications of existing laws, regulations, and standards, we may become subject to audits, inquiries, adverse media coverage, investigations, or criminal or civil sanctions, all of which may have an adverse effect on our reputation, business, results of operations, and financial condition.

It may be difficult to enforce a U.S. judgment against us, our officers and directors and the foreign persons named in this Annual Report on Form 10-K in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or serve process on our officers and directors and these experts.

While we are incorporated in the State of Delaware, currently a majority of our directors and executive officers are not residents of the United States, and the foreign persons named in this Annual Report on Form 10-K are located in Indonesia. Other than our cash assets held in our U.S. bank accounts, all of our operating assets are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons in a U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in foreign countries in which we operate. Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign countries are not necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign countries law. There is little binding case law in foreign countries addressing the matters described above.

Our reported financial statements and results may be materially and adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial statements and results and could materially and adversely affect the transactions completed before the announcement of a change. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes, and controls. Changes in any new standards may result in materially different financial statements and results and may require that we change how we process, analyze, and report financial information and that we change financial reporting controls.

Servicing our Notes may require a significant amount of cash, and we may not have sufficient cash or the ability to transact businessraise the funds necessary to repay the Notes at maturity.

In consideration of the acquisition of PT Kinerja Indonesia in major currenciesAugust 2018, the Company issued a Promissory Note of $1,200,000 with interest of 6.00% per annum. The note is due twenty-four months from August 31, 2018. Our ability to repay full principal with interest upon note maturity will depend on our ability to generate sufficient cash flow from operations and equity financing to fulfill debt repayment. Our inability to repay the note in additionfull at maturity will lead to default and we may be responsible for additional cost related to collection and attorney fee. The Company currently runs working capital deficit as of December 31, 2018, we may not have sufficient funds to repay the Indonesian Rupiah;
indebtedness at maturity.

Ÿ The conversion of some or all of our currently outstanding convertible notes in shares of our common stock will dilute the ownership interests of existing stockholders.laws

The conversion of some or all of our currently outstanding convertible notes in shares of our common stock will dilute the ownership interests of existing stockholders. As of December 31, 2018, we had $1,304,853 outstanding notes convertible into up to our common stock based on then applicable conversion prices, which are subject to adjustment based upon applicable discounts based upon the closing market price of our common stock on the respective dates of conversion. Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to us), and business practiceseach note may not be converted during the first six-month period from the date of issuance. Any sales in the public market of the common stock issuable upon such conversion or any anticipated conversion of our convertible notes into shares of our common stock could adversely affect prevailing market prices of our common stock.

The accounting method for convertible debt securities that favor local competitors;
Ÿ may be settled in cash could have a material adverse effect on our reported financial results.multiple

Under Financial Accounting Standards Board Accounting Standards Codification 470-20, Debt with Conversion and changing laws, tax regimesOther Options (“ASC 470-20”), we are required to separately account for the liability and government regulations;
Ÿ foreign currency restrictions and exchange rate fluctuations;
Ÿ changesequity components of our convertible notes because they may be settled entirely or partially in cash upon conversion in a specific country's or region's political ormanner that reflects our economic conditions;interest cost. The effect of ASC 470-20 on the accounting for our convertible notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ deficit on our consolidated balance sheet, and
Ÿ differing intellectual property laws.

Loss the value of principalthe equity component would be treated as original issue discount for purposes of customer funds placed in bank accounts or accounts managed by us may affect adversely customer perceptions aboutaccounting for the safetydebt component of our service andconvertible notes. As a result, we will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of our convertible debt or notes to their face amount over the terms. We will report higher net loss in our financial results in part because ASC 470-20 will require interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could reduceadversely affect our payment volumereported or future financial results, the trading price of our common stock and the trading price of our ability to operateconvertible notes.

In addition, because our business profitably.

We place customer fundsconvertible notes may be settled entirely or partly in cash, under certain circumstances, these are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion are not withdrawn from our payment systemincluded in bank accountsthe calculation of diluted earnings per share except to the extent that the conversion value exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as agentif the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the customer. We seek to place customer funds in well-capitalized banks. However, customer funds couldshares issuable upon conversion of our convertible notes, then our diluted earnings per share would be lost in the event of the insolvency of one or more of these banks. If these losses occur, perceptions regarding our ability to handle customer funds may result in decreased customer balances and payment volume, which would increase our costs and reduce our revenue.adversely affected.

Risks Related to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing stockholders.

Our articles of incorporation authorize the issuance of up to 500,000,000 shares of our common stock with a par value of $0.0001 per share. As of April 22, 2019, we have approximately 236,931,976 shares of Common Stock available for issuance. Our Board of Directors may choose to issue some or all of such shares for business acquisition and for funding of operations without stockholder approval. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our company.

Our articles of incorporation authorizes the issuance of up to 10,000,000 shares of our preferred stock with a par value of $0.0001 per share. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders. As of April 22, 2019, 400,000 shares of Series A Convertible Preferred Shares issued were fully converted to 1,666,667 shares of Common Stock; 500,000 shares of Series B Preferred Shares was issued and outstanding. On November 2, 2018, we filed a Registration Statement on Form S-1 for the offering of up to 300,000 shares of Series C Preferred Stock at an offering price of $25.00 per share. The Registration Statement is pending, and we will file an amendment in response to limited SEC comments as soon as practicable after filing this Form 10-K.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933 (the “Securities Act”), as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

Edwin

Mr. Ng, our ControlControlling Shareholder and Chairman ownscontrols approximately 36%54.47% of our common stock and may be able to influence the outcome of stockholder votes and their interests may differ from other stockholders.

As of February 11, 2016,April 22, 2019, Mr. Ng, our control shareholder,controlling stockholder, executive officer and director beneficially owns 50,000,000 Shareshas voting control of 54.47% of our voting capital stock, consisting of 1,266,667 shares of our Common Stock representing approximately 36%(of which 400,000 shares of our outstanding Shares, excluding Shares underlying optionsCommon Stock pledged to secure loan to Mr. Ng) and warrants.500,000 shares of Series B Preferred Stock entitled to a number of votes equal to 51% of all matters subject to vote by the holders of Common Stock. Subject to any fiduciary duties owed to our other stockholders under Delaware law, these stockholdersthe stockholder may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have some control over our management and policies. Some of these persons may have interests that are different from yours.others. For example, these stockholders may support proposals and actions with which youothers may disagree. The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price of our stock. In addition, these stockholders could use their voting influence to maintain our existing management and directors in office, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to stockholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions.

The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 500,000,000 shares of Common Stock, $0.0001 par value per share. We have filed a Schedule 14C and Reference is made application to FINRA to implement a one-for-thirty (1:30) reverse split of our 139,610,386 shares to approximately 4,653,680 shares and upon the effective date of the reverse split we will have approximately 495,350,000 shares of Common Stock available for issuance. Additional shares may be issued by our board of directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interestsdisclosure under “Description of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our Common Stock.Our Capital Stock - Series B Preferred Stock” below.

Our Certificate of Incorporation, as amended, authorizes 10,000,000 shares of preferred stock, $0.0001 par value per share none of which are issued and outstanding as of the date of this Form 10-K. The board of directors is authorized to provide for the issuance of these unissued shares of preferred stock in one or more series, and to fix the number of shares and to determine the rights, preferences and privileges thereof. Accordingly, the board of directors may issue preferred stock which may convert into large numbers of shares of Common Stock and consequently lead to further dilution of other shareholders.

We have never paid cash dividends and do not anticipate doing sointend to pay dividends on any investments in the shares of stock of our Company in the foreseeable future.

We have never declared or paid any cash dividends, and currently do not intend to pay any dividends for the foreseeable future. The Board of Directors has not directed the payment of any dividends and does not anticipate paying dividends on our common shares. We currently planthe shares for the foreseeable future and intends to retain any future earnings to finance the growthextent necessary to develop and expand our business. Payment of our business rather than to pay cash dividends. Payments of any cash dividends, if any, will depend, among other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to legal limitations on the payment of dividends out of paid-in capital. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the future will depend onstock’s price. This may never happen, and investors may lose all of their investment in our financial condition, results of operations and capital requirements, as well as other factors deemed relevant by our board of directors.company.

Our Common Stock is subject to the "Penny Stock"“Penny Stock” rules of the SEC and the trading market in our stock is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment.

The Securities and Exchange Commission (the “SEC”) has adopted Rule 15g-9 which establishes the definition of a "penny“penny stock,"” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt,exempted, the rules require:

Ÿ That a broker or dealer approve a person's account for transactions in penny stocks; and
Ÿ The broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person'sperson’s account for transactions in penny stocks, the broker or dealer must:

Ÿ Obtain financial information and investment experience objectives of the person; and
Ÿ

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

Ÿ Sets forth the basis on which the broker or dealer made the suitability determination; and
Ÿ

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock"“penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Financial Industry Regulatory Authority, Inc. ("FINRA"(“FINRA”) sales practice requirements may limit a shareholder'sshareholder’s ability to buy and selltrade our Common Stock.

In addition to the "penny stock"“penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low pricedlow-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer'scustomer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low pricedlow-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock,make a market, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.Shares.

Our stock is thinly traded, sale of your holding may take a considerable amount of time.

The shares of our Common Stock are thinly-tradedtraded on the OTCQB Market, meaning that the number of persons interested in purchasing our Common Stock at or near bid prices at any given time may be relatively small or non-existent. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you anyThere can be no assurance that a broader or more active public trading market for our Common Stock will develop or be sustained, or that current trading levels will be sustained. Due to these conditions, we can give you no assurance that you will be able to sell your shares at or near bid prices or at all if you need money or otherwise desire to liquidate your shares.

Our share price could be volatile and our trading volume may fluctuate substantially.

The price of our Common Shares has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.30 to a high of $2.74 during the last three fiscal years. Many factors could impact future price of our common shares, including:

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Any substantial sales of our Common Stock pursuant to Rule 144 may have a material adverse effect on the market price of our Common Stock.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

In recent years, there have been several changes in laws, rules, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and various other new regulations promulgated by the SEC and rules promulgated by the national securities exchanges. The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies, including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensation committee reforms and enhanced pay-for-performance disclosures. While some provisions of the Dodd-Frank Act were effective upon enactment, others will be implemented upon the SEC’s adoption of related rules and regulations. The scope and timing of the adoption of such rules and regulations is uncertain and accordingly, the cost of compliance with the Dodd-Frank Act is also uncertain. In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal control over financial reporting and disclosure of controls and procedures. These and other new or changed laws, rules, regulations and standards are, or will be, subject to varying interpretations in many cases due to their lack of specificity. As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Further, compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result.

If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Common Stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management'smanagement’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management'smanagement’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common Stock.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002

Our quarterly operating results fluctuate and if we fail to complymay not predict our future performance accurately. Variability in a timely manner, our businessfuture performance could be harmed andcause our stock price couldto fluctuate and decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require an annual assessment of internal controls over financial reporting, and for certain issuers an attestation of this assessment by the issuer's independent registered public accounting firm. The standards that must be met for management to assess the internal controls over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards.

We expect to incur expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long itour quarterly results will take or costly it will be to completefluctuate in the assessmentfuture as a result of the effectivenessa variety of factors, many of which are beyond our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. control. These factors include:

As a result, weperiod-to-period comparisons of our operating results may not be able to complete the assessmentmeaningful, and remediation processyou should not rely on a timely basis. In addition, although attestation requirements by our independent registered public accounting firm are not presently applicable to us, we could become subject to these requirements in the future and we may encounter problems or delays in completing the implementation of any resulting changes to internal controls over financial reporting. In the event that our Chief Executive Officer or Chief Financial Officer determine that our internal control over financial reporting is not effectivethem as defined under Section 404, we cannot predict how the market pricesan indication of our shares will be affected; however, we believe that there is a risk that investor confidence and share value may be negatively affected.future performance.

Our share price could be volatile and our trading volume may fluctuate substantially.

The price of our Common Shares has been and may in the future continue to be extremely volatile, with the sale price fluctuating from a low of $0.02 to a high of $1.20 since 2013. Many factors could have a significant impact on the future price of our common shares, including:

Ÿ our inability to raise additional capital to fund our operations;
Ÿ our failure to successfully implement our business objectives and strategic growth plans;
Ÿ compliance with ongoing regulatory requirements;
Ÿ market acceptance of our product;
Ÿ changes in government regulations;
Ÿ general economic conditions and other external factors; and
Ÿ actual or anticipated fluctuations in our quarterly financial and operating results; and the degree of trading liquidity in our common shares.

Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our common stock price.

Our annual and quarterly operating results may in the future fluctuate significantly depending on factors including the volume of electronic transactions, new Portal updates by us and other competitors, gain or loss of significant customers, pricing of our Portal fees, the timing of expenditures and economic conditions. Revenues related to our electronic payment processing are required to be recognized upon satisfaction of all applicable revenue recognition criteria. The recognition of revenues from our Portal fees is dependent on a number of factors, including, but not limited to, the terms of any license agreement and the timing of Portal transactions by our customers.

Any unfavorable change in these or other factors could have a material adverse effect on our operating results for a particular quarter or year, which may cause downward pressure on our common stock price. We expect quarterly and annual fluctuations to continue for the foreseeable future.

Delaware law contains provisions that could discourage, delay or prevent a change in control of our Company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue up to ten million shares of "blank check"“blank check” preferred stock. As a result,stock without further stockholder approval, theapproval. The board of directors has the authority to attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the DGCL.Delaware General Corporation Law (“DGCL”). Under these provisions, if anyone becomes an "interested“interested stockholder,"” we may not enter into a "business combination"“business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change in control of us. An "interested stockholder"“interested stockholder” is, generally, a stockholder who owns 15% or more of our outstanding voting stock or an affiliate of ours who has owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in the DGCL.

Our quarterly operating results fluctuate and may not predict our future performance accurately. Variability in our future performance could cause our stock price to fluctuate and decline.

We expect our quarterly results will fluctuateITEM 1B. UNRESOLVED STAFF COMMENTS

The Company is in the futureprocess of filing an amendment to its Registration Statement on Form S-1, Registration No. 333-228125, in response to limited SEC comments, which amendment will be filed as a result of a variety of factors, many of which are beyond our control. These factors include:soon as practicable after filing this Annual Report on Form 10-K.

Ÿ changes in our costs, including interchange and transaction fees charged by credit card associations, and our transaction losses;
Ÿ changes in our pricing policies or those of our competitors;
Ÿ relative rates of acquisition of new customers;
Ÿ seasonal patterns, including increases during the holiday season;
Ÿ delays in the introduction of new or enhanced services, software and related products by us or our competitors or market acceptance of these products and services; and
Ÿ other changes in operating expenses, personnel and general economic conditions.

As a result, period-to-period comparisons of our operating results may not be meaningful, and you should not rely on them as an indication of our future performance.

Item 1B. Unresolved Staff Comments.Back to Table of ContentsITEM 2. PROPERTIES

None.

Item 2. Properties.Back to Table of Contents

Our principal office is located at J1. Multatuli, No. 8A, Medan, Indonesia 20151. Our telephone number is +62-819-6016-168. Our offices consist of approximately 4,000 square feet of executive offices and sales and marketing space. The land and building space areof our principal office is owned by PT Kinerja and provided to usthe Company on a rent-free basis by PT Kinerja Indonesia and webasis. We believe that these facilities will be sufficient for the next twelve months.

We believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required, suitable alternative or additional space will be available to us on commercially reasonable terms.

ItemITEM 3. Legal Proceedings.Back to Table of ContentsLEGAL PROCEEDINGS

There

We are nonot involved in any pending legal proceedings to which the Company is a party orthat we anticipate would result in which any Director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.effect on our business or operations.

ItemITEM 4. Mine Safety Disclosure.Back to Table of ContentsMINE SAFETY DISCLOSURES

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Back to Table of Contents

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our

The common stock is quotedof KinerjaPay Corp. trades on the OTCQB Market under the symbol SFEX, an inter-dealer automated quotation system for equity securities not included on The Nasdaq Stock Market. Quotation of“KPAY”. On April 22, 2019, the Company's securities on the OTCQB Market limits the liquidity andclosing price of the Company's common stock more than if the Company's shares of common stock were listed on The Nasdaq Stock Market or a national exchange. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. The information below has been adjusted for a one-for-ten (10:1) forward split effective December 3, 2013.