Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Dec. 07, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Kinerjapay Corp. | |
Entity Central Index Key | 1,494,162 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,661,036 | |
Trading Symbol | KPAY | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 60,488 | $ 32,591 |
Restricted cash | 29,841 | 16,181 |
Accounts receivable | 22,632 | |
Prepaid expenses | 11,448 | 28,966 |
Total current assets | 124,409 | 77,738 |
Equipment, net of accumulated depreciation of $2,217 and $289, respectively. | 13,636 | 3,845 |
Intangible assets | 25,000 | |
Total assets | 163,045 | 81,583 |
Current liabilities: | ||
Accounts payable - trade | 2,782 | 3,461 |
Accounts payable - related party | 51,849 | |
Tax payable | 907 | 95 |
Accrued interest | 1,830 | |
Accrued expenses | 3 | 4,107 |
Unissued stock subscriptions | 150,000 | |
Total current liabilities | 57,371 | 157,663 |
Total liabilities | 57,371 | 157,663 |
Stockholders’ equity (deficit): | ||
Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized; none issued | ||
Common stock, par value $0.0001 per share; 500,000,000 shares authorized; 11,661,036 shares issued and outstanding at September 30, 2017 and 8,627,013 shares issued and outstanding at December 31, 2016 | 1,165 | 862 |
Additional paid-in capital | 8,039,502 | 3,508,529 |
Stock payable | 178,000 | |
Accumulated deficit | (8,113,752) | (3,585,626) |
Accumulated other comprehensive loss | 759 | 155 |
Total stockholders’ equity (deficit) | 105,674 | (76,080) |
Total liabilities and stockholders’ equity | $ 163,045 | $ 81,583 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 11,661,036 | 8,627,013 |
Common stock, shares outstanding | 11,661,036 | 8,627,013 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue from services - related entity | $ 1,763,608 | $ 1,914,358 | ||
Costs related to service revenue | 1,842,985 | 2,002,073 | ||
Gross margin | (79,377) | (87,715) | ||
Expenses: | ||||
General and administrative | 444,732 | 363,434 | 3,993,974 | 2,444,238 |
Depreciation expense | 940 | 17 | 1,896 | 103 |
Total general and administrative expenses | 445,672 | 363,451 | 3,995,870 | 2,444,341 |
(Loss) from operations | (525,049) | (363,451) | (4,083,585) | (2,444,341) |
Other income (expense): | ||||
Interest expense | (1,830) | (137) | (1,844) | (31) |
Loss on debt conversion | (442,697) | |||
Loss on extinguishment of debt | (9,003) | |||
Total other costs and expenses | (1,830) | (137) | (444,541) | (9,034) |
Net loss before income taxes | (526,879) | (363,588) | (4,528,126) | (2,453,375) |
Income taxes | ||||
Net loss | $ (526,879) | $ (363,588) | $ (4,528,126) | $ (2,453,375) |
Basic and diluted per share amounts: | ||||
Basic and diluted net loss | $ (0.04) | $ (0.04) | $ (0.39) | $ (0.33) |
Weighted average shares outstanding (basic and diluted) | 12,718,139 | 8,195,491 | 11,530,039 | 7,405,638 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Consolidated Statements Of Comprehensive Loss | ||||
Net loss | $ (526,879) | $ (363,588) | $ (4,528,126) | $ (2,453,375) |
Foreign currency translation adjustments | (115) | 8,430 | (139) | 8,656 |
Total comprehensive loss, net of tax | $ (526,994) | $ (355,158) | $ (4,528,265) | $ (2,444,719) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,528,126) | $ (2,453,375) |
Adjustments required to reconcile net loss to cash used in operating activities: | ||
Shares issued for services | 2,097,751 | 1,508,133 |
Loss on conversion of debt | 442,697 | |
Depreciation expense | 1,896 | 103 |
Loss on extinguishment of debt | 9,003 | |
Share-based compensation | 1,116,829 | |
Changes in net assets and liabilities: | ||
(Increase) decrease in accounts receivable | (22,632) | |
(Increase) decrease in other assets | (25,000) | |
(Increase) decrease in prepaid expenses | 17,518 | (4,616) |
Increase (decrease) in accounts payable | (148,019) | 31,230 |
Increase (decrease) in accrued liabilities | (2,274) | 7,094 |
Net cash used in operating activities | (1,049,360) | (902,428) |
Cash flows from investing activities: | ||
Purchase of equipment | (11,687) | (2,720) |
Cash used in investing activities | (11,687) | (2,720) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 952,000 | 804,987 |
Payments on debt | (8,689) | |
Borrowings on debt - related party | 50,000 | |
Borrowings on debt | 100,000 | |
Net cash provided by financing activities | 1,102,000 | 796,298 |
Foreign currency adjustment | 604 | 8,656 |
Change in cash | 41,557 | (100,194) |
Cash - Beginning of period | 32,591 | 250,194 |
Cash - End of period | 60,488 | 150,000 |
Non-cash transactions: | ||
Settlement of restricted cash with common stock | 250,013 | |
Stock issued to settle debt | $ 100,000 | $ 15,750 |
The Company and Significant Acc
The Company and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Significant Accounting Policies | 1. The Company and Significant Accounting Policies Organizational Background KinerjaPay Corp. (“Kinerja” or the “Company”) is a Delaware corporation and commenced operations during the period ended September 30, 2017. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business plan of the Company was to develop a commercial application of the design in a patent of a “Solar element and method of manufacturing the same”. On November 10, 2015 this plan was abandoned and all related contracts and agreements rescinded. On December 1, 2015, the Company entered into a license agreement with PT Kinerja Indonesia, an entity organized under the laws of Indonesia and controlled by Mr. Ng (“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain technology and intellectual property and its website, KinerjaPay.com. 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 and is among the first portals to allow users the convenience to top-up phone credit. In conjunction with the agreement the company changed its name from Solarflex Corp. to KinerjaPay Corp. On April 6, 2016, P.T. KinerjaPay Indonesia a subsidiary was organized under the laws of Indonesia. PT KinerjaPay Indonesia is a wholly-owned subsidiary of the Company, and both PT Kinerja Indonesia and PT KinerjaPay Indonesia are owned and controlled by Mr. Ng, the Company’s CEO and control shareholder, and are deemed to be related entities. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. Basis of Presentation: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Principles of Consolidation: The financial statements include the accounts of KinerjaPay Corp. and its wholly owned subsidiary PT KinerjaPay, Indonesia. All significant inter-company balances and transactions have been eliminated. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of six months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2017 and December 31, 2016. Property and Equipment New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. Stock-Based Compensation Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2017 and December 31, 2016, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1 Level 2 - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on September 30, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at September 30, 2017 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2017 and December 31, 2016, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. Revenue Recognition: Our principal products and services are: (i) our electronic payment service (“EPS”) and (ii) our virtual marketplace both of which are available on our portal under the domain name KinerjaMall.com. Through our Portal and Mobile App we provide EPS to consumers and merchants. Our EPS provides an affordable, secure and reliable method to consumers and merchants, as well as friends and family, to pay and transfer money using electronic devices (e.g., mobile, tablets and personal computers). In addition, consumers, merchants and businesses of all sizes can accept payments from merchant websites and mobile devices. Our EPS service enables consumers to conveniently pay utility bills, phone bills, credit card payments and add credit to their cell phone accounts. We developed a proprietary digital e-wallet software, which provides users with the ability to complete EPS transactions safely and conveniently. The e-wallet acts as an escrow account as payments will only be released to the seller once the buyer has received the product. Revenue from sales of products in our marketplace (KinerjaMall.com) and remittance services are net commission earned, whereas we book gross revenue from sales of prepaid phone pulse, data plan, prepaid electricity token and utility bills (water and electricity). Revenue from net commission contributed less than 1% of the total revenue generated. The Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions. Both PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending on the revenue transaction. We pay transaction fees as follows: (i) 3.9% + $0.30 when senders fund payment transactions using PayPal; (ii) no fees when customers fund payment transactions by electronic transfer of funds from a bank accounts; and (iii) fees of $0.25 to $0.50 per transaction if customers fund payment transactions by using a third party payment gateway. To date, 0%, 80% and 20%, respectively, of our fees are represented by transactions (i), (ii) and (iii), respectively. Accounts Receivable Accounts receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. As of September 30, 2017, the Company had $22,632 in accounts receivable due from customer sales on the Company’s Portal which have not yet been collected. The allowance for doubtful trade receivables was $0 as of September 30, 2017 as we believe all of our receivables are less than 30 days old, and are fully collectable. Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share Common Stock Split: On January 15, 2016 we declared a reverse split of our common stock. The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. The reverse split was effective upon receipt of approval from FINRA. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect post-split shares. Income Taxes We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. Uncertain Tax Positions: When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of FASB ASC 740-10, Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not under examination by any jurisdiction for any tax year. At September 30, 2017 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. Recent Issued Accounting Standards Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified in organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, all deferred tax assets and liabilities will be required to be classified as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods (i.e., in the first quarter of 2017 for calendar year-end companies). Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The adoption of this ASU did not have a significant impact on the condensed consolidated financial statements. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments also simplify two areas specific to private companies. For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period periods (i.e., in the first quarter of 2017 for calendar year-end companies). The adoption of these ASU’s did not have a significant impact on the consolidated financial statements. During 2016, the FASB issued several Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations and Licensing. An entity should apply the amendments in this ASU using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. For a public business entity, the amendments in ASU 2014-09 (including the amendments introduced through recent ASU’s) are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company intends to adopt ASU 2014-09 as of January 1, 2018. The Company is in the process of evaluating the impact of ASU 2014-09 on its revenue streams and selling contracts, if any, and on its financial reporting and disclosures. Management is expecting to complete the evaluation of the impact of the accounting and disclosure changes on the business processes, controls and systems throughout 2017. Since the Company did not report so far, material revenues, management believes that the adoption of ASU 2014-09 will not have significant impact on its financial statements. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders’ Equity | 2. Stockholders’ Equity On January 15, 2016, we amended our certificate of incorporation to increase authorized capital to include 10 million shares of $.0001 par value preferred shares. No preferred shares have been issued. Issuance of Shares of Common Stock as of September 30, 2017: During the three months ended September 30, 2017, the Company authorized the issuance of 181,818 shares of common stock for cash at $1.10 per share for a total to be earned of $200,000. As of September 30, 2017 none of these shares have been issued and outstanding even though the Company received $50,000 with respect to these shares. As a result, the Company recorded $50,000 in stock payable as of September 30, 2017. During the three months ended September 30, 2017, the Company authorized the issuance of 80,000 shares of common stock valued at $1.60 per share to Ace Legends Pte Ltd. for services provided. As of September 30, 2017 none of these shares have been issued and outstanding. As a result, the Company recorded $128,000 in stock payable as of September 30, 2017. Debt Conversion into Shares of Common Stock During the nine months ended September 30, 2017, the Company agreed to convert $100,000 in debt into 200,000 shares of common stock and 200,000 warrants. The debt was non-convertible, and the borrowings took place on May 7, 2017, but were subsequently fully converted on May 23, 2017. In addition, the Company incurred a loss of $442,697 in connection with the debt conversion, which was recorded as additional paid-in capital. Common Stock and Warrants Issued for Cash During the nine months ended September 30, 2017, the Company received $902,000 through a placement of 1,359,000 common stock units to investors for an offering price of $0.50 and $1.00 per unit. Each unit consisted of one share of common stock and one warrant to purchase common stock. The 1,214,000 warrants are exercisable at $2.00 and $1.00 and expire one year from the date of issuance. The warrants were valued using the Black-Scholes pricing model to estimate the relative fair value of $781,714. The Black-Sholes-Merton pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 1.36%; expected volatility between 179% and 181%, and warrant exercise period based upon the stated terms. The warrants were classified within stockholders’ equity. Stock-Based Compensation During the nine months ended September 30, 2017, the Company issued 1,475,000 fully vested shares of the Company common stock and 1,900,000 warrants to consultants as payment for services. As the equity instruments issued are fully vested and non-forfeitable, the fair value of the grants was recognized as an increase additional paid-in capital at the measurement date. The shares were valued at the closing price as of the date of the underlying agreements (ranging from $0.65 to $2.93). The warrants were valued using the Black-Scholes pricing model to estimate the fair value of $1,051,973 and resulted in current recognition in additional consulting services. The Black-Sholes pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 1.21%; expected volatility between 179% and 185%, and warrant exercise period based upon the stated terms. |
Related Party Transactions not
Related Party Transactions not Disclosed Elsewhere | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions not Disclosed Elsewhere | 3. Related Party Transactions not Disclosed Elsewhere On December 1, 2015, the Company entered into an agreement with PT Kinerja Indonesia, an entity organized under the laws of Indonesia (“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain KinderjaPay technology and intellectual property. Pursuant to the License Agreement and in consideration for the payment of royalties, the Company has been granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience of e-commerce services for bill transfer and online shopping. Mr. Ng is the control person of PT Kinerja and a controlling shareholder, CEO and Chairman of the Company. The Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions. Both PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending on the revenue transaction. On February 19, 2016, we issued 1,333,333 shares of our common stock to Mr. Ng, our CEO, sole director and control person. Mr. Ng is the sole officer and directors and control person of PT Kinerja, the other party to this agreement, as payment for services as part of a service agreement resulting from the license agreement. The shares were valued at the closing price as of the date of the agreement ($0.9001) and resulted in full recognition of $1,200,133 in consulting services expense. The services provided and to be provided under this service agreement are as follows: (a) The Service Company shall provide the Company and the Subsidiary with the following services during a term of three (3) years from the date first set forth above (the “Services”), for which the Subsidiary shall pay the Service Company: I. General Business Services: which shall include personnel, office facilities and equipment, utilities, and related overhead and operational expenses and shall be provided under the direction and control of a designated project manager; and II. Technical Services: which shall include, but not be limited to, Web Hosting, Web Maintenance, Web Updates and System Upgrades, from time-to-time, which Technical Services will be fulfilled by a minimum of five (5) experienced computer engineers / programmers, one (1) algorithm specialist and two (2) trained technical engineers who shall maintain the servers provided by the Service Company and support the Subsidiary’s full time operations. In addition, the Service Company, in support of the Technical Services, shall guarantee ninety-nine point nine-nine (99.99%) percent uptime of the Company’s domains and applications, and provide all requisite support for the traffic to the Company’s domains with unlimited bandwidth and scalable uplink whenever the traffic to the domains increases, from time-to-time; and III. R&D Services: which shall include, but not be limited to, the development of new features, products, or services related to the KinerjaPay IP and KinerjaPay.com. In connection with the R&D Services, the Parties acknowledge that all new KinerjaPay IP that is developed or for which enhancements are created for KinerjaPay IP already in existence at the date of this Agreement (“Additional IP”) shall belong exclusively to the Company and its Subsidiary. The Parties further agree that in each instance, they will, in “good faith,” negotiate and execute separate, supplemental addendums to this Agreement to address the Services to be provided by the Service Company with respect to the Additional IP. (b) The Subsidiary shall responsible for the following: I. Sales and Marketing: PT. KinerjaPay Indonesia shall cover and be directly responsible for all sales and marketing activities and expenses associated with the commercial exploitation of the License for the KinerjaPay IP; and II. Billing and Collections: PT. KinerjaPay Indonesia shall be responsible for all billing and collections and book all revenues generated by and from commercial exploitation of the License; and III. Advertising and Sales Reps: PT. KinerjaPay Indonesia shall at all times maintain a staff of at least three (3) sales reps; IV. Office and Administration: PT. KinerjaPay Indonesia shall retain at least one (1) person to provide office/administrative/accounting services to fulfill the duty of Subsidiary in Section 1B(ii) above. In consideration for the Services to be provided, the Company shall pay or compensate the Service Company as follows: (i) Edwin Witarsa Ng, CEO and Chairman - 3,000,000 shares representing 34.77%; (ii)P.T. Starest Asset Management - 640,000 shares representing 7.42%; and (iii) Desa Sebong Lagoi Kec and Teluk Sebong Bintan Kepulauan Riau, Indonesia, 3,000,000 shares representing 34.77%. The Company shall issue to the Service Company 1,333,333 restricted shares. The restricted shares shall not be deemed fully-paid and non-assessable until eighteen (18) months from the date first set forth above; and (ii) The Subsidiary, on a quarterly basis, shall pay the Service Company for the services, facilities and personnel provided by the Service Company be at the rate set forth in Appendix A attached hereto; and (iii) The Subsidiary, on a quarterly basis, shall pay the Service Company royalties equal to one (1%) percent of the net revenues generated from the commercial exploitation of the License; and (iv) The Service Company shall be paid a one-time set-up fee of $55,000 within three (3) business days of the execution of this Agreement. As of September 30, 2017, we had $51,849 in accounts payable due to our CEO consisting of a $50,000 loan and $1,849 in expenses paid on behalf of the Company by our CEO. The balance is due on demand and accrues interest at 8% per annum. As of September 30, 2017, $1,830 in accrued interest was due and was expensed during the three months ended September 30, 2017. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 4. Other Assets On July 31, 2017, the Company entered into an 18 month license agreement through January 31, 2019, with Ace Legends Pte Ltd. (the “Service Company”) for an exclusive, world-wide license to acquire and market the games currently owned and developed by the Service Company. In consideration for receiving the license and for becoming the game publisher for all of the Service Company’s games indefinitely, the Company agreed to pay to the Service Company $100,000 in four installments of $25,000 each. In addition, the Company agreed to issue to the Service Company 80,000 restricted shares of common stock, which shall be deemed fully paid. The Company shall pay to the Service Company royalty fees of 21% of all sales generated under the license agreement, which payments shall paid on a quarterly basis. PT KinerjaPay Indonesia, the subsidiary of the Company, shall also pay a monthly fee of $5,000 to the Service Company during the 18 month term of the license agreement for further business development. The amortization expense for the period ended September 30, 2017 was immaterial to the Company. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 5. Going Concern The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its 2017 operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 6. Subsequent Events There were no material subsequent events following the period ended September 30, 2017 and throughout the date of the filing of Form 10-Q. |
The Company and Significant A13
The Company and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation: The financial statements include the accounts of KinerjaPay Corp. and its wholly owned subsidiary PT KinerjaPay, Indonesia. All significant inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of six months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2017 and December 31, 2016. |
Property and Equipment | Property and Equipment New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments |
Accounting For Obligations And Instruments Potentially To Be Settled In The Company's Own Stock | Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At September 30, 2017 and December 31, 2016, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates. |
Fair Value Measurements | Fair Value Measurements: The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of inputs which prioritize the inputs used in measuring fair value are: Level 1 Level 2 - Quoted prices for similar assets or liabilities in active markets; - Quoted prices for identical or similar assets or liabilities in inactive markets; - Inputs other than quoted prices that are observable for the asset or liability; - Inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table presents assets that were measured and recognize at fair value on September 30, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at September 30, 2017 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the periods ended September 30, 2017 and December 31, 2016, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels. |
Revenue Recognition | Revenue Recognition: Our principal products and services are: (i) our electronic payment service (“EPS”) and (ii) our virtual marketplace both of which are available on our portal under the domain name KinerjaMall.com. Through our Portal and Mobile App we provide EPS to consumers and merchants. Our EPS provides an affordable, secure and reliable method to consumers and merchants, as well as friends and family, to pay and transfer money using electronic devices (e.g., mobile, tablets and personal computers). In addition, consumers, merchants and businesses of all sizes can accept payments from merchant websites and mobile devices. Our EPS service enables consumers to conveniently pay utility bills, phone bills, credit card payments and add credit to their cell phone accounts. We developed a proprietary digital e-wallet software, which provides users with the ability to complete EPS transactions safely and conveniently. The e-wallet acts as an escrow account as payments will only be released to the seller once the buyer has received the product. Revenue from sales of products in our marketplace (KinerjaMall.com) and remittance services are net commission earned, whereas we book gross revenue from sales of prepaid phone pulse, data plan, prepaid electricity token and utility bills (water and electricity). Revenue from net commission contributed less than 1% of the total revenue generated. The Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions. Both PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending on the revenue transaction. We pay transaction fees as follows: (i) 3.9% + $0.30 when senders fund payment transactions using PayPal; (ii) no fees when customers fund payment transactions by electronic transfer of funds from a bank accounts; and (iii) fees of $0.25 to $0.50 per transaction if customers fund payment transactions by using a third party payment gateway. To date, 0%, 80% and 20%, respectively, of our fees are represented by transactions (i), (ii) and (iii), respectively. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions and a review of the current status of each customer’s trade accounts receivable. As of September 30, 2017, the Company had $22,632 in accounts receivable due from customer sales on the Company’s Portal which have not yet been collected. The allowance for doubtful trade receivables was $0 as of September 30, 2017 as we believe all of our receivables are less than 30 days old, and are fully collectable. |
Earnings per Common Share | Earnings per Common Share We compute net income (loss) per share in accordance with ASC 260, Earning per Share |
Common Stock Split | Common Stock Split: On January 15, 2016 we declared a reverse split of our common stock. The formula provided that every thirty (30) issued and outstanding shares of common stock of the Corporation be automatically split into one (1) share of common stock. The reverse split was effective upon receipt of approval from FINRA. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this split. All per share disclosures retroactively reflect post-split shares. |
Income Taxes | Income Taxes We have adopted ASC 740, Accounting for Income Taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be. ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized. |
Uncertain Tax Positions | Uncertain Tax Positions: When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of FASB ASC 740-10, Accounting for Uncertain Income Tax Positions Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not under examination by any jurisdiction for any tax year. At September 30, 2017 we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required under FASB ASC 740-10. |
Recent Issued Accounting Standards | Recent Issued Accounting Standards Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified in organizations’ balance sheets. The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, all deferred tax assets and liabilities will be required to be classified as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods (i.e., in the first quarter of 2017 for calendar year-end companies). Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The adoption of this ASU did not have a significant impact on the condensed consolidated financial statements. Management does not anticipate that the adoption of these standards will have a material impact on the financial statements. Effective January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments also simplify two areas specific to private companies. For public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period periods (i.e., in the first quarter of 2017 for calendar year-end companies). The adoption of these ASU’s did not have a significant impact on the consolidated financial statements. During 2016, the FASB issued several Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations and Licensing. An entity should apply the amendments in this ASU using one of the following two methods: 1. Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional disclosures. For a public business entity, the amendments in ASU 2014-09 (including the amendments introduced through recent ASU’s) are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first quarter of fiscal year 2018 for the Company). Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company intends to adopt ASU 2014-09 as of January 1, 2018. The Company is in the process of evaluating the impact of ASU 2014-09 on its revenue streams and selling contracts, if any, and on its financial reporting and disclosures. Management is expecting to complete the evaluation of the impact of the accounting and disclosure changes on the business processes, controls and systems throughout 2017. Since the Company did not report so far, material revenues, management believes that the adoption of ASU 2014-09 will not have significant impact on its financial statements. |
The Company and Significant A14
The Company and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Fair Value Asset Measured on Recurring Basis | The following table presents assets that were measured and recognize at fair value on September 30, 2017 and December 31, 2016 and the years then ended on a recurring basis: Fair Value Measurements at September 30, 2017 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - Fair Value Measurements at December 31, 2016 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (Level 1) (Level 2) (Level 3) None $ - $ - $ - $ - Total assets at fair value $ - $ - $ - $ - |
The Company and Significant A15
The Company and Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Property and equipment estimated useful lives | 5 years | |
Transaction fees percentage | 3.90% | |
Fund payment to transactions | $ 0.30 | |
Accounts receivable | $ 22,632 | |
Allowance for doubtful trade receivables | $ 0 | |
Customer One [Member] | ||
Transaction fees percentage | 0.00% | |
Customer Two [Member] | ||
Transaction fees percentage | 80.00% | |
Customer Three [Member] | ||
Transaction fees percentage | 20.00% | |
Minimum [Member] | ||
Fund payment to transactions | $ 0.25 | |
Maximum [Member] | ||
Fund payment to transactions | $ 0.50 |
The Company and Significant A16
The Company and Significant Accounting Policies - Schedule of Fair Value Asset Measured on Recurring Basis (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair value of assets | ||
Markets for Identical Assets Level 1 [Member] | ||
Fair value of assets | ||
Significant Other Observable Inputs level 2 [Member] | ||
Fair value of assets | ||
Significant Unobservable Inputs Level 3 [Member] | ||
Fair value of assets |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Feb. 19, 2016 | Jan. 15, 2016 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | |||||||
Issuance of common stock, shares | 181,818 | ||||||
Common stock for cash per share value | $ 1.10 | ||||||
Issuance of common stock, value | $ 2,000,000 | ||||||
Proceeds from issuance of common stock | 50,000 | $ 952,000 | $ 804,987 | ||||
Payment of stock payable | 50,000 | ||||||
Debt instrument conversion of converted shares amount | $ 100,000 | ||||||
Debt instrument conversion of converted shares | 200,000 | ||||||
Debt instrument conversion of converted shares warrants | 200,000 | ||||||
Loss on debt conversion | $ (442,697) | ||||||
Proceeds from issuance of private placement | $ 902,000 | ||||||
Proceeds from issuance of private placement, shares | 1,359,000 | ||||||
Purchase of common stock warrant description | Each unit consisted of one share of common stock and one warrant to purchase common stock. | ||||||
Warrant exercises, share | 1,214,000 | 1,214,000 | |||||
Warrant expire term | 1 year | ||||||
Warrants estimated fair value amount | $ 781,714 | ||||||
Expected dividend yield | 0.00% | ||||||
Risk free interest rate | 1.36% | ||||||
Number of shares based compensation, shares vested | 1,475,000 | ||||||
Shares valued at closing price per share | $ 0.9001 | ||||||
Stock based compensation, expected dividend yield | 0.00% | ||||||
Stock based compensation, risk free interest rate | 1.21% | ||||||
Stock based compensation, expected volatility rate minimum | 179.00% | ||||||
Stock based compensation, expected volatility rate maximum | 185.00% | ||||||
Consultants [Member] | |||||||
Warrants estimated fair value amount | $ 1,051,973 | ||||||
Payment of warrants services, shares | 1,900,000 | ||||||
Minimum [Member] | |||||||
Warrants exercise price per share | $ 1 | $ 1 | |||||
Expected volatility rate | 179.00% | ||||||
Shares valued at closing price per share | 0.65 | $ 0.65 | |||||
Maximum [Member] | |||||||
Warrants exercise price per share | 2 | $ 2 | |||||
Expected volatility rate | 181.00% | ||||||
Shares valued at closing price per share | 2.93 | $ 2.93 | |||||
Investor [Member] | Minimum [Member] | |||||||
Offering price per share | 0.50 | 0.50 | |||||
Investor [Member] | Maximum [Member] | |||||||
Offering price per share | $ 1 | $ 1 | |||||
Ace Legends Pte Ltd [Member] | |||||||
Issuance of common stock, shares | 80,000 | ||||||
Common stock for cash per share value | $ 1.60 | ||||||
Payment of stock payable | $ 128,000 |
Related Party Transactions no18
Related Party Transactions not Disclosed Elsewhere (Details Narrative) - USD ($) | Jul. 31, 2017 | Feb. 19, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Issuance of common stock, shares | 181,818 | ||||
Shares valued at closing price per share | $ 0.9001 | ||||
Accrued interest percentage | 8.00% | ||||
Accrued interest | $ 1,830 | $ 1,830 | |||
Restricted Stock [Member] | |||||
Issuance of common stock, shares | 1,333,333 | ||||
Stock issued during period of services, shares | 80,000 | ||||
Royalties percentage of net revenues | 1.00% | ||||
Paid services fee | $ 55,000 | ||||
Service Agreement [Member] | |||||
Services transaction term | 3 years | ||||
Technical services description | Which shall include, but not be limited to, Web Hosting, Web Maintenance, Web Updates and System Upgrades, from time-to-time, which Technical Services will be fulfilled by a minimum of five (5) experienced computer engineers / programmers, one (1) algorithm specialist and two (2) trained technical engineers who shall maintain the servers provided by the Service Company and support the Subsidiarys full time operations. In addition, the Service Company, in support of the Technical Services, shall guarantee ninety-nine point nine-nine (99.99%) percent uptime of the Companys domains and applications, and provide all requisite support for the traffic to the Companys domains with unlimited bandwidth and scalable uplink whenever the traffic to the domains increases, from time-to-time. | ||||
Consulting Services [Member] | |||||
Stock issued during period of services expense | $ 1,200,133 | ||||
Mr. Ng [Member] | |||||
Issuance of common stock, shares | 1,333,333 | ||||
Mr. Ng [Member] | Service Agreement [Member] | |||||
Stock issued during period of services, shares | 3,000,000 | ||||
Services shares percentage | 34.77% | ||||
P.T [Member] | Service Agreement [Member] | |||||
Stock issued during period of services, shares | 640,000 | ||||
Services shares percentage | 7.42% | ||||
Desa Sebong Lagoi Kec and Teluk Sebong Bintan Kepulauan Riau [Member] | Service Agreement [Member] | |||||
Stock issued during period of services, shares | 3,000,000 | ||||
Services shares percentage | 34.77% | ||||
CEO [Member] | |||||
Accounts payable | 51,849 | 51,849 | |||
Loans payable | $ 50,000 | $ 50,000 |
Other Assets (Details Narrative
Other Assets (Details Narrative) | Jul. 31, 2017USD ($)shares |
Royalty fees percentage | 21.00% |
P.T [Member] | |
Service monthly fees | $ 5,000 |
Restricted Stock [Member] | |
Stock issued during period of services, shares | shares | 80,000 |
Installment One [Member] | |
Cost of services software development | $ 25,000 |
Installment Two [Member] | |
Cost of services software development | 25,000 |
Installment Three [Member] | |
Cost of services software development | 25,000 |
Installment Four [Member] | |
Cost of services software development | $ 25,000 |