UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K
___________________

CURRENT REPORT

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

Date of report (date of earliest event reported): March 21, 2016

 

KINERJAYPAY CORP.
(Exact Name of Registrant as Specified in its Charter)

Commission File No.: 333-168068

Delaware 42-1771817
(State of Incorporation) (I.R.S. Employer Identification No.)
   
Jl. Multatuli, No.8A, Medan Indonesia 20151
(Address of Registrant's Office) (ZIP Code)

 

Registrant's Telephone Number, including area code: +62-819-6016-168

Solarflex Corp., 12 Abba Hillel Silver Street, 11th Floor, Ramat Gan 52506, Israel
(Former Name and Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 Unregistered Sales of Equity Securities.

On the dates set forth in the table below, KinerjaPay Corp., f/k/a Solarflex Corp. (the "Registrant") issued and sold restricted securities to the individuals and entities in the table below in reliance upon the exemptions provided in Section 4(2) of the Securities Act of 1933, as amended (the "Act") and in reliance upon Regulation S or, in the instance of one individual, Regulation D, promulgated by the United States Securities and Exchange Commission under the Act. The shares of the Registrant's common stock, par value $0.0001 (the "Shares") issued pursuant to the Subscription Agreements were pursuant to a Unit Offering, each consisting of one Share and one Class A Warrant exercisable to purchase one additional Share at $1.00 for a period of 24 months. The Shares issued pursuant to the Service Agreement, filed as an exhibit to this Form 8-K, do not vest for a period of eighteen months.

Name of Issuee Date of Issuance Number of Shares Consideration/Valued (2) Bases for Issuance
PT Kinerja Indonesia 03/21/2016 1,333,333 (1) Services
PT Stareast Asset Management 03/21/2016 640,000 $0.50 per unit Subscription Agreement
Firman Eddy Limas 03/21/2016 140,000 $0.50 per unit Subscription Agreement
Christopher Danil 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Eric Wibowo 03/21/2016 40,000 $0.50 per unit Subscription Agreement
Henful Pang 03/21/2016 40,000 $0.50 per unit Subscription Agreement
Hendro Tjahjono 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Jusuf Budianto 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Lau Kin Harn 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Stephanus Titus Widjaja 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Stephen Kurniadi 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Andy Litansen 03/21/2016 30,000 $0.50 per unit Subscription Agreement
Djoahan Farida 03/21/2016 150,000 $0.50 per unit Subscription Agreement
Silvia Hady 03/21/2016 50,000 $0.50 per unit Subscription Agreement
Alfred Herman Goenawan 03/21/2016 200,000 $0.50 per unit Subscription Agreement
Jeffrey Nah Kim Boon 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Daniel Yohansha 03/21/2016 20,000 $0.50 per unit Subscription Agreement
Total Shares Issued 2,163,162

(1) The 1,333,333 Shares issued to PT Kinerja Indonesia pursuant to a Services Agreement dated February 19, 2016, a copy of which is filed as an exhibit 10.7 to this Form 8-K, do not vest until eighteen months from that date but do have voting rights on all matters submitted to the vote of the Registrant's shareholders.
(2) The above-referenced Subscription Agreements were executed during the period commencing December 30, 2015 through March 1, 2016 but the Shares were not issued until after the effective date of the Registrant's reverse split, which was March 10, 2016.

Item 9.01 Financial Statements and Exhibits

(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.

Description
10.7 Service Agreement between the Registrant, its subsidiary (in organization), PT. KinerjaPay Indonesia and PT. Kinerja Indonesia, dated February 19, 2016, filed herewith.

 

SIGNATURES

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

KinerjaPay Corp.
     
By: /s/ Edwin Witarsa Ng
Name:  Edwin Witarsa Ng
Title:  Chief Executive Officer

Date: March 22, 2016

Exhibit 10.7

SERVICE AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”), dated as of this 19th day of February, 2016, is by and between KinerjaPay Corp., organized under the laws of the State of Delaware (the "Company"), and a wholly-owned subsidiary being newly organized under the laws of Indonesia and to be named PT. KinerjaPay Indonesia (the "Subsidiary"), on the one hand, and PT. Kinerja Indonesia, organized under the laws of Indonesia (the "Service Company"), on the other hand. The Company, the Subsidiary and the Service Company are sometimes referred to individually, as a "Party" and collectively, as the "Parties."

WHEREAS, on December 1, 2015, the Company entered into a license agreement (the "License Agreement") with the Service Company for an exclusive, world-wide license (the "License") to use and commercially exploit certain technology and intellectual property (the "KinerjaPay IP") and its website, KinerjaPay.com; and

WHEREAS, in connection with the License Agreement, the Company agreed to implement a reverse split of the Company's issued and outstanding shares of common stock, par value $0.0001 (the "Shares") on a one-for-thirty (1:30) basis (the "Reverse Split"); and

WHEREAS, in furtherance of the Company's plan to commercially exploit the License, the Company is in the process of organizing the Subsidiary under the laws of Indonesia and collectively, the Company and the Subsidiary to be formed, desire to engage the Service Company to provide services to the Company and the Subsidiary pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Service Company agrees to its engagement and to provide the services as set forth in Section 1 below upon the terms and conditions and consideration herein set forth.

NOW THEREFORE, the Company, Subsidiary and the Service Company agree as follows:

Section 1. The Services:
(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 the costs based upon the schedule set forth in Appendix A attached hereto:
(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.

Section 2. The Consideration/Reimbursement: In consideration for the Services to be provided by the Service Company, the Company and/or Subsidiary, as the case may be, shall pay or compensate the Service Company as follows:
(i) The Company shall issue to the Service Company 1,333,333 restricted, post Reverse Split Shares, which Reverse Split 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.

Section 3. Miscellaneous:
(a) Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.
(b) Amendment: This Agreement may not be amended or modified in any respect, except by the mutual written agreement of the parties hereto.
(c) Waivers and Remedies: The waiver by any of the parties hereto of any other party’s prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.
(d) Severability: The invalidity of any one or more of the words, phrases, sentences, clause, sections or subsections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed ads of such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, or subsection of subsections had not been inserted.
(e) Descriptive Headings: The descriptive headings contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
(f) Counterparts: This Agreement may be executed in any number of counterparts and by the separate parties hereto in separate counterparts, each of which shall be deemed to be one and the same instrument.
(g) Notices: All notices required to be given under this Agreement shall be in writing, sent certified mail, return receipt requested, postage prepaid, or by email, to the following addresses:
If to the Company and/or the Subsidiary, then to:

KinerjaPay Corp.
Attn: Edwin Witarsa Ng, Chairman
Jl. Multatuli, No.8A
Medan, Indonesia 20151
Email: edwinng2@gmail.com

If to the Services Company, then to:
PT. Kinerja Indonesia
Attn: Henful Pang, CEO
Jl. Sutomo Ujung, No.3A/45
Medan, Indonesia 20235
Email: handfull.yap@gmail.com

(h) Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefits of the Parties hereto and its respective successors and assigns.
(i) Applicable Law: This Agreement shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the Indonesia. Any dispute arising under this Agreement shall be settled by binding arbitration according to the Rules Of Arbitral Procedure of the Indonesia National Board of Arbitration, to be held in Medan, Indonesia or such other venue within Indonesia as the BANI Arbitration Center shall reasonably determine.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

KINERJAPAY CORP. PT.                      KINERJAPAY INDONESIA (under organization)

/s/: Sergei Rogov                                     /s/: Edwin W. Ng
Sergei Rogov, CEO                                 Edwin Witarsa Ng, Chairman

PT. KINERJA INDONESIA

/s/: Henful Pang
Henful Pang, Director

APPENDIX A

SERVICE AGREEMENT SCHEDULE

The table below sets forth the agreed-upon costs in US (US$) Dollars of the personnel and services to be provided by PT. Kinerja Indonesia to PT. KinerjaPay Indonesia in relation to maintaining the License for the KinerjaPay domain in Indonesia.

POSITIONS/TITLES/EXPENSES MONTHLY RATE
CATEGORY A – General Business Services
Project Manager $ 2,000
Team Member $ 300
Office Rental/Utilities $ 2,500
Authmobile Rental $ 500
CATEGORY B – Technical Services
Web Hositng Package $ 2,000
Web Maintenance, Updates and Upgrades $ 2,000
Computer Engineer/Programer $ 800
Algorithm Specialist $ 1,000
Network Engineer $ 1,000
CATEGORY C – R&D Services
Feature Development $ 2,000
Product Development $ 2,000