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): September 26, 2016
KinerjaPay 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
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 1.01 Entry into a Material Definitive Agreement.
(i) On August 31, 2016, KinerjaPay Corp., a Delaware
corporation (the "Registrant") and PT. Kinerja Pay Indonesia ("PT. Kinerja
Pay"), a wholly-owned Indonesian subsidiary of the Registrant, entered into
an a Service Agreement with Black Grace Investment Ltd, organized under the
laws of the British Virgin Island ("Black Grace") and its affiliate, PT. Pay
Secure Online Indonesia, organized under the laws of Indonesia ("PT. PaySec").
Pursuant to the terms of the Agreement, PT/ PaySec shall grant PT. Kinerja
Pay the right to use the PT. PaySec's payment services in consideration of
the revenue sharing arrangement with PT. PaySec. As a consideration for the
use of PT PaySec's payment services, the Company agreed to issue two hundred
thousand (200,000) restricted shares of the Company's common stock to Black
Grace or its designee. As further consideration for the use of PT PaySec's
payment services, the Parties agreed that they shall share all of the net
revenues generated from the use of the payment services and e-wallet and
payment gateway technology on a 50/50 basis. This Agreement is attached
hereto as Exhibit 10.30.
(ii) On September 8, 2016, PT.
Kinerja Pay entered into a second Cooperation and Service Agreement with PT.
Indonesia Enam Dua, organized under the laws of Indonesia ("PT.IED"). PT.IED
owns and operates 62hall.co.id, an integrated wholeseller and online shop
that provides, among other things, a wide range of products and services for
sale online, an online search engine for vendors products and services and
extensive customer services. Pursuant to the terms of the Agreement, the
parties agreed to cooperate and share resources in develop PT. Kinerja Pay's
new eCommerce portal, KinerjaMall.com (the "Portal"). In consideration for
PT.IED's services, the parties agreed to allocate the profits, defined as an
item's selling price on the Portal minus the cost price of the item sold on
the Portal, 90% to PT.KPAY and 10% to PT.IED. This Agreement is attached
hereto as Exhibit 10.31.
Item 8.01 Other Events.
In connection with the execution and delivery of the
Agreement, Black Grace executed a subscription agreement with the Company
pursuant to which it agreed to subscribe for and purchase an aggregate of
$500,000 of the Company's securities. To date, the Company has received a
total of $150,000 and expects that it will receive the remaining $350,00
during the week commencing September 25, 2016.
In addition, the Company is reporting
that during the quarter ending September 30, 2016, it has recognized its
initial revenues of approximately $26,000 from its eCommerce business, to
date, and expects to recognize additional revenues before the end of the
quarter, with increasing revenues being recognized during the 4th quarter of
2016 and thereafter.
Item 9.01 Financial Statements and Exhibits
(b) The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit No. |
Description |
---|---|
10.30 | Cooperation and Service Agreement dated August 31, 2016, filed herewith. |
10.31 | Cooperation and Service Agreement dated September 8, 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: September 26, 2016
Cooperation and Service Agreement
This Cooperation and Service Agreement (the "Agreement") is made and entered
into as of this 31st day of August, 2016, by and between KinerjaPay Corp., a
Delaware corporation with offices located at Jl. Multatuli, No.8A, Medan,
Indonesia 20151 (the “Company”) and PT. Kinerja Pay Indonesia, the Company's
wholly-owned subsidary (the "Subsidiary"), with offices located at APL Tower,
Unit #07-T9, J1. Letjend S. Parman Kav 28, Jakarta 11470 Indonesia, on the one
hand, and Black Grace Investment Limited (“Black Grace”), a company registered
under the laws of the British Virgin Islands (Company Registration No. 1911410)
with principal its address located at Trinity Chambers, PO Box 4301, Road Town,
Tortola, British Virgin Islands, and PT. Pay Secure Online Limited, Black
Grace’s wholly-owned subsidiary organized under the laws of Indonesia (“PT
PaySec”), with offices located at Sona Topas TowerLt 20, Suite 20-02, J1. Jend
Sudirman Kav 29, Jakarta 12920 Indonesia, on the other hand. The Company, the
Subsidiary, Black Grace, and PT PaySec are sometimes referred to individually,
as a "Party" and collectively, as the "Parties."
WITNESSETH THAT:
WHEREAS, PT PaySec is a company that is established to engage in the business of
providing e-wallet and payment gateway technology on a commercial basis (the
"Payment Services");
WHEREAS, the Company's principal business products and services, which are
conducted through its Subsidiary, include i: (i) electronic payment service; and
(ii) virtual marketplace, both of which are available on the Company's portal
under the domain name KinerjaPay.com;
WHEREAS, the Company desires to engage the services of PT PaySec for the use of
its Payment Services, commencing on or about October 1, 2016 (the "Effective
Date"); and
WHEREAS, the Parties agree that in parallel to the execution of this Agreement,
the Company and Black Grace shall execute a separate securities purchase and
subscription agreement (the "Securities Purchase and Subscription Agreement")
pursuant to which Black Grace shall subscribe for the purchase of the Company's
securities as set forth in said Securities Purchase and Subscription Agreement.
NOW THEREFORE, in consideration of the terms and conditions herein contained,
the Parties agree as follows:
1. Payment Services and Covenants
(i) PT PaySec hereby agrees to grant the Company and its Subsidiary
(collectively, the "Company"), and the Company hereby accepts from PT PaySec,
the non-exclusive right to use the Payment Services commencing on the Effective
Date, and subject to all terms and conditions set forth in this Agreement.
(ii) The Company covenants and agrees to utilize the Payment Services for its
own benefit and for the benefit of the Company's customers, in consideration of
the revenue sharing arrangement with PT PaySec set forth in Section 3 below,
provided, however, that the Parties understand and agree that the revenue
sharing arrangement shall not commence until the Effective Date.
(iii) PT PaySec acknowledges that it has full right, title and interest in its
own proprietary e-wallet and payment gateway technology (the "Payment Services")
and the right to allow the utilization by the Company of the Payment Services
under this Agreement.
2. Term of Engagement
The Agreement shall commence on the date first set forth above, subject however
that Revenue Sharing Compensation set forth in Section 3 below shall not
commence until the Effective Date and shall continue, thereafter, through the
initial term ending on August 31, 2018 (the "Initial Term"). The Parties agree
that the Initial Term may be subject to renewal, upon mutual written agreement
of the Parties, for subsequent one-year periods (the "Renewal Terms").
3. Consideration
A. Equity Compensation:
As a consideration for the use of PT PaySec’s Payment Services, the Company
agrees, within forty-five (45) days of the Effective Date, to issue two hundred
thousand (200,000) restricted shares of the Company's common stock, par value
$0.0001 (the "Shares") to Black Grace or its designee.
The Company represents and warrants that: (i) it is a fully reporting public
company under the United States federal securities laws and rules; (ii) it is in
compliance with the reporting requirements of the rules and regulations
promulgated by the United States Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934 (the "Exchange Act"); and (iii) and
that the 200,000 Shares being issued to Black Grace or its designee can be
traded in the OTCQB Tier of the OTCMarkets on the QB tier subject to and in
compliance with Rule 144 promulgated by the SEC under the Securities Act of
1933, as amended (the "Act").
B. Revenue Sharing Compensation:
As consideration for the use of PT PaySec’s Payment Services, the Subsidiary
agrees that it shall share the revenues with PT PaySec (the "Revenue Split") on
a 50/50 basis, from all of the net revenues generated from the use of the
Payment Services and e-wallet and payment gateway technology commencing on and
after the Effective Date, as provided in Schedule A hereof.
4. Representations and Warranties of the Parties
(i) The Company is duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite power and authority to
own, lease and use its assets as they are currently owned, leased and used and
to conduct its business as it is currently conducted. The Subsidiary is duly
organized, validly existing and in good standing under the laws of the Indonesia
and has all requisite power and authority to own, lease and use its assets as
they are currently owned, leased and used and to conduct its business as it is
currently conducted.
(ii) The Company and the Subsidiary are duly qualified or licensed to do
business in and are in good standing in each jurisdiction in which the character
of the properties owned, leased or used by them or the nature of the activities
conducted by them make such qualification necessary in order to fulfill their
respective obligations under this Agreement.
(iii) The Company and Subsidiary have all requisite power to execute and
deliver, to perform their respective obligations under, and to consummate the
transactions contemplated by, this Agreement, and have received any such
consents, approvals or authorizations necessary for the foregoing. The execution
and delivery by the Company and Subsidiary and the performance by them of their
obligations under this Agreement have been duly authorized by all requisite
action of the Company and Subsidiary. This Agreement is the legal, valid, and
binding obligation of the Company and the Subsidiary enforceable against each of
them in accordance with its terms.
(iv) Black Grace is duly organized, validly existing and in good standing under
the laws of the British Virgin Islands and has all requisite power and authority
to own, lease and use its assets as they are currently owned, leased and used
and to conduct its business as it is currently conducted.
(v) PT PaySec is duly qualified or licensed to do business in and in good
standing in Indonesia in which the character of the properties owned, leased or
used by them or the nature of the activities conducted by them make such
qualification necessary in order to fulfill its obligations under this
Agreement. PT PaySec has all requisite right, title and interest in its Payment
Services and the related e-wallet and payment gateway technology and full legal
right to contract for the use of the foregoing by the Company and/or the
Subsidiary.
(vi) PT PaySec has all requisite power to execute and deliver, to perform its
obligations under, and to consummate the transactions contemplated by, this
Agreement, and has received any such consents, approvals or authorizations
necessary for the foregoing. The execution and delivery by PT PaySec and the
performance of its obligations under this Agreement have been duly authorized by
all of its requisite action.
(vii) This Agreement is the legal, valid, and binding obligation of PT PaySec
enforceable against it in accordance with its terms.
5. Termination
This Agreement may be terminated, and the transactions contemplated hereby may
be abandoned, at any time prior to the Effective Date: (i) by mutual written
agreement of the Parties, or (ii) by either the Company or PaySec upon
notification to the non-terminating Party by the terminating Party if:
(i) the terminating Party is not in material breach of its obligations under
this Agreement and there has been a material breach of any representation,
warranty, covenant or agreement on the part of the non-terminating Party set
forth in this Agreement such that the material conditions herein will not be
satisfied; or
(ii) if any court of competent jurisdiction or other competent Governmental or
Regulatory Authority shall have issued an order making illegal or otherwise
permanently restricting, preventing or otherwise prohibiting the transactions
contemplated by this Agreement and such order shall have become final and
non-appealable.
If this Agreement is validly terminated by either of the Parties pursuant to
Section 5, this Agreement will forthwith become null and void and there will be
no liability or obligation on the part of the Parties hereto; provided however,
that nothing contained herein shall relieve: (a) any Party hereto from liability
for willful breach of its representations, warranties, covenants or agreements
contained in this Agreement; nor (b) the Company from its financial obligations
to PT PaySec under Section 3.B above.
Any shares issued by the Company for Black Grace shall not be affected by the
termination of this Agreement, unless agreed otherwise.
6. Indemnification by the Parties
The Parties shall indemnify, defend and hold harmless each of the other Parties
and each of their respective shareholders, members, partners, directors,
officers, managers, employees, agents, attorneys and representatives, from and
against any and all losses which may be incurred or suffered by any such Party
and which may arise out of or result from any breach of any representation,
warranty, covenant or agreement by any of the Parties contained in this
Agreement made as of the Effective Date. Notwithstanding the foregoing, no claim
under this Section may be made, unless notice is given within one (1) year from
the Effective Date.
7. Confidentiality
The Parties, as well as their directors, employees, servants and agents, shall
keep secret and confidential and shall neither use, copy, adapt, alter or part
with possession of nor disclose to any other person any information or material
of a technical or business nature relating in any manner to the business of
either of the Parties and its services. For the avoidance of doubt, such
Confidential Information includes information pertaining to the payment
transactions that are being processed for third parties.
8. Miscellaneous
(a) Notices. All notices, consents, approvals, agreements, authorizations,
acceptances, rejections and waivers under this Agreement must be in writing and
shall be deemed given when: (a) delivered by hand or private, prepaid courier
service to the person specified for the receiving Party at
the address specified above, with a copy (which shall not constitute a notice)
to:
If to the Company and Subsidiary, then to:
Office of Richard Rubin
40 Wall Street-28th Floor
New York, NY 10005
Attn: Richard Rubin, Esq.
email: rrubin@parkavenuegroup.us
If to Black Grace Investment Limited, then to:
Richard Barry
Pay Secured Online, Inc.
Penthouse, V Corporate Centre,
L.P. Leviste St., Salcedo Village, Makati City, Philippines
Email: richard@paysec.com
If to PT PaySec, then to:
Milasari Anggraini
Sona Topas Tower Lt 20, Suite #20-02, Jl.Jend.Sudirman Kav.29,
Jakarta 12920
Email: m.anggraini@intrajasa.com
(b) Choice of Law and Jurisdiction. This Agreement and the rights of the Parties
under it shall be governed by and construed in all respects solely in accordance
with the laws of Indonesia, and the courts of competent jurisdiction located in
Indonesia shall have exclusive jurisdiction with respect to any claim or
procedure arising out of or in connection with this Agreement.
(c) Arbitration. All claims and disputes arising under or relating to this
Agreement are to be settled by binding arbitration in Indonesia or another
location mutually agreeable to the Parties. The arbitration shall be conducted
on a confidential basis pursuant to the commercial arbitration rules in
Indonesia. Any decision or award as a result of any such arbitration proceeding
shall be in writing and shall provide an explanation for all conclusions of law
and fact and shall include the assessment of costs, expenses, and reasonable
attorneys' fees. Any such arbitration shall be conducted by an arbitrator
experienced in Indonesia and shall include a written record of the arbitration
hearing. The Parties reserve the right to object to any individual who shall be
employed by or affiliated with a competing organization or entity. An award of
arbitration may be confirmed in a court of competent jurisdiction.
(d) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(e) Entire Agreement. This Agreement contains the entire agreement between the
Parties with regard to the subject matter hereof. Without limiting the
generality of the foregoing, this Agreement is intended to supersede any
previous agreements or understandings between the Parties.
SCHEDULE A - REVENUE SHARE PAYMENT
A Revenue Share shall be paid as agreed in this Agreement to PaySec as detailed
below:
1. PT. Kinerja Pay Indonesia, the subsidiary of the Company herein, shall pay
monthly Revenue Share to PaySec. The Revenue Share shall be calculated as
follows:
1.1. PaySec shall be entitled to 50% of every MDR charged by PT. Kinerja Pay
Indonesia/Company, or such valuation equivalent to 50% of PT. Kinerja Pay
Indonesia/Company’s total net revenue from transactions arising from the use of
PaySec’s Payment Services.
1.2. Authorized deductions and costs, such as bank charges, shall be considered
in the computation of the 50% Revenue Shares provided the same are agreed by the
Parties.
2. Revenue Share entitlement during the previous month will be paid to PaySec on
or before 10th of the current month.
3. The Revenue Share shall be paid in a life time period as long as PT. Kinerja
Pay Indonesia and/or the Company is still processing using PaySec’s Payment
Services.
(Signatures on Following Page)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the date first written above.
KINERJAPAY CORP. (COMPANY)
/s/: Edwin Witarsa Ng
Name: Edwin Witarsa Ng
Title: CEO
PT. KINERJA PAY INDONESIA (SUBSIDIARY)
/s/: Deny Rahardjo
Name: Deny Rahardjo
Title: CEO
BLACK GRACE INVESTMENT LIMITED
/s/: Richard Barry
Name: Richard Barry
Title: Chief Executive Officer
PT. PAY SECURE ONLINE LIMITED (INDONESIA)
/s/: Milasari Anggraini
Name: Milasari Anggraini
Title: Director
Cooperation and Service Agreement
This Cooperation and Service Agreement (the "Agreement") is made and entered
into as of this 8th day of September, 2016, by and between PT. Kinerja Pay
Indonesia., organized under the laws of Indonesia with offices located at J1.
Multatuli, No. 8A, Medan, Indonesia 20151 ("PT.KPAY") and PT. Indonesia Enam Dua,
organized under the laws of Indonesia with offices located at _J1. Jagir
Sonokromo, No. 98, EG Ruko Mangga,, Dua B10/08, Surabaya, Indonesia ("PT.IED").
Hereinafter, PT.KPAY and PT.IED may be referred to individually, as a "Party"
and collectively, as the "Parties."
WHEREAS, PT.KPAY owns and is the operator of kinerjapay.com, an eCommerce
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; and
WHEREAS, PT.IED owns and operates 62hall, an instant online shop (62Commerce)
which provides: (i) a wide range of products from various categories including
buying and selling precious metals; (ii) online information to search for and
find vendor service providers; and (iii) a broad range of customer service; and
WHEREAS, the Parties desire to enter into this Agreement for the purposes of
coordinating their respective services and cooperating in PT.KPAY's development
of a new ECommerce portal as described below.
NOW THEREFORE, the Parties agree as follows:
1. Portal Development: The Parties agree to share their resources to help
PT.KPAY build a new eCommerce portal called KinerjaMall.com (the "Portal").
2. Portal Ownership: The Portal shall be owned entirely by PT.KPAY as its
Intellectual Property with a joint database from kinerjapay.com and 62Hall.com,
which Portal will act as common marketplace platform for their respective users.
3. Responsibilities: The Parties shall each bear their own responsibility to
grow the business with the following responsibilities:
(i) PT.IED being responsible to grow product database and deal with matters
related to customer service, among other responsibilities; and
(ii) PT.KPAY shall be responsible to facilitate payment options, grow user base,
provide digital products (pulsa and voucher center), other premium items under I
LOVE INDONESIA category; and
(iii) payment solutions, among other responsibilities.
4. Profit Allocation: Profit, which is defined as an item's selling price on the
Portal minus the cost price of the item sold on the Portal (the "Profit") shall
be allocated 90% to PT.KPAY and 10% to PT.IED.
5. Term: The Agreement shall commence on the date first set forth above (the
"Effective Date") and shall continue through the initial term ending on
September 30, 2017 (the "Term") with the right of the Parties, upon mutual
written agreement, to renew the Term for subsequent one-year periods (the
"Renewal Terms"). Notwithstanding the foregoing, either Party may terminate this
Agreement upon sixty (60) days advance written notice.
6. Representations and Warranties of the Parties:
(i) Each of the Parties represent and warrant to the other Party that they are
duly organized, validly existing and in good standing under the laws of
Indonesia and have all requisite power and authority to own, lease and use its
assets as they are currently owned, leased and used and to conduct its business
as it is currently conducted;
(ii) Each of the Parties represent and warrant to the other Party that they have
all requisite power to execute and deliver, to perform their respective
obligations under, and to consummate the transactions contemplated by, this
Agreement; and
(iii) This Agreement is the legal, valid, and binding obligation of the Parties
enforceable against each of them in accordance with its terms.
7. Indemnification by the Parties: The Parties shall indemnify, defend and hold
harmless each of the other Parties and each of their respective shareholders,
members, partners, directors, officers, managers, employees, agents, attorneys
and representatives, from and against any and all losses which may be incurred
or suffered by any such Party and which may arise out of or result from any
breach of any representation, warranty, covenant or agreement by any of the
Parties contained in this Agreement made as of the Effective Date.
Notwithstanding the foregoing, no claim under this Section may be made, unless
notice is given within one (1) year from the Effective Date.
8. Confidentiality: Both Parties, as well as their officers, directors,
employees and agents, shall keep secret and confidential and shall neither use,
copy, adapt, alter or part with possession of nor disclose to any other person
any information or material of a technical or business nature relating in any
manner to the business of either of the parties and its services.
9. Miscellaneous:
(i) Notices. All notices, consents, approvals, agreements, authorizations,
acceptances, rejections and waivers under this Agreement must be in writing and
shall be deemed given when: (a) delivered by hand or private, prepaid courier
service to the person specified for the receiving Party at the address specified
above, with a copy (which shall not constitute a notice) to:
For PT.KPAY, then to:
Office of Richard Rubin
40 Wall Street-28th Floor
New York, NY 10005
Attn: Richard Rubin, Esq.
email: rrubin@parkavenuegroup.us
(ii) Choice of Law and Jurisdiction. This Agreement and the rights of the
Parties under it shall be governed by and construed in all respects solely in
accordance with the laws of Indonesia, and the courts of competent jurisdiction
located in Indonesia shall have exclusive jurisdiction with respect to any claim
or procedure arising out of or in connection with this Agreement.
(iii) Arbitration. All claims and disputes arising under or relating to this
Agreement are to be settled by binding arbitration in Indonesia or another
location mutually agreeable to the parties. The arbitration shall be conducted
on a confidential basis pursuant to the commercial arbitration rules in
Indonesia. Any decision or award as a result of any such arbitration proceeding
shall be in writing and shall provide an explanation for all conclusions of law
and fact and shall include the assessment of costs, expenses, and reasonable
attorneys' fees. Any such arbitration shall be conducted by an arbitrator
experienced in Indonesia and shall include a written record of the arbitration
hearing. The parties reserve the right to object to any individual who shall be
employed by or affiliated with a competing organization or entity. An award of
arbitration may be confirmed in a court of competent jurisdiction.
(iv) Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(v) Entire Agreement. This Agreement contains the entire agreement between the
Parties with regard to the subject matter hereof. Without limiting the
generality of the foregoing, this Agreement is intended to supersede any
previous agreements or understandings between the Parties.
(Signatures on Following Page)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the date first written above.
PT. KINERJA PAY INDONESIA
/s/: Deny Rajardjo
Name: Deny Rahardjo
Title: CEO
PT. INDONESIA ENAM DUA
/s/: Leonardo Iswanto
Name: Leonardo Iswanto
Title: Director