Item 1. Business.
Back to Table of Contents As used in this Annual Report on Form 10-K (this "Report"), 	references to the "Company," the "Registrant," "we," "our," "us" or "KinerjaPay 	Corp" f/k/a Solarflex Corp., unless the context otherwise indicates.
Forward-Looking Statements
This Report contains forward-looking statements. For this purpose, any 	statements contained in this Report that are not statements of historical 	fact may be deemed to be forward-looking statements. Forward-looking 	information includes statements relating to future actions, prospective 	products, future performance or results of current or anticipated products, 	sales and marketing efforts, costs and expenses, interest rates, outcome of 	contingencies, financial condition, results of operations, liquidity, 	business strategies, cost savings, objectives of management, and other 	matters. You can identify forward-looking statements by those that are not 	historical in nature, particularly those that use terminology such as "may," 	"will," "should," "expects," "anticipates," "contemplates," "estimates," 	"believes," "plans," "projected," "predicts," "potential," or "continue" or 	the negative of these similar terms.
The Private Securities Litigation Reform Act of 1995 provides a "safe 	harbor" for forward-looking information to encourage companies to provide 	prospective information about themselves without fear of litigation so long 	as that information is identified as forward-looking and is accompanied by 	meaningful cautionary statements identifying important factors that could 	cause actual results to differ materially from those projected in the 	information.
These forward-looking statements are not guarantees of future performance 	and involve risks, uncertainties and assumptions that we cannot predict. In 	evaluating these forward-looking statements, you should consider various 	factors, including the following: (a) those risks and uncertainties related 	to general economic conditions, (b) whether we are able to manage our 	planned growth efficiently and operate profitable operations, (c) whether we 	are able to generate sufficient revenues or obtain financing to sustain and 	grow our operations, (d) whether we are able to successfully fulfill our 	primary requirements for cash, which are explained below under "Liquidity 	and Capital Resources." We assume no obligation to update forward-looking 	statements, except as otherwise required under the applicable federal 	securities laws.
Corporate Background
The Company was incorporated in Delaware on February 12, 2010 under the 	name Solarflex Corp. for the purpose of developing, manufacturing and 	selling a solar photovoltaic element, a device that converts light into 	electrical flow (also known as a photovoltaic cell) based on certain 	proprietary technology to enable an increase in solar energy conversion and 	provide energy at a lower cost.
On March 10, 2010, the Company entered into an agreement with an 	unaffiliated third party to purchase all right, title, and interest in a 	patent application, Israel Patent Application Number 198369, for the design 	and manufacturing of a solar photovoltaic element (the "Patent Agreement") 	in consideration for our agreement to pay the seller an amount equal to 10% 	of the royalties that generated from our commercial exploitation of the 	technology. From March 2010, the date of the Patent Sale Agreement, to the 	present, we did not generate any revenues from the sale of any solar 	photovoltaic element, nor did we successfully manufacturer or construct a 	working prototype, either on our own or through third-party manufacturers.
On May 14, 2013, the Company entered into an Asset Purchase Agreement 	with International Executive Consulting SPRL, organized under the laws of 	Belgium ("IEC"), for the purchase of certain equipment (the "Equipment") to 	be used in the development and manufacture of our photovoltaic cell, in 	consideration for a cash payment of $30,000 and the issuance of 60 million 	shares of common stock, par value $0.0001 (the "Shares"), valued at $180,000 	or $.03 per Share, representing approximately 44% of our outstanding Common 	Stock at May 14, 2013.
Our solar technology business plan was to use the Equipment to: (i) 	develop a working prototype of our photovoltaic cell for testing and 	evaluation; (ii) enter into arrangements with third parties for a 	manufacturing process to produce the photovoltaic elements for sale to solar 	panel producers; and (iii) enter into distribution agreements for the 	commercial sale of our products.
From the date of the Asset Purchase Agreement through mid 2015, the 	Equipment was not in working order, nor was there any estimated timeline for 	our ability to use the Equipment to manufacture of photovoltaic cells 	exploiting our solar panel technology. As a result, we determined that it 	was not in the best interests of the Company or its shareholders to continue 	to devote resources towards efforts to commercially exploit our photovoltaic 	cell technology through the use of the Equipment or otherwise. Rather, we 	determined during the 4th quarter of 2015 to evaluate potential business 	opportunities.
On November 10, 2015, the Company entered into an Asset Purchase 	Rescission Agreement with IEC (the "Rescission Agreement") pursuant to 	which: (i) we transferred and assigned all right, title and interest in the 	Equipment back to IEC; (ii) IEC returned 10 million of the 60 million 	Shares back to the Company; (iii) IEC transferred and assigned the remaining 	50 million Shares to Mr. Edwin Witarsa Ng, a resident of Indonesia, who was 	appointed as Chairman of our Board of Directors, in consideration for a cash 	payment by Mr. Ng of $20,000 to IEC. The rationale for the Rescission 	Agreement was based upon the Registrant's determination not to pursue the 	use and commercial exploitation of the Equipment in furtherance of its 	former solar energy business plan. The foregoing disclosure, among other 	information, was included in the Company's Form 8-K filed with the SEC on 	November 17, 2015.
Recent Developments
On December 1, 2015, the Company entered into a license agreement (the 	"License Agreement") 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 (the "KinerjaPay IP") 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 having advanced functionality features, 	among others, and is among the first portals to allow users the convenience 	to top-up phone credit, in consideration for the payment of royalties.
The KinerjaPay IP and its related website, KinerjaPay.com, is used to: 	(i) facilitate users' buying and selling activities; (ii) enable users to 	make payments on merchant sites using KinerjaPay's e-wallet services; (iii) 	allow users to gamify their shopping experience through the KinerjaPay 	platform; and (iv) provide users with an "end-to-end" solution for on-line 	shopping, secure bill payment capability, game playing and saving, in real 	time via web or Android apps.
In furtherance of our plan for KinerjaPay IP's growth world-wide, we 	agreed in the License Agreement to raise equity capital in the minimum 	amount of $500,000 (the "Minimum Offering") and the maximum amount of 	$2,500,000 (the "Maximum Offering") through the offering of units (the "Unit 	Offering") to "accredited investors" who are not U.S. Persons pursuant to 	Regulation S promulgated by the SEC under the Securities Act of 1933, as 	amended (the "Act"), is at a price of $0.50, each Unit, each consisting of 1 	share of common stock and 1 class A warrant exercisable for a period of 24 months to 	purchase 1 additional share of common stock at $1.00.
We also agreed to file a Schedule 14C with the SEC to: (i) change the 	Company's name from Solarflex Corp. to KinerjaPay Corp.; (ii) implement a 	reverse split of the Company's presently issued and outstanding 139,610,386 	Shares on a 1 for 30 basis resulting in 4,653,680 Shares on the effective 	date of the reverse split; and (iii) authorize 10,000,000 shares of 	Preferred Stock, which may be issued in one or more series, with the Board 	of Directors of the Corporation is authorized to fix the powers, 	preferences, rights, qualifications, limitations or restrictions of the 	Preferred Stock (collectively, the "Corporate Actions").
On January 20, 2016, the Company closed the Minimum Offering after it 	received subscription proceeds in excess of $500,000, while the Unit 	Offering is continuing, and on January 29, 2016, the Company filed the 	Definitive 14C to implement the Corporate Actions followed by the submission 	on February 2, 2016, of the application with FINRA to approve the name 	change and the reverse split. A copy of the Certificate of Amendment to the 	Certificate of Incorporation is attached to this Form 10-K as Exhibit 3.1(i).
As of February 11, 2016, the Company's name change to KinerjaPay Corp. 	and its one-for-thirty reverse stock split are pending with FINRA.
E-Commerce Business of KinerjaPay.com
The e-commerce market in Indonesia, where our business is based and where 	our initial marketing efforts will be focused, is reported to be the fastest 	growing in the Southeast Asian region. It has also been reproted that 	e-commerce activities in Indonesia are expected to surpass US$25 billion 	during 2016. In early 2015, prior to the grant by PT Kinerja of our License 	to exploit the KinerjaPay IP and our entry into the e-commerce business, KinerjaPay launched its 	e-commerce payment portal, KinerjaPay.com, which 	offers users the convenience of e-wallet service for bill transfer and 	online shopping, together with enhanced functionality and gamification 	(which is defined as the application of game-design elements and game 	principles in non-game contexts). These features, we believe will allow the 	KinerjaPay users to conveniently conduct payment activities using 	KinerjaPay's web and/or Android apps, including utility payment, phone 	bills, credit card payments, and also permits users to top-up (add credit 	to) phone credit.
The KinerjaPay.com portal has also been highly rated in the User Daily 	Time spent in the Indonesian market, according to web analytics provided by 	Alexa.com, an Amazon Company. These functionality features were instrumental 	in enabling KinerjaPay to generate revenues from user sign-ups during the 	period from the KinerjaPay.com launch in February 2015 through December 31, 	2015. To conduct our marketing as well as our billing and collection 	activities, we recently organized a new, wholly-owned subsidiary, PT 	KinerjaPay, in Indonesia, which will commence business in February 2016. 	Notwithstanding the foregoing, KinerjaPay was granted the License to 	commercially exploit the KinerjaPay IP and operate KinerjaPay.com in 	December 2015 and there can be no assurance that we will be able to 	successfully operate the the KinerjaPay portal, continue to experience the 	growth that commenced prior to our License and compete in the highly 	competitive e-commerce market in Indonesia and Southeast Asia, much less our 	planned efforts to expand the business internationally.
The E-Commerce Market
Indonesia, the world's fourth most-populous country, having a population 	estimated at 255 million people, is rapidly becoming the major economic 	power in the Southeast Asia region. Over 50% of its population is below the 	age of 30 and as a result, we believe the population is highly adaptive to 	new technology. A mobile-first country, as opposed to landline-based, 	Indonesia is projected to have as many as 1.7 billion internet-connected 	devices with over 200 million active internet users by 2020, the highest 	percentage of internet users compared to other Southeast Asian countries 	according to a report in the Singapore Post.
Sales and Marketing
As discussed above, the Kinerja.com platform was only launched in 	February 2015 but still managed to achieve positive positve market 	acceptance evidenced by having more than 13,000 users/customers and 	processed more than 90,000 e-commerce transactions in 2015.
With our recent organization of PT KinerjaPay Ltd, our wholly-owned 	subsidiary, during 2016 we will actively market Kinerjapay.com and its 	ability to provide a marketplace for merchants/sellers to sell their 	products and services to their customers and our users. In addition to the 	usual physical products, the platform also later focuses more towards 	digital items such as discounted deals for finance & business (F&B) and 	mobile phone prepaid top-up vouchers, among other products and services.
Through our subsidiary, we plan to increase our user-base by, among other 	marketing techniques, advertising on Facebook®, YouTube®, Twitter®, AdWords®, 	AdChoices® and Instagram®. We also contemplate using other marketing 	programs such as time sale promotion, special deals, daily bonus, SMS and 	email promotion, events at malls and other creative sales and marketing 	techniques.
We also will continue to use the referral program (MGM - 	Member Get Member) that was recently launched prior to our License to 	incentivize members in referring others to the KinerjaPay platform. In 	additon, we will continue the KinerjaPay practice of using online business 	workshops, open stands at shopping malls and setting up merchant recruit to 	acquire new merchants. It is also common that existing members of 	Kinerjapay.com will becoming merchants by selling their products in through 	our portal. However, there can be no assurance that marketing practices used 	by others or those previously used by KinerjaPay prior to our License will 	continue to be successful for our new subsidiary, PT KinerjaPay, in the 	future, notwithstanding any success we achieve in our capital raising 	activities.
Intellectual Property
KinerjaPay's business models 	are around digital e-wallet to act as escrow account for online shopping 	transaction, gamification features to deliver highly engaged user 	experiences and digital plus traditional online marketplace. KinerjaPay also 	focus in delivering the best experience through mobile e-commerce platform 	which is highly preferred in Indonesia market. Android has been chosen as it 	has more than 80% of mobile platform market share in Indonesia, according to 	Daily Social id, while iOS is currently being developed.
A 	proprietary in-house development digital e-wallet provides KinerjaPay.com 	members the ability to transact in internal; marketplace safely and 	conveniently. It acts as escrow account as buyer in which the payment will 	only be released to the seller once the good is received. It also allows 	electronic payment to other utility services such as electricity, water, 	telephone and credit card bills.
Gamification is something very 	unique compared with other competitors at the moment and has been proven to 	be hugely popular with the members. The platform provides wide array of 	bonuses for being active user in Kinerjapay.com (daily bonus, quest bonus 	and activity bonus). They can convert the bonus into an internal point 	system (called KPAY Points) which they can use to redeem certain goods in 	the system. KinerjaPay.com also provides a proprietary Item Mall for members 	to purchase virtual goods that comes with certain functionality or benefits.
KinerjaPay.com provides simple way for members to transact in the 	marketplace. It comes with a "Max 3-steps" concept to streamline the 	experience. Members can just choose the item, check out and make payment 	using their e-wallet or other payment solutions. One unique system is 	referred as "Open Market" for digital products in which the buyer can state 	what they are interesting in buying which the order would be accepted by any 	merchants in the system. This "reverse market" has been hugely popular for 	item such as mobile phone prepaid top up vouchers that itself is billion 	dollar business per annum in Indonesia.
Merchants can also join 	easily using "KinerjaPay for Merchant" applications or from merchant section 	of kinerjapay.com. They are required to submit their identity card and other 	important information to join the platform which is to increase the quality 	and safety of the platform.
Competition
The e-commerce 	marketplace in Indonesia and the greater Southeast Asian region has become 	very active only during the past several years with a few major companies 	that were funded by big institutional investors. To a lesser extent, there 	are local and a few regional companies that have entered the e-commerce 	market. The products being offered in the marketplace have typically been 	physical items across few different categories such as electronics and 	gadgetry, fashion items and household goods. These e-commerce entities 	typically are charging transaction fees of from 2% to 5% per transaction.
There has been a recent surge in vertical e-commerce players that 	focus on specific items or industries such as travel (rail and flight 	tickets and hotel), fashion or consumable goods. At present, there are 	relatively few competitors operating in the digital marketplace, where we 	will operate and where KinerjaPay.com operated prior to the grant of our 	License, especially in mobile phone prepaid top up vouchers, an area in 	which we may be the first and hope to be able to dominate. KinerjaPay.com 	offers more integrated digital and physical products marketplace with the 	lowest transaction fees of 2%.
The other form of competition is in 	the form of online payment solution such as payment gateway and other 	digital e-wallet solutions that are provided by banks or telecommunication 	companies. These are typically stand-alone providers and depend on other 	marketplace platform to generate real transaction activities. KinerjaPay 	offers seamless and safe experiences for online transaction by combining its 	e-wallet features with the marketplace, the basis upon which we expect will 	help us differentiate from our competitors.
Government Regulation
KinerjaPay is in compliance with Indonesian governmental regulations 	applicable to e-commerce businesses that facilitate online transactions 	between sellers and buyers. KinerjaPay received the requisite GeoTrust 	Certificate in March 2014 in which entire user transactions have been 	protected by 256-bit encryption. This is understood to provide a safe platform for 	online transaction.
Employees
The Company's 	subsidiary will engage PT Kinerja Indonesia, our Licensor, to provide 	necessary R&D, technical support, procurement/logistic and IT operational 	services and other technology support. PT Kinerja Indonesia currently has 40 	employees and plans to increase its staff to up to 80 people by end 2016, to 	fulfill the Company's business plan, among other purposes. In addition, PT 	KinerjaPay, our subsidiary, will hire approximately 5 persons, principally 	to be engaged in sales and marketing, billing and collections, reporting to 	the executive officers and board of directors of the Company. The Company 	believes, based upon the large base of highly-skilled technical and sales 	people in Indonesia, that it will be able to hire and retain the personnel 	required to fulfill the Company's business plan for the foreseeable future.
Transfer Agent
Our stock transfer agent is Transfer Online, Inc., 	with offices located at 512 SE Salmon Street, Portland, OR 97214. Their 	telephone number is (503) 227 2950, their fax number is (503) 227 6874, and 	their website is transferonline.com.
Item 1A.
Item 1A. Risk Factors. Back to Table of Contents
You should consider carefully the risks described below, 	together with all of the other information in this Form 10-K, before making 	a decision to invest in our common stock. If any of the following risks 	actually occurs, our business, financial condition and results of operations 	could suffer. In this case, the trading price of our common stock could 	decline and you may lose all or part of your investment in our common stock.
Risks Related To Our Business
Our Independent Registered Public Accounting Firm has expressed 	substantial doubt as to our ability to continue as a going concern.
The audited financial statements have been prepared assuming that we will 	continue as a going concern and do not include any adjustments that might 	result if we cease to continue as a going concern. We believe that in order 	to continue as a going concern, including the costs of being a public 	company, we will need approximately $30,000 per year simply to cover the 	administrative, legal and accounting fees. We plan to fund these expenses 	primarily through cash flow, the sale of restricted shares of our Common 	Stock, and the issuance of convertible notes.
Based on our financial statements for the years ended December 31, 2015 	and 2014, our independent registered public accounting firm has expressed 	substantial doubt as to our ability to continue as a going concern. To date 	we have not generated any revenue.
Notwithstanding our success in raising over $500,000 from the private 	sale of equity securities in January 2016 and our expectation that we will 	be successful in raising up to an additional $2 million during the first 	quarter of 2016, there can be no assurance that we will continue to be 	successful in raising equity capital and have adequate capital resources to 	fund our operations or that any additional funds will be available to us 	when needed or at all, or, if available, will be available on favorable 	terms or in amounts required by us. If we are unable to obtain adequate 	capital resources to fund operations, we may be required to delay, scale 	back or eliminate some or all of our plan of operations, which may have a 	material adverse effect on our business, results of operations and ability 	to operate as a going concern.
Our limited operating history does not afford investors a sufficient 	history on which to base an investment decision.
On December 1, 2015, we were granted an exclusive, world-wide license by 	PT Kinerja Indonesia, our licensor, to KinerjayPay IP and its website, 	KinerjaPay.com, an e-commerce platform that provides users with the 	convenience of e-wallet service for bill transfer and online shopping having 	advanced functionality features, among others (the "License"). KinerjaPay 	was first launched by PT Kinerja Indonesia in February 2015 and only has a 	limited operating history. See the disclosure under "Description of 	Business" and in Risk Factors below. As a result of KinerjaPay's limited operating history, we may not become profitable in the 	near future, if at all. If we are unable to reach profitability, our stock 	price would decline and our ability to continue to raise capital, either 	equity or debt, may be adversely effected. The long-term revenue and income 	prospects of our business and the market for electronic online payments have 	not been proven. We will encounter risks and difficulties commonly faced by 	early-stage companies in new and rapidly evolving markets.
We plan to make significant investments using our recently raised equity 	capital in our newly-organized Indonesian subsidiary, PT KinerjaPay 	Indonesia, which entity will conduct all of our e-commerce sales and 	marketing efforts as well as all billing and collection activities. 	Notwithstanding our ability to raise equity capital to date and our 	expectation to be able to raise up to an additional $2 million during 	February 2016, we may not be able to achieve profitability in the 	foreseeable future, if at all. Our ability to achieve profitability will 	depend on, among other things, market acceptance of our e-commerce Portal 	and our ability to compete effectively with other e-commerce businesses 	operating in Indonesia and the wider Southeast Asian market (our "Initial 	Target Markets"). We cannot assure you that the relatively new market for 	e-commerce also known as online electronic payment portals in our initial 	Target Markets will remain viable. We expect to invest substantial amounts 	to:
 Drive consumer and merchant awareness of online electronic payments;
 Persuade consumers and merchants to sign up for and use our electronic 	payment product;
 Improve our system infrastructure to handle seamless 	processing of transactions;
 Continue to develop our payment portal;
 Expand into international markets; and
 Broaden our customer base.
We may fail to implement successfully these initiatives. This would 	adversely impact our revenues. There can be no assurance at this time that 	we will be able to operate profitably or that we will have adequate working 	capital to meet our obligations as they become due. Investors must consider 	the risks and difficulties frequently encountered by early stage companies, 	particularly in rapidly evolving markets. Such risks include the following:
 competition;
 need for acceptance of our Portal;
 ability to 	develop a brand identity;
 ability to anticipate and adapt to a 	competitive market;
 ability to effectively manage rapidly expanding 	operations;
 amount and timing of operating costs and capital 	expenditures relating to expansion of our business, operations, and 	infrastructure; and
 dependence upon key personnel to market our product 	and the loss of one of our key managers may adversely affect the marketing 	of our product.
We cannot be certain that our business strategy will be successful or 	that we will successfully address these risks. In the event that we do not 	successfully address these risks, our business, prospects, financial 	condition, and results of operations could be materially and adversely 	effected.
Our revenues will be dependent upon acceptance of our Portal by the 	market. The failure of such acceptance will cause us to curtail or cease 	operations.
Uncertainty exists as to whether our Portal will be accepted by the 	market. A number of factors may limit the market acceptance of our portal, 	including the availability of alternative electronic payment portals and the 	price of our services relative to alternative payment processing portals. 	There is a risk that potential clients will be encouraged to continue to use 	other portals and/or payment methods instead of ours. We are assuming that, 	notwithstanding the fact that our Portal is new in the market, potential 	customers will elect to use our Portal.
Our revenues are expected to come from the sale of our Portal services. 	As a result, we will continue to incur operating losses until such time as 	our revenues reach a mature level and we are able to generate sufficient 	cash flow to meet our operating expenses. There can be no assurance that the 	market will adopt our Portal. In the event that we are not able to 	successfully market and significantly increase the number of Portal users, 	or if we are unable to charge the necessary fees, our financial condition 	and results of operations will be materially and adversely affected.
Software failures, breakdowns in the operations of the servers and 	communications systems upon which we must rely or glitches or malfunctions 	in our Portal technology could hurt our reputation, revenues and 	profitability.
Our success depends on the efficient and uninterrupted operation of the 	servers and communications systems owned and operated by PT Kinerja 	Indonesia, the licensor of our KinerjaPay IP and KinerjaPay.com. We intend 	to enter into an agreement with PT Kinerja Indonesia to operate all of the 	servers, as well as provide hosting and maintenance services and the 	infrastructure systems, upon which we shall rely. A failure of these systems 	and services could impede our e-commerce business by delays in processing of 	data, delivery of databases and services, client data and day-to-day 	management of our business. While all of our operations will have disaster 	recovery plans in place, they might not adequately protect us. Despite any 	precautions we take and PT Kinerja Indonesia already has in place, damage 	from fire, floods, hurricanes, power loss, telecommunications failures, 	computer viruses, break-ins and similar events at their computer facilities 	could result in interruptions in the flow of data to our customers. In 	addition, any failure by the computer environment to provide our required 	data communications capacity could result in interruptions in our service. 	In the event of a server failure, we could be required to transfer our 	client/customer data operations to an alternative provider of server hosting 	services. Such a transfer could result in delays in our ability to deliver 	our services to our customers.
To the extent that glitches or errors cause our Portal to malfunction and 	our customers' use of Portal is interrupted, our reputation in our Initial 	Target Markets could suffer and our potential revenues could decline or be 	delayed until such glitches or errors are remedied, which will not be within 	our control. We may also be subject to liability for the glitches and 	malfunctions. There can be no assurance that, despite the expertise of PT 	Kinerja Indonesia, glitches and/or errors in our service or new releases or 	upgrades will not occur, resulting in loss of future revenues or delay in 	market acceptance, diversion of development resources, damage to our 	reputation, potential litigation, or increased service costs, any of which 	would have a material adverse effect upon our business, operating results 	and financial condition.
Long-term disruptions in the Portal infrastructure provided by PT Kinerja 	Indonesia caused by events such as natural disasters, the outbreak of war, 	the escalation of hostilities and acts of terrorism, particularly involving 	locations in Indonesia for which we will have no control, could adversely 	effect our e-commerce business. Although, we plan to carry property and 	business interruption insurance for our business operations, our coverage 	might not be adequate to compensate us for all losses that may occur.
We face risks related to the storage of customers' confidential and 	proprietary information.
Our KinerjaPay.com website, which will be maintained by PT Kinerja 	Indonesia, is designed to maintain the confidentiality and security of our 	customers' confidential and proprietary data that are stored on their server 	systems, which may include sensitive personal data. However, any accidental 	or willful security breaches or other unauthorized access to these data 	could expose us to liability for the loss of such information, 	time-consuming and expensive litigation and other possible liabilities as 	well as negative publicity which may be expected to adversely effect our 	business and operations. Techniques used to obtain unauthorized access or to 	sabotage systems change frequently and generally are difficult to recognize 	and react to. We must rely on PT Kinerja Indonesia which may be unable to 	anticipate these techniques or implement adequate preventative or 	reactionary measures.
We might incur substantial expense to further develop and commercially 	exploit our KinerjaPay.com Portal which may never become sufficiently 	successful.
Our growth strategy requires the successful expansions of our e-commerce 	business and our KinerjaPay.com website. Although management will take every 	precaution to ensure that our Portal will, with a high degree of likelihood, 	achieve market acceptance and therefore commercial success, there can be no 	assurance that this will be the case. The causes for commercial failure can 	be numerous, including:
 market demand for our e-commerce products and services prove to be 	smaller than we expect;
 competitive e-commerce providers, either 	presently in our Initial Target Markets or who join our Initial Target 	Markets may have superior performanceand, as a result, greater market 	accpetance;
 further Portal development turns out to be more costly 	than anticipated or takes longer;
 our Portal requires significant 	adjustment to changing market conditions, rendering the Portal uneconomic or 	extending considerably the likely investment return period;
 additional 	regulatory requirements are imposed which increase the overall costs of 	running our Portal;
 Customers may be unwilling to adopt and/or use our 	Portal.
Card association rules may change or certain practices could 	negatively affect our business and, if we do not comply with these rules, 	could result in our inability to accept credit cards. If we are unable to 	accept credit cards, our competitive position would be critically damaged.
We are not a bank and as a result we barred from belonging to and 	directly access the credit card associations or the bank payment network. We 	must therefore rely on banks and their service providers to process our 	transactions. We must comply with the operating rules of the credit card 	associations and bank payment networks as they apply to merchants. The 	associations' member banks set these rules, and the associations interpret 	the rules. Some of those member banks compete with us. Credit card 	associations could adopt new operating rules or interpretations of existing 	rules which we may find difficult or even impossible to comply with, in 	which case we could lose our ability to give customers the option of using 	credit cards to support their payments. If we were unable to accept credit 	cards our competitive position would be critically damaged.
We face considerable risks of loss due to fraud and/or disputes between 	senders and recipients. If we are unable to deal effectively with losses 	from fraudulent transactions, our losses from fraud would increase, and our 	business would be materially adversely effected.
We face significant risks of loss due to fraud and disputes between 	senders and recipients, including:
 unauthorized use of credit cards and bank account information and 	identity theft;
 merchant fraud and other disputes;
 system security 	breaches;
 fraud by employees; and
 use of our system for illegal 	purposes.
When a sender pays a merchant for goods or services 	through our Portal using a credit card and the cardholder is defrauded or 	otherwise disputes the charge, the full amount of the disputed transaction 	gets charged back to us and our credit card processor levies additional fees 	against us, unless we can successfully challenge the chargeback. Chargebacks 	may arise from the unauthorized use of a cardholder's card number or from a 	cardholder's claim that a merchant failed to perform. If our chargeback rate 	becomes excessive, credit card associations also can require us to pay fines 	and could terminate our ability to accept their cards for payments. We 	cannot assure you that chargebacks will not arise in the future.
We have taken measures to detect and reduce the risk of fraud, but we 	cannot assure you of these measures' effectiveness. If these measures do not 	succeed, our business will be adversely effected.
We may incur chargebacks and other losses from merchant fraud, payment 	disputes and insufficient funds, and our liability from these items could 	have a material adverse effect on our business and result in our losing the 	right to accept credit cards for payment as a result of which our ability to 	compete could be impaired, and our business would suffer.
While KinerjaPay did not incur any chargebacks during 2015, we may incur 	losses from merchant fraud, including claims from customers that merchants 	have not performed, that their goods or services do not match the merchant's 	description or that the customer did not authorize the purchase. Our 	liability for such items could have a material adverse effect on our 	business, and if they become excessive, could result in our losing the right 	to accept credit cards for payment.
Unauthorized use of credit cards and bank accounts could expose us to 	substantial losses. If we are unable to detect and prevent unauthorized use 	of cards and bank accounts, our business would suffer.
The highly automated nature of, and liquidity offered by, our Portal 	makes us an attractive target for fraud. In configuring our Portal 	technology, we face an inherent trade-off between customer convenience and 	security. We believe that several of our current and former competitors in 	the electronic payments business have gone out of business or significantly 	restricted their businesses largely due to losses from this type of fraud. 	We expect that technically knowledgeable criminals will continue to attempt 	to circumvent our anti-fraud systems. During the year ended December 31, 	2015, KinerjayPay did not incur any chargebacks but there can be no 	assurance that we will not incur chargebacks in the future.
Security and privacy breaches in our Portal may expose us to 	additional liability and result in the loss of customers, either of which 	events could harm our business and cause our stock price to decline.
Our inability, or the inability of PT Kinerja Indonesia, as the case may 	be, to protect the security and privacy of our electronic transactions could 	have a material adverse effect on our profitability. A security or privacy 	breach could:
 expose us to additional liability;
 increase our expenses relating 	to resolution of these breaches; and
 discourage customers from using 	our product.
We cannot assure you that our system applications designed for data 	security will effectively counter evolving security risks or address the 	security and privacy concerns of existing and potential customers. Any 	failures in our security and privacy measures could have a material adverse 	effect on our business, financial condition and results of operations.
We could incur substantial losses from employee fraud and, as a 	result, our business would suffer.
The type and scale of electronic payments that we handle for our 	customers makes us vulnerable to employee fraud or other internal security 	breaches. We cannot assure you that our internal security systems will 	prevent material losses from employee fraud.
Our Portal might be used for illegal or improper purposes, which could 	expose us to additional liability and harm our business.
Despite measures we have taken to detect and prevent identify theft, 	unauthorized uses of credit cards and similar misconduct, our electronic 	online payment portal remains susceptible to potentially illegal or improper 	uses. These may include illegal online gaming, fraudulent sales of goods or 	services, illicit sales of prescription medications or controlled 	substances, software and other intellectual property piracy, money 	laundering, bank fraud, child pornography trafficking, prohibited sales of 	alcoholic beverages and tobacco products and online securities fraud. 	Despite measures we have taken to detect and lessen the risk of this kind of 	conduct, we cannot assure you that these measures will succeed. Our business 	could suffer if customers use our system for illegal or improper purposes.
In addition, we classify merchants who historically have experienced 	significant chargeback rates, such as online gaming-related service 	providers and online gaming merchants as "higher risk". The legal status of 	many of these higher risk accounts is uncertain, and if these merchants are 	prohibited or restricted from operating in the future, our revenue from fees 	generated from these accounts would decline. Proposed legislation has been 	introduced in Indonesia that operation of an Internet gaming business, sales 	of alcoholic beverages and other activities violates Indonesian law, and to 	prohibit payment processors such as us from processing payments for those 	activities. If merchants accept these illegal activities, we could be 	subject to civil and criminal lawsuits, administrative action and 	prosecution for, among other things, money laundering or for aiding and 	abetting violations of law. We would lose the revenues associated with these 	accounts and could be subject to material penalties and fines, both of which 	would seriously harm our business.
Our status under certain Indonesian and international financial 	services regulation is unclear. Violation of or compliance with present or 	future regulation could be costly, expose us to substantial liability, force 	us to change our business practices or force us to cease offering our 	current product.
We operate in an industry subject to government regulation. We currently 	are subject to certain Indonesian regulations in our role as money transfer 	agent and are therefore subject to Indonesian electronic fund transfer and 	money laundering regulations. In the future, we might be subjected to:
 banking regulations;
 additional money transmitter regulations and 	money laundering regulations;
 international banking or financial 	services regulations or laws governing other regulated industries; or
 	U.S. and international regulation of Internet transactions.
If we are 	found to be in violation of any current or future regulations, we could be:
 exposed to financial liability, including substantial fines which could be 	imposed on a per transaction basis and disgorgement of our profits;
 	forced to change our business practices; or
 forced to cease doing 	business altogether or with the residents of one or more states or 	countries.
However, we cannot assure you that the steps we have taken to address any 	regulatory concerns will be effective. If we are found to be engaged in an 	unauthorized banking business, we might be subject to monetary penalties and 	adverse publicity and might be required to cease doing business. Even if the 	steps we have taken to resolve any concerns are deemed sufficient by the 	regulatory authorities, we could be subject to fines and penalties for our 	prior activities. The need to comply with laws prohibiting unauthorized 	banking activities could also limit our ability to enhance our services in 	the future.
We are subject to laws and regulations on money laundering and 	reporting of suspicious activities that could have a material adverse impact 	on our business and could subject us to civil and criminal liability.
We are subject to U.S. money laundering laws and regulations that 	prohibit, among other things, our involvement in transferring the proceeds 	of criminal activities. These laws and regulations require us to operate an 	anti-money laundering program that contains at least the following elements: 	written policies and procedures (including those relating to customer 	identification), training for employees, designation of a compliance 	officer, and regular independent review of the program. We have adopted a 	program to comply with these regulations, but any errors or failure to 	implement the program properly could lead to lawsuits, administrative 	action, fine and/or prosecution by the government. The interpretation of 	suspicious activities in this context is uncertain. Future regulations under 	the USA Patriot Act may require us to revise the procedures we take to 	verify the identity of our US based customers and to monitor more closely 	international transactions. These regulations could impose significant costs 	on us or make it more difficult for new customers to join our network. We 	could be required to learn more about our customers before opening an 	account, to obtain additional verification of international customers, or to 	monitor our customers' activities more closely. These requirements could 	raise our costs significantly and reduce the attractiveness of our payment 	portal. Failure to comply with US money laundering laws could result in 	significant criminal and civil lawsuits, penalties and forfeiture of 	significant assets.
Even if we comply with these enforcement agencies could seize customer 	funds that are proceeds of unlawful activity, which could result in adverse 	publicity for us and affect our business adversely. If certain customers or 	merchants are involved in illegally operations, we may be subject to civil 	or criminal prosecution for numerous laws, including but not limited to 	money laundering laws. In addition, future regulation in this area is 	likely, and we cannot predict how such regulation would affect us. Complying 	with such regulation could be expensive or require us to change the way we 	operate our business.
Our status under banking or financial services laws or other laws in 	countries outside Indonesia is unclear. The cost of obtaining any required 	licenses or regulatory approvals in other countries could affect our future 	profitability.
We currently offer our e-commerce products and services to customers both 	within and outside of Indonesia. However, during 2015, we did not process 	any credit cards outside of Indonesia. It is not clear whether, in order to 	provide our product in compliance with local law, we need to be regulated as 	a bank or financial institution or otherwise. If we were found to be subject 	to and in violation of any foreign laws or regulations, we could be subject 	to liability, forced to change our business practices or forced to suspend 	operations in one or more countries. Alternatively, we could be required to 	obtain licenses or regulatory approvals that could impose a substantial cost 	on us and involve considerable delay to the development of our product. 	Implementation of our plans to enhance the attractiveness of our product for 	international customers, in particular our plans to offer customers the 	ability to transact business in major currencies in addition to the 	Indonesian currency, will increase the risks that we could be found in 	violation of laws or regulations in countries outside Indonesia.
We are subject to Indonesian and foreign government regulation of the 	Internet, the impact of which is difficult to predict. We could be exposed 	to significant liabilities and expenses if we are required to comply with 	new or additional regulations, and as a result, our business could suffer.
There are currently few laws or regulations that apply specifically to 	the sale of goods and services on the Internet. The application to us of 	existing laws and regulations relating to issues such as banking, currency 	exchange, online gaming, electronic contracting, consumer protection and 	privacy is unclear. Our liability if our customers violate laws on pricing, 	taxation, impermissible content, intellectual property infringement, unfair 	or deceptive practices or quality of services is also unclear. In addition, 	we may become subject to new laws and regulations directly applicable to the 	Internet or our activities. Any existing or new legislation applicable to us 	could expose us to substantial liability, including significant expenses 	necessary to comply with these laws and regulations, and reduce use of the 	Internet on which we depend.
An increase in the taxation of electronic commerce transactions may make 	the Internet less attractive for consumers and businesses, which could have 	a material adverse effect on our business, results of operations and 	financial condition.
Our financial success will remain highly sensitive to changes in the 	rate at which our customers fund payments using credit cards rather than 	bank account transfers. Our profitability could be harmed if the rate at 	which customers fund using credit cards goes up.
We pay significant transaction fees when senders fund payment 	transactions using credit cards, nominal fees when customers fund payment 	transactions by electronic transfer of funds from bank accounts and no fees 	when customers fund payment transactions from an existing account balance 	with us. Senders may resist funding payments by electronic transfer from 	bank accounts because of the greater protection offered by credit cards, 	including the ability to dispute and reverse merchant charges, because of 	frequent flier miles or other incentives offered by credit cards or because 	of generalized fears regarding privacy or loss of control in surrendering 	bank account information to a third party.
We rely on financial institutions, including several current or 	potential competitors, to process our payment transactions. Should any of 	these institutions decide to stop processing our payment transactions, our 	business could suffer.
Not being a bank, we cannot belong to and directly access the credit card 	associations or the bank payment network. As a result, we must rely on banks 	or their independent service operators to process our transactions. Bank 	Central Asia ("BCA") currently processes our bank transactions and will soon also 	process our credit card transactions. BCA also provides payment 	processing services to some of our competitor and offers credit card 	processing services directly to online merchants. If we could not obtain 	processing services on acceptable terms, and if we could not switch to 	another processor quickly and smoothly, our business could suffer 	materially.
Increases in credit card processing fees could increase our costs, 	affect our profitability, or otherwise limit our operations.
From time to time, credit card associations increase the interchange fees 	that they charge for each transaction using their cards. Our credit card 	processors have the right to pass any increases in interchange fees on to 	us. Any such increased fees could increase our operating costs and reduce 	our profit margins. Furthermore, our credit card processors require us to 	pledge cash as collateral with respect to our acceptance of certain credit 	cards and the amount of cash that we are required to pledge could be 	increased at any time.
Customer complaints or negative publicity about our product and 	customer service could affect use of our product adversely and, as a result, 	our business could suffer.
Customer complaints or negative publicity about our product and customer 	service could diminish consumer confidence in and use of our product. 	Breaches of our customers' privacy and our security measures could have the 	same effect. Measures we sometimes take to combat risks of fraud and 	breaches of privacy and security, such as freezing customer funds, can 	damage relations with our customers. These measures heighten the need for 	prompt and accurate customer service to resolve irregularities and disputes. 	We may receive negative media coverage, as well as public criticism 	regarding customer disputes. Effective customer service requires significant 	personnel expense, and this expense, if not managed properly, could impact 	our profitability significantly. The number of customer service and sales 	representatives that KinerjaPay employed or contracted, prior to the grant 	of our License, increased from three in February 2015 to six as of December 31, 	2015. Any inability by us to manage or train our customer service 	representatives properly could compromise our ability to handle customer 	complaints effectively. If we do not handle customer complaints effectively, 	our reputation may suffer and we may lose our customers' confidence.
We have limited experience in managing and accounting accurately for 	large amounts of customer funds. Our failure to manage these funds properly 	would harm our business.
Our ability to manage customer funds requires a high level of internal 	controls. We have neither an established operating history nor proven 	management experience in maintaining, over a long term, these internal 	controls. As our business continues to grow, we must strengthen our internal 	controls accordingly. Our success requires significant public confidence in 	our ability to handle large and growing transaction volumes and amounts of 	customer funds. Any failure to maintain necessary controls or to manage 	accurately customer funds could diminish customer use of our product 	severely.
Our inability to manage growth could affect our business adversely and 	harm our ability to become profitable.
To support our growth plans, we may need to expand our existing 	management, financial and human resources, sales and marketing and customer 	service, We may be unable to expand these areas and to manage our growth 	successfully, and this inability would adversely affect our business.
Compliance with changing regulations concerning corporate governance 	and public disclosure may result in additional expenses.
In recent years, there have been several changes in laws, rules, 	regulations and standards relating to corporate governance and public 	disclosure, including the Dodd-Frank Wall Street Reform and Consumer 	Protection Act (the "Dodd-Frank Act"), the Sarbanes-Oxley Act of 2002 	("Sarbanes-Oxley") and various other new regulations promulgated by the SEC 	and rules promulgated by the national securities exchanges.
The Dodd-Frank Act, enacted in July 2010, expands federal regulation of 	corporate governance matters and imposes requirements on publicly-held 	companies, including us, to, among other things, provide stockholders with a 	periodic advisory vote on executive compensation and also adds compensation 	committee reforms and enhanced pay-for-performance disclosures. While some 	provisions of the Dodd-Frank Act were effective upon enactment, others will 	be implemented upon the SEC's adoption of related rules and regulations. The 	scope and timing of the adoption of such rules and regulations is uncertain 	and accordingly, the cost of compliance with the Dodd-Frank Act is also 	uncertain.
In addition, Sarbanes-Oxley specifically requires, among other things, 	that we maintain effective internal control over financial reporting and 	disclosure of controls and procedures. In particular, we must perform system 	and process evaluation and testing of our internal control over financial 	reporting to allow management to report on the effectiveness of our internal 	control over financial reporting, as required by Section 404 of 	Sarbanes-Oxley Act ("Section 404"), and our independent registered public 	accounting firm is required to attest to our internal control over financial 	reporting.
Our testing, or the subsequent testing by our independent registered 	public accounting firm may reveal deficiencies in our internal control over 	financial reporting that are deemed to be material weaknesses. Our 	compliance with Section 404 will require that we incur substantial 	accounting expenses and expend significant management efforts. We currently 	have limited internal audit capabilities and will need to hire additional 	accounting and financial staff with appropriate public company experience 	and technical accounting knowledge. Moreover, if we are not able to comply 	with the requirements of Section 404 in a timely manner, or if we or our 	independent registered public accounting firm identifies deficiencies in our 	internal control over financial reporting that are deemed to be material 	weaknesses, the market price of our stock could decline, and we could be 	subject to sanctions or investigations by the SEC or other regulatory 	authorities, which would require additional financial and management 	resources.
These and other new or changed laws, rules, regulations and standards 	are, or will be, subject to varying interpretations in many cases due to 	their lack of specificity. As a result, their application in practice may 	evolve over time as new guidance is provided by regulatory and governing 	bodies, which could result in continuing uncertainty regarding compliance 	matters and higher costs necessitated by ongoing revisions to disclosure and 	governance practices. Our efforts to comply with evolving laws, regulations 	and standards are likely to continue to result in increased general and 	administrative expenses and a diversion of management time and attention 	from revenue-generating activities to compliance activities. Further, 	compliance with new and existing laws, rules, regulations and standards may 	make it more difficult and expensive for us to maintain director and officer 	liability insurance, and we may be required to accept reduced coverage or 	incur substantially higher costs to obtain coverage. Members of our board of 	directors and our principal executive officer and principal financial 	officer could face an increased risk of personal liability in connection 	with the performance of their duties. As a result, we may have difficulty 	attracting and retaining qualified directors and executive officers, which 	could harm our business. We continually evaluate and monitor regulatory 	developments and cannot estimate the timing or magnitude of additional costs 	we may incur as a result.
Online payment processing liability is inherent in the industry and 	insurance is expensive and difficult to obtain, we may be exposed to large 	lawsuits.
Our business exposes us to potential liability risks, which are inherent 	in the online payment processing business. While we will take precautions we 	deem to be appropriate to avoid potential liability suits against us, there 	can be no assurance that we will be able to avoid significant liability 	exposure. Liability insurance for electronic payment processing industry is 	generally expensive. We plan to obtain liability professional indemnity 	insurance coverage for our Portal services. There can be no assurance that 	we will be able to obtain such coverage on acceptable terms, or that any 	insurance policy will provide adequate protection against potential claims. 	A successful liability claim brought against us may exceed any insurance 	coverage secured by us and could have a material adverse effect on our 	results or ability to continue our Portal.
We also plan to obtain Directors and Officers Liability Insurance and 	certain commercial and personal property insurance.
We may have to establish a reserve funds for potential liability claims. 	If we experience liability claims, it would have a material adverse effect 	on our financial condition and results of operations.
We may need to raise additional capital to fund continuing operations 	and an inability to raise the necessary capital or to do so on acceptable 	terms could threaten the success of our business.
We currently anticipate that our available capital resources will be 	sufficient to meet our expected working capital and capital expenditure 	requirements for the six-month ended June 30, 2016. We anticipate that we 	may require an additional funding during the next twelve month period from 	June 2016 through June 2017 to fulfill our business plan. However, such 	resources may not be sufficient to fund the long-term growth of our 	business. If we determine that it is necessary to raise additional funds, we 	may choose to do so through strategic collaborations, licensing 	arrangements, public or private equity or debt financing, a bank line of 	credit, or other arrangements.
We cannot be sure that any additional funding will be available on terms 	favorable to us or at all. Any additional equity financing may be dilutive 	to our stockholders, new equity securities may have rights, preferences or 	privileges senior to those of existing holders of our shares of common 	stock. Debt or equity financing may subject us to restrictive covenants and 	significant interest costs. If we obtain funding through a strategic 	collaboration or licensing arrangement, we may be required to relinquish our 	rights to our product or marketing territories. If we are unable to obtain 	the financing necessary to support our operations, we may be required to 	defer, reduce or eliminate certain planned expenditures or significantly 	curtail our operations.
We may need to increase the size of our organization, and may 	experience difficulties in managing growth.
At present, we are a small company. We expect to experience a period of 	expansion in headcount, infrastructure and overhead and anticipate that 	further expansion will be required to address potential growth and market 	opportunities. Future growth will impose significant added responsibilities 	on members of management, including the need to identify, recruit, maintain 	and integrate new managers. Our future financial performance and its ability 	to compete effectively will depend, in part, on its ability to manage any 	future growth effectively.
The loss of key personnel could adversely affect our business. We may 	not be able to hire and retain qualified personnel to support our growth.
Our success depends to a significant extent upon the efforts of Mr. Edwin 	Ng, our Chairman and control shareholder, and other key senior personnel 	that we expect to join our professional and sales staff during the first 	quarter of 2016 and thereafter. The loss of the services of such personnel 	and the inability to hire ands retain of such personnel could adversely 	affect our business and our ability to implement our growth plan. We cannot 	assure you that the services of the members of our management team will 	continue to be available to us, or that we will be able to find a suitable 	replacement for any of them. We do not have key man insurance on any members 	of our management team. If any member of our management team were to die and 	we are unable to replace either or both of them for a prolonged period of 	time, we may be unable to carry out our long term business plan and our 	future prospect for growth, and our business, may be harmed.
Our success is dependent upon our ability to attract, train, manage and 	retain qualified personnel. There is substantial competition for qualified 	personnel, and an inability to recruit or retain qualified personnel may 	impact our ability to implement our strategy to grow our business.
We plan to grant stock options or other forms of equity awards in the 	future as a method of attracting and retaining employees, motivating 	performance and aligning the interests of employees with those of our 	stockholders. There are no other options and/or equity awards outstanding 	under existing equity compensation agreements or otherwise. If we are unable 	to adopt, implement and maintain equity compensation arrangements that 	provide sufficient incentives, we may be unable to retain our existing 	employees and attract additional qualified candidates. If we are unable to 	retain our existing employees, including qualified technical personnel, and 	attract additional qualified candidates, our business and results of 	operations could be adversely effected.
We expect to face strong competition in our market, which we expect 	will evolve rapidly. Some of our competitors are more established and better 	capitalized than we are and if we do not compete effectively, the demand for 	our electronic payment product may decline, and our business would suffer.
Some of our competitors are well known, more established and better 	capitalized than we are and we may be unable to establish market share. As 	such, they may have at their disposal greater marketing strength and 	economies of scale and, as they may have additional products and/or services 	at more competitive price. They may also have more resources to expend to 	create more innovative payment processing products in competition with ours. 	Accordingly, we may not be successful in competing effectively for market 	share.
The market for online electronic payments is emerging, intensely 	competitive and characterized by rapid technological change. We compete with 	existing online payment methods and other companies, including, among 	others:
 Tokopedia
 Bukalapak
 Lazada
 Zalora
 OLX
 Blibli
 Payment 	processors such as Doku and Veritrans
Our competitors may respond to new or emerging technologies and changes 	in customer requirements faster and more effectively than we can. These 	competitors have offered, and may continue to offer, their services for free 	in order to gain market share and we may be forced to lower our prices in 	response. We also compete with providers of traditional payment methods, 	particularly credit cards, checks, money orders and Automated Clearing 	House, or ACH, transactions.
We may license our Portal technology or collaborate with third parties 	in various potential markets.
We believe collaboration will allow us to leverage our resources and to 	access new markets while avoiding the cost of establishing or maintaining a 	direct market presence. We may incur significant costs in the use of third 	parties to identify and assist in establishing relationships with potential 	licensee. We currently have no presence outside of Indonesia. We plan to 	license our Portal technology and expand geographically.
To penetrate new markets, we may need to enter into license and/or 	collaborative agreements to assist in the commercialization of our Portal 	technology. We may choose to license our Portal technology to third parties 	as opposed to pursuing commercialization ourselves. Establishing strategic 	collaborations is difficult and time-consuming. Potential licensees and/or 	collaborators may reject collaborations based upon their assessment of our 	financial or intellectual property position and our internal capabilities. 	Discussions with potential licensees and/or collaborators may not lead to 	the establishment of license and/or collaboration agreements on favorable 	terms and may have the potential to provide licensees and/or collaborators 	with access to our key intellectual property. We may have limited control 	over the amount and timing of resources that any future licensees or 	collaborators devote to our Portal technology. These licensees and/or 	collaborators may breach or terminate their agreements with us or otherwise 	fail to conduct their collaborative activities successfully and in a timely 	manner. By entering into collaboration, we may preclude opportunities to 	collaborate with other third parties who do not wish to associate with our 	existing third party strategic partners. Moreover, in the event of 	termination of a license and/or collaboration agreement, termination 	negotiations may result in less favorable terms.
Our future revenues from international markets will subject us to foreign 	currency exchange and other risks and costs which could harm our business.
We expect that a substantial portion of our future revenues will be 	derived from Indonesia. We will be subject to the effects of exchange rate 	fluctuations. Our functional currency is the Indonesian Rupiah. For the 	preparation of our consolidated financial statements, the financial results 	are translated into U.S. dollars using average exchange rates during the 	applicable period. If the U.S. dollar appreciates against the Rupiah, as 	applicable, the revenues we recognize from sales will be adversely impacted. 	Foreign exchange gains or losses as a result of exchange rate fluctuations 	in any given period could harm our operating results and negatively impact 	our revenues. Additionally, if the effective fees of our Portal services 	were to increase as a result of fluctuations in foreign currency exchange 	rates, demand for our services could decline and adversely affect our 	results of operations and financial condition.
We intend not to use hedging strategies to help offset the effect of 	fluctuations in foreign currency exchange rates. Movements in foreign 	currency exchange rates could impact our financial results positively or 	negatively in one period and not another, making it more difficult to 	compare our financial results from period to period.
We may not be able to successfully expand our business through 	acquisitions.
We review corporate and product acquisitions as a part of our growth 	strategy. If we decided to undertake an acquisition, we may not be able to 	successfully integrate it in order to realize the full benefit of such 	acquisition. Factors which may affect our ability to grow successfully 	through acquisitions include:
 inability to identify suitable targets given the relatively narrow 	scope of our business;
 inability to obtain acquisition or additional 	working capital financing due to our financial condition;
 difficulties 	and expenses in connection with integrating the acquired companies and 	achieving the expected benefits;
 diversion of management's attention 	from current operations;
 the possibility that we may be adversely 	affected by risk factors facing the acquired companies;
 acquisitions 	could be dilutive to earnings, or in the event of acquisitions made through 	the issuance of our common shares to the shareholders of the acquired 	company, dilutive to our existing shareholders;
 potential losses 	resulting from undiscovered liabilities of acquired companies not covered by 	the indemnification we may obtain from the seller; and
 loss of key 	employees of the acquired companies.
We have limited experience competing in international markets, where 	we hope to compete, beyond Indonesia. Our international expansion plans will 	expose us to greater political, intellectual property, regulatory, exchange 	rate fluctuation and other risks, which could harm our business.
In the year ended December 31, 2015, KinerjaPay generated approximately 	14% of its revenue from transactions outside of Indonesia. We intend to 	expand use of our products in selected international markets, initially in 	the Southeast Asian region. If we could not continue our expansion into 	international markets, our business could suffer. Accordingly, we anticipate 	devoting significant resources and management attention to expanding 	international opportunities. Expanding internationally subjects us to a 	number of risks, including:
 greater difficulty in managing foreign operations;
 expenses 	associated with localizing our products, including offering customers the 	ability to transact business in major currencies in addition to the 	Indonesian Rupiah;
 laws and business practices that favor local 	competitors;
 multiple and changing laws, tax regimes and government 	regulations;
 foreign currency restrictions and exchange rate 	fluctuations;
 changes in a specific country's or region's political or 	economic conditions; and
 differing intellectual property laws.
Loss of principal of customer funds placed in bank accounts or 	accounts managed by us may affect adversely customer perceptions about the 	safety of our service and as a result could reduce our payment volume and 	our ability to operate our business profitably.
We place customer funds that are not withdrawn from our payment system in 	bank accounts as agent for the customer. We seek to place customer funds in 	well-capitalized banks. However, customer funds could be lost in the event 	of the insolvency of one or more of these banks. If these losses occur, 	perceptions regarding our ability to handle customer funds may result in 	decreased customer balances and payment volume, which would increase our 	costs and reduce our revenue.
Risks Related to Our Common Stock
We are subject to compliance with securities law, which exposes us to 	potential liabilities, including potential rescission rights.
We have offered and sold our Common Stock to investors pursuant to 	certain exemptions from the registration requirements of the Securities Act 	of 1933, as well as those of various state securities laws. The basis for 	relying on such exemptions is factual; that is, the applicability of such 	exemptions depends upon our conduct and that of those persons contacting 	prospective investors and making the offering. We have not received a legal 	opinion to the effect that any of our prior offerings were exempt from 	registration under any federal or state law. Instead, we have relied upon 	the operative facts as the basis for such exemptions, including information 	provided by investors themselves.
If any prior offering did not qualify for such exemption, an investor 	would have the right to rescind its purchase of the securities if it so 	desired. It is possible that if an investor should seek rescission, such 	investor would succeed. A similar situation prevails under state law in 	those states where the securities may be offered without registration in 	reliance on the partial preemption from the registration or qualification 	provisions of such state statutes. If investors were successful in seeking 	rescission, we would face severe financial demands that could adversely 	affect our business and operations. Additionally, if we did not in fact 	qualify for the exemptions upon which it has relied, we may become subject 	to significant fines and penalties imposed by the SEC and state securities 	agencies.
Edwin Ng, our Control Shareholder and Chairman owns approximately 36% 	of our common stock and may be able to influence the outcome of stockholder 	votes and their interests may differ from other stockholders.
As of February 11, 2016, our control shareholder, executive officer and 	director beneficially owns 50,000,000 Shares of our Common Stock representing 	approximately 36% of our outstanding Shares, excluding Shares underlying 	options and warrants. Subject to any fiduciary duties owed to our other 	stockholders under Delaware law, these stockholders may be able to exercise 	significant influence over matters requiring stockholder approval, including 	the election of directors and approval of significant corporate 	transactions, and will have some control over our management and policies. 	Some of these persons may have interests that are different from yours. For 	example, these stockholders may support proposals and actions with which you 	may disagree. The concentration of ownership could delay or prevent a change 	in control of the Company or otherwise discourage a potential acquirer from 	attempting to obtain control of the Company, which in turn could reduce the 	price of our stock. In addition, these stockholders could use their voting 	influence to maintain our existing management and directors in office, delay 	or prevent changes in control of the Company, or support or reject other 	management and board proposals that are subject to stockholder approval, 	such as amendments to our employee stock plans and approvals of significant 	financing transactions.
The availability of a large number of authorized but unissued shares 	of Common Stock may, upon their issuance, lead to dilution of existing 	stockholders.
We are authorized to issue 500,000,000 shares of Common Stock, $0.0001 	par value per share. We have filed a Schedule 14C and made application to 	FINRA to implement a one-for-thirty (1:30) reverse split of our 139,610,386 	shares to approximately 4,653,680 shares and upon the effective date of the 	reverse split we will have approximately 495,350,000 shares of Common Stock 	available for issuance. Additional shares may be issued by our board of 	directors without further stockholder approval. The issuance of large 	numbers of shares, possibly at below market prices, is likely to result in 	substantial dilution to the interests of other stockholders. In addition, 	issuances of large numbers of shares may adversely affect the market price 	of our Common Stock.
Our Certificate of Incorporation, as amended, authorizes 10,000,000 	shares of preferred stock, $0.0001 par value per share none of which are 	issued and outstanding as of the date of this Form 10-K. The board of 	directors is authorized to provide for the issuance of these unissued shares 	of preferred stock in one or more series, and to fix the number of shares 	and to determine the rights, preferences and privileges thereof. 	Accordingly, the board of directors may issue preferred stock which may 	convert into large numbers of shares of Common Stock and consequently lead 	to further dilution of other shareholders.
We have never paid cash dividends and do not anticipate doing so in 	the foreseeable future.
We have never declared or paid cash dividends on our common shares. We 	currently plan to retain any earnings to finance the growth of our business 	rather than to pay cash dividends. Payments of any cash dividends in the 	future will depend on our financial condition, results of operations and 	capital requirements, as well as other factors deemed relevant by our board 	of directors.
Our Common Stock is subject to the "Penny Stock" rules of the SEC and 	the trading market in our stock is limited, which makes transactions in our 	stock cumbersome and may reduce the value of an investment.
The Securities and Exchange Commission has adopted Rule 15g-9 which 	establishes the definition of a "penny stock," for the purposes relevant to 	us, as any equity security that has a market price of less than $5.00 per 	share or with an exercise price of less than $5.00 per share, subject to 	certain exceptions. For any transaction involving a penny stock, unless 	exempt, the rules require:
 That a broker or dealer approve a person's account for transactions in 	penny stocks; and
 The broker or dealer receives from the investor a 	written agreement to the transaction, setting forth the identity and 	quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, 	the broker or dealer must:
 Obtain financial information and investment experience objectives of 	the person; and
 Make a reasonable determination that the transactions 	in penny stocks are suitable for that person and the person has sufficient 	knowledge and experience in financial matters to be capable of evaluating 	the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a 	penny stock, a disclosure schedule prescribed by the Commission relating to 	the penny stock market, which, in highlight form:
 Sets forth the basis on which the broker or dealer made the suitability 	determination; and
 That the broker or dealer received a signed, written 	agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in 	securities subject to the "penny stock" rules. This may make it more 	difficult for investors to dispose of our Common Stock and cause a decline 	in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny 	stocks in both public offerings and in secondary trading and about the 	commissions payable to both the broker-dealer and the registered 	representative, current quotations for the securities and the rights and 	remedies available to an investor in cases of fraud in penny stock 	transactions. Finally, monthly statements have to be sent disclosing recent 	price information for the penny stock held in the account and information on 	the limited market in penny stocks.
Financial Industry Regulatory Authority, Inc. ("FINRA") sales practice 	requirements may limit a shareholder's ability to buy and sell our Common 	Stock.
In addition to the "penny stock" rules described above, FINRA has adopted 	rules that require that in recommending an investment to a customer, a 	broker-dealer must have reasonable grounds for believing that the investment 	is suitable for that customer. Prior to recommending speculative low priced 	securities to their non-institutional customers, broker-dealers must make 	reasonable efforts to obtain information about the customer's financial 	status, tax status, investment objectives and other information. Under 	interpretations of these rules, FINRA believes that there is a high 	probability that speculative low priced securities will not be suitable for 	at least some customers. FINRA requirements make it more difficult for 	broker-dealers to recommend that their customers buy our Common Stock, which 	may limit your ability to buy and sell our stock and have an adverse effect 	on the market for our shares.
Our stock is thinly traded, sale of your holding may take a 	considerable amount of time.
The shares of our Common Stock are thinly-traded on the OTCQB Market, 	meaning that the number of persons interested in purchasing our Common Stock 	at or near bid prices at any given time may be relatively small or 	non-existent. As a consequence, there may be periods of several days or more 	when trading activity in our shares is minimal or non-existent, as compared 	to a seasoned issuer which has a large and steady volume of trading activity 	that will generally support continuous sales without an adverse effect on 	share price. We cannot give you any assurance that a broader or more active 	public trading market for our Common Stock will develop or be sustained, or 	that current trading levels will be sustained. Due to these conditions, we 	can give you no assurance that you will be able to sell your shares at or 	near bid prices or at all if you need money or otherwise desire to liquidate 	your shares.
Shares eligible for future sale may adversely affect the market.
From time to time, certain of our stockholders may be eligible to sell 	all or some of their shares of Common Stock by means of ordinary brokerage 	transactions in the open market pursuant to Rule 144 promulgated under the 	Securities Act, subject to certain limitations. In general, pursuant to 	amended Rule 144, non-affiliate stockholders may sell freely after six 	months subject only to the current public information requirement. 	Affiliates may sell after six months subject to the Rule 144 volume, manner 	of sale (for equity securities), current public information and notice 	requirements. Any substantial sales of our Common Stock pursuant to Rule 144 	may have a material adverse effect on the market price of our Common Stock.
If we fail to maintain effective internal controls over financial 	reporting, the price of our Common Stock may be adversely affected.
Our internal control over financial reporting may have weaknesses and 	conditions that could require correction or remediation, the disclosure of 	which may have an adverse impact on the price of our Common Stock. We are 	required to establish and maintain appropriate internal controls over 	financial reporting. Failure to establish those controls, or any failure of 	those controls once established, could adversely affect our public 	disclosures regarding our business, prospects, financial condition or 	results of operations. In addition, management's assessment of internal 	controls over financial reporting may identify weaknesses and conditions 	that need to be addressed in our internal controls over financial reporting 	or other matters that may raise concerns for investors. Any actual or 	perceived weaknesses and conditions that need to be addressed in our 	internal control over financial reporting or disclosure of management's 	assessment of our internal controls over financial reporting may have an 	adverse impact on the price of our Common Stock.
We are required to comply with certain provisions of Section 404 of 	the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, 	our business could be harmed and our stock price could decline.
Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley 	Act of 2002 require an annual assessment of internal controls over financial 	reporting, and for certain issuers an attestation of this assessment by the 	issuer's independent registered public accounting firm. The standards that 	must be met for management to assess the internal controls over financial 	reporting as effective are evolving and complex, and require significant 	documentation, testing, and possible remediation to meet the detailed 	standards.
We expect to incur expenses and to devote resources to Section 404 	compliance on an ongoing basis. It is difficult for us to predict how long 	it will take or costly it will be to complete the assessment of the 	effectiveness of our internal control over financial reporting for each year 	and to remediate any deficiencies in our internal control over financial 	reporting. As a result, we may not be able to complete the assessment and 	remediation process on a timely basis. In addition, although attestation 	requirements by our independent registered public accounting firm are not 	presently applicable to us, we could become subject to these requirements in 	the future and we may encounter problems or delays in completing the 	implementation of any resulting changes to internal controls over financial 	reporting. In the event that our Chief Executive Officer or Chief Financial 	Officer determine that our internal control over financial reporting is not 	effective as defined under Section 404, we cannot predict how the market 	prices of our shares will be affected; however, we believe that there is a 	risk that investor confidence and share value may be negatively affected.
Our share price could be volatile and our trading volume may fluctuate 	substantially.
The price of our Common Shares has been and may in the future continue to 	be extremely volatile, with the sale price fluctuating from a low of $0.02 	to a high of $1.20 since 2013. Many factors could have a significant impact 	on the future price of our common shares, including:
 our inability to raise additional capital to fund our operations;
 our failure to successfully implement our business objectives and 	strategic growth plans;
 compliance with ongoing regulatory 	requirements;
 market acceptance of our product;
 changes in 	government regulations;
 general economic conditions and other 	external factors; and
 actual or anticipated fluctuations in our 	quarterly financial and operating results; and the degree of trading 	liquidity in our common shares.
Our annual and quarterly results may fluctuate, which may cause 	substantial fluctuations in our common stock price.
Our annual and quarterly operating results may in the future fluctuate 	significantly depending on factors including the volume of electronic 	transactions, new Portal updates by us and other competitors, gain or loss 	of significant customers, pricing of our Portal fees, the timing of 	expenditures and economic conditions. Revenues related to our electronic 	payment processing are required to be recognized upon satisfaction of all 	applicable revenue recognition criteria. The recognition of revenues from 	our Portal fees is dependent on a number of factors, including, but not 	limited to, the terms of any license agreement and the timing of Portal 	transactions by our customers.
Any unfavorable change in these or other factors could have a material 	adverse effect on our operating results for a particular quarter or year, 	which may cause downward pressure on our common stock price. We expect 	quarterly and annual fluctuations to continue for the foreseeable future.
Delaware law contains provisions that could discourage, delay or 	prevent a change in control of our Company, prevent attempts to replace or 	remove current management and reduce the market price of our stock.
Provisions in our certificate of incorporation and bylaws may discourage, 	delay or prevent a merger or acquisition involving us that our stockholders 	may consider favorable. For example, our certificate of incorporation 	authorizes our board of directors to issue up to ten million shares of 	"blank check" preferred stock. As a result, without further stockholder 	approval, the board of directors has the authority to attach special rights, 	including voting and dividend rights, to this preferred stock. With these 	rights, preferred stockholders could make it more difficult for a third 	party to acquire us.
We are also subject to the anti-takeover provisions of the DGCL. Under 	these provisions, if anyone becomes an "interested stockholder," we may not 	enter into a "business combination" with that person for three years without 	special approval, which could discourage a third party from making a 	takeover offer and could delay or prevent a change in control of us. An 	"interested stockholder" is, generally, a stockholder who owns 15% or more 	of our outstanding voting stock or an affiliate of ours who has owned 15% or 	more of our outstanding voting stock during the past three years, subject to 	certain exceptions as described in the DGCL.
Our quarterly operating results fluctuate and may not predict our 	future performance accurately. Variability in our future performance could 	cause our stock price to fluctuate and decline.
We expect our quarterly results will fluctuate in the future as a result 	of a variety of factors, many of which are beyond our control. These factors 	include:
 changes in our costs, including interchange and transaction fees 	charged by credit card associations, and our transaction losses;
 	changes in our pricing policies or those of our competitors;
 relative 	rates of acquisition of new customers;
 seasonal patterns, including 	increases during the holiday season;
 delays in the introduction of new 	or enhanced services, software and related products by us or our competitors 	or market acceptance of these products and services; and
 other changes 	in operating expenses, personnel and general economic conditions.
As a result, period-to-period comparisons of our operating results may 	not be meaningful, and you should not rely on them as an indication of our 	future performance.
Item 1B.
Item 1B. Unresolved Staff Comments.
Back to Table of Contents None.
Item 2.
Item 2. Properties.
Back to Table of Contents Our principal office is located at J1. Multatuli, No. 8A, Medan, 	Indonesia 20151. Our telephone number is +62-819-6016-168. Our offices 	consist of approximately 4,000 square feet of executive offices and sales 	and marketing space, are provided to us on a rent-free basis by PT Kinerja 	Indonesia and we believe that these facilities will be sufficient for the 	next twelve months.
Item 3.
Item 3. Legal Proceedings.
Back to Table of Contents There are no pending legal proceedings to which the Company is a party or in which any Director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.
Item 4.
Item 4. Mine Safety Disclosure. Back to Table of Contents
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Back to Table of Contents
Market Information
Our common stock is quoted on the OTCQB Market under the symbol SFEX, an inter-dealer automated quotation system for equity securities not included on The Nasdaq Stock Market. Quotation of the Company's securities on the 	OTCQB Market limits the liquidity and price of the Company's common stock more than if the Company's shares of common stock were listed on The Nasdaq Stock Market or a national exchange. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. The information below has been adjusted for a one-for-ten (10:1) forward split effective December 3, 2013.
The transfer agent of our common stock is Transfer Agent, 50 West Liberty Street, Suite 880, Reno, NV 89501. Phone (775) 322-0626.
Holders
As of February 11, 2016, there were 139,610,386 common shares issued and outstanding, which were held by 	27 stockholders of record.
Dividends
We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
Equity Compensation Plans
We do not have any equity compensation plans.
Sale of Unregistered Securities
During the last three fiscal years, the Registrant issued and/or sold the following restricted securities.
Date Title Shares Issued Persons Consideration
02/05/2013 Common Stock
	11,666,670 Isaac Berezovski Subscription at $0.003 per share pursuant to 	Reg S.
02/07/2013 Common Stock
	1,666,670 Amir Uziel
	Subscription at $0.003 per share pursuant to Reg S.
03/27/2013 Common Stock
	11,666,660 Amir Uziel
	Subscription at $0.003 per share pursuant to Reg S.
03/27/2013
Common Stock
	3,333,330
L & L Holding Ltd. (1)
	Subscription at $0.003 per share pursuant to Reg S.
04/04/2013
Common Stock
	5,000,000
Common Market Development 	Ltd. (2)
	Subscription at $0.003 per share pursuant to Reg S.
04/09/2013
Common Stock
	3,333,333
Lavi Krasney
	Subscription at $0.003 per share pursuant to Reg S.
04/09/2013
Common Stock
	3,333,340
Isaac Beresovski
	Subscription at $0.003 per share pursuant to Reg S.
04/07/2014
Common Stock
	250,000
Ten West Holding Ltd. (3) For services provided valued 	at $0.13 per share, Section 4(2).
05/14/2014
Common Stock
	60,000,000
Int. Executive Consulting 	SPRL. (4)
For equipment valued 	at $180,000, Section 4(2).
(1) The principal of L & L Holdings S.R.L. is Ruiz Diaz Rolon Rosa, a resident of Argentina.
(2) The principal of Common Market Development Ltd. is Mr. Isaac Berezovski, a resident of Argentina.
(3) The principal of Ten West Holding Ltd is Marc Spitzer, a US resident.
(4) The principal of International Executive Consulting SPRL. is Mr. Leib Zadenberg, a resident of Belgium.
(5) The principal of IMWT Holdings Ltd. is John Shafat, a resident Austria.
(6) The principal of Tena Holdings GmbH. is Mrs. Luba Varhaft, a resident of Austria.
The Registrant's acceptance of the above subscriptions and the issuances of restricted Shares was in reliance upon the exemption from registration pursuant to Section 4(2) and Regulation S promulgated by the SEC under the Act.
The Registrant's acceptance of the above note and restricted share subscriptions and the issuances of restricted shares immediately after the Effective Date were in reliance upon the exemption from registration pursuant to Section 4(2) of the Act and Regulation S promulgated by the SEC under the Act with respect to all Investors except for those persons designated as U.S. residents. With respect to the U.S. Investors, the Registrant relied upon exemption from registration pursuant to Section 4(2) of the Act and Regulation D promulgated by the SEC under the Act.
In November 2015, the Registrant issued restricted shares upon the conversion of convertible notes to the accredited investors set forth below.
Name Date of Conversion Conversion Rate Common Stock Issued
Amir Uziel 11/05/2015 $0.01
	2,947,389
Dana Beresovski
11/05/2015
$0.01
	4,221,499
Lavi Krasney
11/05/2015
$0.01
	1,714,210
Common Market Development Ltd. (2)
11/05/2015
$0.01 618,873
Galia Zadenberg
11/05/2015
$0.01
	1,206,466
IMWT Holdings Ltd. (5)
11/05/2015
$0.01
	1,162,082
Asher Mediouni
11/05/2015
$0.01
	1,095,014
Zikri Zusa
11/05/2015
$0.01
	1,086,795
Tena Holdings GmbH (6)
11/05/2015 $0.01 308,088
The Registrant issued the original fourteen convertible notes totaling the principal amount of $122,000 and accrued interest of $21,609 between July 2013 and October 2015 for a total of $143,604. The notes were converted at a price of $0.01 per share. Each of the individuals listed in the table represented to the Registrant their status as "accredited investors."
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
We retired 10,000,000 shares of our common stock during the fiscal year ended December 31, 2015.
Item 6.
Item 6. Selected Financial Data. Back to Table of Contents
A smaller reporting company is not required to provide the information required by this item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Back to Table of Contents
Certain statements contained in this Annual Report, including 	statements regarding the anticipated development and expansion of our 	business, our intent, belief or current expectations, primarily with respect 	to the future operating performance of the Company and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Plan of Operation
On December 1, 2015, the Company entered into a license agreement (the 	"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 (the "KinerjaPay IP") 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 having advanced functionality features, 	among others, and is among the first portals to allow users the convenience 	to top-up phone credit, in consideration for the payment of royalties.
The KinerjaPay IP and its related website, KinerjaPay.com, is used to: 	(i) facilitate users' buying and selling activities; (ii) enable users to 	make payments on merchant sites using KinerjaPay's e-wallet services; (iii) 	allow users to gamify their shopping experience through the KinerjaPay 	platform; and (iv) provide users with an "end-to-end" solution for on-line 	shopping, secure bill payment capability, game playing and saving, in real 	time via web or Android apps.
In furtherance of our plan for KinerjaPay IP's growth world-wide, we 	agreed in the License Agreement to raise equity capital in the minimum 	amount of $500,000 (the "Minimum Offering") and the maximum amount of 	$2,500,000 (the "Maximum Offering") through the offering of units (the "Unit 	Offering") to "accredited investors" who are not U.S. Persons pursuant to 	Regulation S promulgated by the SEC under the Securities Act of 1933, as 	amended (the "Act"), at a price of $0.50, each Unit, each consisting of 1 	share of common stock and 1 class A warrant exercisable for a period of 24 months to 	purchase 1 additional share of common stock at $1.00.
On January 20, 2016, the Company closed the Minimum Offering after it 	received subscription proceeds in excess of $500,000, while the Unit 	Offering is continuing, and on January 29, 2016, the Company filed the 	Definitive 14C to implement the Corporate Actions followed by the submission 	on February 2, 2016, of the application with FINRA to approve the name 	change and the reverse split. A copy of the Certificate of Amendment to the 	Certificate of Incorporation is attached to this Form 10-K as Exhibit 3.4.
E-Commerce Business of KinerjaPay.com
The e-commerce market in Indonesia, where our business is based and where 	our initial marketing efforts will be focused, is reported to be the fastest 	growing in the Southeast Asian region. It has also been reproted that 	e-commerce activities in Indonesia are expected to surpass US$25 billion 	during 2016. In early 2015, prior to the grant by PT Kinerja of our License 	to exploit the KinerjaPay IP and our entry into the e-commerce business, KinerjaPay launched its 	e-commerce payment portal, KinerjaPay.com, which 	offers users the convenience of e-wallet service for bill transfer and 	online shopping, together with enhanced functionality and gamification 	(which is defined as the application of game-design elements and game 	principles in non-game contexts). These features, we believe will allow the 	KinerjaPay users to conveniently conduct payment activities using 	KinerjaPay's web and/or Android apps, including utility payment, phone 	bills, credit card payments, and also permits users to top-up (add credit 	to) phone credit.
The KinerjaPay.com portal has also been highly rated in the User Daily 	Time spent in the Indonesian market, according to web analytics provided by 	Alexa.com, an Amazon Company. These functionality features were instrumental 	in enabling KinerjaPay to generate revenues from user sign-ups during the 	period from the KinerjaPay.com launch in February 2015 through December 31, 	2015. To conduct our marketing as well as our billing and collection 	activities, we recently organized a new, wholly-owned subsidiary, PT 	KinerjaPay, in Indonesia, which will commence business in February 2016. 	Notwithstanding the foregoing, KinerjaPay was granted the License to 	commercially exploit the KinerjaPay IP and operate KinerjaPay.com in 	December 2015 and there can be no assurance that we will be able to 	successfully operate the the KinerjaPay portal, continue to experience the 	growth that commenced prior to our License and compete in the highly 	competitive e-commerce market in Indonesia and Southeast Asia, much less our 	planned efforts to expand the business internationally.
Results of Operations during the year ended December 31, 2015 as compared 	to the year ended December 31, 2014
During 2015, we had operating expenses related to general and administrative expenses being a public company and interest expenses. During 2015, we incurred a net loss of $293,104 due to general and administrative expenses of $44,932, interest expenses of $11,809, expenses related to amortization of debt discount of $37,058 	and a loss of $199,305 due to extinguishment of debt. During 2014, we incurred a net loss of 	$188,265 due to general and administrative expenses 	of $108,240, interest expenses of $9,161 and expenses related to amortization of debt discount of $70,864. 	The significant increase in net loss in in 2015 was mainly due to the loss 	in connection with the extinguishment of debt.
	Liquidity and Capital Resources
On December 31, 2015, we had $250,194 in current assets consisting of 	$81 in cash and $250,113 in restricted cash as compared to $1,824 in current 	assets consisting of cash in the prior year.
As of December 31, 2015, we had total current liabilities of $274,467 consisting of $15 in accrued interest, 	$250,013 in unissued stock subscriptions and $24,439 in notes payable. We had no long-term liabilities as of December 31, 2015. As of December 31, 2014, we had total current liabilities of $91,235 consisting of $4,150 in accrued expenses, $9,810 in accrued interest and $77,275 in current portion of 	convertible notes. 	
We used $49,082 in our operating activities during the year 2015, which was due to a net loss of $293,104 offset by increases in amortization of debt discount of $37,058, charges of $199,305 related to the extinguishment of debt and an increase in accounts payable and accrued liabilities of $7,659. 	
We used $78,147 in our operating activities during the year 2014, which was due to a net loss of $188,265 offset by increases in amortization of debt discount of $70,864, non-cash share compensation of $32,500 and an increase in accounts payable and accrued liabilities of $6,754. 	
We financed our negative cash flow from operations in 2015 through proceeds from issuance of common stock of $250,013 and $47,439 in proceeds from debt issuance. 	We financed our negative cash flow from operations in 2014 through the issuance of a convertible note of $79,000. 	
We had no in investing activities in 2015 and 2014.
We currently anticipate that our available capital resources will be 	sufficient to meet our expected working capital and capital expenditure 	requirements for the six-month period ended June 30, 2016. We anticipate that we 	may require an additional funding during the twelve-month period from 	June 2016 through June 2017 to fulfill our business plan. However, such 	resources may not be sufficient to fund the long-term growth of our new KinerjaPay business. If we determine that it is necessary to raise 	additional funds, we may choose to do so through strategic collaborations, 	licensing arrangements, public or private equity or debt financing, a bank 	line of credit, or other arrangements.
We cannot be sure that any additional funding will be available on terms 	favorable to us or at all. Any additional equity financing may be dilutive 	to our stockholders, new equity securities may have rights, preferences or 	privileges senior to those of existing holders of our shares of common 	stock. Debt or equity financing may subject us to restrictive covenants and 	significant interest costs. If we obtain funding through a strategic 	collaboration or licensing arrangement, we may be required to relinquish our 	rights to our product or marketing territories. If we are unable to obtain 	the financing necessary to support our operations, we may be required to 	defer, reduce or eliminate certain planned expenditures or significantly 	curtail our operations.
Going Concern Consideration
Our registered independent auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next 	twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business.
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Back to Table of Contents
A smaller reporting company is not required to provide the information required by this item.
Item 8.
Item 8. Financial Statements and Supplementary Data. Back to Table of Contents
Report of 	Independent Registered Public Accounting Firm
Balance Sheets as of December 31, 2015 and 2014
Statements of Operations for the Years Ended December 31, 2015 and 2014
Statement of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2015 and
Statements of Cash Flows for the Years Ended December 31, 2015 and 2014
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Back to Table of Contents
To the Board of Directors
	Solarflex Corp.
We have audited the accompanying balance sheets of Solarflex Corp. as of 	December 31, 2015 and 2014 and the related statements of operations, 	stockholders' deficit and cash flows for the years then ended. These financial 	statements are the responsibility of the Company's management. Our 	responsibility is to express an opinion on these financial statements based 	on our audits.
We conducted our audits in accordance with standards of the Public 	Company Accounting Oversight Board (United States). Those standards require 	that we plan and perform the audit to obtain reasonable assurance about 	whether the financial statements are free of material misstatement. The 	Company is not required to have, nor were we engaged to perform, an audit of 	its internal control over financial reporting. Our audit included 	consideration of internal control over financial reporting as a basis for 	designing audit procedures that are appropriate in the circumstances, but 	not for the purpose of expressing an opinion on the effectiveness of the 	Company's internal control over financial reporting. Accordingly, we express 	no such opinion. An audit includes examining, on a test basis, evidence 	supporting the amounts and disclosures in the financial statements. An audit 	also includes assessing the accounting principles used and significant 	estimates made by management, as well as evaluating the overall financial 	statement presentation. We believe that our audits provide a reasonable 	basis for our opinion. 	
In our opinion, the financial statements referred to above present 	fairly, in all material respects, the financial position of Solarflex Corp. 	as of December 31, 2015 and 2014 and the results of its operations and cash 	flows for the period described above in conformity with accounting 	principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that 	the Company will continue as a going concern. As discussed in Note 7 to the 	financial statements, the Company suffered a net loss from operations and 	has a net capital deficiency, which raises substantial doubt about its 	ability to continue as a going concern. Management's plans regarding those 	matters are also described in Note 7. The financial statements do not 	include any adjustments that might result from the outcome of this 	uncertainty.
/s/ M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
February 	11, 2016
SOLARFLEX CORP.
Notes to Financial Statements
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1. The Company and Significant Accounting Policies
Organizational Background: Solarflex Corp. ("Solarflex" or the 	"Company") is a Delaware corporation and has not commenced operations. 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." The Company intended to produce a prototype, 	and manufacture and market the product and/or seek third party entities 	interested in licensing the rights to manufacture and market the device. 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 any source of revenue to 	cover its operating costs, and as such, has incurred an operating loss since 	inception. Further, as of December 31, 2015, the cash resources of the 	Company were insufficient to meet its current business plan, and the Company 	had negative working capital. 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.
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 three months or less to be cash or cash 	equivalents. There were no cash equivalents as of December 31, 2015 and 	December 31, 2014.
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. Our primary type of share-based compensation consists of stock 	options. We use the Black-Scholes option pricing model in valuing options. 	The inputs for the valuation analysis of the options include the market 	value of the Company's common stock, the estimated volatility of the 	Company's common stock, the exercise price of the warrants and the risk free 	interest rate.
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. This issue addresses 	the initial balance sheet classification and measurement of contracts that 	are indexed to, and potentially settled in, the Company's own stock.
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 December 31, 2015 and 2014, 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: Inputs to the valuation methodology are unadjusted quoted 	prices for identical assets or liabilities in active markets that the 	Company has the ability to access.
Level 2: Inputs to the valuation methodology include:
- 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: Inputs to the valuation methodology are unobservable and 	significant to the fair value measurement.
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 December 31, 2015 and 2014 and the years then ended on a 	recurring basis:
Fair Value Measurements at December 	31, 2015
Quoted Prices in Active
Significant Other
Significant
Markets for Identical Assets
Observable Inputs
Unobservable Inputs
Total
(Level 1)
(Level 2)
(Level 3)
None $
-
$
- $
-
$
-
Total assets at fair value $
-
$
- $
-
$
-
Fair Value Measurements at December 31, 2014
Quoted Prices in Active
Significant Other
Significant
Markets for Identical Assets
Observable Inputs
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 fiscal periods ended December 31, 2015 and 	2014, there were no significant transfers of financial assets or financial 	liabilities between the hierarchy levels.
Earnings per Common Share: We compute net income (loss) per share 	in accordance with ASC 260, Earning per Share. ASC 260 requires presentation 	of both basic and diluted earnings per share (EPS) on the face of the income 	statement. Basic EPS is computed by dividing net income (loss) available to 	common shareholders (numerator) by the weighted average number of shares 	outstanding (denominator) during the period. Diluted EPS gives effect to all 	dilutive potential common shares outstanding during the period using the 	treasury stock method and convertible preferred stock using the if-converted 	method. In computing Diluted EPS, the average stock price for the period is 	used in determining the number of shares assumed to be purchased from the 	exercise of stock options or warrants. Diluted EPS excludes all dilutive 	potential shares if their effect is anti-dilutive.
Income Taxes: We have adopted ASC 740, Accounting for Income 	Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits 	for net operating losses carried forward. The potential benefits of net 	operating losses have not been recognized in these financial statements 	because the Company cannot be assured it is more likely than not it will 	utilize the net operating losses carried forward in future years.
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, the benefit of a tax position is 	recognized in the financial statements in the period during which, based on 	all available evidence, management believes it is more likely than not that 	the position will be sustained upon examination, including the resolution of 	appeals or litigation processes, if any. Tax positions taken are not offset 	or aggregated with other positions. Tax positions that meet the 	more-likely-than-not recognition threshold are measured as the largest 	amount of tax benefit that is more than 50 percent likely of being realized 	upon settlement with the applicable taxing authority. The portion of the 	benefits associated with tax positions taken that exceeds the amount 	measured as described above should be reflected as a liability for 	unrecognized tax benefits in the accompanying consolidated balance sheets 	along with any associated interest and penalties that would be payable to 	the taxing authorities upon examination.
Our federal and state income tax returns are open for fiscal years ending 	on or after December 31, 2009. We are not under examination by any 	jurisdiction for any tax year. At December 31, 2015 we had no material 	unrecognized tax benefits and no adjustments to liabilities or operations 	were required under FASB ASC 740-10.
Recent Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board ("FASB") issued 	Accounting Standards Update ("ASU") 2015-03, "Interest-Imputation of 	Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance 	Costs." ASU 2015-03 requires that debt issuance costs related to a 	recognized debt liability be presented in the balance sheet as a direct 	deduction from the carrying amount of that debt liability, consistent with 	debt discounts. Currently, debt issuance costs are recognized as deferred 	charges and recorded as other assets. The guidance is effective for annual 	and interim periods beginning after December 15, 2015 with early adoption 	permitted and is to be implemented retrospectively. Adoption of the new 	guidance will only affect the presentation of the Company's consolidated 	balance sheets and will have no impact to our financial statements.
Management does not anticipate that the adoption of these standards will 	have a material impact on the financial statements.
2. Stockholders' Equity
Transactions in our Common Stock in 2015
Stock issued upon conversion of debt: On November 5, 2015, we 	issued 14,360,396 shares of our common stock in settlement of $122,000 in 	convertible notes payable plus associated accrued interest of $21,604. The 	conversion occurred within the terms of the promissory notes and no gain or 	loss resulted.
Stock issuable upon completion of Reg S offering: Beginning 	December 2015 we offered for sale common shares through a placement of 	common stock units. Each unit consists of one share of common stock and one 	warrant to purchase common stock. The units are to be sold for the offering 	price of $0.50 per unit. The warrants are exercisable at $1.00 and expire 	two years from the date of issuance. The offering calls for a minimum of 	$500,000 to be raised up to a maximum of $2,500,000. As of December 31, 2015 	$250,013 has been subscribed for and received upon the sale of 500,000 	units. Until the minimum is raised the company may be obligated to return 	any proceeds received to the investors. Accordingly, proceeds received up to 	the minimum amount are carried as restricted cash and reflect a 	corresponding refund obligation under current liabilities. Upon completion 	and as a condition of the offering, the company is required to effect a 1:30 	reverse split of its common shares.
Stock returned to treasury and cancelled: On November 10, 2015, we 	entered into an Asset Purchase Rescission Agreement with IEC together with 	Mr. Edwin Witarsa Ng, a resident of Indonesia. Under the terms of the 	agreement we transferred and assigned all right, title and interest in the 	equipment back to IEC. IEC returned 10 million shares to the company and Mr. 	Ng acquired 50 million shares directly from IEC and became a Board member. 	The carrying value of the equipment at the date of the rescission agreement 	was $0.
Transactions in our Common Stock in 2014
In 2014 we issued 250,000 shares of our common stock valued at $0.13 or 	$32,500 as consideration for services. The shares were valued using the 	closing price at the date of grant.
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-wallet service for bill transfer and online shopping having 	advanced functionality and "gamification" features, among others, and is 	among the first portals to allow users the convenience to top-up phone 	credit. Mr. Ng is a control person of PT Kinerja and a controlling 	shareholder and board member of Solarflex.
4. Notes Payable
On October 6, 2015 the conversion price on all outstanding notes was 	reduced from $0.03 to $0.01 per share effective September 30, 2015. At the 	time of modification there were nine notes outstanding with principal amounts 	ranging from $3,000 to $35,000. It was determined that the modification 	resulted in derecognition of the old notes and recognition of the new notes. 	Accordingly, the remaining unamortized discount of $4,028 was immediately 	expensed and the aggregate fair value of the modified conversion terms of 	$199,305 was recognized as a loss on debt extinguishment in 2015.
During 2015 the Company signed five unsecured promissory notes with 	unrelated parties for an aggregate of $31,689. Three of these notes 	consisting of $23,000 in principal converted to common stock pursuant to the 	revised terms described above. At December 31, 2015 two unsecured promissory 	notes totaling $8,689 remain outstanding. The notes do not contain a 	conversion feature and bear interest at 1% per annum. The notes are due in 	October and November of 2016. In addition, the company benefitted from the 	payment of expenses of $15,750 in 2015 recognized as a short term obligation 	and carries no specific terms of interest or maturity.
In accordance with ASC 470, the Company has analyzed the beneficial 	nature of the initial conversion terms of the three convertible notes and 	determined that a beneficial conversion feature (BCF) exists because the 	effective conversion price was less than the quoted market price at the time 	of the issuance. The Company calculated the value of the BCF using the 	intrinsic method as stipulated in ASC 470. The BCF of $15,333 has been 	recorded as a discount to the notes payable and to Additional Paid-in 	Capital.
For the year ended December 31, 2015 the Company has recognized $11,809 	in interest expense related to the notes and has amortized $37,058 of the 	discount arising from the beneficial conversion feature.
For the year ended December 31, 2014 the Company has recognized $9,161 in 	interest expense related to the convertible notes and has amortized 	$70,864 of the beneficial conversion feature.
5. Income Taxes
We have adopted ASC 740 which provides for the recognition of a deferred 	tax asset based upon the value the loss carry-forwards will have to reduce 	future income taxes and management's estimate of the probability of the 	realization of these tax benefits. Our net operating loss carryovers 	incurred prior to 2008 considered available to reduce future income taxes 	were reduced or eliminated through our recent change of control (I.R.C. 	Section 382(a)) and the continuity of business limitation of I.R.C. Section 	382(c).
We have a current operating loss carry-forward of $ 476,993 resulting in 	deferred tax assets of $166,948. We have determined it more likely than not 	that these timing differences will not materialize and have provided a 	valuation allowance against substantially all our net deferred tax asset.
Future utilization of currently generated federal and state NOL and tax 	credit carry forwards may be subject to a substantial annual limitation due 	to the ownership change limitations provided by the Internal Revenue Code of 	1986, as amended and similar state provisions. The annual limitation may 	result in the expiration of NOL and tax credit carry forwards before full 	utilization.
The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2009.
6. Future Commitment
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. The 	licensing agreement requires a 1% royalty on sales generated by Solarflex.
Cancellation of Previous Agreement
On November 10, 2015, the Asset 	Purchase Rescission Agreement with IEC effectively cancelled the Patent Sale 	Agreement whereby the Company acquired all of the rights, title and interest 	in the patent known as the "Solar element and method of manufacturing the 	same". In consideration of the rescission the Company is released from all 	terms and is no longer obligated to pay any royalties under that agreement 	and has returned all related equipment.
7. 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 any source of revenue to cover its 2016 	operating costs, and as such, has incurred an operating loss since 	inception. Further, as of December 31, 2015, 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.
8. Subsequent Events
As of January 20, 2016 the full minimum subscription proceeds of $500,000 	were received. Upon reaching the minimum the company is obligated to 	implement a reverse split of the issued and outstanding shares of common 	stock on a 1 for 30 basis and execute a name change to KinerjaPay Corp. 	These corporate actions will not become effective until the Corporation 	receives approval from FINRA.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Back to Table of Contents
None.
Item 9A(T)
Item 9A(T) Controls and Procedures. Back to Table of Contents
Evaluation of Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. As of December 31, 2015, the Company's chief executive officer/chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the fiscal year 2015.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by our principal executive officer/principal financial officer, who is also the sole member of our Board of Directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with U.S. generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, we have concluded that our internal control over financial reporting was not effective as of December 31, 2015. Management has identified corrective actions for the weakness and has begun implementation during the second quarter of 2016.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information. Back to Table of Contents
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance. Back to Table of Contents
Name
Age
Title
Sergei Rogov
CEO, CFO and 	Director
Edwin Witarsa 	Ng
Chairman
Our Directors hold office until the next annual meeting of our stockholders or until their successors are duly elected and qualified. Set forth below is a summary description of the principal occupation and business experience of each of our Directors and executive officers for at least the last five years.
Sergei Rogov, 58, has been our sole executive 	officer and Director from the Company's inception in February 2010 until 	November 2015. Mr. Rogov received his Bachelor of Science degree in Applied 	Mathematics from Polytechnic University in St. Petersburg, Russia in 1980. 	From 1999, he worked as a Senior Program Engineer in the Development 	Department of Identify Software Ltd., which in 2006 was acquired by BMC 	Software, to which he continued to provide services until 2009. As part of 	his duties, Mr. Rogov works with various development teams. Following his 	work for BMC Software and until present, Mr. Rogov has continues to provide 	senior software development services to Rollsoft Ltd. Prior to his position 	at Identity Software Ltd., he worked for Telegate Ltd. for two years as a 	Program Engineer, and for Prudence Ltd. for two years developing programs 	related to the electromagnetic fields for linear accelerators.
Edwin Witarsa Ng, 34, was appointed to the Board 	of Directors, with the position of Chairman, on November 15, 2015. In 2007, 	Mr. Ng founded PT Kinerja, an Information Technology company organized under 	the laws of Indonesia with offices located in Medan, Indonesia and 	operations throughout Indonesia. PT Kinerja operates through the following 	units, among others: (i) KinerjaHosting, which is engaged in the business of 	providing data hosting to Companies and/or individuals, as well as website 	domains and VPS services; (ii) KinerjaNet, which is engaged in the business 	of Internet Service Provider by providing internet connectivity to corporate 	offices, households, and internet cafes; and (iii) Kinerja Technology, which 	is engaged in the business of Application Development, mobile app 	development, website development, and Software implementation such as ERP 	and CRM Software. PT Kinerja also partnered with IBM to build the first Tier 	2+ Data Center in Medan City (KDC Medan). In February 2015, Mr. Ng started 	the business of KinerjaPay, an e-commerce payment gateway with marketplace 	platform. In 2007, Mr. Ng founded and to present has served as CEO and 	president of PT. Stareast Sejahtera Group, a Real Estate Development company 	with operations in Medan, Pekanbaru, and Bintan Island , Indonesia. Since 	2007, the company has built and opened hotels and apartment complexes, and 	conducted extensive development operations in Indonesia. In 2012, Mr. Ng 	established PT. Graha Pecatu Sejahtera, a Real Estate Development company 	for which he has served as CEO & President, and built a four star rated 	Condotel in BALI. Mr. Ng has other business interests engaged in asset 	management, tire distribution, marketing consultancy and hospitality.
Mr. Ng received his undergraduate degree from the 	University of Southern California (USC) School of Engineering, Los Angeles, 	CA in 2002 with a major in Management Information Systems and a Minor in SAP 	Implementation Systems and his post-graduate degree from the University of 	Toronto in 2004 with a major in Information Science.
The Board of Directors has concluded that Mr. Rogov and 	Mr. Ng should serve as Directors because of their extensive and diverse 	experience working with development teams and managing development 	efforts, which experiences they each gained while working at and managing 	the above-referenced entities.
Each Director of the Company serves for a term of one 	year or until the successor is elected at the Company's annual shareholders' 	meeting and is qualified, subject to removal by the Company's shareholders. 	Our executive officer serves at the pleasure of the Board of Directors, for 	a term of one year and until the successor is elected at the annual or other 	meeting of the Board of Directors and is qualified.
Section 16(a) Beneficial Ownership Reporting 	Compliance
Section 16(a) of the Securities Exchange Act of 1934 	requires officers and directors of the Company and persons who own more than 	ten percent of a registered class of the Company's equity securities to file 	reports of ownership and changes in their ownership with the Securities and 	Exchange Commission, and forward copies of such filings to the Company. We 	believe, based solely on our review of the copies of such forms, that during 	the fiscal year ended December 31, 2015, our sole executive officer and both 	or our Directors and 5% shareholders have complied with Section 16(a) filing 	requirements.
Auditors
The Company engaged M&K CPAS, PLLC ("M&K") as the 	Company's independent registered public accounting firm for the fiscal year 	ending December 31, 2015 and 2014.
Code of Ethics and Audit Committee
We do not currently have a Code of Ethics applicable to 	our principal executive, financial and accounting officers. We do not have a 	financial expert on the board or an audit committee or nominating committee.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee 	comprised of independent directors, the functions that would have been 	performed by such committees are performed by our directors. The Board of 	Directors has not established an audit committee and does not have an audit 	committee financial expert, nor has the Board established a nominating 	committee. The Board is of the opinion that such committees are not 	necessary since the Company has only two directors, and to date, such 	directors have been performing the functions of such committees. Thus, there 	is a potential conflict of interest in that our directors and officers have 	the authority to determine issues concerning management compensation, 	nominations, and audit issues that may affect management decisions. We are 	not aware of any other conflicts of interest with any of our executive 	officers or directors.
Involvement in Certain Legal Proceedings
There are no legal proceedings that have occurred within 	the past five years concerning our directors, or control persons which 	involved a criminal conviction, a criminal proceeding, an administrative or 	civil proceeding limiting one's participation in the securities or banking 	industries, or a finding of securities or commodities law violations.
Item 11.
Item 11. Executive Compensation. Back to Table of Contents
	
(1) Sergei Rogov was appointed CFO on June 11, 2013.
(2) Jonathan Beresovsky was the Companny's CFO since inception and resigned on June 11, 2013 as an officer.
Since our incorporation, we have not paid any compensation to any of our Directors in consideration for their services rendered to our Company in their capacity as such. We have no employment agreements with any of our Directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans. Since our incorporation , no stock options or stock appreciation rights were granted to any of our Directors or executive officers. We have no long-term equity incentive plans.
Outstanding Equity Awards
None of our Directors or executive officers holds options, stock that has not vested, or equity incentive plan awards.
Compensation of Directors
Since our incorporation , no compensation has been paid to any of our Directors other than mentioned above in consideration for their services rendered in their capacity as directors.
Director Independence
We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of independent directors. We do not believe that any of our directors currently meet the definition of independents; as promulgated by the rules and regulations of the American Stock Exchange.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Back to Table of Contents
The following table lists the number of shares of Common Stock of our Company as of January 15, 2016 that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. As As of February 6, 2016, the Company has 139,610,386 shares of Common Stock outstanding.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence. Back to Table of Contents
During the last two fiscal years, we have not entered into any material transaction nor are there any proposed material transactions in which our Director, executive officer, stockholders, or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.
Item 14.
Item 14. Principal Accounting Fees and Services. Back to Table of Contents
The Registrant's Board of Directors has appointed M&K CPAS, PLLC ("M&K") as independent public accountant for the fiscal year ended December 31, 2015 and 2014.
Principal Accounting Fees
The following table presents the fees for professional audit services rendered by M&K for the audit of the Registrant's annual financial statements for the years ended December 31, 2015 and 2014, and fees billed for other services rendered by M&K during those periods.
	As of December 31, 2015, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules. Back to Table of Contents
Exhibit
Description
3.1
Certificate of 			Incorporation of the Company
		 attached to the Registration Statement on Form S1, filed on February 8, 2012.
3.1(i)
Amendment to the Certificate of 			Incorporation, filed herewith.
3.2
Bylaws of the Company, 			attached to the Registration Statement on Form S1, filed on February 8, 2012.
3.3
Form of Common Stock Certificate of the Company,
		 attached to the Registration Statement on Form S1,
			filed on February 8, 2012.
10.1
Patent Assignment Agreement,
		 attached to the Registration Statement on Form S1, filed on February 8, 2012.
10.2
Assets 			Purchase Agreement between the Company and International Executive 			Consulting SPRL, 			attached to the Company's Form 8-K as filed with the SEC on May 20, 			2013.
10.3
Asset 			Purchase Rescission Agreement dated November 10, 2015, attached to 			the Company's Form 8-K as filed with the SEC on November 17, 2015.
10.4
			Memorandum of Understanding dated November 15, 2015, attached to the Company's Form 			8-K as filed with the SEC on November 17, 2015.
10.5
License 			Agreement between the Registrant and PT Kinerja dated December 1, 			2015, attached to the 			Company's Form 8-K as filed with the SEC on December 2, 2015.
10.6
Amendment 			to License Agreement between the Registrant and PT Kinerja dated 			December 29, 2015, 			attached to the Company's Form 8-K as filed with the SEC on January 			4, 2016.
31.1
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Principal Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2
Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (filed herewith)
SIGNATURES
	
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Solarflex Corp
Date: February 11, 2016 By: /s/ 			Sergei Rogov
Name:
Title: Chief Executive Officer, Principal Accounting and 			Financial Officer and Director
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.