UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549












FORM
10-Q/ A

Amendment
No. 1










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



For
the quarterly period ended September 30, 2017



Commission
File Number: 0-55081



KinerjaPay
Corp.

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



|Delaware                                     | 42-1771817                              
|-------------------------------------------- | ----------------------------------------
|(State
    of Incorporation)                 | (I.R.S.
    Employer Identification No.)
|                                             |                                         
|Jl.
    Multatuli, No.8A, Medan, Indonesia   | 20151                                   
|(Address
    of Principal Executive Offices) | (ZIP
    Code)                          



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



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

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



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in
Rule 12b-2 of the Exchange Act) or a smaller reporting company.



|Large
    accelerated filer [  ] | Accelerated
    filer [  ] | Non-Accelerated
    filer [  ] | Smaller
    reporting company [X]
|-------------------------------- | -------------------------- | ------------------------------ | ---------------------------------



On
December 7, 2017 the Registrant had 11,661,036 shares of common stock outstanding.


















TABLE
OF CONTENTS



|Item         |  | Description                                                                          |  | Page
|------------ |  | ------------------------------------------------------------------------------------ |  | ----
|             |  |                                                                                      |  |     
|             |  | PART I - FINANCIAL INFORMATION                                                       |  |     
|             |  |                                                                                      |  |     
|ITEM
    1.  |  | FINANCIAL STATEMENTS.                                                                |  | 3   
|ITEM
    2.  |  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND PLAN OF OPERATIONS. |  | 4   
|ITEM
    3.  |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                          |  | 8   
|ITEM
    4.  |  | CONTROLS AND PROCEDURES.                                                             |  | 8   
|             |  |                                                                                      |  |     
|             |  | PART II - OTHER INFORMATION                                                          |  |     
|             |  |                                                                                      |  |     
|ITEM
    1.  |  | LEGAL PROCEEDINGS.                                                                   |  | 8   
|ITEM
    1A. |  | RISK FACTORS.                                                                        |  | 8   
|ITEM
    2.  |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.                         |  | 8   
|ITEM
    3.  |  | DEFAULT UPON SENIOR SECURITIES.                                                      |  | 9   
|ITEM
    4.  |  | MINE SAFETY DISCLOSURE.                                                              |  | 9   
|ITEM
    5.  |  | OTHER INFORMATION.                                                                   |  | 9   
|ITEM
    6.  |  | EXHIBITS.                                                                            |  | 9   



2







PART
I - FINANCIAL INFORMATION



ITEM
1. FINANCIAL STATEMENTS Back to Table of Contents



|Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016                                           | F-1
|-------------------------------------------------------------------------------------------------------------------------------- | ---
|Consolidated Statements of Operations for the Three and Nine-Month Periods Ended September 30, 2017 and 2016 (Unaudited).        | F-2
|Consolidated Statements of Comprehensive Loss for the Three and Nine-Month Periods Ended September 30, 2017 and 2016 (Unaudited) | F-3
|Consolidated Statements of Cash Flows for the Nine-Month Periods September 30, 2017 and 2016 (Unaudited)                         | F-4
|Notes to Unaudited Interim Consolidated Financial Statements                                                                     | F-5



3







KINERJAPAY
CORP.

Consolidated
Balance Sheets

As
of September 30, 2017 (Unaudited) and December 31, 2016

Back to Table of Contents



|                                                                                                                                                                                                                  |  | September
    30, 2017 |            | December
    31, 2016
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---------- | ---------------------
|                                                                                                                                                                                                                  |  | (Unaudited)            |            |                      
|ASSETS                                                                                                                                                                                                            |  |                        |            |                      
|Current assets:                                                                                                                                                                                                   |  |                        |            |                      
|Cash                                                                                                                                                                                                              |  | $                      | 60,488     |                      
|Restricted cash                                                                                                                                                                                                   |  |                        | 29,841     |                      
|Accounts receivable                                                                                                                                                                                               |  |                        | 22,632     |                      
|Prepaid expenses                                                                                                                                                                                                  |  |                        | 11,448     |                      
|Total
    current assets                                                                                                                                                                                          |  |                        | 124,409    |                      
|                                                                                                                                                                                                                  |  |                        |            |                      
|Equipment, net of
    accumulated depreciation of $2,217 and $289, respectively.                                                                                                                                  |  |                        | 13,636     |                      
|Intangible
    assets                                                                                                                                                                                             |  |                        | 25,000     |                      
|Total
    assets                                                                                                                                                                                                  |  | $                      | 163,045    |                      
|                                                                                                                                                                                                                  |  |                        |            |                      
|LIABILITIES AND STOCKHOLDERS’
    DEFICIT                                                                                                                                                                         |  |                        |            |                      
|                                                                                                                                                                                                                  |  |                        |            |                      
|Current liabilities:                                                                                                                                                                                              |  |                        |            |                      
|Accounts payable
    - trade                                                                                                                                                                                      |  | $                      | 2,782      |                      
|Accounts payable
    - related party                                                                                                                                                                              |  |                        | 51,849     |                      
|Tax payable                                                                                                                                                                                                       |  |                        | 907        |                      
|Accrued interest                                                                                                                                                                                                  |  |                        | 1,830      |                      
|Accrued expenses                                                                                                                                                                                                  |  |                        | 3          |                      
|Unissued stock subscriptions                                                                                                                                                                                      |  |                        | -          |                      
|Total
    current liabilities                                                                                                                                                                                     |  |                        | 57,371     |                      
|                                                                                                                                                                                                                  |  |                        |            |                      
|Total
    liabilities                                                                                                                                                                                             |  |                        | 57,371     |                      
|                                                                                                                                                                                                                  |  |                        |            |                      
|Stockholders’ equity (deficit):                                                                                                                                                                                   |  |                        |            |                      
|Preferred stock,
    par value $0.0001 per share; 10,000,000 shares authorized; none issued                                                                                                                       |  |                        | -          |                      
|Common stock, par
    value $0.0001 per share; 500,000,000 shares authorized; 11,661,036 shares issued and outstanding at September 30, 2017 and
    8,627,013 shares issued and outstanding at December 31, 2016 |  |                        | 1,165      |                      
|Additional paid-in
    capital                                                                                                                                                                                    |  |                        | 8,039,502  |                      
|Stock payable                                                                                                                                                                                                     |  |                        | 178,000    |                      
|Accumulated deficit                                                                                                                                                                                               |  |                        | (8,113,752 | )                    
|Accumulated
    other comprehensive loss                                                                                                                                                                          |  |                        | 759        |                      
|Total
    stockholders’ equity (deficit)                                                                                                                                                                          |  |                        | 105,674    |                      
|Total
    liabilities and stockholders’ equity                                                                                                                                                                    |  | $                      | 163,045    |                      





See
notes to unaudited interim consolidated financial statements.



F-1







KINERJAPAY
CORP.

Consolidated
Statements of Operations

For
the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Back to Table of Contents



|                                                            |  | For the                |            | For the                |  | For the                |           | For the               
|----------------------------------------------------------- |  | ---------------------- | ---------- | ---------------------- |  | ---------------------- | --------- | ----------------------
|                                                            |  | Three Months Ended     |            | Three Months Ended     |  | Nine Months Ended      |           | Nine Months Ended     
|                                                            |  | September
    30, 2017 |            | September
    30, 2016 |  | September
    30, 2017 |           | September
    30, 2016
|                                                            |  |                        |            |                        |  |                        |           |                       
|Revenue from services -
    related entity                  |  | $                      | 1,763,608  |                        |  | $                      | -         |                       
|Costs
    related to service revenue                        |  |                        | 1,842,985  |                        |  |                        | -         |                       
|Gross margin                                                |  |                        | (79,377    | )                      |  |                        | -         |                       
|                                                            |  |                        |            |                        |  |                        |           |                       
|Expenses:                                                   |  |                        |            |                        |  |                        |           |                       
|General and administrative                                  |  |                        | 444,732    |                        |  |                        | 363,434   |                       
|Depreciation expense                                        |  |                        | 940        |                        |  |                        | 17        |                       
|Total general
    and administrative expenses               |  |                        | 445,672    |                        |  |                        | 363,451   |                       
|                                                            |  |                        |            |                        |  |                        |           |                       
|(Loss) from operations                                      |  |                        | (525,049   | )                      |  |                        | (363,451  | )                     
|                                                            |  |                        |            |                        |  |                        |           |                       
|Other income (expense):                                     |  |                        |            |                        |  |                        |           |                       
|Interest expense                                            |  |                        | (1,830     | )                      |  |                        | (137      | )                     
|Loss on debt conversion                                     |  |                        | -          |                        |  |                        | -         |                       
|Loss
    on extinguishment of debt                          |  |                        | -          |                        |  |                        | -         |                       
|Total other costs
    and expenses                          |  |                        | (1,830     | )                      |  |                        | (137      | )                     
|                                                            |  |                        |            |                        |  |                        |           |                       
|Net loss before income taxes                                |  |                        | (526,879   | )                      |  |                        | (363,588  | )                     
|Income taxes                                                |  |                        | -          |                        |  |                        | -         |                       
|Net loss                                                    |  | $                      | (526,879   | )                      |  | $                      | (363,588  | )                     
|                                                            |  |                        |            |                        |  |                        |           |                       
|Basic and diluted per share amounts:                        |  |                        |            |                        |  |                        |           |                       
|Basic and diluted
    net loss                              |  | $                      | (0.04      | )                      |  | $                      | (0.04     | )                     
|                                                            |  |                        |            |                        |  |                        |           |                       
|Weighted average
    shares outstanding (basic and diluted) |  |                        | 12,718,139 |                        |  |                        | 8,195,491 |                       



See
notes to unaudited interim consolidated financial statements.



F-2







KINERJAPAY
CORP.

Consolidated
Statements of Comprehensive Loss

For
the Three and Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Back to Table of Contents



|                                             |  | Three
    months       |          |   | Three
    months       |   |          | Nine
    months        |  |   | Nine
    months        |  
|-------------------------------------------- |  | ---------------------- | -------- | - | ---------------------- | - | -------- | ---------------------- |  | - | ---------------------- | -
|                                             |  | ended                  |          |   | ended                  |   |          | ended                  |  |   | ended                  |  
|                                             |  | September
    30, 2017 |          |   | September
    30, 2016 |   |          | September
    30, 2017 |  |   | September
    30, 2016 |  
|Net loss                                     |  | $                      | (526,879 | ) |                        | $ | (363,588 | )                      |  | $ | (4,528,126             | )
|Foreign currency
    translation adjustments |  |                        | (115     | ) |                        |   | 8,430    |                        |  |   | (139                   | )
|Total
    comprehensive loss, net of tax     |  | $                      | (526,994 | ) |                        | $ | (355,158 | )                      |  | $ | (4,528,265             | )



See
notes to unaudited interim consolidated financial statements.



F-3









KINERJAPAY
CORP.

Consolidated
Statements of Cash Flows

For
the Nine Months Ended September 30, 2017 and 2016

(Unaudited)

Back to Table of Contents



|                                                                                     |  | For the                |            |   | For the                |  
|------------------------------------------------------------------------------------ |  | ---------------------- | ---------- | - | ---------------------- | -
|                                                                                     |  | Nine Months Ended      |            |   | Nine Months Ended      |  
|                                                                                     |  | September
    30, 2017 |            |   | September
    30, 2016 |  
|Cash flows from operating activities:                                                |  |                        |            |   |                        |  
|Net loss                                                                             |  | $                      | (4,528,126 | ) |                        | $
|Adjustments required to reconcile net
    loss to cash used in operating activities: |  |                        |            |   |                        |  
|Shares issued for
    services                                                       |  |                        | 2,097,751  |   |                        |  
|Loss on conversion
    of debt                                                       |  |                        | 442,697    |   |                        |  
|Depreciation expense                                                                 |  |                        | 1,896      |   |                        |  
|Loss on extinguishment
    of debt                                                   |  |                        | -          |   |                        |  
|Share-based compensation                                                             |  |                        | 1,116,829  |   |                        |  
|Changes in net assets and liabilities:                                               |  |                        |            |   |                        |  
|(Increase) decrease
    in accounts receivable                                       |  |                        | (22,632    | ) |                        |  
|(Increase) decrease
    in other assets                                              |  |                        | (25,000    | ) |                        |  
|(Increase) decrease
    in prepaid expenses                                          |  |                        | 17,518     |   |                        |  
|Increase (decrease)
    in accounts payable                                          |  |                        | (148,019   | ) |                        |  
|Increase
    (decrease) in accrued liabilities                                       |  |                        | (2,274     | ) |                        |  
|Net
    cash used in operating activities                                            |  |                        | (1,049,360 | ) |                        |  
|                                                                                     |  |                        |            |   |                        |  
|Cash flows from investing activities:                                                |  |                        |            |   |                        |  
|Purchase of
    equipment                                                            |  |                        | (11,687    | ) |                        |  
|Cash
    used in investing activities                                                |  |                        | (11,687    | ) |                        |  
|                                                                                     |  |                        |            |   |                        |  
|Cash flows from financing activities:                                                |  |                        |            |   |                        |  
|Proceeds from issuance
    of common stock                                           |  |                        | 952,000    |   |                        |  
|Payments on debt                                                                     |  |                        | -          |   |                        |  
|Borrowings on debt
    - related party                                               |  |                        | 50,000     |   |                        |  
|Borrowings
    on debt                                                               |  |                        | 100,000    |   |                        |  
|Net
    cash provided by financing activities                                        |  |                        | 1,102,000  |   |                        |  
|                                                                                     |  |                        |            |   |                        |  
|Foreign currency
    adjustment                                                      |  |                        | 604        |   |                        |  
|                                                                                     |  |                        |            |   |                        |  
|Change in cash                                                                       |  |                        | 41,557     |   |                        |  
|Cash - Beginning of period                                                           |  |                        | 48,772     |   |                        |  
|Cash - End of period                                                                 |  | $                      | 90,329     |   |                        | $
|                                                                                     |  |                        |            |   |                        |  
|Supplemental Cash Flow Disclosure:                                                   |  |                        |            |   |                        |  
|Non-cash transactions:                                                               |  |                        |            |   |                        |  
|Settlement of
    restricted cash with common stock                                  |  | $                      | -          |   |                        | $
|Stock issued
    to settle debt                                                      |  | $                      | 100,000    |   |                        | $



See
notes to unaudited interim consolidated financial statements.



F-4







KINERJAPAY
CORP.(formerly Solarflex Corp.)Notes to Unaudited Consolidated Financial StatementsBack to Table of Contents



1.
The Company and Significant Accounting Policies



Organizational
Background



KinerjaPay
Corp. (“Kinerja” or the “Company”) is a Delaware corporation and commenced operations during the period
ended September 30, 2017. The Company was incorporated under the laws of the State of Delaware on February 12, 2010. The business
plan of the Company was to develop a commercial application of the design in a patent of a “Solar element and method of
manufacturing the same”. On November 10, 2015 this plan was abandoned and all related contracts and agreements rescinded.



On
December 1, 2015, the Company entered into a license agreement with PT Kinerja Indonesia, an entity organized under the laws of
Indonesia and controlled by Mr. Ng (“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit
certain technology and intellectual property and its website, KinerjaPay.com. Pursuant to the License Agreement, the Company was
granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience
of e-wallet service for bill transfer and online shopping and is among the first portals to allow users the convenience to top-up
phone credit. In conjunction with the agreement the company changed its name from Solarflex Corp. to KinerjaPay Corp. On April
6, 2016, P.T. KinerjaPay Indonesia a subsidiary was organized under the laws of Indonesia. PT KinerjaPay Indonesia is a wholly-owned
subsidiary of the Company, and both PT Kinerja Indonesia and PT KinerjaPay Indonesia are owned and controlled by Mr. Ng, the Company’s
CEO and control shareholder, and are deemed to be related entities.



The
accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.



Basis
of Presentation:



The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient
revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30,
2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial
doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification
of liabilities that may result from the possible inability of the Company to continue as a going concern.



Principles
of Consolidation:



The
financial statements include the accounts of KinerjaPay Corp. and its wholly owned subsidiary PT KinerjaPay, Indonesia. All significant
inter-company balances and transactions have been eliminated.



F-5







Significant
Accounting Policies



Use
of Estimates:



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from the estimates.



Cash
and Cash Equivalents:



For
financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities
of six months or less to be cash or cash equivalents. There were no cash equivalents as of September 30, 2017 and December 31,
2016.



Property
and Equipment:



New
property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful
lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items,
repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected
in the operating results in the period the event takes place.



Valuation
of Long-Lived Assets:



We
review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes
in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment
is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and
without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment
loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based
on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived
assets, as well as other fair value determinations.



Stock-Based
Compensation:



Stock-based
awards are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. 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 September 30, 2017 and December 31, 2016, the carrying value of certain financial instruments (cash
and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments
or interest rates, which are comparable with current rates.



F-6







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
September 30, 2017 and December 31, 2016 and the years then ended on a recurring basis:



Fair
Value Measurements at September 30, 2017



|                               |  |       |   |  | Quoted
    Prices in Active                                                                                                                                   |   |   |                                                                                                                                                                      |  |   |                                                                                                                         | 
|------------------------------ |  | ----- | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ----------------------------------------------------------------------------------------------------------------------- | 
|                               |  |       |   |  | Markets
                                         for
                                               Identical
                                         Assets |   |   | Significant
                                         Other
                                               Observable
                                         Inputs |  |   | Significant
                                               Unobservable
                                         Inputs | 
|                               |  | Total |   |  | (Level
    1)                                                                                                                                                 |   |   | (Level
    2)                                                                                                                                                        |  |   | (Level
    3)                                                                                                           | 
|None                           |  | $     | - |  |                                                                                                                                                               | $ | - |                                                                                                                                                                      |  | $ | -                                                                                                                       | 
|Total assets
    at fair value |  | $     | - |  |                                                                                                                                                               | $ | - |                                                                                                                                                                      |  | $ | -                                                                                                                       | 



Fair
Value Measurements at December 31, 2016





|                               |  |       |   |  | Quoted
    Prices in Active                          |   |   |                                                             |  |   |                                                 | 
|------------------------------ |  | ----- | - |  | ---------------------------------------------------- | - | - | ----------------------------------------------------------- |  | - | ----------------------------------------------- | 
|                               |  |       |   |  | Markets
        for
        Identical
        Assets |   |   | Significant
        Other
        Observable
        Inputs |  |   | Significant
        Unobservable
        Inputs | 
|                               |  | Total |   |  | (Level
    1)                                        |   |   | (Level
    2)                                               |  |   | (Level
    3)                                   | 
|None                           |  | $     | - |  |                                                      | $ | - |                                                             |  | $ | -                                               | 
|Total assets at fair
    value |  | $     | - |  |                                                      | $ | - |                                                             |  | $ | -                                               | 



When
the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in
current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy
based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur.
For the periods ended September 30, 2017 and December 31, 2016, there were no significant transfers of financial assets or financial
liabilities between the hierarchy levels.



F-7







Revenue
Recognition:



Our
principal products and services are: (i) our electronic payment service (“EPS”) and (ii) our virtual marketplace both
of which are available on our portal under the domain name KinerjaMall.com. Through our Portal and Mobile App we provide EPS to
consumers and merchants. Our EPS provides an affordable, secure and reliable method to consumers and merchants, as well as friends
and family, to pay and transfer money using electronic devices (e.g., mobile, tablets and personal computers). In addition, consumers,
merchants and businesses of all sizes can accept payments from merchant websites and mobile devices. Our EPS service enables consumers
to conveniently pay utility bills, phone bills, credit card payments and add credit to their cell phone accounts. We developed
a proprietary digital e-wallet software, which provides users with the ability to complete EPS transactions safely and conveniently.
The e-wallet acts as an escrow account as payments will only be released to the seller once the buyer has received the product.
Revenue from sales of products in our marketplace (KinerjaMall.com) and remittance services are net commission earned, whereas
we book gross revenue from sales of prepaid phone pulse, data plan, prepaid electricity token and utility bills (water and electricity).
Revenue from net commission contributed less than 1% of the total revenue generated.



The
Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a
risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and
not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions.



Both
PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled
by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending
on the revenue transaction.



We
pay transaction fees as follows: (i) 3.9% + $0.30 when senders fund payment transactions using PayPal; (ii) no fees when customers
fund payment transactions by electronic transfer of funds from a bank accounts; and (iii) fees of $0.25 to $0.50 per transaction
if customers fund payment transactions by using a third party payment gateway. To date, 0%, 80% and 20%, respectively, of our
fees are represented by transactions (i), (ii) and (iii), respectively.



Accounts
Receivable



Accounts
receivable consist primarily of trade receivables. The Company provides an allowance for doubtful trade receivables equal to the
estimated uncollectible amounts. That estimate is based on historical collection experience, current economic and market conditions
and a review of the current status of each customer’s trade accounts receivable. As of September 30, 2017, the Company had
$22,632 in accounts receivable due from customer sales on the Company’s Portal which have not yet been collected. The allowance
for doubtful trade receivables was $0 as of September 30, 2017 as we believe all of our receivables are less than 30 days old,
and are fully collectable.



Earnings
per Common Share:



We
compute net income (loss) per share in accordance with ASC 260, Earning per Share. 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.



F-8







Common
Stock Split:



On
January 15, 2016 we declared a reverse split of our common stock. The formula provided that every thirty (30) issued and outstanding
shares of common stock of the Corporation be automatically split into one (1) share of common stock. The reverse split was effective
upon receipt of approval from FINRA. Except as otherwise noted, all share, option and warrant numbers have been restated to give
retroactive effect to this split. All per share disclosures retroactively reflect post-split shares.



Income
Taxes:



We
have adopted ASC 740, Accounting for Income Taxes.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.



F-9







Our
federal and state income tax returns are open for fiscal years ending on or after December 31, 2013. We are not under examination
by any jurisdiction for any tax year. At September 30, 2017 we had no material unrecognized tax benefits and no adjustments to
liabilities or operations were required under FASB ASC 740-10.



Recent
Issued Accounting Standards



Effective
January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification
of Deferred Taxes, which changes how deferred taxes are classified in organizations’ balance sheets. The ASU eliminates
the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified
balance sheet. Instead, all deferred tax assets and liabilities will be required to be classified as noncurrent. The amendments
apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial
statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods (i.e.,
in the first quarter of 2017 for calendar year-end companies). Early adoption is permitted for all entities as of the beginning
of an interim or annual reporting period. The guidance may be applied either prospectively, for all deferred tax assets and liabilities,
or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to
include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required
to include quantitative information about the effects of the change on prior periods. The adoption of this ASU did not have a
significant impact on the condensed consolidated financial statements.



Management
does not anticipate that the adoption of these standards will have a material impact on the financial statements.



Effective
January, 2017, the Company adopted Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting. The amendments are intended to improve the accounting for employee share-based
payments and affect all organizations that issue share-based payment awards to their employees.



Several
aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b)
classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments
also simplify two areas specific to private companies.



For
public business entities, the amendments are effective for annual periods beginning after December 15, 2016, and interim periods
within those annual periods. Early adoption is permitted in any interim or annual period periods (i.e., in the first quarter of
2017 for calendar year-end companies).



The
adoption of these ASU’s did not have a significant impact on the consolidated financial statements.



During
2016, the FASB issued several Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition
guidance including Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance
Obligations and Licensing. An entity should apply the amendments in this ASU using one of the following two methods:



1.            Retrospectively to each prior reporting period presented with a possibility to elect certain practical expedients, or,



2.            Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. If
an entity elects the latter transition method, it also should provide certain additional disclosures.



F-10









For
a public business entity, the amendments in ASU 2014-09 (including the amendments introduced through recent ASU’s) are effective
for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (the first
quarter of fiscal year 2018 for the Company). Early application is permitted only as of annual reporting periods beginning after
December 15, 2016, including interim reporting periods within that reporting period.



The
Company intends to adopt ASU 2014-09 as of January 1, 2018.



The
Company is in the process of evaluating the impact of ASU 2014-09 on its revenue streams and selling contracts, if any, and on
its financial reporting and disclosures. Management is expecting to complete the evaluation of the impact of the accounting and
disclosure changes on the business processes, controls and systems throughout 2017. Since the Company did not report so far, material
revenues, management believes that the adoption of ASU 2014-09 will not have significant impact on its financial statements.



2.
Stockholders’ Equity



On
January 15, 2016, we amended our certificate of incorporation to increase authorized capital to include 10 million shares of $.0001
par value preferred shares. No preferred shares have been issued.



Issuance
of Shares of Common Stock as of September 30, 2017:



During
the three months ended September 30, 2017, the Company authorized the issuance of 181,818 shares of common stock for cash at $1.10
per share for a total to be earned of $200,000. As of September 30, 2017 none of these shares have been issued and outstanding
even though the Company received $50,000 with respect to these shares. As a result, the Company recorded $50,000 in stock payable
as of September 30, 2017.



During
the three months ended September 30, 2017, the Company authorized the issuance of 80,000 shares of common stock valued at $1.60
per share to Ace Legends Pte Ltd. for services provided. As of September 30, 2017 none of these shares have been issued and outstanding.
As a result, the Company recorded $128,000 in stock payable as of September 30, 2017.



Debt
Conversion into Shares of Common Stock



During
the nine months ended September 30, 2017, the Company agreed to convert $100,000 in debt into 200,000 shares of common stock and
200,000 warrants. The debt was non-convertible, and the borrowings took place on May 7, 2017, but were subsequently fully converted
on May 23, 2017. In addition, the Company incurred a loss of $442,697 in connection with the debt conversion, which was recorded
as additional paid-in capital.



Common
Stock and Warrants Issued for Cash



During
the nine months ended September 30, 2017, the Company received $902,000 through a placement of 1,359,000 common stock units to
investors for an offering price of $0.50 and $1.00 per unit. Each unit consisted of one share of common stock and one warrant
to purchase common stock. The 1,214,000 warrants are exercisable at $2.00 and $1.00 and expire one year from the date of issuance.
The warrants were valued using the Black-Scholes pricing model to estimate the relative fair value of $781,714. The Black-Sholes-Merton
pricing model assumptions used are as follows: expected dividend yield of 0%; risk-free interest rate of 1.36%; expected volatility
between 179% and 181%, and warrant exercise period based upon the stated terms. The warrants were classified within stockholders’
equity.



Stock-Based
Compensation



During
the nine months ended September 30, 2017, the Company issued 1,475,000 fully vested shares of the Company common stock and 1,900,000
warrants to consultants as payment for services. As the equity instruments issued are fully vested and non-forfeitable, the fair
value of the grants was recognized as an increase additional paid-in capital at the measurement date. The shares were valued at
the closing price as of the date of the underlying agreements (ranging from $0.65 to $2.93).



F-11







The
warrants were valued using the Black-Scholes pricing model to estimate the fair value of $1,051,973 and resulted in current recognition
in additional consulting services. The Black-Sholes pricing model assumptions used are as follows: expected dividend yield of
0%; risk-free interest rate of 1.21%; expected volatility between 179% and 185%, and warrant exercise period based upon the stated
terms.



3.
Related Party Transactions not Disclosed Elsewhere



On
December 1, 2015, the Company entered into an agreement with PT Kinerja Indonesia, an entity organized under the laws of Indonesia
(“PT Kinerja”), for an exclusive, world-wide license to use and commercially exploit certain KinderjaPay technology
and intellectual property. Pursuant to the License Agreement and in consideration for the payment of royalties, the Company has
been granted the exclusive, world-wide rights to the KinerjaPay IP, an e-commerce platform that provides users with the convenience
of e-commerce services for bill transfer and online shopping. Mr. Ng is the control person of PT Kinerja and a controlling shareholder,
CEO and Chairman of the Company.



The
Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a
risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and
not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions.



Both
PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled
by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending
on the revenue transaction.



On
February 19, 2016, we issued 1,333,333 shares of our common stock to Mr. Ng, our CEO, sole director and control person. Mr. Ng
is the sole officer and directors and control person of PT Kinerja, the other party to this agreement, as payment for services
as part of a service agreement resulting from the license agreement. The shares were valued at the closing price as of the date
of the agreement ($0.9001) and resulted in full recognition of $1,200,133 in consulting services expense. The services provided
and to be provided under this service agreement are as follows:



(a)
The Service Company shall provide the Company and the Subsidiary with the following services during a term of three (3) years
from the date first set forth above (the “Services”), for which the Subsidiary shall pay the Service Company:



I.
General Business Services: which shall include personnel, office facilities and equipment, utilities, and related overhead and
operational expenses and shall be provided under the direction and control of a designated project manager; and



II.
Technical Services: which shall include, but not be limited to, Web Hosting, Web Maintenance, Web Updates and System Upgrades,
from time-to-time, which Technical Services will be fulfilled by a minimum of five (5) experienced computer engineers / programmers,
one (1) algorithm specialist and two (2) trained technical engineers who shall maintain the servers provided by the Service Company
and support the Subsidiary’s full time operations. In addition, the Service Company, in support of the Technical Services,
shall guarantee ninety-nine point nine-nine (99.99%) percent uptime of the Company’s domains and applications, and provide
all requisite support for the traffic to the Company’s domains with unlimited bandwidth and scalable uplink whenever the
traffic to the domains increases, from time-to-time; and



F-12







III.
R&D Services: which shall include, but not be limited to, the development of new features, products, or services related to
the KinerjaPay IP and KinerjaPay.com. In connection with the R&D Services, the Parties acknowledge that all new KinerjaPay
IP that is developed or for which enhancements are created for KinerjaPay IP already in existence at the date of this Agreement
(“Additional IP”) shall belong exclusively to the Company and its Subsidiary. The Parties further agree that in each
instance, they will, in “good faith,” negotiate and execute separate, supplemental addendums to this Agreement to
address the Services to be provided by the Service Company with respect to the Additional IP.



(b)
The Subsidiary shall responsible for the following:



I.
Sales and Marketing: PT. KinerjaPay Indonesia shall cover and be directly responsible for all sales and marketing activities and
expenses associated with the commercial exploitation of the License for the KinerjaPay IP; and



II.
Billing and Collections: PT. KinerjaPay Indonesia shall be responsible for all billing and collections and book all revenues generated
by and from commercial exploitation of the License; and



III.
Advertising and Sales Reps: PT. KinerjaPay Indonesia shall at all times maintain a staff of at least three (3) sales reps;



IV.
Office and Administration: PT. KinerjaPay Indonesia shall retain at least one (1) person to provide office/administrative/accounting
services to fulfill the duty of Subsidiary in Section 1B(ii) above.



In
consideration for the Services to be provided, the Company shall pay or compensate the Service Company as follows: (i) Edwin Witarsa
Ng, CEO and Chairman - 3,000,000 shares representing 34.77%; (ii)P.T. Starest Asset Management - 640,000 shares representing 7.42%;
and (iii) Desa Sebong Lagoi Kec and Teluk Sebong Bintan Kepulauan Riau, Indonesia, 3,000,000 shares representing 34.77%.



The
Company shall issue to the Service Company 1,333,333 restricted shares. The restricted shares shall not be deemed fully-paid and
non-assessable until eighteen (18) months from the date first set forth above; and (ii) The Subsidiary, on a quarterly basis,
shall pay the Service Company for the services, facilities and personnel provided by the Service Company be at the rate set forth
in Appendix A attached hereto; and (iii) The Subsidiary, on a quarterly basis, shall pay the Service Company royalties equal to
one (1%) percent of the net revenues generated from the commercial exploitation of the License; and (iv) The Service Company shall
be paid a one-time set-up fee of $55,000 within three (3) business days of the execution of this Agreement.



As
of September 30, 2017, we had $51,849 in accounts payable due to our CEO consisting of a $50,000 loan and $1,849 in expenses paid
on behalf of the Company by our CEO. The balance is due on demand and accrues interest at 8% per annum. As of September 30, 2017,
$1,830 in accrued interest was due and was expensed during the three months ended September 30, 2017.



4.
Other Assets



On
July 31, 2017, the Company entered into an 18 month license agreement through January 31, 2019, with Ace Legends
Pte Ltd. (the “Service Company”) for an exclusive, world-wide license to acquire and market the games currently
owned and developed by the Service Company. In consideration for receiving the license and for becoming the game publisher
for all of the Service Company’s games indefinitely, the Company agreed to pay to the Service Company $100,000 in four
installments of $25,000 each. In addition, the Company agreed to issue to the Service Company 80,000 restricted
shares of common stock, which shall be deemed fully paid.



F-13









The Company shall pay to the Service Company
royalty fees of 21% of all sales generated under the license agreement, which payments shall paid on a quarterly basis. PT KinerjaPay
Indonesia, the subsidiary of the Company, shall also pay a monthly fee of $5,000 to the Service Company during the
18 month term of the license agreement for further business development.



The amortization expense for the period ended September 30, 2017 was immaterial to the Company.



5.
Going Concern



The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern. The Company has not established sufficient
revenue to cover its 2017 operating costs, and as such, has incurred an operating loss since inception. Further, as of September
30, 2017, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise
substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not
include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.



6.
Subsequent Events



There
were no material subsequent events following the period ended September 30, 2017 and throughout the date of the filing of Form
10-Q.



F-14









ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. Back to Table of Contents



As
used in this Form 10-Q, references to the “KinerjaPay,” Company,” “we,” “our” or “us”
refer to KinerjaPay Corp. Unless the context otherwise indicates.



The
following plan of operation provides information which management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto.
This section includes a number of forward-looking statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend,
project and similar expressions, or words which refer to future events. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from our predictions.



Plan
of Operations



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. We
did not generate any revenues from the sale of any solar photovoltaic element, nor did we successfully manufacturer or construct
a working prototype. We determined during the 4th quarter of 2015 to evaluate potential business opportunities.



4







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 portal.



The
Company purchases data, prepaid mobile plans, and more from a list of vendors that specialize in these transactions. We have a
risk of loss as we are buying the plans without the right to return them, therefore we are a principal to the transaction and
not an agent. Based upon this, gross revenue treatment appears reasonable for these transactions.



Both
PT Kinerja and PT KinerjaPay Indonesia, the Company’s subsidiary created under the laws of Indonesia, are owned and controlled
by Mr. Ng, and considered related. All revenue is earned by PT Kinerja, and then transferred to us either gross or net depending
on the revenue transaction.



In
connection with the License Agreement, we agreed to: (i) change the name of the Company from Solarflex Corp to KinerjaPay Corp.;
(ii) implement a reverse split of our common stock on a one-for-thirty (1:30) basis; and raise equity capital in the minimum offering
amount of $500,000 and the maximum offering amount of $2,500,000 through the offering of units at a price of $0.50, each Unit,
each consisting of 1 share of common stock (post-reverse) and 1 class A warrant exercisable for a period of 24 months to purchase
1 additional share of common stock (post-reverse) at $1.00. The Unit Offering was made only to “accredited investors”
who are not U.S. Persons in reliance upon Regulation S promulgated by the SEC under the Securities Act of 1933, as amended (the
“Act”). On January 20, 2016, the Company closed the Minimum Offering after it received subscription proceeds in excess
of $500,000.



As
of March 10, 2016, the Company’s name change to KinerjaPay Corp. and its one-for-thirty reverse stock split became effective.
The Company’s shares of common stock are subject to quotation on the OTCQB market under the symbol KPAY.



Our
principal products and services are (i) our electronic payment service (the “EPS”); and (ii) our virtual marketplace
(the “Marketplace”) both of which are available on our portal under the domain name KinerjaPay.com (the “Portal”).
Our Android-based mobile app not only serves as an extension of desktop or laptop access to our website, but has additional in-app
services that cater to mobile users, such as social engagement and digital entertainment (the “Mobile App”). We believe
that in combining our EPS function (“PAY”) with the ability to buy and sell products via our virtual marketplace (“Buy”)
enhanced by a gamification component (“Play”) our customers and merchants increase their loyalty to our services.



Indonesia,
the world’s fourth most-populous country, having a population estimated to be 255 million people, is becoming an economic
power in the Southeast Asia region. Over 50% of its population is below the age of 30 and we believe that the young Indonesian
population is highly adaptive to new technology. The rise of Smartphones and tablets that sell for less than US$100 is rapidly
broadening internet access and pushing the Indonesian e-commerce market toward a critical point in terms of scale and profitability,
in spite of significant challenges due to poor infrastructure and payment systems. The number of internet users is excepted to
double to 125 million by 2018 and Smartphone ownership is to rise from 20 per cent to 52 per cent in the same period, the highest
percentage compared to other Southeast Asian countries, according to Redwing, an advisory group.



Notwithstanding
our belief that our Portal represents a significant advance as compared to other Indonesian portals, there are a number of potential
difficulties that we might face, including the following:



● We may not be able to raise sufficient additional funds to fully implement our business plan and grow our
business;

● Competitors may develop alternatives that render our Portal services redundant or unnecessary;

● Our proprietary technology may be shown to have characteristics that may render it insufficient for our business;

● Our Portal may not become widely accepted by consumers and merchants; and

● Strict, new government
regulations and inappropriate e-commerce policies, especially in an emerging economy such as Indonesia, may hinder the growth
of the e-commerce market.



5







We
may be expected to require up to an additional $2.5 million in capital during the next 12 months to fully implement our business
plan and fund our operations.



Results
of Operations during the three months ended September 30, 2017 as compared to the three months ended September 30, 2016



During
the three months ended September 30, 2017 and 2016, we generated revenue from services of $1,763,608 and $0, respectively. During
the three months ended September 30, 2017, we had costs related to our services revenue of $1,842,985 resulting in a negative
gross margin of $79,377. We incurred no costs related to service revenues during the three months ended September 30, 2017.



During
the three months ended September 30, 2017, we had general and administrative expenses of $444,732 and depreciation expense of
$940 as compared to $363,434 and $17, respectively, during the same period in the prior year . During the three months ended September
30, 2017, we had other costs and expenses related to interest expense of $1,830 as compared to $137 in the same period in the
prior year. Our total other costs and expenses were $1,830 during the three months ended September 30, 2017 as compared to $137
in the same period in the prior year.



We
had a net loss of $526,879 during the three months ended September 30, 2017 as compared to a net loss $363,588 during the three
months ended September 30, 2016.



Results
of Operations during the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016



During
the nine months ended September 30, 2017 and 2016, we generated revenue from services of $1,914,358 and $0, respectively. During
the nine months ended September 30, 2017, we had costs related to our services revenue of $2,002,073 resulting in a negative gross
margin of $87,715. We incurred no costs related to service revenues during the nine months ended September 30, 2016.



During
the nine months ended September 30, 2017, we had general and administrative expenses of $3,993,974 and depreciation expense of
$1,896 as compared to $2,444,238 and $103, respectively, during the same period in the prior year . During the nine months ended
September 30, 2017, we had other costs and expenses related to interest expense of $1,844 and a loss of $442,697 related to debt
conversion as compared to interest expenses of $31 and a loss of $9,003 due to the extinguishment of debt during the nine months
ended September 30, 2016. Our total costs and expenses were $444,541 during the nine months ended September 30, 2017 as compared
to $9,034 in the same period in the prior year.



We
had a net loss of $4,528,126 during the nine months ended September 30, 2017 as compared to a net loss $2,453,375 during the nine
months ended September 30, 2016.



Liquidity
and Capital Resources



On
September 30, 2017, we had $124,409 in current assets represented by cash of $60,488, restricted cash of $29,841, accounts receivable
of $22,632 and prepaid expenses of $11,448. On December 31, 2016, we had $77,738 in current assets consisting of $32,591 in cash,
$16,181 in restricted cash and $28,966 in prepaid expenses.



We
had fixed assets of $13,636 and intangible assets of $25,000 as of September 30, 2017 and fixed assets of $3,845 as of December
31, 2016. We had total assets of of $163,045 as of September 30, 2017 and $81,583 as of December 31, 2016. As of September 30,
2017, we had $57,371 in current liabilities comprised of $2,782 in accounts payable, $51,849 in accounts payable to a related
party, tax payable of $907, accrued interest of $1,830 and accrued expense of $3. As of December 31, 2016, we had total current
liabilities of $157,663 consisting of accounts payable of $3,461, tax payable of $95, accrued expenses of $4,107 and unissued
stock subscriptions of $150,000.



We
had no long-term liabilities as of September 30, 2017 and December 31, 2016.



6







We
used $1,049,360 in our operating activities during the nine months ended September 30, 2017, which was due to a net loss of $4,528,126
offset by total non-cash compensation charges of $3,214,580, a loss on debt conversion of $442,697, $1,896 in depreciation expense,
an increase in accounts receivable of $22,632, an increase in other assets of $25,000, a decrease in prepaid expenses of $17,518,
a decrease in accounts payable of $148,019 and a decrease in accrued liabilities of $2,274.



We
used $902,428 in our operating activities during the nine months ended September 30, 2016, which was due to a net loss of $2,453,375
offset by depreciation expense of $103, a loss on extinguishment of debt of $9,003, non-cash compensation charges of $1,508,133,
an increase in accounts payable of $31,230, an increase in accrued liabilities of $7,094 and an increase in prepaid expenses of
$4,616.



We
financed our negative cash flow from operations during the nine months ended September 30, 2017 through the issuance of common
stock of $952,000 and debt borrowings of $150,000. We financed our negative cash flow from operations during the nine-month period
ended September 30, 2016 through the issuance of common stock of $804,987 reduced by payments of $8,689 related to principal payments
on debt.



We
had investing activities of $11,687 during the nine months ended September 30, 2017 related to the purchase of equipment as compared
to $2,720 during the same period in the prior year.



Availability
of Additional Capital



Notwithstanding
our success in raising over $952,000 from the private sale of equity securities during the nine-month period ended September 30,
2017, there can be no assurance that we will continue to be successful in raising additional equity capital to fund our operations.
If we determine that it is necessary to raise additional funds, we may choose to do so through public or private equity or debt
financing, a bank line of credit, or other arrangements. 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.



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.



Capital
Expenditure Plan During the Next Twelve Months



During
the nine-month period ended September 30, 2017, we raised $952,000 in equity capital and $150,000 through borrowings on debt.
We may be expected to require up to an additional $1.6 million in capital during the next 12 months to fully implement our business
plan and fund our operations. Our plan is to utilize the equity capital and debt that we raise, together with anticipated cash
flow from operations, to fund a very significant investment in sales and marketing, concentration principally on online advertising
and incentivizing existing customers for the introduction of new customers, among other strategies. However, there can be no assurance
that: (i) we will continue to be successful in raising equity capital in sufficient amounts and/or at terms and conditions satisfactory
to the Company; or (ii) we will generate sufficient revenues from operations, to fulfill our plan of operations. Our revenues
are expected to come from the sale of our portal services. As a result, we will continue to incur operating losses unless and
until we are able to generate sufficient cash flow to meet our operating expenses and fund our planned sales and market efforts.
There can be no assurance that the market will adopt our portal or that we will generate sufficient cash flow to fund our enhanced
sales and marketing plan. In the event that we are not able to successfully: (i) raise equity capital and/or debt financing; or
(ii) market and significantly increase the number of portal users and revenues from such users, our financial condition and results
of operations will be materially and adversely affected and we will either have to delay or curtail our plan for funding our sales
and marketing efforts.



7







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.



ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. Back to Table of Contents



A
smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this
item.



ITEM
4. CONTROLS AND PROCEDURES. Back to Table of Contents



Evaluation
of disclosure controls and procedures.



As
of September 30, 2017, the Company’s chief executive officer and 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 as provided under the Committee of Sponsoring Organizations
of the Treadway Commission in Internal Control-Integrated Framework (2013), our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were ineffective as September 30, 2017. Management has identified corrective
actions to address the weaknesses and plans to implement them during the fourth quarter of 2017.



Changes
in Internal Control Over Financial Reporting



There
were no changes in the Company’s internal control over financial reporting during the period covered by this report, which
were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the
Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.



PART
II - OTHER INFORMATION



ITEM
1. 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
1A. RISK FACTORS. Back to Table of Contents



A
smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this
item.



ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES UND USE OF PROCEEDS. Back to Table of Contents



In
July 2016, we issued 100,000 shares of our common stock to an unrelated party as payment for a service agreement. The shares were
valued at the closing price as of the date of the agreement ($0.77) and offset by $1,000 in cash received for the shares. This
resulted in full recognition of the excess of fair value over cash received of $76,000 as consulting services expense.



8







Share
based payment transactions were accounted for in accordance with the requirements of ASC 505-50 Equity Based Payments to Non Employees.
Paragraph 505-50-30-6 establishes that share-based payment transactions with non-employees shall be measured at the fair value
of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company
measured share-based payment transactions at the fair value of the shares issued at date of grant, the Company believes that the
value of the shares is more reliably measurable.



During
the three months ended September 30, 2017, the Company authorized the issuance of 181,818 shares of common stock valued at $1.10
per share. As of September 30, 2017 none of these shares have been issued and outstanding even though the Company received $50,000
with respect to these shares. As a result, the Company recorded $50,000 in stock payable as of September 30, 2017.



During
the three months ended September 30, 2017, the Company authorized the issuance of 80,000 shares of common stock valued at $1.60
per share to Ace Legends Pte Ltd. for services provided. As of September 30, 2017 none of these shares have been issued and outstanding.
As a result, the Company recorded $128,000 in stock payable as of September 30, 2017



The
Company believes that the issuances and sale of the restricted shares were exempt from registration pursuant to Section 4(2) of
the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in
each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof.
Appropriate restrictive legends are affixed to the stock certificates issued in such transactions. All recipients of restricted
shares either received adequate information about the Company or had access, through employment, relation and/or business relationships
with the Company to such information.



ITEM
3. DEFAULT UPON SENIOR SECURITIES. Back to Table of Contents



None.



ITEM
4. MINE SAFETY DISCLOSURE. Back to Table of Contents



None.



ITEM
5. OTHER INFORMATION. Back to Table of Contents



None.



ITEM
6. EXHIBITS. Back to Table of Contents



|Exhibit
    No. |  | Description                                                                                                                                
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|31.1            |  | Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|31.2            |  | Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|32.1            |  | Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.              
|32.2            |  | Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.              



9







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.



|Signature                    |  | Title                                                          |  | Date                
|---------------------------- |  | -------------------------------------------------------------- |  | --------------------
|                             |  |                                                                |  |                     
|/s/
    Edwin Witarsa Ng     |  | Chief
    Executive Officer (Principal Executive Officer)      |  | December
    8, 2017
|Edwin
    Witarsa Ng         |  |                                                                |  |                     
|                             |  |                                                                |  |                     
|/s/
    Meigisonnata Widjaja |  | Chief
    Financial Officer (Principal Financial and Principal |  | December
    8, 2017
|Meigisonnata
    Widjaja     |  | Accounting Officer)                                            |  |                     



10