UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
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Preliminary
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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KinerjaPay
Corp.
(Name
of Registrant as Specified In Its Charter)
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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Title of each class of securities to which transaction applies:
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1)
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Previously Paid:
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Form,
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Filing
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INFORMATION
STATEMENT
OF
KINERJAPAY
CORP.
Multatuli,
No. 8A, Clyde Road
Medan,
Indonesia, 20151
+62-819-6016-168
To
the Holders of Common Stock and Preferred Stock:
This
Definitive Information Statement (“Information Statement”) has been filed with the Securities and Exchange Commission
Stock”) by KinerjaPay Corp., a Delaware corporation (the “Registrant” or “Company”) pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is being furnished to the
holders of the Company’s outstanding shares of Common Stock, par value $0.0001 per share (the “Common Stock”)
and outstanding shares of the several series of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).
The purpose of this Information Statement is to notify holders of our Common Stock and Preferred Stock (the “Common Stockholders”
and “Preferred Stockholders,” respectively) as of November 25, 2019 (the “Record Date”), that in
lieu of a meeting of stockholders entitled to vote, the Company received, the written consent of the Company’s Board of
Directors and of certain persons who are the holders of a majority of the Company’s shares of voting capital stock, consisting
of certain Common Stockholders and holder of the Series B Preferred Stock (the “Majority Consenting Stockholders”).
The Series B Preferred Stock has the right to vote in the aggregate, on all shareholder matters, votes equal to 51% of the total
shareholder vote on any and all shareholder matters. The Series B Preferred Stock will be entitled to this 51% voting right no
matter how many shares of Common Stock or other voting stock of the Company voting stock is issued and outstanding in the future.
Mr. Edwin Witarsa Ng, our CEO and sole director, is the record and beneficial holder of all of the 500,000 outstanding shares
of Series B Preferred Stock and 1,266,667 shares of Common Stock, having approximately 52.61% of the total voting
power of all issued and outstanding voting shares of capital stock of the Company (the “Majority Consenting Stockholder”)
and, together with the consent of the Company’s Board of Directors, have authorized by their joint
consent (the “Joint Written Consent”), a copy of which is attached as Exhibit A hereto, the following corporate
action:
●
increase in the number of authorized shares of Common Stock from nine hundred fifty million (950,000,000) shares of Common
Stock to two billion (2,000,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”);
We have attached as Exhibit B hereto a form
of the proposed amendment of Article IV to the Certificate of Incorporation, the increase in authorized shares of Common Stock
to two billion (2,000,000,000) shares, which amendment will not change the authorized ten million (10,000,000) shares of
Preferred Stock.
On
November 25, 2019, the Record Date, the Board of Directors of the Company (the “Board”) approved, and recommended
for approval to the holders of Common Stock and the holder of Series B Preferred Stock having the power to vote with respect to
the Common Stock, the: (i) Authorized Common Stock Share Increase (the “Corporate Action”), which Corporate Action
was also approved by the Majority Consenting Stockholders on the same date. The Corporate Action by Joint Written Consent in lieu
of a meeting was done in accordance with Section 242 of the Delaware General Corporation Law (“DGCL”). Accordingly,
and based upon the Joint Written Consent of the Majority Consenting Stockholders and Board of Directors, your consent is not required
and is not being solicited in connection with the approval of the Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board of Directors believes that all of the holders of the Company’s Common Stock and Preferred Stock will benefit from
this Corporate Action because after the implementation of the Authorized Common Stock Share Increase by the filing of Certificates
of Amendment with the State of Delaware, the Company shall have available a sufficient number of authorized but unissued and unreserved
shares of Common Stock to be able to secure new equity and debt financing as well as provide the Company with greater flexibility
in pursuing potential acquisitions and other opportunities to expand and grow its business, although there can be no such assurance
that such efforts will be successful. Reference is made to the discussion under “Purpose And Effect Of Increasing The
Number Of Authorized Shares” below.
INTRODUCTION
Section
242 of the DGCL provides that the written consent of the holders of outstanding shares of voting capital stock having not less
than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled
to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened
for the specific purpose of such action. The DGCL, however, requires that in the event an action is approved by written consent,
a Company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who
have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice
of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders
to take the action were delivered to the Company.
In
accordance with the foregoing, we will mail the Notice of the Corporate Action to the Common Stockholders and Preferred Stockholders
on or about December 26, 2019.
This
Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the Board of Directors
(the “Board”) of the Company and the holder of Series B Preferred Stock, who have voting rights together with the
Common Stockholders. The Common Stockholders and Series B Stockholder who have executed the Joint Written Consent constitute the
Majority Consenting Stockholders.
SERIES
B VOTING PREFERRED STOCK
On
December 17, 2018, the Company amended its Certificate of Incorporation by filing a Certificate of Designations, Preferences
and Rights to authorize 500,000 shares of Series B Preferred Stock, par value of $0.0001, all of which were issued to the person
set forth on the Joint Written Consent as the holder of all of the Series B Preferred Stock. The Series B Preferred Shares have
the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder vote on any and all
shareholder matters. The Series B Preferred Stock will be entitled to this 51% voting right no matter how many shares of common
stock or other voting capital stock of the Company is issued and outstanding in the future.
As
of November 25, 2019, the Record Date, there were outstanding (i) 78,805,654 shares of our Common Stock, and (ii)
500,000 shares of our Series B Preferred. Based upon the 78,805,654 shares of Common Stock outstanding, the Series B Preferred
Stockholder is entitled to vote and has, in fact, voted in favor of the Corporate Action casting 40,190,884 affirmative
votes. In addition, the Series B Preferred Stockholder also owns an aggregated of 1,266,667 shares of Common Stock and
collectively, the Majority Consenting Stockholder’s affirmative vote represented 41,457,551 voting shares
or 52.61% of the total voting capital stock of the Company as of the Record Date.
ACTION
TO BE TAKEN
The
Authorized Common Stock Share Increase will become effective on the date that we file the Amended Certificate of Incorporation
of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware.
Such filing can occur no earlier than twenty (20) calendar days after the mailing of the Definitive Information Statement.
We
currently expect to file the Amendment on or about December 26, 2019.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
The number of authorized shares of our Common
Stock will be increased from nine hundred fifty million (950,000,000) shares to two billion (2,000,000,000) shares (the “Authorized
Common Stock Share Increase”).
As
of November 25, 2019, there were outstanding 78,805,654 shares of our Common Stock and approximately 841,932,566
shares of Common Stock reserved for issuance underlying convertible notes, options and warrants. We have been funding our
operations utilizing proceeds from convertible notes and expect to do so until we begin to generate significant revenues from
our business operations. As a result of funding the development of our business operations and the costs of our operations by
the issuance of shares of our Common Stock and the requirement of reserving shares underlying convertible notes, we do not have
a sufficient number of authorized but unissued and unreserved shares of Common Stock for near term corporate purposes. See the
discussion below under “Purpose and Effect of Increasing the Number of Authorized Shares.”
Purpose
and Effect of Increasing the Number of Authorized Shares
The
additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock, if and
when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders
of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of
Common Stock or securities convertible into Common Stock.
The Board of Directors believes that the increase
in the number of authorized shares of Common Stock, defined as the “Authorized Common Stock Share Increase,” is in
the best interests of the Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock
is to have shares available for issuance for such corporate purposes as the Board of Directors may determine in its discretion,
including, without limitation:
●
conversion of convertible securities
●
retiring convertible debt
●
investment opportunities
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stock dividends or other distributions
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future financings and other corporate purposes
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future acquisitions
The Company has no current plans to issue
any additional shares of Common Stock nor are any additional shares of Common Stock pledged or otherwise required to cover any
positions.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The
following table lists the number of shares of Common Stock of our Company as of November 25, 2019, the Record Date, that
are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding
Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating
to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each
person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the
power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
business address of each beneficial owner listed is in care of Multatuli, No. 8A Clyde Road, Medan, Indonesia, 20151, unless
otherwise noted. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to
all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse.
As
of November 25, 2019, we had 78,805,654 shares of Common Stock and 500,000 shares of Series B Preferred Stock outstanding.
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Name
of Beneficial Owner (1)
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Common
Stock
Beneficially
Owned (1)
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Percentage
of Common
Stock
Owned (1)
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Shares
of
Series B
Preferred
Stock Held (2)
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Percentage
of Series B
Preferred
Held
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Number
and
Percentage of
Total Voting
Shares
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Edwin Witarsa Ng
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1,266,667
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1.61
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%
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500,000
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100
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%
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41,457,551
or 52.61
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%
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Windy Johan, CFO
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0
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0.00
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%
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0
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0
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%
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0 or 0
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%
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Director and Officers (2 people)
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1,266,667
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1.61
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%
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500,000
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100
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%
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41,457,551 or 52.61
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%
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(1)
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Applicable percentage
ownership is based on 78,805,654 shares of Common Stock outstanding as of November 25, 2019. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of June
18, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any
other person.
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(2)
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The 500,0000 shares
of Series B Preferred Shares held by Edwin Witarsa Ng have the right to vote in the aggregate, on all shareholder matters
votes equal to 51% of the total shareholder vote on any and all shareholder matters. The Series B Preferred Stock will be
entitled to this 51% voting right, representing at present 40,190,884 votes based on the 78,805,654 shares of
Common Stock outstanding, no matter how many shares of Common Stock or other voting stock of the Company’s stock are
issued and outstanding in the future.
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ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will also provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request
of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy
of any and all of the information that has been incorporated by reference in this proxy statement (not including exhibits to the
information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information
that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This
includes information contained in documents filed subsequent to the date on which definitive copies of the proxy statement are
sent or given to security holders, up to the date of responding to the request.
By
order of the Board of Directors:
KinerjaPay
Corp.
Multatuli,
No. 8A Clyde Road
Medan,
Indonesia, 2015111825
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Date:
December 5, 2019
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By:
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/s/
Edwin W. Ng
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Edwin
W. Ng, Chief Executive Officer
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Exhibit
A
JOINT
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
KINERJAPAY
CORP.
November
25, 2019
The
undersigned, being the sole member of the Board of Directors of KinerjaPay Corp., a Delaware corporation (the “Corporation”),
acting together with the written consent of the holders (the “Majority Consenting Stockholders”) of a majority of
the outstanding shares of the Corporation’s common stock, par value $0.0001 (the “Common Stock”) and the holder
of all of the outstanding shares of Series B Preferred Stock, acting pursuant to the authority granted by Section 242 of the Delaware
General Corporation Law (“DGCL”), do hereby adopt the following resolutions as of this 11th day of July 2019.
WHEREAS,
the Corporation’s Board of Directors has determined to change Article IV of the Corporation’s Certificate of
Incorporation with respect to the Corporation’s Capital Stock.
NOW,
THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of this Corporation be amended by changing Article IV as follows:
FOURTH:
The Corporation shall be authorized to issue two billion and ten million (2,010,000,000) shares of capital stock,
of which two billion (2,000,000,000) shares shall be shares of common stock, par value $0.0001 per share (“Common
Stock”) and ten million (10,000,000) shares shall be shares of preferred stock, par value of $0.0001 per share, which may
be issued in one or more series (“Preferred Stock”). The Board of Directors of the Corporation is authorized to fix
the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof pursuant
to Section 151 of the DGCL.
FURTHER
RESOLVED, that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders shall be added to the
corporate records of this Corporation and made a part thereof, and the resolutions set forth above shall have the same force and
effect as if adopted at a meeting duly noticed and held by the Board of Directors and the Majority Consenting Stockholders of
this Corporation. This Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as
if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single
Joint Written Consent.
FURTHER
RESOLVED, that the undersigned members of the Corporation’s Board of Directors and the Majority Consenting Stockholders
of the Corporation, hereby authorize, ratify and approve the forgoing actions pursuant to the provisions of the DGCL and thereby
direct that this Joint Written Consent of the Board of Directors and Majority Consenting Stockholders be filed with the minutes
of the meetings of the Corporation.
As
of November 25, 2019, the Record Date, there were outstanding (i) 78,805,654 shares of our Common Stock, and (ii)
500,000 shares of our Series B Preferred Stock. Based upon the 78,805,654 shares of Common Stock outstanding, the Series
B Preferred Stockholder is entitled to vote and has, in fact, voted in favor of the Corporate Action casting 40,190,884
affirmative votes. In addition, the Series B Preferred Stockholder also owns an aggregated of 1,266,667 shares of Common
Stock and collectively, the Majority Consenting Stockholder’s affirmative vote represented 41,457,551 voting
shares or 52.61% of the total voting capital stock of the Company as of the Record Date.
FURTHER
RESOLVED, that any action or actions heretofore taken by any officer of the Corporation for and on behalf of the Corporation in
connection with the foregoing resolutions are hereby ratified and approved as duly authorized actions of the Corporation. This
Joint Written Consent shall be added to the corporate records of the Corporation and made a part thereof, and the resolutions
set forth above shall have the same force and effect as if adopted at a meeting duly noticed and held by the Corporation. This
Joint Written Consent may be executed in counterparts and with facsimile signatures with the effect as if all parties hereto had
executed the same document. All counterparts shall be construed together and shall constitute a single Joint Written Consent.
IN
WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the 25th day of November
2019.
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/s/
Edwin Witarsa Ng
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Edwin
Witarsa Ng., Chairman
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MAJORITY
CONSENTING STOCKHOLDERS
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Name
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Shares
of Series B Preferred Stock
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Shares
of Common Stock
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Voting
Capital Stock (1)
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/s/
Edwin Witarsa Ng
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500,000
shares
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1,266,667
shares
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41,457,551
or 52.61%
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Total
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500,000
shares
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1,266,667
shares
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41,457,551
or 52.61%
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(1)
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Applicable
percentage ownership is based on total voting shares and 78,805,654 shares of our Common Stock outstanding,
and (ii) 500,000 shares of our Series B Preferred. Based upon the 78,805,654 shares of Common Stock outstanding, the
Series B Preferred Stockholder is entitled to vote and has, in fact, voted in favor of the Corporate Action casting 40,190,884
affirmative votes. In addition, the Series B Preferred Stockholder also owns an aggregated of 1,266,667 shares
of Common Stock and collectively, the Majority Consenting Stockholder’s affirmative vote represented 41,457,551
voting shares or 52.61% of the total voting capital stock of the Company as of the Record Date. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of November
25, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any
other person.
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Exhibit
B
STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
KinerjaPay
Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby
certify:
FIRST:
That at a meeting of the Board of Directors of KinerjaPay Corp. (the “Corporation”) resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable
and based upon the written consent of stockholders of said Corporation holding a majority of the outstanding shares of common
stock for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of this Corporation be amended by changing the Article thereof numbered “FOURTH”
so that, as amended, said Article shall be and read as follows:
“FOURTH:
The Corporation shall be authorized to issue two billion and ten million (2,010,000,000) shares of capital stock,
of which two billion (2,000,000,000) shares shall be shares of common stock, par value $0.0001 per share (“Common
Stock”) and ten million (10,000,000) shares shall be shares of preferred stock, par value of $0.0001 per share, which may
be issued in one or more series (“Preferred Stock”). The Board of Directors of the Corporation is authorized to fix
the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any series thereof pursuant
to Section 151 of the DGCL.
SECOND:
That thereafter, pursuant to resolution of its Board of Directors, and based upon the written consent of holders of a majority
of the shares of common of said Corporation in accordance with Section 228 of the General Corporation Law of the State of Delaware,
the necessary number of shares as required by statute, were voted in favor of the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN
WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 25th day of November 2019.
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By:
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/s/
Edwin Witarsa Ng
|
|
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Name:
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Edwin
Witarsa Ng
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Title:
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Chairman
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