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VW Win Century Inc. (VWIN)

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Last Post: 3/28/2017 12:07:41 PM - Followers: 14 - Board type: Free - Posts Today: 0




 
Nature of Business and Organization
VW Win Century, Inc. ("VW Win Century" or the "Company"), an Illinois corporation, was formed on March 3, 2013 as Cooling Technology Solutions, Inc. ("CTS"), a wholly-owned subsidiary of Epazz, Inc. ("Epazz"), an Illinois corporation. On September 19, 2013, the Company amended its Articles of Incorporation to change the name from Cooling Technology Solutions, Inc. to Z Fridge, Inc. and was renamed Flexfridge, Inc. on May 29, 2014 and further renamed on September 12, 2016 to VW Win Century, Inc.
 
On September 7, 2013, the sole Director, and majority shareholder, holding over two thirds of the voting power of the Corporation's Class A and Class B Common Stock of Epazz, voted to approve the spin-off and stock dividend of Z Fridge, whereby each of Epazz' shareholders of record on September 15, 2013 received 1 share of Z Fridge for each 10 shares of Epazz Class A Common Stock as distributed on November 21, 2013.
 
On or about August 26, 2016, Shaun Passley, our former officer and director sold an aggregate of Two Hundred Sixty Two Million Nine Hundred Nine Thousand Two Hundred and Fifty Five (262,909,255) shares of the Class A Common Stock of the Company (or 525,819 shares on a post-reverse split basis) to Teik Keng Goh in a private transaction.   As a result of the purchase, Teik Keng Goh became the majority shareholder of our Company and beneficially owned stock representing 75.45% of the issued and outstanding Class A Common Shares. In addition, Mr. Passley also sold Sixty Million (60,000,000) shares of Class B Common Stock and Twenty Million (20,000,000) shares of Series A Preferred Stock to Teik Keng Goh, representing all of the issued and outstanding shares of those series and classes.
 
Effective as of August 31, 2016, our board of directors appointed Teik Keng Goh and See Kuy Tan to fill vacancies on the board with Teik Keng Goh serving as Chairman.  The board of directors appointed See Kuy Tan as President, Chief Executive Officer, Treasurer and Chief Financial Officer and Kathleen Mary Johnston as Secretary of the Company.  The forgoing individuals will serve in their respective positions until their earlier resignation or removal.

In September 2016, VW Win Century Inc. acquired an OTC company named, Flexfridge Inc., which is a current reporting and fully audited company which is both DTC and DWAC eligible. Per OTC Markets, Flexfridge Inc. changed its name to VW Win Century Inc. and its OTC symbol to VWIN.

In the first quarter of 2017 the company will have acquired 100% of a Hong Kong registered company focusing on a Sturgeon Theme Park Business. The unique characteristics is that the Sturgeon Theme Park is the World’s First Sturgeon Aquaculture Theme Park.

The company intends to focus on existing opportunities in the Asian market that have above average operating margins, sustainable growth, and undervalued assets. This will insure a high potential for shareholder return. Important to this strategy is that the companies have the ability to expand into the worldwide market where they can also employ management’s highly successful entrepreneurial expertise.

 
Financial Reporting/Disclosure
Reporting Status U.S. Reporting: SEC Reporting
Audited Financials Audited
Latest Report Sep 30, 2016 10-Q
CIK 0001630391
Fiscal Year End 12/31
OTC Marketplace OTCQB
Profile Data
SIC - Industry Classification 3630 - Household Appliances
Incorporated In: IL, USA
Year of Inc. 2013
Employees 5 a/o Feb 16, 2016
Company Officers/Contacts
See Kuy Tan President, CEO, CFO
Kathleen Mary Johnston Secretary
W. Scott Lawler Legal Counsel
Company Directors
Teik Keng Goh Chairman
See Kuy Tan  
Service Providers
Accounting/Auditing Firm
M&K CPAS, PLLC
4100 North Sam Houston Pkwy W
Suite 200-B
Houston, TX, 77086
United States
 
Securities Counsel
Booth Udall Fuller  
1255 W. Rio Salado Parkway
Suite 215
Tempe, AZ, 85281
United States
 
Investor Relations Firm

Not Available
Company History
  • Formerly=Flexfridge Inc until 9-2016
VWIN Security Details
Share Structure
  Market Value1 $249,335,692 a/o Mar 08, 2017
  Authorized Shares 3,000,000,000 a/o Oct 18, 2016
  Outstanding Shares 99,734,277 a/o Nov 15, 2016
  -Restricted Not Available
  -Unrestricted Not Available
  Held at DTC Not Available
  Float 104,044 a/o Oct 18, 2016
  Par Value Not Available
Transfer Agent(s)
Island Stock Transfer
Shareholders
Shareholders of Record 86 a/o Oct 03, 2016
Security Notes
  • Capital Change=shs decreased by 1 for 500 split. Pay date=08/11/2016.
    Capital Change=shs decreased by 1 for 500 split. Pay date=08/11/2016.









https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11826033


https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11826033

 
Note Payable
On December 31, 2015, the Company incurred a $250,000 note payable to Epazz, Inc., a company controlled by a related party Shaun Passley, for a patent licensing agreement. Interest expense is incurred at a 15% annual rate on principal.  Interest expense for the nine months ended September 30, 2016 was $28,125.
 
Note 3 – Related Parties
 
Note Payable
On December 31, 2015, the Company incurred a $250,000 note payable to Epazz, Inc., a company controlled by a related party Shaun Passley, for a patent licensing agreement. Interest expense is incurred at a 15% annual rate on principal.  Interest expense for the nine months ended September 30, 2016 was $28,125.
 
Accounts Payable
The Company occasionally borrowed fund from Epazz, Inc. to fund operating activities. These borrowings of $34,827 and $34,856 at September 30, 2016 and December 31, 2015, respectively are reflected in Accounts payable. Accrued interest of $28,125 at September 30, 2016 associated with the aforementioned $250,000 note payable to Epazz, Inc. is included in Interest payable.
 
Shares of Class A Common Stock Issued to Related Parties Pursuant to a Stock Distribution
On November 21, 2013, Epazz, Inc. distributed 345,610,950 shares of the Class A common stock of the Company among Epazz, Inc.'s shareholders pursuant to the spin-off of the Company from Epazz, Inc. Each shareholder of record on September 15, 2013 was issued one share of VW Win Century, Inc. Class A common stock for each share of Epazz, Inc. class A common stock owned by the shareholder. A total of 297,385,702 of these shares were issued to related parties representing approximately 86% of the total shares issued.
 
On or about August 26, 2016, Shaun Passley, our former officer and director sold an aggregate of Two Hundred Sixty Two Million Nine Hundred Nine Thousand Two Hundred and Fifty Five (262,909,255) shares of the Class A Common Stock of the Company (or Five Hundred Twenty Five Thousand Eight Hundred Nineteen Thousand (525,819) shares on a post-reverse split basis) to Teik Keng Goh in a private transaction.   As a result of the purchase, Teik Keng Goh became the majority shareholder of our Company and beneficially owned stock representing 75.45% of the issued and outstanding Class A Common Shares. In addition, Mr. Passley also sold Sixty Million (60,000,000) shares of Class B Common Stock and Twenty Million (20,000,000) shares of Series A Preferred Stock to Teik Keng Goh, representing all of the issued and outstanding shares of those series and classes. Shaun Passley has no remaining ownership in the Company.
 
Shares of Class B Common Stock Issued to Related Parties Pursuant to a Services Rendered
On January 13, 2015, the Company issued 60,000,000 shares of Class B Common Stock to Shaun Passley, the president of the Company at that time for product development services. The total fair value of the Class B Common Stock was $5,827 based on an independent valuation on the date of grant. On or about August 26, 2016 Mr. Passley sold Sixty Million (60,000,000) shares of Class B Common Stock to Teik Keng Goh, representing all of the issued and outstanding shares of Class B Common Stock.
 
 
 
 
- 8 -

 
 
 
VW Win Century Inc. 
Notes to Financial Statements
September 30, 2016
 
 
Shares of Series A Preferred Stock Issued to Related Parties Pursuant to a Services Rendered
On January 13, 2015, the Company issued 20,000,000 shares of Series A Preferred Stock to Shaun Passley, the president of the Company for management services. The total fair value of the Series A Preferred stock was $70,654 based on an independent valuation on the date of grant. On or about August 26, 2016 Mr. Passley sold Twenty Million (20,000,000) shares of Series A Preferred Stock to Teik Keng Goh, representing all of the issued and outstanding shares of Series A Preferred Stock.
 
Shares of Series B Preferred Stock Issued to Related Parties Pursuant to a Services Rendered
On January 13, 2015, the Company issued 16,000,000 shares of Series B Preferred Stock to Epazz, Inc. a corporation controlled by the president of the Company for offices services. The total fair value of the Series B Preferred Stock was $9,661 based on an independent valuation on the date of grant.
 
On January 13, 2015, the Company issued 1,998,000 shares of Series B Preferred Stock to GG Mars Capital Inc. a related party at the time for financing services. The total fair value of the Series B Preferred Stock was $1,206 based on an independent valuation on the date of grant.
 
On January 13, 2015, the Company issued 1,998,000 shares of Series B Preferred Stock to Star Financial Corporation a related party at the time for financing services. The total fair value of the Series B Preferred Stock was $1,206 based on an independent valuation on the date of grant.
 
On January 13, 2015, the Company issued 4,000 shares of Series B Preferred Stock to Craig Passley a related party at the time for management services. The total fair value of the Series B Preferred Stock was $2 based on an independent valuation on the date of grant.

 
Note 7 – Subsequent Events
 
On October 5, 2016, the Company entered into a Securities Purchase Agreement with Teik Keng Goh, the Chairman of the Company's Board of Directors, for the purchase of a total of 99,000,000 restricted shares of the Company's Class A Common Stock for a total purchase price of $10,000, which is a cost per share of $0.000101.



 

 
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VWIN
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#1072   Need_to_see_2016_10-k_and_Q1_2017_10-q_to_see_business_income_and_expenses!! BoredPoster 03/28/17 12:07:40 PM
#1071   No_PR's,_Parent_CO_EPAZZ_fighting_collections,_need_to_see_progress_on_theme_parks BoredPoster 03/24/17 05:46:14 PM
#1070   The annual report is due March 31 unless surfkast 03/22/17 10:57:13 AM
#1069   POS scam. surfkast 03/16/17 05:22:47 PM
#1068   Then_BAM_Shaun_RS'd_and_now_FLXR_IS_VWIN BoredPoster 03/16/17 02:35:56 PM
#1067   Just_Like_FLXR_was_supposed_to_buy_factories_to_make_the_fridge: https:/ BoredPoster 03/16/17 02:34:15 PM
#1066   Last_PR_said_first_theme_parks_would_be_started_end_2016: www.otcmarkets BoredPoster 03/16/17 02:12:06 PM
#1065   Just_a_website_with_photoshopped_images_just_like_FLXR: vwinusa.com/pend BoredPoster 03/16/17 02:04:38 PM
#1064   There's_been_no_news_since_October_investor_PR BoredPoster 03/16/17 01:57:41 PM
#1063   Need_to_know_if_VWIN_has_done_anything_with_proposed_sturgeon_theme_parks_or_online_asian_gambling. BoredPoster 03/16/17 01:56:56 PM
#1062   Why_buy_VWIN_before_they_report_financials? BoredPoster 03/16/17 01:55:02 PM
#1061   VWIN_Spiked_but_now_it's_dropping_like_Epaz_see: BoredPoster 03/16/17 01:52:59 PM
#1060   Shouldn't_file_NT-10k._VWIN's_2016_10-k_in_two_weeks_should_only_have_share_re-organization,_adver BoredPoster 03/15/17 03:14:49 PM
#1059   Downward_trend_share_value_drops_50%_in_current_chart: investorshub.ad BoredPoster 03/09/17 07:12:21 PM
#1058   2016_10k_and_Q1_2017_10q_needed_to_verify_revenue_and_expenses_from_those_endeav BoredPoster 03/09/17 06:59:01 PM
#1057   VWIN_Last_PR_stated_they_would_be_in_caviar_and_online_gaming_by_end_2016 [ur BoredPoster 03/09/17 06:56:53 PM
#1056   In September 2016, VW Win Century Inc. acquired surfkast 03/09/17 03:31:49 PM
#1055   You going to post anything from vwinusa.com web BoredPoster 03/09/17 03:02:31 PM
#1054   share value manipulation? Why buy VWIN at ANY price? BoredPoster 02/27/17 04:46:41 PM
#1053   Got to love the B/A here! no bid/.0001 surfkast 02/27/17 10:43:34 AM
#1052   Got to love the B/A here! no bid/.0001 surfkast 02/27/17 10:43:34 AM
#1051   They_have_to_look_for_it._If_Shaun_goes_to_jail_no_money!! BoredPoster 02/16/17 07:41:49 PM
#1050   Unless they discover fraud! surfkast 02/16/17 05:32:06 PM
#1049   All_Civil_cases,_so_no_jail,_here's_links: https://w3.courtlink.lexisne BoredPoster 02/16/17 01:59:05 PM
#1048   I_thought_you'd_jump_back_in_to_inform_investors BoredPoster 02/16/17 01:43:31 PM
#1047   Asian_buyers_re-purposed_business_towards_sturgeon_theme_parks_and_cambodian_lot BoredPoster 02/16/17 01:42:22 PM
#1046   HOW ARE THE COURT CASES GOING? surfkast 02/15/17 09:06:31 PM
#1045   WHY IS SHAUN NOT IN JAIL? surfkast 02/15/17 09:05:29 PM
#1044   wHAT HAPPEND TO THE FRIDGE? surfkast 02/15/17 09:04:50 PM
#1043   NEED A MOD. surfkast 02/15/17 09:03:50 PM
#1042   Is there a way to get the page BoredPoster 02/15/17 05:51:13 PM
#1041   Nothing to moderate! LOL! surfkast 02/15/17 04:36:34 PM
#1040   There's no moderator. Did you get bored? BoredPoster 02/15/17 02:11:17 PM
#1039   Can_you_post_info_from_VWINUSA_Sturgeon_Page?: http://vwinusa.com/pending-acquisitions/ Lot's BoredPoster 02/15/17 12:57:53 PM
#1038   Here's_the_web_site_with_photo-shopped_images: BoredPoster 02/07/17 04:10:03 PM
#1037   SCAM ALERT. How drunk and stoned do you Watcher31 02/07/17 04:11:00 AM
#1036   The_fridges_were_probably_as_real_as_Epaz_BoxesOS BoredPoster 01/10/17 03:39:42 PM
#1035   And_what_about_the_mini_fridges?_Is_that_done? starkist 01/10/17 02:45:24 PM
#1034   Bet_financials_won't_mention_either_until_Q1_2017_10-q_in_May YoMunny 01/10/17 02:36:00 PM
#1033   Any_word_on_performance_of_gambling_or_Sturgeon_theme_park_ventures? starkist 01/10/17 02:26:41 PM
#1032   New_US_administrations_potential_missteps_in_Asian_politics_probably_throws_this_up_for_grabs. starkist 01/10/17 02:25:40 PM
#1031   Is anyone else able to buy/sell? PatB1 12/27/16 05:17:12 PM
#1030   Shaun is losing judgements for multiple breach of BoredPoster 12/27/16 03:17:59 PM
#1029   Shouldn't whatever they had to file for a YoMunny 12/27/16 03:11:10 PM
#1028   Can Epaz (VWIN) file false documentation and just YoMunny 12/27/16 03:07:21 PM
#1027   The guys at Scottrade are telling me that. PatB1 12/27/16 02:33:59 PM
#1026   That last message was meant for you. How YoMunny 12/27/16 02:28:44 PM
#1025   How do you explain these trades that keep YoMunny 12/27/16 02:22:25 PM
#1024   Who's telling you they're going through a name YoMunny 12/27/16 02:17:22 PM
#1023   I still can't sell this position through Scottrade. PatB1 12/27/16 07:12:37 AM
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