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.
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.
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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