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VW Win Century Inc. (VWIN)

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Last Post: 12/5/2017 4:05:33 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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PostSubject
#1143   Scamalocity! surfkast 12/05/17 04:05:33 PM
#1142   FlexFridge was just re-incorporated as a domestic blank BoredPoster 12/05/17 11:35:11 AM
#1141   This needs to be shut down BoredPoster 12/05/17 11:31:42 AM
#1140   The new scammers scammed people in Asia BoredPoster 12/05/17 11:31:10 AM
#1139   This_was_never anything_more_than_a_scam. Sold to other scammers. BoredPoster 12/05/17 11:28:37 AM
#1138   Nothing happening I see. surfkast 12/02/17 06:13:54 PM
#1137   VWIN Century scammed asian investors: SEE Links BoredPoster 11/20/17 02:27:21 PM
#1136   VWIN missed 2nd_and_3rd_Qtr financials. They're pink_no_information with a BoredPoster 11/20/17 02:17:00 PM
#1135   I sent IHub a message about your activities. stockrunner4 10/22/17 08:20:23 AM
#1132   Nor was there with BoxesOS, and that's why JohnCM 10/17/17 11:54:03 AM
#1131   Nor was there with BoxesOS, and that's why BoredPoster 10/17/17 11:48:29 AM
#1130   Nothing going on here. That's for sure. JohnCM 10/17/17 11:40:02 AM
#1129   8K was highest trade volume the past year. BoredPoster 10/16/17 09:38:01 PM
#1128   Most days have been zero volume for past BoredPoster 10/16/17 09:36:39 PM
#1127   Must have sold every last share. Zero volume today. JohnCM 10/16/17 09:04:12 PM
#1126   A selloff BoredPoster 10/16/17 08:37:11 PM
#1125   What is up with this? JohnCM 10/16/17 07:42:01 PM
#1124   What about for the quarter ending Sep 30th BoredPoster 10/16/17 05:29:26 PM
#1123   Did everyone get their dividend stock? JohnCM 10/15/17 12:34:40 PM
#1122   Oh no! JohnCM 10/15/17 12:31:11 PM
#1121   Fascinating!! PART III – NARRATIVE JohnCM 10/15/17 12:28:38 PM
#1120   Incredible!! JohnCM 10/15/17 12:25:43 PM
#1119   https://www.flexfridge.com/Investor Sign me up!! JohnCM 10/15/17 12:22:55 PM
#1118   http://vwinusa.com/cgi-sys/suspendedpage.cgi JohnCM 10/15/17 12:18:58 PM
#1117   AWESOME!!! In the first quarter of 2017 the company JohnCM 10/15/17 12:17:49 PM
#1116   https://ih.advfn.com/p.php?pid=staticchart&s=VWIN&p=6&t=17&showctype=1&widt JohnCM 10/15/17 12:16:09 PM
#1115   Still haven't filed for Q2 2017. BoredPoster 09/29/17 03:31:14 PM
#1114   Will VWIN file NT 10-q for 3rd Qtr BoredPoster 09/29/17 03:29:13 PM
#1111   VWIN_submitted_NT-10q. How_long_does_it_take_to_say_NO_BUSINESS? BoredPoster 08/30/17 08:11:22 PM
#1110   STILL FLATLINING.................... surfkast 07/31/17 09:37:28 PM
#1109   The news is the same today as it surfkast 06/29/17 04:39:22 PM
#1108   No news of any kind over 6 months BoredPoster 06/29/17 03:25:08 PM
#1107   No_word_on_sturgeon_theme_parks_or_flexible_fridges BoredPoster 06/29/17 03:24:14 PM
#1106   If_Q2_2017_financials_don't_show_income_or_expenses_this_stock_is_dead BoredPoster 06/29/17 03:23:20 PM
#1105   I guess the jokke is on them. BoredPoster 05/16/17 08:21:04 PM
#1104   Just another Shaun scam with new front men. surfkast 05/16/17 07:30:03 AM
#1103   No mention of gambling either BoredPoster 05/16/17 12:24:05 AM
#1102   WHAT HAPPENED TO THE THEME PARK? surfkast 05/15/17 03:20:29 PM
#1100   Did VWIN file an NT? BoredPoster 05/15/17 11:08:36 AM
#1099   I forgot, the_whole_flexfridge_was_a_lie!!: SEE Inside: BoredPoster 05/08/17 12:00:18 PM
#1098   Nothing but ongoing lies for the mullets. surfkast 04/28/17 08:16:00 PM
#1097   What would one be investing in anyway? BoredPoster 04/28/17 07:47:05 PM
#1096   Exactly what business is VWIN in? BoredPoster 04/28/17 07:46:13 PM
#1095   No_mention_of sturgeon_theme_park business_activity either. Need_Q1_10Q_for_sure now. BoredPoster 04/28/17 07:44:59 PM
#1094   SO THE 10K SHOWS NO REVENUE AND STILL surfkast 04/28/17 01:32:46 PM
#1093   Why_buy_stock_in_another_business_to_sell_as_stock_in_completely_different_concept? BoredPoster 04/25/17 03:53:19 PM
#1092   And VWIN_bought_fridge_stock only to start sturgeon_themeparks dumping fridge_co BoredPoster 04/25/17 03:26:10 PM
#1091   Funny, FlexFridge_site_still_up despite Shaun's selling_all_shares_and_patents BoredPoster 04/25/17 03:21:53 PM
#1090   The 12th of never? surfkast 04/25/17 03:08:35 PM
#1089   Think VWIN'll file an_NT_10-q? Need_to_see Sturgeon_Theme_Park income_and_reven BoredPoster 04/25/17 01:12:51 PM
PostSubject