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Those are proposed expenses but you missed proposed revenues...like 20 million buyers at $42.00 per month! You know the math = $840,000,000 per month revs!
You can forget everything this is a whole new ballgame did you see next 12 month goals inculding $42.00 per month with maybe 20M useres over 36 months?
Give them more! Projecting billions in revs per year!
20 million users at $42.00 per month over 36 months is $840,000,000 in revs per month...is this crazy or what!!!!!!!!!!!
Target 20M monthly users in 36 months! Yeah baby...
12 MONTH OUTLOOK
The WorldFlix leadership team will continue to position disruptive investment candidates for success as exclusive business partners capitalizing on our depth in experience in the entertainment and technology domains. The WorldFlix top candidate for explosive growth is Paranotek which is a next generation encryption software development company. Paranotek has (10) ten non-disclosures, (3) three letters of intent with agreements to partner and developing terms sheets.
Our subsidiary Paranotek has developed a proprietary secure instant messaging app called Sayphr™ (Safe’r) which is a highly disruptive anti-cryptanalytic real-time messaging application that works on Android and iPhone platforms. It currently works on desktop computers such as Windows PC and Macintosh. In addition to the ratcheting encryption and ephemeral streaming key, the Sayphr™ Instant Message application uses no servers in the middle which can be leveraged to permit nation states, criminal enterprises and malicious hackers to intercept and expose the keys.
This encrypted messaging application will provide an excellent fee-based alternative to open source competitors free instant message applications that are vulnerable to lawful and unlawful intercepts. The three top secure instant message, text and voice competitors are valued at $900 Million to $19 Billon dollars today each claiming between 100 Million and 500 million average monthly users totally each month. The global target audience is about 1 billion users each month and the median acquisition value per subscriber is $42.oo each. Paranotek’s target sales objective to have 20 Million monthly users of the Sayphr™ app within 36 months. and anticipate the ability to achieve 10% of that objective within the first 12 months of Paranotek being fully funded.
The Sayphr™ platform can be adapted to be used in corporate enterprise infrastructure for secure communications in the medical community thought Microsoft’s Azure Cloud or Google Cloud Platform.
After the successful revenue launch of Paranotek encrypted instant message software app Sayphr ™ product the Finland based development team will complete their development of a “one off” custom mobile device application for a small New England fire safety customer. This application has tremendous utility in the safety and compliance market. We are currently in discussions with this customer to formulate a co-investment agreement to take this app to the general contractor market with 650,000 employers and over 6 million potential users.
WorldFlix and Paranotek will retool and launch the Swantry app to include additional AI for anti-bullying measures in future versions. Beyond that several other data centric security tools and products will be added to the Paranotek product roadmap for 2019.
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The top priority for WorldFlix is to continue to provide stable funding and guidance to support the development and maturation of the Paranotek intellectual property so it may successfully launch multiple privacy apps into the consumer marketspace. Paranotek will expand the product development team to incorporate its patent pending post quantum-computing resistant encryption protocol Parano ™ into partnership enterprise products and services positioned to ensure longevity in data centric security for commercial customers.
One of those key co-investment partnerships is with iEldra, Inc who has significant interest from the broadband and Internet of Things (IoT) venture capital community to provide additional revenue streams to their existing customer base. One prospect customer has 22 million customers in the USA. In addition to the consumer market, a world class high fidelity recording manufacturer has indicated interest in a co-investment relationship with WorldFlix, iEldra, Celsus IO and Paranotek to develop a premium secure digital recording platform to revolutionize the entertainment industry as well as their existing aerospace market. As successful pilot project will lead to further investment into the digital rights marketspace with is long overdue for disruptive innovation.
In this co-investment partnership Paranotek and Celsus IO bring significant IP to bear in a prospective joint business agreement under the leadership of WorldFlix. Mr. Ron Pitcock will provide leadership and executive oversight to the iEldra development effort, Mr. Daniel Nowak will lead the deep learning development effort with his Celsus IO team and Mr. Mick Davis will lead the Paranotek team in developing the customer facing software and capturing IP. This team has worked together on other successful business ventures. One of those endeavors matured to profitability and listed on NASDAQ in under 36 months before being acquired by Microsoft co-founder Paul Allen venture capital group Vulcan Ventures.
WorldFlix will also explore developing creative financial instruments that leverages relationships with a global digital currency exchange investment group located in Europe, Asia and the Caribbean. WorldFlix will partner with this group in a joint venture to secure their blockchain currency trading platform and asset backed digital exchange. This partnership is also interested in retooling the existing crowd supported marketing platform Fan Blaze to generate a digital utility token base fan exchange to provide crossover funding initial coin offering (ICO) for popular entertainment projects.
Swantry, an original development candidate from the WorldFlix App Farm incubation process is an innovative, mobile security app that can help parent manage child device time and combat cyberbullying. The Swanlock app was designed to operate on a foundation of trust and dialogue, children are enabled to discover and utilize digital services and smart devices responsibly while monitoring safety.
The Company paused development after market and beta testing and will announce details about launching this app when the innovative AI technologies can be included in the final revenue version.
For more information visit: SWANTRY
COMBINED BUDGET CATEGORIES FOR WORLDFLIX, PARANOTEK AND AFFILIATES
TM&E 560,000.00 LEGAL / GRC 874,000.00
SERVICES 2,818,500.00 INVESTMENTS 800,000.00
SALARIES 7,081,000.00 INSURANCE 341,500.00
MARKETING 1,484,700.00 FINANCE/AUDIT 165,000.00
EQUIPMENT 511,000.00 CONTRACTORS 359,500.00
TOTAL $ 14,995,200.00
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PAST PROJECTS QUEUED FOR RETOOLING:
Some of the early development efforts of WorldFlix had varying degrees of success. Some of those efforts produced revenue and some of them did not achieve the critical mass as the management team anticipated. The App Farm platform morphed into a process that incubated Paranotek and one of our prospect co-investment partners is interested in retooling Fan Blaze with an initial coin offering model to select and fund independent entertainment projects.
We are mindful of our shortfalls as well as out outlooks for success and acknowledging when an effort should be supported or cancelled is as important as recognizing a disruptive opportunity. These are the historical projects that WorldFlix has engaged in previously and paused until circumstances are more favorable for them to continue.
THE APP FARM
The App Farm is a mobile application development platform and investment gateway process to evaluate and incubate app software for mobile and tablet devices. Apps are a multibillion dollar industry growing at an incredible rate.
For more information visit: APP FARM.
DROBBITS
Drobbits is a browser-based game creator that requires no coding skills at all. Users can sign up and start using Drobbits with any of the modern web browsers. Drobbits allows customers to work at home or on the go with almost any device from PCs to mobile phones for creating online games. Drobbits features a familiar windowed interface where users can drag and drop elements and commands to build their own game. Drobbits seamlessly allows the users to make a game and publish it with a click of a button across all major mobile and desktop platforms plus the web.
For more information visit: DROBBITS
FAN BLAZE
Fan Blaze was a revenue producing social media platform and audience voting platform used and build a fan loyalty to garner support for fund raising for entertainment projects through WorldFlix Entertainment Media this platform was paused for business model retooling when sufficient resources are available.
For more information visit: FAN BLAZE
WEM
WorldFlix Entertainment Management (WEM) is a collective forum of unique thinkers ranging from producers; directors; actors; writers; composers; director of photography; production designers; editors and costume designers. WEM has connections in the international entertainment marketplace, having developed diverse projects in China, India, UAE, Scandinavia, Malaysian, US and North American markets.
For more information visit: WEM
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WORLDFLIX, INC. 12 MONTH BUDGET
The first critical activities will be to shape business relationship priorities to protect the existing WorldFlix stakeholders and attract and retain world-class talent to join the Paranotek team full time. The secondary business priority will be to position the intellectual property into the most appropriate venue to shield it from predatory business competitors and position it to promote growth and stability.
WorldFlix, Inc.
Crowd Funding Expenses 175,000.00 75 days
G&A O.H, SEC Compliance, Insurance, GL, KM, D&O, E&O (2018) 300,000.00 60 days
G&A O.H, SEC Compliance, Insurance, GL, KM, D&O, E&O (2019) 300,000.00 365 days
Book Keeping / Audit Prep 165,000.00 225 days
Annual Certified Audit 100,000.00 300 days
Travel, Meals & Entertainment 13,000.00 30 days
Product Marketing
Contract Media Relations (Spokesperson) 87,500.00 60 days
Contract Creative Services 37,000.00 30 days
Celebrity Endorsements Riveting Entertainment (2018) 500,000.00 120 days
Legal Fees (2018)
USA, Formation, TOS, Reporting 30,000.00 30 days
EU, Formation, TOS, Reporting 35,000.00 90 days
MENA, Formation, TOS, Reporting 35,000.00 30 days
Finland, Formation, TOS, Reporting 35,000.00 30 days
West Indies, Formation, TOS, Reporting 55,000.00 30 days
Investment Pool (2018)
Entertainment Investments Pool 500,000.00 280 days
Cyber Security Investment Pool 1,000,000.00 100 days
Health Science Investment Pool 300,000.00 180 days
$3,677,500.00
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OUR SUBSIDIARY PARANOTEK, LLC. 12 MONTH BUDGET
The Paranotek privacy encryption products range from securing data storage, sharing and instant messaging to providing various big data software utility suites that are all based on disruptive post quantum computing resistant security protocols. By the years end, we will have 16 full time staff and a handful of contract service providers to assist in sales development, media and perception management.
The immediate production focus will be in completing the demonstration products that showcase the breadth of the Parano ™ post quantum-computing resistant encryption software and begin to immediately generate revenue with these consumer grade products. As these management initiatives progress, the development activities will also be leveraged to shape enterprise grade tools and services that will become available for licensing to partner enterprises as well as other large enterprises and medium sized businesses.
As the software development lifecycle and product development organization continue to mature, the sales organization will deploy world-wide to promote enterprise sales and generate large volume revenue.
Paranotek Global Innovations Amount When
International Regulatory, Banking Fees 24,000.00 10 days
Patent Legal Defense Budget 175,000.00 60 days
Paranotek USA
USA Salaries, Bonus, Taxes 2,748,000.00 30 days
Healthcare Insurance 120,000.00 30 days
Office Expenses
Equipment 80,000.00 30 days
Phones 17,000.00 30 days
Internet 4,000.00 30 days
Travel
M&E 96,000.00 10 days
Sales Travel 150,000.00 10 days
Investor Travel 20,000.00 10 days
Marketing Expenses
Conference Expenses Travel 250,000.00 180 days
Traditional Media 50,000.00 180 days
Operations Cost
Swantry AD Marketing 25,000.00 120 days
Sayphr IM Marketing 25,000.00 30 days
Customer Support Services 25,000.00 180 days
Development Tools 75,000.00 30 days
3rd Party Validation 75,000.00 30 days
Paranotek, Finland
Salaries, Bonus, Taxes 808,000.00 10 days
Office Expenses
Equipment 8,000.00 30 days
Phones 1,500.00 30 days
Internet 11,000.00 30 days
Celsus IO HFRM
Non-Attributed Production Expenses 35,000.00 60 days
$ 4,822,500.00
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OUR CO-INVESTMENT AFFILIATE: IELDRA, INC.
The first critical activities will be to capitalize and prepare the organizational, marketing and technical requirements to enable the Blue Guardian platform to use the Paranotek Protocol. The WorldFlix contribution is portioned between discounted access to IP and shared startup cost to include capabilities for revenue sharing with WorldFlix and Paranotek as needed.
Regulatory Expenses Amount When
Regulatory, Banking Fees $ 175,000.00 60 days
Patent Legal Defense Expenses $ 275,000.00 180 days
iEldra, Inc.
Salaries, Bonus, Taxes $ 3,375,000.00 60 days
Healthcare / Insurance $ 220,000.00 30 days
Office Expenses
Equipment $ 80,000.00 130 days
Phones $ 27,000.00 130 days
Internet $ 27,000.00 130 days
Travel
M&E $ 96,000.00 160 days
Sales Travel $ 150,000.00 130 days
Investor Travel $ 20,000.00 130 days
Marketing Expenses
Conference Expenses Travel $ 185,000.00 180 days
Traditional Media $ 250,000.00 180 days
Operations Cost
Custom Label Setup $ 105,000.00 90 days
Manufacturing Services $ 300,000.00 180 days
Customer Support Services $ 85,000.00 180 days
Development Tools $ 175,000.00 130 days
3rd Party Validation $ 375,000.00 130 days
Paranotek, Asia (H/W Development)
Salaries, Bonus, Taxes $ 484,000.00 130 days
Office Expenses
Equipment $ 8,000.00 130 days
Phones $ 7,200.00 130 days
Internet $ 11,000.00 130 days
Celsus IO HFRM
Non-Attributed Production $ 65,000.00 90 days
Total iEldra
$ 6,495,200.00
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OUR CO-INVESTMENT AFFILIATE: CELSUS DEEP LEARNING AI
The first critical activities will be to capitalize and prepare the organizational, marketing and technical requirements to enable the deep learning artificial intelligence platform to use the Paranotek Protocol from the AI cluster to consumer home and mobile devices. Celsus.IO will also be contracted to provide Human Factors Risk Management (HFRM) services for WorldFlix and all the affiliates.
Celsus & Killoway Deep Learning AI Phase 0 Amount When
Regulatory Expenses
Regulatory, Banking Fees $ 25,000.00 90 days
Patent Legal Defense Expenses $ 150,000.00 120 days
Celsus Global
USA Salaries, Bonus, Taxes $ 150,000.00 60 days
Healthcare / Insurance $ 1,500.00 30 days
Office Expenses
Equipment $ 225,000.00 30 days
Phones $ 12,000.00 30 days
Internet $ 6,000.00 30 days
Travel
M&E $ 15,000.00 60 days
Sales Travel $ 150,000.00 30 days
Investor Travel $ 20,000.00 30 days
Marketing Expenses
Conference Expenses Travel $ 20,000.00 180 days
Traditional Media $ 10,000.00 180 days
Operations Cost
Frasil Setup $ 105,000.00 90 days
Security Assessment/Mitigation $ 200,000.00 180 days
Parano ™ Protocol License $ 250,000.00 180 days
Sydney AU Development $ 500,000.00 30 days
Aviation Platform Development $ 150,000.00 30 days
Paranotek, Finland (Swantry)
Salaries, Bonus, Taxes $ 252,000.00 30 days
Office Expenses
Equipment $ 6,000.00 30 days
Phones $ 5,400.00 30 days
Internet $ 5,400.00 30 days
Celsus HFRM
Non-Attributed Production $ 25,000.00 60 days
Total Celsus
$ 2,283,300.00
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COMPETITION
As our current operations are focused on the Paranotek, LLC operations, we have addressed examples of competition for Paranotek below. The Paranotek privacy encryption products range from data storage, sharing and instant messaging to various software utility suites that are all based on disruptive post quantum computing resistant security protocols.
Compared to our product Sayphr™ Self Secure Cloud Integration
Functional Area Company Founded Employees Annual Revenue
Data Centric Cloud Encryption Tools thalesesec Plantation, Florida - 1976 230 $11M
Accellion Palo Alto, California - 1999 193 $16.5M
CipherCloud San Jose, California - 2010 336 $22.5M
SugarSync Los Angeles, California - 2008 157 $80M
Compared to our product Sayphr™ File Security Suite
Functional Area Company Founded Employees Annual Revenue
Data Centric Storage Encryption Tools
AlertSec Leesburg, Virginia - 2005 39 $4.9M
NewSoftwares.net Beaverton, Oregon - 2002 59 $4.3M
Eclypses Colorado Springs, CO - 2010 33 $4.3M
Compared to our product Sayphr™ Instant Messaging
Functional Area Company Founded Employees Annual Revenue
Text, Voice and Video Instant Messaging App Wicker San Francisco, California - 2011 20 $3M
Telegram London, England - 2013 25 $2M
Silent Circle San Jose, California - 2011 475 $5.5M
Viber Luxembourg, Luxembourg - 2010 157 $3.3M
Kik Waterloo, Ontario, Canada - 2009 149 $9.4M
WeChat Shenzhen, China - 2017 1,373 $800M
WhatsApp Mountain View, California - 2014 1,200 $1.2B
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Compared to our product Swantry™ Child Safety App
Functional Area Company Founded Employees Annual Revenue
Kid’s Usage / Monitor App for Smart Devices OurPact San Diego, California – 2015 70 $1M
ScreenTime Bristol, England - 2014 10 $1.5M
MeetCircle Portland, Oregon - 2014 50 $2M
NetSanity Charlotte, North Carolina - 2013 111 $3.9M
PhoneSheriff Jacksonville, Florida - 1997 75 $5.7M
MARKET
GLOBAL ENCRYPTION MARKET
The global encryption software market is projected to grow at a CAGR of 17.93% during the forecast period to grow to US$6.782 billion by 2022, increasing from US$2.974 billion in 2017. Encryption is an effective security mechanism that provides the data centric security.
The major factor driving the global encryption software market is the growing need to safeguard the critical data from the unauthorized access. Rising cases of cyber-attacks to steal the important organizational data is augmenting the demand for encryption software across enterprises. Owing to increasing adoption of BYOD policy by various enterprises coupled with stringent cyber security regulations and guidelines is further boosting the growth of this market for secure data transmission. Emerging trend of cloud computing will further bolster the growth of cloud-based encryption software and solutions across large enterprises over the next five years.
Our subsidiary Paranotek is a global innovation company focused on developing and licensing robust technologies that increase personal and corporate information privacy and security through advancements in premium encryption. While other popular apps, software and services collect your data, Paranotek's business model and unique security technology never collects user data, thus providing an extra layer of enhanced privacy for our users. In an era of privacy self-awareness, Paranotek is positioned to be a market leader.
Paranotek’s end-to-end encryption demonstration software has already been developed with a patent pending solution called ‘Parano’, a post-quantum, cryptographic protocol, designed to resist sophisticated security hacks both currently in use and expected in the near future from advances in super and quantum computers.
The company’s latest security software solutions will allow governments and corporations across multiple industries such as healthcare and finance keep their employees and data safe.
GLOBAL APP MARKET
According to the June 2017 Fortune Magazine article written by Jonathan Vanian, “The Global App Market Could hit $6.3 Trillion by 2021”. There’s still plenty of money to be made in apps. According to analyst firm App Annie, the app economy will be worth $6.3 trillion by 2021 — that’s a 380% jump from the $1.3 trillion app market of 2016. App Annie’s 2017 Market Forecast Reports that consumer spend on non-game apps should grow at 25% CAGR versus 16% for Games from 2016–2021. App publishers in the media, news and dating verticals should increase their investments in subscription revenue models as these categories are forecast to be the primary beneficiaries of this growth.
The global encryption software market is expected to grow from USD 3.87 Billion in 2017 to USD nearly 13 Billion by 2022, at a Compound Annual Growth Rate (CAGR) of 27.4%. The demand for encryption software tools is driven by stringent nation-state government regulations and the need to protect critical information. Specifically, the Quantum Cryptology Market is forecast to reach over US$2 Billion by 2024.
The global market for Mobile Messaging Apps is projected to reach 2.1 billion users by 2020, driven by the growing penetration of smartphones and tablets, increase in social connectedness among the young and old population and availability of cheap mobile Internet services. The use of messaging apps is also gaining traction in enterprise environments, where enterprise messaging apps are used to improve internal communication, increase productivity and enhance collaboration among colleagues and teams. Asia-Pacific represents the largest market worldwide, led by China, South Korea, India and other South East Asian countries.
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The Paranotek privacy encryption products range from data storage, sharing and instant messaging to various software utility suites that are all based on disruptive post quantum computing resistant security protocols.
Our subsidiary Paranotek is an agile security software development company that has created ‘Parano’ as a post-quantum, cryptographic protocol, designed to withstand sophisticated security hacks both currently in use and expected in the future from super and quantum computers. The company’s latest security software solutions permit individuals and corporations to keep their employees and data safe.
Regulation
WorldFlix, Inc. is not currently subject to any specific governmental or pseudo-governmental regulations.
Number of Employees = 06
MANAGEMENT
Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or he is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The Board of Directors also appointed our officers in accordance with the Bylaws of the Company, and per employment agreements negotiated between the Board of Directors and the respective officer. Currently, there are no such employment agreements. Officers listed herein are employed at the whim of the Directors and state employment law, where applicable.
The name, age and position of our officers and directors is set forth below:
Name Age First Year as Director or Officer Position
Brad Listermann 49 2006 CEO and Chairman
Sean Teague 48 2008 Director and Treasurer
Todd Myers 53 2008 Director
Derrick DeRoon 47 2008 Director
Kevin Mills 62 2008 Director and Secretary
The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.
Directors are entitled to reimbursement for expenses in attending meetings and receive nominal compensation for services as directors. California directors are employees receive compensation for services as director.
BIOGRAPHICAL INFORMATION
BRAD LISTERMANN – CHAIRMAN OF THE BOARD (Age 49)
Chief Executive Officer
After attending University of Cincinnati and after serving in the US Navy, Brad founded and built one of the world’s first online investment banking firm, Net Street Financial, Inc. After seven years of success and raising tens of millions, he managed a profitable exit strategy by selling Net Street and was introduced to international filmmaking and financing. Brad also studied at a Hollywood film school, previously attended by A-list directors Quentin Tarantino and Guy Ritchie, before moving on to produce My Faraway Bride with Executive Producers Duncan Clark (head of Universal Pictures Distribution). The movie was awarded the Stella Artois Best New Filmmaker Award, Best Produce, Best of Fest at the Palm Springs International Film Festival, among others. Brad still writes screenplays and consults with filmmakers. He has sold over 4 screenplays with two currently in production. Brad then founded and is CEO of a publicly traded company WorldFlix, Inc. (WRFX).
Brad has filed several patents in the field of software and technology. He has also worked with numerous business owners consulting on software, Apps and start-up financial solutions. This lead in 2010 to being introduced to inventor/engineer, Richard Henderson, whom partnered with Brad to form, GreenFix Energy, for developing and exploiting the patented technology called, OASIIS; A Floating island that produces abundant water and electricity. This also led to the creation of Social Life Media, for patent pending software such as Life Dig and other ground-breaking software solutions to today’s modern challenges.
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In addition to film awards, Brad has been honored in the Wall Street Journal as an Honorary Co-Chairman of the Congressional Small Business Advisory Council. He has also been featured in many notable publications that include Economic Times, Red Herring and Business Week and often called on as keynote speaker for many prestigious conferences such as The National Outsourcing Conference.
KEVIN MILLS, ESQ – BOARD OF DIRECTORS (Age 62)
Corporate Secretary
Kevin Mills’ legal practice focuses on advising clients with transactions across a full range of issues in entertainment, media, advertising, privacy, technology, Internet and general business. Kevin’s practice encompasses copyright; trademark; trade dress; trade secret; brand protection; content creation, protection and distribution; and general corporate, organizational and business matters. His law practice encompasses all aspects of financing, production and distribution of intellectual property product.
Kevin provides strategic advice and counsel to both mature and emerging companies located domestically and abroad including those with business interests in new media, motion pictures, television, e-commerce, social media, Internet and video gaming, virtual worlds, consumer products and general business matters. Attorney Mills has extensive experience in international dealings and studied international business transactions in London, England at Kings College.
TODD MYERS -- ESQ BOARD OF DIRECTORS (Age 53)
Director
Mr. Myers began his pursuit as an entrepreneur early in his career, creating and operating several companies over the past two decades such as Reflection Pools and Spas, creating custom residential and commercial water environments. Mr. Myers founded TLM Marketing and Management specializes in capital funding, sales, marketing, and executive management. Mr. Myers led a division of Cardkey Systems, Inc., the pioneer in the high-tech access security industry.
Most recently Mr. Myers procured funding for Grabit Interactive a cutting-edge software and A.I. platform to market within existing media and deliver real-time metrics and developed operations for In-Stock the elevator industry superstore and the Elevator Industry Organization of Southern California (EIO-SC). Additional projects span various industries: real estate, banking, financial services, insurance, construction, manufacturing, media and Internet production. He has served as a member of the board of directors for several companies and non-profit organizations.
DERRICK DEROON – BOARD OF DIRECTORS (Age 47)
Director
Mr. Deroon is originally from the Midwest and moved to Los Angeles in 2008. His education was in business and economics. His career has been in business development, focused on promoting sales and operations growth in a broad range of industries from construction, to healthcare recruitment, to his current pursuit in the industrial products supply field. In his free time, he and his wife Josephine have enjoyed supporting their children's academic and athletic goals and interests. He has a daughter attending UCLA, a middle son heading to the United States Air Force Academy and the youngest son working on his pursuits in his remaining years of high school.
SEAN TEAGUE – BOARD OF DIRECTORS (Age 48)
Treasurer
Mr. Teague is a top producing Investment Banker working in the California Coachella Valley and has worked in the finance industry for over a dozen years. Sean worked a number of years in the mass print and direct mail marketing business as well as post production editing and management for media and film. His educational background is in criminal justice from California State at San Bernardino. Outside of banking and finance, Mr. Teague is an avid high-performance auto technology enthusiast and race car driver.
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KEY PERSONNEL OF OUR SUBSIDIARY AND CO-INVESTMENT HOLDINGS
JAMES M DAVIS – CHIEF EXECUTIVE OFFICER PARANOTEK (Age 55)
Duties: To provide leadership and executive governance, executing his vision for the company.
“Mick” is a technical executive focused on promoting innovation in security capabilities for consumers, global industries as well as the NATO intelligence and defense communities. He served as a Senior Advisor at USCYBERCOM and with the Defense Intelligence Agency leading a service delivery reinvention effort influencing $100M worth of change and re-alignment for a superior security posture, operational cost savings and improved customer satisfaction. He began his professional career as an ISR combat aircrewman accumulating nearly 4,000 flight hours. He is a subject matter expert in counter intelligence and cybercrime related law enforcement issues.
RON PITCOCK – CHIEF EXECUTIVE OFFICER IELDRA (Age 71)
Duties: Ron and his team will build a sales organization capable of generating $500,000,000 growth.
With a strong work ethic and entrepreneurial spirit, Ron’s passion lies in helping young companies realize maximum value from their technology, guiding them in the complex process of transforming their vision into a tangible, profitable product, and helping them bring the product to market. Dr. Pitcock utilizes strong leadership skills of cross-functional staff and through development of key alliances. Ron is a change agent, employing tactical execution of strategic initiatives and engineering mergers, acquisitions, joint ventures, partnerships and strategic alliances.
ANDREW LISTERMANN – CEO RIVETING ENTERTAINMENT GROUP (Age 35)
Duties: Andrew and his team will provide celebrity endorsement and media services to facilitate branding and growth.
After attending Northern Kentucky University Mr. Listermann moved to Los Angeles to pursue his dream to be a leader in the entertainment industry building an arsenal of successful and impactful companies. Andrew and his team has produced for over 25 Directors on hundreds of music videos, commercials, film and TV projects. These Directors range from Chris Brown and Lady Gaga, both music artist that also direct their own projects to actors Ryan Phillippe, Larenz Tate, Wilmer Valderrama and Derek Hough.
DANIEL NOWAK – CEO CELSUS ADVISORY GROUP (Age 39)
Duties: Daniel and his team take ownership of production and customer facing security.
Daniel Nowak, has spent the greater portion of the past two decades in several information security organizations spearheading incident response efforts countering hackers, worms, malicious insiders and human error.
Mr. Nowak’s career has taken him through many varied landscapes ranging from the world of Big-4 consulting, Fortune 500, DoD; USG organizations. In addition, Federal Computer Week and Tech Target have quoted him for several Information Security articles. He has been invited to present as a subject matter expert for USARPAC, USSTRATCOM, AFWA, USCENTCOM, USSOCOM, USAF- 24, AFNIC, and the JCSE regarding DISA cyber initiatives.
EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to our Officers and Directors who occupied such position as of the date of this Offering Circular, for all services rendered in all capacities to us for the period for the past 3 years. The Company does not have employment agreements with any of the persons named below (and has not presently entered into such agreements with any such persons) and does not pay them a salary or other compensation at the present time. We also do not currently have any benefits, such as health or life insurance, available to our employees.
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Name Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation Change in Pension Value & Nonqualified deferred compensation earnings All Other Compensation Total
Listermann 2015 $98,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $98,000.00
2016 $98,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $98,000.00
2017 $98,000.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $98,000.00
Teague 2015 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2016 $252.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $252.00
2017 $252.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $252.00
Myers 2015 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2016 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2017 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
DeRoon 2015 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2016 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2017 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Mills 2015 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
2016 $252.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $252.00
2017 $252.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $252.00
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Please see Note 8 of our unaudited financial statements as it relates to related party transactions. There are no familial relationships between the Company and any officer or director.
PRINCIPAL STOCKHOLDERS
The following table sets forth information as to the shares of common stock beneficially owned as of April 30, 2018, 4,464,288,051 by (i) each Director; (ii) each Executive Officer; and (iii) all of our Directors and Executive Officers as a group. There are (3) three shareholders who hold more than 5% of the common stock of the Company. We have also included the Series A Preferred Stock which is held by Brad Listermann, who has 100% of the voting rights of the Company by virtue of his holdings of the Series A Preferred Stock. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common stock shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that shares of common stock subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person. The footnotes below indicate the amount of unvested options for each person in the table. None of these unvested options vest within 60 days of the date hereof.
Title of Class Beneficial Owner
Amount & Nature Of
Beneficial Ownership
Voting %
Voting % After
Offering
Common Stock Brad Listermann 50,213,007 0% 0%
Series A Preferred Brad Listermann 4 100% 100%
Common Stock Sean Teague 101 0% 0%
Common Sock Todd Myers 101 0% 0%
Common Stock Derrick DeRoon 3,256 0% 0%
Common Stock Kevin Mills 0 0% 0%
ALL OFFICERS AND DIRECTORS 100% 100%
DESCRIPTION OF CAPITAL
The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation, as amended and our bylaws, as amended, which are included as exhibits to the registration statement of which this Offering Circular forms a part.
We are authorized to issue up to 12,900,000,000 shares of common stock, par value $0.0001 per share, and 10,000,004 shares of preferred stock, $0.001 value per share. The Company has designated exactly 4 shares of Series A Preferred Shares and 10,000,000 shares of Series B Preferred Shares.
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As of the date of this offering, we have 4,464,288,051 shares of common stock and 4 Series A, 3,556 Series B shares of preferred stock outstanding.
COMMON STOCK
Voting
Each holder of our common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the votes cast. Cumulative voting for the election of directors is not permitted.
Dividends
Holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for payment, subject to the rights of holders, if any, of our preferred stock. Any decision to pay dividends on our common stock will be at the discretion of our Board of Directors. Our Board of Directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The Board’s determination to issue dividends will depend upon our profitability and financial condition, and other factors that our Board of Directors deems relevant.
Liquidation Rights
In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our common stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.
PREFERRED STOCK
We are authorized to issue up 10,000,004 shares of preferred stock. Our articles of incorporation authorize our Board to issue these shares in one or more series, to determine the designations and the powers, preferences and rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series. Our Board of Directors could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and which could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.
Subject to the rights of the holders of any series of preferred stock, the number of authorized shares of preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution adopted by our Board of Directors and approved by the affirmative vote of the holders of a majority of the voting power of all outstanding shares of capital stock entitled to vote on the matter, voting together as a single class.
Currently, the Company has designated 2 series of preferred shares, 4 Series A Preferred 10,000,0000 designated Series B Preferred Shares.
VOTING AND CONVERSION
Each holder of Series A Preferred Stock has the right to twenty five percent (25%) of the total aggregate voting rights at any given time. Therefore, the Series A Preferred Stock, as a whole, has voting rights equal to one hundred percent (100%) of the total aggregate voting rights at any given time. The Series A Preferred Stock has no conversion rights.
Except as otherwise required by law and except as to matters affecting the rights and preferences of the holders of the Series B Preferred, the Series B Preferred shall be non-voting and no holder of shares of the Series B Preferred shall be entitled to notice of any stockholders’ meeting, nor be entitled to vote on any matters on which the Common Stock or other series of Preferred Stock may be voted. Any matter affecting the rights and preferences of the holders of Series B Preferred shall require the affirmative vote of the holders of a majority of the issued and outstanding shares of Series B Preferred. Each share of the Series B Preferred Stock is convertible into common stock of the Company at a rate equal to 100,000 shares of common to each share of Series B Preferred Stock.
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Dividends
Neither Series A nor Series B Preferred Stock have any designated right to dividends unless otherwise determined by the Board of Directors.
Limitations on Liability and Indemnification of Officers and Directors
Nevada law authorizes corporations to limit or eliminate (with a few exceptions) the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our articles of incorporation and bylaws include provisions that eliminate, to the extent allowable under Nevada law, the personal liability of directors or officers for monetary damages for actions taken as a director or officer, as the case may be. Our articles of incorporation and bylaws also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent permitted by Nevada law. We are also expressly authorized to carry directors’ and officers’ insurance for our directors, officers, employees and agents for some liabilities. We currently maintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties
The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to the indemnification provisions in our articles of incorporation and bylaws.
There is currently no pending litigation or proceeding involving any of directors, officers or employees for which indemnification is sought.
TRANSFER AGENT
The transfer agent for our common stock is Pacific Stock Transfer, Inc.
SHARE ELIGIBLE FOR FUTURE SALE
Future sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities. We are unable to estimate the number of shares of common stock that may be sold in the future.
Upon the completion of this offering, we will have 4,464,288,051 outstanding shares of common stock if we complete the maximum offering hereunder. All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 5% stockholders.
Rule 144
Shares of our common stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:
· 1% of the number of shares of common stock then outstanding, which will equal about 233,480,272 shares immediately after this offering; or
· the average weekly trading volume of the unrestricted common stock during the four calendar weeks preceding the filing of a Form 144 with respect to the sale
Sales under Rule 144 by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us.
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PLAN OF DISTRIBUTION
The Offering will be sold by our officers and directors.
This is a self-underwritten offering. This Offering Circular is part of an exemption under Regulation A that permits our officers and directors to sell the Shares directly to the public in those jurisdictions where the Offering Circular is approved, with no commission or other remuneration payable for any Shares sold. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. After the qualification by the Commission and acceptance by those states where the offering will occur, the Officer and Directors intends to advertise through personal contacts, telephone, and hold investment meetings in those approved jurisdictions only. We do not intend to use any mass-advertising methods such as the Internet or print media. Officers and Directors will also distribute the prospectus to potential investors at meetings, to their business associates and to his friends and relatives who are interested the Company as a possible investment, so long as the offering is an accordance with the rules and regulations governing the offering of securities in the jurisdictions where the Offering Circular has been approved. In offering the securities on our behalf, the Officers and Directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
TERMS OF THE OFFERING
The Company is offering on a best-efforts, self-underwritten basis a maximum of 10,000,000,000 shares of its common stock.
The Company is offering, on a best-efforts, self-underwritten basis, a maximum of 10,000,000,000 shares of its common stock at a fixed price of $0.001 per share. The price of $0.001 per share is fixed for the duration of the offering. There is no minimum investment required from any individual investor. The shares are intended to be sold directly through the efforts of our officers and directors. The shares are being offered for a period not to exceed 365 days. The offering will terminate on the earlier of: (i) the date when the sale of all 10,000,000,000 shares is completed, or (ii) 365 days from the effective date of this document. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.
VALIDITY OF COMMON STOCK
The validity of the securities offered hereby will be passed upon by Eilers Law Group, P.A.
EXPERTS
None
REPORTS AS A TIER 1, REGULATION A FILER, WE ARE NOT REQUIRED TO FILE ANY REPORTS.
INDEX TO UNAUDITED FINANCIAL STATEMENTS
CONTENTS:
Balance Sheet as of December 31, 2017 and December 31, 2016 (unaudited) Page 34
Statement of Operations for the period ended December 31, 2017 and December 31, 2016 (unaudited) Page 6, 36
Statements of Stockholder's Deficit for the period ended December 31, 2017 since inception (unaudited) Page 6, 36
Statements of Cash Flows for the period end December 31, 2017 and December 31, 2016 (unaudited) Page 37
Notes to the Unaudited Financial Statements Page 38 - 40
Statement of Operation for the three-month period ended March 31, 2018 and March 31, 2017 (unaudited) Page 37
Balance Sheet as of March 31, 2018 and March 31, 2017 (unaudited) Page 41
Statement of Cash Flows for the three-month period ended March 31, 2018 and March 31, 2017 (unaudited) Page 43
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WORLDFLIX, INC. BALANCE SHEETS 2017
(unaudited)
Assets December 31, 2017 December 31, 2016
Current:
Cash $ 197 $ 1,487
Accounts Receivable 7,451 7,451
Total Current Assets 7,648 8,938
Property, Plant & Equipment, net 2,275 2,598
Patent 3,460 —
Investment in Paranotek 12,200 —
Total Assets $ 25,583 $ 11,536
Liabilities
Current:
Accounts payable $ 8,486 $ 8,486
Accrued Expenses 301,517 —
Notes payable 395,877 160,807
Note payable - related party 51,700 36,700
Subscriptions payable 67,200 322,498
Total Current Liabilities 824,780 528,491
Stockholders' Deficiency
Class A Preferred stock ($.001 par value, 4 shares authorized, 4 shares issued and outstanding as of December 31, 2017)
Class B Preferred stock
($.00001 par value, 10,000,000 shares authorized, 1,774 shares issued and outstanding as of December 31, 2017, 0 issued and outstanding as of December 31, 2016)
Class A Common stock ($.00001 par value, 2,250,000,000 shares authorized, 1,565,361,413 shares issued and outstanding as of December 31, 2017; 4,000,000,000 shares authorized, 3,009,141,039 issued and outstanding as of December 31, 2016) 69,584 69,584
Additional paid in capital - common stock 1,430,752 1,430,752
Accumulated deficit (2,299,533 ) (2,017,291 )
Total Stockholders' Equity/(Deficit) (799,197 ) (516,955 )
Total Liabilities & Stockholder's (Equity/Deficit) $ 25,583 $ 11,536
The accompanying notes are an integral part of these unaudited financial statements
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WORLDFLIX, INC. STATEMENTS OF LOSS 2017
(Unaudited)
For the Year For the Year
Ended Ended
December 31, 2017 December 31, 2016
Net Revenues
Revenues from sales $ 16,100 $ 0
Total Revenues 16,100 —
Cost and Operating Expenses
Accounting 500 500
Advertising & Promotion 5,054 —
Automobile Expense 8,504 4,583
Bank Service Charges 12,813 7,944
Computer & Internet 1,828 859
Consulting 81,935 10,603
Delivery & Freight — 2,147
Donations 100 —
Employee compensation 14,463 —
Entertainment 51,115 12,580
Filing fees 400 —
General & Administrative Expenses 254,063 139,565
Insurance 482 —
Legal fees 8,603 2,484
Loan & receivables 17,748 10,089
Marketing 13,736 7,581
Office supplies 751 —
Postage & Delivery 3,989 —
Production cost 6,200 6,200
Professional Fees 150 —
Rent 5,350 —
Research & development 33,721 33,721
Telephone 3,854 1,983
Transfer Agent Fees 670 —
Travel 24,346 14,771
Utilities 3,419 —
Total Cost and Operating Expenses 553,794 255,610
Net (loss) for the year $ (537,694 ) $ (255,610 )
NET INCOME/LOSS PER COMMON SHARE
Basic and Diluted — —
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and Diluted 1,565,361,413 3,009,141,039
The accompanying notes are an integral part of these unaudited financial statements.
36
WORLDFLIX, INC. STATEMENTS OF CASH FLOWS 2017
(Unaudited)
For the Year For the Year
Ending Ending
December 31, 2017 December 31, 2016
Cash generated by (used for):
Operations:
Net loss $ (537,694 ) $ (255,610 )
Operations:
Depreciation — 644
Increase in accounts receivable (7,451 ) —
Increase in accrued expenses 301,517 —
Increase in accounts payable 8,486 —
Net used in operating activities (235,142 ) (254,966 )
Financing:
Notes payable 395,877 253,129
Notes payable related party 51,700
Subscriptions payable 67,200
Additional paid in capital 1,430,752
Common stock 69,584
Retained earnings (1,761,839 )
Net cash provided by financing activities 253,274 253,129
Investing:
Patent (3,460 ) —
Investments (12,200 ) —
Computer equipment (2,275 ) —
Net cash used by investing activities (17,935 ) —
Increase in cash during the period 197 (1,837 )
Cash position, beginning of period — 3,324
Cash Position (operating line of credit), end of period $ 197 1,487
The accompanying notes are an integral part of these unaudited financial statements.
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NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
WorldFlix, Inc. (the “Company”) was incorporated in the state of Nevada on December 22, 2006. The Company operates in a niche business in the technology and entertainment sphere. WorldFlix divisions include WEM; entertainment distribution, crowdfunding, and influencer management. Paranotek; Paranotek is a subsidiary of WorldFlix, Inc centered on a US Patent pending Finnish-based encryption technology. The Intellectual Property assets are contained in a control and royalty agreements between WorldFlix and the inventor such as Lauri Tunnela.
Risks and Uncertainties
The Company has not commenced planned principal operations. Our activities since inception include devoting substantially all of our efforts to business planning and development. Additionally, the Company has allocated a substantial portion of time and investment to the completion of our development activities to launch our marketing plan and generate revenues and to raising capital. The Company has generated no significant revenue from operations. The Company’s activities during this early stage are subject to significant risks and uncertainties.
Going Concern
The accompanying financial statements are prepared assuming the Company will continue as a going concern. At December 31, 2017, the Company had an accumulated deficit of $2,299,533, a stockholders’ deficit of $799,197 and a working capital deficiency of $817,132. For the year ended December 31, 2017 the Company had a net loss and cash used in operating activities of $537,694 and $235,142 respectively and the Company has generated $16,100 of revenues for the year ended December 31, 2107. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. The ability of the Company to continue as a going concern is dependent upon initiating sales and obtaining additional capital and financing. As of the date of this report no funds have been raised and no future commitments have been received. There is currently no public market for our common stock. While the Company believes in the viability of its strategy to initiate sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant account policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and the notes are the representation of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to U.S. generally accepted accounting principles (“US GAAP”) and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the valuation of stock compensation.
Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and cash equivalents and accrued expenses, the carrying amounts approximate fair value due to their short maturities.
Cash and Cash Equivalents
Cash comprises cash held on demand with banks. The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. At December 31, 2017 the Company had $197 of cash on hand as compared to $1,487 at December 31, 2016.
Income Taxes
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Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.
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. 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 is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations
Business segments
ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2018.
Fair Value Measurements
The Company adopted ASC 820-10, “Fair Value Measurements and Disclosures.” ASC 820-10 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Company did not identify any recurring or non-recurring assets and liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 815.
Borrowings
Borrowings are recognized initially at cost which is the fair value of the proceeds received, net of transaction costs incurred or beneficial conversion feature values which are recorded as debt discounts. In subsequent periods, borrowings are stated at amortized cost using the effective yield method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as interest expense over the period of the borrowings.
Stock-Based Compensation
The Company records stock-based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock and stock option awards. This standard requires that such transactions be accounted for using a fair-value-based method.
39
Net Income per Share
The Company computes net income (loss) per share in accordance with ASC 260-10, “Earnings Per Share.” The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period using the “as if converted” basis.
Recent Accounting Pronouncements
The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – CONVERTIBLE NOTE AND NOTE PAYABLE RELATED PARTY
As of December 31, 2017, we had (taking into consideration the calculation of debt discounts). The following table sets forth the summary schedule of the cash payments required to be made by us, broken down by the type of loan:
NOTES PAYABLE: WORLDFLIX AS OF MARCH 31, 2018
1. On February 15th 2017 the Company entered into a convertible promissory note with Apollo capital in the amount of $99,000 the Note carries an interest rate of 12%.
2. On February 21, 2017 the Company entered into a convertible promissory note with Tri-Bridge Ventures LLC in the amount of $30,000 of which $28,500 was funded. The note carries an interest rate of 8% and matures February 21, 2018.
3. On November 20, 2017 the Company entered into a convertible promissory note with Blackbridge Growth Fund LLC in the amount of $20,000 consisting of a $5,000 OID of which $19,000 was funded. The note carries an interest rate of 10% and matures November 20, 2018.
4. On February 15th 2017 the Company entered into a convertible promissory note with Apollo capital in the amount of 99,000 the Note carries an interest rate of 12%.
5. On February 21, 2017 the Company entered into a convertible promissory note with Tri-Bridge Ventures LLC in the amount of $30,000 of which $28,500 was funded. The note carries an interest rate of 8% and matures February 21, 2018
6. On November 20, 2017 the Company entered into a convertible promissory note with Blackbridge Growth Fund LLC in the amount of $20,000 consisting of a $5,000 OID of which $19,000 was funded. The note carries an interest rate of 10% and matures November 20, 2018.
7. On March 11, 2016 the Company entered into a securities purchase agreement with Blackbridge Capital, LLC. As part of the securities purchase agreement the Company issued a Commitment Fee of a Convertible Promissory Note in the amount of $200,000 but has been reduced to $25,000. The convertible promissory note accrues interest at 5% per annum. The note may be converted into common stock of the Company at a 20% discount to the lowest trading price of the Company’s common stock for the preceding twenty trading days.
8. On January 12th 2016 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $15,000 the note carries an interest rate of 12%.
9. On February 9th 2016 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $10,000 the note carries an interest rate of 12%.
10. On February 25th 2016 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $35,000 the note carries an interest rate of 12%
11. On April 11, 2016 the Company entered into a convertible promissory note with Apollo capital Corp in the amount of $110,000 the note carries an interest rate of 12%
12. On October 19, 2016 the Company entered into a convertible promissory note (Amendment) with Apollo capital Corp in the amount of $29,050 the note carries an interest rate of 12%.
13. In August 2015, the Company entered into a consulting agreement with B&K Enterprise of Santa Rosa, for $12,000 with interest of 10% annually thereon, due on before August 15, 2016.
14. On October 9th 2015 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $25,000 the note carries an interest rate of 12%. On February 21, 2017 Tri-Bridge Ventures LLC purchased this note for the amount $31,310.96.
15. On October 28th 2015 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $10,000 the note carries an interest rate of 12%.
16. On December 22nd 2015 the Company entered into a convertible promissory note with Apollo Capital Corp in the amount of $12,500 the note carries an interest rate of 12%.
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NOTE 4 - EQUITY
On October 7, 2015, the Company increased the authorized number of shares from 100,000,000 to 950,000,000. At the same time, they issued Mr. Listermann 400,000,000 common stock shares which were reduced to 40,000,000 after the reverse split in 2017.
There is no special voting or economic rights or privileges. Each share of common stock in the Company has full voting rights and privileges, is non-assessable, has the same rights and privileges, is not subject to the payment of corporate debts, is not entitled to preemptive rights, and is entitled to one non-cumulative vote per share on all matters on which shareholders may vote. The holders of the common stock have equal ratable rights to dividends from funds legally available, if and when declared by the Board of Directors.
Preferred Shares:
As of July, 2017, Mr. Brad Listermann has been issued 4 shares of Series A Preferred stock. Each share maintains 25% voting rights the company. Therefore, as the full owner of the Series A Preferred share, Mr. Listermann controls 100% all voting rights and control.
NOTE 5 – INCOME TAXES PAYABLE
As of December 31, 2017, the Company had approximately $2,299,533 in net operating loss carry forwards for federal income tax purposes which may be carried forward through 2037. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. The Company is currently using a 15% effective tax rate for our projected available net operating loss carry-forward. The Company’s use of these NOLs may be limited under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended.
In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all of the deferred tax assets may or will not be realized. The Company has evaluated its ability to realize some or all of the deferred tax assets on its balance sheet for the coming year and has established a valuation allowance in the amount of $2,299,533 at December 31, 2017.
NOTE 6 – RELATED PARTY TRANSACTIONS
For the purposes of these financial statements, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.
Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be affected on the same terms, conditions and amounts as transactions between unrelated parties.
As of December 31, 2017, the Company had a loan agreement with an officer of the Company for $51,700 as compared to $36,700 at December 31, 2016.
NOTE 7 – SUBSEQUENT EVENTS
On March 6, 2018 the Company amended its articles of incorporation to authorize 12,900,000,000 shares of Common Stock having a par value of $0.0001. A bulk of these shares are on reserve held aside for Paranotek, LLC as part of its future capitalization strategy.
1. On January 9, 2018 Company entered into a convertible promissory note with Blackbridge Capital Growth Fund LLC in the amount of $10,000. The note carries an interest rate of 10% and matures January 9, 2019.
2. On February 28, 2018 Company entered into a convertible promissory note with Blackbridge Capital Growth Fund LLC in the amount of $5,500. The note carries an interest rate of 10% and matures February 28, 2019.
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WORLDFLIX, INC. BALANCE SHEETS 2018
(unaudited)
March 31, 2018 March 31, 2017
Assets
Current:
Cash $ 16,407 $ 10,403
Accounts Receivable 7,451 7,451
Total Current Assets 23,858 17,854
Property, Plant & Equipment, net 2,275 2,437
Patent 3,460 -
Investment in Paranotek 12,200 -
Total Assets $ 41,793 $ 20,291
Liabilities
Current:
Accounts payable $ 8,486 $ 8,486
Accrued Expenses 301,517 -
Notes payable 405,739 160,807
Note payable - related party 53,752 36,700
Subscriptions payable 117,200 410,587
Total Current Liabilities 886,694 616,580
Stockholders' Deficiency
Class A Preferred stock
($.001 par value, 4 shares authorized, 4 shares issued and outstanding as of March 31, 2018)
Class B Preferred stock
($.00001 par value, 10,000,000 shares authorized, 3,556 shares issued and outstanding as of March 31, 2018)
Class A Common stock ($.00001 par value, 12,900,000,000 shares authorized, 3,888,535,631 shares issued and outstanding as of March 31, 2018) 79,182 69,584
Additional paid in capital - common stock 1,469,477 1,430,752
Accumulated deficit (2,393,560) (2,096,625)
Total Stockholders' Equity/(Deficit) (844,901) (596,289)
Total Liabilities & Stockholder's (Equity/Deficit) $ 41,793 $ 20,291
The accompanying notes are an integral part of these unaudited financial statements.
42
WORLDFLIX, INC. STATEMENTS OF LOSS 2018
(Unaudited)
For the Quarter Ended For the Quarter Ended
March 31, 2018 March 31, 2017
Revenues
Revenues from sales $ — $ —
Total Revenues — —
Cost and Operating Expenses
Accounting — 500
Advertising & Promotion 1,583 —
Automobile Expense 189 4,583
Bank Service Charges 1,439 8,574
Computer & Internet 501 —
Consulting 28,348 12,442
Delivery — 3,038
Donations 694 —
Employee compensation 11,341 —
Entertainment 5,216 19,916
Filing fees 52 —
General & Administrative Expenses 4,093 187,888
Legal & insurance — 6,740
Loan & receivables — 24,391
Marketing — 7,581
Office supplies 29 —
Production cost — 6,200
Research & development — 33,721
Telephone 1,410 1,983
Travel 879 16,529
Utilities 568 859
Total Operating Expenses 56,342 334,945
Loss from operations (56,342 ) (334,945 )
Other (Expense)
Interest (37,683 ) —
Total other expense (37,683 ) —
Loss before income tax provision (94,025 ) (334,945 )
Income tax provision — —
Net loss $ (94,025 ) $ (334,945 )
NET INCOME/LOSS PER COMMON SHARE
Basic and diluted — $ —
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Basic and diluted 2,138,674,588 106,511,477
The accompanying notes are an integral part of these unaudited financial statements.
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WORLDFLIX, INC. STATEMENTS OF CASH FLOWS 2018
(Unaudited)
For the Quarter Ended For the Quarter Ended
'March 31, 2018 'March 31, 2017
Cash generated by (used for):
Operations:
Net loss $ (94,025 ) $ (334,945 )
Depreciation — 161
Net cash used in operations (94,025 ) (334,784 )
Financing:
Notes payable 9,860 343,700
Notes payable related party 2,052 —
Subscriptions payable 50,000 —
Issuance of common stock 9,598 —
Additional paid in capital 38,725 —
Net cash provided by financing activities 110,235 343,700
Increase in cash during the period 16,210 8,916
Cash position, beginning of period 197 1,487
Cash Position, end of period $ 16,407 10,403
The accompanying notes are an integral part of these unaudited financial statements.
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PART III EXHIBITS
EXHIBIT INDEX
Exhibit Number Description
2.1 Articles of Incorporation
2.2 Bylaws
2.3 Articles of Amendment
2.4 Certificate of Designation Series A
2.5 Certificate of Designation Series B
2.5 Articles of Amendment –
11.1 Consent of Eilers Law Group, P.A. (Included in 12.1)
12.1 Opinion of Eilers Law Group, P.A. regarding legality of the securities covered in this Offering*
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 9, 2018.
WORLDFLIX, INC.
By: /s/ Brad Listermann
Brad Listermann
Chief Executive Officer
Chief Financial Officer
Director
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
WORLDFLIX, INC.
By: /s/ Brad Listermann
Brad Listermann
Chief Executive Officer
Chief Financial Officer
Director
May 9, 2018
By:/s/ Sean Teague
Sean Teague
Director
May 9, 2018
By:/s/ Todd Myers
Todd Myers
Director
May 9, 2018
By:/s/ Derrick DeRoon
Derrick DeRoon
Director
May 9, 2018
By:/s/ Kevin Mills
Kevin Mills
Director
May 9, 2018
45
BYLAWS
OF
WORLDFLIX, INC
A Nevada Corporation
ARTICLE 1
Section l. Annual Meeting. Annual meetings of the Stockholders, commencing with the year 2006, shall be held on the 22nd day of December each year if not a legal holiday and, if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the Stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the Stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of Stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.
Section 3. Place of Meetings. All annual meetings of the Stockholders shall be held at the registered office of the Corporation or at such other place within or without the State of Nevada as the Directors shall determine. Special meetings of the Stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.
Section 4. Quorum; Adjourned Meetings. The holders of a majority of the Stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the Stockholders, the Stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
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Section 5. Voting. Each Stockholder of record of the Corporation holding Stock which is entitled to vote at this meeting shall be entitled at each meeting of Stockholders to one vote for each share of Stock standing in his name on the books of the Corporation. Upon the demand of any Stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.
When a quorum is present or represented at any meeting, the vote of the holders of a majority of the Stock having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 6. Proxies. At any meeting of the Stockholders any Stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instmment upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the Stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding Officer of the meeting.
Section 7. Action Without Meeting. Any action which may be taken by the vote of the Stockholders at a meeting may be taken without a meeting if authorized by the written consent of Stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.
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ARTICLES 11
Section l . Management of Corporation. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders.
Section 2. Number, Tenure, and Qualifications. The number of Directors which shall constitute the whole board shall be at least one. The number of Directors may from time to time be increased or decreased to not less than one nor more than fifteen. The Directors shall be elected at the annual meeting of the Stockholders and except as provided in Section 2 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be Stockholders.
Section 3. Vacancies. Vacancies in the Board of Directors including those caused by an increase in the number of Directors, may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at an annual or a special meeting of the Stockholders. The holders of two-thirds of the outstanding shares of Stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other Officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the Stockholders fail at any annual or special meeting of Stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.
If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the Stockholders shall have power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.
Section 4. Annual and Regular Meetings. Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.
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Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.
Section 5. First Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of Stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least three (3) days prior to the time of the holding of the meeting. In case such notice is hand delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such Director.
Section 7. Business of Meetings. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 8. Quorum; Adjourned Meetings. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.
A quorum of the Directors may adjourn any Directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.
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Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place be fixed at the meeting adjourned.
Section 9. Committees. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the Directors of the Corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.
Section 10. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 11. Special Compensation. The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at eachmeeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.
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ARTICLE 111
Notices
Section l . Notice of Meetings. Notices of meetings shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each Stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a Stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such Stockholder. Personal delivery of any such notice to any Officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of Stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.
Section 2. Effect of Irregularly Called Meetings. Whenever all parties entitled to vote at any meeting, whether of Directors or Stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of Stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
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ARTICLE IV
Officers
Section l. Election. The Officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be Directors. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board, Vice Chairman of the Board, one or more Vice Presidents, Assistant Treasurers andAssistant Secretaries.
Section 2. Chairman of the Board. The Chairman of the Board shall preside at meetings of the Stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 3. Vice Chairman of the Board. The Vice Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.
Section 4. President. The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation. He shall execute on behalf of the Corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other Officer or agent of the Corporation.
Section 5. Vice President. The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.
Section 6. Secretary The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the Stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the Stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.
Section 7. Assistant Secretaries. The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
Section 9. Assistant Treasurers. The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.
Section 10. Compensation. The salaries and compensation of all Officers of the Corporation shall be fixed by the Board of Directors,
Section l l . Removal; Resignation. The Officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any Officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
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ARTICLE V
Capital Stock
Section l . Certificates. Every Stockholder shall be entitled to have a certificate signed by the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of Stock or more than one senes of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of Stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such Stock.
If a certificate is signed (l) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the Officers of the Corporation may be facsimiles. In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such Officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such Officer. The seal of the Corporation, or a facsimile thereof, may, but need not be affixed to certificates of Stock.
Section 2. Surrendered; Lost or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Colporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of Stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
Section 3. Replacement Certificates. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Record Date. The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of Stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital Stock shall go into effect, or a date in connection with obtaining the consent of Stockholders for any purpose, as a record date for the determination of the Stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such Stockholders, and only such Stockholders as shall be Stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any Stock on the books of the Corporation after any such record date fixed as aforesaid.
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Section 5. Registered Owner. The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VI
General Provisions
Section l . Registered Office. The registered office of this Corporation shall be in the County of Clark, State of Nevada.
The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.
Section 2. Distributions. Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.
Section 3. Reserves. Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
Section 4. Checks• Notes. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.
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Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
Section 6. Corporate Seal. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE Vll
Indemnification
Section l . Indemnification of Officers and Directors, Employees and Other Persons. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or Officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general Corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law or otherwise, as well as their rights under this Article.
Section 2. Insurance. The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
Section 3. Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.
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ARTICLE Vlll
Amendments
Section l . Amendments by Stockholders. The Bylaws may be amended by a majority vote of all the Stock issued and outstanding and entitled to vote for the election of Directors of the Stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.
Section 2. Amendments by Board of Directors. The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the Stockholders, but the Stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED this 22nd day of December 2006.
(Month)
x______________________________ (Sign)
SECRETARY
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CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of WORLDFLIX INC, and that the foregoing Bylaws, constitute the code of Bylaws of WORLDFLIX INC, as duly adopted at a regular meeting of the Board of Directors of the Corporation.
DATED this 22nd day of December, 2006.
(Month)
_____________________ x (Sign)
SECRETARY
12
SECRETARY
Did you read 12 Month plan? WRFX is projecting 20 million monthly subscribers at $42.00 per month over the next 36 months per the Reg A filing.
20M x 42.00 is $84,000,000 per month in Revs. Getting faint with excitement anybody read it different. This is Huge Huge news!!!!!!
Sorry but having proven most if not all the negative posts have proven wrong we know the agreement between Carden and WRFX is the reason for the Reg A filing and pretty sure the 10 attachments will prove me right, In any event Carden will explain fully their position on Saturday and all opinions are just guesses til then.
Opps you must have missed the agreement is between WRFX and Carden for any money and 30% discount can't be dumped at more than 1.2 daily volume.
8.5 billion at 1,2% of daily volume of even 100,000,000 shares a day means they can sell 1,2 millon per day or 6,667 days to recover or maybe about 25+ years! LOL
So true...the demo will prove the product and Carden will confirm the business plan. None of longs will be selling and folks will be fittinf for a small pool of 911M or less of leftover shares. Wouldn't be surprised if we get 9 more buyers for 100,000,000 each. It will be time for some big boys to move in.
WHOA Correction here Found out my mistake as longs in total hold 3,553,241,891 while super longs have 1,343 billion of that. Which means flippers only have 911 million. No wonder volume is so low.
Wasn't sure but Reg A does show 10m right?
Not sure that is how old info? Looks like new Reg A shows lower offer that has 10 B.
Didn't call them short as I agree no shorts but called them flippers because the are short holders ready to sell day by day.
Great move...got in at some .0007's and all 50M average .00095. This is the real deal and you will be confirmed on Saturday.
Just a hint to let you know what is happening...us longs have 1.35 billion shares while the flippers hold 2.5 billion. Both are here to make money. The flipper-shorts are doing their utmost best to hold off and buy shares on the cheap...they know as well as ourselves things will run up soon.
Hope you got some of those cheap 11's but welcome aboard...Saturday will be big!
Don't have Level 2 but OTC quote shows only 10 trades for 13M shares hardly a selloff.
LOL it shows a filed company with the SEC about to receive up to $16M in financing with a Business Plan to make it all work!
Yep we got 1.35 billion and they got 2.5 billion. But they will turn lose soon enough as they are greedy more so than us, LOL
Looks like one person needed to sell $5,000,000 and took $5,500. Who knows the reason but timing couldn't be worse...wish the person well.
Volume should go up we did 17m yesterday and past 12
Yep it is becoming a wait and see and I'm confident Brad is moving right on schedule. Only 2m and most are holding, even day traders and flippers.
This is not my first rodeo and never have I seen a more open release of company progress.
Read it twice an offering reads 10B not 12.9B better show link to prove otherwise.
If I read this Reg A correctly we just lowered Authorized Shares down from 12.9B to 10B which must be verified.
Agree 100% now is the best time to get in as the waiting is over and company is on the cusp of starting a business producing revenues. The value is about to change from speculation to revenues.
Gosh and some yahoos complained it wasn't actually filed and will print any false statement they can dream up.
We might see more than 17M shares traded tomorrow. Just a guess. LOL
Filing is tomorrow at 6 AM. News should hit before the market opens. Nice!
It is Saturday which is why all will be better on Monday.
Exactly, plus did you catch the 10 documents submitted along with the Reg A? Want to see those as well.
All will be in order by Monday...see you at the demo and Carden update.
The time stamp showing acceptance was after hours...you think maybe they will get around to it when they come back to work. Or maybe they used disappearing ink. LOL
From all the posts that claimed the Reg A will never be filed we are to now believe it won't be approved. LOL
LMAO the receipt number is on the sticky above...EDGAR will have the info in due time. The sky ain't falling.
Price of WRFX tracking very nice
Performance
5 Day
8.33%
1 Month
18.18%
3 Month
85.71%
YTD
116.67%
No it will be interesting when they file. For greatest effect I wouldn't announce the fact until after the close Friday.
Call it whatever but it is not effective.
Yep let's stay technical and wait to Friday.
Losers are selling small amounts back and forth to each other which is obvious with the today's 12 million insignificant volume. They are hoping, praying, and manipulating to no avail.