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Re: Shavasana post# 54933

Wednesday, 05/30/2018 4:38:51 PM

Wednesday, May 30, 2018 4:38:51 PM

Post# of 96823
How long has WRFX actually been trading on the OTC? Hmmmm....

Since at least some time in 2012. Once upon a time it would have been easy to find the exact date, but a couple of years ago FINRA hired a team of idiots to redesign the Daily List, and they trashed all information from before 2013.

However, information provided in WRFX's first filing, an annual report for fiscal 2012, provides some clues. For example:

WorldFlix is headed by Brad Listermann, a former financial investor who went out on his own to build Netstreet, one of the first online investment firms. There he successfully funded tens of millions of dollars to successful companies such as Allcom and StarCom Wireless and managed the multi-million dollar licensing operations for all Asian territories. After a successful exit strategy, include the sale of NetStreet, Brad became involved in the film industry, where he assisted with financial consultation for several Indian public and international film companies. From there he studied at the Hollywood Film Institute, and produced the movie My Runaway Bride, winning the “Best New Filmmaker Award”, “Best Producer”, and the coveted “Best of Fest” award at the 2006 Palm Springs International Film festival. After his successful production debut, Brad started WorldFlix.

https://backend.otcmarkets.com/otcapi/company/financial-report/98932/content

We know from the NVSOS that the company was incorporated in Nevada in December 2006. Put those two sources together, and we know Brad Listermann created the company and has been its CEO from inception. That's actually fairly rare in Pennyland.

https://www.nvsos.gov/SOSEntitySearch/CorpDetails.aspx?lx8nvq=CUJ%252fTyHlNiA75XKu1VDbAQ%253d%253d&nt7=0

In December 2008, he did a Reg D, Form 204 public offering:

https://www.sec.gov/Archives/edgar/vprr/0807/08070179.pdf

As you can see, Listermann hoped to raise $1 million. He'd already sold $500,000 worth of equity as of the end of December 2008. The offering seems to have been of units consisting of stock and warrants or options to purchase more stock. Obviously we don't know the terms of the agreement. But the stock issued would be restricted for one year. So you'd think his investors would want at least to have the possibility of selling as soon as possible after the end of the Rule 144 holding period, and would expect Listermann to go public by early 2010.

In the Nevada filings, you can see an amendment to raise the authorized common shares to 100,000,000 on 31 March 2010. Obviously you don't need an a/s that big if you're a small private company. And in fact the a/s had been tiny until then.

https://www.nvsos.gov/SOSEntitySearch/corpActions.aspx?lx8nvq=CUJ%252fTyHlNiA75XKu1VDbAQ%253d%253d&CorpName=WORLDFLIX%2c+INC

So far, so good. Probably Listermann raised the a/s before he had a market maker submit a Form 211 to FINRA, and subsequently requested a ticker from FINRA. But we don't know for sure because the Daily List no longer goes back that far.

This, however, from the annual report for fiscal 2012, contradicts that theory:

(iv) Free Trading Shares.

(a) As of December 31, 2010 (fiscal year end) 0 shares of the
outstanding common stock in WORLDFLIX were designated as free trading shares.

(b) As of December 31, 2010 (fiscal year end) 0 shares of the
outstanding common stock in WORLDFLIX were designated as free trading shares.

(c) As of December 31, 2012 (fiscal year end) 7,660,150 shares of the outstanding common stock in WORLDFLIX were designated as free trading shares.

(d) As of December 31, 2012 (most recent fiscal quarter) 7,660,150 shares of the outstanding common stock in WORLDFLIX were designated as free trading shares.


https://backend.otcmarkets.com/otcapi/company/financial-report/98932/content

That's weirdly repetitive, and perhaps one entry should be for 2011. But it seems the company's saying there was no public float until sometime in 2012. Or maybe 2011; it's hard to tell because of the mistakes.

However, FINRA would NOT have signed off on a Form 211 that failed to provide for a public float. There need to be at least 25 or 30 shareholders who intend to get their stock freed up and sell in order to create a market for the stock. So I don't know what to make of the above.

It's at least clear that Listermann took the company public sometime between early 2010 and early 2012. Anyone who wants a specific date can call the TA and ask; he'll have an answer if he's willing to take the trouble.

A final note: If you didn't already know, Lauri Tunnela was working for Worldflix back in 2012:

Lauri Tunnela, Director of Web Development

Lauri is a talented developer from Finland who's been writing code since the early age of 17. As an established developer, Lauri is now recognized for his talent in building solid and efficient web apps.

So his involvement is nothing new.