PunchFlix Regulation A Stock Offer

0000806171-19-000025.txt : 20190404 0000806171-19-000025.hdr.sgml : 20190404 20190404151919 ACCESSION NUMBER: 0000806171-19-000025 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PunchFlix, Inc. CENTRAL INDEX KEY: 0001755037 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 831828689 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10981 FILM NUMBER: 19732017 BUSINESS ADDRESS: STREET 1: 11705 WILLAKE STREET CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 BUSINESS PHONE: 323-489-8119 MAIL ADDRESS: STREET 1: 11705 WILLAKE STREET CITY: SANTA FE SPRINGS STATE: CA ZIP: 90670 1-A 1 primary_doc.xml 1-A LIVE 0001755037 XXXXXXXX PunchFlix INC DE 2018 0001755037 7819 83-1828689 1 0 11705 Willake Street Santa Fe Springs CA 90670 323-489-8119 Joseph Collins Other 0.00 0.00 0.00 0.00 870175.00 0.00 0.00 0.00 914389.00 870175.00 0.00 0.00 0.00 0.00 0.00 0.00 Ira Viener CPA Common 85700000 00000none none none 0 000000000 none none 0 000000000 none true true Tier2 Audited Equity (common or preferred stock) Y N N Y N N 5000000 5000000 10.0000 0.00 0.00 0.00 0.00 0.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 true PART II AND III 2 punchlix-regulationa.htm PUNCHFLIX REGULATION A OFFER PunchFlix Regulation A Stock Offer

PUNCHFLIX INC.

Corporate

11705 Willake St.

Santa Fe Springs CA 90670

909.486.4742

PunchFlix.com

ir@punchflix.com

Best Efforts Offering

Offering Price Minimum Offering

: 5,000,000 Shares Common Stock

: $10.00 (Ten Dollars US) Per Share

: None

Maximum Offering

: $50,000,000

Underwriting

Discount or Proceeds to Proceeds to

Commission Issuer Other Person

Per Share:	$10	$0.00 $10.00	N/A
Total:	$50,000,000	$50,000,000	N/A
Minimum Total: (1)	0	0	N/A
Maximum Total:	$50,000,000	$50,000,000	N/A

1 There shall be no minimum amount invested before the Company shall have access to the proceeds.

The proposed sale will begin as soon as practicable after the Securities and Exchange Commission has qualified this Offering Circular. The Offering will close upon the earlier of (1) the sale of 5,000,000 shares of Common Stock, or (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation

A. For general information on investing, we encourage you to refer to www.investor.gov.

Dated: April 3, 2019

THERE IS AT THIS TIME, NO PUBLIC MARKET FOR THE SECURITIES

THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES BEING OFFERED ARE EXEMPT FROM REGISTRATION. THE SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE.

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251 (d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO WWW.INVESTOR.GOV

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

AN OFFERING CIRCULAR PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING CIRCULAR FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF A SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THIS OFFERING CIRCULAR CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS OFFERING CIRCULAR.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR SELLING LITERATURE. THESE SECURITIES ARE OFFERED UNDER AN EXEMPTION FROM REGISTRATION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THESE SECURITIES ARE EXEMPT FROM REGISTRATION.

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSURER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY THIS OFFERING CIRCULAR, NOR HAS ANY PERSON BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICIATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICIATION. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE AS HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY SINCE THE DATE HEREOF.

THIS OFFERING CIRCULAR MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING CIRCULAR FOR ANY PURPOSE OHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED. AN OFFERING CIRCULAR PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

INFORMATION CONTAINED IN THE PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME AN OFFERING CIRCULAR WHICH IS NOT DESIGNATED AS A PRELIMINARY OFFERING CIRCULAR IS DELIVERED AND THE OFFERING STATEMENT FILED WITH THE COMMISSION BECOMES QUALIFED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AND OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.

THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY THE FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR ALL RESIDENTS OF ALL STATES:

THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Table of Contents

Item 3: Summary Offering and Risk Factors	5
Item 4: Dilution	16
Item 5: Plan of Distribution and Selling Shareholders	17
Item 7: Description of Business	20
Item 8: Description of Property	22
Item 9: Management’s Decision and Analysis of Financial Condition and Results of Operation	22
Item 10: Directors, Executive Officers and Significant Employees	26
Item 11: Compensation of Directors and Executive Officers	27
Item 12: Security Ownership of Management and Certain Beneficial Owner	27
Item 13: Interest of Management and Others in Certain Transactions	28
Item 14: Securities Being Offered	29
FINANCIAL STATEMENTS	31
PART III INDEX TO EXHIBITS	38

Item 3: Summary Offering and Risk Factors

Summary of Offering

The following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this Offering Circular, including, but not limited to, the risk factors beginning on page 5. References to “we,” “us,” “our,” or the “company” shall mean PunchFlix, Inc.

Our Company

PunchFlix, Inc. is a digital internet entertainment streaming service. PunchFlix is a subscription-based service that offers video-on-demand movies and live streaming television around the globe for a monthly fee based on plan. The PunchFlix platform will provide plans with capabilities to enjoy TV series, documentaries and feature films across a wide variety of genres and languages on devices with both standard and high definition.

Subscribers will be able watch the unlimited based video-on-demand, anytime, anywhere, on any internet-connected device. Subscribers can play, pause, and resume watching movies, with or without commercials. Our platform will contain artificial intelligence that will make recommendations for subscribers to streamline their movie selection process.

PunchFlix is a company devoted to creating potential innovative plans, and solutions which offers a diverse range of choices to the digital subscriber. PunchFlix plan offerings will be affordable, unique, and engaging, with first class customer service. We believe digital media and the world is at its best when the subscriber is stimulated, enriched, enlighten, and encouraged through digital media. On November 1, 2018, PunchFlix launched streaming services with all operational capabilities, and as of today, no revenue has been generated.

PunchFlix acquired certain assets from Punch TV Studios. Due to unforeseen challenges, Punch TV Studios was subject to a brief SEC suspension that led to a nine-month suspension under Regulation A. The United States Securities and Exchange Commission issued its Order Making Finding, Specifying Procedures, and Temporarily Suspending Exemption Pursuant to Section 3(b) of the Securities Act of 1922 and Regulation A Thereunder due to the filing of misrepresented and unaudited financial statements contained in the Offering Circular on Form 1-A pursuant to Regulation A, exemption commencing on January 10, 2018. This suspension has been lifted and there is no guarantee that we may or may not have challenges as such, in the future. This suspension ended October 4, 2018.

This Offering

All dollar amounts refer to US dollars unless otherwise indicated.

We have 80,700,000 (eighty million seven thousand) shares of common stock that will be issued and outstanding. Through this offering, we intend to register 5,000,000 (five million) shares for offering to the public, which represents additional common stock. We will endeavor to sell all 5,000,000 (five million) shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $10.00 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. We will initially focus our offering in the state of California and will rely on exemptions found under California Law. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

We endeavor to sell all 5,000,000 (five million) shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $10.00 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.

Securities being offered by the Company: 5,000,000 (five million) shares of common stock, par value $.0001 offered by us in a direct offering.

Offering price per share: We are offering the 5,000,000 (five million) shares of our common stock at $10.00 per share United States currency.

Number of shares outstanding before

the offering of common stock: 80,700,000 (eighty million seven hundred thousand) common shares are currently issued and outstanding.

Number of shares outstanding after the

offering of common shares: 85,700,000 (eighty-five million seven hundred thousand) common shares will be issued and outstanding if we sell all the shares we are offering.

The minimum number of shares to be

sold in this offering: 1

Market for the common shares

There is no public market for the common shares at the price of $10.00 (ten dollars US) per share. We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop.

The offering price for the shares will remain $10.00 (ten dollars US) per share for the duration of the offering.

Use of Proceeds

We will receive all proceeds from the sale of the common stock and intend to use the proceeds from this offering to accelerate the execution of all strategic business models to implement, initiate business designs with effective solutions, and plans. It will usher in an unprecedented use of technology to create values in PunchFlix’s business models, subscriber experiences, and the internal capabilities that will support the gut core of the ecosystem within PunchFlix.

Proceed from this offering may be used to create and develop strategic engaging marketing campaigns to stimulate the consumer to subscribe to PunchFlix and provide the sustainable revenue for the company through the lifecycle of PunchFlix. In order to become a cutting-edge company, some of these proceeds may be needed for gaining marketing intelligence, the right keenness for business acumen, and competitive information.

A portion of the proceeds may also be used to lease office space for PunchFlix. We intend to also purchase and/or leasing production and editing equipment. We plan to attract and retain high-level management team, partner with developers of content and produce content that is relevant for the consumer marketplace.

Termination of the Offering

This offering will terminate upon the earlier to occur of (i) 360 days after this Offering Circular becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 5,000,000 shares registered hereunder for sale to the public have been sold. We may, at our discretion, extend the offering for an additional 180 days post the effective of the offering.

Terms of the Offering

Our sole officer and director will sell the common stock upon effectiveness of this Offering Circular on a BEST EFFORTS basis.

Risk Factors

An investment in our shares involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular, before purchasing our shares in this offering. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.

Since our sole officer and director currently owns over 83% of the outstanding common stock, investors may find that his decisions are contrary to their interests. You should not purchase shares unless you are willing to entrust all aspects of management to our sole officer and director, or his successors.

Our sole officer and director, Mr. Joseph Collins, owns 71,200,000 (seventy-one million two hundred thousand) shares of common stock representing 83% of our outstanding stock, and 7.12% of our authorized stock. Mr. Collins will own 71,200,000 (seventy-one million two hundred thousand) shares of our common stock after this offering is completed representing approximately 83% of our outstanding shares, assuming all securities are sold. As a result, he will have control of the Company even if the full offering is subscribed. He will also have the ability to choose the Companies officers. His interests may differ from the ones of other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to us.

Mr. Collins shall exclusively make all decisions regarding the management of our affairs. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon his management abilities. The only assurance that our shareholders, including purchasers of the offered shares have, our sole officer and director will not abuse his discretion in executing our business affairs, as his fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Mr. Collins also has the ability to accomplish or ratify actions at the shareholder level, which would otherwise implicate his fiduciary duties if done as one of the members of our board of directors. Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole officer and

director, or his successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management.

Investing in the Company’s Securities is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, including those listed in this Securities Offering.

Related to our Business

This offering is being conducted by our sole officer and director, Joseph Collins, without the benefit of an underwriter, who could have confirmed the accuracy of the disclosures in our prospectus.

We have self-underwritten our offering on a “best efforts” basis, which means: No underwriter has engaged in any due diligence activities to confirm the accuracy of the disclosure in the prospectus or to provide input as to the offering price; our officers and directors will attempt to sell the shares and there can be no assurance that all of the shares offered under the prospectus will be sold or that the proceeds raised from the offering, if any, will be sufficient to cover the costs of the offering; and there is no assurance that we can raise the intended offering amount.

We are not currently profitable and may not become profitable.

We have incurred substantial operating losses since our formation and expect to incur substantial losses in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. There is substantial doubt as to our ability to continue as an on-going concern without proper funding.

PunchFlix is launching revolutionary products which may change the way people watch digital television. With the release of this streaming platform, and it’s easy to use app should create profitability

As a result, we are planning to generate significant revenues in order to achieve and maintain profitability for the PunchFlix product portfolio. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our overarching business model ecosystem.

We are dependent upon the proceeds of this offering to fund our business. If we do not sell enough shares in this offering to continue operations, this could have an impact on the value of the common stock.

In order to continue operating through 2018-2020, and achieve the milestones that we anticipate, we must raise approximately $50,000,000 in gross proceeds from this offering.

We estimate, an initial fee of approximately $25,000.00 associated with the offering costs, all being paid for by our sole director, officer and majority shareholder Joseph Collins as additional paid-in capital, and we do not intend to reimburse Mr. Collins for these costs from the proceeds of this offering.

Unless we begin to generate enough revenues to finance our operations, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available.

Also, as a public company, we will incur professional and other fees in connection with our quarterly, annual reports, and other periodic filings with the SEC. Such costs can be substantial, we must generate enough revenue or raise money from offerings of securities or loans in order to meet these costs, and our SEC filing requirements. We are offering our securities to the public; however, there is no guarantee that we will be able to sell the securities. And even if we sell the securities, there is no guarantee that the proceeds will be enough to fund our plans.

Our operating history gives no assurances that our future operations will result in profitable revenues, which could result in the suspension or end of our operations.

We incorporated on September 10, 2018, and we have no revenues to date. We have a limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve, maintain profitability, positive cash flow is dependent upon the completion of this offering, and our ability to generate revenues through sales of our intended service.

There is substantial doubt as to our ability to continue as a going concern. We have incurred significant operating losses since our formation and expect to incur significant losses in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability the PunchFlix product portfolio. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our business and may cause us to go out of business.

The PunchFlix business will be located at Mr. Joseph Collins’ current offices provided with free of charge. The facility located at 11705 Willake St. Santa Fe Springs, CA 90670 where we conduct most of our daily operations.

We are a new company with a limited operating history and we face a high risk of business failure that could result in the loss of your investment.

We began creating PunchFlix in October 2017, and however we did not incorporate until September 10, 2018, in the State of Delaware as a for-profit company, and an established fiscal year of September 30. We have generated no revenues from business operations. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. To meet our need for cash we are attempting to raise money from this offering. Even if we can raise enough money through this offering to commence operations, we cannot guarantee that once operations begin, we will stay in business after doing so. If we are unable to successfully attract subscriber and viewers, we may quickly use up the proceeds from this offering.

From inception, our business operations have primarily been focused on evaluating content and producers of content, nurturing relationships, and developing our business plan. We anticipate the cost of approximately $21,500 in accounting and attorney fees on the costs of preparing and filing this Offering Circular. We have generated only no revenue from business operations.

The proceeds from this offering will satisfy our cash requirements for up to 12 months. If we are unable turn a profit by that time, we may be forced to raise additional capital. The expenses of this offering include the preparation of this prospectus, the filing of this Offering Circular and transfer agent fees and developing the business plan.

We will generate the majority of our revenues from subscription-based fees for the online viewing of our digital movies and streaming services. Our platform will launch with 10+ TV channels and more than 400 movies on-demand. Our strategy is to expand our content and services as a movie-oriented Web portal. However, we have limited experience with this business model and the transition may be difficult. We cannot assure you that we will be able to attract users and advertisers to our Web portal. We plan to introduce several new features to our Web portal in the future, such as streaming movie trailers, access to electronic theater ticketing, other products and services related to movies.

We may encounter new and additional risks as we introduce new services and product offerings.

Each of these new services, products and markets may entail unique risks which we have limited experience in managing. We cannot assure you that we will operate any of these new businesses profitably. If we fail to anticipate or address these risks successfully, our business may be harmed. For example, if we offer movie show time listings, we must gather and provide accurate information on a consistent basis. If we seek to offer electronic movie ticketing, we must establish relationships with movie theater chains and independent theaters. Offering streaming video content may require us to develop the capacity to deliver the content over a high bandwidth connection and license the content or enter into agreements with third parties who can do so. We also may face new competitors in each of these businesses.

We are depending on our subscription business for most of our revenues and cannot assure you that this business will be profitable.

The profitability of our streaming service depends on several factors, including but not limited to:

1. widespread acceptance of the internet as a means of entertainment

2. production cost

3. the number of new subscribers to our subscription service

4. retention and customer satisfaction of existing subscribers

5. pricing of our product offerings and the sensitivity of our customers to pricing changes; and

6. fulfillment costs

If we are unable to manage successfully these risks, some of which are not under our control, we may not achieve profitability.

We may rely on promotional offers from movie and content distributors to maintain a favorable pricing for our new subscribers. If we fail to maintain our relationships with these distributors, our business and results of operations may be affected adversely.

Our future success is highly dependent on an increase in the number of subscribers to our subscription service. Most of our new subscribers will be obtained through promotional marketing campaigns with certain retailers under short-term promotional agreements. Our competitors may offer our promotional affiliates better terms or otherwise provide incentives to them to discontinue their participation in our marketing campaigns. If our promotional affiliates do not continue to participate in our marketing campaigns and promote our service in an effective manner, our subscriber retention and growth will be affected adversely. In addition, while our promotional affiliates are required to include our free trail offer, we cannot effectively control what portion the number of new subscribers. If we are not able to continue our current or similar promotional campaigns, our business, and results of operations could be harmed.

We have a limited operating history, and you should evaluate our prospects considering our early stage of development in a rapidly evolving market of digital streaming.

As of the date of this Offering Circular, we have earned no revenue. Failure to generate revenue in the future may cause us to go out of business, which could result in the complete loss of your investment.

Adverse developments in the global economy restricting the credit markets may materially and negatively impact our business.

The recent downturn in the world’s major economies and the constraints in the credit markets have heightened or could continue to heighten several material risks to our business, cash flows, and financial condition, as well as our prospects. Continued issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability of lenders to meet their funding requirements when we need to borrow. Further, in the uncertain event that a public market for our stock develops, the volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices, if at all. The current credit crisis in other countries, for example, and concerns over debt levels of certain other European Union member states, has increased volatility in global credit and equity markets. If we are unable to obtain credit or access capital markets, our business could be negatively impacted.

Our content as well as our production facility may not find acceptance with the public.

We are a new company with limited established visibility or recognition in the streaming video entertainment community. If we are not able to have our content and production facility accepted by the marketplace, we may not be able to generate revenues and our business plan may fail.

Our operating results may prove unpredictable, which could negatively affect our profit.

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control over. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from subscriptions fees, our inability to secure high-quality programs, projects, and content; the level of commercial acceptance of our content; fluctuations in the demand for our content; the amount, timing of operating costs, capital expenditures relating to expansion of our business, operations, infrastructure, and general economic conditions. If realized, any of these risks could have a material adverse effect on our business, financial condition, and operating results.

Key management personnel may leave the Company, which could adversely affect the ability of the Company to continue operations.

Because we are entirely dependent on the efforts of our sole officer and director, his departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We believe that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service.

However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key- person life insurance on our sole officer and director.

If our Company is dissolved, it is unlikely that there will be enough assets remaining to distribute to our shareholders.

In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

If we are unable to gain any significant market acceptance for our service, or establish a significant market presence, we may be unable to generate enough revenue to continue our business.

Our growth strategy is substantially dependent upon our ability to successfully market our digital streaming platform on a global level. However, our planned business model may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period. Failure of our digital streaming content to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.

Management’s ability to implement the business strategy may be slower than expected and we may be unable to generate a profit.

We anticipate that our business will grow rapidly, but we cannot assure you that our business will maintain an adequate growth rate. You should consider our business and prospects considering our limited operating history and the changes to our business that have occurred since we began operations. On November 1, 2018, PunchFlix launched streaming services with all operational capabilities. We have begun offering a Free Trial and subscriptions services on an individual basis. At the point of this filing, 270 consumers are streaming on the PunchFlix platform:

270 consumers have app downloads installed on their devices from Google Play Store.

270 consumers are undergoing a free trial period.

We expect to offer new movie-related services in the future as we continue our evolution to be among the top movies on-demand and television streaming services. Our business faces several risks and difficulties considering our early stage of operations, including the need for:

continued development of our Web portal business model;

enough new and continued development of a Movie Finder service;

accurate forecasting of the success of new service and product offerings;

capital expenditures associated with our order-management systems, computer network and Web portal; and

successful introduction of new technologies and movie delivery alternatives.

Currently, we have a history of net losses, negative cash flow, and we anticipate that we will experience net losses and negative cash flow for the foreseeable future.

We will experience significant net losses and negative cash flow. We anticipate will incur significant losses for 2019 through 2020 fiscal years. We expect to continue to incur significant operating expenses and capital outlays for the foreseeable future in connection with our planned expansion, including expenditures for:

continued promotional offers to attract new subscribers;

brand development, marketing and other promotional activities;

the continued development of our computer network, Web portal, studio management and order fulfillment systems and delivery infrastructure;

expand our operations into the development of original content;

continued development of business alliances and partnerships; and

responses to competitive developments.

As a result, we expect to continue to have operating losses and negative cash flow on a quarterly and annual basis for the foreseeable future. To achieve and sustain profitability, we must accomplish numerous objectives, including but not limited to:

substantially increasing the number of new subscribers to our service;

maintaining and increasing our subscription retention rates;

maintaining and achieving more favorable gross and operating margins; and

We cannot assure you that we will be able to achieve these objectives. In addition, because of the significant operating and capital expenditures associated with our expansion plan, our operating losses, negative cash flow are expected to increase significantly from current levels and to continue for the foreseeable future. If we do achieve profitability, we cannot be certain that we would be able to sustain or increase such profitability on a quarterly or annual basis in the future.

Our limited operating history makes financial forecasting difficult for us and for financial analysts that may publish estimates of our financial results.

As a result of our limited operating history, it is difficult to accurately forecast our revenues, gross, operating margins, number of trial subscribers converting to paid per day, other financial, and operating data. We have a limited amount of meaningful historical financial data. We base our current and forecasted expense levels on our operating plans and estimates of future revenues, which are dependent on the growth of our subscriber base. As a result, we may be unable to make accurate financial forecasts and to adjust our spending in a timely manner to compensate for any unexpected shortfalls in revenues. We believe, these difficulties in forecasting are even greater for financial analysts that may publish their own estimates of our financial results. The inability by us or the financial community to accurately forecast our operating results could cause our net losses in each quarter to be greater than expected.

Our quarterly operating results are expected to be volatile and difficult to predict based on a few factors that also will affect our long-term performance.

We expect our quarterly operating results to fluctuate significantly in the future based on a variety of factors, many of which are outside our control. These factors also are expected to affect our long-term performance. These factors include the following but not limited to:

our ability to maintain and increase subscriber retention rates, attract new subscribers at a steady rate, at a reasonable cost, and maintain new subscriber satisfaction;

our ability to manage our fulfillment processes to handle significant increases in subscribers;

our ability to improve or maintain gross margins in our existing business and in future product lines and markets;

changes to our product and service offerings, including new features on our Web portal such as theater information, and content aggregation;

changes to the product and service offerings of our competitors;

price competition;

our ability to maintain, upgrade, develop our Web portal, our internal computer systems and our fulfillment processes;

the level of use of the internet and increasing consumer acceptance of the internet for the purchase of consumer goods and services such as those offered by us;

the level of traffic on our Web portal;

10.

technical difficulties, system downtime or internet brownouts;

11.

our ability to attract new, qualified personnel in a timely manner;

12.

the dollar and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure;

13.

our ability to manage effectively the development of new business segments and markets;

14.

our ability to successfully manage the integration of operations and technology resulting from acquisitions;

15.

governmental regulation and taxation policies; and

16.

general economic conditions and economic conditions specific to the internet, online commerce and the movie industry.

In addition to these factors, our quarterly operating results are expected to fluctuate based upon seasonal fluctuations in the use of internet based streaming services. Based on our limited operating history, we expect to experience stronger seasonal growth in the number of new subscribers during the late fall and early winter months, reflecting increased of new trial offers for our streaming service. Shifts in seasonal sales cycles may occur due to changes in the economy or other factors affecting the market for our services. Due to this wide variety of factors, we expect our operating results to be volatile and difficult to predict. As a result, quarter-to-quarter comparisons of our operating results may not be good indicators of our future performance.

If we are not able to manage our growth, our operating results and ability to sustain growth could be affected adversely.

Any future expansion, internally or through acquisitions, may place significant demands on our managerial, operational, administrative and financial resources. Effective November 1, 2018, PunchFlix launched streaming services with all operational capabilities with intent to expand rapidly by the end of 2019. We anticipate, further expansion of our operations will be required to address any significant growth in our subscriber base. Management will be engaged with the oversight of the expansion. We may choose to expand our operations by:

expanding the breath of product offerings and services offered;

continuing promotional offers to attract subscribers;

expanding our market presence through relationships with third parties;

possibly expanding through the acquisition of other companies.

Customers and viewers may not accept our content. Our growth strategy is subject to significant risks, which you should carefully consider before purchasing the shares we are offering.

Although, we plan on promoting our content carefully, it may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed.

Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions, improve our creativity, technical, administrative, financial controls, and reporting systems.

If we are unable to manage our future growth, our business could be harmed, and we may not become profitable.

Significant growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the Company’s financial condition or the results of its operations.

Since inception to present, our sole officer, director, and majority shareholder Joseph Collins has paid all our start-up costs. At the time of this filing we have generated no revenues. All proceeds currently held by us are the result of the limited operations and sale of common stock to our sole officer

Competitors may enter this sector with superior infrastructure, content and backing, infringing on our customer or viewer base, and affecting our business adversely.

We have identified a market opportunity for our services. Competitors may enter this sector with a superior product. This would infringe on our customer base, having an adverse effect upon our business and the results of our operations.

Risks Related to Our Financial Condition

The enactment of the Sarbanes-Oxley Act makes it more difficult for us to retain or attract officers and directors, which could increase our operating costs or prevent us from becoming profitable.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) was enacted in response to public concern regarding corporate accountability in the wake of several accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”).

We intend to register all shares sold through this offering. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. Since the enactment of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officer, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officer, and we may need to incur additional operating costs. This could prevent us from becoming profitable.

Since we anticipate operating expenses will increase prior to earning revenue, we may never achieve profitability.

As a result of our limited operating history, it is difficult to accurately forecast our revenues, gross and operating margins, number of trial subscribers converting to paid per day and other financial and operating data. We have a limited amount of meaningful historical financial data upon which to base planned operating expenses. We base our current and forecasted expense levels on our operating plans and estimates of future revenues, which are dependent on the growth of our subscriber base. As a result, we may be unable to make accurate financial forecasts and to adjust our spending in a timely manner to compensate for any unexpected shortfalls in revenues. We believe that these difficulties in forecasting are even greater for financial analysts that may publish their own estimates of our financial results. The inability by us or the financial community to accurately forecast our operating results could cause our net losses in each quarter to be greater than expected.

If our Offering Circular is declared effective, we will be subject to the SEC’s reporting requirements and we currently do not have enough capital to maintain this reporting with the SEC.

We intend to register all shares sold though this offering. If our Offering Circular is declared effective, we will have a reporting obligation to the SEC. As of the date of this Offering Circular, the funds currently available to us will not be enough to meet our reporting obligations. If we fail to meet our reporting obligations, we will lose our reporting status with the SEC. Our management believes that if we cannot maintain our reporting status with the SEC, we will have to cease all efforts directed towards developing our company. In that event, any investment in the company could be lost in its entirety.

Risks Related to This Offering

Because there is no public trading market for our common stock, you may not be able to resell your shares.

If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC or like service is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.

Investing in our company is highly speculative and could result in the entire loss of your investment.

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish our business objectives. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all its exhibits carefully and consult with their attorney, business and/or investment advisor.

Investing in our company may result in an immediate loss because buyers will pay more for our common stock than what the pro rata portion of the assets are worth.

We have only been recently formed and have only a limited operating history with limited earnings; therefore, the price of the offered shares is not based on any data. The offering price, other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The arbitrary offering price of $10.00 per share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $10.00. This premium in share price applies to the terms of this offering. The offering price will not change for the duration of the offering even if we obtain a listing on any exchange or become quoted on the NASDAQ, OTC or like service.

We have 80,700,000 (eighty million seven hundred thousand) shares of common stock issued and outstanding. Through this offering, we intend to register 5,000,000 (five million) shares for offering to the public, which represents additional common stock. We will endeavor to sell all 5,000,000 (five million) shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $10.00 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock.

As we do not have an escrow or trust account with the subscriptions for investors, if we file for or are forced into bankruptcy protection, investors will lose their entire investment.

Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.

We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which you can make a gain on any investment with us.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will, therefore; be fewer ways in which you are able to make a gain on your investment.

In the event that our shares are traded, they may trade under $5.00 per share, and thus will be considered a penny stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

In the event that our shares are traded, and our stock trades below $5.00 per share, there is a possibility, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our common stock to resell the stock. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile, and you may not be able to buy or sell the stock when you want to.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

You may face significant restriction on the resale of your shares due to state “Blue Sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker- dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

Item 4: Dilution

The price of the current offering is fixed at $10.00 per share.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

DILUTION TABLE

Average Price Per Share

Shares Issued Total Consideration

New Investors	5,000,000	5.83%	50,000,000	98.18%	10.000

Totals:	85,700,000	100.00%	50,924,346	100.00%	0.594

Dilution per share -
			If 25% of	If 50% of	If 100% of
			Shares Sold	Shares Sold	Shares Sold

Price Per share per Offering			10.00	10.00	10.00
Book Value per share before Offering			0.011	0.011	0.011
Book Value per share after Offering			0.164	0.312	0.594
Increase in Book Value per share			0.152	0.300	0.583
Dilution per share to new investors			9.836	9.688	9.406
Dilution per share by Percentage			9.84%	9.69%	9.41%

			25.00%	50.00%	100.00%

Item 5: Plan of Distribution and Selling Shareholders

Plan of Distribution

We are offering the shares on a “self-underwritten” basis directly to shareholders through Joseph Collins, our Sole Officer and Director named herein. Mr. Collins will not receive any commissions or other remuneration of any kind in connection with his participation in this offering based either directly or indirectly on transactions in securities.

This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We will receive all the proceeds from such sales of securities and are bearing all expenses in connection with the registration of our shares. This offering will terminate upon the earlier to occur of (i) 360 days after this Offering Circular becomes effective with the Securities and Exchange Commission, (ii) the date on which all 5,000,000 shares offered to the public registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 180 days.

Mr. Joseph Collins will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

Mr. Collins is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation.

Mr. Collins will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

Mr. Collins is not, nor will he be at the time of participation in the offering, an associated person of a broker-dealer; and

Mr. Collins meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

Lock-Up Provision Investor acknowledges that the Shares are subject to a lock-up provision, and Investor is not permitted to sell, trade or otherwise dispose of the Shares for a period of 6 (six) months following the registration of the Shares with the SEC and/or FINRA.

In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the time when this Offering Circular is effective.

We will not use public solicitation and general advertising in connection with the offering until authorized to do so. The shares will be offered at a fixed price of $10.00 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering.

Selling Shareholders

There shall be no selling shareholders in this offering

	Item 6: Use of Proceeds
Total Shares Offered		5,000,000
Proceeds from Offering		$50,000,000
		If 25% of Shares Sold	If 50% of Shares Sold	If 100% of Shares Sold
Length of Operation		18 months	18 months	18 months
GROSS PROCEEDS		$12,500,000	$25,000,000	$50,000,000
OFFERING EXPENSES
Legal Fees		$180,000	$260,000	$420,000
Accounting & Auditing Fees		$64,000	$189,000	$96,000
Transfer Agent		$50,000	$148,000	$148,000

START UP EXPENSES
Production Equipment		$80,000	$560,000	$1,500,000
Information Technology		$180,000	$860,000	$1,860,000
IT Equipment		$572,000	$740,000	$1,480,000
Call Center		$48,000	$196,000	$250,000
Office Equipment		$20,000	$40,000	$600,000
Research and Development		$400,000	$800,000	$1,600,000
Training		$6,000	$58,000	$200,000
Consulting		$2,000	$500,000	$700,000
Content Inventory		$3,000,000	$4,400,000	$14,000,000
		$250,000	$250,000	$500,000
Office Lease and Utilities
Storage		$500	$2,400	$12,000
Repairs/Maintenance		$30,000	$123,000	$225,000
Travel		$2,500	$3,600	$60,000
SUB TOTAL		$4,885,000	$9,130,000	$23,651,000
OPERATING EXPENSES
General & Administrative		$1,600,000	$1,600,000	$1,200,000
Officer/Directors		$1,400,000	$1,700,000	$2,000,000
Staff Salaries		$580,000	$700,000	$1,120,000
Marketing		$2,600,000	$4,200,000	$6,709,000
Event Expenses		$80,000	$160,000	$320,000
Production		$1,355,000	$7,510,000	$15,000,000

SUB TOTAL		$7,615,000	$15,870,000	$26,349,000
TOTAL EXPENSES		$12,500,000	$25,000,000	$50,000,000

The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to reallocate portions of the net proceeds reserved for one category to another, and we will have broad discretion in doing so. Pending these uses, we intend to invest the net proceeds of this offering in short-term, interest-bearing securities.

Item 7: Description of Business

We are a new company, we incorporated in the State of Delaware on September 10, 2018, as a for-profit company with a fiscal year end of September 30. Our business and registered office is located at 11705 Willake St. Santa Fe Springs, California 90670. Our telephone number is 323-489-8119. Our E-Mail address is IR@Punchflix.com.

PunchFlix is a company devoted to creating potential innovative plans, and solutions which offers a diverse range of choices to the digital subscriber. PunchFlix plan offerings will be affordable, unique, and engaging, with first class customer service. We believe digital media, and the world is at its best when the subscriber is stimulated, enriched, enlighten, and encouraged through digital media.

We operate in a large and growing market. Paul Kagan Associates, Inc. estimates that consumers in the United States spent $25.6 billion on home video and theatrical filmed entertainment in 1999 and forecasts this spending to grow to $35.0 billion in 2004.

On April 14, 2017 Forbes reports “For the last 25 years, the internet has been challenging our assumptions about how entertainment and media work. Not that long ago, visiting movie rental chains on the Friday commute was a beloved American tradition. Today it strikes us like some quaint ritual out of the 1950s. One idea, represented by companies like Netflix, changed all of it. The idea? That movies, like television, should come to us. Now, logging into online entertainment is as much a part of Americans’ weekly routines as video rental stores once were. But could a similar idea be poised to transform sports broadcasting in 2017?

It’s a runaway train, and it’s only picking up speed. The typical American subscriber’s bill just hit a record $108 a month, prompting “end of cable” predictions. But financiers have foreseen the extinction of this outdated model for years. Writing at Bankrate in 2014, Stacy Jones consigned this “pricey, one-size-fits-all” approach to television to the dustbin of history. But what’s behind all this cable-cutting?

It’s more than just price, competition or programming. A generational shift is happening, and viewers are no longer interested in shelling out hundreds of dollars for channels they don’t watch. They also want access to their favorite programming on multiple devices, and the kind of “whenever you want, wherever you want” flexibility the internet has taught them to expect. Oh, and they hate contracts and termination fees, which (no surprise) have virtually disappeared already in the world of cellular phone carriers.”

In spite of large amounts spent on marketing, the movie industry has lacked an effective means to market movies to a targeted audience on a personalized basis. In 2016 American consumers spent 235 billion dollars in movie entertainment including theatre sales by Statista.com and other sources say of that 9.6 billion is spent on streaming services.

Our first step will be to build the infrastructure necessary to support a video-on-demand service, and our live streaming television platform. Secondly, the intent is to add artificial intelligence to enhance the subscriber viewing on the Web portal. Our desire is to continue to expand upon available content which may increase our subscriber base over time.

We intend to hire and maintain a staff of seasoned marketing, promotional, sales and advertising professionals who will tap into and expand on new and existing resources to secure producers of content; sponsors for advertising and publicity for our content.

Marketing Strategy

After we raise the 25% of the proceeds and proceeds thereafter; it is our intent to initiate a marketing strategy that will attract an initial one million subscribers. As part of the PunchFlix road map we will execute a phased approach for rolling out over 120 live streaming television channels over the next 12 months and more than 7,000 movie titles available in our video library.

We believe the following strategies and tactics will support the on-boarding and retention of one million subscribers year over year. Our advertising program will generate approximately 90% of the subscriber base for PunchFlix. The marketing channels for these programs are stated below:

Market Channels Tactics

We have multiple marketing channels through which we will attract subscribers to our service. We believe that our marketing efforts will be significantly enhanced by the benefits of word-of-mouth advertising, our subscriber referrals, and our active public relations program. We believe, the ongoing improvements we make to the subscriber experience will enhance our subscriber acquisition efforts over time.

Online Advertising

Online advertising will be a key tactic for us and will grow overtime. We plan to utilize a level-up model to build upon small marketing changes each week and measure the results. Each week we will focus on a level-up model to drive engagement to our web portal. The level-up models will consist of mass e-mail blasts, banner ads, pop-over advertisements, pop-under advertisements and on popular Web portals and other Web sites. In addition, we will have and will make Web-based banner ads and other advertisements accessible for self-use. We would like to see a 10% increment growth week-over-week, resulting in a 120% increase quarterly for online advertising.

Television and handheld electronic companies

We plan to pave the way with establishing lifetime partnership agreements with electronic companies (TV, Tablet and other hand-held devices including cell phones) requiring them to place a PunchFlix link to our service on their dashboard or home screen and offer a free trial to lead to a subscription opportunity. These efforts will lead to developing relationships with Apex Digital, JVC Corporation of America, Panasonic Consumer Electronics Company, Philips Consumer Electronics, RCA, Samsung, Sanyo-Fisher, Sharp, Sony Electronics and Toshiba.

Other Channels

We will also work on other channels to increase our subscriber base such as, our web portal enters point that focus on traffic conversion, best content pieces on social media platforms and, trailer viewing capabilities at no cost to attract potential new subscribers.

Our marketing strategy will allow us to have a flavor to provide a seamless experience to our subscriber base. The Punchflix marketing experience will be convenient, engaging, and innovative to attract a global demographic. It will not be the landscape of our original content that will keep people at home binge watching, it will be the amazing digital marketing techniques used to acquire new customers. Anyone who has PunchFlix will experience their personalization artificial intelligence for suggested content. PunchFlix is an excellent choice, it easy, desirable and entertaining.

Competition

At this time, we have not completed a thorough competitive analysis. We intend to use part of the proceeds to conduct such analysis and structure our strategy accordingly.

Employees and Employment Agreements

As of September 30, 2018, we have no employees other than Mr. Collins, our sole officer and director. Mr. Collins has the flexibility to work on our business as required to execute the strategic business plan. He is prepared to devote more time to our operations as may be required and we have an employment agreement with him.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our sole director and officer.

During the initial implementation of our business plan, we intend to hire independent consultants to assist in the development of PunchFlix, Inc.

Government Regulations

We are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations. We are subject to the laws and regulations of those jurisdictions in which we plan to offer our programming, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.

Intellectual Property

We currently hold rights to intellectual property and have filed for copyright and trademark protection for our name, channel or intended website. We have trademarked the PunchFlix logo; and any other logo we create.

Research and Development

Since our inception to the date of this Offering Circular, we have not spent any money on research and development activities.

Reports to Security Holders

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountant. In addition, we will issue unaudited interim reports to stockholders, as we deem appropriate or required by applicable securities regulations. Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20509. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

Item 8: Description of Property

Real Property

As our office space needs are limited at the current time, we are currently operating out of Mr. Collins’ office located at 11705 Willake St. Santa Fe Springs CA 90670. Mr. Collins is donating this space usage free of charge.

Item 9: Management’s Decision and Analysis of Financial Condition and Results of Operation

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

Overview

PunchFlix is a company devoted to creating potential innovative plans, and solutions which offers a diverse range of choices to the digital subscriber. PunchFlix plan offerings will be affordable, unique, and engaging, with first class customer service. We believe digital media, and the world is at its best when the subscriber is stimulated, enriched, enlighten, and encouraged through digital media.

We anticipate that the $50,000,000 we intend to raise in this offering will be sufficient to enable us to establish our company and execute our business plan, including, but not limited to securing our base of operations and any updates and/or modifications; acquiring equipment and infrastructure; hiring a strong management team and key personnel; and acquiring content by way of licensing and strategic partnerships.

PunchFlix, Inc. has entered into an asset purchase agreement with Punch TV Studios, Inc. As part of our strategy, June 15, 2018, PunchFlix, Inc. purchased the assets from Punch TV Studios, Inc. for 80,700,000 (eighty million seven hundred thousand) shares.

Plan of Operations

The company is committed to producing a digital internet entertainment streaming platform that will allow subscribers to access the platform anytime, and anywhere on any devise.

Our sole director and officer, Joseph Collins, has developed and nurtured strong personal and business relationships, inside the entertainment industry, providing a massive pool of resources from which to draw, including, but not limited to screen writers, performers, directors, and producers of content, as well as advertisers, sponsors, promoters and investors. These resources will be the primary human source and financial capital from which we will draw to develop into a global digital media platform.

We anticipate, the $50,000,000 we intend to raise in this offering will be sufficient to enable us to establish our company and execute our business plan, including, but not limited to securing our base of operations and any updates and/or modifications; acquiring equipment and infrastructure; hiring a top talent management team and key personnel; and acquiring content by way of licensing and strategic partnerships.

Once we receive our funding, we plan to achieve each milestone listed below:

Milestone 1: Month 1 to Month 6 – Infrastructure, Management and Key Personnel

Our first milestone is to complete our base of operations and to secure the management team and key employees.

Concurrently with securing our base of operations, we intend to hire our management team and key personnel. Mr. Collins will serve as Chief Executive Officer. We intend to hire a management team consisting of a Chief Financial Officer; Chief Information Officer; Chief Operations Officer; and a Vice President of Marketing / Director of Marketing. We intend to hire key personnel consisting of a Head of Information Technology; President; Sales Manager and sales staff; Program Director; Chief Editor; and Head of Program Acquisition.

We intend to hire and maintain a staff of seasoned marketing, promotional, sales and advertising professionals who will tap into and expand on Mr. Collins’ vast pool of resources to further the growth of the company.

Our intended primary revenue stream will come from subscriptions to the PunchFlix plan offerings.

Milestone 2: Month 2 to Month 6 – Television, Movie, and Production of Content

Our second milestone, once our infrastructure, management team and key employees are in place, is to begin licensing television, movie, and production content,

There exists virtually unlimited number of screen plays and television scripts – from the treatment stage to completed scripts – that tell a compelling story to a substantial target market; however, they may be too small for the major studios to consider. We intend to find the best of the best of these scripts and produce, promote and broadcast them on our cable channel to an interested audience.

We intend to assemble a team whose sole purpose it to acquire the rights to high-quality scripts and screenplays, develop these scripts and screen plays, and use our Studio to produce them into completed content for immediate broadcast.

Growth Strategy

After we raise the 25% of the proceeds and proceeds thereafter, we will move forward to execute our growth strategy. Our growth strategy shall consist primarily of licensing and strategic partnerships, i.e. joint ventures, strategic alliances, partnerships, and even possible mergers and acquisitions, and shall focus on acquiring content and content providers, and strategic marketing. The majority of our proceeds will be used to fund these transactions.

Subscriber Value Prop

We intend to increase by 20% to our massive volume of on demand movies on a quarterly basis. This should enable us to obtain our 1,000,000 subscribers’ goal.

Our competitive pricing compared to our competitors will give us the cutting edge on attracting subscribers of all demographics. We have underwriting for accurate pricing which will allow for monthly growth and retainability.

Our subscriber experience will be evaluated on a month to month basis to determine if our value proposition needs to adjust to continue growth. This will be measured by reporting trends and feedback from our subscriber base

Technology Enhancements

Bring intelligence alive by unlocking the power of data to define our growth with the subscribers.

Improve discoverability to provide a more efficient experience for the subscriber.

Advance trending capabilities with data and through subscriber feedback.

Utilizing pattern recognition software to recognize track and make recommendations of what to watch next.

Develop organic marketing and deploy gorilla tactics.

Strategic Partnership

We have entered into revenue sharing agreements with studios that lower our upfront cost of acquiring titles. We about 10,000 movies and television series in our library which will anchor our initial efforts to gain customers.

Minimize our inventory risk and increase the depth and breadth of our library.

Our subscriber base will provide studios with an additional distribution outlet for popular movies and television series, as well as niche titles and programs.

Competition

At this time, we have not completed a thorough competitive analysis. We intend to use part of the proceeds to conduct such analysis and structure our strategy accordingly.

Our business plan and allocation of proceeds will vary to accommodate the amount of proceeds raised by the sale of securities hereunder and through other financing efforts. The use of proceeds table shows an increase in funds allocated to each category of expenses under our business plan somewhat in proportion to the percentage of shares sold (whether 25%, 50%, or 100%).

We have not yet begun the development of any of our anticipated service and even if we do secure adequate financing, there can be no assurance that the marketplace will accept our content and that we will be able to generate revenues. Our sole officer and director will be responsible for the business plan development.

Results of Operations

There is limited historical financial information about us upon which to base an evaluation of our performance. We have generated no revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, most of our time has been spent refining its business plan and preparing for a primary financial offering.

Liquidity and Capital Resources

As of the date of this offering, we have generated no revenues from our business operations. We have issued or may issue 71,200,000 (seventy-one million two hundred thousand) shares of common stock to our sole officer and director Joseph Collins; and 9,500,000 (nine million five hundred thousand) shares to Punch TV Studios.

Our current cash on hand is limited. Our sole director and officer, Joseph Collins, is paying all costs associated with this offering, and shall pay any additional funds that may be required. Accordingly, we anticipate that our current cash on hand is not enough to meet the new obligations associated with being a company that is fully reporting with the SEC. However, to the extent that we do not expend the entire cash on hand on this offering, the remaining cash will be allocated to cover these new reporting company obligations, and our “Use of Proceeds” would be adjusted accordingly. Nonetheless, based on our disclosure above under “Use of Proceeds,” which is based on utilizing the entire cash on hand for this offering, we anticipate that any level of capital raised above 25% will allow us minimal operations for a twelve-month period while meeting our State and SEC required compliance obligations.

Through, March 28, 2018, we anticipate spending an estimated amount of $25,000 on the preparation and filing of this Offering Circular, which was paid by Mr. Collins, and any additional funds, we are required to spend shall also be paid by Mr. Collins, and reimbursed from the proceeds of this offering.

To date, the company has managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, the company has been able to keep our operating expenses to a minimum by operating in space owned by our sole officer.

As of the date of this Offering Circular, the current funds available to the company will not be sufficient to continue maintaining a reporting status. Management believes if the company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.

The company currently has no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

The sole director and officer have made no commitments, written or verbal, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

If the company is unable to raise the funds partially through this offering, the company may seek alternative financing through means such as borrowing from institutions or private individuals. There can be no assurance that the company will be able to keep costs from being more than these estimated amounts or that the company will be able to raise such funds. Even if we sell all shares offered through this Offering Circular, we expect that the company will seek additional financing in the future. However, the company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the company may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that the company will be required to seek protection from creditors under applicable bankruptcy laws.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions.

Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so.

The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officer and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance and have a material impact on our financial statements. Management believes that the critical accounting policies and estimates discussed below involve the most complex management judgments due to the sensitivity of the methods and assumptions necessary in determining the related asset, liability, revenue and expense amounts. Specific risks associated with these critical accounting policies are discussed throughout this MD&A, where such policies have a material effect on reported and expected financial results.

A complete listing of our significant policies is included in the notes to our financial statements for the year ended September 30, 2018.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates are based on historical experience, management expectations for future performance, and other assumptions as appropriate. We re-evaluate estimates on an ongoing basis; therefore, actual results may vary from those estimates.

Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

Item 10: Directors, Executive Officers and Significant Employees

The table below sets forth our directors and executive officers of as of the date of this Offering Circular

Name Position Age Terms of Office Approximate Hours Per Week

Joseph Collins Chief Executive Officer 55 Inception to Present As required

Chairman of Board

All addresses shall be considered 11705 Willake St, Santa Fe Springs, CA 90670

At the present time there are no other directors, officers or key/significant employees

JOSEPH COLLINS, SOLE OFFICER AND DIRECTOR|

Mr. Joseph Collins is our qualified founder and has served as our sole officer and director since our inception. Joseph is no stranger to the Media industry. Joseph brings to PunchFlix over 38+years of experience in the area of Media. Joseph will remain the CEO of Punch TV Studios, and Urban Television Network, Inc (URBT). He worked for 26 years for a diverse range of organizations, including, WVTV Milwaukee in the Research and Development Department, KHPY Radio, Continental Cable, and Northrop Aircraft.

Joseph specializes in leadership, venture capitalist, coaching, entrepreneurial training, and relationship building. He’s able to successfully take his humble beginnings and turn those experiences into opportunities to help himself and others including both independent producers and aspiring/up and coming talent. Joseph, with all of his skills and technical abilities, has a passion for helping people reach their full potential. Joseph received high accolades from President Barack Obama by being awarded the Lifetime Achievement Award in Media.

Prior to creating PunchFlix Inc, Mr. Collins was CEO of Punch TV Studios, best known for original and creative content that appeals to a diverse audience, which become one of the fastest growing networks in the nation. Punch Television Network became accessible in fifty-two (52) million homes in the course of 18 months under Joseph’s guidance and leadership. Joseph has turned his grassroots business approach and his childhood dream into a television network that rivals the largest multi-media companies in entertainment. See the successful achievement award from the California Legislative Assembly named Joseph “Entrepreneur of the Year” in 1996. As a trailblazer in business and the world of entertainment. He also won many other awards and accolades. He was most notably recognized by United States Senator Dianne Feinstein who congratulated him on his excellence in entrepreneurship, superior leadership, dedication, and perseverance. After accomplishing many of his goals, Joseph continues to strive for greatness in broadcasting and media.

As being a CEO, he has the wherewith to oversee a company and the ability to raise over five million dollars in capital funding with trusted investors. His entrepreneurial vision coupled with economic responsibility has shown to be a proven track record for Joseph. Under his leadership, growth was achieved with a many of his roles within and outside of PunchFlix.

Transforming the way media is viewed has been the true cornerstone of Joseph’s vision. He has poured his heart and soul into PunchFlix from day one. Joseph’s commitment to success has given him the ability to face any obstacle with a mindset of, out-of-the box thinking for meaningful solutions. He operates in a notion of excellence in everything he establishes inside and outside of PunchFlix. Believing in community investment is at the top of his radar, so much so, the Punch Foundation has been birthed to further his community investment vision. Joseph is a leader and a collaborator at all levels which has guided PunchFlix along the path to deliver a top performing digital streaming company to the marketplace. The ability to make quick and insightful decisions is a given talent for him, while moving at an accelerated pace.

Many people and experiences have influenced Joseph’s role in the television world - J.W. Witt, former CEO of WVTV in Milwaukee, Wisconsin; William Paley, founder of CBS; Michael Eisner, former CEO of Disney; and John Malone and Ted Turner, the cable industry’s trailblazers. These men have truly inspired Joseph and helped to keep him focused on achieving his dream of owning and operating a successful television network. This dream has since become a reality.

In 2012, Punch Television Network entered a merger with IC Places to form IC Punch Media. Mr. Collins remained with IC Punch Media until May of 2013, and which time he began planning his dream for Punch TV Studios.

With the production of over 600 TV commercials and countless television shows to his credit, Joseph Collins has received extensive praise and recognition for his vision and leadership.

Joseph’s expertise with helping advanced, as well as not so advanced investors realize the importance of investing to provide long term resources and security to any investor. Being passionate about investing, and all its possibilities, Joseph provides the right caddice to help any investors.

Having strong faith in God has brought Joseph to the level and understanding of future destiny for his career path and sustainability. Joseph’s heart for people has given him the ability to see talent in people from a far. His caring nature, and trustworthy, is a known character that has given him influence to believe all things are possible through having faith in God.

Additional Awards:

September 2017 Joseph received the Spirit Award from the Multicultural Motion Picture Association

Item 11: Compensation of Directors and Executive Officers

Name (1)	Capacities in which Compensation was Received (2)	Cash Compensation	Other Compensation	Total Compensation

Joseph Collins	Chief Executive Officer Chairman of the Board	$250,000 (3)	$0	$250,000

1	All addresses shall be considered 11705 Willake St., Santa Fe Springs, CA 90670.
2	We reimburse our officers and directors for reasonable expenses incurred during their performance and for extraordinary services; however, we do not compensate our directors for attendance at meetings. We have no long-term incentive plans.

3	Mr. Collins shall not receive compensation until enough funds have been raised in this offering.

Item 12: Security Ownership of Management and Certain Beneficial Owner

The following table sets forth information regarding beneficial ownership of our common stock as of September 10, 2018 and as adjusted to reflect the sale of shares of our common stock offered by this Offering Circular, by:

	Each of our Directors and the named Executive Officers;
	All our Directors and Executive Officers as a group; and

	Each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock
	All other shareholders as a group

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person's spouse. Percentage of beneficial ownership before the offering is based on 80,700,000 (eighty million seven hundred thousand) shares of common stock that are outstanding as of September 10, 2018. Unless otherwise noted below, the address of each person listed on the table is c/o PunchFlix, Inc, 11705 Willake St. Santa Fe Springs CA. 90670

	Shares Beneficially Owned Prior to Offering		Shares Beneficially Owned After the Offering
Name and Position of Beneficial Owner	Number	Percent	Number	Percent
Joseph Collins	71,200,000	88.20%	71,200,000	83.08%
Punch TV Studios	9,500,000	11.80%	9,500,000	11.09%

Item 13: Interest of Management and Others in Certain Transactions

Related Party Transactions

The Company’s Chairman of the Board of Directors and Chief Executive Officer Joseph Collins owns the majority of the issued and outstanding controlling shares of PunchFlix Inc. Consequently, this shareholder controls the operations of the Company and will have the ability to control all matters submitted to stockholders for approval, including, but not limited to:

Election of the Board of Directors

Removal of any Directors

Amendments to the Company’s Articles of Incorporation or bylaws;

Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

Thus, Mr. Collins will thus have complete control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer for the Common Stock.

Lease of Facility

As our office space needs are limited at the current time, we are currently operating out of Mr. Collins’ office located at, 11705 Willake St. Santa Fe Springs CA. 90670. Mr. Collins has donated this space usage free of charge.

Employment Agreements

On June 15, 2018, the Company entered into an employment agreement with Joseph Collins, who will serve as the Company’s Chief Executive Officer and Chairman of the Board of Directors. Mr. Collins shall receive a salary of $250,000 per year. Collins shall maintain at least a minimum fifty percent controlling interest in PunchFlix, even in the event that PunchFlix issues new shares of any type of stock. It may be necessary to create another class of stock that will give Mr. Collins super voting rights. However, currently, we only have one class of stock, which is “Common Stock”.

Equity Transactions

The company has issued to the Joseph Collins a total of 71,200,000 (seventy-two million two hundred thousand shares) and issued 9,500,000 (nine million five hundred thousand shares) to Punch TV Studios as a company in exchange for cash paid in capital, and equipment valued at $890,175 (eight hundred ninety thousand one hundred seventy-five dollars). These shares were issued as part of the asset purchase agreement.

Asset Purchase Agreements

On June 15, 2018, the PunchFlix entered into an Asset Purchase Agreement to purchase certain the assets of Punch TV Studios.

The company has issued to the Joseph Collins a total of 71,200,000 (seventy-one million two hundred thousand shares) and has issued 9,500,000 (nine million five hundred thousand shares) to Punch TV Studios as a company in exchange for cash paid in capital, and equipment valued at $890,175 (eight hundred ninety thousand one seventy-five dollar). These shares were issued as part of the asset purchase agreement.

Directors of the Company control 70 percent of the voting shares of the Company. A few of the key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over these companies.

The terms and condition of the Asset Purchase Agreement were no more favorable than those available, or which might reasonably be expected to be available, in similar transactions with non-key management personnel related companies on an arm’s-length basis.

We allocate the purchase price of acquired assets and business combinations accounted for under the acquisition method of accounting to tangible and identifiable intangible assets acquired based on their respective fair values to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include equipment, furniture, fixture and autos. We utilize various estimates, processes and information to determine the fair cost of the assets. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods.

If the purchase is deemed to be the acquisition of assets and not a business acquisition, the assets acquired are recorded at cost.

The shareholders of Punch TV Studios in a special meeting voted to sale the company’s assets to PunchFlix, Inc. Mr. Joseph Collins who is the CEO of PunchFlix and Punch TV Studios is the company’s largest shareholder declined to vote on this matter. By majority, the shareholders voted to ratify the Asset Purchase Agreement at the special meeting in 2018. The special meeting allowed for the voice of the shareholders to remain the primary decision-maker in this matter.

Punch TV Studios is not the parent company, nor the sister company to PunchFlix.

Future Transactions

All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party. A majority of the independent, disinterested members of our Board of Directors will approve future affiliated transactions, and we will maintain at least two independent directors on our Board of Directors to review all material transactions with affiliates.

Item 14: Securities Being Offered

General

Our authorized capital stock consists of 1,000,000,000 (one billion) shares of common stock, par value $0.001 per share, of which 80,700,000 (eighty million seven hundred thousand) shares that have been issued and outstanding as of September 10, 2018. We have no preferred stock. Under general state corporation laws, the holders of our common stock will have limited liability pursuant to which their liability is limited to the amount of their investment in the company. The company is offering 5,000,000 (five million) shares of common stock in the company at $10.00 (ten dollar US) per share. No solicitation or acceptance of money or other consideration, nor commitment, binding or otherwise, from any investor will be accepted until we receive a qualification statement.

Common Stock

Voting Rights. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders. Delaware law provides for cumulative voting for the election of directors. As a result, any shareholder may cumulate his or her votes by casting them all for any specific director nominee or by distributing them among two or more nominees. This may make it easier for minority shareholders to elect a director.

Dividends. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor as well as any distributions to the shareholders. The payment of dividends on the common stock will be a business decision to be made by our board of directors from time to time based upon results of our operations and our financial condition and any other factors that our board of directors considers relevant. Payment of dividends on the common stock may be restricted by loan agreements, indentures and other transactions entered by us from time to time.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all our assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock.

Absence of Other Rights or Assessments. Holders of common stock have no preferential, preemptive, conversion or exchange rights. There is no redemption or sinking fund provisions applicable to the common stock. When issued in accordance with our articles of incorporation and law, shares of our common stock are fully paid and not liable to further calls or assessment by us.

Ira S. Viener

Certified Public Accountant

INDEPENDENT AUDITOR’S REPORT

To: Joseph Collins, President

PunchFlix, Inc.

I have audited the accompanying balance sheet of PunchFlix, Inc. for the period ended October 31, 2018. This financial statement is the responsibility of the Company’s management. My responsibility is to express an opinion on the financial statement based on my audit.

I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PunchFlix, Inc. as of October 31, 2018 for the period then ended in conformity with generally accepted accounting principles.

/s/ Ira S. Viener, CPA

March 28, 2019

1275 Fifteenth Street Suite 12J, Fort Lee, NJ 07024 Tel: (917) 647-2947 Email: iviener@nj.rr.com

FINANCIAL STATEMENTS

PunchFlix, Inc.

Financial Statements

and

Accountant’s Report

October 31, 2018

PunchFlix, Inc.

Table of Contents

Page

Independent Auditor’s Report 1

Balance Sheet 2

Notes to Financial Statement 3

PUNCHFLIX, INC.

NOTES TO FINANCIAL STATEMENTS

October 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPAL BUSINESS ACTIVITY:

Principal Business Activity

PUNCHFLIX, INC. (“PFLIX” or the Company) was organized on September 10, 2018 under the laws of the State of Delaware. PFLIX was formed to provide web broadcasting to subscribers that pay a monthly fee. The Company’s fiscal year-end is August 31.

Equipment

Equipment is recorded at cost or contributed value. The value of equipment contributed was assessed by an independent third party at net book values (net of accumulated depreciation). Major additions and improvements are capitalized. The cost and related accumulated depreciation of equipment retired or sold are removed from the accounts and any differences between the non-depreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Depreciation for the equipment is computed using the Straight-Line method over the useful life of the assets – generally 5 to 7 years.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount many not be recoverable, in accordance with ASC Topic 360, “Property, Plant and Equipment.” An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds it fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

Revenue Recognition

The Company has not, to date, generated any revenues. The Company plans to recognize revenues in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1)

Ira S. Viener, CPA

PUNCHFLIX, INC.

NOTES TO FINANCIAL STATEMENTS

October 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AND PRINCIPAL BUSINESS ACTIVITY CONT’D:

persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple Element Arrangements (“ASC 605-25”). ASC 605-35 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company’s financial position and results of operations was not significant.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from the estimates.

Taxes on Income

The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes”, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carry amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.

Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainly in Income Taxes. The ASC clarifies the accounting

PUNCHFLIX, INC.

NOTES TO FINANCIAL STATEMENTS

October 31, 2018

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AND PRINCIPAL BUSINESS ACTIVITY CONT’D:

For uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Fair Value of Financial Instruments

The Company’s financial instruments as defined by Accounting Standard Codification subtopic 825-10, Financial Instrument (“ASC 825-10”) include cash and loans receivable. All instruments are accounted for on a historical basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2018.

Concentration and Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

Impact of New Accounting Standards

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Range of

2. PROPERTY, PLANT & EQUIPMENT Lives in Value at

Years 10-31-18

Audio Equipment 5 $ 48,236

Broadcasting Equipment 5 1,057,116

Camera Equipment 5 193,231

Production Equipment 5 90,325

Computers & Software 5 79,015

Total Fixed Assets $ 1,467,923

Less: Accumulated depreciation (567,791)

Net Fixed Assets $ 890,175

PUNCHFLIX, INC.

NOTES TO FINANCIAL STATEMENTS

October 31, 2018

3. COMMITMENTS

Legal

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent

uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business. The

Company currently is not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

4. SUBSEQUENT EVENTS

Management has evaluated subsequent events through October 31, 2018, the date of the financial statement was available to be used. The Company is in the process of issuing an Initial Public Offering in May 2018, which should significantly capitalize the Company to be able to add staff and start significant projects to generate income. Management is not aware of any other significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

Ira S. Viener, CPA

PUNCHFLIX, INC.

BALANCE SHEET

October 31, 2018

10-31-18

ASSETS

Current Assets:

Cash $ -

Total Current Assets $ -

Fixed Assets:

Depreciable assets, net of

Accumulated depreciation 890,175

Total Assets $ 890,175

LIABILITIES & SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts Payable $ -

Total Current Liabilities $ -

Shareholders’ Equity

Investment by Punch TV Studios, Inc. $ 914,389

Retained earnings ( 24,214)

Total shareholders’ equity $ 890,175

Total Liab. & Shareholders’ Equity $ 890,175

PART III INDEX TO EXHIBITS

Item 17 .		Description of Exhibit
2.1		Articles of Incorporation
2.2		Bylaws
4.1		Subscription Agreement
6.1		Employment Agreement for Joseph Collins
6.2		Asset Purchase Agreement
12.1		Opinion of Counsel
15.1		[Additional Exhibits]

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Fe Springs, State of California, on March 28, 2019

PunchFlix, Inc.

By: /s/ Joseph Collins

Joseph Collins

Chief Executive Officer

This Offering Circular has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Joseph Collins

Chairman, Board of Directors

March 28, 2019

Joseph Collins

Principal Accounting Officer Principal Financial Officer

Chief Executive Officer

EX1A-2A CHARTER 3 corporatecharter.htm PUNCHFLIX CORPORATE CHARTER PunchFlix Corporate Charter

GRAPHIC 4 ex21.jpg GRAPHIC begin 644 ex21.jpg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

~~~~~~Ira S. Viener~~~~~~

CERTIFIED PUBLIC ACCOUNTANT

1275 Fifteenth Street, Suite 12J

Fort Lee, New Jersey 07024

Tel: 917-647-2947

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

March 28, 2019

TO THE BOARD OF DIRECTORS

PunchFlix, Inc.

I consent to the use in this Post-Qualification Offering Statement Amendment on Form 1-A of PunchFlix, Inc. of my report dated March 28, 2019, relating to my audits of the financial statements, which is part of this Post-Qualification Offering Statement Amendment, and to the reference to me and my firm under the captions “Experts” and “Selection Financial and Other Data” in such Post-Qualification Offering Statement Amendment.

Signature,



/s/ Ira S. Viener

Ira S. Viener

March 28, 2019
EX1A-12 OPN CNSL 6 punchflix-legalopinion.htm PUNCHFLIX OPINION OF COUNCIL PunchFlix Legal Opinion
THE LAW OFFICES OF

THOMAS C. COOK

ATTORNEY AND COUNSELOR AT LAW

1980 FESTIVAL PLAZA DRIVE., SUITE 530

LAS VEGAS, NEVADA 89135

(702) 524-9151

tccesq@aol.com

April 3, 2019

To: Board of Directors, PunchFlix, Inc.

Re: Registration Statement on Form 1-A (the "Registration Statement")

Ladies and Gentlemen:

The Law Offices of Thomas C. Cook has acted as legal counsel for PunchFlix, Inc., a Delaware corporation (the “Company”), in connection with issuance and potential sale on of shares of the Company’s Common Stock (the “Shares”) by public offering as registered with Securities Exchange Commission of the United States of America, the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.)  This Opinion Letter is delivered pursuant the requirements of Regulation A (17 CFR 230.251 et seq.).

A. Documents Examined:

We have examined the following documents (the “Documents”):

i.   the Certificate of Incorporation of the Company, as amended to date, certified by the Delaware Secretary of State as of September 10^th, 2018 and certified to us by the principal officer of the Company, as being complete and in full force and effect as of the date of this opinion letter;

ii.   the Bylaws of the Company, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

iii.   Chief Executive Officer Employment Agreement, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

iv.   Assets of Punch TV Studios, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

v.   Board of Directors Resolutions Approving Employment, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter;

vi.   PunchFlix Shareholder Resolutions, certified to us by the officer of the Company as being complete and in full force and effect as of the date of this opinion letter; and

vii.   a Good Standing Certificate with respect to the Company, issued by the Delaware Secretary of State on September 10^th, 2018;

B. Certain Assumptions:

We have assumed, for purposes of the opinions set forth below, that:

(a) The information provided by the Company pursuant to Regulation A (17 CFR 230.251 et seq.).  in connection with the offer and sale of the Shares is accurate and complete;

(b) The Company’s representations to us that the Company and its agents have made no offer to sell the Shares by means of any general solicitation or in connection with the publication of any advertisement relating to such an offer, and no offer or sale of the Shares has been made or will be made in anywhere such offer or sale would be contrary to applicable law are accurate and complete;

(c) The representations and warranties made by the Company and all prior purchasers of the Company’s securities given in connection with the sale of such securities are accurate and complete;

(d) The Company is not disqualified from relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and provided by Regulation A (17 CFR 230.251 et seq.)

C. Opinion:

Based on the foregoing, and subject to the qualifications set forth in Section E (“Certain Qualifications”) below, we are of the opinion that:

1. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware, and the Company is eligible to transact business in its headquarters State of California and any other state of the United States of America.

2. The Company has the corporate power to enter into and perform its obligations under each of the Documents.

3. The Company’s authorized capitalization consists of (a) 1,000,000,000 shares of Common Stock.

4. 80,700,000 shares that may be issued and outstanding. The issued and outstanding shares of Common Stock are: i.  legally and validly issued, ii. fully paid, and iii. non-assessable.

5. The 5,000,000 Shares to be issued by public sale shall be:

    i. legally and validly issued,

    ii. fully paid for in the normal course business, and iii. non-assessable.

.6. The sale and issuance of the Shares by the Company by public sale, shall NOT:

i.  violate the Certificate of Incorporation;

ii. Company Bylaws;

7. The sale and issuance of Shares will NOT result in a breach of or constitute a default by the Company under any internal agreements, but excluding (i) financial covenants and similar provisions therein requiring financial calculations or determinations to ascertain compliance or (ii) provisions relating to the occurrence of a “material adverse event” or “material adverse change” or words or concepts to similar effect;

8.  The sale and issuance of Shares will NOT violate any judgment, order or decree applicable to the Company of any court or arbitrator within the jurisdiction of the Securities Exchange Commission of the United States of America or

9. Based on, and assuming the accuracy of, the representations of each of the principal officer, and Board of Director the Shares and the examined documents the proposed Shares qualify for exemption status pursuant to the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.).

D. Confirmation:

We are not representing the Company in any action or proceeding that is pending, or overtly threatened in writing by a potential claimant, that seeks to enjoin the transaction or challenge the validity of the issuance of Company Shares.

E. Certain Qualifications:

Our opinions are limited to the federal law of the United States, and the Delaware General Corporation Law but in each case only to laws that in our experience are typically applicable to transactions of the type exemplified the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.). We express no opinion with respect to compliance with any law, rule or regulation that as a matter of customary practice is understood to be covered only when an opinion refers to it expressly. Without limiting the generality of the foregoing and except as specifically stated herein, we express no opinion on local or municipal law, antitrust, unfair competition, environmental, land use, antifraud, tax, pension, labor, employee benefit, health care, margin, privacy, insolvency, fraudulent transfer, antiterrorism, money laundering, racketeering, criminal and civil forfeiture, foreign corrupt practices, foreign asset or trading controls, or investment company laws. We express no opinion on any securities laws except as expressly stated in Section C (“Opinions”). The law covered by this opinion letter is referred to herein as the “Covered Law.”

Our opinions are subject to the following additional qualifications:

1. Our opinions are subject to (a) bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally; and (b) general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law.

2. Where a statement is qualified by “to our knowledge” or any similar phrase, that knowledge is limited to the actual knowledge of lawyers currently in this firm who have been involved in representing the Company the issuance Shares pursuant to the Securities Act of 1933 – Small Businesses, as amended, and Regulation A (17 CFR 230.251 et seq.). Except as otherwise expressly indicated, we have not undertaken any independent investigation to determine the accuracy of any such statement, and no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company.

3. We advise you that, on statutory or public policy grounds, waivers or limitations of the following may not be enforced: (i) broadly or vaguely stated rights, (ii) the benefits of statutory, regulatory or constitutional rights, (iii) unknown future defenses, and (iv) rights to one or more types of damages.



4 The opinions above relating to the fully paid status of all of the issued shares of capital stock of the Company are based, without independent verification, on the representation in the principal Officer to the effect that the Company has received the consideration in the amount and form approved by the Company’s Board of Directors prior to the issuance of each outstanding share of capital stock of the Company.

5. With respect to the equity capitalization opinion set forth in Section C (“Opinions”), please note that we do not maintain any of the Company’s stock records. Such records are maintained by the Company and we do not have any control over the procedures used by the Company for issuing and transferring shares of the Company’s capital stock. Accordingly, in giving the equity capitalization opinion, we have relied without further investigation on:

(a) the Certificate of Incorporation,

(b) the Bylaws,

(c) resolutions Board of Directors, and stockholders of the Company delivered to us by the Company for the purposes of giving this opinion, and

(d) our review of the stock records of the Company maintained by the Company.

We have not undertaken to verify the accuracy and completeness of that information other than by reviewing the documents. Accordingly, our opinion on the number and character of issued and outstanding securities means that, based upon the examination referred to above, the Capitalization Records are consistent with the information as to the number and character of outstanding securities that is set forth in Section C (“Opinions”).

6. We express no opinion as to whether the members of the Company’s Board of Directors or officers have complied with their fiduciary duties in connection with (a) the fiduciary duties of majority stockholders, or (b) the rights of minority stockholders with respect to issuance of Shares.

This Opinion Letter may be relied on solely by potential purchasers of shares for use in evaluating the legality of the Shares by PunchFlix Inc., a Delaware corporation.  This Opinion Letter may not be relied on by any other party or for any other purpose without our prior written consent.

Sincerely,

                                                                                      /s/ Thomas C. Cook

Thomas C. Cook, Esq.
EX1A-2B BYLAWS 7 punchflix-bylaws.htm PUNCHFLIX CORPORATE BYLAWS PunchFlix Bylaws
BY-LAWS

OF

PUNCHFLIX, Inc.

Incorporated September 10, 2018, under the laws of the State of Delaware

PunchFlix started with the inception phase in October 2017

ARTICLE I – OFFICES

The registered office of the corporation shall be at:

PunchFlix, Inc.

11705 Willake St.,

Santa Fe Springs, California 90670

The registered agent in charge thereof shall be:

A Registered Agent, Inc.

1521 Concord Pike STE 303

Wilmington, DE 19803

ARTICLE II -- STOCKHOLDERS' MEETINGS

SECTION 1. Annual Meeting: The annual meeting of the stockholders shall begin each year if not a legal holiday, and if a legal holiday. If the annual meeting for election of directors is not held on the date designated therefore, the directors shall cause the meeting to be held as soon thereafter as convenient. The stockholders meeting shall only be held if there is pertinent business before them, this is the discretion of the board.

SECTION 2: Special Meetings: Special meeting of the shareholders may be called at any time by the president. Such meeting shall be held not less than ten, nor more than thirty days.

SECTION 3: Place of Meetings: All meetings of the stockholders shall be held at the registered office of the corporation in this state or at such place, either within or without Delaware, as may be selected from time to time by the Board of Directors.

SECTION 4. Notice of Meetings: Notice of any meeting, stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Chairman of the Board, the President, and or Chief Executive Officer.

SECTION 5: Adjourned Meetings: If a meeting is adjourned to another time or place, notice needs be given of the adjourned meeting if such announcement is made at the meeting at which the adjournment is taken. If the adjournment is for more than thirty days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall then be given to each stockholder of record entitled to vote at the meeting. At an adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

SECTION 6: Quorum: A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy at any annual or special meeting of shareholders, shall constitute a quorum. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. 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 noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 7: Voting Proxies: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. All proxies shall be filed with the Secretary of the meeting before being voted upon.

SECTION 8: List of Stockholders: The secretary or other officers who has charge of the stock ledger of the corporation shall prepare and make available before every meeting of the stockholder, a complete list of the stockholders entitled to vote at the meeting.

ARTICLE III – DIRECTORS

SECTION 1. GENERAL POWER: The business and affairs of this corporation shall be managed by the Chief Executive Officer. The board member currently one, and may expand to seven over the next five years. The directors need not be residents of this state or stockholders in the corporation. They shall be elected by the stockholders at the annual meeting of stockholders of the corporation, and each director shall be elected for the term of one year, and until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal. All directors must be approved by the majority of stockholders.

SECTION 2. Regular Meetings: Regular meetings of the Board shall be, at least held quarterly, at the registered office of the corporation, or at such other time and place as shall be determined by the Board.

SECTION 3. Special Meetings: Special Meetings of the Board may be called by the Chairman on 2 days’ notice to each director, either personally or by email, phone, mail, fax or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.

SECTION 4. Quorum: A majority of the total number of directors shall constitute a quorum for the transaction of business.

SECTION 5. Election of Directors: Elections of the directors of the corporation shall be by written ballot. Such slate shall be approved by the majority of the shareholders.

SECTION 6. Conference Telephone: One or more directors may participate in a meeting of the Board, or a committee of the Board or of the stockholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting.

SECTION 7. Compensation: Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance at each regular or special meeting of the Board provided, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

SECTION 8. Removal: Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that when cumulative voting is permitted, if less than the entire Board is to be removed, no director may be removed without cause if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election

of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

ARTICLE IV – OFFICERS

SECTION 1. The executive officers of the corporation shall be chosen by the directors and shall be a Chairman, President, Secretary and Chief Financial Officer. The Board of Directors may also choose a one or more Vice Presidents and such other officers as it shall deem necessary. Any number of offices may be held by the same person.

SECTION 2. Salaries: Salaries of all officers of the corporation shall be fixed by the Board of Directors.

SECTION 3. Term of Office: The officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

SECTION 4. Chairman: The Chairman shall preside at all meetings of the stockholders and directors; he shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the Chairman, to any other officer or officers of the corporation. He or she shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He or she shall be EX- OFFICIO a member of all committees.

SECTION 5. President: The President shall attend all sessions of the Board. The President shall be the Chief Executive Officer of the corporation; he or she shall have general and active management of the business of the corporation, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation.

SECTION 6. Secretary: The Secretary shall attend all sessions of the Board and all meetings at the stockholders and act as clerk thereof and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose and shall perform like duties for all committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he or she shall be. He or she shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

SECTION 7. Chief Financial Officer: The Chief Financial Officer 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 keep the moneys of the corporation in separate account to the credit of the corporation. He or she shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the corporation.

ARTICLE V– VACANCIES

SECTION 1. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although not less than a quorum, or by a sole remaining director. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of stockholder, may call a special meeting of stockholders in accordance with the provisions of these By- Laws.

SECTION 2. Resignations Effective at Future Date: When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

ARTICLE VI -- CORPORATE RECORDS

SECTION 1. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.

The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.

ARTICLE VII -- STOCK CERTIFICATES & DIVIDENDS

SECTION 1. The stock certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the President. Stock Certificates will be assigned electronically.

SECTION 2. Transfers: Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefore, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.

SECTION 3. Lost Certificate: The corporation may issue a new certificate of stock in the place of any certificate theretofore signed by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his or her legal representative to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, 'theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 4. Record Date: In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or the express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

If no record date is fixed:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stock- holders shall be at the close of business on the day next preceding the day on which notice is given, --or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTIOB 5. Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by the statute and the Certificate of Incorporation.

SECTION 6. Reserves: Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE VIII -- MISCELLANEOUS PROVISIONS

SECTION 1. Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

SECTION 2. Fiscal Year: The fiscal year of the corporation shall begin on the first day of October and end on the last day of September in each year.

SECTION 3. Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the email, mail, by fax, or by telegram, charges prepaid, to his or her address appearing on the books of the corporation or supplied by him or her to the corporation for the purpose of notice. If the notice is sent by email, mail, fax or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, faxed or with a telegraph office for transmission to such person or by email Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of stockholders, the general nature of the business to be transacted.

SECTION 4. Waiver of Notice: Whenever any written notice is required by statute, or by the Certificate or the By-Laws of this corporation a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of stockholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 5. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him or her, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as

a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his or her future compensation payments until the amount owed to the corporation has been recovered.

SECTION 6. Resignations: Any director or other officer may resign at any time, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.

SECTION 7. Corporate Seal: The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words:  Corporate Seal, State of Delaware or something similar that properly represents the corporation.

ARTICLE IX -- ANNUAL STATEMENT

SECTION 1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.

ARTICLE X -- AMENDMENTS

SECTION 1. These By-Laws may be altered or repealed, and new by-laws made, by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of that purpose.

EX1A-4 SUBS AGMT 8 punchflix-subscription.htm PUNCHFLIX SUBSCRIPTION AGREEMENT PunchFlix Subscription Agreement
PUNCHFLIX INC.

Subscription Agreement

&

Investor Questionnaire

CONFIDENTIAL

Presented by:

PunchFlix, Inc.

11705 Willake Street

Santa Fe Springs, California 90670

Telephone: 323-489-4119

SUBSCRIPTION AGREEMENT

PUNCHFLIX, INC.

A Delaware Corporation

This Subscription Agreement (“Agreement”) by and between PunchFlix, Inc. (“Punch” or “Company”), located at 11705 Willake Street, Santa Fe Springs, CA. 90670 and (“Investor”):

Name: ____________________________________________________________________

Address: __________________________________________________

Telephone: ________________________________________________

SSN:             ________________________________________________

Collectively, PunchFlix and Investor shall be referred to as the “Parties” and each as the “Party.”

WHEREAS PunchFlix is a production studio seeking private investors in the Company;

WHEREAS Investor is not an accredited investor as defined by Section 501 of Regulation D, and is desires to purchase shares in the Company in accordance with section 251(d)(2)(i)(C) of Regulation A;

WHEREAS PunchFlix and Investor desire to enter into an agreement where Investor will purchase from PunchFlix, and PunchFlix will issue to Investor certain shares of Company under the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the Parties do agree and establish as follows:

1. Subscription

At the price of $10.00 (ten dollar US) per share, Investor hereby agrees to purchase and accept ________________

(________________) shares of Company (“Shares”) for a total investment of $________________ dollars US).

2. Acceptance

Before this subscription for Shares is considered, the Investor must complete, execute and deliver to the authorized agent for the Company the completed and signed Investor Questionnaire. With respect to the acceptance of the subscription, Investor acknowledges that:

·      This Subscription is irrevocable, and, upon acceptance by the Company, shall be binding on the heirs, executors, administrators, successors and assigns of the Investor;

·      This subscription may be rejected in whole or in part by the Company in its sole discretion. In the event that this Subscription is rejected by the Company, all funds and documents tendered by the Investor shall be returned;

·      This Subscription shall be deemed accepted by the Company only when this Subscription Agreement is signed by the Company and/or its authorized agents;

·      Subscriptions need not be accepted by the Company in the order in which subscriptions were received;

·      The Subscription is not transferable or assignable by the Investor.

·      If the Investor is more than one person, the obligations of the Investor shall be joint and several and the representations and warranties shall be deemed to be made by and be binding on each such person and his heirs, executors, administrators, successors and assigns.

3. Registration of Shares

3.1 Registration. Investor understands and acknowledges that the Shares are currently not registered with the SEC in accordance with the Securities Act of 1933 (the “Act”). PunchFlix agrees, and as a condition to the investment in accordance with this Agreement, to register the Shares with the SEC and/or FINRA no later than 180 (one hundred eighty) calendar days following the execution of this Agreement at an estimated price of $10.00 per share.

3.2 Completion of Registration. PunchFlix estimates that registration should take no longer than 60-90 calendar days from the date of filing with the SEC and/or FINRA; however, PunchFlix can make no guarantees regarding the time to complete the registration, as this is dependent on numerous factors solely under the control of the SEC and/or FINRA.

3.3 Disclosure. PunchFlix shall provide to Investor a digital copy (in PDF or HTML format) of the prospectus for PunchFlix contained in the Form 1-A filed with the SEC. Investor is encouraged to read the prospectus thoroughly and consult with his attorney, investment advisor and/or accountant before making any investment in PunchFlix.

3.4 Limitation on Transfer of Offered Shares. Investor acknowledges and agrees that he/she is aware that there are substantial restrictions on the transferability of the Shares. Because the Shares are not presently registered pursuant to the provisions of the Act, Investor agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Shares until the Shares have been registered, or unless such sale is exempt from such registration pursuant to the provisions of the Act. Investor further acknowledges and agrees that the Company has no obligation to assist Investor in obtaining any exemption from any registration requirements imposed by applicable law. Investor also acknowledges and agrees that he shall be responsible for compliance with all conditions on transfer imposed by a Securities Administrator of any state, province or territory and for any expenses incurred by the Company for legal and accounting services in connection with reviewing such a proposed transfer and issuing opinions in connection therewith.

4. Lock-Up Provisions

Investor acknowledges that the Shares are subject to a lock-up provision, and Investor is not permitted to sell, trade or otherwise dispose of the Shares for a period of 6 (six) months following the registration of the Shares with the SEC and/or FINRA.

5. Acknowledgements by Investor

The Investor understands and acknowledges that:

·   Investor has been advised to consult Investor’s own attorney concerning the Company and to consult with independent tax counsel regarding the tax considerations of participating in the Company.

·   The books and records of the Company will be reasonably available for inspection by the Investor and/or the Investor’s representatives, if any, at the Company’s place of business.

·   The offering is exempt and has not been registered under the Securities Act of 1933, as amended (the “Act”).

·   Neither the Securities and Exchange Commission nor any other federal or state agency has passed upon the Shares or made any finding or determination concerning the fairness of this investment and no such agency has recommended or endorsed the Shares.

·   Since the Shares have not been registered under the Act or registered or qualified under any state law, a purchaser of Shares must bear the economic risk of investment for an indefinite period of time because the Shares will bear a restrictive legend and may not be sold, pledged, or otherwise transferred in the absence of an effective registration or qualification under federal and applicable state law or an opinion by counsel to the Company that such registration or qualification is not required.

·   The Investor will not make any sale, transfer, or other disposition of Shares except in compliance with the Act and its Rules and Regulations and applicable state law.

6. Confidentiality

6.1 Confidential Information. The Parties acknowledge that the terms and conditions set forth in this Agreement are deemed “Confidential Information.” Further, either Party, on its own accord, may deem other information as Confidential Information, and that Party does not require approval or authorization from the other Party for the information to be deemed Confidential Information.

6.2 Non-Disclosure of Confidential Information. Except as may be required by law, and except as provided in this Article, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party.

6.3 Limitations. The Parties agree that the confidentiality and non-disclosure requirements of this Agreement are limited to Confidential Information; and that the existence of this Agreement and Investor’s investment in PunchFlix are not deemed Confidential Information, and may be disclosed, made public and promoted at the discretion of the Parties.

6.4 Exceptions to Disclosure. Investor may disclose any Confidential Information to his outside attorney, accountant, auditor or investment advisor only to the extent necessary to permit evaluation of the investment, and the performance of the necessary or required tax, accounting, financial, legal, or administrative tasks and services. Investor shall hold such attorneys, accountants, auditors and investment advisors to the same level of confidentiality as provided in this Agreement, and Investor shall be liable for any and all damages, monetary or otherwise, as a result of any unauthorized disclosure of Confidential Information by his attorney, accountant, auditor and investment advisor.

6.5 Remedies. Other than disclosure in accordance with paragraphs 6.3 and 6.4, should any Party make any unauthorized disclosure of any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of the Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, monetary or otherwise, as the result of the other Party’s unauthorized disclosure of Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of any Confidential Information, the prevailing party shall be entitled to recover its court costs, expert witness fees, reasonable attorney’s fees and expenses.

7. Representations, Warranties, and Covenants of the Investor.

The Investor represents and warrants as follows:

7.1 Investor and Investor’s representatives, if any, have been furnished all materials relating to the Company and its proposed activities, the offering of Shares or anything that they have requested, and have been afforded the opportunity to obtain any additional information and ask all questions concerning the Company and the Shares necessary to verify the accuracy of any representations or information provided by the Company and to understand any additional matters Investor believes are necessary to evaluate the investment and associated risks.

7.2 Neither Investor nor Investor’s representatives, if any, have been furnished any offering literature other than that provided by the Company, and Investor and Investor’s representatives, if any, have relied only on the information furnished or made available to them by the Company or its authorized agent.

7.3 Investor has not disclosed any information furnished or made available to Investor by the Company or Investor’s authorized agent to anyone other than Investor’s lawyer, accountant, or other financial advisors; no one except such advisors have used this information and Investor has not made any copies of it.

7.4 Investor has carefully reviewed and understands the risks of, and other considerations relating to, a purchase of Shares.

7.5 The Company and its authorized agents have answered all inquiries that Investor and Investor’s representatives, if any, have put to it concerning the Company and its proposed activities, and all other matters relating to the Company, the offering and sale of the Shares.

7.6 Investor is aware that Investor's proposed investment in the Company is speculative and involves significant risks, which may result in the loss of that investment, or a portion thereof.

7.7 Investor has received no representation or warranties in making his investment decision.

7.8 Investor, if an individual, is at least twenty-one (21) years of age.

7.9 Investor, if an individual, is now a bona fide citizen of the United States of America and a bona fide resident of the state set forth below and the address and Social Security number or federal tax identification number set forth below are his true and correct residence and Social Security number or federal tax identification number. Investor has no current intention of becoming a resident of any other state or jurisdiction. If Investor is a corporation, partnership, trust or other form of business organization, Investor represents and warrants that Investor was formed pursuant to the laws of the State of California, and the Investor's principal place of business is within such state, and that the Investor was not organized for the purpose of acquiring the Shares.

7.10 Investor hereby represents and warrants that Investor's is not an “accredited Investor,” as defined by the provisions of Rule 501 of Regulation D, and, therefore, the total purchase of Offered Shares shall not exceed 10 % of the greater of such purchaser's: (1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§230.501)); or (2) Revenue or net assets for such purchaser's most recently completed fiscal year end if a non-natural person

7.11 Investor has adequate means of providing for Investor’s current needs and possible personal contingencies and has no need in the foreseeable future for liquidity in Investor’s investment. Investor is able to accommodate the economic risks of the purchase of the Shares, has sufficient let worth to sustain a loss of this investment in the Company, or portion thereof, in event such loss should occur.

7.12 Investor’s commitment to all tax-sheltered investments is reasonable in relation to Investor’s net worth.

7.13 Investor is obtaining the Shares for Investor’s own account (or for a trust account if the Investor is a trustee) for investment purposes in a manner which would not require registration or qualification pursuant to the provisions of the Securities Act of 1933, as amended (“Act”), or any state Blue Sky Law. Investor is not obtaining these Shares with a view or intention to resell or distribute the same, and has no present intention, agreement, or arrangement to divide Investor’s participation with others or to resell, assign, transfer, or otherwise dispose of all or any part of the Shares for which the Investor has subscribed.

7.14 Investor understands that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has made any finding or determination relating to the fairness of any purchase of the Shares and that neither the Securities and Exchange Commission nor any Securities Administrator or similar person of any state or province has or will recommend or endorse a purchase of the Shares.

7.15 Investor has been advised that Shares must be held indefinitely unless (i) distribution of Shares is subsequently registered for resale under the Act or (ii) in the opinion of counsel acceptable to the Company, some other exemption from registration under the Act is available.

7.16 Except as set forth below, all of the information concerning Investor’s financial position and business experience that Investor has provided to the Company in the Investor Questionnaire completed by Investor, is correct and complete as of this date, and if there should be any material change in such information prior to the acceptance of this subscription by the Company, Investor will immediately furnish the revised or corrected information to the Company.

7.17 Investor is not relying on the Company nor any of its officers, managers, directors, controlling persons, agents, attorneys, accountants, employees or shareholders for independent legal, accounting, financial, or tax advice in connection with Investor’s evaluation of the risks and merits of investment in the Company and the consequences to Investor if such an investment.

8. Indemnification. Investor acknowledges that Investor understands the meaning and legal consequences of the representations, warranties, and covenants specified in Article 7 of this Agreement and that the Company has relied on such representations, warranties, and covenants, and hereby agrees to indemnify the Company, its officers, managers, directors, controlling persons, agents, attorneys, accountants and employees harmless from and against any and all loss, damage, liability, cost, or expense incurred on account of or arising out of a breach of such representation, warranty or covenant.

Investor consents to the indemnification of the Company, its officers, managers, directors, controlling persons, agents, attorneys, accountants and employees to the extent such indemnification is lawful, and in accordance with the terms and conditions of the by-laws.

9. Limitation on Transfer of Offered Shares. Investor acknowledges and agrees that Investor is aware that there are substantial restrictions on the transferability of the Shares. Because the Shares are not presently registered pursuant to the provisions of the Act, Investor agrees not to sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Shares until the Shares have been registered, or unless such sale is exempt from such registration pursuant to the provisions of the Act. Investor further acknowledges and agrees that the Company has no obligation to assist Investor in obtaining any exemption from any registration requirements imposed by applicable law. Investor also acknowledges and agrees that Investor shall be responsible for compliance with all conditions on transfer imposed by a Securities Administrator of any state, province or territory and for any expenses incurred by the Company for legal and accounting services in connection with reviewing such a proposed transfer and issuing opinions in connection therewith.

10. Compliance with Act. Investor understands and agrees that the following restrictions and limitations are applicable to Investor’s purchase and any sale, transfer, assignment, pledge, hypothecation or other disposition of Offered Shares pursuant to Section 4 (2) of the Act and Rule 505 of Regulation D promulgated pursuant thereto:

(a) Investor agrees that the Shares shall not be sold, pledged, hypothecated or otherwise disposed of unless the Shares are registered pursuant to the Act and applicable state or other applicable securities laws or are exempt therefrom.

(b) A legend in substantially the following form has been or will be placed on any certificate(s) or other documents evidencing the Shares:

(c) Stop transfer instructions to the transfer agent of the Company have been or will be placed with respect to the Shares so as to restrict the sale, transfer, pledge, hypothecation or other disposition thereof, subject to the further terms hereof, including the provisions of the legend set forth in subparagraph (b) above.

(d) The legend and stop transfer instructions described in subparagraphs (b) and (c) above will be placed on any new certificate(s) or other documents for transfer.

11. Financial Information. Investor has previously been furnished an Investor Questionnaire (Exhibit “A”), which has been completed and executed by Investor and the information contained therein remains true and correct in material aspects.

12. Choice of Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California except as to the manner in which Investor elects to take title to Shares, which shall be construed in accordance with the Laws of the state of his principal residence.

13.   Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing to the names and addresses set forth on the first page of this Agreement.

Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail, or mailed, if mailed by certified or registered mail, return receipt requested, or sent by Fed Ex, overnight mail, or a similar service. If otherwise mailed, the notice shall be deemed given as of the earlier of the fourth business day after mailing or actual receipt.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND HAVE NOT BEEN REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 AS AMENDED ("ACT") AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON THE EXEMPTIONS SPECIFIED IN SECTION 4(2) OF THE ACT AND REGULATION A PROMULGATED PURSUANT THERETO. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT UPON DELIVERY TO THE COMPANY OR ITS TRANSFER AGENT OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OR ITS TRANSFER AGENT OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY OR ITS TRANSFER AGENT TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED PURSUANT THERETO. UPON REGISTRATION, THE SHARES SHALL BE SUBJECT TO A LOCK-UP PERIOD, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF 6 MONTHS FOLLOWING THE REGISTRATION OF THE SHARES.

IN WITNESS, the parties have executed this Agreement on Date _________ Year ________

Agreed to and accepted

PunchFlix, Inc. Investor

________________________________

By: Joseph Collins

By: _____________________________

Exhibit “A”

INVESTOR QUESTIONNAIRE

PUNCHFLIX, INC.

A Delaware Corporation

PUNCHFLIX, INC, a Delaware Corporation ("Company"), will use the responses to this questionnaire to qualify prospective purchasers of its Shares for purposes of federal and state securities laws.

If the answer to any question below is "none" or "not applicable," please so indicate. Your answers will be kept confidential; however, by signing this questionnaire, you agree that the Company may present this questionnaire to any person it deems appropriate to establish the availability of exemptions from registration pursuant to state and federal securities laws.

1.           Name : _______________________________________

2.           Residence address: _____________________________________________________________

3.           Home telephone: _______________________________________________________________

4.           Date of birth: ________________

5.           Social security number:  ______________________________

6.           United States citizen:                                                      Yes                      No

If no, country of citizenship: ________________

7.           Occupation: ___________________________________________________________________

8.           Number of years: _____________

9.           Present employer: ______________________________________________________________

10.           Position/Title: __________________________________________________________________

11.           Business address: ______________________________________________________________

12.           Business telephone: ________________

13.           Business facsimile: ________________

14. Each state and foreign country in which you have maintained your principal residence during the past three years, and the dates during which you resided in each:

________________________________________________________________

________________________________________________________________

15. Are you registered to vote in, or do you have a driver's license issued by, or do you maintain a residence in any other state or country?

Yes           No

16. Do you reasonably expect that either your own income from all sources during the current year will exceed $200,000 or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000?

Yes           No

17. Percentage of your income anticipated to be derived from sources other than salary:

________________________________________________________________

18. Was your yearly income from all sources during each of the last two years in excess of $200,000 or was the joint income of you and your spouse (if married) from all sources during each of those years in excess of $300,000?

Yes           No

19. Will your net worth as of the date you purchase the Offered Shares, together with the net worth of your spouse, be in excess of $1 million?

Yes           No

20. a. Is your investment in the Company in excess of 10% of your annual income?

Yes           No

If yes, please specify the percentage of your income you are investing in the Company _____%

        b. Is your investment in the Company in excess of 10% of your total net worth?

Yes           No

If yes, please specify the percentage of your total net worth you are investing in the Company ____%

21. If you have any existing personal or business relationship with the Company or any of its officers, directors or controlling persons, please describe the nature and duration of each relationship:

________________________________________________________________

________________________________________________________________

________________________________________________________________

22. Are you purchasing the Offered Shares for your own account and for investment purposes only?

Yes           No           If no, please specify for whom you are investing and the reason for investing:

________________________________________________________________

________________________________________________________________

________________________________________________________________

23. In evaluating this investment, will you use the services of any of the following advisors? If so, please identify, providing address and telephone number:

Accountant:

________________________________________________________________

________________________________________________________________

Attorney:

________________________________________________________________

________________________________________________________________

Licensed investment adviser:

________________________________________________________________

________________________________________________________________

24.           Anticipated amount of subscription: _________________________________________________

26. Indicate type of ownership in which securities will be held: [Please consider carefully. Once your subscription is accepted, any change in the form of title constitutes a transfer of the Membership interest and will therefore be restricted by the terms of the by-laws and result in additional costs to you. Subscribers should seek the advice of their attorneys in deciding in which of the forms they should take ownership of the Shares. Because different forms of ownership can have varying gift tax, estate tax, income tax, and other consequences, depending on the State of the investor’s domicile and his or her particular personal circumstances]

* Individual Ownership (one signature required)

* Joint Tenants with right of survivorship and not as tenants in common (both or all parties must sign)

* Community Property (One signature required if interest held in one name, i.e. managing spouse; two signatures required if interest held in both names)

* Tenants in common (both or all parties must sign)

SIGNATURE PAGE TO INVESTOR QUESTIONNAIRE

In signing below, you acknowledge that the information provided in this questionnaire is true and correct in all material respects and that you understand that the Company and its counsel are relying on the truth and accuracy of that information in reliance on the exemption contained in Regulation A. You agree to notify the Company promptly of any changes in the foregoing information that occur before the investment.

Executed at _________________________________, on ________________, Year _____________

Investor:____________________________________________________

EX1A-6 MAT CTRCT 9 assetpurchaseagreement2018.htm PUNCHFLIX MATERIAL CONTRACT PunchFlix Asset Purchase Agreement
ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made on June 15^th, 2018 by and between Punch TV Studios, Inc., a Delaware Corporation, (the “Seller”) and Punch Flix, Inc., a Delaware Corporation (the "Purchaser"). The parties are referred to singularly as “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller owns and operates an entertainment and television production studio and broadcasting company (the “Business”);

WHEREAS, Seller has agreed to sell and Purchaser has agreed to purchase substantially all of the assets of the Business, upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS

SECTION 1. Sale Of Assets

1.1               Assets. Subject to the other provisions of this Agreement, as of the Closing Date, defined in Section 2, Seller shall sell, convey, transfer and assign to Purchaser, free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever, all of the Seller's right, title and interest in and to the assets of the Business, as set forth on Exhibit A, attached hereto and made a part of this Agreement, which includes but is not limited to assets such as furniture, fixtures, inventory, customer lists, equipment, telephone numbers, all intangible rights, including but not limited to all goodwill in or arising from the Business as a going concern (collectively, the “Assets”).

1.2       Account Receivables.

(a) Seller will retain and be responsible for collecting on all account receivables for products delivered and services provided to customers prior to and at Closing (“Retained A/R”). Purchaser will purchase and be responsible for collecting on all account receivables for products delivered and services provided to customers after Closing.

(c) All account receivables for products sold but not yet delivered and services partially provided to customers prior to and at Closing will be prorated between Seller and Purchaser. The prorated amount between Seller and Purchaser will be calculated by Purchaser based on the percentage of work completed by Seller and Purchaser, respectively, in connection with the product sold and delivered, and the services rendered. Each party will be responsible for collection the portion of the account receivables allocated to that party. Seller’s prorated portion of the account receivables is included in the definition of “Retained A/R”.

SECTION 2. Closing Date

The closing of the purchase and sale provided for herein (the "Closing Date") will take place at any location agreed to by the parties on September 30^th, 2018 Administrative costs associated with Closing this transaction will be shared equally between the Seller and Purchaser. The Parties will be responsible for their respective legal and professional fees associated with this purchase and sale unless otherwise indicated in this Agreement.

SECTION 3. Consideration And Payment

3.1               Purchase Price. The total purchase price (the "Purchase Price") for the Assets shall be $948,651.00

SECTION 4. Assumption Of Liabilities

4.1               Seller agrees to pay all outstanding invoices, balances, accounts payable and any and all other obligations due and owing on or before the Closing Date. After the Closing Date, Purchaser shall assume and agrees to pay and perform on any and all liabilities incurred by the Business after the Closing Date that the Purchaser has assumed (“Assumed Liabilities”).

4.2               All other liabilities and obligations shall be discharged and promptly paid by Seller as they become due and shall in way inure or transfer to the Purchaser.

SECTION 5. Documents And Other Instruments To Be Delivered On The Closing Date

5.1               Seller’s Obligations. Seller agrees to deliver (or cause to be delivered) to Purchaser on the Closing Date:

(a) a duly executed Bill of Sale conveying the Assets to Purchaser;

(b) a duly executed Affidavit of Title that such Assets are being conveyed free and clear of all liens, charges, encumbrances, debts, obligations and liabilities whatsoever;

(c)    any and all assignments, certificates and other instruments of transfer, with full warranty of title, as may be necessary or desirable to transfer all of Seller's right, title and interest in and to all of the Assets to Purchaser, free of all liens or claims; and

5.2               Purchaser’s Obligations. Purchaser agrees to deliver to Seller on the Closing Date:

(a) To deliver Common Stock in the amount of 80,700,000 shares to Punch TV Studios in which 71,200,000 shares divided to Joseph Collins and 9,5000,000 shares to Punch TV Studios

SECTION 6. Seller's Representations And Warranties

Seller hereby represents and warrants as follows, which representations and warranties shall survive the Closing Date:

6.1               Organization and Good Standing. Seller is a corporation duly organized, validly existing

and in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California.

6.2               Authority Relative to this Agreement. Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated in this Agreement.

6.3               Binding Obligation. This Agreement is the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms.

6.4               No Conflict. The signing and delivery of this Agreement by Seller and the performance by Seller of all of Seller’s obligations under this Agreement will not:

(a)   conflict with Seller’s articles of incorporation or operating agreement / bylaws;

(b)   breach any agreement to which Seller is a party, or give any person the right to accelerate any obligation of Seller;

(c) violate any law, judgment, or order to which Seller is subject; or

(d) require the consent, authorization, or approval of any person, including but not limited to any governmental body.

6.5               Broker or Finder’s Fee. Seller has not incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in connection with this Agreement or the transaction. If Seller has incurred or will incur such a broker or finder’s fee, the parties agree that Seller will be solely responsible for payment of any such fee or commission.

6.6               Title. Seller has good and marketable title to all the Assets, free and clear of any liens, mortgages, pledges, security interests, and other encumbrances of any kind.

6.7               Compliance with Laws. Seller has complied with all applicable city, state, and federal laws, ordinances, regulations, and rules with respect to the conduct of its operations, and has not received

any notice or notices (whether written or oral) of violations of any such statutes or regulations which have not been cured.

6.8               Litigation. There are no actions, suits, proceedings or investigations pending or threatened against or affecting Seller, the Assets, or the Business.

6.9               Employees. Seller understands that Purchaser will retain only Seller’s employees set forth on Exhibit C after the Closing Date. Each of Seller's employees will sign an at-will employment agreement with Purchaser on or before the Closing Date. Prior to the Closing Date, Seller will not, without Purchaser’s prior written authorization, materially change any employee’s employment agreement, increase the rate of compensation, or terminate employment. – This clause is dependent on employees being part of the deal

6.10           Finances. The financing statements for the Business, including but not limited to statements and balance sheets, fairly present the results of operation and the financial condition of the Business, and have been prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements properly reflect all assets and liabilities as then in existence, including but not limited to any accounts receivable.

6.11           Contracts. Seller has canceled any and all contracts between it and any other party, and has delivered proof of those cancellations to Purchaser. Seller warrants that there are no contracts, agreements, licenses, or other commitments and arrangements in effect as of the Closing Date, including but not limited to all customer contracts. There are no existing disputes or grounds for dispute under any such cancelled contracts and no act, event, or omission has occurred that, whether with or without notice, lapse of time, or both, would constitute a material default under such cancelled contracts.

6.12           Assets; Inventory. As of the Closing Date, all of the tangible Assets are in good operating order, condition, and repair, ordinary wear and tear excepted, and are suitable for use in the ordinary course of the Business. All inventory is of usable and saleable quality and includes no material amount of obsolete or discontinued items or items that cannot be used by Purchaser in the ordinary course of the Business.

6.13           Conduct of Business. Seller has operated the Business in the ordinary course consistent with past practices and there has been no adverse material change in the Business. Seller has not accrued debts on behalf of the Business or disposed of any assets of the Business, other than those debts accrued in the ordinary course of business.

6.14           Taxes. All tax returns of every kind (including returns of real and personal property taxes, intangible taxes, withholding taxes, and unemployment compensation taxes) relating to the Business that Seller was required to file in accordance with any applicable law have been duly filed, and all taxes shown to be due on such returns have been paid in full.

6.15           Disclosure. No representation, warranty, or statement made by Seller in this Agreement or in any Exhibit to this Agreement contains or will contain any untrue statement or omits or will omit any fact necessary to make the statements contained herein or therein not misleading. Seller has disclosed to Purchaser all facts that are material to the financial condition, operation, or prospects of the Business, the Assets, and the Assumed Liabilities.

SECTION 7. Purchaser's Representations And Warranties

Purchaser hereby represents and warrants as follows, which representations and warranties shall survive the Closing Date:

7.1               Organization and Good Standing. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware and is qualified to transact business in the State of California.

7.2               Authority Relative to this Agreement. The execution and performance of this Agreement by Purchaser has been duly and validly authorized by all necessary action on the part of Purchaser. Purchaser has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

7.3               Binding Obligation. This Agreement is the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.

7.4               Broker or Finder’s Fee. Purchaser has not incurred any liability or obligation – whether contingent or otherwise – for a brokerage commission, a finder’s fee, or any other similar payment in connection with this Agreement or the transaction. If Purchaser has incurred or will incur such a broker or

finder’s fee, the parties agree that Purchaser will be solely responsible for payment of any such fee or commission.

SECTION 8. Covenants of Seller Prior to the Closing Date

Seller agrees that prior to the Closing Date, Seller will:

8.1               continue to operate the Business in its usual and ordinary course and in substantially the same manner as presently conducted and consistent with the past practices of Seller, in accordance with all applicable city, state, and federal laws, ordinances, regulations, and rules, and will use its best efforts to preserve its business organization and continued operation of its business with its customers, suppliers, and others having a business relationship with Seller;

8.2               not assign, sell, lease, or otherwise transfer or dispose of any of the Assets used in the performance of its business, whether now owned or hereafter acquired, except in the ordinary course of business;

8.3               maintain all the Assets in their present condition, reasonable wear and tear excepted, and maintain the inventory at levels as normally maintained in the ordinary course of business;

8.4               notify Purchaser promptly of any material change or loss in the business prospects, financial condition, assets, liabilities, or operations of the Business;

8.5               provide reasonable access for Purchaser and Purchaser’s representatives to the Business, including but not limited to the property, personnel, books, papers, records, clients, and suppliers relating to its operations, assets, and liabilities, on an as needed basis in order to complete a due diligence investigation (but only for this purpose) to the sole satisfaction of the Purchaser and Purchaser’s representatives;

8.6               remove any assets from the premises not purchased under this Agreement, although Seller may take up to thirty (30) days following the Closing Date to fully comply with this Section 8.6;

8.7               perform all of Seller’s liabilities and obligations under all contracts to which Seller is a

party;

8.8               refrain, and will cause the Seller’s officers, members, managers, or employees, and any banker, lawyer, accountant, or other agent to refrain from initiating negotiations with third parties relating to the purchase and sale contemplated in this Agreement;

8.9               cancel all existing contracts and agreements with any parties; and

8.10           notify Purchaser of any breach by Seller of any representation, warranty, or covenant in this Agreement.

SECTION 9. Covenants of Seller After the Closing Date

Seller agrees that after the Closing Date, Seller will:

9.1               will make all filings, give all notices, and transfer all accounts that Purchaser is required to make and give to close the transaction contemplated in this Agreement (understanding however that all accounts receivable of the Business prior to the Closing Date shall be retained by Seller);

9.2               assist in transferring the accounts that may need to be transferred to Purchaser; and

SECTION 10. Conditions to Purchaser’s Closing Date Obligations

Purchaser’s obligation to close this transaction and purchase the Assets is subject to satisfaction, in Purchaser’s reasonable discretion, of the following conditions:

10.1           Purchaser obtaining all licenses, approvals, permits, and waivers from the public authorities necessary to authorize the ownership and operation of the Business;

10.2           a satisfactory completion, in the sole discretion of Purchaser and Purchaser’s accountants, attorneys, and other representatives, of a due diligence review and/or audit of the Business;

10.3           the Business has not suffered any material adverse change, in Purchaser’s sole discretion, in the business prospects, financial condition, assets, liabilities, or operations.

SECTION 11. Best Efforts

Each party shall use its best reasonable efforts to take all action and to do all things necessary, proper, and advisable, including obtaining all necessary approvals required to authorize the execution and delivery of this Agreement, in order to consummate and make effective the transactions contemplated by this Agreement.

SECTION 12. Taxes

Seller shall be responsible for and pay any and all sales, use, real property transfer taxes, or other taxes due and payable on and after the Closing Date arising in connection with the sale by Seller of the Assets and the acquisition thereof by Purchaser, including without limitation taxes imposed in connection with Seller, the Business, or the Assets for all taxable periods (or portions thereof) ending on or prior to the Closing Date. Seller shall remit and file such taxes, including any and all necessary returns and reports, to the appropriate governmental agency in a timely manner.

SECTION 13. Termination

13.1           Termination. This Agreement may be terminated by written notice at any time prior to or on the Closing Date:

(a) by mutual written agreement of Seller and Purchaser;

(b)   by Purchaser, in the event that there has been a material misrepresentation in this Agreement by Seller, or a material breach of any of Seller’s representations, warranties or covenants set forth herein; or

(c)    by Seller, in the event that there has been a material misrepresentation in this Agreement by Purchaser, or a material breach of any of Purchaser’s representations, warranties or covenants set forth herein.

13.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 13.1, this Agreement shall become void and of no further force and effect, without any liability or obligations on the part of Purchaser or Seller.

SECTION 14. Press Release

Purchaser and Seller will draft a press release regarding the transaction contemplated in this Agreement for distribution to customers, suppliers, and the general public that introduces and endorses Purchaser, which will be signed on the Closing Date by the parties. Any news release pertaining to the transaction contemplated in this Agreement shall be reviewed and approved by both parties prior to its release.

SECTION 15. [Intentionally Left Blank]

SECTION 16. [Intentionally Left Blank]

SECTION 17. Indemnification

17.1           Seller’s Indemnification. Seller hereby agrees to indemnify, defend, and hold Purchaser and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

(a)   Seller’s breach of the representations, warranties, covenants, or other obligations of Seller made in this Agreement or any other agreement or document relating to this transaction;

(b)   Seller’s breach of any liabilities or obligations of Seller in connection with the use, ownership, condition, maintenance, or operation of the Business or the Assets by Seller or its members on or before the Closing Date.

17.2           Purchaser’s Indemnification. Purchaser hereby agrees to indemnify, defend, and hold Seller and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:

(a)   Purchaser’s breach of the representations, warranties, covenants or other obligations of Purchaser made in this Agreement or any other agreement or document relating to this transaction;

(b)    Any liabilities or obligations of Purchaser, including the Assumed Liabilities, in connection with the use, ownership, condition, maintenance, or operation of the Business or the Assets by Purchaser after the Closing Date.

17.3           Notice of Claim. If any claim is asserted against a party that would give rise to a claim by that party against the other party for indemnification under the provisions of this Section, then the party to be indemnified will promptly give written notice to the indemnifying party concerning such claim and the indemnifying party will, at no expense to the indemnified party, defend the claim.

SECTION 18. Equitable Relief

The parties acknowledge that the remedies available at law for any breach of this Agreement by a breaching party will, by their nature, be inadequate. Accordingly, the non- breaching party may obtain injunctive relief or other equitable relief to restrain a breach or threatened breach of this Agreement or to specifically enforce this Agreement, without proving that any monetary damages have been sustained. Neither party shall require the posting of a bond prior to obtaining such equitable relief.

SECTION 19. General Provisions

19.1           Notices. All notices required under this Agreement shall be in writing, and shall be deemed duly given (a) when delivered, if delivered personally, (b) at the end of the day after deposit if sent by overnight express courier service, or (c) at the end of the third business day after deposit if sent by registered or certified mail, return receipt requested and postage prepaid, to the parties as set forth in the signature page below, or at such other address as may be supplied by similar written notice, or (d) when sent, if by email.

19.2           Amendment; Waiver. This Agreement may not be amended, nor may any rights under it be waived except by an instrument in writing signed by both parties.

19.3           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be performed wholly within such jurisdiction, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

19.4           Binding Effect. Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.

19.5           Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

19.6           Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning of this Agreement.

19.7           Expenses. All fees and expenses incurred by each party in connection with this Agreement and the transaction contemplated in this Agreement shall be borne by that party.

19.8           Survival. All provisions of this Agreement that would reasonably be expected to survive the termination of this Agreement will do so.

19.9           Attorney Fees. If any arbitration or litigation is instituted to interpret, enforce, or rescind this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney's fees and other fees, costs, and expenses of every kind.

19.10        Attachments. All exhibits and other attachments referenced in this Agreement are part of this Agreement.

19.11        Entire Agreement. This Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among the parties concerning its subject matter.

19.12        Assignment. This Agreement may not be transferred, assigned, pledged or hypothecated by either party without the prior written consent of the other party.

19.13        Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one agreement. Furthermore, this Agreement may be executed by a party's signature transmitted by facsimile or by electronic mail, and copies of this Agreement executed and delivered by means of faxed or electronic mail shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed or electronic mail as if such signatures were originals.

[Signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the day and year first written above.

Seller:

PUNCH TV STUDIOS, INC.

                                                                                                           /s/ Joseph Collins



Name: Joseph Collins

Title: Chief Executive Officer

Purchaser:

PUNCH FLIX INC.

                                                                           /s/ Joseph Collins



                                                                          Name: Joseph Collins

                                                                          Title: Chief Executive Officer

SIGNATURE PAGE
GRAPHIC 10 image_002.gif GRAPHIC begin 644 image_002.gif M1TE&.#EA[0 " '< ,2'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E "'Y I! $ + 0#M $ @ (/1(ZIR^T/HYRTVHNS3J #L! end EX1A-15 ADD EXHB 11 shareholdersresoffering.htm PUNCHFLIX SHAREHOLDER RESOLUTION PunchFlix Shareholders Resolution
SHAREHOLDER RESOLUTION

OF

PUNCHFLIX, INC.

We, the undersigned, being all the shareholders of PunchFlix, Inc, organized and existing under the laws of the State of Delaware, and having principal place of business at 11705 Willake St., Santa Fe Springs, California 90670 (the "Company"), hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Shareholders of the Company, duly held and convened on October 2, 2018.

The meeting was called to order. It was determined that a quorum was present in person, such that the meeting could conduct business, and that such resolution has not been modified, rescinded or revoked, and is at present in full force and effect.

The following shareholders were present:

Names of Shareholders Number of Shares Joseph Collins, Jr. 71,200,000

The following Shareholder:

Names of Shareholders Number of Shares to Punch TV Studios, Inc. 9,400,000

The Secretary determined and reported that notice of the meeting had been given or waived by Shareholders in accordance with the bylaws.

We do hereby consent to the adoption of the following, as if it was adopted at a regularly called meeting of the Shareholders of the Company, in accordance with the relevant state laws, and the bylaws of the Company, by unanimous consent, the Shareholders decided that:

The Company shall sell 5,000,000 (five million) shares of its common stock at a price of $10.00 (ten and no/I 00 dollars US) per share by way of a Regulation A offering. This offering shall commence immediately.

Therefore, it is resolved that:

The Company shall sell 5,000,000 (five million) shares of its common stock at a price of $10.00 (ten and no/100 dollars US) per share by way of a Regulation A offering. This offering shall commence immediately.

The Board of Directors and Officers of the Company are authorized to perform the acts to carry out this Shareholder Resolution.

/s/Joseph Collins, Jr

Joseph Collins, Jr.

Printed Name

Date: April 2, 2019

CERTIFICATION OF SECRETARY

The Secretary of the Company hereby certifies that he is the duly elected and qualified Secretary of the Company and certifies that the above is a true and correct record of the Shareholders resolution that was duly adopted by the

Company on April 2, 2019.

/s/Joseph Collins, Jr.

By: Joseph Collins, Jr.

Chief Executive Officer, chairman, Secretary

PunchFlix, Inc.

EX1A-6 MAT CTRCT 12 puncflix-employmentagreement.htm PUNCHFLIX EMPLOYMENT AGREEMENT PunchFlix Employment Agreement Joseph Collins
EXECUTIVE EMPLOYMENT AGREEMENT

Chief Executive Officer

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this 15th day of June 2018, by and between PunchFlix, Inc, a Delaware corporation with principal offices located at 11705 Willake St, Santa Fe Springs, California 90670 (“PunchFlix” or “Company”); and Joseph Collins, an individual, with principle offices located at 11705 Willake St., Santa Fe Springs, California 90670 (“Collins”). PunchFlix and Collins shall be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, PunchFlix is a Delaware corporation, in the business of live streaming channels and Video on Demand through technology;

WHEREAS, Collins is an individual possessing the education, experience and skills needed to administer and manage PunchFlix as well as the general experience needed to manage its operations, production and personnel;

WHEREAS, the board of directors of PunchFlix has determined and resolved that it is in the best interest of the Company to retain the services of Collins as Chief Executive Officer and Chairman of the Board of Directors, with all the requisite rights, duties and obligations of those position;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1.0   Duties & Responsibilities

1.1   Duties of Chief Executive Officer and Chairman of the Board. PunchFlix will employ Collins as its Chief Executive Officer (from now referred to as CEO) during the Term of this Agreement. Collins shall perform his duties and responsibilities as CEO within the framework of the vision, mission, and core values of PunchFlix, as well as the Articles of incorporation and Bylaws, of PunchFlix.  In such capacity, Collins shall exercise general supervisory responsibility and management authority over PunchFlix and shall perform such other duties commensurate with his position as may reasonably be assigned to him from time to time by PunchFlix Board of Directors. As part of his duties, Collins shall also attend those educational, academic or philanthropic conferences related to PunchFlix that Collins or the Board of Directors determine are beneficial and appropriate. Collins shall be responsible for the hiring and discharge of all PunchFlix personnel and contractors, either directly or through his designees. Collins shall also have the right and authority to contract and make other commitments on behalf of PunchFlix consistent with its goals, missions, and the confines of PunchFlix budget.  Without limiting the foregoing, Collins’ duties include but are not limited to:

1.1.1   Communicating the vision, mission and core values of PunchFix to the staff, to the community, to contributors, to governmental entities and to the public at large;

1.1.2   Acting as a positive force in the community consistent with the vision, mission and core values of PunchFlix;

1.1.3   Working with the Chairman of the Board to establish PunchFix Board of Directors' meeting agendas;

1.1.4   Providing advice and counsel to PunchFlix Board of Directors and its Committees;

1.1.5   Recruiting and managing the key (i.e., top) employees;

1.1.6   Orienting and training new and established employees;

1.1.7   Developing and evaluating Board of Director and key employees; and

1.1.8   Serving as PunchFlix spokesperson with the media.

1.2   Conflicts of Interest. Collins shall avoid conflicts, potential or real, between his own personal and financial interests and that of PunchFlix and shall comply with PunchFlix conflict of interest policy as adopted and revised by the Board of Directors from time to time. In general, Collins shall be free to engage in independent consulting relationship and pursue personal business activities unrelated to his duties at PunchFlix to the extent consistent with the conflict of interest policy and with the approval of the Board.

2.0   Consideration. In Consideration for Collins’ agreement to perform his duties as CEO in accordance with Article 1 of this Agreement, PunchFlix agrees as follows:

2.1 Common Stock. PunchFlix agrees to issue to Collins 71,200,000 (seventy-one million two hundred thousand) shares of common stock in the Company (the Stock”). PunchFlix shall issue the Stock certificates concurrent with the execution of this agreement. Collins shall maintain at least a minimum fifty percent controlling interest in PunchFlix, even in the event that PunchFlix issues new shares of any type of stock.

2.2 Salary. PunchFlix agrees to pay to Collins a salary in the amount of $250,000 per year until the Board of Directors determines future compensation based on Collins’ performance or other merit-based criteria.

2.3 Chairman of the Board of Directors. PunchFlix agrees to appoint Collins as Chairman of the Board of Directors of PunchFlix, with all requisite rights, duties and obligations of that position.

3.0   Term of Employment. Collins’ Term of Employment pursuant to this Agreement shall commence upon execution of this Agreement and shall continue for a period of 5 (five) years therefrom. Thereafter, the Term of Employment shall automatically renew for successive periods of five (5) years each.

3.1   Termination for Cause. The Board of Directors may only terminate Collins’ employment with the Company for cause. In the event Collins is terminated for Cause, the Company shall have no obligation, except as otherwise required by law, to (a) pay a salary to Collins in accordance with the provisions of Section 2.2, except for the Collins’ then applicable salary accrued through the date of such termination; and (b) provide any further benefits for the period following Collins’ termination for cause. “Cause” shall be defined as:

3.1.1   Any act or omission that constitutes a material breach by Collins of any of his obligations under this Agreement;

3.1.2   The willful and continued failure or refusal of Collins to satisfactorily perform the duties reasonably required of him as an employee of the Company;

3.1.3   Collins’ conviction of, or plea of nolo contendere to any felony or any crime involving dishonesty or moral turpitude or any other crime that could reflect negatively upon the Company or otherwise impair or impede its operations;

3.1.4   Collins’ engaging in any misconduct, negligence, act of dishonesty (including, without limitation, theft or embezzlement), or any activity that could result in any violation of federal securities laws, in each case, that is injurious to the Company or any of its Affiliates;

3.1.5   Collins’ material breach of a written policy of the Company or the rules of any governmental or regulatory body applicable to the Company;

3.1.6   Collins’ refusal to follow the directions of the Board, unless such directions are, in the reasonable written opinion of legal counsel, illegal or in violation of applicable law;

3.1.7   Any other willful misconduct by Collins that is materially injurious to the financial condition or business reputation of the Company or any of its Affiliates; or

3.1.8   Collins’ breach of his obligations under Section 1.1 of this Agreement.

3.2   Resignation by Collins. Collins may resign his employment with the Company upon 60 - (sixty) month written notice to the Board, and his date of resignation shall be considered the date on which he is no longer employed, not the date on which he gives written notice. Collins shall only be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 that has accrued up to the date of resignation; and (b) any and all benefits accrued up to the date of resignation. Collins shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after the date of resignation.

3.3   Termination without Cause. In the event that the Company terminates Collins’ employment without Cause, as defined in Section 3.1, Collins shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 10 (ten) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Collins shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.

3.4   Constructive Termination. In the event that Collins is constructively terminated, Collins shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination without Cause; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination without Cause. Collins shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination

3.5   Termination by Mutual Agreement. In the event that the Parties mutually agree to terminate the employment of Collins, regardless of the reason or reasons, Collins shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination by mutual agreement; and (b) any and all benefits for which he is entitled for a period of 5 (five) years following the date of the termination by mutual agreement. Collins shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.

3.6   Disability. In the event that Collins is forced to resign due to disability, regardless of cause unless as a result of an intentional self-inflicted injury, Collins shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of the termination due to disability; and (c) any and all benefits for a period of 5 (five) years following the date of the termination due to disability. Collins shall have no further rights under this Agreement or otherwise be entitled to receive any other compensation or benefits after such termination.

3.6.1   Self-Inflicted Disability. If such disability is as a result of any intentional self-inflicted injury, such termination shall be considered a resignation as of the date of the disability, and Collins shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2.

3.7   Death. In the event of the death of Collins, for any reason other than suicide, Collins’ next of kin shall be entitled to receive: (a) his salary and bonuses in accordance with Section 2.2 for a period of 5 (five) years following the date of his death; and (b) any and all benefits for a period of 5 (five) years following the date of his death.

3.7.1   Suicide. In the event that Collins’ death is a result of suicide, such death shall be considered a resignation as of the date of death, and Collins’ next of kin shall only be entitled to the benefits provided as a result of resignation in accordance with Section 3.2

3.8   Next of Kin. Collins shall designate his next of kin at any time during his employment with the Company, or in the alternative, designate a trust or other entity to receive his salary and benefits in the event of his death.

4.0   Confidentiality.

4.1   Confidential Information. During the performance of their duties and obligations under this Agreement, the Parties will become privileged to certain information that is classified as “Confidential Information,” including, but not limited to the terms and conditions of this Agreement; personal information regarding the Parties; and any other information that the Parties shall deem to be Confidential Information. Any Party may deem any information as Confidential Information and do not require approval or authorization from the other Party for the information to be deemed Confidential Information. Confidential Information shall not include the following:

4.1.1   Information that is or becomes publicly available other than as a result of a violation of this Agreement; or

4.1.2   Information that is or becomes available on a non-confidential basis from a source that Party is not aware to be prohibited from disclosing such information pursuant to a legal, contractual or fiduciary obligation; or

4.1.3   Information that the Party can demonstrate was legally in the possession of a third party prior to disclosure by Party to that third party.

4.2   Non-Disclosure of Confidential Information. Except as may be required by law, the Parties shall not disclose any Confidential Information to any third party without the express, written consent of the other Party. Each Party shall require all its owners, directors, managers, employees, key personnel, agents, representatives, affiliates, consultants, advisors, attorneys, accountants, contractors, and any other individual affiliated with that Party to be bound by the provisions of this Article.

4.3   Exemptions. Either Party may disclose the terms of this Agreement to its outside auditors, accountants, and attorneys, only to the extent necessary to permit the performance of the necessary or required tax, accounting, financial, legal, or tasks and services.

4.4   Remedies. Should any Party disclose any Confidential Information, the other Party shall be entitled to injunctive relief preventing further disclosure of Confidential Information, in addition to any other remedies, monetary or otherwise, available hereunder, whether at law or in equity. Any Party who sustains any damages, as the result of the other Party’s unauthorized disclosure of the Confidential Information shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief; and, in the event of litigation as a result of damages resulting from the unauthorized disclosure of Confidential Information, the prevailing party shall be entitled to recover its court costs, expert fees, reasonable attorney’s fees and expenses.

5.0   General Considerations

5.1   Authority to Enter into this Agreement. It is acknowledged that the Parties hereto confirm that they have the authority to enter into this Agreement and none are bound by any previous agreement that adversely affects this agreement.

5.2   Additional Documentation. The Parties agree to provide any additional documents, and execute as required by this Agreement to continue its full effect and performance.

5.3   Limitations. The Parties hereto agree that nothing herein shall be construed as involving any Party in the business of the other and that this Agreement is limited solely for the accomplishment of the business purposes outlined within this Agreement.

5.4   Assignment. Collins reserves the right to assign his rights under paragraph 2.1 of this Agreement to any party, provided that no conflict of interest exists; however, neither party shall assign any other rights, duties or obligations under this Agreement to any third party unless prior written consent is obtained from the other party hereto.

5.5   Binding Effect. This Agreement shall be fully and completely binding upon any owner, manager, director, employee, key personnel, representative, affiliate, advisor, contractor, successor and/or assign of the Parties.

5.6   Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be considered as an original, but all of which, when taken together, shall constitute a single complete agreement. It shall not be required that any single counterpart hereof be signed by all parties, so long as each party signs any counterpart hereof.

5.7   Acceptance: All Parties hereto specifically agree to accept a signed copy of this document, delivered by e-mail, with electronic signatures, as though it were the original. All Parties shall deem the electronic signatures affixed hereto valid and fully effective hereto.

5.8   Force Majeure: No Party shall be liable for any failure to perform its obligations in connection with any action described in this Agreement, if each failure results from any acts of God, war, civil unrest or other causes beyond any Party’s reasonable control, but excluding failure caused by the Party’s financial negligence or failure to follow through with needed and agreed to documentation to complete the effect of this Agreement.

5.9   Binding Arbitration: In the event a dispute arises, each Party agrees, relevant to any claim, to waive their rights to litigate in a court of law or equity, or to a jury trial, but rather agree their exclusive remedy is Binding Arbitration. Each Party shall bear their own costs of arbitration, but the prevailing Party shall be entitled to reimbursement of all costs, fees, and expenses (i.e. all reasonable pre- and post-award expenses of the arbitration fees for representation, travel, and out-of-pocket expenses).

5.10   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law’s provisions. The Parties agree that any legal action or proceeding by or against any Party or with respect to or arising out of this Agreement may be brought in or removed to the courts of the State of California, in and for the County of Los Angeles, or of the United States of America for the District of California.

5.11   Claims and Litigation. There are no lawsuits, threats of litigation, claims, or other demands affecting or involving any Party, whether known or unknown, arising or accruing before the date of this Agreement, that may become a liability or obligation of any other Party or adversely affect this transaction.

5.12   Headings. The headings in this Agreement are included for convenience only and shall neither effect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.

6.0   Entire Agreement. This Agreement contains the entire agreement among the Parties and no statements, promises, or inducements made by any Party or agent of any Party that are not contained in this Agreement shall be valid or binding unless agreed upon by all Parties. This Agreement may not be enlarged, modified, or altered except in writing signed by all Parties and endorsed on this Agreement or future agreements or memorandums.

7.0   Notices. All notices or other communications shall be in writing and shall be personally delivered, or, if mailed, sent to the following relevant address or to such other address as the recipient party may have indicated to the sending party in writing:

If to Punch:             PunchFlix

     11705 Willake St.,

     Santa Fe Springs, California 90670

If to Collins:            Joseph Collins

                               1201 North La Brea Ave.,

                               Inglewood, California 90302

Any such notice shall be deemed given as of the date as personally delivered, sent by fax or e-mail, or mailed, if mailed by certified or registered mail, return receipt requested, or sent by Fed Ex, overnight mail, or a similar service. If otherwise mailed, the notice shall be deemed given as of the earlier of the fourth business day after mailing or actual receipt.

IN WITNESS, the parties have executed this Agreement as of the day and year first written above:

PunchFlix, Inc.                                                        Joseph Collins

Date:   June 15, 2018                                         Date: June 15, 2018

By: /s/ Joseph Collins                              By: /s/ Joseph Collins

Chairman of the Board                                                     Joseph Collins as an individual

On behalf of PunchFlix, Inc.

EX1A-15 ADD EXHB 13 resolutionsemp.htm PUNCHFLIX EMPLOYMENT AGREEMENT RESOLUTION PunchFlix Board Resolution
BOARD RESOLUTIONS APPROVING EMPLOYMENT AGREEMENT

APPROVAL OF EMPLOYMENT AGREEMENT

PUNCHFlIX, INC.

We, the undersigned, being the Board of Directors of PunchFlix, Inc, organized and existing under the laws of the State of Delaware, and having principal place of business at 11705 Willake St., Santa Fe Springs, California 90670 (the "Company"), hereby certify that the following is a true and correct copy of a resolution duly adopted at a meeting of the Shareholders of the Company, duly held and convened on June 15^th, 2018

Be it RESOLVED, that the Board of Directors of PunchFlix, Inc. approves the terms of a proposed Employment Agreement between this corporation and Joseph Collins.

RESOLVED FURTHER, that the Officer of the PunchFlix, Inc. is/are, and each acting alone is, hereby authorized to execute and deliver on behalf of this corporation the Employment Agreement substantially in the form attached hereto as Exhibit A with such changes thereto as the person executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery thereof.

RESOLVED, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform all such acts, including execution of all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.

RESOLVED FURTHER, that any actions taken by such officer prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of PunchFlix. Inc.

Date: June 15^th, 2018

/s/Joseph Collins

Joseph Collins – Chairman of the Board

PunchFlix, Inc.	Investor




________________________________
By: Joseph Collins	By: _____________________________