Get Ready – Here’s Comes An Exciting Opportunity with Proven Management

Here comes a winner – unique company hits the US public stock market with an paralleled business model of high growth  opportunities involving Biosciences, Theme Parks and Online Gambling!

VW Win Century Inc. [Stock Symbol: “VWIN”] founder, Dato’ Seri TeikKeng Goh (“Stanley”), serves as Chairman and Controlling Shareholder, is a highly successful, industry entrepreneur, age – 41, with multiple successes across various industries. His high profile in Southeast Asia has created a large following within the investment communities. The formation of a Diversified Investment Holdings Company,renamed VW Win Century Inc. (Stock Symbol “VWIN”), which is based in Irvine, California, is the basis of Stanley’s current objective. His goal is to capitalize on his experience in various businesses, which have enjoyed above average gross margins, unique industry profiles and high plus sustaining growth opportunities.

His current holdings are in Asia, (mainly China where there are a considerable amount of poorly structured, illiquid and under-valued opportunities) and their successes are expected to drive its hyper profit business model from OTCQB to NASDAQ within 2 years. Stanley’s objective is to merge/ acquire 10 businesses, and bring them under a holding company as subsidiaries. His goal is to merge/ acquire these businesses, a stage where risks have already been financed, to raise “new” capital where necessary and provide professional management in order to create hyper profitable entities. Once these objectives are fully implemented, Stanley then intends to create separately listed, publicly-traded companies to enhance investor’s returns or to sell VWIN in its entity.

Dr. SeeKuy Tan (“Steve”) assumed the position of Chief Executive Officer of VW Win Century Inc. in 2016. His first strategic move was to acquire an OTC company; to build the business. His target is to achieve hyper profit within two years as a Diversified Investment Holding Company and up-list to the Nasdaq Stock Exchange. Steve is very well known and respected in the Direct Selling/ Network marketing space both in the US and in the Asia Pacific arena. Direct Selling listed him as one of the “Top 50 Most Influential People in Direct Selling” in 2008. The Multi-Level Marketing Association honored him with “The International Distributor of the Year” Award. In 1997, Neways International Inc., who had over 500,000 distributors worldwide at that time, named him “The  Distributor of the World”. Over the past twenty years, Steve has been a top sales, marketing, and personal development trainer and motivator. He has conducted trainings for over 100,000 distributors around the Asia-Pacific region, from Malaysia, Brunei, India, Singapore, Hong Kong, Taiwan, Indonesia, Philippines, Thailand, Korea, Japan, New Zealand, Australia and USA. Steve was conferred a Doctorate in Business Administration from the Midwest Missouri University, USA., and was appointed as an Ambassador for Peace by Universal Peace Federation for World Peace in 2006.

For Corporate Advisor, Bruce Barren’s background, see his business website: and the links thereunder for “Chairman” and “China” on the Homepage.

In September 2016, VW Win Century Inc. acquired an OTCQB company named, Flexfridge Inc., which is a current reporting and fully audited company which is both DTC and DWAC eligible. Per OTC Markets, Flexfridge Inc. changed its name to VW Win Century Inc. and its OTC symbol to VWIN, trading at $4 per share, with some 1,000 round-lot shareholders. The controlling shareholder base will grow exponentially, based on his 140,000 member followers from prior businesses.

Before the end of the year 2016, the U.S. Company will have acquired 100% of two operating companies under VW Win Century Holdings LTD. The first is a Hong Kong registered company focusing on a Sturgeon Theme Park Business. This should be completed by the end of October. One of the unique characteristics is that the Sturgeon Theme Park is the World’s First and only High-tech Sturgeon Aquaculture Theme Park. The caviar can be used in the high-end cosmetic/ skin care and medical related, bioscience stem cell industries).

The second acquisition will be Winloto PLC (a Cambodian License Lottery and Global on-line gambling business, with filed licensing opportunities in China, the Philippines and Malaysia). This acquisition should be completed by the end of November.

In a separate “password-protected” drop box further descriptive information on VW Win Century Inc. is in development and will be presented. This will include:

  1. a video of the Founder’s impressive business accomplishments;
  2. its currently invested businesses;
  3. Research Reports [as they become available ];
  4. selective industry information;
  5. an all-inclusive Business Plan, which will contain five year projections of operation where it anticipates pre-tax profits of US$25.437million in Fiscal 2017 from its combined businesses (US$2,776,040 + US$22,525,667).

Presented below are the 12 Investment Highlights:

1) Unique industries with definable high growth potential revenues  and earnings;

2) Upper quartile opportunity for investor returns;

3) Large potential shareholder potential, based upon 140,000 prior business associations;

4) Above average operating gross margins: 40+%;

5) Unlimited geographical opportunity for business expansion well beyond Southeast Asia;

6) Impressive management credentials based on prior multi- industry business experiences;

7) Immediate liquidity for investors, given the intended shareholder base and public-trading market;

8) Competitively unique industries, including being the only Sturgeon Theme Park in the World;

9) Low investment strategy since prior development costs have been incurred by prior owner;

10) No shareholder entry dollar limitation due to the fact that the company will be publicly owned;

11) Shareholder investment will be DTC and DWAC eligible; and with

12) Overseas subsidiary registrations, thus causing a lower tax base and conversely a higher cash flow for investor returns.

Beware: You Might Be The Cause For Your Capital Failure

12 Mistakes Often Made

Perhaps, one should put themselves under the microscope when then are seeking capital for here are 12 mistakes often made in the “Quest for Capital!” First and foremost, always remember that “Cash is King” – always for without it, failure might be the only option. As one of my business teachers once taught me the definition of a business: the 3 C’s – Cash, Cash and Cash for one needs it to start a business, manage a business and then one often forgets that in the final analysis you must turn your investment into Reality – make money and then exit if that is your objective or provide for its continuity if one wants to continue building his EQUITY! Without cash, the costs for success might be one’s most expensive lesson!

Second, and equally important, is the fact that one’s success in seeking Cash might be oneself – your EGO, Appearance, Commitment and Presentation! Do not come to a meeting improperly dressed and wearing your Ego on your sleeve. Listen and learn well as to why you are being denied “the Opportunity!” Further, your presentation might also be too long in content, not focused and rambling in content or just missed the Boat! Here, most people forget to crystalize what the Opportunity is – the how’s of what differentiates your from competition. Too often presenters do not have at the beginning of their presentations the Twelve Reasons, yes – 12, for that makes one think harder and not just state the typical explanations as to why one should invest.

Now, here’s comes the Challenge: Number 3 – “I versus We.” We shows a Team Approach – I shows vulnerability and dependence on one person. I also tells of one’s ability to share in the Rewards. Remember the Bill Gates/ Microsoft Story – he probably made more millionaires in seeking Success than anyone else in U.S. Corporate History and that is more than likely the reason for becoming the “world’s wealthiest man.”

Next – Number Four, the Approach. Make sure your business model makes sense yet also defines one’s capital needs with the proper supporting documentation. Yes, that means the ability to put forth and independently analysis assumptions used to create one’s Business Plan. Then, comes Number 5: the Risks Factors which lawyers always state in any Offering of Capital and sometimes include the “kitchen sink.” Here one should think “outside of the Box!” A Presenter should look at his opportunity from the other side of the table and put under the microscope as if he were investing his last penny. Number Six is where most investors request “too little capital” in order to avoid ownership dilution which oftimes is a necessary part of one’s costs. Probably, Howard Hughes had the best insight here: tell me what you need and I will multiple it by 1.5 in order to accommodate customer miscalculations (“anticipation revenues”), production problems and the ability that cash provides which is the longevity of a business.

Numbers Seven, Eight and Nine are inter-related. These include: anticipated investor returns, market investment capitalization analysis – who is in the industry and what is the range of success for results, and what are reasonable investment returns. Too often presenters oversell their opportunity here and present themselves as if the “sky has no limit!” Just remember, Number Ten, it is how an Opportunity is managed that creates the Return! Number Eleven then follows: keep your investment presentation: Simple and Stupid, the KISS Philosophy, so your audience can understand it and doesn’t have to be an Einstein to understand it.

Lastly, Number 12, if “I” invest “X”, how much do I need to invest, what is the range for my Capital Return and how soon can I get my money back – the when and Greed Factor” for everyone likes to tell how smart they were, taking home the “Bakery of Monetary Rewards.”

These are just some of the lessons that I have learn as a senior expert in the Capital Markets and becoming one of North America’s leaders in the corporate middle market in “how to be successful in seeking capital from a results oriented approach.”

Take a look at M Line Holdings, Inc., (Symbol: MLHC), an “under valued” opportunity coming through a “definable” operational turnaround , where Bruce Barren is the Chief Executive Officer, to see how the Rules of Capital have been positively implemented! Mr. Barren is also Chairman of The EMCO/ Hanover Group (

Executive compensation: is the IRS looking for you?

The IRS is challenging in court the salaries of some executives who own their companies. But such cases aren’t always airtight. Here are some surefire strategies to turn back the tax man.

Guess who’s coming to dinner? It’s the Internal Revenue Service, and amid lean times, the agency has worked up a powerful appetite. A courteous house-guest, the IRS will do the cooking. Unfortunately, its specialty is barbecue, and if the agency thinks you’re making too much money, you may find yourself turning on a spit.

Translation: The IRS is taking a harder look at ways to generate tax dollars. Executive/owner compensation is one of the many areas under scrutiny. If you are not a sub Chapter S corporation, and your executive team’s compensation exceeds 6 percent of sales, you might be waving a red flag. You also could be in jeopardy if you have not been retaining enough profits and/or paying sufficient dividends.

If you fall into either of these categories, read on. But if you’re called on the carpet, don’t despair. There are several ways to turn back the tax man. At The EMCO/Hanover Group, we maintain, for example, that compensation is reasonable if it is comparable with returns an independent investor might demand.


EMCO/Hanover became involved with a California-based company, a distributor of construction-related materials, that came before the U.S. Tax Court. The company was formed in 1977 from scratch with minimal capital by two shareholder/employees. They identified and exploited a profitable market niche not being served by competitors. Uneducated in business and computer science, they took courses in business law, computer operation and programming, and other relevant subjects. They handled all executive and management tasks themselves–including heavy manual labor and personnel training–and even computerized their business ahead of many competitors, personally installing cables, hardware, and programs. Typically they worked up to 20 hours per day, often sleeping on the floor to be ready to load shipments early the next day.

Because of their efforts and abilities, the business grew rapidly. At the end of the 1989 fiscal year, it had 36 employees and had grossed almost $12 million. Its profit margin of 30 percent handily topped the 22 percent figure of its nearest competitor.

For each of the three years in question, the company’s founder/executives received compensation equivalent to about 13 percent of sales. A fair exchange, you might think, for one’s sweat and blood. But the IRS thought otherwise, maintaining the pay exceeded the 6 percent figure the government first looks at. In fact, 13 percent even exceeds the IRS’ “hot zone” guideline of 10 percent.

Unfortunately, the company’s financial advisers should not have waited until calendar year 1991 to switch this company to a sub S status. If that had been done for the three years in question, the company could have saved in excess of the $300,000 which it already has spent defending itself. And the trial has not yet begun.

This is not a fraud case either, because nothing was hidden from the IRS. However, it can involve upward of $3 million, subject to taxes, in penalties and interest, given that the IRS has said excess compensation is approximately $1 million per year. At present, there are three years in question, with an additional three years pending.


Let’s examine how one might defend these entrepreneurs. The IRS has determined that “reasonable compensation” consists of three key elements: Payments must be purely for services rendered; it is an ultimate question of fact of the case involved (and each case turns on its own facts and circumstances); and there is no single standard to decide the question.

As such, the Tax Court interprets “reasonable” under the following eight standards of the Internal Revenue Code:

* an employee’s qualifications;

* the nature, extent, and scope of the employee’s work;

* the size and complexities of the business;

* a comparison with competitors’ gross and net incomes;

* the prevailing economic conditions;

* a comparison of salaries with distributions to stockholders;

* prevailing rates of compensation for comparable positions at comparable concerns;

* the compensation policy of the taxpayer for all employees.

When the IRS reviewed the company’s executive compensation, it automatically deemed it to be excessive. However, the IRS did not consider several basic facts.

First, survey data were used for comparative purposes. This information was not comparable because it was neither geographically nor industry-specific. No reference was made to economic conditions at the time, to the status of the industry itself, or to the wage differential, which is typically much higher for California-based executives than for their counterparts outside the state.

In addition, information gleaned from surveys is typically “volunteered” and is often unreliable unless the survey sample can be verified. Those companies that deem themselves to have high executive compensation usually will not respond to surveys, inflating the margin of error in the data.

In this case, the IRS expert’s report made no mention of local direct competitors whose executive/owners themselves never responded to the survey in question. Further, no comparison was made to actual compensation paid to competitive executives. Nor was reference made to the eight standards of reasonable compensation. The IRS also failed to compare the entrepreneurs’ compensation to actual compensation paid in relation to revenue, a prime IRS valuation method, or to “real hours” worked. (Remember, these executives kept personnel costs low by performing many functions themselves.)


Typically, IRS experts have impressive theoretical credentials, but they lack “real world” executive management experience. As a result, they often are unable to correlate the needs of the job with the size of the business when arguing a case in court.

In the case of the California company, for example, the IRS expert concluded that since the two executives performed menial tasks, there was a rationale for reduced salaries. Also, because they worked far more than 40 hours a week, they weren’t as effective as higher-paid executives who put in normal work weeks and who delegate tasks. And because no other companies actually sought their services for executive-level positions, the IRS deemed their compensation excessive. The expert failed to consider that executive/owners (shareholder/employees) do not readily abandon their businesses as opportunities arise and, therefore, are not often the targets of an executive search.

In other words, the IRS found that if the two executives were really good, they wouldn’t have to work so hard. For one thing, this is inconsistent with case law.

For obvious reasons, the expert also ignored prior Tax Court decisions in favor of shareholder/employees. In a similar case from the 9th Circuit, Elliotts Inc. v. C.I.R., the court found in favor of the shareholder/employee. It ruled that because the executive in question handled multiple job functions and worked excessive hours, he should be compensated for his entire workload.


The key to executive/owner compensation is “the independent investors test,” which compares remuneration with the returns sought by most independent investors. Typically, a 6 percent dividend rate based on a company’s opening equity account as part of a 20 percent growth in shareholders’ equity would be considered exceptional. The salaries of the California executives exceeded these standards and were equivalent to a compound return on their original investment well in excess of 60 percent. (This figure is based on the capitalized values associated with this particular industry.)

An analysis of this company by EMCO/Hanover determined that it likely would have been purchased by a competitor–provided its executive/owners agreed to the transaction. Of particular interest in this case, as mentioned earlier, is the exceptional management by these executives of their own gross margins.

Often in court, the IRS will try to skirt a precedent case such as Elliotts. It will try to demean the performance and unique credentials of the person(s) in question. This becomes the cornerstone of any rebuttal process.

Without question, fighting any case of this nature is an uphill battle. Generally, the IRS aims to extend the proceedings to exhaust your patience, your financial resources, or both. This way you will be more prone to settle at some disproportionate amount.

Remember, compensation is discretionary and dependent upon a company’s circumstances and activity. While executive pay is a sensitive subject with most laymen, in some cases, higher than average compensation is justified. In any case, if the IRS knocks at your door, knife and fork in hand, be prepared. Written justification compiled in the course of doing business may help to ensure that you aren’t part of the entree.

Bruce W. Barren is chairman of The EMCO/Hanover Group, an international merchant banking firm that has completed more than $3 billion in financial transactions since 1971. He specializes in matters related to senior management, including mergers and acquisitions, board representation, online management, corporate planning, financial administration, and capital sourcing.

Discounting the Value of Publicly-traded Stock and Getting the IRS plus the SEC to accept it.

An Unique and not impossible Result !

There are 6 guideline references used by EMCO/Hanover, which the SEC and IRS have accepted, that can be used in valuing stocks in a publicly-traded company. These are explained on EMCO/ Hanover’s website ( where a 60% discount was used and accepted in two specific cases involving compensation for a Company’s Officers and Directors and also as compensation to an independent contractor for services rendered. Perhaps, they might be useful for you. If so, click here.

Need an Industry Specialist?

Try then EMCO/ Hanover (www.emcohanover) and using one of its Specialists for they have been qualified as experts by both the I.R.S. and the U.S. Tax Courts in the following industries: professional standards – including accounting, banking and broker/ dealers; conservator and trust officer responsibilities and standards; aerospace; apparel and textile; SEC regulatory issues, including reporting, corporate governance and fiduciary responsibility; banking and finance; consumer products; defense and government contracting; direct marketing, including multi-level and e-commence; electronics; employment policies and procedures; energy – gas and oil; food: processing, distribution – wholesale and retail; furniture and accessories, including hardware manufacturing; printing and graphic arts; publishing: magazine and newspapers; media and entertainment; medical, including hospital, nursing care and elder living residences; mining; paper: manufacturer and distribution; real estate: commercial and residential; social media and transportation, including automotive and truck assembly and distribution.

For more information, please contact Bruce Barren, Chairman Emco/Hanover Group.

Give Thought To Company Owned Life Insurance (COLI).

Have you ever given thought to setting up Company Owned Life Insurance (COLI) for the benefit of both of your company  and your employees.

Try EMCO/ Hanover ( for it  was one of the first sponsors (and is often referred to as the “Inventor of COLI”) of Company Owned Life Insurance (COLI) when it first introduced the concept to George R. Vila, the former Chairman and President of Uniroyal, in the very early 1970s in tandem with Northwestern Mutual Life Insurance and one of their then agents, Phil S. Pohl, a New Yorker by residence but a South African by birth.

Continue reading Give Thought To Company Owned Life Insurance (COLI).

Bruce Barren completes 50th case as an expert witness.

Bruce W. Barren announces that he has now completed 50 cases as an expert witness with a positive ruling for the Defendant in Bennett v. Filter Recycling Services, et al Riverside Superior Court Case No. RIC 429616.

For more information on the cases in which Bruce Barren has appeared an an expert witness, visit the EMCO/Hanover Group’s website:

Are You Looking for a Court Qualified Expert Witness?

Look then at EMCO Hanover ( where a  cross section of involvements include those related to the Tax Court and Chapter 11/7 situations, with the following companies and a brief description thereof: (1) court-appointed expert under a Chapter 11 proceeding for Rocket Industries, automotive parts and importer of exercise equipment re: inventory accounting procedures under GAAP standards plus (2) Bongo Jeans (Tom Trading); (3) Westward Ho Markets, as expert witness re: various union contract wage and benefit concessions; (4) Tokai Credit’s expert, re: Team Nissan, automotive dealership under a Chapter 7 proposed liquidation plan; (5) U.S. Computer Systems, Inc., financial services, cablecasting-as an expert witness in a divorce matter regarding valuation of a deceased spouse’s business, where the estate and prior, the ex-husband held the proxy thus gaining 51+% equity control; (6) Wilshire Industries, Inc., fireplace accessories, under a Chapter 11 proceeding; (7) Jeffrey, Corigan v. Smouse, Pistole in a determination of damages opinion; and (8) Maxon Industries, Inc.–transportation equipment, under a Chapter 7 “exit” petition; (9) The Matter of the Mark Hughes Family Trust, case number BP063500, in the Superior Court of the State of California, County of Los Angeles.

Continue reading Are You Looking for a Court Qualified Expert Witness?

Are You Looking For a Compensation Specialist?

Perhaps, EMCO/ Hanover has the required credentials that you seek?

Try, EMCO/Hanover ( for its specialists have authored various articles on executive compensation plus given testimony as a compensation specialist before the United States Tax Court (i.e.: L&B Pipe & Supply Co., Inc., wholesale/plumbing and irrigation supplies; Lumber City, a wholesaler and retailer of building products; and Norman Wright Mechanical Equipment Corp., a representative for various manufacturers of heating and air conditioning equipment) plus Cellceutix Corporation (trading symbol: OTC:CTIX), an IRS disputed matter regarding stock received as compensation for services rendered.

Continue reading Are You Looking For a Compensation Specialist?