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 $2,033,689.33.

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 the shareholders of 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;

(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

Ira S. Viener

CERTIFIED PUBLIC ACCOUNTANT

1275 Fifteenth Street, Suite 12J

Fort Lee, New Jersey 07024

Tel 917.647.2947

October 23, 2018

Mr. Joseph Collins, President

PunchFlix, Inc.

11705 Willake Street

Santa Fe Springs, California 90670

Mr. Collins,

I have compiled the accompanying Balance Sheet of PunchFlix, Inc. as of September 30th, 2018 in the accompanying prescribed form, in accordance with the standard established by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements and supplementary schedules information that is the representation of management. I have not audited or reviewed the financial statements and, accordingly, do not express an opinion or any other form of assurance on them.

Signature,

/s/ Ira S. Viener

Ira S. Viener

PUNCHFLIX, Inc.

Corporate

PunchFlix, Inc.

11705 Willake St.

Santa Fe Springs CA 90670

909.486.4742

Punchflix.com

ir@punchflix.com

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 4,000,000 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: October 24, 2018

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

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.

This Offering

All dollar amounts refer to US dollars unless otherwise indicated.

We may have 80,700,000 (eighty million seven thousand) shares of common stock issued and outstanding. Through this offering, we intend to register 4,000,000 (four million) shares for offering to the public, which represents additional common stock. We may endeavor to sell all 4,000,000 (four million) shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $5.00 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

4,000,000 (four million) shares of common stock, par value $.0001 offered by us in a direct offering.

Offering price per share We are offering the 4,000,000 (four million) shares of our common stock at $5.00 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

84,700,000 (eighty-four million seven hundred thousand) common shares will be issued and outstanding if we sell all of 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 $5.00 (five dollar 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 $5.00 (five dollar 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 acquire ownership of the PunchFlix facility. Within the PunchFlix facility we may be able to house not limited to purchasing and/or leasing production and editing equipment; our production equipment and infrastructure; attracting and retaining a high-level top talent management team; partnering with developers of content; producing content.

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 4,000,000 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 of 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 78% 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 78.5% 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 84% 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.

Risks 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 on the verge of 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

$20,000,000 in gross proceeds from this offering.

We estimate, an initial fee of approximately $75,000.00 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 sufficient 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 sufficient 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 initiated our business in October 2017, however; were incorporated on September 10, 2018, and we have realized revenues to date of $0. 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’s 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 are a development-stage company, began operations in October 2017, and incorporated in the State of Delaware on September 10, 2018, 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 are able to raise enough money through this offering to commence operations, we cannot guarantee that once operations commence 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 have spent a total of approximately $21,500 in accounting and attorney fees on the costs of preparing and filing this Offering Circular. We have generated only limited 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.

Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business for the next eighteen (18) months unless we obtain additional capital to pay our bills. Accordingly, we must raise cash from other sources other than loans we undertake.

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.

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 20+ TV channel and 100s movie 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 or operate a Web portal profitable. We are planning to introduce our services by the first quarter 2019. We may introduce a number of 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 introduce new

features to the PunchFlix Web portal in the future. 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 showtime 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 the majority of our revenues and cannot assure you that this business will be profitable.

The profitability of our streaming service depends on a number of 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. A majority 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 in light of our early stage of development in a rapidly evolving market of digital streaming.

As of the date of this Offering Circular, we have earned limited 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 a number of material risks to our business, cash flows, and financial condition, as well as our future 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 sufficient 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 sufficient 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 of time. 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 in light of our limited operating history and the changes to our business that have occurred since we began operations. With the launch of our Web portal by the end of the first quarter of 2019, we will began selling subscriptions on an individual basis. 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 in light of our early stage of operations, including the need for:

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 will incur significant losses for 2018 and 2019 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:

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:

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 a given quarter to be greater than expected.

Our quarterly operating results are expected to be volatile and difficult to predict based on a number of 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:

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. We intend to expand rapidly once we launch our Web portal by the end of first quarter 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:

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 of our start-up costs. At the time of this filing we have not generated any 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 a number of 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 a given 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 sufficient 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 sufficient 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.

We intend to register all shares sold though this offering. We intend to apply to have our common stock quoted on the NASDAQ or like service. This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, it may not be able to convince any broker/dealers to act as market makers and make quotations on the NASDAQ or like service. We may consider pursuing a listing on the OTCBB or like service after this registration becomes effective and we have completed our offering.

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 NASDAQ 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 of 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 $5.00 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 $5.00. 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 or like service.

We have 80,700,000 (eighty million seven hundred thousand) shares of common stock that may be issued and outstanding. Through this offering, we intend to register 4,000,000 (four million) shares for offering to the public, which represents additional common stock. We may endeavor to sell all 4,000,000 (four million) shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $5.00 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, 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 considered to 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.

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.

Navigating through compliance challenges.

Due to a previous SEC suspension for Punch TV Studios because of the companies lack of due diligence with seeking appropriate verification of its auditor, it led to a formal notification from the SEC temporarily suspending exemption pursuant for a nine-month time period. 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 our Offering Circular on Form 1-A pursuant to Regulation A, resulting in a nine-month post-closure suspension of our 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.

In light of these challenges, the CEO Joseph Collins led the charge of getting the company into the compliant state with the SEC. Due to this effort, Punch TV Studios is now fully compliant. These learning have provided insight to Joseph Collins to understand the compliance factors that may or may not be needed for this filing.

Item 4: Dilution

The price of the current offering is fixed at $5.00 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

Dilution Per Share

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 of 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 10,000,000 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.

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.

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 $5.00 per share for the duration of the offering. There is no minimum number of shares required sold to close the offering.

Our transfer agent is: KoreConX, 372 Bay St. #506 Toronto, ON M5H 2W9, Canada

Selling Shareholders

There shall be no selling shareholders in this offering

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 development-stage company, we started with the inception phase in October 2017, and 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, 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.

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.

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 onboarding 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:

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 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.

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.

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 the best 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.

PUNCHFLIX, INC

A DEVELOPMENT STAGE COMPANY

BALANCE SHEET

September 30, 2018

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, 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.

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 the shareholders of 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 screenwriters, 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 screenplays 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 screenplays, 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.

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, the majority 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) have been issued or may be issued to shareholders as founding partners of the company.

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 sufficient 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, October 17, 2018, we spent an estimated amount of $21,500 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.

Our independent auditor may have expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

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 54 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. Prior to starting this role, Joseph spent 4 years as the founder and CEO of Punch TV Studios, and 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 achieve 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 into 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 of 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

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:

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 may be 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 88.2% 71,200,000 78.5%

All Other Shareholders as a Group 9,500,000 11.8% 9,500,000 10.5 %

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:

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

Equity Transactions

On September 10, 2018, the company may have issued to the Joseph Collins a total of 71,200,000 (seventy-two million two hundred thousand shares) and may have issued 9,500,000 (nine million five hundred thousand shares) for the company’s founders in exchange for cash paid in capital, and equipment valued at $2,033,689.33 (two million thirty-three thousand six hundred eighty-nine dollars). These shares were issued as part of the asset purchase agreement.

In the purchase of assets, URBT, currently trading on the OTC stock market at .023 to .100 per share may be acquired along with its 34,348,237 (thirty-four million three hundred forty-eight thousand two hundred thirty-seven) shares which we have valued at a modest 899,802.52 (eight hundred ninety-nine thousand eight hundred two dollars and fifty-two cents) as indicated on the balance sheet.

Asset Purchase Agreements

On June 15, 2018, the PunchFlix entered into an Asset Purchase Agreement to purchase the assets of Punch TV Studios, for the sum of two million thirty thousand six hundred eighty-nine dollars ($2,033,689.33).

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 approximately 80,700,000 (eighty million seven hundred thousand) shares that may be 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 4,000,000 (four million) shares of common stock in the company at $5.00 (five-dollar US) per share.

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 into 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 of 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.

FINANCIAL STATEMENTS

Description Page

Report of Independent Registered Public Accounting Firm F-1

Balance Sheets Statements of Operations

Statement of Stockholder’s Equity Statements of Cash Flows

Notes to Financial Statements

[FINANCIAL STATEMENTS]

PUNCHFLIX, Inc.

(A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET

September 30, 2018

FINANCIAL STATEMENTS

Balance Sheets at September 30, 2018 F-1

Statements of Operations for the years ended September 30, 2018 F-2

Statements of Cash Flows for the years ended September 30, 2018 F-3

Notes to Financial Statements for the years ended September 30, 2018 F-4

PUNCHFLIX, Inc.

(A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET

September 30, 2018

The accompanying notes are an integral part of these financial statements.

PUNCHFLIX, Inc.

(A DEVELOPMENT STAGE ENTERPRISE) TATEMENT OF OPERATIONS

For the period from inception to September 30, 2018

The accompanying notes are an integral part of these financial statements.

PunchFlix, Inc.

(A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF SHAREHOLDERS’ EQUITY

For the period from inception to September 30, 2018

No. of Shares

Common Stock

Paid-in Capital and Par Value

Accumulated

Deficit Total

Balance, 09/30/18 0 $ 0 $ 0 $ 0 $ 0

The accompanying notes are an integral part of these financial statements.

PunchFlix, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 17, 2018

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle Business Activity

PunchFlix, Inc. (“PUNCH” or the “Company”) started in the inception phase on October 2017 and was incorporated on September 10, 2018 under the laws of the State of Delaware. The Company’s year-end is September 30.

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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies applied in the presentation of the condensed consolidated financial statements are as follows:

Equipment

Equipment is recorded at cost or contributed value. The value of the equipment contributed was assessed by an independent third-party at liquidation value. 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 undepreciated amount and the proceeds from the sale are recorded as a gain or loss on sale of equipment. Depreciation for equipment is computed using the straight-line method over the estimated useful life of the assets as follows- generally 5 - 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 may not be recoverable, in accordance with ASC Topic 360, “Property, Plant and Equipment.” An asset or asset group is considered impaired if it is carrying an amount that 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 its 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 revenue 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) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (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 Arraignments (“ASC 605-25”). ASC 605-25 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 the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates.

Income Taxes

The company will account 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 carrying 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 Uncertainty in Income Taxes. The ASC clarifies the accounting 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.

Net Loss Per Share, basic and diluted

Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. Shares issuable upon the exercise of warrants, shares that may have been excluded as a common stock equivalent in the diluted loss per share because their effect is anti-dilutive.

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, accounts payable and convertible note payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at September 30, 2018.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

Stock Based Compensation

The company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires that all share- based payments to both employees and non-employees be recognized in the income statement based on their fair values.

At September 30, 2018, the company may not have any issued or outstanding stock options.

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.

Issuance of Common Stock

The issuance of common stock for other than cash is recorded by the company at market values.

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.

NOTE 3 – PROPERTY, EQUIPMENT AND INVESTMENTS

Equipment, their estimated useful lives, and related accumulated depreciation at September 30, 2018 are summarized as follows:

NOTE 5– CAPITAL STRUCTURE

The company is authorized to issue 1,000,000,000 shares of common stock with a par value of $.00001 per share. Each common stock share has one voting right and the right to dividends, if and when declared by the Board of Directors.

Common Stock

During the period from September 10, 2018 through November 1, 2018, there were 80,700,000 shares of common stock may have been issued and outstanding.

A comparison of the provision for income tax expense at the federal statutory rate of 34% for the period ended September 30, 2018, the company’s effective rate is as follows:

2018

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 our 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.

PART III INDEX TO EXHIBITS

Item 17 . Description of Exhibit

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 of 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 October 17, 2018

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.

Reid & Wise LLP

Attorneys and Counselors at Law

Robert K Lu

Member

Direct Dial 619-300-8149

__________________________________________________________________________________________________________________________________________

October 12, 2018

PunchFlix, Inc. 11705 Willake Street

Santa Fe Springs, California 90670

Re: PunchFlix, Inc. / Offering Statement on Form 1-A

Opinion Letter - Legality

To Whom It May Concern:

We have acted as outside general 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.).

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

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

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.)

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 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 10,000,000 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 and/or (ii) the 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.

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.).

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.

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:

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

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/ Robert K Lu

Robert K. Lu Member

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

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:

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.

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:

At the price of $5.00 (five dollar US) per share, Investor hereby agrees to purchase and accept ________________

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

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:

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.

The Investor understands and acknowledges that:

The Investor represents and warrants as follows:

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.

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

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: ________________

________________________________________________________________

________________________________________________________________

Yes           No

Yes           No

________________________________________________________________

Yes           No

Yes           No

Yes           No

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

Yes           No

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

________________________________________________________________

________________________________________________________________

________________________________________________________________

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

________________________________________________________________

________________________________________________________________

________________________________________________________________

Accountant:

________________________________________________________________

________________________________________________________________

Attorney:

________________________________________________________________

________________________________________________________________

Licensed investment adviser:

________________________________________________________________

________________________________________________________________

24.           Anticipated amount of subscription: _________________________________________________

 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:____________________________________________________