PLACEHOLDER
SPECIFIC POINTS OF INTEREST AND ADDITIONAL INFORMATION
OUR CORE PRODUCTS AND SERVICES
| NAME | DESCRIPTION | COST TO MAKE | SALE PRICE |
| Worldwide Classifieds | Multifaceted Marketing, Advertising, and Communications Platform | ||
| Auction style selling | Seller can sell auction style or Buy Now | US $70,000,000 | |
| Reverse Auctions | See "REVERSE AUCTIONS" | US $150,000 | |
| Classified Ads | Classified Ads | ||
| Dating Services | Dating Services | US $10,000,000 | |
| Merchant Training Program | When course is complete the merchant will be certified and verified | US $70,000,000 | |
| Consortium style buying | Any member who has completed our Training Program will have access to the Consortium | ||
| Travel Services | Destination reviews and bookings | US $70,000,000 | |
| Media Steaming Services | Media Steaming Services | US $500,000,000 | |
| Online Gaming | Peer-to-Peer Gaming Events w/global audience | US $500,000,000 | |
| Online Banking | Online Merchant Credit Union | US $500,000,000 | |
| GRJ |
Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” "Our Business" and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.
You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:
- · Our ability to effectively execute our business plan;
- · Our ability to manage our research, development, expansion, growth and operating expenses;
- · Our ability to evaluate and measure our business, prospects and performance metrics;
- · Our ability to compete and succeed in a highly competitive and evolving industry;
- · Our ability to form strategic partnerships;
- · Our ability to respond and adapt to changes in technology and customer behavior; and
- · Our ability to protect our intellectual property and to develop, maintain and enhance our brand
Our business strategy is focused on the development of an online advertising and marketing apparatus that is dynamic, versatile, and smart. WWC, when fully developed, is expected to offer a user experience that will surpass most other e-commerce platforms, with unique benefits and conveniences not available from any of its rivals.
We are especially focused on providing network systems and services to start-ups, small, and medium-sized business, and the apparatus for those businesses to succeed.
In order to accomplish our objectives, our keys to success over the next three years are:
- Build a product and stand by it;
- Differentiate from the others by focusing on the needs of the consumer and not only on the bottom line; ((The consumers praise and satisfaction is the bottom line)).
- Advertise our products and services through all forms of media;
- Focus on keeping Worldwide Classifieds nourished with innovative products and remain in step with all e-commerce trends;
- Encourage our merchant users to build their own brands; and
- Impeccable customer service on all fronts, and
- Remain outside the box.
Technology
As of the date of this Offering Circular, we have employed software engineers and developers to write code for our websites and create the technology that will integrate them. At present, we are in the process of developing programming that will allow our systems to function seamlessly as one, as well as a cross-platform core that will allow our technology to be used on any device.
Please note that Worldwide Classifieds is multifaceted and is a three-part project being built simultaneously:
- The core which is Worldwide Classifieds, is an Advertising platform and Market Place,
- New Light Media, which is a platform that will enable our users to socialize and store their video and other types of media for publishing across Worldwide Classifies platforms,
- B2B Empowerment, which is a portal for merchant members to link to wholesalers and access other merchant tools.
Our entire development efforts and operations with respect to our core technology are based on the commercial agreements with the developers for all of the Company’s technology capabilities.
We will own the work product of our developers that is being custom built for the Company (the “Company Work Product”).
Under the terms of the Agreement, we are obligated to pay a total of approximately $250,000.00, of which we have paid approximately $65,000.00, to date. In addition, once the project is completed, we will pay a monthly fee for software maintenance, hosting, upgrades, training, and support.
Geo and Meta Search and other Technologies
Set forth below is a list of the expected benefits that we expect our technology will provide to end users once the WWC is fully developed:
- · Virtual service platforms that are safe and secure
- · Tools that will inspire merchants to be innovative and creative
- · A transparent interface that will allow users access to all available features
- · Geo search and meta-technology that will allow users to filter their search results based on location
- · Merchants will have the ability to create and design their own Microsites within Worldwide Classifieds
- · Diverse payment options including credit cards, debit cards, PayPal®, and Bitcoins
- · User loyalty rewards program
- · Features that will allow users to report misuse and/or abuse immediately
- · Comprehensive E-Commerce Training programs (CECT)
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Worldwide Classifieds’ Merchant members will have access to a consortium style purchasing system, as well as a variety of other tools that can contribute to their success at Worldwide Classifieds.As for the global market forecast, in 2016, total retail sales across the globe were predicted to reach $22.049 trillion, up 6.0% from the previous year. It estimates sales will top $27 trillion in 2020, even as annual growth rates slow over the next few years. This includes sales across all retail channels in its estimates for total retail sales. This includes sales from e-commerce retailers and transactions that occur over consumer-to-consumer (C2C) platforms such as eBay and other auction sites; and sales by motor vehicle and parts dealers. Travel, event ticket and restaurant sales are excluded from this forecast. Retail e-commerce sales—which include products and services (barring travel, restaurant, and event ticket sales) ordered via the internet over any device—were predicted to reach $1.915 trillion in 2016, accounting for 8.7% of total retail spending worldwide. Expanding middle classes, greater mobile and internet penetration, growing competition of e-commerce players and improving logistics and infrastructure will all fuel e-commerce growth.
Experts expect retail e-commerce sales will increase to $4.058 trillion in 2020, even as annual growth slows. This includes sales from e-commerce retailers and transactions that occur over consumer-to-consumer (C2C) platforms such as eBay and other auction sites. Travel, event ticket and restaurant sales are excluded from this forecast.
Retail e-commerce sales in North America will rise 15.6% this year to reach $423.34 billion, maintaining the area’s status as the world’s second-largest regional e-commerce market. The region will see consistent double-digit growth through 2020, fueled by increased spending from existing digital buyers, expansion into new categories such as grocery, and growing e-commerce sales.
With China having one of the most developed e-commerce markets in the world, experts expect purchases made digitally will represent a globe-topping 18.4% of the country’s total retail sales. China will continue to see massive gains in retail e-commerce over the next few years, with sales topping $2.416 trillion in 2020.
There is no doubt that at present China does have a foothold.
LATIN AMERICA E-COMMERCE
Despite the economic downturn, Latin America is the market we at Worldwide Classifieds Inc. are paying close attention to. It's one of the top regions in the world for e-commerce growth, and we understand and realize that those that build out their e-commerce operations now will be in the best position to grab market share when the economy rebounds.
In a new report from BI Intelligence, we size Latin America's biggest e-commerce markets — Brazil, Mexico, and Argentina — and project how online retail sales will rise in these countries. We look at the growth drivers in each market and identified the opportunities and challenges for business model there.
- Latin America is one of the fastest-growing regions for e-commerce, behind Asia-Pacific. We expect online retail sales to grow at a compound annual growth rate (CAGR) of 17% between 2014 and 2019 to reach $85 billion in sales at the end of the forecast period.
- Brazil is the largest online retail market in Latin America, accounting for 42% of the region's $47.4 billion in e-commerce sales. But e-commerce growth is decelerating due to an economic downturn. Between 2014 and 2019, we expect e-commerce sales to rise at a CAGR of 12.5%.
- Mexico is the second-largest market for e-commerce in Latin America. Mexico currently accounts for 12.3% of the region's e-commerce, but we expect Mexico's share to increase to 15.6% by 2019. By 2018, Mexico is forecast to reach $11 billion in e-commerce sales — or just under 2.5% of total retail sales in the country.
- Argentina ranks third in terms of online retail sales in Latin America, but it will be the fastest-growing e-commerce market of the three countries. The country currently accounts for 8.9% of sales in the region, but by 2019, we expect its market share to increase to 14.6%.
- US retailers are investing heavily in building out their e-commerce businesses in the region, despite the slowing economy. Walmart recently redesigned its country-specific site in Brazil and is finalizing construction of three new e-commerce fulfillment centers in the country — doubling its current fulfillment network. Amazon has been investing heavily in Mexico, launching a Spanish-speaking version of its shopping site under the Mexican domain Amazon.com.mx.
Our business and our ability to execute our business strategy are subject to a number of risks as more fully described in the section titled “Risk Factors.” These risks include, among others:
| • | We have no operating history at this level, and our executive offices have a lack of experience in managing companies similar to the Company. We were recently organized and have no history of operations. We, therefore, should be considered a “Development Stage Company,” and our operations will be subject to all the risks inherent in the establishment of a new business enterprise, including, but not limited to, hurdles or barriers to the implementation of our business plans. Further, because there is no history of operations there is also no operating history from which to evaluate our executive management’s ability to manage our business and operations and achieve our goals or the likely performance of the Company. |
| • | Our current management team has not previously developed or managed similar companies. The e-commerce industry is characterized by rapid technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies and the emergence of new industry standards and practices that may render our potential products and services set forth under our business plan obsolete. Our current management team’s lack of prior managerial experience within a highly competitive industry, such as the e-commerce or communications industry, subjects our Company to certain qualitative risks and uncertainties. |
| • | We do not have any products or services for commercial sale and may fail to generate any revenues from product or service sales in the foreseeable future, if ever. |
| • | We anticipate, pursuant to our business plan, that we will generate substantially all of our revenue from the end users’ that use of our services and related services. |
| • | In pursuing our business plan, we may commercially fail to develop, continue, enhance or improve the development, performance, functionality, and reliability of our anticipated metasearch and Geo-search development services, as set forth in the Company’s business plan. |
| • | No active market for our common stock exists or may develop, and you may not be able to resell your common stock at or above the initial public offering price. |
RISK FACTORS
An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Offering Circular, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward-Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Offering Circular.
Risks Related to Our Company
We have virtually no operating history on which to judge our business prospects and management.
The Company was incorporated on November 17, 2015, in the State of Arizona and only commenced operations thereafter. The Company now operates as a “C” corporation formed under the laws of the State of Arizona. Accordingly, we have virtually no operating history upon which to base an evaluation of our business and prospects. Operating results for future periods are subject to numerous uncertainties and we cannot assure you that the Company will achieve or sustain profitability. The Company’s prospects must be considered in light of the risks encountered by companies in the early stage of development, particularly companies in rapidly evolving markets. Future operating results will depend upon many factors, including our success in attracting and retaining motivated and qualified personnel, our ability to establish short-term credit lines or obtain financing from other sources, such as the contemplated Regulation A+ offering, our ability to develop and market new products, control costs, and general economic conditions. We cannot assure you that the Company will successfully address any of these risks.
We are at an early stage of development as a company and currently have no source of revenue and may never become profitable.
We are a development-stage technology-based company that began operating and commenced research and development activities in 2016. As a recently formed development-stage company, we are subject to all of the risks and uncertainties of a new business, including the risk that we may never develop, complete development or market any of our products or services and we may never generate product or services related revenues. Accordingly, we have only a limited history upon which an evaluation of our prospects and future performance can be made. We only have three products currently under development, which equates to one project which will require further development, significant marketing efforts and substantial investment before it and any successors could provide us with any revenue. As a result, if we do not successfully develop, market and commercialize this project, we will be unable to generate any revenue for many years, if at all. If we are unable to generate revenue, we will not become profitable, and we may be unable to continue our operations. Furthermore, our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There can be no assurances that we will operate profitably.
Emerging Growth Company Status.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). For as long as we are considered to be an emerging growth company, we may take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to other public companies. These exemptions include:
| • | an exemption from providing an auditor’s attestation report on management’s assessment of the effectiveness of the Company’s systems of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; |
| • | an exemption from compliance with any new requirements adopted by the Public Accounting Oversight Board (“PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; |
| • | an exemption from compliance with any other new auditing standards adopted by the PCAOB after April 5, 2012, unless the United States Securities and Exchange Commission determines otherwise; and |
| • | reduced disclosure of executive compensation. |
In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we may choose to “opt out” of such extended transition period and, as a result, we would be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards would be irrevocable. We would cease to be an “emerging growth company” upon the earlier of (i) when we have $1 Billion or more in annual revenues, (ii) when we have at least $700 Million in market value of our Common Stock held by non-affiliates, (iii) when we issue more than $1 Billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of our initial public offering.
At this time we do not have any products that are ready for use by end users and therefore do not expect to generate any revenues from our product in the immediate future, if ever.
We currently do not have any products that are ready for use by end users. To date, we have funded our operations from sales of our securities. We have not received, and do not expect to receive for the foreseeable future, any revenues from the commercialization of our products. We may never succeed in these activities, and may not generate sufficient revenues to continue our business operations or achieve profitability.
New venture.
We were recently formed and therefore have no financial or operating history. We do not have any operating revenue and require the net proceeds of this Offering to complete the development of Worldwide Classifieds and commence operations. The likelihood of our success must be considered in light of the problems, delays, risks, expenses, and difficulties frequently encountered in connection with the establishment of any new enterprise, many of which may be beyond our control. We are subject to all of the risks inherent in the creation of a new enterprise and the competitive environment in which we will operate. We cannot provide any assurances that we will be successful in addressing these risks or achieving our objectives.
Absence of immediate revenues.
We anticipate that we will incur substantial costs in establishing our business. We currently expect that as a result of the incurrence and payment of our initial expenses and Offering related expenses, we will have significant operating losses in year one since the costs of this Offering must be borne by us until such time if at all, we are able to generate adequate revenues from operations.
No minimum capitalization.
We do not have a minimum capitalization and we may use the proceeds from this Offering immediately following our acceptance of the corresponding subscription agreements. It is possible we may only raise a minimum amount of capital, which could leave us with insufficient capital to implement our business plan, potentially resulting in greater operating losses unless we are able to raise the required capital from alternative sources. There is no assurance that alternative capital, if needed, would be available on terms acceptable to us, or at all.
Minimal employees or infrastructure.
We will have a small number of employees and we don’t have any operational infrastructure or prior operating history. We intend to rely on our management team, our advisors, third-party consultants, outside attorneys, accountants, auditors, and other administrators. The loss of services of any of such personnel may have a material adverse effect on our business and operations and there can be no assurance that if any or all of such personnel were to become unavailable, that qualified successors can be found, on acceptable terms.
Changes in U.S., global or regional economic conditions.
A decrease in economic activity in the United States or in other regions of the world could adversely affect demand, thus reducing our ability to generate revenue. A decline in economic conditions could reduce our users’ interest in utilizing our services. In addition, the continued bombardment by Chinese e-commerce sites could also adversely affect our revenues.
We will face intense competition.
The market for e-commerce services is already highly competitive. Our existing and future competitors may include many large companies that have a substantially greater market presence and financial resources. There can be no assurance that we will have the financial resources and support capabilities to compete successfully. Increased competition could result in significant competition, which in turn could result in lower revenues, which could materially adversely affect our potential profitability.
Our continuing depends upon financing.
If we do not raise sufficient capital and we continue to experience pre-operating losses, there will most likely be substantial doubt as to our ability to continue as a going concern. Because we have generated no revenue, all expenditures during our development stage have been recorded as pre-operating losses. Revenue operations have not commenced because we have not raised the necessary capital to complete our development process and commence the commercialization of our products and related services.
Raising additional capital by issuing additional securities may cause dilution to our current and future shareholders.
We will need to, or desire to, raise substantial additional capital in the future. Our future capital requirements will depend on many factors, including, among others:
| • | The immediate Proof of Concept of Worldwide Classifieds and its services; |
| • | The costs of advertising and marketing; |
| • | The extent to which we acquire or invest in businesses, products, or technologies, and other strategic relationships; and |
| • | The costs of financing unanticipated requirements in responding to competitive pressures. |
If we do not continue to innovate and provide tools and services that are useful to core users, we may not remain competitive, and our revenues and operating results could suffer.
Our success depends on continued innovation to provide features and services that make our websites and mobile applications useful for users. Our competitors are constantly developing innovations in related services and features. As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy, and comprehensiveness of our services. If we are unable to continue offering innovative products and services, we may be unable to attract additional users or retain our current users, which could adversely affect our business, results of operations and financial condition.
Competition could adversely affect us by reducing traffic to our website and mobile applications by creating a competitive product that people choose over Worldwide Classifieds.
Amazon, eBay, Etsy, and Ali Express are the main providers and operators that can also be considered as competitors, however, neither offers nor functions as a metasearch provider. We anticipate that we will be the first meta-search provider to market and subsequently sustain a lead competitive advantage. We believe that technological innovation or customer demand will create the risk of incentivizing others competing providers to enter the metasearch provider space in the future.
We rely on the performance of highly skilled personnel, including senior management and our technology professionals, and if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.
We believe our success has depended and continues to depend, on the efforts and talents of our senior management and our team members, including our software engineers. Our future success depends on our ability to attract, develop, motivate and retain highly qualified and skilled employees. The loss of any of our senior management or key employees could materially adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.
Competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense both in the U.S. and abroad.
Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. Software engineers and technology professionals are key individuals in designing the code and algorithms necessary to our business. Therefore, our ability to attract top talent and experienced engineers and technology professional is important to our success. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.
Investment Limitations
Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than Ten Percent (10%) of the greater of your annual income or net worth (please see below on how to calculate your 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.
Because this is a Tier 2, Regulation A offering, most investors must comply with the Ten Percent (10%) limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:
| (i) | You are a natural person who has had individual income in excess of $200,000 in each of the two (2) most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year; |
| (ii) | You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below on how to calculate your net worth); |
| (iii) | You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer; |
| (iv) | You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000; |
| (v) | You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act"), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940; |
| (vi) | You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor; |
| (vii) | You are a trust with total assets in excess of $5,000,000, your purchase of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or |
| (viii) | You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000. |
Offering Period and Expiration Date
This Offering will start on or immediately prior to the date on which the SEC initially qualifies this Offering Statement (the “Qualification Date”) and will terminate on the Termination Date.
Procedures for Subscribing
If you decide to subscribe for Shares in this offering, you should:
| 1. | Electronically receive, review, execute and deliver to us a subscription agreement; and |
| 2. | Deliver funds directly by wire or electronic funds via ACH to ____________________. |
Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.
Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement have been transferred to our designated account, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.
Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.
Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed Ten Percent (10%) of the greater of the purchaser's revenue or net assets (as of the purchaser's most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed Ten Percent (10%) of the greater of the purchaser's annual income or net worth (please see below on how to calculate your net worth).
NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.
In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the Ten Percent (10%) of net worth or annual income limitation on investment in this Offering.