UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2020
TIBURON INTERNATIONAL TRADING, CORP.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-223568 | 98-1350973 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2 Toronto street, suite 231 Toronto, Ontario |
M5C 2B5 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (437)) 703-2482
Copies to:
Arthur S. Marcus, Esq
Sichenzia Ross Ference LLP
1185 Avenue of the Americas
37th Floor
New York, New York
10036 (212) 930-9700
(212) 930-9725 (fax)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 3.03 Material Modification to Rights of Security Holders
On November 17, 2020, Tiburon International Trading, Corp. (the “Company”) effected a 20-1 forward stock split whereby each share of the Company’s common stock (“Common Stock”) issued and outstanding immediately prior to November 17, 2020 will automatically be reclassified as or turned into twenty (20) shares of Common Stock (the “Forward Split”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 17, 2020, Patricia Trompeter was appointed the Chief Financial Officer and the Chief Operating Officer of the Company. As reported in a Current Report on Form 8-k dated October 14, 2020, she was previously appointed as a director of the Company. See such filing for a biography related to her.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 13, 2020, the Company filed with the Secretary of the State of Nevada a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Amendment”) to (i) provide for a name change from Tiburon International Trading, Corp. to Fact, Inc. (the “Name Change”); (ii) to effect the Forward Split; and (iii) to increase the Company’s authorized capital stock to 150,000,000 shares of Common Stock (the “Increase”). The Increase was approved by the Company’s board of directors and shareholders holding a majority of the authorized Common Stock. The Name Change and the Increase will be effective November 17, 2020. A copy of the Amendment is attached as Exhibit 3.1 hereto and incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
See Item 5.03 above regarding the approval of the Company’s shareholders holding a majority of the authorized Common Stock.
Item 7.01 Regulation FD Disclosure
On November 18, 2020, the Company issued the attached press release. A copy of the press release is attached hereto and incorporated by reference in its entirety as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation, filed in the office of the Secretary of the State of Nevada on November 13, 2020. | |
99.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TIBURON INTERNATIONAL TRADING CORP. | ||
| Date: November 18, 2020 | By: | /s/ Brian McWilliams |
| Brian McWilliams | ||
| Chief Executive Officer | ||
Exhibit 3.1
Certificate of Amendment
of
Articles of Incorporation of
TIBURON INTERNATIONAL TRADING CORP.
Article I is hereby amended and restated in its entirety to read as follows:
The name of the corporation is Fact, Inc.
Article III is hereby amended and restated in its entirety to read as follows:
The Corporation is authorized to issue 150,000,000 shares of common stock (the “Common Stock”), par value per share $0.001.
Stock Split of the Outstanding Common Stock: upon the effectiveness (the “Effective Time”) of this Certificate of Amendment to the Articles of Incorporation of the Corporation, each share of the Common Stock (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, will automatically be reclassified as or turn into twenty (20) shares of the Common Stock of the Corporation (the “Stock Split”) as has been determined by the board of directors in its sole discretion and publicly announced by the Corporation at least three days prior to effectiveness of this Certificate of Amendment (the “Stock Split”). Notwithstanding the foregoing, no fractional shares shall be issued in connection with the Stock Split. Fractional shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of the Old Common Stock (“Old Certificate”), shall thereafter and without the necessity for presenting the same for exchange, represent that number of shares of Common Stock as equals the quotient obtained by multiplying the number of shares of the Old Common Stock represented by such Old Certificate immediately prior to the Effective Time by twenty (20), subject to the rounding up of any fractional share interests as described above; provided that, however, each person holding of record an Old Certificate shall receive, upon surrender of such Certificate, a new certificate evidencing and representing the number of shares of capital stock to which such person is entitled under the foregoing reclassification.
Exhibit 99.1
Tiburon International Trading Corp (OTC:TNCP) – announced today that it is changing its corporate name to FACT, Inc. The name change reflects the company’s shift in strategic focus towards bringing forensic technology to the $64B art market as it winds down the historic business. Adapting award-winning forensic ballistics technology, FACT, Inc offers the latest innovation in the future of art authentication, tracking and collection management through digital technology solutions.
“The new name – Forensic Art Certification Technology or FACT – allows us to emphasize our wide-ranging business objective around changing the way art is authenticated, tracked and managed across multiple sectors throughout the art industry. There is an estimated $6B black market for art, making art crime including fraud and forgery the third highest grossing crime in the world. FACT utilizes the same ballistics technology currently employed by global law enforcement agencies to authenticate a painting. Using interferometry, we can scan a painting to capture a unique digital fingerprints beyond the level of the artists individual brush stroke which cannot be reproduced,” said Patricia Trompeter, COO/CFO of FACT, Inc. “We are committed to delivering breakthrough products and services that will revolutionize security for the art market. Our suite of products include authentication, condition reporting, GPS tracking, provenance data, as well as collection management – all stored securely on blockchain accessible in real time to the consumer.”
The new name is effective immediately and will be implemented across the company’s product and services throughout the calendar year 2020. For more information visit factsecured.com.
Safe Harbor Statement:
To the extent any statements contained in this presentation of Fact, Inc. (the “Company”) contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and the information that are based upon beliefs of, and information currently available to, the company’s management as well as estimates and assumptions made by the company’s management. These statements can be identified by the fact that they do not relate strictly to historic or current facts. When used in this presentation the words “estimate,” “expect,” intend,” believe,” plan,” “anticipate,” “projected” and other words or the negative of these terms and similar expressions as they relate to the company or the company’s management identify forward-looking statements. Such statements reflect the current view of the company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the company’s industry, its operations and results of operations and any businesses that may be acquired by the company. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, the company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the company does not intend to update any of the forward-looking statements to conform these statements to actual results.