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): April 9, 2018

 

FUNDTHATCOMPANY

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-208350

 

47-4982037

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(I.R.S. Employer

Identification Number)

 

1815 NE 144 Street

North Miami, FL 33181

(Address of principal executive offices)

 

555/114 Moo 9, Sattahip District

Chonburi, 20180, Kingdom of Thailand

(Former Address)

 

(877) 451-0120

(Registrant’s telephone number, including area code)

 

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 2459.244a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

 

 
 
 
 

 

Section 5 – Corporate Governance and Management

 

Item 5.01 Changes in Control of Registrant.

 

Effective April 9, 2018, Chayut Ardwichai, the holder of an aggregate of 43,750,000 shares of Common Stock of FUNDTHATCOMPANY (the “Company”), representing approximately 59.24% of the issued and outstanding shares of Common Stock of the Company, sold all 43,750,000 of his shares of Common Stock to Crypto Ventures Capital, Inc., a Florida corporation, shown in the table below, which now beneficially owns greater than 5% of the Company’s issued and outstanding shares of Common Stock (the “Purchaser”), for a total purchase price of $323,000.

 

As a result of the transaction on April 9, 2018, the Purchaser owns Common Stock representing approximately 59.24% of the issued and outstanding shares of Common Stock. The purchase of common stock by the Purchaser was financed with a combination of savings of the Purchaser and loan proceeds.

 

The following table sets forth, as of today’s date, certain information regarding the beneficial ownership of the shares of Common Stock by: (i) each person who, to the Company’s knowledge, beneficially owns 5% or more of the shares of Common Stock and (ii) each of the Company’s directors and “named executive officers.” As of April 9, 2018, there were 73,850,000 shares of Common Stock issued and outstanding.

 

Title of class

 

Name and address of beneficial owner and nature of beneficial ownership

 

Amount

 

Percent of class

 

Officers and Directors

 

Common

 

Chayut Ardwichai, Departing CEO and Departing Director

 

0

*

 

*0

%

 

Common

 

Yosef Biton, CEO and Director

 

43,750,000

(1)

 

59.24

%

 

1815 NE 144 Street, North Miami, FL 33181

 

Total Officers and Directors

 

43,750,000

 

59.24

%

____________

*

Chayut Ardwichai sold all of his 43,750,000 shares of the Company’s Common Stock, effective April 9, 2018, and now owns 0%.

 

 

(1)

 Mr. Biton’s 43,750,000 shares are held in the name of Crypto Ventures Capital, Inc., a Florida corporation beneficially owned and controlled by Mr. Biton.

 

The above table reflects share ownership as of the Record Date, and after giving effect to the transactions that took place on the Closing Date. Each share of Common Stock has one vote per share on all matters submitted to a vote of our shareholders. We have no preferred stock issued and outstanding.

 
 
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

 

On the Closing Date, Mr. Ardwichai resigned all officer positions with the Company and resigned as Chairman of the Board (but remained a Board member). Mr. Ardwichai also resigned as a director of the Company, provided that his resignation is subject to and not effective until the Company’s Transfer Agent has finalized the transfer of the 43,750,000 shares of common stock. The Company did not have any committees, and therefore Mr. Ardwichai never served on any committees. Mr. Ardwichai did not resign as a result of any disagreement with the Company.

 

Mr. Yosef Biton was appointed Chairman of the Board, and the Board appointed him to the following officers and directors:

 

Name

 

Age

 

Position(s)

Yosef Biton

 

38

 

CEO, President, Secretary, Treasurer, Director, Chairman

 

Yosef Biton- Chief Executive Officer, President, Secretary, Treasurer, Chairman of the Board, Director

 

Yosef Biton, age 38, is President, Chief Executive Officer, Secretary, Treasurer, Chairman of the Board and Director of FundThatCompany. As CEO, he oversees the day-to-day operations of the company and manages its growth. Over the last 10 years, Mr. Biton has been a serial entrepreneur and investor, owning, operating or investing in many private businesses including ones engaged in online ecommerce, real estate, construction and retail. He also is President of Crypto Ventures Capital, Inc., a Florida corporation, which is the majority shareholder in FundThatCompany.

 

Mr. Biton’s experience in leadership and business development, has led the Board of Director to reach the conclusion that he should serve as a Director and Chief Executive Officer of the Company. On April 9, 2018, Mr. Biton was appointed as the Chief Executive Officer and Director of the Company.

 

The Company has not entered into any material plan, contract or arrangement (whether or not written) with its new officer and director appointed on April 9, 2018.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

 

Description

10.1

 

Written Board Consent Appointing New Officers and Directors dated April 9, 2018

10.2

 

Resignation Letter of Chayut Ardwichai

 
 
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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

FUNDTHATCOMPANY

 

 

 

Date: April 9, 2018

By:

/s/ Yosef Biton

 

 

Yosef Biton, Chief Executive Officer

 

 

 

4

 

EXHIBIT 10.1

 

ACTION BY WRITTEN CONSENT OF DIRECTORS

 

(Nevada Revised Statutes 78.315(2))

 

OF

 

FUNDTHATCOMPANY

 

A Nevada Corporation

 

 

  

The undersigned, Sole Director of FUNDTHATCOMPANY a Nevada Corporation (the "Corporation") pursuant to the Bylaws of the Corporation and the Nevada Revised Statutes, hereby consents to the following actions of the Corporation as of April 9, 2018.

 

1. APPOINTMENT OF OFFICERS AND DIRECTORS

 

RESOLVED: That the Board of Directors hereby accepts the Resignation Letter submitted by Chayut Ardwichai from the offices of President, Chief Executive Officer, Chief Financial Officer, Chairman, Secretary, and Treasurer effective April 9, 2018, and acknowledges that Mr. Ardwichai’s resignation from the Board of Directors is not effective the Company’s transfer agent has finalized the transfer of 43.750,000 shares of common stock from Mr. Ardwichai to Crypto Ventures Capital, Inc., a Florida corporation beneficially owned and controlled by Mr. Yosef Biton.

 

RESOLVED: That the following individuals were appointed to serve as officers and/or directors:

 

 

Yosef Biton

CEO, President, Secretary, Treasurer, Director, Chairman

 

2. OMNIBUS RESOLUTION

 

RESOLVED FURTHER, that the foregoing officer of the Corporation, and such persons appointed to act on his behalf pursuant to the foregoing resolutions, are hereby authorized and directed in the name of the Corporation and on its behalf, to execute any additional certificates (including any officer's certificates), agreements, instruments or documents, or any amendments or supplements thereto, or to do or to cause to be done any and all other acts as they shall deem necessary, appropriate or in furtherance of the full effectuation of the purposes of each of the foregoing resolutions.

 

This Unanimous Written Consent of the Board of Directors of FUNDTHATCOMPANY may be executed in any number of counterparts and each of such counterparts shall for all purposes constitute one Written Consent, notwithstanding that all directors are not signatories to the same counterpart, effective as of the date first written above. This Unanimous Written Consent may be executed by facsimile and such facsimile copy shall be conclusive evidence of the consent and ratification of the matters contained herein by the undersigned director.

 

Dated: April 9, 2018

 

/s/ Chayut Ardwichai                                  

 

Chayut Ardwichai, Director

EXHIBIT 10.2  

 

RESIGNATION AS PRESIDENT, SECRETARY, TREASURER

 

AND CHAIRMAN OF THE BOARD OF DIRECTORS

 

I, Chayut Ardwichai, having been appointed President, Secretary, Treasurer and Chairman of the Board of Directors of FundThatCompany a Nevada Corporation, do hereby resign said positions effective on this 9 th Day of April, 2018.

 

/s/ Chayut Ardwichai                                 

 

Chayut Ardwichai