Form 8-K FACT, Inc. For: March 22



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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

Report Date (date of earliest reported event): March 22, 2021

FACT, INC.

(Exact name of the registrant as stated in the statutes)

Nevada 333-223568 98-1350973

(State or other jurisdiction

the foundation)

(Commission

file number)

(IRS employer

Identification Number.)

2 Toronto Street, Suite 231

Toronto, Ont

M5C 2B5
(Head office address) (Postal code)

Registrant’s phone number, including area code: (437) 703-2482

Tiburon International Trading Corp.

Xinkaicun, Group 5, Weizigouzhen, Jiutai

Changchun, Jilin Province, China 130519

(former name, address and financial year if changed since last notification)

Copies to:

Arthur S. Marcus, Esq

Sichenzia Ross Ferrence 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 submission of the Form 8-K is intended to concurrently satisfy the registrant’s submission obligation under any of the following provisions:

[  ] Written notices required by Rule 425 of the Securities Act (17 CFR 230.425)
[  ] Obtaining Material Pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-Commencement Notices Pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d 2(b))
[  ] Pre-Commencement Notices Pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act: None

Tick ​​to indicate whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 240.12b-2 of this chapter). Chapter).

Emerging growth company [X]

If this is an emerging growth company, indicate by ticking whether the registrant has elected not to use the extended grace period to comply with new or revised accounting standards under Section 13(a) of the Stock Exchange Act. [  ]

Item 5.02 Resignations of directors or certain officers; election of directors; appointment of certain officers; Compensation Arrangements of Certain Officers

On March 22, 2021, Brian McWilliams resigned as Chief Executive Officer of Fact, Inc. (the “Company”). Mr. McWilliams’ resignation is effective immediately. Mr. McWilliams also resigned as a member of the Company’s Board of Directors.

On March 22, 2021, Patricia Trompeter was appointed to fill the position of Chief Executive Officer of the Company. Ms. Trompeter’s appointment is effective immediately.

Clause 7.01 Disclosure of Regulation FD

On March 22, 2021, Fact, Inc. (the “Company”) issued the attached press release. A copy of the press release is attached and is incorporated by reference in its entirety Exhibit 99.1.

Item 9.01 Financial Statements and Appendices

(d) Exhibits.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly arranged for this report to be signed on its behalf by the undersigned, duly authorized hereby.

FACT, INC.
Date: March 22, 2021 Through: /s/ Patricia Trumpeter
Patricia Trumpeter
CFO

Exhibit 99.1

FACT, Inc. announces Patricia Trompeter as CEO

Toronto, ON – March 22, 2021 – FACT, Inc. (OTC: FCTI) (the “company” or “FACT“) a global leader in authentication technology for fine art and collectibles, today announced that Patricia Trompeter has been appointed chief executive officer following the departure of former CEO Brian McWilliams, who is pursuing outside business ventures.

Ms. Trompeter, a finance professional with more than seventeen years of executive management experience, has served as FACT’s Chief Operating Officer since the company’s inception. Prior to joining FACT, she spent a significant portion of her career at General Electric, primarily GE Capital, where she held a variety of leadership roles including CFO, Controller, Operations Leader, Quality Leader and VP Finance, Mergers & Acquisitions. During her career at GE, Ms. Trompeter has successfully completed more than $17 billion in acquisitions.

Ms. Trompeter has always had a keen eye for disruptive and emerging technologies across a wide range of industries. “FACT caught my eye right from the start,” commented Ms. Trompeter. “Our non-contact scanning will put a tremendous strain on the billions of dollars lost to art and collectibles fraud each year. It is an exciting time as we expand our strategy to include NFTs as a product offering to our customers. I am delighted to be appointed CEO and to lead such a groundbreaking company, thanks to Mr. McWilliams’ key vision and leadership. Brian will be greatly missed!”

FACT, Forensic Asset Certification Technology, has developed technology that determines the authenticity of an asset at a level of detail that is invisible to the human eye. The company strives to eliminate $6 billion in art stolen worldwide each year, as well as the pervasive fraud in the fine collectibles market.

Mr McWilliams stated, “I am so proud of what FACT has achieved to date and I wish Mrs. Trompeter and the company nothing but success as they continue to provide the art and collectors industry with the reassurance it deserves.”

The Company is currently evaluating options to fill the position of Chief Operating Officer.

ABOUT FACT INC.

FACT, Inc, (Forensic Asset Certification Technology) is a global organization revolutionizing security for the art and collectors market. FACT uses ballistics technology currently used by law enforcement agencies worldwide to authenticate and analyze artwork and collectibles. FACT offers a range of robust collections management products that include authentication, condition reporting, GPS tracking and lineage data – all securely stored on the blockchain and accessible to the consumer in real-time. The FACT software application is applicable to various channels within the art and collecting industry including secured lending, insurance, dealers, auction houses, appraisal firms and private collectors. FACT, Inc. is headquartered in Toronto, Ontario.

FACT, Inc.

2 Toronto Street

Episode 231

Toronto, ON M5C 2B5

Contact: Patricia Trumpeter

Emall:
[email protected]

Forward-Looking Statements

All statements contained in this press release, other than statements of historical fact, are “forward-looking statements,” which are often, but not always, indicated by the use of words such as “may,” “could,” “will,” “likely to result,” “would”, “should”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “aim”, “further”, “goal”. ‘ or the negation of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by these statements, including: the Company’s dependence on a key customer for a significant percentage its earnings; the Company’s ability to complete any proposed financing, acquisition or transaction, the timing of closing of any such proposed event, including the risks that a condition to closing will not be satisfied within the expected time frame or at all, or that the closing of any proposed financing , acquisition or transaction will not occur or whether such event will enhance shareholder value; the Company’s ability to continue as a going concern; the Company’s ability to attract, retain and grow its customer base; the Company’s ability to maintain compliance with certain financial and other agreements; the company is successfully executing its growth strategy; management’s relationships with industry stakeholders; the impact of the global Covid-19 pandemic; changes in economic conditions; Contest; risks and uncertainties inherent in the operations of the Company’s subsidiaries; and other risks, uncertainties and factors. These forward-looking statements speak only as of the date of this release and the Company disclaims any obligation to update these statements, except as required by law. The Company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1993

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