0001144204-18-019869.txt : 20180410 0001144204-18-019869.hdr.sgml : 20180410 20180410080022 ACCESSION NUMBER: 0001144204-18-019869 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20180410 DATE AS OF CHANGE: 20180410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IWEB, Inc. CENTRAL INDEX KEY: 0001648365 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89789 FILM NUMBER: 18746846 BUSINESS ADDRESS: STREET 1: 8952 BRACKEN CLIFT CT. CITY: LAS VEGAS STATE: X1 ZIP: 89129 BUSINESS PHONE: 7604715043 MAIL ADDRESS: STREET 1: 8952 BRACKEN CLIFT CT. CITY: LAS VEGAS STATE: X1 ZIP: 89129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Wongnapachant Ratanaphon CENTRAL INDEX KEY: 0001708105 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 121/34 RS TOWER,8TH FL,RATCHADAPHISEK RD STREET 2: DIN DAENG SUB-DISTRICT,DIN DAENG DISTRIC CITY: BANGKOK STATE: W1 ZIP: 00000 SC 13D/A 1 tv490758_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

IWeb, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

46603Y307

(CUSIP Number)

Ratanaphon Wongnapachant

c/o IWeb, Inc.

121/34, RS Tower, 8th Floor

Ratchadaphisek Road, Din Daeng Sub-district, din Daeng District,

Bangkok, Thailand

+825-23680129

(Name, Address and Telephone Number of Persons Authorized to

Receive Notices and Communications)

March 25, 2018

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 46603Y307

1	Name of Reporting Person. Ratanaphon Wongnapachant
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) o (b) o
3	SEC Use Only
4	Source of Funds (See Instructions) OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
6	Citizenship or Place of Organization Thailand

Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 12,955,000
	8	Shared Voting Power 0
	9	Sole Dispositive Power 12,955,000
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,955,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13	Percent of Class Represented by Amount in Row (11) 34.4%(1)
14	Type of Reporting Person IN

1. Based on 37,697,500 shares of common stock, par value $0.0001, outstanding as of March 18, 2018 as set forth by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2018. All share numbers above reflect a 1-for-2 reverse stock split effected by the Company on March 13, 2018.

Introductory Statement

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed on June 8, 2017, with respect to shares of common stock, par value $0.0001 per share (the “Common Stock”), of IWeb Inc., a Nevada corporation (the “Issuer”). All share numbers have been adjusted to reflect a 1-for-2 reverse stock split, which became effective on March 13, 2018. Except as otherwise provided herein, each Item of the Initial Statement, as amended, remains unchanged.

Item 4. Purpose of Transaction

The information contained in Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Initial Statement is hereby amended and restated as follows:

The percentage of the class of securities set forth below is based on 37,697,500 shares of common stock, par value $0.0001, outstanding as of March 18, 2018 as set forth by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 20, 2018.

(a)

The aggregate number of the class of securities beneficially owned by the Reporting Person is 12,955,000 and the percentage of the class of securities beneficially owned by the Reporting Person is 34.4%.

(b)

The number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote: 12,955,000 shares

(ii) Shared power to vote or to direct the vote: 0 shares

(iii) Sole power to dispose or to direct the disposition of: 12,955,000 shares

(iv) Shared power to dispose or to direct the disposition of: 0 shares

(c)

Other than as described herein, the Reporting Person has not engaged in any transaction involving the Issuer’s common stock.

(d)

Not applicable.

(e)

Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Initial Statement is hereby amended and supplemented as follows:

On March 25, 2018, the Reporting Person entered into a series of Share Transfer Agreements (collectively, the “Transfer Agreements”) pursuant to which the Reporting Person sold an aggregate of 5,000,000 shares of Common Stock for an aggregate purchase price of $5,000,000 in private transactions. The Transfer Agreements contain customary representations, warranties and covenants.

The foregoing description of the Transfer Agreements does not purport to be complete and is qualified by reference to the full text of the Transfer Agreements filed herewith as Exhibits 99.2, 99.3 and 99.4.

Item 7. Material to be Filed as Exhibits

Item 7 of the Initial Statement is hereby amended and supplemented as follows:

Exhibit	Description

99.1	Share Exchange Agreement, dated May 15, 2017, by and among IWeb, Inc., Enigma Technology International Corporation and the Enigma Stockholders named therein.†
99.2	Share Transfer Agreement, dated March 25, 2018, by and between Ratanaphon Wongnapachant and Chor Wah Choi.
99.3	Share Transfer Agreement, dated March 25, 2018, by and between Ratanaphon Wongnapachant and Oi Ming Denise Tang.
99.4	Share Transfer Agreement, dated March 25, 2018, by and between Ratanaphon Wongnapachant and Antonio Chan.

†	Previously filed.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 10, 2018

	/s/ Ratanaphon Wongnapachant
	Ratanaphon Wongnapachant

EX-99.2 2 tv490758_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

SHARE TRANSFER AGREEMENT

This share transfer agreement (the “Agreement”) sets out the terms and conditions upon which Mr Ratanaphon Wongnapachant, will transfer certain Post reverse-split ordinary shares held by him to Ms CHOI Chor Wah (the “Transferee”), being a HK Citizen with the passport number of XXXXXXXX with registered address at Flat 7C, Fulham Garden, 84 Pokfulam Road, HK (together, the “Parties”).

WHEREAS, the Transferor is the registered proprietor of 750,000 Post reverse-split ordinary shares with the par value of US$0.0001 each (the “Shares”) of IWeb Inc., a Nevada corporation (the “Company”).

WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such terms as are set out throughout this Agreement.

WHEREAS, the Transferee for its part is desirous of acquiring the Shares on such terms as are set out in this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. TRANSFER OF SHARES It is agreed that:

1.1 the Transferor transfers absolutely all title over the Shares to the Transferee in consideration of that amount set out in clause 2.

1.2 the transfer is absolute and includes all rights and obligations connected to the Shares including but not limited to all rights to dividends, capital and voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and be paid to the Transferee.

1.3 the transfer is effective on the execution of this Agreement and payment of the amount set out in clause 2.

2. TRANSFER PRICE It is agreed that the Shares shall be transferred for the price of US$750,000.

3. COST OF TRANSFER It is agreed that the cost of registering the transfer of the Shares (if any) will be borne by the Transferee.

4. WARRANTIES AND INDEMNITIES It is agreed that:

4.1 The Transferor warrants that it is the true owner of the Shares and is absolutely entitled to all of their benefit.

4.2 The Transferor warrants that it is not acting as a nominee or trustee and that no other rights exist in connection with the Shares.

4.3 Each Party hereby declares that they have all necessary powers and approvals to enter into this share transfer Agreement.

4.4 Each Party hereby declares that they are not aware of any matter within their control which might have any negative or adverse effect upon the performance of their obligations under this share transfer Agreement.

4.5 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party.

4.6 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any party does not constitute a waiver of those rights.

4.7 Each Party hereby warrants that they will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement.

4.8 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below.

4.9 Except if it is clear from the wording of a clause and with regard to the whole of the Agreement that a specific clause is intended to mean otherwise than: any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa).

4.10 The heading titles contained within in this share transfer Agreement are included as a drafting reference only and for ease of reference, they do not comprise part of the Agreement.

4.11 This Agreement may be executed in more than one language by consent between the Parties and if there arises some conflict between the various translation of this Agreement then the English version shall prevail.

4.12 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety.

4.13 This Agreement can be executed either in one original or in more than one counterpart.

4.14 This Agreement is binding on both Parties by virtue of the conduct of both parties and in spite of any defect or error in the formality of its execution.

4.15 The Transferor hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the Transferee against any and all losses howsoever caused arising from a breach of the warranties or other terms of this Agreement.

5. VARIATION This Agreement may be varied and any variation must be made in writing by both Parties.

6. NOTICES Notices served pursuant to any term of this Agreement must be served in writing and will be served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.

7. GOVERNING LAW, DISPUTES AND ARBITRATION It is agreed that:

8.1 This Agreement is made under the exclusive jurisdiction of the laws of Hong Kong.

8.2 Disputes under this Agreement are subject to the exclusive jurisdiction of the courts of Hong Kong.

8.3 Notwithstanding the terms of 8.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.

8. EFFECTIVENESS OF THIS AGREEMENT. This Agreement shall become effective when it is executed by all parties and the date stated in the first sentence of this Agreement shall be the effective date.

[signature page follows]

IN WITNESS WHEREOF, each of the Parties has executed this share transfer Agreement:

DATE: March 25, 2018

Ratanaphon Wongnapachant (Transferor)

/s/ Ratanaphon Wongnapachant
(Signature)

CHOI Chor Wah (Transferee)

/s/ Choi Chor War
(Signature)

EX-99.3 3 tv490758_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

SHARE TRANSFER AGREEMENT

This share transfer agreement (the “Agreement”) sets out the terms and conditions upon which Mr Ratanaphon Wongnapachant, will transfer certain Post reverse-split ordinary shares held by him to Ms TANG Oi Ming Denise (the “Transferee”), being a HK Citizen with the passport number of XXXXXXXX with registered address at Flat 4A, Fulham Garden, 84 Pokfulam Road, HK (together, the “Parties”).

WHEREAS, the Transferor is the registered proprietor of 3,000,000 Post reverse-split ordinary shares with the par value of US$0.0001 each (the “Shares”) of IWeb Inc., a Nevada corporation (the “Company”).

WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such terms as are set out throughout this Agreement.

WHEREAS, the Transferee for its part is desirous of acquiring the Shares on such terms as are set out in this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. TRANSFER OF SHARES It is agreed that:

1.1 the Transferor transfers absolutely all title over the Shares to the Transferee in consideration of that amount set out in clause 2.

1.3 the transfer is effective on the execution of this Agreement and payment of the amount set out in clause 2.

2. TRANSFER PRICE It is agreed that the Shares shall be transferred for the price of US$3,000,000.