437 CAPITAL Fund Corp. – ‘1-A’ on 5/18/21 – ‘PART II AND III’

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Offering Statement   —   Form 1-A   —   Regulation A/A+

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Document/Exhibit                   Description                      Pages   Size 

 1: 1-A         Offering Statement -- primary_doc.xml               HTML      2K 
 2: PART II AND III  Offering Statement - Parts II and III            14±    54K 

‘PART II AND III’   —   Offering Statement – Parts II and III

Document Table of Contents

Offering Circular                                                               
February 25, 2021                                                               

437 Capital Fund Corp,                                                          

Up to 40,000,000 Shares of Common Stock                                         
We are offering 40,000,000 Shares of Common Stock on a Best                     
Efforts basis. Since there is no minimum amount of securities                   
that must be purchased, all investor funds will be available to                 
the company upon commencement of this Offering and no investor                  
funds will be returned if an insufficient number of shares are                  
sold to cover the expenses of this Offering and provide net                     
proceeds to the company.                                                        

These are speculative securities. Investing in our shares                       
involves significant risks. You should purchase these securities                
only if you can afford a complete loss of your investment. See                  
Risk Factors                                                                    
We are an emerging growth company as defined in the Jumpstart                   
Our Business Startups Act (the ?JOBS Act?) and, as such, may                    
elect to comply with certain reduced reporting requirements for                 
this Offering Circular and future filing after this offering.                   

Number                                                                          
Of                                                                              
Shares                                                                          
Price                                                                           
To                                                                              
Public                                                                          
Underwritin                                                                     
g                                                                               
discount                                                                        
and                                                                             
commission                                                                      
Proceeds                                                                        
To                                                                              
issuer                                                                          
Proceed                                                                         
s                                                                               
To                                                                              
Others                                                                          
Per                                                                             
Share                                                                           
1.00                                                                            
..50                                                                            
..20                                                                            
..30                                                                            
0.00                                                                            

Maximum                                                                         
Offerin                                                                         
g                                                                               
40,000,00                                                                       
0                                                                               
$20,000,00                                                                      
0                                                                               
$8,000,000                                                                      
$12,000,00                                                                      
0                                                                               
0.00                                                                            

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT                   
PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES                  
OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE                 
ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER                      
SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO                
AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE                
COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE                   
SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.                                
The Offering will terminate at the earlier of: (1) the date at                  
which the maximum offering amount has been subscribed, (2) the                  
date which is one year from this Offering Statement being                       
qualified by the Commission, or (3) the date at which the                       
Offering is earlier terminated by the company in its sole                       
discretion.                                                                     

This Offering Circular follows the disclosure format prescribed                 
by Part I of Form S-1 pursuant to the general instructions of                   
Part II(a)(1)(ii) of Form 1-A                                                   

437 CAPITAL FUND CORP                                                           
2244 MAIN ST SUITE 13, CHULA VISTA CA 91910                                     

Offering Date February 25, 2021                                                 

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS                   
AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY,                   
ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-                
LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE                
BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANYS                         
MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS                      
ESTIMATE, PROJECT, BELIEVE, ANTICIPATE, INTEND,                                 
EXPECT AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY                         
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT                            
MANAGEMENTS CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE                 
SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE                         
COMPANYS ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE                         
CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE                      
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING                  
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE                   
MADE.                                                                           

TABLE OF CONTENTS                                                               
Table of Contents                                                               
1.SUMMARY OF OFFERING MEMORANDUM        4                                       
2.RISK FACTORS  5                                                               
3.DILUTION      8                                                               
4.USE OF PROCEEDS       9                                                       
5.DESCRIPTION OF BUSINESS       10                                              
6.DESCRIPTION OF PROPERTY       10                                              
7.MANAGEMENT DISCUSSION AND ANALYSIS    10                                      
8.DIRECTORS, EXUCTIVE OFFICERS, AND SIGNIFICANT MEMBERS 11                      
9.COMPENSATION OF EXUCTIVE OFFICERS     11                                      
10.SECURITES BEGIN OFFERED      12                                              
11.  INTERM FINANCIAL STATEMENTS        13                                      
12. SIGNATURES  14                                                              

1.SUMMARY OF OFFERING MEMORANDUM                                                
The following summary highlights selected information contained                 
in this Offering Memorandum. This summary does not contain all                  
the information that may be important to you. You should read                   
the more detailed information contained in this Offering                        
Memorandum.                                                                     

The Company:                                                                    
437 Capital Fund Corp. is holding company that targets five key                 
industries, Agriculture, Banking, Manufacturing, Real Estate,                   
and transportation. Headquarter in San Diego, California, 437                   
Capital Fund Corp. was created to offer new innovative                          
solutions, methods, and techniques to stagnant industries, and                  
garnish a significant industry market share.                                    
Our Proprietary methods, and supply chains, provides the ability                
for rapid expansion into the five targeted industries, as well                  
as the ability to vertical integrate, we can offer the best                     
solutions to our clients enabling us to set a dominant footprint                
in the target sectors.                                                          
The products and services that the companies in the holding                     
company, will target wholesale giants in the agriculture space,                 
emerging markets in the Banking sector, product manufacturing                   
companies in the manufacturing space, Business and Residential                  
developments and formation of REITs in the Real Estate space,                   
and other transportation companies looking for tech in the                      
transportation space.                                                           
The Offering                                                                    
Securities Offered                                                              

40,000,000 Shares of Common                                                     
Stock                                                                           

Price Per Share                                                                 

$0.50                                                                           

Offering Amount                                                                 

$20,000,000                                                                     

Shares of Common Stock                                                          
Outstanding Before Offering                                                     

360,000,000                                                                     

Shares of Common Stock                                                          
Outstanding After Offering                                                      

400,000,000                                                                     

Proposed U.S Quoting                                                            

We intent to get quoted in the                                                  
OTCBB, having a Market Maker                                                    
File Form 211 with FINRA, In                                                    
order to have a market place                                                    
for our securities, were we                                                     
are required to file Annual,                                                    
and Quarterly Reports                                                           

Use of Proceeds                                                                 

The use of proceeds from the                                                    
offering, will be used to fund                                                  
expansion and growth across                                                     
the sectors that we have                                                        
targeted.                                                                       

Management Control                                                              

Our Founder Daniel Testa, owns                                                  
80 percent of our company                                                       
stock and his majority stake                                                    
might continue even after this                                                  
offering.                                                                       

Risk Factors                                                                    

Investing in our shares                                                         
involves high degree of risk,                                                   
as an investor you should be                                                    
able to bear a complete lost                                                    
of investment.                                                                  

2.RISK FACTORS                                                                  
Prospective investors should carefully consider the following                   
risk factors.  As a result of these considerations, as well as                  
others inherent in any investment in a ?start-up? company, an                   
investment in the Company is not appropriate for all investors.                 
There can be no assurance that the Company?s objectives will be                 
achieved and no assurance of profits or even return of any                      
invested capital.  Each prospective investor acknowledges that                  
there are certain risks that he/she/it has evaluated and                        
accepted in connection with an investment in the Company.  These                
risks include, but are not limited to those listed below.                       

GENERAL RISK FACTORS                                                            

LOSS OF INVESTMENT.  This investment involves a high degree of risk,            
and there can be no assurance that all or part of your investment               
will not be lost. There can be no assurance that the Company will               
be successful.                                                                  

LACK OF LIQUIDITY.   Investors should be fully aware of the long-               
term nature of their investment in Securities.  The Securities                  
are being offered under an exemption from registration under the                
Securities Act and applicable state securities laws.                            
Accordingly, there is no market for the Securities and it is                    
highly unlikely that a market will develop in the near future.                  
Purchasers of Securities will bear the economic risk of their                   
investment for an indefinite period of time.  The Company will                  
require investors to represent that they are purchasing                         
Securities for investment and agree to significant restrictions                 
on transfer of the Securities.  If certificated, certificates                   
representing Securities will bear legends describing such                       
restrictions.  Consequently, an investor may be unable to                       
liquidate his/her/its investment and should be prepared to hold                 
the Securities indefinitely.                                                    

VARIANCE FROM FORECASTS AND FINANCIAL UNCERTAINTY.  The financial               
projections set forth in this Memorandum have been prepared on                  
the basis of certain assumptions that management believes are                   
reasonable.  There can be no assurances that the underlying                     
assumptions accurately reflect the Company?s opportunities and                  
potential for success. The risk exists that actual experience may               
differ materially from the projections or the assumptions on                    
which they are based.  No representation is made respecting the                 
future accuracy or attainment of the projections.                               

KEY PERSONNEL.  The Company?s future success depends to a                       
significant degree upon the continued service of certain key                    
personnel.  The loss or interruption of the service of the                      
Company?s senior management or their inability to perform their                 
respective duties would have a materially negative effect on the                
activities and prospects of the Company.  The Company?s future                  
success also depends on its ability to attract, retain and                      
motivate highly qualified management, sales, marketing, technical               
and staff support employees.  Competition for such personnel is                 
intense, and there can be no assurance that the Company will be                 
able to retain its existing employees or attract, retain and                    
motivate highly qualified personnel in the future.  If the                      
Company is unable to hire the necessary personnel, its ability to               
market the Company?s products and/or services could be impaired.                
Such impairment could have a material adverse effect upon the                   
Company?s business, financial condition and results of                          
operations.  The Company may use a variety of incentive plans to                
attract and retain key management personnel, including an equity                
incentive plan and bonus plans.                                                 

SALES FORCE PERSONNEL. With our built-in marketing strategy, we will            
have no reason for a sales force. We believe the entire company                 
can be run with less than 50 to 75 people, no matter how large                  
the company grows.                                                              

COMPETITION. The markets in which we offer our services may be                  
highly competitive with respect to functionality of products                    
and/or services, quality, price and innovation. Many of the                     
Company?s potential competitors have substantially greater                      
financial, research and development, marketing and other                        
resources, than the Company. The Company?s competitors may be                   
better able to withstand slow periods in the industry and be in a               
better position to compete for customers. The Company makes no                  
assurances that competitors will not offer services with similar                
qualities but at a lower cost, which could render the Company?s                 
products and/or services noncompetitive.                                        

PARTNERING FOR TECHNOLOGICAL CAPABILITIES AND NEW PRODUCTS AND SERVICES.  The   
Company?s ability to remain competitive will depend, in part, on                
its ability to continue to seek partners that can offer                         
technological improvements and improve existing products and                    
services offered to our customers. We are committed to attempting               
to keep pace with technological change, to stay abreast of                      
technology changes, and to look for partners that will develop                  
new products and services for our customer base.  The Company                   
cannot assure prospective investors that it will be successful in               
finding partners or be able to continue to incorporate new                      
developments in technology, to improve existing products and                    
services, or to develop successful new products and services, nor               
can the Company be certain that its newly-developed products and                
services will perform satisfactorily or be widely accepted in the               
marketplace or that the costs involved in these efforts will not                
be substantial.                                                                 

TAX RISKS.  Prospective investors are urged to consult their own                
tax advisor with respect to any federal, state, and local tax                   
consequences arising from an investment in this Offering.   The                 
Company provides no tax advice in connection with the Offering.                 

EXPECTATION OF FUTURE LOSSES AND LACK OF PROFITS; EARLY STAGE COMPANY.          
Management currently projects to incur operating losses through                 
at least Q3 2021.  The Company?s ability to generate revenues                   
and profits will depend on the successful recruiting and                        
development, commercialization, and marketing of its services.                  
Failure of any of these conditions could adversely affect the                   
Company?s results of operations.                                                

ANTICIPATED DISTRIBUTIONS.  The Company has not made any                        
distributions on its equity securities since its inception and                  
does not intend to make any distributions in the foreseeable                    
future.  Other than tax distributions, if and/or when the                       
Company is profitable, the Company intends to retain most of its                
earnings, if any, for use in its business operations.                           

LIMITED OPERATING HISTORY.  The likelihood of the Company?s success             
must be considered in light of the problems, expenses,                          
difficulties, complications and delays frequently encountered in                
connection with the establishment of a new business, the                        
expansion of that business, and the development of new products                 
and services.                                                                   

FUTURE CAPITAL NEEDS.  The Company?s future capital requirements                
will depend on many factors, including cash flow from                           
operations, successful recruiting of talented sales force, the                  
terms of its vendor contracts, competing technological and                      
market developments, and the Company?s ability to market its                    
products and services successfully.  The funds generated by this                
Offering will be insufficient to fund the Company?s activities                  
and it will be necessary to raise additional funds through other                
equity financing or debt financings.  In addition, venture                      
capital investors (of the type that the Company may contact in                  
the future) may receive senior securities with greater rights                   
than holders of Common Stock of the Company.  Any equity                        
financings will result in substantial dilution to the Company?s                 
then existing equity holders, and any financing, if available at                
all, may not be on terms favorable to the Company.  If adequate                 
funds are not available, there would be a material adverse                      
effect on the Company?s ability to continue as a going concern.                 

CONTROLLING HOLDERS.  Currently, senior management owns a majority              
of the Company?s equity securities and will continue to own a                   
majority after the Offering.   Accordingly, pursuant to the                     
Operating Agreement, they are entitled to elect a majority of                   
the managers and may be expected to control the Company for the                 
foreseeable future.                                                             

COMPANY VALUATION.  The offering price of the Common Stock of the               
Company has been set by the Company and by the lead investor in                 
the Common Stock of the Company and is substantially higher than                
the book value per ownership interest of the Common Stock of the                
Company.                                                                        

MANAGEMENT OF GROWTH.  Planned expansion may cause strain the                   
Company?s limited resources.  To manage its growth effectively,                 
the Company must continue to improve and expand its existing                    
resources and attract, train, and motivate qualified employees.                 
As the Company grows, the Company?s management anticipates the                  
Company?s need for additional funding will grow as well.  As a                  
result, at some points in time, the Company?s management may                    
need to spend more time in managerial and financing related                     
activities than in development, marketing and sales activities.                 

ACCURACY OF FINANCIAL DATA.  Any financial information herein has not           
been prepared in accordance with GAAP standards and the                         
financial information contained herein has not been audited by                  
the Company?s independent accounting firm.  See also ?Reminder                  
Regarding Forward Looking Statements? below.                                    

AVAILABILITY OF INFORMATION.  The Company will not be subject to the            
reporting requirements of the Securities Act of 1934, as amended                
(the ?1934 Act?).  Therefore, equity holders will not have                      
access to information they would have access to if the                          
investment were made in a publicly held company whose offering                  
was issued under the 1934 Act, and the reporting regulations                    
provided by the 1934 Act.  The Company has very limited                         
obligations under Texas law and its Operating Agreement to                      
provide future information to equity holders.                                   

LACK OF SALES AND MARKET RECOGNITION.  The Company makes no assurances          
that it will achieve the sales or market recognition that it is                 
currently assuming it will achieve.                                             

USE OF FUNDS.  After use of proceeds for legal and other financing              
expenses and assuming the Offering is fully subscribed, the                     
Company expects to have approximately $12,000,000 remaining for                 
its development activities.  No assurance can be given that the                 
Company will have or be able to obtain adequate funding to                      
continue its current operations until such funding is obtained.                 

REMINDER REGARDING FORWARD LOOKING STATEMENTS                                   

THIS MEMORANDUM (INCLUDING ANY DOCUMENTS THAT ARE INCORPORATED                  
BY REFERENCE) CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE                    
MEANING OF THE SECURITIES ACT AND THE SECURITIES EXCHANGE ACT                   
OF 1934, EACH AS AMENDED.  SUCH STATEMENTS ARE INDICATED BY                     
WORDS OR PHRASES SUCH AS ?ANTICIPATE,? ?ESTIMATE,? ?PROJECT,?                   
?BELIEVE,? ?EXPECT? AND SIMILAR WORDS OR PHRASES.  SUCH                         
STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND                      
ASSUMPTIONS.  IF ONE OR MORE OF THESE RISKS OR UNCERTAINTIES                    
MATERIALIZE, OR IF UNDERLYING ASSUMPTIONS, ESTIMATES OR DATA                    
PROVE INCORRECT, THEN ACTUAL RESULTS COULD VARY MATERIALLY FROM                 
THOSE ANTICIPATED, ESTIMATED OR PROJECTED.                                      

3.DILUTION                                                                      
If you invest in our common stock, your interest will be diluted                
to the extent of the difference between the public offering                     
price per share of our common stock and the adjusted net                        
tangible book value per share of our capital share after this                   
Offering.                                                                       

$5,000,000                                                                      
Raised                                                                          
$10,000,000                                                                     
Raised                                                                          
$20,000,000                                                                     
Raised                                                                          
Price of Common Shares                                                          
$0.50                                                                           
$0.50                                                                           
$0.50                                                                           
Common Shares Issued                                                            
10,000,000                                                                      
20,000,000                                                                      
40,000,000                                                                      
Capital Raised                                                                  
$5,000,000                                                                      
$10,000,000                                                                     
$20,000,000                                                                     
Less: Offering Cost                                                             
($2,000,000)                                                                    
($4,000,000)                                                                    
($8,000,000)                                                                    
Net Offering Proceeds                                                           
$3,000,000                                                                      
$6,000,000                                                                      
$12,000,000                                                                     
Net Tangible Book                                                               
Value Pre-Offering                                                              
($1,800,000)                                                                    
($1,800,000)                                                                    
($1,800,000)                                                                    
Net Tangible Book                                                               
Value Post Offering                                                             
$1,200,000                                                                      
$4,200,000                                                                      
$10,200,000                                                                     

Common Shares Issued and                                                        
Outstanding Pre-Offering                                                        
360,000,0000                                                                    
360,000,000                                                                     
360,000,000                                                                     

Common Shares Issued and                                                        
Outstanding Post                                                                
Offering                                                                        
370,000,000                                                                     
380,000,000                                                                     
400,000,000                                                                     

Net Tangible Book Value                                                         
per Share Pre-Offering                                                          
($0.005)                                                                        
($0.005)                                                                        
($0.005)                                                                        

Net Tangible Book Value                                                         
per Share Post Offering                                                         
$.003                                                                           
$0.011                                                                          
$0.0255                                                                         

Another important way of assessing dilution is the dilution that                
happens due to future actions by the company. The investor?s                    
stake in a company could be diluted due to the company issuing                  
additional shares. In other words, when the company issues more                 
shares, the percentage of the company that you own will go down,                
even though the value of the company may go up. You will own a                  
smaller piece of a larger company. This increase in number of                   
shares outstanding could result from a stock offering (such as                  
an offering, another crowd funding round, a venture capital                     
round, angel investment), employees exercising stock options, or                
by conversion of certain instruments (e.g. convertible bonds,                   
preferred shares or warrants) into stock                                        
If the company decides to issue more shares, an investor could                  
experience value dilution, with each share being worth less than                
before, and control dilution, with the total percentage an                      
investor owns being less than before.                                           

4.USE OF PROCEEDS                                                               
We estimate that at a per share price of 0.50, net proceeds of                  
the sale of 40,000,000 shares of common stock in this offering                  
will be approximately $12,000,000. After Deduction of commission                
compensation, of up to 8,000,000.                                               
The Net Proceeds of this offering will be used to fund: A Lime                  
Packing house in Mexico for our agriculture division. Begin the                 
application process for bank charters in Cook Islands, Us Virgin                
Islands, Mexico, and a California Bank charter in our banking                   
division. Build and develop raw material supply chains for our                  
manufacturing division. Develop and launch REITs Funds to target                
California Real Estate Market as well as emerging markets.                      
Develop a Research Facility next to our packing house in Mexico                 
to Build and Develop technology for electric vehicles.                          
The use of proceeds expressed above are distributed as follows:                 

AMOUNT                                                                          
PERCENTAGE                                                                      
Product Develop                                                                 
$                                                                               
10,000,000                                                                      
83.33%                                                                          
Officer Salaries                                                                
$ 100,000                                                                       
..833%                                                                          
Sales and Marketing                                                             
$ 900,000                                                                       
7.5%                                                                            
Working Capital                                                                 
$ 1,000,000                                                                     
8.33%                                                                           
Total                                                                           
$12,000,000                                                                     
100%                                                                            

Because the Offering is being made without a minimum offering                   
amount, we may close the Offering without sufficient funds for                  
all the intended proceeds set out above.                                        

The foregoing information is an estimate based on our current                   
business plan. We may find it necessary or advisable to re-                     
allocate portions of the net proceeds reserved for one category                 
or another, and we will have broad discretion in doing so.                      
Pending these uses, we intend to invest the net proceeds of this                
Offering in short-term, interest-bearing securities.                            

The company reserves the right to change the above use of                       
proceeds if management believes it is in the best interests of                  
the company.                                                                    

5.DESCRIPTION OF BUSINESS                                                       
437 Capital Fund Corp (?The Company?) was formed and                            
incorporated in the state of Delaware on April 20,2020.                         
The Company is Headquarter in San Diego CA, and its primary                     
office is located at 2244 Main St Suite 13, Chula Vista CA                      
91911.                                                                          
437 Capital Fund Overview                                                       
437 Capital Fund Corp. is holding company that targets five key                 
industries, Agriculture, Banking, Manufacturing, Real Estate,                   
and transportation. Headquarter in San Diego, California, 437                   
Capital Fund Corp. was created to offer new innovative                          
solutions, methods, and techniques to stagnant industries, and                  
garnish a significant industry market share.                                    
Our Proprietary methods, and supply chains, provides the ability                
for rapid expansion into the five targeted industries, as well                  
as the ability to vertical integrate, we can offer the best                     
solutions to our clients enabling us to set a dominant footprint                
in the target sectors.                                                          
The products and services that the companies in the holding                     
company, will target wholesale giants in the agriculture space,                 
emerging markets in the Banking sector, product manufacturing                   
companies in the manufacturing space, Business and Residential                  
developments and formation of REITs in the Real Estate space,                   
and other transportation companies looking for tech in the                      
transportation space.                                                           
Our Goals:                                                                      

The Company has developed corporate strategies to develop                       
products and services:                                                          

Agriculture:                                                                    

Establish a direct supply chain going from farms, packing                       
houses, and distribution channels, we have developed a strategy                 
to send Persian Limes, and avocados from Mexico to four regions,                
USA, Europe, Asia, and the Middle East.                                         

Banking:                                                                        

Develop a global full fledge financial holding and services                     
bank, with the ability to target and acquire emerging markets,                  
market share enabling us to become a economic power house in                    
different economic regions.                                                     

Manufacturing:                                                                  

We are establishing a supply chain, to produce and distribute                   
silicon ingots to the USA from Mexico.                                          

Real Estate:                                                                    

We plan to create an manage a series of Real Estate Investment                  
Trust in different markets, in the USA, and emerging markets.                   

Transportation:                                                                 

Develop and create technology for the EV era transportation.                    

6.DESCRIPTION OF PROPERTY                                                       
437 Capital Fund Corp does not own any real property.                           
7.MANAGEMENT DISCUSSION AND ANALYSIS                                            
You should read the following discussion and analysis of our                    
financial condition and results of our operations together with                 
our consolidated financial statements and the notes thereto                     
appearing elsewhere in this Offering Circular. This discussion                  
contains forward-looking statements reflecting our current                      
expectations, whose actual outcomes involve risks and                           
uncertainties. Actual results and the timing of events may                      
differ materially from those stated in or implied by these                      
forward-looking statements due to a number of factors, including                
those discussed in the sections entitled ?Risk Factors?,                        
?Cautionary Statement regarding Forward-Looking Statements? and                 
elsewhere in this Offering Circular. Please see the notes to our                
Financial Statements for information about our Critical                         
Accounting Policies and Recently Issued Accounting                              
Pronouncements.                                                                 

We are a development stage company and since inception, we have                 
devoted most of our efforts to refining our business plan and                   
developing our strategy and have no significant operations as of                
March 5,2021.                                                                   

8.DIRECTORS, EXUCTIVE OFFICERS, AND SIGNIFICANT MEMBERS                         

Executive Officers and Directors                                                

Daniel Testa, Chairman, President and Chief Executive Officer                   

Daniel Testa is an entrepreneur with 5 years? experience in                     
management. In April 2020, Mr. Testa founded 437 Capital Fund                   
Corp. and has served as Chairman, President and Chief Executive                 
Officer since its founding. Mr. Testa sit in the board of                       
directors of two north American companies that conduct import                   
export operations across border lines.                                          

9.COMPENSATION OF EXUCTIVE OFFICERS                                             
Compensation for any future and current directors is zero until                 
the company produces net earnings at the end of Q3 of 2021. No                  
bord members receives compensation for board meetings, and                      
compensation will be determine at the time of positive earnings,                
by the value of the stock, and net earnings.                                    

10.SECURITES BEGIN OFFERED                                                      

The Offering                                                                    
Securities Offered                                                              

40,000,000 Shares of Common                                                     
Stock                                                                           

Price Per Share                                                                 

$0.50                                                                           

Offering Amount                                                                 

$20,000,000                                                                     

Shares of Common Stock                                                          
Outstanding Before Offering                                                     

360,000,000                                                                     

Shares of Common Stock                                                          
Outstanding After Offering                                                      

400,000,000                                                                     

Proposed U.S Quoting                                                            

We intent to get quoted in the                                                  
OTCBB, having a Market Maker                                                    
File Form 211 with FINRA, In                                                    
order to have a market place                                                    
for our securities, were we                                                     
are required to file Annual,                                                    
and Quarterly Reports                                                           

Use of Proceeds                                                                 

The use of proceeds from the                                                    
offering, will be used to fund                                                  
expansion and growth across                                                     
the sectors that we have                                                        
targeted.                                                                       

Management Control                                                              

Our Founder Daniel Testa, owns                                                  
80 percent of our company                                                       
stock and his majority stake                                                    
might continue even after this                                                  
offering.                                                                       

Risk Factors                                                                    

Investing in our shares                                                         
involves high degree of risk,                                                   
as an investor you should be                                                    
able to bear a complete lost                                                    
of investment.                                                                  

11.  INTERM FINANCIAL STATEMENTS                                                
437 Capital Fund Corp.                                                          
Interim Balance Sheet                                                           

December 2020                                                                   
Assets                                                                          
Current                                                                         
$    0.00                                                                       
Cash                                                                            
$    0.00                                                                       
Trade and other Receivables                                                     
$    0.00                                                                       
Prepaid Expenses                                                                
$    0.00                                                                       
Loans                                                                           
$    0.00                                                                       
Current Assets                                                                  
Long Term                                                                       
$    0.00                                                                       
Equipment                                                                       
$    0.00                                                                       
Intangible assets                                                               
$    0.00                                                                       
Total Assets                                                                    
$    0.00                                                                       
LiabilitiesCurrent                                                              
$    0.00                                                                       
Other Current Liabilities                                                       
$    0.00                                                                       
Total Current Liabilities                                                       
$    0.00                                                                       

12. SIGNATURES                                                                  

Pursuant to the requirements of Regulation A, the issuer                        
certifies that it has reasonable grounds to believe that it                     
meets all of the requirements for filing on Form 1-A and has                    
duly caused this Offering statement to be signed on its behalf                  
by the undersigned, thereunto duly authorized, in the City and                  
County of  San Diego, State of California , on March 5, 2021.                   

Signature                                                                       
Title                                                                           
Date                                                                            
Daniel Testa                                                                    
Chief Executive Officer                                                         
March 5, 2021                                                                   
1                                                                               

Dates Referenced Herein

This ‘1-A’ Filing		Date		Other Filings
Filed on:		5/18/21		None on these Dates
		3/5/21
		2/25/21
				List all Filings