Current Report Filing (8-k)
26 8월 2021 - 3:16AM
Edgar (US Regulatory)
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): August 24, 2021
China
Botanic Pharmaceutical Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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001-34808
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88-1273503
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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80 Broad Street 5th
Floor, NY NY
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10004
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(Address
of principal executive offices)
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(Zip
Code)
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(917) 720 3366
(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 (see General Instruction A.2. below):
☐
|
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)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐
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. ☐
Securities
registered under Section 12(g) of the Exchange Act: None
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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N/A
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N/A
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N/A
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Item
5.01 Changes in Control of Registrant.
On
August 24, 2021, as a result of a private transactions, 1,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the
“Shares”) of China Botanic Pharmaceuticals Inc., a Nevada corporation (the “Company”), were transferred from Custodian
Ventures, LLC to Issamar Ginzberg, Israel Moshe Levy, Shmuel Rotbard, and Benjamin Levin (collectively, the “Purchasers”).
As a result, the Purchasers became holders of approximately 96% of the voting rights of the issued and outstanding share capital of the
Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid for the Shares was $250,000.
The source of the cash consideration for the Shares was personal funds. In connection with the transaction, David Lazar
released the Company from all debts owed to him and/or Custodian Ventures, LLC.
Other
than as described below, there are no arrangements or understandings among both the former and new control persons and their associates
with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is
incorporated by reference into this Item 5.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 24, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer,
ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At
the effective date of the transfer, Issamar Ginzberg consented to act as the new Chief Executive Officer, Chief Financial Officer, President,
Treasurer, Secretary and a Director of the Company,
Issamar
Ginzberg, Chairman/CEO – Mr. Ginzberg is a serial entrepreneur who has assisted entrepreneurs and organizations, consulting on
business strategy and marketing insights. In 2005, Mr. Ginzberg began his own consulting business specializing in the field of strategic
marketing for emerging companies. In 2012, Issamar founded Monetized Intellect Consulting to assist companies with advice and strategy
for communicating their offerings and vision with their current and potential customers and stakeholders. Since 2013, Mr. Ginzberg has
been CEO of It’s All From Above, LLC, a consulting firm which has advised hundreds of companies across the world to improve their
business strategy, processes, and marketing and grow their brands. Services include copywriting, brand creation, advisory services on
M&A, and business strategy.
Aside
from his normal business activities, Issamar serves in advisory role to several companies including Marx Bio and Shtar. Additionally,
Mr. Ginzberg is often called upon to give marketing lectures at various companies (i.e. Google, Tel Aviv University and the Jewish National
Fund). Mr. Ginzberg has authored or been interviewed for many articles that have been featured in various publications including The
Washington Post, Prevention Magazine, The Jerusalem Post, CNBC and Fox Business.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
August
25, 2021
CHINA
BOTANIC PHARMACEUTICAL INC.
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/s/
Issamar Ginzberg
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By:
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Issamar
Ginzberg
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Title:
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CEO
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China Botanic Pharmaceut... (PK) (USOTC:CBPI)
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China Botanic Pharmaceut... (PK) (USOTC:CBPI)
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