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.
99.1 STOCK PURCHASE AGREEMENT, dated August 23, 2021, by and between
Custodian Ventures,. LLC and Issamar Ginzberg
99.2 DIRECTORS RESOLUTIONS, dated August 24, 2021.
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