f8k0908_zhongsen.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 reported): August 29, 2008
ZHONG
SEN INTERNATIONAL TEA COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Florida
|
5149
|
26-2091212
|
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID No.)
|
|
|
|
2416
Lincoln Street
Hollywood, FL
33020
(Address
of Principal Executive Offices)(Zip Code)
(206)
888-2585
(Registrant's
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
=====================================================================
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)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On August
29, 2008, we entered into an Agreement to Acquire Marketing and Commission
Agreement (the “Agreement”) with YUNNAN ZHONGSEN FOREST CO, LTD
(“Yunnan”). Pursuant to this Agreement, the Company agrees to be
Yunnan’s sales agent throughout the World, in China and outside of China, for
all products and services offered by Yunnan. As consideration for
this exclusive right, Yunnan shall pay the Company a 20% commission on worldwide
sales.
We will
issue 49,900,000 shares of common stock to Yunnan shareholders as
identified in Schedule B of the Agreement attached to this 8-K. In
addition, we will issue 5,000,000 shares of common stock to the individuals
identified on Schedule C of the Agreement attached to this 8-K as a finder’s fee
for this transaction.
ITEM
3.02 UNREGISTERED SALE OF
EQUITY SECURITIES.
See Item
1.01 above.
We claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for private placement of these securities pursuant to
Regulation S of the Act and are restricted pursuant to Rule 144.
ITEM
5.01 CHANGES IN CONTROL OF
REGISTRANT
As
discussed in Item 1.01 above, on August 29, 2008, pursuant to the terms of the
Agreement, we issued 49,900,000 shares of our common stock of to
Yunnan. The total of 49,900,000 shares represents 83.3% of the
outstanding common stock of the Company. Yunnan received the shares
as compensation for the acquisition of Marketing and Commission
Agreement. Pursuant to the Agreement the following changes to
the Company’s directors and officers have occurred:
o
|
As
of August 29, 2008, the following persons were appointed to the Board of
Directors of the Company:
|
|
- Li
Wang, Chairman
- Zhongping
Zhou, Independent Director
- Jun
Zou, Independent Director
- Pin
Nie, Director
- Jiansheng
Li, Director
|
|
|
o
|
Also,
on August 29, 2008, the following persons were hired as Officers of the
Company:
|
|
- Li
Wang, President
- Pin
Nie, Chief Operating Officer
- Xiaokun
Li, Chief Financial Officer
- Jiansheng
Li, Secretary
|
|
|
o
|
Bruce
Trulio then resigned as the Chairman of the Board, Company’s President,
Chief Executive Officer, Secretary, Chief Financial Officer, and
Treasurer.
|
ITEM
5.02 DEPARTURE OF
DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Bruce S.
Trulio resigned as a member of the Company’s Board of Directors effective as of
August 29, 2008. Bruce S. Trulio also resigned as the Company’s President, Chief
Executive Officer, Chief Financial Officer, Chairman of the Board, Secretary and
Treasurer, effective August 29, 2008. The resignation was the result of the
Company entering into the Agreement with Yunnan and was not the result of any
disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On August
29, 2008, the Company appointed Li Wang, Zhongping Zhou, Jun Zou, Pin Nie, and
Jiansheng Li to the Board of Directors. In addition, the Company
hired Li Wang, Pin Nie, Xiaokun Li and Jiansheng Li as Officers of the
Company.
Wang
Li, President and Chairman of the Board
Ms. Wang
is our President and Chairman of the Board, as well as the president and owner
of Yunnan Zhongsen Commercial Forest Plantation Group Inc., an agricultural
corporation that specializes in the cultivation of Pu’er tea and other forest
products in Yunnan Province, P.R. China. She is proficient in
corporate management and computer technology. Ms. Wang’s other
business ventures includes health care, catering and mineral
exploration. Prior to joining our company, she worked for the Yunnan
Commodity Administration Bureau from December, 1985 through October, 2007, when
she chose to devote her full time and efforts to establishing the Yunnan
Zhongsen Commercial Forest Plantation Group, Inc.
Li
Jiansheng, Secretary and Director
Mr. Li
is our Secretary
and Director also serves as the General Executive Manager and Vice General
Manager of Yunnan Zhongsen Commercial Forest Plantation Group Inc. He
is a professional manager who is not only skilled at human resources management
but also skilled at corporation structure management. From October of 1990 until
January of 1996 he worked for the Forum Hotel Shenzhen. From February
of 2001 until July of 2005 he worked for Kai Wah Plaza International Hotel
Kunming as Resident General Manager. From August, 2005 to August, 2007 he worked
at the Banyan Tree Ringha and the Banyan Tree Lijiang as Area Director of Human
Resources for Yunnan, China & Interim Hotel Manager of BT Ringha. His
knowledge and talent combined with his commitment to teamwork will contribute to
our long term growth.
Nie
Pin, Chief Operating Officer and Director
Mr.
Nie is our COO and
a Director. Mr. Nie is a an efficiency expert who successfully
designed and presided over more than 100 cases involving sales and
marketing programs to commonweal
activities. Among his successes was the Vietnam 411 Cow Development
Strategy, which improved the Vietnam milk import industry. He is also a writer
and journalist who has had five of his works adapted to film. He is the Chief
Designer of Yunnan Zhongsen Commercial Forest Plantation Group
Inc. He is also an expert in business models and corporate structure
reformation. He is currently engaged as president of Longfeng
Advertisement Inc., and president of Yunnan Harmonious Cultural Spread Inc., and
serves as the Director of China Pu’er International Inc. He brings
his knowledge and talents of the private sector having been a multi-unit media
manager and developer and as management Design for over 15 years.
Li
Xiaokun, Chief Financial Officer
Mr.
Li, who serves as
our CFO, is also the Supervisor of Yunnan Zhongsen Commercial Forest Plantation
Group Inc. He is a qualified accountant with various work experience
which includes serving as the CFO of the Yunnan Minxing Company from 1998 until
2000. From 2001 up to 2003, he worked as an accountant for the Sheng Tianteng
Information & Internet Group Inc. From 2004 to 2007 he was engaged as the
Vice General Manager of Finance for the Yunnan Shuohua Real Estate Management
Inc. Mr. Li is particularly concerned with equality for minority workers in the
areas of work, living conditions and education, specifically in the poverty
stricken areas in Yunnan Minor Ethnic autonomous. His research and survey lays
the foundation of the support policies for poverty-stricken areas.
Zou Jun, Independent
Director
Mr. Zou
received his post-graduate education in California University and majored in
International Law. Mr. Zou is an officer of Yunnan Zhongsen Commercial Forest
Plantation Group Inc. He is also a professional Legal advisor who provides
services including legal consultant, legal support and corporation structure
design. He serves as Vice-president of Zhong Fa Attorney Affairs Office, and
officer of Legal Daily. He is one of the pioneers who dealt with cases of sexual
harassment in China, and was the first attorney who took Chinese traffic police
to trial. Having been Securities Counsel to listed companies in China and legal
consultant to the Journalism Committee for over 5 years, he brings his strong
business ethics and knowledge of the private sector to the Company.
Zhou Zhongping, Independent
Director
Mr. Zhou
has broad interests in art and culture, which allows him to incorporate aspects
of the arts with the culture of Pu’er tea. He currently serves as
assistant secretary of Yunnan Zhongsen Commercial Forest Plantation Group Inc.,
and manager of Pu’er tea flagship shop in Kunming. In addition, Mr.
Zhou works to improve shelter and water supply conditions for tea farmers as
well as college students. He has a Bachelor of Arts degree from
Tsingha University.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS.
(c)
|
Exhibits.
|
|
|
10.1
|
Agreement
to Acquire Marketing and Commission Agreement by and among Yunnan Zhongsen
Forest Co. Ltd. and Zhong Sen International Tea Co.
|
|
|
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.
ZHONG
SEN INTERNATIONAL TEA CO.
Date: September
8, 2008
|
By: /s/ Li
Wang
|
|
Li
Wang
President
and Chairman of the Board
|