SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2018
PREMIER PRODUCTS GROUP, INC.
(Exact name of registrant as specified in its charter)
or other jurisdiction
1325 Cavendish Drive, Suite 201
Silver Spring, MD 20905
(Address of principal executive offices) (Zip Code)
(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:
[ ] 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 2459.244a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))
Section 5 – Corporate Governance and Management
Item 5.02 Election of Directors; Appointment of Certain Officers.
On November 25, 2018, the Board appointed Jimmy Lee and Yun Bai to the Company’s Board of Directors. Clifford Pope, the Company’s CEO and CFO, remains Chairman of the Board of Directors.
The Company’s Board of Directors now consists of three (3) members, as the following table illustrates:
|Clifford Pope||67||CEO, CFO, Director|
Jimmy Lee, Director
Mr. Lee, age 35, graduated from University at Albany with a Bachelor degree in Accounting, and received his CPA license in NY. Mr. Lee has years of experience in public accounting where he has worked for multiple public CPA firms in New York City. For more than 10 years, he has been involved in reverse mergers and IPO for entities going public on Nasdaq NYSE and OTC Markets. Since 2010, Mr. Lee manages his own CPA and advisory firm providing accounting and advisory services to firms located in China and Malaysia. Mr. Lee as an enthusiastic entrepreneur, well versed with both US and Asia markets, and with expertise in going public, mergers and acquisitions brings great values to the firm.
Mr. Yun Bai, Director
Mr. Bai, age 49, graduated from Shenzhen University, majoring in international finance and trade in July 1989. He has served as Deputy Chief and Section Chief of Shenzhen Cereals, Oils and Foodstuffs Import and Export Corporation for 7 years. He was the general manager of Shenzhen Tianjun Industrial Co, Ltd Guangzhou Branch from July 1989 to December 1996, and the general manager of Guangdong Junyu Trade Development Co, Ltd. from November 1999 to October 2015. Mr. Bai has extensive business, operational and management experience specifically in project planning, investing, and financing.
The Company has not entered into any material plan, contract or arrangement (whether or not written) with its new directors appointed on November 25, 2018.
A copy of the Written Board Consent Appointing New Directors dated November 25, 2018 is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
On November 25, 2018, the Company’s Board of Directors approved an amendment to the Company’s Bylaws under which a unanimous written consent is required unless accompanied by majority shareholder consent.
A copy of the Written Board Consent approving the amendment to the Company’s Bylaws dated November 25, 2018 is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
|3.1||Written Board Consent Approving Amendment to Bylaws dated November 25, 2018|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|PREMIER PRODUCTS GROUP, INC.|
|Date: November 26, 2018||/s/ Clifford Pope|
|By:||Clifford Pope, Chief Executive Officer|
UNANIMOUS WRITTEN CONSENT
OF THE SOLE DIRECTOR OF
PREMIER PRODUCTS GROUP, INC.
NOVEMBER 25, 2018
In conformity with the applicable laws of the State of Delaware, the undersigned, being the sole director of Premier Products Group, Inc., a corporation incorporated under the laws of the State of Delaware (the “ Company ”), hereby consents to and adopts the following resolutions and takes the following actions with the same force and effect as if such resolutions had been duly adopted and such actions duly taken at a meeting of the board of directors of the Company (the “ Board ”) duly called and convened for such purpose on the date first set forth above, with a full quorum present and acting throughout.
WHEREAS , the Board has determined it is in the best interests of the Company to appoint two additional directors to the Board, Mr. Jimmy Lee and Mr. Yun Bai, in anticipation of changes to the business;
WHEREAS , the Board has determined it is in the best interests of the Company to amend the Company’s Bylaws to require unanimous written consent of the board for all actions, unless accompanied by majority shareholder consent;
NOW, THEREFORE, IT IS HEREBY RESOLVED , that, the terms and conditions of the transactions set forth therein be, and hereby are, authorized; and be it further
RESOLVED , that, the Board hereby appoints and approves Mr. Jimmy Lee to the Board of Directors effective immediately; and be it further
RESOLVED , that, the Board hereby appoints and approves Mr. Yun Bai to the Board of Directors effective immediately; and be it further
RESOLVED , that, the Board hereby approves the amendment to the Company’s Bylaws under which a unanimous written consent of the Board is required for all corporate actions, unless accompanied by majority shareholder consent; and it be further
RESOLVED , and reaffirmed that the officers of the Company be, and each of them hereby is, authorized and directed to make all arrangements, to do and perform all such acts and things and to execute and deliver or file, in the name and on behalf of the Company, all such instruments, reports, notices, consents, waivers, certificates and other documents, as they may deem necessary or appropriate to effectuate the foregoing resolutions or otherwise in connection with the transaction described in or contemplated herein (such determination to be conclusively, but not exclusively, evidenced by the taking of such actions or by the execution of such instruments, reports and documents); and be it further
RESOLVED , that any action taken by any director, officer, employee or agent of the Company on or prior to the date hereof in furtherance of any of the foregoing matters be, and each such action hereby is, approved, ratified and confirmed in all respects as the action and deed of the Company; and be it further
RESOLVED , that this unanimous written consent of the Board shall be filed with the minutes of meetings of the Board and shall be treated for all purposes as action taken at a meeting.
IN WITNESS HEREOF, the undersigned has executed this written consent of the Board as of the date first above written.
/s/ Clifford Pope ___________________