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): February 14, 2017

 

YANGTZE RIVER DEVELOPMENT LIMITED

(Exact name of registrant as specified in its charter)

 

Nevada   000-55576   27-1636887

(State or other jurisdiction of
incorporation or organization)

  (Commission File Number)  

(IRS Employer
Identification No.)

 

183 Broadway, Suite 5, New York, NY   10007
(Address of principal executive offices)   (Zip Code)

 

(646) 861-3315

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:

 

☐ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a) Resignation of Independent Director

 

On February 14, 2017, Romano Tio notified the Board of Directors (the “Board”) of Yangtze River Development Limited (the “Company”) of his resignation as an independent director of the Board because of his strong commitment to his own business. Mr. Tio’s decision not to serve as an independent director of the Company is not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Accordingly, the Board accepted Mr. Tio’s resignation and his term as an independent director ended on February 14, 2017. 

 

(b) Appointment of Independent Director

 

Immediately upon Mr. Tio’s resignation, Mr. Adam S. Goldberg was appointed as director of the Company. Mr. Goldberg was elected to serve on the Board as an “independent director” as defined by Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market, Inc.

 

Adam S. Goldberg,  Independent Director, Chair of the Social Media Committee (age 46)

  

Mr. Goldberg is the President and founder of Telco Experts LLC since March 2008. He served as Chief Executive Officer of Gemini Communications from March 1996 to March 2008. At Telco, Mr. Goldberg obtained regulatory approval for the company as a licensed telephone company in 21 states and manages a staff of 30 telecommunication professionals and engineers. Mr. Goldberg has extensive experience in business development, regulatory affairs, strategic planning, employee development and project management.

 

We have selected Mr. Goldberg as a director because of his expertise in project management and strategic planning.

 

Mr. Goldberg obtained his bachelor’s degree in Marketing and Finance from University of Maryland, Robert H. Smith School of Business in 1993.

 

Family Relationships

 

There are no family relationships between any of the Company’s directors or officers and Mr. Goldberg.

 

Related Party Transactions

 

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number 		  Description
Exhibit 10.1   Offer and Acceptance Letter of Adam S. Goldberg dated February 14, 2017

 

  2  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  YANGTZE RIVER DEVELOPMENT LIMITED
   
Date: March 9, 2017 By: /s/ Xiangyao Liu
   

Xiangyao Liu

President & CEO

 

 

3

 

  

Exhibit 10.1

 

Yangtze River Development Limited

 

183 Broadway, Suite 5

New York, NY 10007

T (+1) 646-861-3315

www.yerr.com.cn

 

Feb 14, 2017

 

Board Candidate — Adam S. Goldberg

 

Address — 139 Cheyenne way, Wayne, NJ 07470

 

Re: Offer to Join the Board of Directors of Yangtze River Development Limited.

 

Dear Adam S. Goldberg :

 

I am pleased to extend you an offer to join the Board of Directors (the "Board") of Yangtze River Development Limited ("YERR"). Your appointment to the Board is subject to the approval of Yangtze River Development Limited, Inc. Board of Directors and the following outlines certain of your responsibilities as a member of the Board, which responsibilities will commence at the Board meeting held in Feb 14, 2017, or as soon thereafter as Board of Director approval is obtained:

 

● Generally: You shall have all responsibilities of a Director of the Company imposed by Nevada or applicable law, the Certificate of Incorporation, as may be amended from time to time, and Bylaws, as may be amended from time to time, of Yangtze River Development Limited. These responsibilities shall include, but shall not be limited to, the following:

 

● Attendance: Use best efforts to attend scheduled meetings of the Board;

 

● Act as a Fiduciary: Represent the shareholders and the interests of Yangtze River Development Limited. as a fiduciary;

 

● Participation: Participate as a full voting member of the Board in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance; and

 

As a member of the Board, you agree to execute an acknowledgement in the form attached hereto. In addition, upon your joining the Board, Yangtze River Development Limited. will enter into a customary indemnification agreement with you.

 

In consideration for your joining the Board, the Company will grant to you (common stock/ options compensation) in the amount of 15,000 shares of Common Stock of Yangtze River Development Limited., on the first business day of July annually. Those shares cannot be transferred until a half-year serving period completed. The Company will also grant an additional cash compensation of $12,000 per quarter, totaled $48,000 annually, which includes the expenses, but not limited to, attending board of director meetings and other direct expenses during the year. Company will cover all the travelling expenses which occurred for the company's business.

 

I trust that this offer is satisfactory to you and look forward to you joining the Company as a member of the Board. Please indicate your acceptance of this offer by signing below and returning one copy of this offer to me by Feb 14, 2017. By signing below you acknowledge that you have read this agreement and fully understand the nature and effect of it and the terms contained herein and that the said terms are fair and reasonable and correctly set out your understanding and intention.

 

I look forward to having you on board with Yangtze River Development Limited. and trust your relationship with Yangtze River Development Limited. will be challenging and exciting.

 

Yours very truly,

 

President and Chief Executive Officer

Y angtze River Development Limited

 

I, Adam S. Goldberg, accept the offer as stated above.

 

Signature: /s/ Adam S. Goldberg  
     
Date: 2/15/17