Item 5.01 Changes in Control of Registrant.
On August 19, 2021, Ms. Zhuang Qiao Luan (the "Purchaser") purchased 10,000,000
shares (the "Shares") of the Series A Preferred Stock (the "Series A") of ESP
Resources, Inc. (the "Company") from NYJJ (Hong Kong) Limited. The Purchaser
purchased the Shares for cash consideration of US$400,000.00. The Shares
represent 100% of the issued and outstanding Series A. The Series A enjoys 90%
of the voting power of all classes of stock issued and outstanding of the
Company. There are no arrangements or understandings among members of both the
former and new control groups and their associates with respect to election of
directors or other matters.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of sole director and corporate officer
Effective at 11:59 p.m. Eastern Standard Time on Tuesday, August 31, 2021 (the
"Effective Time"), David Lazar resigned from his positions as sole member of the
Board of Directors of the Company (the "Board"), and President, CEO, Treasurer,
CFO and Secretary positions of the Company. The resignation is not the result of
any disagreement with the Company on any matter related to the Company's
operations, policies or practices. The resignation is effected by a written
consent in lieu of special meeting of the Board, dated August 31, 2021.
Appointment of directors
On August 31, 2021, the Company's Board approved, by unanimous written consent
in lieu of special meeting of the Board, the appointment of Messrs. Zhuang Rong
Cheng and Zhuang Ze Qiang as the new directors of the Company, effective as of
the Effective Time. The Board submitted such appointment for approval and
ratification by the Company's stockholders, who approved such appointment by a
vote of 90% of the total voting stock of the Company.
Zhuang Rong Cheng, 64, acted as director of Pacific International Limited, a
food trading business, from 1991 to July 2021. He is currently serving as the
legal representative of Shihui Jiagang Real Estate Development Co. Ltd.,
Shenzhen Jinshuihe Green Food Management Co., Ltd., and as a director of
Chuang's Foundation Limited. Mr. Zhuang was selected to serve as a director due
to his extensive management and marketing experience and his judgment in
assessing business strategies and accompanying risks. Neither Mr. Zhuang nor his
affiliates have within the past five years, filed any bankruptcy petition, been
convicted in or been the subject of any pending criminal proceedings, nor or is
any such person the subject of any order, judgment or decree involving the
violation of any state or federal securities laws. Mr. Zhuang does not
anticipate taking cash compensation from the Company in connection with his
service as officer of the Company and has yet to negotiate a compensation
agreement with the Company.
Zhuang Ze Qiang, 51, is the managing director of Asia Gem International Trading
Limited and CNWeb Culture Media Co., Limited. Mr. Zhuang was selected to serve
as a director due to his broad experience spanning different industries and
sectors, including marketing, food, cosmetics and health products. Neither he
nor his affiliates have, within the past five years, filed any bankruptcy
petition, been convicted in or been the subject of any pending criminal
proceedings, nor or is any such person the subject of any order, judgment or
decree involving the violation of any state or federal securities laws. Mr.
Zhuang does not anticipate taking cash compensation from the Company in
connection with his service as officer of the Company and has yet to negotiate a
compensation agreement with the Company.
Appointment of officers
Pursuant to the August 31, 2021 Board consent, the Company's departing director
also appointed Mr. Zhuang Rong Cheng as the Company's President and CEO, Mr. Guo
Jin Tong as the Company's Treasurer and CFO, and Ms. Cheung Siu Kuen Delia as
the Company's Secretary, all of whom are to serve on an at-will basis until his
or her resignation or removal by the Board. Each of the officers agreed to
negotiate an employment agreement in good faith at an unspecified future date,
and none of the officers currently contemplates taking cash compensation from
the Company in connection with his or her service as officer of the Company. The
officers were selected based on each of his or her background and history of
doing business in Hong Kong. The Company believes that each of the officers
possess the attributes necessary to create substantial value for the Company's
stockholders.
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Guo Jin Tong, 57, serves as the financial controller of Sihui Jiagang Real
Estate Development Co. Ltd. and in 2003 founded Main Century Holdings Limited,
which manufactures and wholesales beer raw material. Mr. Guo was selected to
serve as the Company's Treasurer and CFO due to his experience as a financial
controller of a real estate company. Neither Mr. Guo nor his affiliates have,
within the past five years, filed any bankruptcy petition, been convicted in or
been the subject of any pending criminal proceedings, nor is any such person the
subject of any order, judgment or decree involving the violation of any state or
federal securities laws. Mr. Guo does not anticipate taking cash compensation
from the Company in connection with his service as officer of the Company and
has yet to negotiate a compensation agreement with the Company.
Cheung Siu Kuen Delia, 59, founded a secretarial services company called Harvest
Company in 2016. Ms. Cheung was selected to serve as the Company's Secretary due
to her extensive experience serving as secretary for a number of companies
located in Hong Kong. Neither Ms. Cheung nor her affiliates have, within the
past five years, filed any bankruptcy petition, been convicted in or been the
subject of any pending criminal proceedings, nor is any such person the subject
of any order, judgment or decree involving the violation of any state or federal
securities laws. Ms. Guo does not anticipate taking cash compensation from the
Company in connection with her service as officer of the Company and has yet to
negotiate a compensation agreement with the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment to Articles of Incorporation
On September 2, 2021, the stockholders of the Company, by executing a written
consent of 90% of the Company's total voting stock, approved of an amendment to
the Company's articles of incorporation (the "Amendment"), which contains a
corporate name change of the Company to Great Tang Bid Technology, Inc. The
officers of the Company filed the Amendment with the Nevada Secretary of State
on September 10, 2021, and the Amendment is effective as of the date of
acceptance by the Secretary of State of the State of Nevada.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information contained in Item 5.02, Item 5.03 and Item 8.01 are incorporated
herein by reference. The Company effected the change in Board composition, the
Amendment, and the Reverse Stock Split (defined in Item 8.01 hereto) by means of
a written consent of the stockholders of the Company. The written consent was
executed by the Purchaser, who is the sole owner of the Series A, and which
Series A enjoys 90% of the voting power of all classes of stock issued and
outstanding of the Company. The Company did not solicit the consent of any other
stockholders of the Company.
Item 8.01 Other Events.
On August 31, 2021, the Board approved a reverse 1-for-1,000 split of the
Company's common stock (the "Reverse Split"). On September 2, 2021, the
stockholders of the Company approved the Reverse Split by written consent of 90%
of the voting power of all classes of stock issued and outstanding of the
Company. Fractional shares that result from the Result Split will be rounded up
to the nearest whole, and the record date for the Reverse Split is September 25,
2021. The Company anticipates that the Reverse Split will be effective
approximately 15 days following completion of review by the Financial Industry
Regulatory Authority (FINRA).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. DESCRIPTION
3.1 Amendment to Articles of Incorporation of ESP Resources, Inc.
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