ESP RESOURCES, INC. : Changes in control or ownership, change in directors or senior management, amendments to the articles of inc. or regulations; Change of fiscal year, submission of questions to a securityholder vote, other events, financial statements and exhibits (Form 8-K)

Item 5.01 Changes in Holder Control.

At August 19, 2021, Mrs. Zhuang Qiao Luan (the “Buyer”) purchased 10,000,000 shares (the “Shares”) of the Series A Preferred Shares (the “Series A”) of ESP Resources, Inc. (the “Company”) of NYJJ (Hong Kong) Limit. The buyer purchased the shares for cash consideration of US $ 400,000.00. The Shares represent 100% of the issued and outstanding Series A. Series A benefits from 90% of the voting rights of all classes of issued and outstanding shares of the Company. There are no arrangements or understandings between the members of the old and new control groups and their associates with respect to the election of directors or other matters.

Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

Resignation of the sole director and corporate officer

Effective at 11:59 p.m. Eastern Standard Time to Tuesday, August 31, 2021 (the “Effective Period”), David Lazar has resigned from his positions as sole member of the Board of Directors of the Company (the “Board”), and of President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary of the Company. The resignation is not the result of a disagreement with the Company on any matter relating to the operations, policies or practices of the Company. The resignation is effected by written consent in lieu of an extraordinary meeting of the Board, dated August 31, 2021.


Appointment of directors


At August 31, 2021, the board of the company approved, by unanimous written consent in lieu of a special meeting of the board, the appointment of Messrs. Zhuang Rong Cheng and Zhuang Ze Qiang as new directors of the Company, from the Effective Time. The Board submitted this appointment to the approval and ratification of the shareholders of the Company, who approved this appointment by a vote of 90% of the total voting shares of the Company.

Zhuang Rong Cheng, 64, acted as director of Pacific International Limited, a food trading company, from 1991 to July 2021. He is currently the legal representative of Shihui Jiagang Real Estate Development Co. Ltd.,
Shenzhen Jinshuihe Green Food Management Co., Ltd., and as director of
Chuang Foundation Limited. Mr. Zhuang was selected to serve as a director because of his extensive management and marketing experience and judgment in assessing business strategies and associated risks. Or Mr. Zhuang nor its affiliates have in the past five years filed for bankruptcy, been convicted or been the subject of pending criminal proceedings, nor or such person is the subject of an order, judgment or executive order involving the violation of state or federal securities laws. Mr. Zhuang does not expect to receive any cash compensation from the Company in connection with his service as an officer of the Company and has not yet negotiated 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 for the director position due to his extensive experience in different sectors and industries, including marketing, food, cosmetics and health products. Neither he nor his affiliates have, in the past five years, filed for bankruptcy, been convicted or been the subject of pending criminal proceedings, nor or any such person. • an order, judgment or executive order involving the violation of any federal or state securities law. Mr. Zhuang does not expect to receive any cash compensation from the Company in connection with his service as an officer of the Company and has not yet negotiated a compensation agreement with the Company.


Appointment of officers


In accordance with the August 31, 2021 With the approval of the Board, the outgoing director of the Company also appointed Mr. Zhuang Rong Cheng as President and Chief Executive Officer of the Company, Mr. Guo Jin Tong as Treasurer and Chief Financial Officer of the Company, and Ms. Cheung Siu Kuen Delia as Company Secretary, all of whom must exercise their functions at will until his resignation or dismissal by the Board. Each of the officers has agreed to negotiate an employment contract in good faith at an unspecified future date, and none of the officers currently anticipate receiving any cash compensation from the Company in connection with their service as an officer of the Company. . Officers were selected based on their background and work history in the Hong Kong. The Company believes that each of the officers possesses the attributes necessary to create substantial value for the shareholders of the Company.



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Guo Jin Tong, 57 years old, is the financial controller of Sihui Jiagang Real Estate Development Co. Ltd. and in 2003 founded Main Century Holdings Limited, which manufactures and wholesales the raw material for beer. Mr. Guo was chosen to serve as the Company’s Treasurer and Chief Financial Officer due to his experience as a Financial Controller of a real estate company. Or Mr. Guo nor its affiliates have, in the past five years, filed for bankruptcy, been convicted or been the subject of pending criminal proceedings, and none of these persons are the subject of an order, judgment or executive order involving the violation of state or federal securities laws. Mr. Guo does not expect to receive any cash compensation from the Company in connection with his service as an officer of the Company and has not yet negotiated a compensation agreement with the Company.

Cheung Siu Kuen Delia, 59, founded a secretarial services company called Harvest Company in 2016. Mrs. Cheung was chosen to serve as Company Secretary due to her extensive experience as Secretary for a number of companies located in Hong Kong. Or Mrs. Cheung nor its affiliates have, in the past five years, filed for bankruptcy, been convicted or been the subject of pending criminal proceedings, and none of these persons are the subject of an order, judgment or executive order involving the violation of state or federal securities laws. Mrs. Guo does not expect to receive any cash compensation from the Company in connection with his service as an officer of the Company and has not yet negotiated a compensation agreement with the Company.

Section 5.03 Amendments to Articles of Incorporation or Bylaws; Change of exercise.

Modification of the statutes

At September 2, 2021, the shareholders of the Company, by signing a written consent of 90% of the total voting shares of the Company, approved an amendment to the articles of association of the Company (the “Amendment”), which contains a change of corporate name of the Company in Great Tang Bid Technology, Inc. The officers of the Company have filed the amendment with the Nevada secretary of state on September 10, 2021, and the Amendment comes into force on the date of acceptance by the Secretary of State of State of nevada.

Item 5.07 Submission of Matters to the Vote of Securityholders.

The information contained in Section 5.02, Section 5.03 and Section 8.01 are incorporated herein by reference. The Company has effected the change in the composition of the Board, the Amendment and the Reverse Stock Split (defined in Section 8.01 hereof) by written consent of the shareholders of the Company. The written consent has been signed by the Buyer, who is the sole owner of Series A, and of which Series A enjoys 90% of the voting rights of all issued and outstanding classes of shares of the Company. The Company has not requested the consent of any other Company shareholder.

Item 8.01 Other Events.


At August 31, 2021, the Board approved a reverse split of 1 in 1,000 of the Company’s common shares (the “Reverse Split”). At September 2, 2021, the shareholders of the Company have approved the Reverse Split by written consent of 90% of the voting rights of all classes of issued and outstanding shares of the Company. Fractions of shares resulting from the division of the result will be rounded to the nearest whole number, and the recording date for the reverse division is September 25, 2021. The Company anticipates that the Reverse Split will come into effect approximately 15 days after the completion of the review by the Financial sector regulatory authority (FINRA).

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   DESCRIPTION
  3.1           Amendment to Articles of Incorporation of ESP Resources, Inc.





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