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09/15/21 4:21 PM

#13495 RE: Razacha #13494

This is on the 8-K. Can't it be understood as a TOC? (never seen it this way, but...). We may need it from the Court to be official.

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.