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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________~~_________ to ~~___________~~_________

COMMISSION FILE NO. 000-52506

ESP RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

98-0440762

(IRS Employer Identification No.)

~~1185~~50 ~~Avenue~~West ofLiberty ~~the~~Street ~~Americas,~~Suite ~~3rd Floor~~880

~~New York~~Reno, Nevada ~~New York 10036~~89501

~~646~~(775) 322-~~768-8417~~0626

(Address and telephone number of registrant’s executive office)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of June 30, ~~2020~~2021, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $741,~~035~~656,057 based on a closing price of $0.~~00038~~0085 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors, and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

As of ~~July~~March 204, ~~2021,~~2022 the Registrant had 237,830,249 shares of common stock issued and outstanding.

ESP RESOURCES, INC.

FORM 10-K

ANNUAL REPORT

For the Fiscal Year Ended December 31, ~~2020~~2021

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	34
Item 1B.	Unresolved Staff Comments	910
Item 2.	Properties	910
Item 3.	Legal Proceedings	910
Item 4.	Mine Safety Disclosures	910
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1011
Item 6.	Selected Financial Data	1011
Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	1112
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1213
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1314
Item 9A.	Controls and Procedures	1314
Item 9B.	Other Information	1315
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1416
Item 11.	Executive Compensation	1518
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1619
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1619
Item 14.	Principal Accounting Fees and Services	1619
PART IV
Item 15.	Exhibits, Financial Statement Schedules	1720

PART I

ITEM 1. DESCRIPTION OF BUSINESS

As used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean ESP RESOURCES, INC. unless otherwise indicated.

Cautionary Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.

Description of Business

This annual report contains forward-looking statements as that term is defined under applicable securities laws. These statements relate to future events or our future financial performance. In some casesCurrently, ~~you can identify forward-looking statements by terminology such as “may,” “should,” “expects,”~~ ~~“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or~~ the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause the Company’s oris ~~our~~a ~~industry’s~~dormant ~~actual~~shell results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statementscompany.

~~Although~~This annual wereport ~~believe~~contains forward-looking statements as that ~~the~~term ~~expectations~~is ~~reflected~~defined under applicable securities laws. These statements relate to infuture ~~the~~events or our future financial performance. In some cases, you can identify forward-looking statements ~~are~~by ~~reasonable~~terminology such as “may,” we“should,” ~~cannot~~“expects,” ~~guarantee~~“plans,” ~~future~~“anticipates,” ~~results~~“believes,” “estimates,” ~~levels~~“predicts,” “potential” or “continue” or the negative of ~~activity,~~these ~~performance~~terms or other ~~achievements~~comparable terminology. ~~Except~~ asThese ~~required~~statements byare ~~applicable~~only ~~law,~~predictions ~~including~~and ~~the~~involve ~~securities~~known ~~laws~~and ofunknown ~~the~~risks, ~~United~~uncertainties ~~States~~and other factors, including wethe dorisks ~~not~~in ~~intend~~the tosection ~~update~~entitled ~~any~~“Risk ofFactors,” ~~the~~that ~~forward-looking statements~~may tocause ~~conform~~the ~~these~~Company’s ~~statements~~or toour ~~actual~~industry’s actual results., ~~Our~~levels ~~financial~~of ~~statements~~activity, ~~are~~performance ~~stated~~or inachievements ~~United~~to ~~States~~be ~~dollars~~materially ~~(USD)~~different ~~and~~from ~~are~~any ~~prepared in~~future ~~accordance~~results, ~~with~~levels ~~United~~of ~~States~~activity, ~~generally~~performance or ~~accepted~~achievements ~~accounting~~expressed ~~principles~~or ~~(GAAP)~~implied by these forward-looking statements.

~~Any~~Although we ~~reference~~believe ~~herein~~that tothe ~~“ESP~~expectations ~~Resources,”~~ reflected in the ~~“Company~~forward-looking statements are reasonable,” “we cannot guarantee future results,” ~~“our”~~levels of activity, performance or ~~“us”~~achievements. isExcept ~~intended~~as torequired ~~mean~~by ~~ESP~~applicable ~~Resources~~law, ~~Inc.,~~including athe ~~Nevada~~securities ~~corporation~~laws of the United States, we ~~including~~do ~~our~~not ~~subsidiaries~~intend ~~unless~~to ~~otherwise~~update ~~indicated~~any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (USD) and are prepared in accordance with United States generally accepted accounting principles (GAAP).

InAny reference ~~this~~herein ~~Annual~~to ~~Report~~“ESP Resources,” ~~unless~~the ~~otherwise~~“Company,” ~~specified~~“we,” ~~all~~“our” ~~references~~or to “~~common shares~~us” ~~refer~~is intended to ~~the~~mean ~~common~~ESP ~~shares~~Resources, ofInc., ~~our~~a ~~capital~~Nevada ~~stock~~corporation, ~~having a~~including ~~par~~our ~~value~~subsidiaries ofunless ~~$0.001~~otherwise ~~per share~~indicated.

~~Corporate~~In ~~History~~this Annual Report, unless otherwise specified, all references to “common shares” refer to the common shares of our capital stock, having a par value of $0.001 per share.

~~ESP Resources, Inc. (“ESP Resources” the “Company”) was incorporated in the State of Nevada on October 27, 2004.~~1

OnCorporate March 10, 2016, ESP Resources, Inc. (the “Company” and/or the “Debtor”) filed a voluntary petition (the “Voluntary Petition”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) Case No. 16-60021-H2-11 seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The Company’s bankruptcy case is being jointly administered with that of ESP Petrochemicals, Inc. under Case No. 16-60020-H2-11. History

1ESP Resources, Inc. (“ESP Resources” the “Company”) was incorporated in the State of Nevada on October 27, 2004.

On ~~January~~March 710, ~~2021~~2016, asESP aResources, ~~result~~Inc. of(the “Company” and/or the “Debtor”) filed a ~~custodianship~~voluntary petition (the “Voluntary Petition”) in ~~Clark~~the ~~County,~~United ~~Nevada,~~States ~~Case~~Bankruptcy ~~Number:~~Court ~~A-20-825339-B,~~for ~~Custodian~~the ~~Ventures~~Southern ~~LLC~~District of Texas (the “~~Custodian~~Bankruptcy Court”) Case No. ~~was~~16-60021-H2-11 ~~appointed~~seeking ~~custodian~~relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “~~Company~~Bankruptcy Code”). The ~~David~~Company’s ~~Lazar~~bankruptcy case is ~~the~~being ~~managing~~jointly ~~director~~administered with that of ~~Custodian~~ESP Petrochemicals, Inc. under Case No. 16-60020-H2-11.

On January 7, 2021, ~~Custodian~~as ~~appointed~~a ~~David~~result ~~Lazar~~of asa ~~the~~custodianship ~~Company’s~~in ~~Chief~~Clark ~~Executive Officer~~County, ~~President~~Nevada, ~~Secretary,~~Case ~~Chief~~Number: ~~Financial Officer~~A-20-825339-B, ~~Chief~~Custodian ~~Executive~~Ventures ~~Officer~~LLC ~~and~~(“Custodian”) was ~~Chairman~~appointed custodian of (the ~~Board~~“Company”). David Lazar is the managing director of ~~Directors.~~Custodian

~~David~~On January ~~Lazar~~7, 312021, ~~has~~Custodian ~~been~~appointed ~~CEO and~~David ~~Chairman~~Lazar ofas the Company’s ~~since~~Chief ~~July~~Executive 14Officer, ~~2020. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013~~President, ~~where he specializes in research and development~~Secretary, ~~sales and marketing. From 2014 through 2015, David was the~~ Chief ~~Executive~~Financial Officer ~~of Dico~~, ~~Inc.,~~Chief ~~which~~Executive ~~was~~Officer ~~then~~and ~~sold~~Chairman ~~to Peekay Boutiques. Since February~~ of ~~2018, Mr. Lazar has been~~ the ~~managing~~Board ~~member~~ of ~~Custodian Ventures LLC, where he specializes in assisting distressed public companies~~Directors. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.

~~Competition~~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 the Company from NYJJ (Hong Kong) Limited. The Purchaser purchased the Shares for cash consideration of $400,000. The Shares represent 100% of the issued and ~~Market~~outstanding ~~Conditions~~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.

~~We will face substantial competition in our efforts~~Effective toat ~~identify~~11:59 ~~and pursue a business venture~~p.m. ~~The~~Eastern ~~primary~~Standard ~~source~~Time ofon ~~competition is expected to be from other companies organized and funded for similar purposes~~Tuesday, ~~including~~August ~~small venture capital firms~~31, ~~blank~~2021 ~~check~~(the ~~companies,~~“Effective ~~and wealthy investors~~Time”), ~~many~~David ofLazar ~~which~~resigned ~~may~~from ~~have~~his ~~substantially~~positions ~~greater~~as ~~financial~~sole ~~and~~member ~~other~~of ~~resources~~the ~~than~~Board ~~we do. In light~~ of ~~our~~Directors ~~limited financial and human resources, we are at a competitive disadvantage compared to many~~ of ~~our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with~~ the ~~economic~~Company ~~downturn caused by~~ (the ~~coronavirus pandemic~~“Board”), ~~many venture capital firms~~ and ~~similar~~President, ~~firms~~CEO, ~~and individuals have been seeking to acquire businesses at discounted rates~~Treasurer, ~~and~~CFO ~~we therefore currently face additional competition~~ and ~~resultant~~Secretary positions ~~difficulty~~of ~~obtaining~~the ~~a business~~Company. WeThe ~~expect~~resignation ~~these~~is ~~conditions~~not ~~to persist at least until~~ the ~~economy~~result ~~recovers.~~of ~~Further,~~any ~~even~~disagreement ifwith wethe ~~are~~Company ~~successful in~~on ~~obtaining~~any amatter ~~business~~related orto ~~assets~~the ~~for~~Company’s ~~new~~ operations, policies weor ~~expect~~practices. ~~there~~The toresignation beis ~~enhanced~~effected ~~barriers~~by toa ~~entry~~written inconsent ~~the marketplace~~ in ~~which~~lieu ~~we decide~~of tospecial ~~operate~~meeting ~~as a result~~ of ~~reduced demand and/or increased raw material costs caused by~~ the ~~pandemic~~Board, ~~and~~dated ~~other~~August ~~economic~~31, ~~forces that are beyond our control~~2021.

~~Regulation~~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.

AsPursuant to ofthe August 31, 2021 Board consent, the ~~date~~Company’s ofdeparting ~~this~~director also appointed Mr. Zhuang Rong Cheng as the Company’s ~~Report~~President and CEO, weMr. ~~are~~Guo ~~required~~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 ~~file~~serve ~~reports~~on ~~with~~an at-will basis until his or her resignation or removal by the ~~Securities~~Board. Each of the officers agreed to negotiate an employment agreement in good faith at an unspecified future date, and ~~Exchange~~none ~~Commission~~of (the ~~“SEC”)~~officers bycurrently ~~Section~~contemplates 13taking cash compensation from the Company in connection with his or her service as officer of the ~~Securities~~Company. The officers were selected based on each of his or ~~Exchange~~her ~~Act~~background and history of ~~1934~~doing (business in Hong Kong. The Company believes that each of the ~~“Exchange~~officers ~~Act”)~~possess the attributes necessary to create substantial value for the Company’s stockholders.

~~Depending~~On September on2, 2021, the ~~direction management~~stockholders ~~decides~~of tothe ~~take~~Company, ~~and~~by executing a ~~business~~written orconsent ~~businesses~~of we90% ~~may~~of ~~acquire~~the inCompany’s ~~the~~total ~~future~~voting stock, approved weof ~~may~~an ~~become~~amendment ~~subject~~ to ~~other~~the ~~laws~~Company’s orarticles ~~regulations~~of incorporation (the “Amendment”), which contains a corporate name ~~that~~change ~~require~~of usthe Company to ~~make~~Great ~~material~~Tang ~~expenditures~~Bid Technology, Inc. The officers of the Company filed the Amendment with the Nevada Secretary of State on ~~compliance~~September ~~including~~10, 2021, and the ~~increasing~~Amendment ~~state-level~~is ~~regulation~~effective as of ~~privacy.~~the ~~Any~~date ~~such~~of ~~requirements~~acceptance by the Secretary of State of the State of Nevada. ~~could~~Although ~~require~~the usCompany tofiled ~~divert~~the ~~significant~~name ~~human~~change with the Nevada Secretary of State, and ~~capital~~the ~~resources~~State onrecognizes ~~compliance~~this name change, ~~which~~FINRA ~~could~~has ~~have~~not yet anfinished ~~adverse~~processing ~~effect~~the onapplication ~~our~~for ~~future~~the ~~operating~~name change of the Company and therefore, neither the SEC, nor the OTC recognize the ~~results~~new name change.

~~Employees~~2

AsThe information ofcontained in Item 5.02, Item 5.03 and Item 8.01 are incorporated herein by reference. The Company effected the ~~date~~change ofin Board ~~this~~composition, ~~Report~~the Amendment, weand dothe ~~not~~Reverse ~~have~~Stock Split (defined in Item 8.01 hereto) by means of a written consent of the stockholders ~~employees~~of the Company. ~~However,~~The anwritten ~~entity~~consent ~~controlled~~was executed by ~~our~~the ~~Chief~~Purchaser, ~~Executive~~who ~~Officer~~is ~~provides~~the ~~part-time~~sole ~~consulting~~owner ~~services~~of tothe usSeries ~~without~~A, ~~compensation~~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.

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); however, is unable to perfect a date when FINRA will be done processing the application.

~~ITEM~~Competition and ~~1A.~~Market ~~RISK FACTORS~~Conditions

~~Risks~~We will ~~Relating~~face substantial competition in our efforts to ~~Our~~identify ~~Business~~and pursue a business venture. The primary source of competition is expected to be from other companies organized and ~~Financial~~funded for similar purposes, including small venture capital firms, blank check companies, and ~~Condition~~wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace in which we decide to operate as a result of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

~~We currently have no operations, and investors therefore have no basis on which to evaluate the Company’s future prospects.~~Regulation

~~We currently have no operations and will be reliant~~As ~~upon~~of athe ~~merger~~date ~~with or acquisition~~ of anthis ~~operating~~Report, ~~business to commence operations and generate revenue. Because~~ we ~~have~~are norequired ~~operations and have not generated revenues, investors have no basis upon which~~ to ~~evaluate~~file ~~our~~reports ~~ability to achieve our business objective of locating and completing a business combination~~ with athe ~~target~~Securities ~~business. We have no current arrangements or understandings with any prospective target business concerning a business combination~~ and ~~may~~Exchange beCommission ~~unable~~(the to“SEC”) ~~complete~~by ~~a business combination in a reasonable timeframe, on reasonable~~Section ~~terms,~~13 orof atthe ~~all.~~Securities IfExchange weAct ~~fail~~of to1934 ~~complete~~(the a“Exchange ~~business combination as planned, we will never generate any operating revenues~~Act”).

WeDepending on ~~may~~the ~~face~~direction ~~difficulties~~management ordecides ~~delays~~to intake ~~our~~and ~~search for~~ a business ~~combination,~~or ~~and~~businesses we may ~~not~~acquire ~~have~~in ~~access~~the future, we may become subject to ~~sufficient~~other laws ~~capital~~or regulations that require us to ~~consummate~~make amaterial ~~business~~expenditures ~~combination~~on compliance including the increasing state-level regulation of privacy. Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect on our future operating results.

We may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment in the Company could become worthless.Employees

IfAs of the date of this Report, we ~~are~~do not ~~successful~~have inemployees. ~~acquiring~~However, aour ~~new business~~Chief ~~and~~Executive ~~generating~~Officer ~~material~~provides ~~revenues,~~part-time ~~investors~~consulting ~~will~~services ~~likely~~to us ~~lose~~without ~~their investment~~compensation.

If we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.3

~~If we cannot manage our growth effectively,~~ITEM we1A. ~~may~~RISK ~~not become profitable.~~FACTORS

~~Businesses, including development-stage companies~~Risks ~~such~~Relating ~~as ours and/or any operating business or businesses we may acquire, often grow rapidly and tend~~ to ~~have~~Our ~~difficulty~~Business ~~managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team~~ and ~~other~~Financial ~~key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.~~Condition

We ~~cannot assure you that our management will~~ becurrently ~~able~~have tono ~~manage~~operations, ~~our~~and ~~growth~~investors ~~effectively~~therefore orhave ~~successfully.~~no ~~Our~~basis ~~failure~~on towhich ~~meet these challenges could cause us~~ to ~~lose~~evaluate ~~money,~~the ~~and~~Company’s ~~your investment~~future ~~could be lost~~prospects.

We currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate revenue. Because we have ~~limited~~no ~~capital~~operations and have not generated revenues, weinvestors ~~may~~have ~~need~~no basis upon which to evaluate our ability to ~~raise~~achieve ~~additional~~our ~~capital~~business inobjective ~~the~~of ~~future~~locating byand ~~issuing~~completing ~~debt~~a business combination with a target business. We have no current arrangements or ~~equity~~understandings ~~securities,~~with ~~the~~any ~~terms~~prospective oftarget ~~which~~business concerning a business combination and may ~~dilute~~be ~~our~~unable ~~current~~to ~~investors~~complete ~~and/or~~a business combination ~~reduce~~in ora ~~limit~~reasonable ~~their~~timeframe, ~~liquidation~~on reasonable terms, or ~~other~~at ~~rights~~all. If we fail to complete a business combination as planned, we will never generate any operating revenues.

We ~~may require additional capital to acquire a~~ ~~business. We~~ may ~~not~~face bedifficulties ~~able~~or todelays ~~obtain~~in ~~additional~~our ~~capital~~search ~~when~~for ~~required.~~a ~~Future~~ business ~~development activities~~combination, ~~as well as administrative expenses such as salaries, insurance, general overhead, legal~~ and ~~compliance expenses, and accounting expenses will require a substantial amount of additional capital. The terms of securities~~ we ~~issue in future capital raising transactions~~ may benot ~~more~~have ~~favorable~~access to ~~new~~sufficient investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital ~~raised~~to ~~through the sale of equity securities~~consummate ~~will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create~~ a ~~liquidation preference~~business ~~superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution~~combination.

3We may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment in the Company could become worthless.

WeIf we ~~may~~are benot ~~unable~~successful toin ~~obtain~~acquiring ~~necessary~~a ~~financing~~new ifbusiness and ~~when required~~generating material revenues, investors will likely lose their investment.

~~Our ability to obtain financing, if and when necessary,~~If ~~may~~we beare ~~impaired~~not bysuccessful ~~such~~in ~~factors~~developing asa ~~the~~viable ~~capital~~business ~~markets~~plan ~~(both in general~~ and inacquiring ~~the~~a ~~particular~~new ~~industry~~business orthrough ~~industries in~~ which ~~we may choose~~ to ~~operate)~~implement it, our ~~limited~~investors’ entire ~~operating~~investment ~~history~~in ~~and current lack of operations,~~ the ~~national~~Company ~~and~~could ~~global~~become ~~economies, and the condition of the market for microcap securities~~worthless. ~~Further,~~Even ~~economic~~if ~~downturns~~we ~~such~~are assuccessful ~~the~~in ~~current~~combining ~~global~~with ~~depression~~or ~~caused~~acquiring by the ~~COVID-19~~assets ~~pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period~~ of ~~time or after we have acquired~~ an operating entity, ~~and~~we ~~may~~can ~~limit~~provide orno ~~hinder~~assurances ~~our~~that ~~ability to obtain~~ the ~~funding~~Company wewill ~~require.~~be ~~If the amount of capital we are~~ able to ~~raise from financing activities, together with any revenues we may~~ generate ~~from~~significant ~~future~~revenue ~~operations,~~therefrom isin ~~not~~the ~~sufficient~~short-term toor ~~satisfy our~~at ~~capital~~all ~~needs,~~or wethat ~~may~~investors bewill ~~required~~derive ~~to discontinue our development or implementation of~~ a ~~business~~profit ~~plan,~~from ~~cancel~~their ~~our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms~~investment. If ~~any~~we ofare ~~the foregoing~~not ~~should happen~~successful, our ~~shareholders~~investors ~~could~~will likely lose ~~some or all of~~ their entire investment.

~~Because~~ If we ~~are~~cannot ~~still~~manage ~~developing~~ our ~~business plan~~growth effectively, we domay not ~~have~~become ~~any agreement for a business combination~~profitable.

WeBusinesses, including ~~have~~development-stage nocompanies ~~current~~such ~~arrangement,~~as ~~agreement~~ours and/or ~~understanding with~~any ~~respect~~operating ~~to engaging in a~~ business ~~combination~~or ~~with~~businesses ~~any~~we ~~specific entity. We~~ may ~~not~~acquire, beoften ~~successful~~grow inrapidly ~~identifying~~ and ~~evaluating a~~ ~~suitable~~tend ~~acquisition candidate or in consummating a business combination. We are neutral as~~ to ~~what~~have ~~industry~~difficulty ormanaging ~~segment~~their ~~for any target company~~growth. WeIf ~~have not established specific metrics and criteria~~ we ~~will~~are ~~look~~able ~~for~~to inacquire aan ~~target~~operating ~~company~~business, ~~and if and when~~ we dowill welikely ~~may~~need ~~face difficulty~~to ~~reaching~~expand ~~a mutual agreement with any such entity, including in light of market trends and forces beyond~~ our ~~control. Given~~management ~~our~~team ~~early-stage~~and ~~status,~~other ~~there~~key ispersonnel ~~considerable~~by ~~uncertainty~~recruiting and ~~therefore~~employing ~~inherent~~experienced ~~risk~~executives toand ~~investors~~key ~~that~~employees weand/or ~~will~~consultants ~~not~~capable ~~succeed~~of ~~in developing~~providing ~~and~~the ~~implementing~~necessary ~~a viable business plan~~support.

~~The~~We cannot ~~COVID-19~~assure ~~pandemic~~you ~~could~~that ~~materially~~our ~~adversely affect~~management will be able to manage our ~~financial~~growth ~~condition,~~effectively ~~future~~or ~~plans~~successfully. Our failure to meet these challenges could cause us to lose money, and ~~results~~your ofinvestment ~~operations~~could be lost.

~~This COVID-19 pandemic has had a significant adverse~~Because ~~effect~~we onhave ~~the~~limited ~~economy~~capital, inwe ~~the~~may ~~United~~need ~~States and on most businesses. The Company is not able~~ to ~~predict~~raise ~~the~~additional ~~ultimate~~capital ~~impact~~in ~~that COVID -19 will have on its business; however, if~~ the ~~pandemic~~future ~~and~~by ~~government~~issuing ~~action~~debt ~~in response thereto impose limitations on our operations~~ or ~~result~~ inequity ~~a prolonged economic recession or depression~~securities, the ~~Company’s~~terms ~~development and implementation~~ of ~~its~~which may ~~business~~dilute ~~plan and~~ our ~~ability~~ tocurrent ~~commence~~investors and/or ~~grow~~reduce ~~our~~or ~~operations,~~limit astheir ~~well~~liquidation asor ~~our~~other ~~ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations~~rights.

~~Because~~We may werequire ~~are~~additional ~~dependent~~capital ~~upon~~to ~~David~~acquire ~~Lazar,~~a business. We may not be able to obtain additional capital when required. Future business ~~our~~development ~~Chief~~activities, ~~Executive~~as ~~Officer~~well as administrative expenses such as salaries, insurance, general overhead, legal and ~~sole~~compliance ~~director~~expenses, and accounting expenses will require a substantial amount of additional capital. The terms of securities we issue in future capital raising transactions may be more favorable to ~~manage~~new investors, and ~~oversee~~may ~~our~~include ~~Company~~liquidation preferences, ~~the~~superior ~~loss~~voting rights or the issuance of ~~him~~other derivative securities, which could ~~adversely~~have ~~affect~~a further dilutive effect on or subordinate the rights of our ~~plan~~current ~~and~~investors. ~~results~~Any additional capital raised through the sale of ~~operations~~equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of Common Stock, would also pose the risk of dilution

We currently have a sole director and officer, David Lazar, who manages the Company and is presently evaluating a viable plan for our future operations. We will rely solely on his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss of our Chief Executive Officer could delay or prevent the achievement of our business objectives, which could have a material adverse effect upon our results of operations and financial position. Further, because Mr. Lazar serves as Chief Executive Officer and sole director and also holds a controlling interest in the Company’s Common Stock, our other shareholders will have limited ability to influence the Company’s direction or management.4

~~In addition, although not likely, the officers~~We ~~and directors of an acquisition candidate~~ may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination business. The role of a target’s key personnel upon the completion of the transaction cannot be ~~ascertained~~unable at this time. Although we contemplate that certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there can be no assurance that all of such target’s management team will decide to ~~remain~~obtain innecessary ~~place.~~financing ~~The~~if ~~loss of key personnel, either before or after a business combination~~ and ~~including~~when ~~management of either us or a combined entity could negatively impact the operations and profitability of our business~~required.

~~Risks~~Our ability ~~Related~~to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular industry or industries in which we may choose to operate), our limited operating history and current lack of operations, the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation of a ~~Potential~~business ~~Business~~plan, ~~Acquisition~~cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.

WeBecause we ~~may~~are ~~encounter~~still ~~difficulty~~developing ~~locating~~our ~~and consummating a~~ business ~~combination~~plan, ~~including~~we asdo anot ~~result~~have ofany ~~the~~agreement ~~competitive~~for ~~disadvantages~~a webusiness ~~have~~combination.

We have ~~expect~~no tocurrent ~~face~~arrangement, ~~intense~~agreement ~~competition~~or inunderstanding ~~our~~with ~~search for~~respect ~~a revenue-producing business~~ to ~~combine~~engaging ~~with~~in ora ~~acquire.~~business ~~Given~~combination ~~the~~with ~~current~~any ~~economic~~specific ~~climate,~~entity. We ~~venture~~may ~~capital~~not ~~firms,~~be ~~larger~~successful ~~companies, blank~~in ~~check~~identifying ~~companies~~and ~~such~~evaluating asa ~~special~~suitable ~~purpose~~ acquisition ~~companies~~candidate ~~and~~or ~~other~~in ~~investors~~consummating ~~are~~a ~~purchasing~~business ~~operating~~combination. ~~entities~~We are orneutral ~~the~~as ~~assets thereof~~to inwhat ~~high~~industry ~~volumes~~or ~~and~~segment atfor ~~relatively~~any ~~discounted~~target ~~prices~~company. ~~These~~We ~~parties may~~ have ~~greater~~not ~~capital~~established orspecific ~~human~~metrics ~~resources~~and ~~than~~criteria we dowill ~~and/or~~look ~~more~~for ~~experience~~ in a ~~particular~~target ~~industry~~company, ~~within~~and ~~which~~if weand ~~choose~~when towe ~~search.~~do ~~Most~~we ofmay ~~these~~face ~~competitors~~difficulty ~~have~~reaching a ~~certain~~mutual ~~amount~~agreement ofwith ~~liquid~~any ~~cash available~~such toentity, ~~take~~including ~~advantage~~in light of ~~favorable~~ market ~~conditions~~trends ~~for~~and ~~prospective~~forces ~~business~~beyond ~~purchaser~~our ~~such as those caused by the recent pandemic~~control. ~~Any~~ ~~delay~~Given orour ~~inability~~early-stage ~~to locate~~status, ~~negotiate~~there ~~and~~is ~~enter~~considerable ~~into~~uncertainty aand ~~business~~therefore ~~combination as a result of the relative illiquidity of our current~~inherent ~~asset~~risk orto ~~other~~investors ~~disadvantages~~that we ~~have~~will ~~relative~~not tosucceed ~~our~~in ~~competitors~~developing ~~could~~and ~~cause~~implementing ~~us to lose valuable business opportunities to our competitors, which would have~~ a ~~material~~viable ~~adverse effect on our~~ business plan.

4The COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.

WeThis COVID-19 ~~may~~pandemic ~~expend~~has had a significant ~~time~~adverse effect on the economy in the United States and ~~capital~~on most businesses. The Company is not able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response thereto impose limitations on our operations or result in a ~~prospective~~prolonged economic recession or depression, the Company’s development and implementation of its business ~~combination~~plan ~~that~~and isour ~~not~~ability ~~ultimately~~to ~~consummated~~commence and grow our operations, as well as our ability to generate material revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results of operations.

~~The investigation of each specific target business~~Because ~~and~~we ~~any~~are ~~subsequent~~dependent ~~negotiation~~upon ~~and~~Zhuang ~~drafting~~Rong ~~of related agreements~~Cheng, ~~SEC~~our ~~disclosure~~Chief ~~and~~Executive ~~other~~Officer documents will require substantial amounts of management’s time and attention and material additional costs in connection with outsourced services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately come to ~~fruition.~~manage ~~In such event, all of the time~~ and ~~capital~~oversee ~~resources~~our ~~expended by the~~ Company, ~~in such a pursuit may be lost and unrecoverable by~~ the ~~Company~~loss ~~or its shareholders. Unanticipated issues which may be beyond our control or that~~ of ~~the~~him ~~seller~~could ~~of the applicable business may arise that force us to terminate~~adversely ~~discussions~~affect ~~with a target company, such as the target’s failure or inability to provide adequate documentation to assist in~~ our ~~investigation,~~ aplan ~~party’s failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents~~ and ~~agreements,~~results ~~the appearance~~ of ~~a competitive bid from another prospective purchaser, or the seller’s inability to maintain its~~ operations ~~for a sufficient time to allow the transaction to close~~. ~~Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.~~

~~Conflicts~~Our CEO, ofZhuang ~~interest~~Rong ~~may~~Cheng, ~~arise~~who ~~between~~manages usthe Company and is presently evaluating a viable plan for our ~~shareholders,~~future operations. We will rely solely ~~directors,~~on orhis ~~management,~~judgment ~~which~~in ~~may~~connection ~~have~~with selecting a ~~negative~~target ~~impact~~company onand ~~our~~the ~~ability~~terms toand ~~consummate~~structure aof any resulting business combination. orThe loss ~~favorable~~of ~~terms~~our Chief Executive Officer could delay or ~~generate~~prevent the achievement of our business objectives, which could have a material adverse ~~revenue~~effect upon our results of operations and financial position.

~~Our~~In addition, ~~Chief~~although ~~Executive~~not ~~Officer~~likely, ~~Mr.~~the ~~Lazar,~~officers isand ~~not required~~directors toof ~~commit~~an ~~his~~acquisition ~~full~~candidate ~~time~~may toresign ~~our~~upon ~~affairs,~~completion ~~which~~of ~~may~~a ~~result~~combination inwith their abusiness. ~~conflict~~The departure of ~~interest~~a intarget’s ~~allocating~~key ~~his~~personnel ~~time~~could ~~between~~negatively ~~managing~~impact the ~~Company~~ operations and ~~other~~prospects ~~businesses~~of inour ~~which~~post-combination business. heThe isrole orof ~~may~~a betarget’s ~~involved.~~key Wepersonnel doupon ~~not~~the ~~intend~~completion toof ~~have~~the ~~any~~transaction ~~employees~~cannot ~~prior~~be toascertained ~~the~~at ~~consummation~~this oftime. aAlthough ~~business~~we ~~combination.~~contemplate ~~Mr.~~that ~~Lazar~~certain isor ~~not~~all ~~obligated~~members toof ~~contribute~~a ~~any~~target’s ~~specific~~management ~~number~~team ofmay ~~hours~~remain toassociated ~~our~~with ~~affairs,~~the ~~and~~target hefollowing ~~may~~a ~~engage in other~~change ~~business~~of ~~endeavors~~control ~~while~~thereof, hethere ~~provides~~can ~~consulting~~be ~~services~~no toassurance ~~the~~that ~~Company.~~all ~~If any~~ of ~~his~~such ~~other~~target’s ~~business~~management ~~affairs~~team ~~require~~will ~~him~~decide to ~~devote~~remain ~~substantial amounts~~in ofplace. ~~time~~The toloss of ~~such~~key ~~matters~~personnel, iteither ~~could~~before ~~materially~~or ~~limit~~after ~~his~~a ~~ability~~business tocombination ~~devote~~and ~~his~~including ~~time~~management ~~and~~of ~~attention~~either tous ~~our~~or ~~business~~a ~~which~~combined entity could ~~have~~negatively ~~a negative~~ impact onthe ~~our~~operations ~~ability~~and toprofitability ~~consummate~~of aour business ~~combination or generate revenue~~.

It is possible that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely affect a business combination or subsequent operations of the Company, in which case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.5

~~We may engage in a business combination that~~Risks ~~causes~~Related ~~tax consequences~~ to usa ~~and~~Potential ~~our~~Business ~~shareholders.~~Acquisition

~~Federal and state tax consequences will, in all~~We ~~likelihood, be a significant factor in considering any business combination that we~~ may ~~undertake.~~encounter ~~Under~~difficulty ~~current~~locating ~~federal law, such transactions may be subject to significant taxation to the buyer~~ and ~~its~~consummating ~~shareholders~~a ~~under applicable federal and state tax laws. While we intend to structure any~~ business combination, soincluding as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result ~~in the imposition~~ of ~~significant taxation, both at~~ the ~~federal~~competitive ~~and~~disadvantages ~~state levels, which may have an adverse effect~~we ~~on both parties to the transaction, including our shareholders~~have.

5We expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

ItWe may isexpend ~~unlikely~~significant ~~that~~time ~~our~~and ~~shareholders~~capital ~~will~~on ~~be afforded~~a ~~any~~prospective ~~opportunity~~business tocombination ~~evaluate~~that oris ~~approve~~not aultimately ~~business combination~~consummated.

ItThe investigation isof ~~unlikely~~each ~~that~~specific ~~our~~target ~~shareholders~~business ~~will~~and beany ~~afforded the~~subsequent ~~opportunity~~negotiation ~~to evaluate~~ and ~~approve~~drafting aof ~~proposed~~related ~~business~~agreements, ~~combination.~~SEC Indisclosure ~~most~~and other ~~cases,~~documents ~~business~~will ~~combinations~~require dosubstantial ~~not~~amounts ~~require~~of ~~shareholder approval~~management’s ~~under~~time ~~applicable~~and ~~law,~~attention and ~~our~~material ~~Articles~~additional ofcosts ~~Incorporation~~in ~~and~~connection with ~~Bylaws~~outsourced doservices ~~not~~from ~~afford~~accountants, ~~our~~attorneys, ~~shareholders~~and ~~with~~other ~~the~~professionals. ~~right~~We towill ~~approve~~likely ~~such a~~expend ~~transaction.~~significant ~~Further,~~time ~~Mr.~~and ~~Lazar~~resources searching for, ~~our~~conducting ~~Chief~~due ~~Executive~~diligence ~~Officer~~on, and ~~sole~~negotiating ~~director,~~transaction ~~owns~~terms ~~the~~in ~~vast~~connection ~~majority~~with ofa ~~our~~proposed ~~outstanding~~business ~~Common~~combination ~~Stock.~~that may not ultimately ~~Accordingly~~come to fruition. In such event, ~~our~~all ~~shareholders~~of ~~will~~the betime ~~relying~~and ~~almost~~capital ~~exclusively~~resources onexpended by the ~~judgement~~Company ofin ~~our~~such ~~board~~a ofpursuit ~~directors~~may ~~(“Board”)~~be lost and unrecoverable ~~Chief~~by ~~Executive~~the ~~Officer~~Company ~~and~~or ~~any~~its ~~persons~~shareholders. onUnanticipated ~~whom~~issues ~~they~~which may ~~rely~~be ~~with~~beyond ~~respect~~our tocontrol aor ~~potential~~that ~~business~~of ~~combination.~~the Inseller ~~order~~of tothe ~~develop~~applicable ~~and~~business ~~implement~~may ~~our~~arise ~~business~~that ~~plan,~~force ~~may~~us into ~~the~~terminate ~~future~~discussions ~~hire~~with ~~lawyers,~~a ~~accountants~~target company, ~~technical~~such ~~experts,~~as ~~appraisers,~~the target’s failure or ~~other~~inability ~~consultants~~to provide adequate documentation to assist ~~with~~ ~~determining~~in ~~the~~our ~~Company~~investigation, a party’s ~~direction~~failure ~~and~~to ~~consummating~~obtain ~~any~~required ~~transactions~~waivers ~~contemplated~~or ~~thereby.~~consents Weto ~~may~~consummate ~~rely~~the ontransaction as ~~such~~required ~~persons~~by ~~in making~~the ~~difficult~~inability ~~decisions~~to inobtain ~~connection~~the ~~with~~required ~~the~~audits, ~~Company’s~~applicable ~~future~~laws, ~~business~~charter documents and ~~prospects.~~agreements, ~~The~~the ~~selection~~appearance of ~~any~~a ~~such persons will~~competitive bebid ~~made~~from byanother ~~our~~prospective ~~Board~~purchaser, ~~and~~or ~~any~~the ~~expenses~~seller’s ~~incurred,~~inability orto ~~decisions~~maintain ~~made~~its ~~based~~operations onfor ~~any~~a ofsufficient ~~the~~time ~~foregoing~~to ~~could~~allow ~~prove~~the transaction to beclose. ~~adverse~~Such torisks ~~the~~are ~~Company~~ inherent in ~~hindsight,~~any ~~the~~search ~~result~~for ofa ~~which~~new ~~could~~business and investors should be ~~diminished~~aware ~~value~~of tothem ~~our~~before ~~shareholders~~investing in an enterprise such as ours.

~~Because~~Conflicts of ~~our~~interest ~~search~~may ~~for~~arise abetween ~~business~~us ~~combination is~~and ~~not~~our ~~presently~~shareholders, ~~limited to a particular industry~~directors, ~~sector~~ or ~~any~~management, ~~specific~~which ~~target~~may ~~businesses,~~have ~~prospective~~a ~~investors~~negative ~~will~~impact beon ~~unable~~our ability to ~~evaluate~~consummate ~~the~~a ~~merits or risks of any particular target~~ business’s ~~operations~~combination ~~until~~or ~~such~~favorable ~~time~~terms asor ~~they~~generate ~~are identified and disclosed~~revenue.

WeOur Chief ~~are~~Executive ~~still determining the Company’s business plan~~Officer, ~~and we may seek to complete a business combination with an operating entity in any number of industries or sectors~~Mr. ~~Because~~Cheng weis ~~have~~ not ~~yet~~required ~~entered~~to ~~into~~commit ~~any~~his ~~letter~~full oftime ~~intent or agreement~~ to ~~acquire~~our ~~a particular business~~affairs, ~~prospective~~which ~~investors~~may ~~currently~~result ~~have~~in noa ~~basis to~~conflict ~~evaluate the possible merits or risks~~ of ~~any particular target business’s operations, results of operations, cash flows, liquidity,~~interest ~~financial~~in ~~condition,~~allocating ~~prospects~~his ortime ~~other~~between ~~metrics~~managing ~~or qualities they deem appropriate in considering investing in~~ the Company. ~~Further,~~and ~~if we~~other ~~complete~~businesses ain ~~business~~which ~~combination,~~he weis or may be ~~affected~~involved. byWe ~~numerous~~do ~~risks~~not ~~inherent~~intend into ~~the operations of the business we acquire. For example,~~have ifany weemployees ~~acquire~~prior ato ~~financially unstable business or an entity lacking an established operating history, we may be affected by~~ the ~~risks~~consummation ~~inherent in the business and operations~~ of a ~~new~~ business orcombination. ~~a development stage entity~~Mr. ~~Although~~Cheng ~~our~~is ~~management~~not ~~intends~~obligated to ~~evaluate~~contribute ~~and~~any ~~weigh the~~specific ~~merits~~number ~~and~~of ~~risks~~hours to ~~inherent~~our inaffairs, ~~a particular target business~~ and ~~make~~he amay ~~decision~~engage ~~based~~in onother ~~the~~business ~~Company~~endeavors ~~and~~while ~~its~~he ~~shareholders’~~provides ~~interests, there~~consulting ~~can~~services beto ~~no assurance that we will properly ascertain or assess all~~ the ~~significant~~Company. ~~risks~~If ~~inherent~~any inof ahis ~~target~~ other business, ~~that~~affairs werequire ~~will have~~him ~~adequate time~~ to ~~complete~~devote ~~due~~substantial ~~diligence~~amounts orof ~~that~~time weto ~~will~~such ~~ultimately acquire a viable business and generate material revenue therefrom. Furthermore~~matters, ~~some~~it ofcould ~~these~~materially ~~risks~~limit ~~may~~his ~~be outside of our control and leave us with no~~ ability to ~~reduce~~devote ~~the likelihood that those risks~~his ~~will~~time ~~adversely~~and ~~impact~~attention ato ~~target~~our business orwhich ~~mitigate~~could ~~any~~have ~~harm to the Company caused thereby. Should we select~~ a ~~course~~negative ofimpact ~~action,~~on orour ~~fail~~ ability to ~~select~~consummate a ~~course of action, that ultimately exposes us to unknown or unidentified risks, our~~ business ~~will~~combination ~~be harmed and you could lose some~~ or ~~all of your investment~~generate revenue.

~~Past~~It is ~~performance~~possible bythat ~~our~~we ~~management~~obtain ~~and~~an ~~their~~operating company in which a director or officer of the Company has an ownership interest in or that he ~~affiliates~~or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination may ~~not~~be on terms other than what would be ~~indicative~~arrived at in an arms-length transaction. If any conflict of ~~future~~interest ~~performance~~arises, it could adversely affect a business combination or subsequent operations of anthe ~~investment~~Company, in uswhich case our shareholders may see diminished value relative to what would have been available through a transaction with an independent third party.

~~While our Chief Executive Officer has prior experience~~We ~~in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we~~ may ~~retain~~engage in ~~the future will not necessarily be an indication of either (i) that we will be able to locate~~ a ~~suitable candidate for our initial~~ business combination orthat ~~(ii)~~causes ~~the~~tax ~~future~~consequences ~~operating results of the Company including with respect~~ to ~~any~~ business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us ~~will~~and ~~be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with~~ our ~~management or other personnel~~shareholders. ~~While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.~~

6Federal and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect on both parties to the transaction, including our shareholders.

~~We may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.~~6

~~We will consider a business combination outside~~It ~~of our management’s area of expertise if a business combination candidate~~ is ~~presented~~unlikely ~~to us and we determine~~ that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire. In the event we elect to pursue an acquisition outside of the areas of our ~~management’s~~shareholders expertise, our management’s ability to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will ~~not~~ ~~necessarily~~ be ~~relevant~~afforded toany anopportunity ~~understanding of the business that we ultimately elect~~ to ~~acquire.~~evaluate ~~As a result, our management may not be able to adequately ascertain~~ or ~~assess~~approve ~~all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following~~ a business combination ~~could suffer a reduction in the value of their shares, and any resulting loss will likely not be recoverable~~.

WeIt is ~~may~~unlikely ~~attempt~~that our shareholders will be afforded the opportunity to ~~complete~~evaluate and approve a proposed business combination ~~with~~. aIn ~~private~~most ~~target~~cases, business ~~company~~combinations ~~about~~do ~~which~~not ~~little~~require ~~information~~shareholder isapproval ~~available~~under applicable law, and ~~such~~our ~~target~~Articles ~~entity~~of ~~may~~Incorporation and Bylaws do not ~~generate~~afford our ~~revenue~~shareholders aswith ~~expected~~the right to approve such a transaction. Further, , Ms. Zhuang Qiao Luan through her ownership of preferred stock orbenefically ~~otherwise~~owns byin ~~compatible~~excess ~~with~~of us90% asof ~~expected~~our common stock upon the conversion of her preferred shares to common stock.

~~In pursuing~~ Because our search for a business tocombination ~~acquire, we~~is ~~will~~not ~~likely~~presently ~~seek~~limited to ~~complete~~ a ~~business~~particular ~~combination~~industry, ~~with~~sector aor ~~privately~~any ~~held~~specific ~~company.~~target ~~Very~~businesses, ~~little public information generally exists~~prospective ~~about~~investors ~~private~~will ~~companies, and the only information available to us prior to making a decision may~~ be ~~from~~unable ~~documents and information provided directly~~ to usevaluate by the ~~target~~merits ~~company in connection with the transaction. Such documents~~ or ~~information~~risks orof ~~the~~any ~~conclusions~~particular wetarget ~~draw~~business’s ~~therefrom could~~operations ~~prove~~until ~~to be inaccurate or misleading. As~~ such, wetime ~~may~~as ~~be required to make our decision on whether to pursue a potential business~~they ~~combination~~are ~~based~~identified ~~on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition~~ and ~~results of operations~~disclosed.

~~Our~~We are ~~ability~~still determining the Company’s business plan, and we may seek to ~~assess~~complete ~~the~~a ~~management~~business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a ~~prospective~~particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering investing in the Company. Further, if we complete a business combination, we may be ~~limited~~affected ~~and~~by numerous risks inherent in the operations of the business we acquire. For example, asif we acquire a ~~result~~financially unstable business or an entity lacking an established operating history, we may ~~acquire~~be affected by the risks inherent in the business and operations of a ~~target~~new business ~~whose~~or a development stage entity. Although our management ~~does~~intends ~~not~~to ~~have~~evaluate and weigh the ~~skills~~merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, ~~qualifications~~there can be no assurance that we will properly ascertain or assess all the significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or ~~abilities~~mitigate any harm to ~~enable~~the Company caused thereby. Should we select a ~~seamless~~course ~~transition~~of action, ~~which~~or ~~could,~~fail into ~~turn~~select a course of action, ~~negatively~~that ~~impact~~ultimately exposes us to unknown or unidentified risks, our ~~results~~business will be harmed and you could lose some or all of ~~operations~~your investment.

~~When evaluating the desirability of a potential~~Past ~~business~~performance ~~combination,~~by our ~~ability to assess the target business’s~~ management ~~may be limited due to a lack of time, resources, or information. Our management’s assessment of the capabilities of the target’s management, therefore, may prove to be incorrect~~ and ~~such~~their ~~management~~affiliates may ~~lack~~not ~~the skills, qualifications or abilities expected. Further, in most cases the target’s management may~~ be ~~expected~~indicative toof ~~want~~future toperformance manage us and replace our Chief Executive Officer. Should the target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their former entity’s merger or combination into ours, the operations and profitability of ~~the~~an ~~post-acquisition~~investment ~~business may be negatively impacted, and our shareholders could suffer a reduction~~ in ~~the value of their shares~~us.

~~Any~~While our ~~business~~Chief weExecutive ~~acquire~~Officer ~~will~~has ~~likely~~prior ~~lack~~experience ~~diversity~~ in advising businesses, his past performance, the performance of ~~operations~~other entities or ~~geographical~~persons with ~~reach~~which he is involved, ~~and~~or the performance of any other personnel we may retain in ~~such~~the ~~case~~future will not necessarily be an indication of either (i) that we will be ~~subject~~able to ~~risks~~locate ~~associated~~a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with ~~dependence~~respect to any business combination we may consummate. You should not rely on athe ~~single~~historical ~~industry~~record of him or ~~region~~any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

~~Our search for a business will likely be focused~~We onmay ~~entities~~seek ~~with a single or limited~~ business ~~activity~~combination ~~and/or~~opportunities ~~that operate~~ in ~~a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different~~ industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or ~~the~~sectors region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that ~~will threaten our viability if and to the extent our future operations~~ are ~~limited~~outside toof ~~a single industry or region. If we do not diversify~~ our ~~operations,~~management’s ~~our~~area ~~financial condition and results~~ of ~~operations will be at risk~~expertise.

~~Changes~~We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor to evaluate the risks inherent in ~~laws~~any particular business combination candidate, we cannot assure you that we will adequately ascertain or ~~regulations~~assess all the significant risks, or that we will accurately determine the actual value of a ~~failure~~prospective operating entity to acquire. In the event we elect to ~~comply~~pursue ~~with~~an acquisition outside of the ~~laws~~areas ~~and~~of ~~regulations~~our ~~applicable~~management’s expertise, our management’s ability to usevaluate and make decisions on behalf of the Company may be limited, or we may ~~adversely~~make ~~affect~~material expenditures on additional personnel or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we ultimately elect to acquire. As a result, ~~ability~~our management may not be able to ~~negotiate~~adequately ~~and~~ascertain ~~complete~~or assess all the significant risks or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer a reduction in the value of their shares, and ~~results~~any ofresulting ~~operations~~loss will likely not be recoverable.

We are subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.7

7We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

~~Risks~~In pursuing ~~Related~~our search for a business to ~~Our~~acquire, ~~Common~~we ~~Stock~~will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

~~Due~~Our ability to ~~factors~~assess ~~beyond~~the ~~our~~management ~~control,~~of ~~our~~a ~~stock price~~prospective target business may be ~~volatile~~limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact our results of operations.

~~There~~When evaluating isthe ~~currently~~desirability of a ~~limited~~potential ~~market~~business ~~for~~combination, our ~~Common Stock,~~ability ~~and~~to ~~there~~assess ~~can~~the betarget nobusiness’s ~~guarantee~~management ~~that~~may anbe limited ~~active~~due ~~market~~to ~~for~~a ~~our~~lack ~~Common~~of ~~Stock~~time, ~~will develop~~resources, ~~even~~or ifinformation. weOur ~~are~~management’s ~~successful~~assessment inof ~~consummating a~~the ~~business~~capabilities ~~combination.~~of ~~Recently~~the target’s management, ~~the~~therefore, ~~price~~may ofprove ~~our~~to ~~Common~~be ~~Stock~~incorrect ~~has~~and ~~been~~such ~~volatile~~management ~~for~~may nolack ~~reason.~~the ~~Further~~skills, ~~even~~qualifications ifor anabilities ~~active~~expected. ~~market for~~Further, ~~our~~in ~~Common~~most ~~Stock~~cases ~~develops,~~the ittarget’s ~~will~~management ~~likely~~may be ~~subject~~expected to bywant ~~significant~~to ~~price~~manage ~~volatility~~us ~~when~~and ~~compared~~replace toour ~~more~~Chief ~~seasoned~~Executive ~~issuers~~Officer. WeShould ~~expect~~the ~~that~~target’s ~~the~~management ~~price~~not ofpossess ~~our~~the ~~Common~~skills, ~~Stock~~qualifications, ~~will~~or ~~continue~~abilities necessary to bemanage ~~more~~a ~~volatile~~public ~~than~~company ~~more~~or ~~seasoned~~assist ~~issuers~~with ~~for~~their former ~~the~~entity’s ~~foreseeable~~merger ~~future.~~or ~~Fluctuations in~~combination into ours, the ~~price~~operations and profitability of ~~our~~the ~~Common~~post-acquisition ~~Stock~~business ~~can~~may be ~~based~~negatively impacted, onand ~~various~~our ~~factors~~shareholders incould ~~addition~~suffer toa ~~those~~reduction ~~otherwise~~in ~~described~~the invalue ~~this~~of ~~Report,~~their ~~including:~~shares.

●Any business ~~General~~we ~~speculative~~acquire ~~fever;~~will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated with dependence on a single industry or region.

●Our search Afor ~~prospective~~a business ~~combination~~will likely be focused on entities with a single or limited business activity and/or that operate in a limited geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack diversification, in terms of both the nature and ~~conditions~~geographic ~~thereof;~~scope of their business. As a result, we will likely be impacted more acutely by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not diversify our operations, our financial condition and results of operations will be at risk.

●Changes in ~~The~~laws ~~operating~~or ~~performance~~regulations, ofor ~~any~~a ~~business~~failure weto ~~acquire~~comply with the laws and regulations applicable to us, ~~including~~may ~~any~~adversely ~~failure~~affect our business, ability to ~~achieve~~negotiate ~~material~~and ~~revenues~~complete ~~therefrom;~~a business combination, and results of operations.

●We are ~~The~~subject ~~performance~~to oflaws ~~our~~and ~~competitors~~regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the ~~marketplace~~future may be subject to substantial legal or regulatory oversight and restrictions, ~~both~~which ~~pre-~~could hinder our growth and expend ~~post-combination;~~material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

~~● The public’s reaction to our press releases, SEC filings, website content and other public announcements and information;~~8

●Risks Related ~~Changes~~to inOur ~~earnings~~Common ~~estimates of any business that we acquire or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire;~~Stock

●Due to ~~Variations~~factors inbeyond ~~general~~our ~~economic conditions~~control, ~~including~~our asstock price may be ~~caused by uncontrollable events such as the COVID-19 pandemic and the resulting decline in the economy;~~volatile.

●There is ~~The~~currently ~~public~~a ~~disclosure~~limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop, even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason. Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared to more seasoned issuers. We expect that the ~~terms~~price of ~~any~~our ~~financing~~Common weStock ~~disclose~~will incontinue to be more volatile than more seasoned issuers for the foreseeable future;. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise described in this Report, including:

● ~~The~~General ~~number~~speculative ~~of shares of our Common Stock that are publicly traded in the future~~fever;

● ~~Actions~~A ofprospective ~~our~~business ~~existing~~combination ~~shareholders,~~and ~~including~~the ~~sales~~terms ~~of Common Stock by our then directors~~ and ~~then~~conditions ~~executive officers or by significant investors~~thereof; ~~and~~

● The ~~employment~~operating orperformance ~~termination~~ of ~~key~~any ~~personnel.~~business we acquire, including any failure to achieve material revenues therefrom;

~~Many~~● ofThe ~~these~~performance ~~factors are beyond our control and may decrease the market price~~ of our ~~Common~~competitors ~~Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility~~ in the ~~market price of a company’s securities~~marketplace, ~~securities~~both ~~class~~pre- ~~action litigation has often been instituted. A securities class action suit against us could result in substantial costs~~ and ~~divert our management’s time and attention, which would otherwise be used to benefit our business.~~ post-combination;

~~Because~~● ~~trading~~The inpublic’s ~~our~~reaction ~~Common~~to ~~Stock~~our ispress ~~so limited~~releases, ~~investors~~ ~~who~~SEC ~~purchase~~filings, ~~our~~website ~~Common~~content ~~Stock~~and ~~may~~other ~~depress~~public ~~the~~announcements ~~market~~and ~~if they sell Common Stock.~~information;

~~Our~~● ~~Common~~Changes ~~Stock~~in ~~trades~~earnings onestimates ~~the~~of ~~OTC~~any ~~Pink~~business ~~Market, the~~that ~~successor~~we toacquire ~~the~~or ~~pink~~recommendations ~~sheets.~~by ~~The~~any ~~OTC~~research ~~Pink~~analysts ~~Market~~who ~~generally~~may isfollow ~~illiquid,~~us ~~and~~or ~~most~~other ~~stocks traded there are of~~ companies ~~that~~in ~~are not required to file reports with~~ the ~~SEC~~industry ~~under~~of ~~the~~a ~~Exchange~~business ~~Act.~~that ~~Our~~we ~~Common Stock itself infrequently trades.~~acquire;

~~The~~● ~~market~~Variations ~~price~~in ofgeneral ~~our~~economic ~~Common~~conditions, ~~Stock~~including as may ~~decline if~~be acaused ~~substantial~~by ~~number~~uncontrollable ofevents ~~shares~~such ofas ~~our~~the ~~Common~~COVID-19 ~~Stock~~pandemic ~~are~~and ~~sold~~the atresulting ~~once~~decline or in ~~large~~the ~~blocks.~~economy;

~~Presently~~● ~~the~~The ~~market~~public ~~for~~disclosure ~~our Common Stock is limited. If an active market for our shares develops in the future, some or all~~ of ~~our shareholders may sell their shares of our Common Stock which may depress~~ the ~~market~~terms ~~price. Any sale~~ of aany ~~substantial~~financing ~~number~~we ofdisclose ~~these shares~~ in the ~~public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.~~future;

~~Future~~● ~~issuance~~The number of ~~our~~ ~~Common~~shares ~~Stock could dilute the interests~~ of our ~~existing~~Common ~~shareholders,~~Stock ~~particularly~~that inare ~~connection~~publicly ~~with~~traded anin ~~acquisition~~the ~~and any resulting financing.~~future;

We● ~~may~~Actions ~~issue additional shares~~ of our ~~Common~~existing ~~Stock in the future. The issuance of a substantial amount of our Common Stock could substantially dilute the interests of our~~ shareholders~~. In addition~~, ~~the~~including ~~sale~~sales of ~~a substantial amount of~~ Common Stock ~~in the public market, either in the initial issuance or in a subsequent resale~~ by ~~the~~our ~~target~~then ~~company~~directors inand athen ~~business~~executive ~~combination~~officers ~~which received our Common Stock as consideration~~ or by significant investors; ~~who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.~~and

8● The employment or termination of key personnel.

~~Due~~Many of tothese ~~recent~~factors ~~changes~~are tobeyond ~~Rule~~our ~~15c2-11~~control ~~under the~~and ~~Securities~~may ~~Exchange~~decrease ~~Act~~the ofmarket ~~1934,~~price of our Common Stock, ~~may~~regardless ~~become~~of ~~subject~~whether towe ~~limitations~~can consummate a business combination and of our current or ~~reductions~~subsequent onoperating ~~stock~~performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, ~~liquidity~~securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, orwhich ~~volume~~would otherwise be used to benefit our business.

~~On September 16, 2020, the SEC adopted amendments~~Because totrading ~~Rule~~in ~~15c2-11~~our ~~under~~Common ~~the~~Stock ~~Securities~~is ~~Exchange~~so ~~Act~~limited, ofinvestors ~~1934 (the “Exchange Act”). This Rule applies to broker-dealers~~ who ~~quote securities~~purchase ~~listed on over-the-counter markets such as~~ our Common Stock. ~~The~~may ~~Rule~~depress asthe ~~amended~~market ~~prohibits~~if ~~broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless~~ they ~~are~~sell ~~based~~Common ~~on current publicly available information about the issuer~~Stock. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

~~The Rule changes could harm the liquidity and/or~~Our ~~market price of our~~ Common Stock bytrades ~~either~~on ~~preventing~~the ~~our~~OTC ~~shares~~Pink ~~from~~Market, ~~being~~the ~~quoted~~successor orto ~~driving~~the uppink ~~our costs of compliance~~sheets. ~~Because~~The weOTC ~~are a~~Pink ~~voluntary~~Market ~~filer~~generally ~~under~~is ~~Section~~illiquid, ~~15(d) of the Exchange Act~~ and ~~not~~most ~~a public reporting company, the practical impact of these changes is~~stocks totraded ~~require~~there usare ~~to maintain a level~~ of ~~periodic~~companies ~~disclosure~~that we are not ~~presently~~ required to ~~maintain,~~file ~~which~~reports ~~would~~with ~~cause~~the usSEC tounder ~~incur~~the ~~material additional~~Exchange ~~expenses~~Act. ~~Further,~~Our ~~if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our~~ Common Stock atitself ~~desired prices, quantities, or times, or at all, as a result of the~~infrequently ~~amendments to the Rule~~trades.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS.~~9

~~Not~~The market ~~applicable~~price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.

~~ITEM~~Presently the 2market for our Common Stock is limited. ~~PROPERTIES~~If an active market for our shares develops in the future, some or all of our shareholders may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could reduce the value of the shares held by our other shareholders.

~~The~~Future issuance ~~Company’s~~of ~~principal~~our ~~business~~Common ~~and~~Stock ~~corporate~~could ~~address~~dilute isthe ~~1185 Avenue~~interests of ~~the~~our ~~Americas~~existing shareholders, ~~3rd Floor~~particularly ~~New~~in ~~York,~~connection ~~New~~with ~~York~~an ~~10036~~acquisition and any resulting financing.

~~ITEM~~We may 3issue additional shares of our Common Stock in the future. ~~LEGAL~~The ~~PROCEEDINGS~~issuance of a substantial amount of our Common Stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

WeDue to ~~are~~recent ~~not~~changes ~~currently~~to ~~involved~~Rule in15c2-11 ~~any~~under ~~legal~~the ~~proceedings~~Securities ~~and~~Exchange weAct ~~are~~of ~~not aware~~1934, ofour ~~any~~Common ~~pending~~Stock may become subject to limitations or ~~potential~~reductions on ~~legal~~stock ~~actions~~price, liquidity, or volume.

~~ITEM~~On September 416, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This ~~MINE~~Rule ~~SAFETY~~applies ~~DISCLOSURES~~to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.

~~Not~~The Rule ~~applicable~~changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company, the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain, which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities, or times, or at all, as a result of the amendments to the Rule.

9ITEM 1B. UNRESOLVED STAFF COMMENTS.

~~PART II~~Not applicable.

ITEM 5 2. ~~MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~PROPERTIES

~~Our Common Stock is not~~The ~~listed~~Company’s onprincipal ~~any~~business ~~securities exchange~~ and iscorporate ~~quoted~~address ~~on the OTC Pink Market under the symbol “ESPIQ” because our Common Stock~~ is ~~not~~ ~~listed~~50 onWest aLiberty ~~securities~~Street ~~exchange~~Suite ~~and~~880 ~~its~~Reno, ~~quotations~~Nevada, ~~on OTC Pink are limited and sporadic~~89501. ~~There is currently no established public trading market for our Common Stock.~~

~~The following table reflects~~ITEM ~~the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 31, 2020, and December 31, 2020~~3. ~~This~~LEGAL ~~information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.~~PROCEEDINGS

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2020:
First Quarter	$	0.0038	$	0.0004
Second Quarter	$	0.0009	$	0.0002
Third Quarter	$	0.0045	$	0.0002
Fourth Quarter	$	0.0009	$	0.0002

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2019:
First Quarter	$	0.0010	$	0.0005
Second Quarter	$	0.0017	$	0.0005
Third Quarter	$	0.0014	$	0.0006
Fourth Quarter	$	0.0009	$	0.0005

ITEM 4. MINE SAFETY DISCLOSURES

~~Holders~~Not applicable.

As of June 2, there were 239 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is VStock Transfer, 18 Lafayette Place Woodmere, NY 11598 - Phone: 212.828.843610

~~Dividends~~PART II

~~We have never paid or declared any dividends on~~ITEM ~~our~~5. ~~Common~~MARKET ~~Stock~~FOR ~~and~~COMMON doEQUITY ~~not~~AND ~~anticipate~~RELATED ~~paying~~STOCKHOLDER ~~cash dividends in the foreseeable future.~~MATTERS

~~Securities~~Our Common ~~Authorized~~Stock ~~For~~is ~~Issuance~~not ~~Under~~listed ~~Equity~~on ~~Compensation~~any ~~Plans~~securities exchange and is quoted on the OTC Pink Market under the symbol “ESPIQ” because our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic. There is currently no established public trading market for our Common Stock.

WeThe following ~~currently~~table doreflects ~~not~~the ~~have~~high ~~any~~and ~~equity~~low ~~compensation~~closing ~~plans~~sales information for our Common Stock for each fiscal quarter during the fiscal years ended December 31, 2021, and December 31, 2021. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Unregistered Sales of Equity Securities

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2021:
First Quarter	$	0.0195	$	0.0045
Second Quarter	$	0.0125	$	0.0070
Third Quarter	$	0.0286	$	0.0048
Fourth Quarter	$	0.0149	$	0.0048

We have previously disclosed all sales of securities without registration under the Securities Act of 1933.

	COMMON STOCK MARKET PRICE
	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2020:
First Quarter	$	0.0038	$	0.0004
Second Quarter	$	0.0009	$	0.0002
Third Quarter	$	0.0045	$	0.0002
Fourth Quarter	$	0.0009	$	0.0002

~~ITEM 6. SELECTED FINANCIAL DATA~~Holders

~~Not~~As of ~~Applicable~~December 31, 2021 there were 239 shareholders of record of the Company’s Common Stock based upon the records of the shareholders provided by the Company’s transfer agent. The Company’s transfer agent is VStock Transfer, 18 Lafayette Place Woodmere, NY 11598 - Phone: 212.828.8436

10Dividends

~~ITEM~~We have 7.never ~~MANAGEMENT’S~~paid ~~DISCUSSION~~or ~~AND~~declared ~~ANALYSIS~~any OFdividends ~~FINANCIAL~~on ~~CONDITION~~our ~~AND~~Common ~~RESULT~~Stock OFand ~~OPERATIONS~~do not anticipate paying cash dividends in the foreseeable future.

~~The Company has no operations or revenue as of~~Securities ~~the~~Authorized date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For ~~more~~Issuance ~~information about~~Under ~~the~~Equity ~~risk~~Compensation ~~of Covid-19 on our business, see Item 1.A. - “Risk Factors”.~~Plans

~~Plan~~We currently ofdo ~~Operation~~not have any equity compensation plans.

~~The Company has no operations from a continuing~~Unregistered ~~business~~Sales ~~other than the expenditures related to running the Company and has no revenue from continuing operations as~~ of ~~the~~Equity ~~date of this Report.~~Securities

~~Management intends to explore and identify business~~We ~~opportunities~~have ~~within~~previously ~~the~~disclosed ~~U.S.,~~all ~~including~~sales ~~a potential acquisition~~ of ansecurities operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without ~~limitation,~~ ~~the~~registration ~~continued~~under ~~negative effects of~~ the ~~coronavirus~~Securities ~~pandemic~~Act ~~on the U.S. and global economies. For more information about the risk~~ of ~~coronavirus on our business, see Item 1A “Risk Factors~~1933.”

~~We do not currently engage in any business activities~~ITEM ~~that provide revenue or cash flow~~6. ~~During~~SELECTED ~~the~~FINANCIAL next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.DATA

~~Given our limited capital resources, we may consider~~Not a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capitalApplicable. ~~Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.~~

As of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.11

~~Our management anticipates that we will likely~~ITEM ~~only be able to effect one business combination due to our limited capital~~7. ~~This~~MANAGEMENT’S ~~lack~~DISCUSSION ofAND ~~diversification~~ANALYSIS ~~will~~OF ~~likely~~FINANCIAL ~~pose~~CONDITION aAND ~~substantial risk~~RESULT inOF investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.OPERATIONS

11The Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.

~~We anticipate that the selection of a business~~Plan ~~combination will be a complex and risk-prone process. Because~~ of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.Operation

~~Based upon our current operations, we do not have~~The ~~sufficient~~Company ~~working~~has ~~capital~~no ~~to fund our~~ operations ~~over~~from ~~the next 12 months. If we are able to close~~ a ~~reverse~~continuing ~~merger,~~business itother isthan ~~likely we will need capital as a condition of closing that acquisition. Because of~~ the ~~uncertainties,~~expenditures werelated ~~cannot be certain as~~ to ~~how~~running ~~much capital we need to raise or~~ the ~~type~~Company ofand ~~securities~~has weno ~~will~~revenue ~~be required to issue. In connection with a reverse merger, we will be required to issue~~from acontinuing ~~controlling~~operations ~~block~~as of ~~our securities to~~ the ~~target’s~~date ~~shareholders~~of ~~which~~this ~~will be very dilutive~~Report.

~~Additional~~Management intends ~~issuances~~to ofexplore ~~equity~~and oridentify ~~convertible debt~~business ~~securities~~opportunities ~~will~~within ~~result~~the inU.S., ~~dilution~~including toa ~~our~~potential ~~current~~acquisition ~~shareholders.~~of ~~Further,~~an ~~such~~operating ~~securities~~entity ~~might~~through a ~~have~~reverse ~~rights~~merger, ~~preferences,~~asset purchase or ~~privileges senior~~similar totransaction. ~~our~~Our ~~Common~~Chief ~~Stock.~~Executive ~~Additional~~Officer ~~financing~~has ~~may~~experience ~~not~~in business consulting, although no assurances can be ~~available~~given ~~upon~~that ~~acceptable~~he ~~terms,~~can identify and implement a viable business strategy or atthat ~~all.~~any Ifsuch ~~adequate~~strategy ~~funds~~will ~~are~~result ~~not~~in ~~available~~profits. orOur ~~are~~ability ~~not~~to ~~available~~effectively onidentify, ~~acceptable~~develop ~~terms,~~and weimplement ~~may~~a ~~not~~viable plan for our business may be ~~able~~hindered toby ~~take~~risks ~~advantage~~and ofuncertainties which ~~prospective~~are ~~new~~beyond ~~business~~our ~~endeavors~~control, orincluding ~~opportunities~~without limitation, ~~which~~ ~~could~~the ~~significantly~~continued negative effects of the coronavirus pandemic on the U.S. and global ~~materially~~economies. ~~restrict~~For more information about the risk of coronavirus on our business, ~~operations~~see Item 1A “Risk Factors.”

We do ~~anticipate~~not ~~that~~currently weengage ~~will incur operating losses~~ in ~~the~~any ~~next~~business 12activities ~~months,~~that ~~principally~~provide ~~costs~~revenue ~~related~~or tocash ~~our~~flow. ~~being~~During ~~obligated to file reports with~~ the ~~SEC.~~next ~~Our~~12-month ~~prospects~~period ~~must~~we beanticipate ~~considered~~incurring incosts ~~light of the risks, expenses and difficulties frequently encountered by companies~~ in ~~their~~connection ~~early~~with ~~stage of development. Such risks for us include~~investigating, ~~but are not limited to~~evaluating, ~~an evolving~~ and ~~unpredictable~~negotiating ~~business~~potential ~~model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our~~ business ~~and marketing strategy~~combinations, ~~respond~~filing toSEC ~~competitive developments~~reports, and ~~attract, retain, and motivate qualified personnel. There can be no assurance that~~consummating wean ~~will~~acquisition beof ~~successful~~an inoperating ~~addressing such risks, and the failure to do so could have a material adverse effect on our~~ business ~~prospects, financial condition, and results of operations~~.

~~COVID-19~~Given our ~~Update~~limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

ToAs of the date, ~~the~~of ~~COVID-19~~this ~~pandemic~~Report, our management has not had any discussions with any representative of any other entity regarding a ~~material~~potential ~~impact~~business oncombination. Any target business that is selected may be financially unstable or in the ~~Company~~early stages of development. In such event, ~~particularly~~we ~~due~~expect to ~~our~~be ~~current~~subject ~~lack~~to ofnumerous risks inherent in the business and operations of a financially unstable or early-stage entity. In ~~The~~addition, ~~pandemic~~we may, ~~however,~~effect ~~have~~a business combination with an ~~impact~~entity onin ~~our~~an ~~ability~~industry tocharacterized by a high level of risk or in which our ~~evaluate~~management has limited experience, and, ~~acquire~~although anour ~~operating~~management ~~entity~~will ~~through~~endeavor to evaluate the risks inherent in a ~~reverse~~particular ~~merger~~target orbusiness, there ~~otherwise.~~can ~~See~~be ~~Item~~no 1Aassurance ~~“Risk~~that ~~Factors”~~we ~~for~~will ~~more~~properly ~~information~~ascertain or assess all significant risks.

~~Off~~Our management ~~Balance~~anticipates ~~Sheet~~that ~~Arrangements~~we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

AsWe anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the ~~date~~coronavirus pandemic, rapid technological advances being made in some industries and shortages of ~~this~~available ~~Report~~capital, wemanagement dobelieves ~~not~~that ~~have~~there are a number of firms seeking business opportunities at this time at discounted ~~any~~rates ~~off-balance~~with ~~sheet~~which ~~arrangements~~we will compete. We expect that ~~have~~any orpotentially ~~are~~available ~~reasonably~~business ~~likely~~combinations tomay ~~have~~appear in a ~~current~~variety of different industries or ~~future~~regions ~~effect~~and onat ~~our~~various ~~financial~~stages ~~condition~~of development, ~~changes in~~all ~~financial~~of ~~condition,~~which ~~revenues~~will orlikely ~~expenses,~~render ~~results~~the task of ~~operations,~~comparative ~~liquidity~~investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital ~~expenditures~~requirements through a combination of our existing funds and future issuances of debt or ~~capital~~equity ~~resources~~securities. ~~that~~Our working capital requirements are ~~material~~ expected to ~~investors~~increase in line with the implementation of a business plan and commencement of operations.

~~Going Concern~~12

~~The~~Based upon ~~independent~~our ~~registered~~current ~~public~~operations, ~~accounting~~we ~~firm auditors’~~do ~~report~~not ~~accompanying~~have ~~our~~sufficient ~~December~~working ~~31,~~capital ~~2020~~to ~~financial~~fund ~~statements~~our ~~contained~~operations anover ~~explanatory~~the ~~paragraph~~next ~~expressing~~12 ~~substantial doubt~~months. ~~about~~If ~~our~~we ~~ability~~are able to ~~continue~~close a reverse merger, it is likely we will need capital as a ~~going~~condition ~~concern~~of closing that acquisition. ~~The~~Because ~~financial~~of ~~statements~~the ~~have~~uncertainties, we ~~been~~cannot ~~prepared~~be ~~“assuming~~certain ~~that~~as to how much capital we need to raise or the type of securities we will ~~continue as~~be arequired ~~going~~to ~~concern,”~~issue. ~~which~~In ~~contemplates~~connection ~~that~~with a reverse merger, we will ~~realize~~be ~~our~~required ~~assets~~to ~~and~~issue ~~satisfy~~a ~~our~~controlling ~~liabilities~~block ~~and~~of ~~commitments~~our insecurities to the ~~ordinary course~~target’s ofshareholders ~~business~~which will be very dilutive.

~~ITEM~~Additional issuances 7Aof equity or convertible debt securities will result in dilution to our current shareholders. ~~QUANTITATIVE~~Further, ~~AND~~such ~~QUALITATIVE~~securities ~~DISCLOSURES~~might have ~~ABOUT~~rights, ~~MARKET~~preferences, ~~RISK~~or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~Not~~We anticipate ~~applicable~~that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

12COVID-19 Update

~~ESP~~To date, ~~RESOURCES~~the COVID-19 pandemic has not had a material impact on the Company, ~~INC~~particularly due to our current lack of operations. The pandemic may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item 1A “Risk Factors” for more information.

~~December~~Off Balance ~~31,~~Sheet ~~2020, and 2019~~Arrangements

		Page
Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations and Comprehensive Loss		F-4
Statements of Changes in Stockholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

~~F-1~~Going Concern

~~Report~~The ofindependent ~~Independent~~registered ~~Registered~~public ~~Public~~accounting ~~Accounting~~firm ~~Firm~~auditors’ report accompanying our December 31, 2021 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

ToITEM ~~the~~7A. ~~shareholders~~QUANTITATIVE ~~and~~AND ~~the~~QUALITATIVE ~~board~~DISCLOSURES ofABOUT ~~directors~~MARKET ~~of ESP Resources, Inc.~~RISK

~~Opinion~~Not ~~on the Financial Statements~~applicable.

We have audited the accompanying balance sheet of ESP Resources, Inc. (the “Company”) as of December 31, 2020, the related statement of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.13

~~Substantial~~ESP ~~Doubt~~RESOURCES, ~~about the Company’s Ability to Continue as a Going Concern~~INC.

~~The~~December ~~accompanying~~31, ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~2021, ~~the~~and Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.2020

Basis for Opinion

		Page
Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations and Comprehensive Loss		F-4
Statements of Changes in Stockholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.F-1

WeReport ~~conducted our audit in accordance with the standards~~ of ~~the~~Independent ~~PCAOB.~~Registered ~~Those~~Public ~~standards~~Accounting require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Firm

~~Our audit~~To ~~included performing procedures to assess~~ the ~~risks~~shareholders ~~of material misstatement of the financial statements, whether due to error or fraud,~~ and ~~performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding~~ the ~~amounts~~board ~~and~~of ~~disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant~~directors ~~estimates~~of ~~made~~ESP ~~by management~~Resources, ~~as well as evaluating the overall presentation of the financial statements~~Inc. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~/s BF~~Opinion ~~Borgers~~on ~~CPA~~the PCFinancial Statements

BFWe have audited the accompanying balance sheets ~~Borgers~~of ~~CPA~~ESP PCResources, Inc. as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~We have~~Substantial ~~served~~Doubt asabout the Company’s Ability ~~auditor~~to ~~since~~Continue ~~2021~~as a Going Concern

~~Lakewood~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has COsuffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~July 29,~~Basis ~~2021~~for Opinion

~~F-2~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~ESP~~We ~~RESOURCES~~conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~INC~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Balance~~Our ~~Sheet~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

	December 31,
	2020
Assets
Total assets	$	-
Liabilities and Stockholders’ Deficit
Current Liabilities
Due to related parties	$	9,546
Total current liabilities		9,546
Total liabilities		9,546
Stockholders’ Deficit
Preferred stock - $0.001 par value, 10,000,000 shares authorized, none outstanding		-
Common Stock - $0.001 par value, 350,000,000 shares authorized, 237,830,249 shares issued and outstanding as of December 31, 2020 and 2019		237,831
Additional paid in capital		26,620,553
Accumulated deficit		(26,867,930	)
Total stockholders’ deficit		(9,546	)
Total liabilities and stockholders’ deficit	$	-

/S/ BF Borgers CPA PC

~~The~~BF ~~accompanying~~Borgers ~~notes~~CPA ~~are an integral part of these financial statements~~PC

~~F-3~~We have served as the Company’s auditor since 2021

~~ESP RESOURCES~~Lakewood, ~~INC.~~CO

~~Statements~~March ~~of Operations~~3, 2022

	Year ended
	December 31,
	2020
Revenue
Total revenue, net	$	-
Operating expenses
General and administrative expenses		9,546
Total operating expenses		9,546
Loss from Operations		(9,546	)
Other income (expenses)
Total other income (expenses), net		-
Loss from operations before income taxes		(9,546	)
Income tax expense		-
Net Loss	$	(9,546	)
Earnings per share
Basic and diluted	$	-
Weighted average number of ordinary shares
Basic and diluted		237,830,249

5041

~~The accompanying notes are an integral part of these financial statements~~F-2

~~F-4~~ESP RESOURCES, INC.

~~ESP RESOURCES, INC.~~Balance Sheets

Statement of Changes in Shareholders’ Deficit


	December 31,			December 31,
	2021			2020
Assets
Total assets	$	-		$	-

Liabilities and Stockholders’ Deficit
Current Liabilities
Due to related parties		-			9,546
Total current liabilities		-			9,546

Total liabilities		-			9,546

Stockholders’ Deficit
Common Stock - $0.001 par value, 350,000,000 shares authorized; 237,830,249 shares and outstanding as of December 31, 2021 and December 31, 2020, respectively		237,831			237,831
Additional paid in capital		26,632,273			26,620,553
Accumulated deficit		(26,870,104	)		(26,867,930	)
Total stockholders’ deficit		-			(9,546	)

Total liabilities and stockholders’ deficit	$	-		$	-

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, January 1, 2020		237,830,249	$	237,831	$	26,620,553	$	(26,858,384	)	$	-
Net loss		-		-		-		(9,546	)		(9,546	)
Balance, December 31, 2020		237,830,249	$	237,831	$	26,620,553	$	(26,867,930	)	$	(9,546	)

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~F-3

~~F-5~~ESP RESOURCES, INC.

~~ESP~~Statements of ~~RESOURCES, INC.~~Operations

Statement of Cash Flows


	Year Ended
	December 31,
	2021			2020
Revenue
Total revenue, net	$	-		$	-

Operating expenses
General and administrative expenses		2,174			-
Total operating expenses		2,174			-

Loss from Operations		(2,174	)		-

Other income (expenses)
Total other income (expenses), net		-			-

Loss from operations before income taxes		(2,174	)		-
Income tax expense		-			-
Net Loss	$	(2,174	)	$	-

Weighted average number of ordinary shares
Basic and diluted		237,830,249			237,830,249

Earnings per share
Basic and diluted	$	-		$	-

	Year Ended
	December 31,
	2020
Cash Flows From Operating Activities
Net loss	$	(9,546	)
Changes in operating assets and liabilities		-
Net cash provided by (used in) operating activities		(9,546	)
Cash Flows From Investing Activities
Net cash provided by (used in) investing activities		-
		-
Cash Flows From Financing Activities
Proceeds from related party loans		9,546
Net cash provided by (used in) financing activities		9,546
Net change in cash		-
Cash , beginning of year		-
Cash, end of year	$	-
Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-
Cash paid for interest expense	$	-

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~F-4

~~F-6~~ESP RESOURCES, INC.

~~ESP~~Statements of ~~RESOURCES,~~Changes ~~INC.~~in Shareholders’ Deficit

NOTES TO FINANCIAL STATEMENTS


					Additional
	Common Stock				paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, January 1, 2021		237,830,249	$	237,831	$	26,620,553	$	(26,867,930	)	$	(9,546	)

Net loss		-		-				(2,174	)		(2,174	)

Forgiveness of debt by related party						11,720					11,720

Balance, December 31, 2021		237,830,249	$	237,831	$	26,632,273	$	(26,870,104	)	$	-

~~NOTE~~The accompanying 1notes –are ~~ORGANIZATION~~an ~~AND~~integral ~~DESCRIPTION~~part OFof ~~BUSINESS~~these financial statements

~~This annual report contains forward~~F-looking statements as that term is defined under applicable securities laws. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause the Company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.5

~~Although we believe that the expectations reflected~~ESP ~~in the forward-looking statements are reasonable~~RESOURCES, ~~we cannot guarantee future results, levels of activity, performance or achievements~~INC. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (USD) and are prepared in accordance with United States generally accepted accounting principles (GAAP).

~~Any reference herein to “ESP Resources,”~~Statements ~~the~~of ~~“Company,”~~Cash ~~“we,” “our” or “us” is intended to mean ESP Resources, Inc., a Nevada corporation, including our subsidiaries unless otherwise indicated.~~Flows

Corporate History


	Year Ended
	December 31,
	2021			2020
Cash Flows From Operating Activities
Net loss	$	(2,174	)	$	-
Adjustments to reconcile net income to net cash provided by operating activities:
Net cash used in operating activities		(2,174	)		-

Cash Flows From Investing Activities
Net cash used in investing activities		-			-

Cash Flows From Financing Activities
Related party loans		2,174
Net cash provided by financing activities		2,174			-

Net change in cash		-			-
Cash , beginning of year		-			-
Cash, end of year	$	-		$	-

Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-		$	-
Cash paid for interest expense	$	-		$	-

Supplemental disclosure of non-cash investing and financing activity
Forgiveness of debt by related party	$	11,720		$	-

~~ESP~~The ~~Resources,~~accompanying ~~Inc.~~notes ~~(“ESP~~are ~~Resources”~~an ~~the~~integral ~~“Company”)~~part ~~was incorporated in the State~~ of ~~Nevada~~these onfinancial ~~October 27, 2004.~~statements

On March 10, 2016, ESP Resources, Inc. (the “Company” and/or the “Debtor”) filed a voluntary petition (the “Voluntary Petition”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) Case No. 16F-60021-H2-11 seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). The Company’s bankruptcy case is being jointly administered with that of ESP Petrochemicals, Inc. under Case No. 16-60020-H2-11. 6

OnESP ~~January 7~~RESOURCES, ~~2021, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-825339-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of (the “Company”)~~INC. ~~David Lazar is the managing director of Custodian.~~

OnNOTES ~~January~~TO 7,FINANCIAL ~~2021, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.~~STATEMENTS

~~The~~NOTE ~~Company’s~~1 ~~year-end~~– isORGANIZATION ~~December~~AND ~~31.~~DESCRIPTION OF BUSINESS

FThis annual report contains forward-7looking statements as that term is defined under applicable securities laws. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause the Company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~ESP~~Although we ~~RESOURCES~~believe that the expectations reflected in the forward-looking statements are reasonable, ~~INC~~we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (USD) and are prepared in accordance with United States generally accepted accounting principles (GAAP).

~~NOTES~~Any reference TOherein ~~FINANCIAL~~to ~~STATEMENTS~~“ESP Resources,” the “Company,” “we,” “our” or “us” is intended to mean ESP Resources, Inc., a Nevada corporation, including our subsidiaries unless otherwise indicated.

~~NOTE 2 – SUMMARY OF SIGNIFICANT~~Corporate ~~ACCOUNTING POLICIES~~History

~~Basis~~ESP Resources, Inc. (“ESP Resources” the “Company”) was incorporated in the State of ~~Presentation~~Nevada on October 27, 2004.

~~The~~On March ~~accompanying~~10, ~~financial~~2016, ~~statements~~ESP ~~have~~Resources, ~~been prepared~~Inc. in(the ~~accordance~~“Company” ~~with~~and/or the ~~Financial Accounting Standards Board (~~“~~FASB~~Debtor”) ~~“FASB~~filed ~~Accounting~~a ~~Standard~~voluntary ~~Codification™”~~ petition (the “~~Codification~~Voluntary Petition”) ~~which~~in is the ~~source~~United ofStates ~~authoritative~~Bankruptcy ~~accounting~~Court ~~principles~~for ~~recognized~~the bySouthern District of Texas (the ~~FASB~~“Bankruptcy toCourt”) beCase ~~applied~~No. by16-60021-H2-11 ~~nongovernmental~~seeking ~~entities~~relief inunder the ~~preparation~~provisions of ~~financial~~Chapter ~~statements~~11 inof ~~conformity~~the ~~with~~United ~~generally~~States ~~accepted~~Bankruptcy ~~accounting~~Code ~~principles~~ (the “~~GAAP~~Bankruptcy Code”). inThe ~~the~~Company’s ~~United~~bankruptcy ~~States~~case is being jointly administered with that of ESP Petrochemicals, Inc. under Case No. 16-60020-H2-11.

~~Use~~On January 7, 2021, as a result of ~~estimates~~a custodianship in Clark County, Nevada, Case Number: A-20-825339-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of (the “Company”). David Lazar is the managing director of Custodian.

~~The preparation of financial~~On ~~statements~~January in7, ~~conformity~~2021, ~~with~~Custodian ~~U.S.~~appointed ~~GAAP~~David ~~requires~~Lazar ~~management~~as tothe ~~make~~Company’s ~~estimates~~Chief ~~and~~Executive ~~assumptions~~Officer, ~~that~~President, ~~affect~~Secretary, ~~the~~Chief ~~reported amounts of assets~~Financial ~~and liabilities~~Officer, ~~disclosure~~Chief ofExecutive ~~contingent~~Officer ~~assets~~ and ~~liabilities~~Chairman ~~at the date~~ of the ~~financial~~Board ~~statements, and the reported amounts~~ of ~~revenue~~ ~~and expenses during the reporting period~~Directors. ~~Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.~~

~~Cash~~The Company’s ~~and~~year-end ~~cash~~is ~~equivalents~~December 31.

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.F-7

~~Income~~ESP RESOURCES, ~~taxes~~ INC.

~~The Company accounts for income taxes under FASB~~NOTES ~~ASC~~TO ~~740, “Accounting~~FINANCIAL for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. STATEMENTS

~~The amount recognized is measured as the largest~~NOTE ~~amount~~2 of– ~~benefit~~SUMMARY ~~that~~OF isSIGNIFICANT ~~greater~~ACCOUNTING than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.POLICIES

~~Net~~Basis of ~~Loss per Share~~Presentation

~~Net loss per common share is computed by dividing~~The ~~net~~accompanying ~~loss~~financial bystatements ~~the~~have ~~weighted~~been ~~average~~prepared ~~common~~in ~~shares~~accordance ~~outstanding~~with ~~during~~ the ~~period as defined by~~ Financial Accounting Standards, ~~ASC~~Board ~~Topic 260,~~(“FASB”) “~~Earnings~~FASB ~~per~~Accounting ~~Share.~~Standard Codification™” ~~Basic earnings per common share~~ (the “~~EPS~~Codification”) ~~calculations~~which ~~are~~is ~~determined by dividing net income by~~ the ~~weighted~~source ~~average number~~ of ~~shares~~authoritative accounting ofprinciples ~~common~~recognized ~~stock~~by ~~outstanding during~~ the ~~year.~~FASB ~~Diluted~~to ~~earnings~~be ~~per~~applied ~~common~~by ~~share~~nongovernmental ~~calculations~~entities ~~are determined~~in bythe ~~dividing~~preparation ~~net~~of ~~income~~financial bystatements ~~the~~in conformity ~~weighted~~with ~~average~~generally ~~number~~accepted ofaccounting ~~common~~principles ~~shares~~(“GAAP”) ~~and~~in ~~dilutive~~the ~~common~~United ~~share equivalents outstanding~~States.

~~Recent~~Use of ~~Accounting Pronouncements~~estimates

~~There~~The preparation ~~are~~of nofinancial ~~recent~~statements ~~accounting~~in ~~pronouncements~~ conformity with U.S. GAAP requires management to make estimates and assumptions that ~~impact~~affect the reported ~~Company’s~~amounts ~~operations~~of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

~~F-8~~Cash and cash equivalents

~~ESP~~Cash and ~~RESOURCES~~cash equivalents consist of cash on hand, ~~INC~~cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.

~~NOTES TO FINANCIAL STATEMENTS~~Income taxes

~~NOTE~~The Company 3accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, ~~GOING~~“Accounting ~~CONCERN~~for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

~~As of December 31, 2020,~~The ~~the~~amount ~~Company~~recognized ~~had~~is ~~$-0-~~measured inas ~~cash and cash equivalents. The Company has net loss of $9,546 for~~ the ~~year~~largest ~~ended~~amount ~~December 31, 2020 and has negative working capital~~ of ~~$9,546~~benefit ~~and~~that ~~accumulated~~is ~~deficit~~greater ofthan ~~$26,867,930~~50 atpercent ~~December~~likely ~~31, 2020. The Company’s principal sources~~ of ~~liquidity have~~being ~~been~~realized ~~cash~~upon ~~provided by operating activities, as well as financial support from related parties~~ultimate settlement. The Company’s ~~operating~~assesses ~~results for~~the ~~future~~validity ~~periods~~of ~~are~~its ~~subject~~conclusions toregarding ~~numerous uncertainties and it is~~ uncertain iftax ~~the~~positions ~~Company~~quarterly ~~will be able~~ to ~~maintain~~determine ~~profitability~~if ~~and continue~~facts ~~growth for the foreseeable future. If management is not able to increase revenue and/~~or ~~manage operating expenses in line with~~ ~~revenue~~circumstances ~~forecasts,~~have ~~the~~arisen ~~Company~~that ~~may~~might ~~not~~cause beit ~~able~~ to ~~maintain~~change ~~profitability.~~its ~~These~~judgment ~~factors~~regarding ~~raise~~the ~~substantial~~likelihood ~~doubt~~of ~~about~~a ~~the~~tax ~~Company~~position’s sustainability ~~ability~~under ~~to continue as a going concern~~audit.

~~The Company will focus~~Net onLoss ~~improving~~per operation efficiency and cost reduction, developing core cash-generating business, and enhancing marketing function. Actions include developing more customers, as well as creating synergy using the Company’s resources.Share

~~The Company believes~~Net ~~that~~loss ~~available~~per ~~cash~~common ~~and~~share ~~cash~~is ~~equivalents,~~computed ~~the cash provided~~ by ~~operating~~dividing ~~activities,~~net ~~together~~loss ~~with~~by ~~actions as developing more customers and create synergy of~~ the ~~Company’s~~weighted ~~resources,~~average ~~should~~common ~~enable~~shares ~~the~~outstanding ~~Company~~during ~~to meet presently anticipated cash needs for at least~~ the ~~next~~ 12period ~~months~~as ~~after the date that the financial statements are issued and the Company has prepared the financial statements on a going~~defined ~~concern~~by ~~basis.~~Financial IfAccounting ~~the Company encounters unforeseen circumstances that place constraints on its capital resources~~Standards, ~~management~~ASC ~~will~~Topic ~~be required to take various measures to conserve liquidity~~260, ~~which~~“Earnings ~~could~~per ~~include,~~Share.” ~~but~~Basic ~~not~~earnings ~~necessarily~~per becommon ~~limited~~share ~~to, obtaining financial support~~(“EPS”) ~~from~~calculations ~~related~~are ~~parties~~determined ~~and~~by ~~controlling~~dividing ~~overhead~~net ~~expenses.~~income ~~Management~~by ~~cannot provide any assurance that~~ the ~~Company’s~~weighted ~~efforts~~average ~~will be~~number ~~successful.~~of ~~The~~shares ~~financial~~of ~~statements~~common dostock ~~not~~outstanding ~~include~~during ~~any~~the ~~adjustments~~year. Diluted toearnings ~~reflect~~per ~~the~~common ~~possible~~share ~~future~~calculations ~~effects~~are ondetermined ~~the~~by ~~recoverability~~dividing ~~and classification~~net ofincome ~~assets~~by or the ~~amounts~~weighted ~~and~~average ~~classification~~number of ~~liabilities~~common ~~that~~shares and ~~may~~dilutive ~~result~~common ~~from~~share ~~the~~equivalents ~~outcome of these uncertainties~~outstanding.

~~NOTE~~Recent Accounting ~~4 – EQUITY~~Pronouncements

~~Common~~There are ~~Stock~~no recent accounting pronouncements that impact the Company’s operations.

~~The Company has authorized 350,000,000 shares of $0.001 par value, common stock. As of December 31, 2020, there were 237,830,249 shares of Common Stock issued and outstanding.~~F-8

~~F-9~~ ESP RESOURCES, INC.

~~ESP~~NOTES TO ~~RESOURCES,~~FINANCIAL ~~INC.~~STATEMENTS

~~NOTES~~NOTE 3 TO– ~~FINANCIAL~~GOING ~~STATEMENTS~~CONCERN

~~NOTE~~As of 5–December ~~RELATED~~31, ~~PARTY~~2021, ~~NOTES~~the ~~PAYABLE~~Company had $-0- in cash and cash equivalents. The Company has net loss of $2,174 for the year ended December 31, 2021 and has an accumulated deficit of $26,870,104 at December 31, 2021. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as financial support from related parties. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to maintain profitability and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the Company may not be able to maintain profitability. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~All of the~~ The Company’s ~~financing~~will ~~has~~focus ~~come from~~on ~~its~~improving ~~Court~~operation ~~appointed~~efficiency ~~custodian,~~and ~~Custodian~~cost ~~Ventures~~reduction, ~~LLC.~~developing Ascore ofcash-generating ~~December 31~~business, ~~2020~~and ~~the~~enhancing ~~Company’s~~marketing function. ~~court~~Actions ~~appointed~~include ~~custodian,~~developing ~~Custodian Ventures~~more ~~had~~customers, ~~loaned~~as ~~the~~well ~~Company~~as ~~$9,546~~creating onsynergy anusing ~~interest~~the ~~free~~Company’s ~~basis~~resources.

~~NOTE~~The Company 6believes –that ~~COMMITMENTS~~available ~~AND~~cash ~~CONTINGENCIES~~and cash equivalents, the cash provided by operating activities, together with actions as developing more customers and create synergy of the Company’s resources, should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued and the Company has prepared the financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, obtaining financial support from related parties and controlling overhead expenses. Management cannot provide any assurance that the Company’s efforts will be successful. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

~~The Company did not have~~NOTE ~~any~~4 ~~contractual~~– ~~commitments as of December 31, 2020.~~EQUITY

~~NOTE~~Common ~~7– SUBSEQUENT EVENTS~~Stock

InThe ~~accordance~~Company ~~with SFAS 165 (ASC 855-10) management~~ has ~~performed~~authorized an350,000,000 ~~evaluation~~shares of ~~subsequent~~$0.001 ~~events~~par ~~through~~value, ~~the~~common ~~date~~stock. ~~that~~As ~~the~~of ~~financial statements~~December ~~were~~31, ~~available~~2021 ~~to be issued~~ and ~~has~~December ~~determined~~31, ~~that~~2020, itthere ~~does~~were 237,830,249 ~~not~~shares ~~have~~of ~~any~~Common ~~material~~Stock ~~subsequent~~issued ~~events~~and ~~to disclose in these financial statements except as follows:~~outstanding.

OnNOTE ~~July~~5 2,– ~~2021~~RELATED ~~the~~PARTY ~~Company’s~~NOTES Board of Directors designated a class of 10,000,000 shares of Series A Preferred stock was a par value of $0.001. On July 16, 2021 the Board of Directors hereby approves issuing to Custodian Ventures LLC, a Wyoming limited-liability company,10,000,000 shares of Series A Preferred Stock in the Corporation for par value, as repayment of funds loaned to the Company by Custodian Ventures, LLC, and for services performed. As of June 30, 2021 the loans amounted to $9,620.PAYABLE

~~The~~All ~~holders~~ of the Series A Preferred Stock, shall have conversion rights as follows (the “Conversion Rights”), the holder of issued and outstanding shares of Series A Preferred Stock shall be entitled to convert the Series A Preferred Stock, at the option of the holder(Company’s) ~~thereof,~~previous atfinancing ~~any~~has ~~time~~come ~~after~~from ~~the~~its ~~date~~Court ofappointed ~~issuance of such shares~~Custodian, atCustodian ~~the office of the Corporation or any transfer agent for such stock~~Ventures, ~~into~~LLC. ~~such~~As ~~number~~ of ~~fully~~December ~~paid and nonassessable shares of Common Stock that are equal to ninety percent (90%)~~31, ~~post~~2020 ~~conversion, of~~ the ~~total~~Company’s ~~number~~court ofappointed ~~issued and outstanding shares of Common Stock of the Corporation~~custodian, ifCustodian ~~all~~Ventures ~~Series~~had Aloaned ~~Preferred Stock are converted (~~the ~~“Conversion~~Company ~~Shares”)~~$9,546 ~~with~~on ~~each~~an ~~share~~interest offree ~~Series~~basis. AThis ~~Preferred Stock so converted to be converted into the~~amount ~~number~~was offorgiven ~~common~~when ~~shares~~Mr. ~~equal~~Lazar tosold ~~the~~his ~~Conversion~~controlling ~~Shares~~interest ~~multiplied~~in by the ~~quotient~~Company. ofAs ~~the number~~ of ~~the~~December ~~shares~~31, of2021 ~~Series~~there Awere ~~Preferred~~no ~~Stock converted~~related byparty anotes ~~holder divided by the number of all Series A Preferred Stock issued and outstanding~~payable.

~~Based~~NOTE on6 ~~the~~– ~~conversion~~COMMITMENTS ~~formula~~AND ~~described above, each share of Series A Preferred Stock is convertible into 214.05 shares of common stock as of July 16, 2021~~ CONTINGENCIES

~~F-10~~The Company did not have any contractual commitments as of December 31, 2021.

~~ITEM~~NOTE 7 9.– ~~CHANGES~~SUBSEQUENT ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~EVENTS

~~Not~~In accordance ~~applicable~~with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements except as follows:

~~ITEM 9A. CONTROLS AND PROCEDURES~~F-9

~~Evaluation~~ITEM 9. ofCHANGES ~~Disclosure~~IN ~~Controls~~AND ~~and~~DISAGREEMENTS ~~Procedures.~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Our management is responsible for establishing~~Not and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.applicable

~~Management’s Report on Internal Control~~ITEM ~~over~~9A. ~~Financial~~CONTROLS ~~Reporting.~~AND PROCEDURES

~~Our management is responsible for establishing~~Evaluation and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of ~~financial~~Disclosure ~~reporting and~~Controls ~~the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies~~ and ~~procedures that:~~Procedures.

●Our management ~~pertain~~is toresponsible ~~the~~for ~~maintenance~~establishing and maintaining a system of ~~records~~“disclosure ~~that,~~controls inand ~~reasonable~~procedures” ~~detail,~~(as ~~accurately~~defined in Rule 13a-15(e) and ~~fairly~~15d-15(e) ~~reflect~~under the ~~transactions~~Exchange ~~and~~Act) ~~dispositions~~that ofis ~~our~~designed ~~assets;~~to ●ensure ~~provide~~that ~~reasonable~~information ~~assurance~~required to be disclosed by us in the reports that ~~transactions~~we ~~are~~file or submit under the Exchange Act is recorded, asprocessed, ~~necessary~~summarized, toand ~~permit~~reported, ~~preparation~~within ofthe ~~financial~~time ~~statements~~periods specified in ~~accordance~~the ~~with~~Commission’s ~~generally~~rules ~~accepted~~and ~~accounting~~forms. ~~principles~~Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~our~~information ~~receipts~~required ~~and~~to ~~expenditures~~be ~~are~~disclosed ~~being~~by ~~made~~an ~~only~~issuer in ~~accordance~~the ~~with~~reports ~~authorizations~~that ofit ~~our~~files ~~management~~or ~~and~~submits ~~directors;~~under the Exchange Act is accumulated and ●communicated ~~provide~~to ~~reasonable~~the ~~assurance~~issuer’s ~~regarding~~management, ~~prevention~~including orits ~~timely~~principal ~~detection~~executive ofofficer ~~unauthorized~~or ~~acquisition,~~officers ~~use~~and principal financial officer or ~~disposition~~officers, ofor ~~our~~persons ~~assets~~performing ~~that~~similar ~~could~~functions, ~~have~~as aappropriate ~~material~~to ~~effect~~allow ontimely ~~the~~decisions ~~financial~~regarding ~~statements~~required disclosure.

~~Because~~Management’s Report ofon ~~its~~Internal ~~inherent~~Control ~~limitations, internal control~~ over ~~financial~~Financial ~~reporting may not prevent or detect misstatements~~Reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our management ~~assessed~~is ~~the~~responsible ~~effectiveness~~for ofestablishing ~~our~~ and maintaining adequate internal control over financial reporting ~~based~~as ondefined ~~the~~in ~~parameters~~Rules ~~set forth above~~ 13a-15(f) and ~~has~~15d-15(f) ~~concluded~~under ~~that~~the asExchange ofAct. ~~December~~Our ~~31, 2020, our~~ internal control over financial reporting ~~was~~is ~~not~~designed ~~effective~~ to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with ~~U.S.~~ generally accepted accounting principles. ~~as a~~Our ~~result~~internal ofcontrol ~~the~~over ~~following~~financial ~~material~~reporting ~~weaknesses~~includes those policies and procedures that:

● ~~The~~pertain ~~Company~~to ~~does~~the ~~not~~maintenance ~~have~~of ~~sufficient~~records ~~segregation~~that, ofin ~~duties~~reasonable ~~within~~detail, ~~accounting~~accurately ~~functions~~and ~~due~~fairly toreflect ~~only~~the ~~having~~transactions ~~one~~and ~~officer~~dispositions ~~and~~of ~~limited~~our ~~resources.~~assets; ● ~~The~~provide ~~Company~~reasonable ~~does~~assurance ~~not~~that ~~have~~transactions anare ~~independent~~recorded ~~board~~as necessary to permit preparation of ~~directors~~financial orstatements anin ~~audit~~accordance ~~committee.~~with ●generally ~~The~~accepted ~~Company~~accounting ~~does~~principles, ~~not~~and ~~have~~that ~~written~~our ~~documentation~~receipts and expenditures are being made only in accordance with authorizations of our ~~internal~~management ~~control~~and ~~policies~~directors; and ~~procedures.~~ ● ~~All~~provide reasonable assurance regarding prevention or timely detection of ~~the~~unauthorized ~~Company’s~~acquisition, ~~financial~~use ~~reporting~~or isdisposition ~~carried~~of ~~out~~our byassets that could have a material effect on the financial ~~consultant~~statements.

WeBecause of ~~plan~~its toinherent ~~rectify~~limitations, ~~these~~internal ~~weaknesses~~control byover ~~implementing an~~financial ~~independent~~reporting ~~board~~may ofnot ~~directors~~prevent or detect misstatements. Also, ~~establishing~~projections ~~written~~of any ~~policies~~evaluation ~~and~~of ~~procedures~~effectiveness ~~for~~to ~~our~~future ~~internal~~periods ~~control~~are ofsubject ~~financial~~to ~~reporting,~~the ~~and~~risk ~~hiring additional~~that ~~accounting~~controls ~~personnel~~may atbecome ~~such~~inadequate ~~time~~because asof wechanges ~~complete~~in aconditions, or ~~reverse~~that ~~merger~~the degree of compliance with policies or ~~similar~~procedures ~~business~~may ~~acquisition~~deteriorate.

~~Changes~~Our management inassessed ~~Internal~~the ~~Control~~effectiveness of our internal control over ~~Financial~~financial reporting based on the parameters set forth above and has ~~Reporting~~concluded that as of December 31, 2021, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

~~There~~● The Company does not have ~~been~~sufficient nosegregation ~~change~~of induties ~~our~~within ~~internal~~accounting ~~control over~~functions ~~financial~~due ~~reporting~~to ~~during~~only ~~the~~having ~~year~~one ~~December~~officer ~~31,~~and ~~2020~~limited ~~that~~resources. ~~has~~● ~~materially~~The ~~affected,~~Company does not have an independent board of directors or isan ~~reasonably~~audit ~~likely~~committee. to● ~~materially~~The ~~affect,~~ Company does not have written documentation of our internal control ~~over~~policies and procedures. ● All of the Company’s financial reporting is carried out by a financial consultant.

~~ITEM~~We plan ~~9B.~~to ~~OTHER~~rectify ~~INFORMATION~~these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

~~None.~~14

13Changes in Internal Control over Financial Reporting.

~~PART~~There have ~~III~~been no change in our internal control over financial reporting during the year December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 10 9B. ~~DIRECTORS,~~OTHER ~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~INFORMATION.

~~The following table sets forth the names and positions of our executive officers and directors~~None. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

Name		Age		Positions
David Lazar		31		Director, Chief Executive Officer, Treasurer, and Secretary

~~David Lazar, 31, has been CEO and Chairman of~~PART the Company since January 7, 2021. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.III

MARKET			FROM		TO
NAME OF ISSUER	TRADED ON	POSITION(S) HELD	MM	YYYY	MM	YYYY
Rarus Technologies, Inc. (RARS)	OTCBB	CEO, Director	01	2018	05	2018
DRS, Inc. (DRSX)		CEO, Director	07	2018	11	2018
Energenx, Inc. (EENX)	OTC	CEO	03	2018	07	2018
Melt, Inc. (MLTC)	OTC	Director	10	2018	03	2019
Nevtah Capital Management Corporation (NTAH)	OTC – US	President, Chief Executive Officer & Secretary	03	2019	05	2020
Mediashift, Inc. (MSHFQ)	OTC	Chairman, President, CEO, CFO & Secretary	03	2019	09	2019
Sollensys Corp. (SOLS)	OTC Market	President, CEO, Secretary & Director	12	2019	08	2020
Foru Holdings, Inc (FORU)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	Current
Superbox, Inc (SBOX)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	Current
Petrone Worldwide, Inc (PFWIQ)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	Current
Gushen, Inc (GSHN)	OTC – US	Chairman, President, CEO, CFO & Secretary	03	2020	12	2020
Reliance Global Group Inc. (RELI)	OTC	Director	03	2020	Current
GHAR, Inc. (GHAR)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	Current
PhoneBrasil (PHBR)	OTC Markets	Chairman, President, CEO, CFO & Secretary	08	2020	12	2020
XXStream Entertainment, Inc.	OTC Markets	Chairman, President, CEO, CFO & Secretary	07	2020	12	2020
Adorbs Inc.	N/A	Chairman, President, CEO, CFO & Secretary	07	2020	Current
China Botanic Pharmaceutical, Inc(CBPI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	02	2021	Current
C2E Energy Inc. (OOGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	02	2021	06	2021
Finotec (FTGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	01	2021
3D Makerjet Inc. (MRJT)	OTC Markets	Chairman, President, CEO, CFO & Secretary	07	2020	03	2021

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~David~~The following ~~Lazar~~table ~~was~~sets ~~also~~forth the ~~sole~~names ~~officer~~ and ~~director~~ positions of ~~Shentang~~our ~~International,~~executive ~~Inc.~~officers ~~(“Shentang”),~~and ~~which is a blank check company~~directors. OnDirectors ~~April~~will ~~29,~~be ~~2020,~~elected ~~Plentiful~~at ~~Limited,~~our aannual ~~Samoan~~meeting ~~company, purchased 10,000,000 shares~~ of ~~Shentang’s~~stockholders ~~preferred~~and ~~stock,~~serve ~~par~~for ~~value~~one ~~$0.001~~year ~~per~~or ~~share,~~until ~~representing~~their ~~98%~~successors ofare ~~the~~elected ~~voting~~and ~~stock, from Custodian Ventures for $225,000~~qualify. ~~This~~Officers ~~concluded~~are ~~Mr.~~elected ~~Lazar’s~~by ~~association~~the ~~with~~Board ~~Shentang.~~and Atheir terms ~~business~~of ~~combination~~office ~~has~~are, ~~yet~~except to ~~occur. Shentang~~the ~~has~~extent ~~not~~governed ~~registered~~by ~~any~~employment ~~offerings~~contract, ~~under~~at the ~~Securities~~discretion ~~Act~~of the Board.

David Lazar was also the sole officer and director of Guozi Zhongyu Capital Holdings (formerly Melt Inc.) (“Guozi”), which was a blank check company. On February 27, 2019, Zhicheng RAO, purchased 2,185,710,000 shares of Guozi’s common stock, par value $0.00001 per share, from Custodian Ventures for $325,000, representing 99% of the voting stock. This concluded Mr. Lazar’s association with Guozi. Guozi has not registered any offerings under the Securities Act.Directors

14Zhuang 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. since 2004, Shenzhen Jinshuihe Green Food Management Co., Ltd. since 2018, and as a director of Chuang’s Foundation Limited since 2021. 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.

~~David~~Zhuang Ze ~~Lazar~~Qiang, ~~was~~51, ~~also~~is the ~~sole~~managing ~~officer and~~ director of ~~Cang~~Asia ~~Bao~~Gem ~~Tian~~International ~~Xia~~Trading ~~International~~Limited ~~Art~~since ~~Trade~~2018 ~~Center~~and ~~Inc.~~CNWeb ~~(formerly~~Culture ~~Zhongchai~~Media ~~Machinery~~Co., ~~Inc~~Limited since 2019.) He was the marketing manager for Xiandu 100 Century Supply Chain (~~“Cang”~~Shenzhen) Co., ~~which~~Ltd.from is2014 ato ~~blank~~2018. ~~check company~~Mr. OnZhuang ~~December~~was ~~16,~~selected to ~~2018,~~serve ~~Xingtao~~as ~~Zhou~~a ~~and~~director ~~Yaqin~~due Futo ~~purchased~~his ~~3,096,200~~broad ~~shares~~experience ofspanning ~~common~~different ~~stock~~industries and 10sectors,~~000~~ including marketing,~~000~~ ~~shares~~food, ~~(the~~cosmetics ~~“Shares”)~~and ofhealth ~~preferred~~products. ~~stock~~Neither he nor his affiliates have, ~~each~~within ~~par~~the ~~value~~past ~~$0.001~~five ~~per~~years, ~~share~~filed any bankruptcy petition, ~~representing~~been ~~approximately~~convicted ~~99%~~in or been the subject of any pending criminal proceedings, nor or is any such person the ~~voting~~subject ~~capital~~of any order, ~~from~~judgment ~~Custodian~~or ~~Ventures~~decree ~~for~~involving ~~$375,000.~~the ~~This~~violation ~~concluded~~of any state or federal securities laws. Mr. ~~Lazar’s~~Zhuang ~~association~~does not anticipate taking cash compensation from the Company in connection with ~~Cang.~~his Aservice ~~business~~as ~~combination~~officer of the Company and has yet to ~~occur.~~negotiate ~~Cang~~a ~~has~~compensation ~~not~~agreement ~~registered~~with ~~any offerings under~~ the ~~Securities Act~~Company.

Except for GHAR, Inc, Adorbs, Inc. and Reliance Global Group Inc., Mr. Lazar took control of all of the companies listed by becoming the Court-appointed custodian through Custodian Ventures LLC and entity in which he is the managing member.Officers

~~Election~~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 ~~Directors~~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 ~~Officers~~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.

~~Directors~~Guo Jin ~~are~~Tong, ~~elected~~57, toserves ~~serve~~as ~~until~~ the ~~next annual~~financial ~~meeting~~controller of ~~stockholders~~Sihui Jiagang Real Estate Development Co. Ltd. since 2003 and ~~until~~in ~~their~~2003 ~~successors~~founded Main ~~have~~Century ~~been~~Holdings ~~elected~~Limited, which manufactures and ~~qualified~~wholesales beer raw material. ~~Officers~~Mr. ~~are~~Guo ~~appointed~~was selected to serve ~~until~~as the ~~meeting~~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 ~~Board~~past ~~following~~five years, filed any bankruptcy petition, been convicted in or been the ~~next~~subject ~~annual~~of ~~meeting~~any pending criminal proceedings, nor is any such person the subject of ~~stockholders~~any ~~and~~order, ~~until~~judgment ~~their~~or ~~successors~~decree ~~have~~involving ~~been~~the ~~elected~~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 ~~qualified~~has yet to negotiate a compensation agreement with the Company.

~~Audit~~Cheung Siu ~~Committee~~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.

~~We do not have any committees of the Board as we only have one director.~~16

~~Director~~Election of ~~Independence~~Directors and Officers

WeDirectors are doelected ~~not~~to ~~currently~~serve until the next annual meeting of stockholders and until their successors have ~~any~~been ~~independent~~elected ~~directors~~and qualified. Officers Weare ~~evaluate~~appointed ~~independence~~to byserve until the ~~standards~~meeting ~~for~~of ~~director~~the ~~independence~~Board ~~established~~following bythe ~~Marketplace~~next ~~Rule~~annual ~~5605(a)(2)~~meeting of ~~the~~stockholders ~~Nasdaq~~and ~~Stock~~until ~~Market,~~their successors have ~~Inc~~been elected and qualified.

~~Board Leadership Structure~~Audit Committee

We do not have ~~chosen~~any tocommittees ~~combine~~of the ~~Chief Executive Officer and~~ Board ~~Chairman~~as ~~positions~~we ~~since~~only have one ~~person is our sole officer and~~ director.

~~Code of Ethics~~Director Independence

~~Our~~We do ~~Board~~not ~~has~~currently ~~not~~have ~~adopted~~any aindependent ~~Code~~directors. ofWe ~~Ethics~~evaluate ~~due to~~independence by the ~~Company’s~~standards ~~size~~for ~~and~~director ~~lack~~independence ofestablished ~~employees.~~by AsMarketplace Rule 5605(a)(2) of the ~~date~~Nasdaq ofStock ~~this Report~~Market, ~~our sole director is also our Chief Executive Officer~~Inc.

~~Delinquent~~Board Leadership ~~Section 16(a) Reports~~Structure

~~Section 16(a) of the Exchange Act requires the~~We ~~Company’s~~have ~~directors,~~chosen ~~executive officers, and persons who own more than 10% of the Company’s Common Stock~~ to ~~file~~combine ~~initial reports of ownership and changes in ownership of~~ the ~~Company’s~~Chief ~~Common~~Executive ~~Stock~~Officer with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us none of Company’s directors, executive officers, and ~~persons~~Board ~~who~~Chairman ~~own more than 10% of the Company’s Common Stock failed to comply with Section 16(a) filing requirements~~positions.

~~ITEM~~Code of ~~11. EXECUTIVE COMPENSATION~~Ethics

~~The following information is related to the compensation~~Since ~~paid,~~we ~~distributed,~~are ora ~~accrued~~shell ~~by us for the fiscal year ended December 31~~company, ~~2020 to~~ our ~~Chief~~Board ~~Executive~~has ~~Officer~~not ~~(principal~~yet ~~executive~~adopted ~~officer) during~~a ~~the~~Code ~~last fiscal year and the two other most highly compensated executive officers serving as~~ of ~~the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”):~~Ethics.

~~We did not pay any compensation to our Chief Executive~~Delinquent ~~Officers~~Section 16(~~the “Named Executive Officers”~~a) ~~during the last two fiscal years.~~Reports

~~Named~~Section 16(a) ~~Executive~~of ~~Officer~~the ~~Employment~~Exchange ~~Agreements~~Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us none of Company’s directors, executive officers, and persons who own more than 10% of the Company’s Common Stock failed to comply with Section 16(a) filing requirements.

~~None.~~17

~~Termination~~ITEM 11. ~~Provisions~~EXECUTIVE COMPENSATION

AsThe following ofinformation ~~the~~is ~~date~~related ofto ~~this~~the ~~Report,~~compensation ~~we have no contract~~paid, ~~agreement,~~ ~~plan~~distributed, or ~~arrangement,~~accrued ~~whether~~by ~~written~~us orfor ~~unwritten,~~the ~~that~~fiscal ~~provides~~year ~~for~~ended ~~payments~~December 31, 2021 to aour ~~Named~~Chief Executive Officer ~~at,~~(principal ~~following, or~~executive inofficer) ~~connection~~during ~~with~~the ~~any~~last ~~termination,~~fiscal ~~including~~year ~~without~~and ~~limitation~~the ~~resignation,~~two ~~severance,~~other ~~retirement~~most orhighly acompensated ~~constructive termination of~~executive aofficers ~~Named~~serving ~~Executive~~as ~~Officer,~~of orthe aend ~~change in control~~ of the ~~Company~~last orfiscal ayear ~~change~~whose incompensation ~~the~~exceeded ~~Named Executive Officer’s responsibilities~~$100, ~~with~~000 ~~respect~~(the ~~to each~~ “Named Executive ~~Officer.~~Officers”):

15We did not pay any compensation to our Chief Executive Officers (the “Named Executive Officers”) during the last two fiscal years.

~~Outstanding~~Named Executive ~~Equity~~Officer ~~Awards~~Employment ~~at Fiscal Year End~~Agreements

~~As of December 31, 2020 none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive plan awards~~None.

~~Director Compensation~~Termination Provisions

ToAs of the date of this Report, we have ~~not~~no ~~paid~~contract, ~~our~~agreement, ~~director~~plan, or arrangement, whether written or unwritten, that provides for payments to a Named Executive Officer at, following, or in connection with any ~~compensation~~termination, including without limitation resignation, severance, ~~for~~retirement ~~services~~or ona ~~our~~constructive ~~Board~~termination of a Named Executive Officer, or a change in control of the Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

Outstanding Equity ~~Compensation~~Awards ~~Plan~~at ~~Information~~Fiscal Year End

~~The~~As of ~~Company~~December ~~does~~31, ~~not~~2021 ~~have~~none ~~any~~of ~~securities~~our ~~authorized for~~Named ~~issuance~~Executive orOfficers ~~outstanding~~held ~~under~~any anunexercised ~~equity~~options, ~~compensation~~stock ~~plan~~that orhave ~~equity~~not ~~compensation~~vested, ~~grants~~or ~~made~~other ~~outside~~equity ~~of such a~~ incentive plan awards.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Director Compensation

~~The following table sets forth certain information~~To ~~regarding beneficial ownership of the Company’s Common Stock as of May 31~~date, ~~2021,~~we byhave ~~(i)~~not ~~each~~paid ~~person~~our ~~who~~director ~~is known by the Company to own beneficially more than 5% of~~ any ~~classes~~compensation offor ~~outstanding~~services ~~Common~~on ~~Stock,~~our (ii) each director of the Company, (iii) each of the Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors and executive officers of the Company as a group based upon 11,020,000 shares outstandingBoard.

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership		% of Common Stock
David Lazar 1185 Avenue of the Americas, 3rd Floor New York, New York 10036	Preferred Stock		10,000,000		90	%(a)
	Common Stock		1,331,360		Less than 1%
DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)			11,331,360		90	%
(a) Mr. Lazar is the managing director of Custodian Ventures who holds 10,000,000 shares of Series A Preferred Stock. Each share of preferred share held is convertible into 214.05 shares of common stock. The ownership percentage is calculated as if the preferred stock was converted to common stock.
David Dugas 207 Waterford Drive Lafayette, La 70503	Common stock		43,000,000		18	%

Equity Compensation Plan Information

~~ITEM~~The Company ~~13.~~does ~~CERTAIN~~not ~~RELATIONSHIPS~~have ~~AND~~any ~~RELATED~~securities ~~TRANSACTIONS,~~authorized ~~AND~~for ~~DIRECTOR~~issuance ~~INDEPENDENCE~~or outstanding under an equity compensation plan or equity compensation grants made outside of such a plan.

~~Not applicable.~~18

ITEM 14 12. ~~PRINCIPAL~~SECURITY ~~ACCOUNTANT~~OWNERSHIP ~~FEES~~OF CERTAIN BENEFICIAL OWNERS AND ~~SERVICES~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table ~~shows~~sets forth certain information regarding beneficial ownership of the ~~fees~~Company’s ~~paid~~Common orStock ~~accrued~~as of December 31, ~~for~~2021 by (i) each person who is known by the ~~audit~~Company to own beneficially more than 5% of any classes of outstanding Common Stock, (ii) each director of the Company, (iii) each of the Chief Executive Officers and ~~other~~the ~~services~~executive ~~provided~~officers by(collectively, ~~our~~the ~~independent~~“Named ~~auditors~~Executive Officers”) ~~for~~and (iv) all directors and executive officers of the ~~years~~Company ~~ended:~~as a group based upon 237,830,249 common shares outstanding.

	December 31, 2020
Name and Address of Beneficial Owners of Common Stock	Title of Class		Amount and Nature of Beneficial Ownership		% of Common Stock
Audit fees	$	-
Zhuang Rong Cheng,	Common Stock			0		-0	-%
Total fees paid or accrued to our principal accountant	$	-
Zhuang Ze Qiang	Common Stock			0		-0	-%
Guo Jin Tong	Common Stock			0		-0	-%
Cheung Siu Kuen Delia,	Common Stock			0		-0	-%
DIRECTORS AND OFFICERS – TOTAL	Common Stock			0		-0	-%
5% shareholders
Ms. Zhuang Qiao Luan(a)
50 West Liberty Street Suite 880 Reno, Nevada, 89501	Preferred Stock			10,000,000		90	%(a)
David Dugas 207 Waterford Drive Lafayette, La 70503	Common stock			43,000,000		18	%

16(a) Beneficially owns 10,000,000 shares of Series A Preferred Stock held by Supreme Technic Ltd. A company where she is the Managing Director. Each share of preferred share held is convertible into 214.05 shares of common stock. The ownership percentage is calculated as if the preferred stock was converted to common stock.

~~PART~~ITEM 13. IVCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~ITEM~~Zhuang 15Rong Cheng, Director and CEO, and Zhuang Ze Qiang, Director, are brothers of Ms. ~~EXHIBITS~~Zhuang ~~AND~~Qiao ~~FINANCIAL~~Luan, ~~STAATEMENT~~the ~~SCHEDULES~~Company’s controlling shareholder

31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

There are no related party transactions during the year ended December 31, 2021 that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities Act of 1933, as amended.

~~101~~ITEM 14.~~INS~~ ~~XBRL~~PRINCIPAL ~~Instance~~ACCOUNTANT ~~Document~~FEES ~~(furnished~~AND herewith)* 101.SCH XBRL Taxonomy Extension Schema Document (furnished herewith)* 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)* 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)* 101.LAB XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)* 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)*SERVICES

17The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:

SIGNATURES

	December 31, 2021
Audit fees	$	19,200
Total fees paid or accrued to our principal accountant	$	-

~~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.~~19

	ESP RESOURCES, INC.
Dated: July 29, 2021	By:	/s/ David Lazar
		David Lazar Chief Executive Officer (Principal Executive Officer)

PART IV

18ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

101.INS		XBRL Instance Document (furnished herewith)*
101.SCH		XBRL Taxonomy Extension Schema Document (furnished herewith)*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)*

SIGNATURES

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.

	ESP RESOURCES, INC.

Dated: March 4, 2022	By:	/s/ Zhuang Rong Cheng
		Zhuang Rong Cheng, Chief Executive Officer (Principal Executive Officer)

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