ESG Inc S-1/A, filed Nov 9, 2021

ESG Inc. (ESGH)

S-1/A 2021-11-09

Added on October 16, 2026

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☒

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, $0.001 par value		1,300,000 (2)		$	0.10	(3)		$	130,000			$	14.15

	Page
PROSPECTUS SUMMARY		3
SUMMARY OF FINANCIAL INFORMATION		4
RISK FACTORS		4
USE OF PROCEEDS		10
DETERMINATION OF THE OFFERING PRICE		10
SELLING SECURITY HOLDERS		10
MARKET FOR REGISTRTANT'S COMMON STOCK		12
PLAN OF DISTRIBUTION		13
DESCRIPTION OF BUSINESS		14
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
LEGAL PROCEEDINGS		22
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS		22
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		22
EXECUTIVE COMPENSATION		24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		26
DESCRIPTION OF SECURITIES		26
SHARES ELIGIBLE FOR FUTURE SALE		26
LEGAL MATTERS		27
EXPERTS		27
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES		27
INDEX TO FINANCIAL STATEMENTS		F-1-10

Securities offered:	The selling stockholders are offering hereby up to 1,300,000 shares of common stock.
Offering price:	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
Shares outstanding prior to offering:	15,355,556

Name of Shareholder	Number of shares Before Offering(1)		Number of shares Offered(1)		Number of shares After Offering(2)		Date Acquired	Percent of Total Shares held after Offering(1)
Hao Yan		10,000		10,000		0	8/19/21		*
Kerui Yan		20,000		20,000		0	8/19/21		*
Shengnan Liu		15000		15000		0	8/19/21		*
Limin Niu		5,000		5,000		0	8/19/21		*
Xiaoyue Niu		20,000		20,000		0	8/19/21		*
Wenling Hu		5,000		5,000		0	8/19/21		*
Haoshun Zhang		10,000		10,000		0	8/19/21		*
Jiping Zou		30,000		30,000		0	8/19/21		*
Xiaowei Xue		10,000		10,000		0	8/19/21		*
Kang Hong		10,000		10,000		0	8/19/21		*
Jinli Xie		30,000		30,000		0	8/19/21		*
Jinling Xie		8,000		8,000		0	8/19/21		*
Guangxiu Qiao		12,000		12,000		0	8/19/21		*
Liucheng Xie		10,000		10,000		0	8/19/21		*
Binjian Wang		5,000		5,000		0	8/19/21		*
Fei Li		15,000		15,000		0	8/19/21		*
Jiaqi Li		10,000		10,000		0	8/19/21		*
Yang Chen		10,000		10,000		0	8/19/21		*
Ying Yu		10,000		10,000		0	8/19/21		*
Yixing Yuan		15,000		15,000		0	8/19/21		*
Yuanqin Wang		5,000		5,000		0	8/19/21		*
Wenshan Min		15,000		15,000		0	8/19/21		*
Yanmin Hua		5,000		5,000		0	8/19/21		*
Yongge Jiang		10,000		10,000		0	8/19/21		*
Guofeng Liu		5,000		5,000		0	8/19/21		*
Ruixue, Lv		15,000		15,000		0	8/19/21		*
Xuejing Lv		10,000		10,000		0	8/19/21		*
Lina Tang		5,000		5,000		0	8/19/21		*
Yutong Sun		10,000		10,000		0	8/19/21		*
Wenwu Sun		15,000		15,000		0	8/19/21		*
Weiwei Gao		500,000		500,000		0	8/19/21		3.3
Peng Li		5,000		5,000		0	8/19/21		*
Xiuying Cheng		15,000		15,000		0	8/19/21		*
Zhigang Wang		10,000		10,000		0	8/19/21		*
Xingzhong Sun		415,000		415,000		0	8/19/21		2.7
Totals		1,300,000		1,300,000		0	N/A		N/A

	Copies to: Daniel H. Luciano Attorney-at-Law 242A West Valley Brook Road Califon, NJ 07830 Telephone No.: (908) 832-5546
As soon as practicable and from time to time after the effective date of this Registration Statement.
	Approximate date of proposed sale to the public

NAME	AGE		POSITION
Zhi Yang		46	Chairman and Chief Executive Officer
Hanliang Shao		83	Director
Jie Zhu		44	Chief Technology Officer

					Stock		Other
					Award		Compensation		Total
Name and Position	Year		Salary		$		$		$
Zhi Yang		2021		0		0		0		0
Chief (Principal)
Executive Officer and Chief (Principal) Financial Officer

Name and Address of	Amount and Nature of Beneficial		Percent of
Beneficial Owner	Ownership(1)		Class
Officers and Directors
Zhi Yang (2) Chairman of Board and Chief Executive Officer		14,000,000		91.2	%
Hanliang Shao (2)(3) Director		111,112		<1%
Jie Zhu PhD (2) Chief Technology Officer		-0-		0	%
All officers and directors as a group (3 persons)		14,111,112		91.5	%

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet	F-2

Statement of Operations	F-3

Statement of Stockholders’ Equity	F-4

Statement of Cash Flows	F-5

Notes to Condensed Financial Statements	F-6 to F-10

	August 31, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	127,604
Prepaid expenses		11,000
Total Current Assets		138,604
Total Assets	$	138,604

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities		—
Total Current Liabilities		—
Total Liabilities		—

Stockholders' Equity Preferred stock, par value $0.001; 10,000,000 shares authorized; 0 shares issued and outstanding		—
Common stock, par value $0.001; 65,000,000 shares authorized, 15,355,556 shares issued and outstanding		15,356
Additional paid in capital		124,700
Accumulated deficit		(1,452	)
Total Stockholders’ Equity		138,604
Total Liabilities and Stockholders’ Equity	$	138,604

	From July 22, 2021 (Inception) to August 31, 2021

Operating expenses	$
General and administrative expenses		1,452

Total operating expenses		1,452
Net Loss from operations		(1,452	)
Provision for income taxes		—
Net Loss	$	(1,452	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)
Weighted Average Number of Shares Outstanding: Basic and Diluted		8,124,723

							Deficit Accumulated
					Additional		during the			Total
	Common Stock				Paid-in		Development			Stockholders’
	Shares		Amount		Capital		Stage			Equity
Inception, July 22, 2021		—	$	—	$	—	$	—		$	—
Shares issued for cash		15,300,000		15,300		124,700		—			140,000
Shares issued for Director compensation		55,556		56		—		—			56
Net loss for the period ended August 31, 2021		—		—		—		(1,452	)		(1,452	)
Balance, August 31, 2021		15,355,556	$	15,356	$	124,700	$	(1,452	)	$	138,604

	From July 22, 2021 (Inception) to August 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(1,452	)
Adjustments to reconcile net loss to net change in cash from operating activities:
Shares issued for Director compensation		56
Changes in operating assets and liabilities
Prepaid expenses		(11,000	)

Net Cash Used in Operating Activities		(12,396	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		140,000
Net Cash Provided by Financing Activities		140,000

NET CHANGE IN CASH		127,604
Cash, beginning of period		—
Cash, end of period	$	127,604

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—
Cash paid for income tax	$	—

	From July 22, 2021 (inception) to August 31, 2021
Non-current deferred tax assets:
Net operating loss carryforward	$	305
Total deferred tax assets		305
Valuation allowance		(305	)
Net deferred tax assets	$	—

Exhibit	Description
3.1(a)	Articles of Incorporation of Registrant *
3.2(a)	Bylaws of the Registrant *
5.1	Opinion of Daniel H Luciano, Esq. *
10.1	Technology Assignment Agreement by and between Plasma Innovative Inc. and Hanliang Shao *
10.2	Support Letter from Zhi Yang *
10.3	Office Lease Letter *
23.1	Consent of Attorney Daniel H Luciano (filed as part of Exhibit 5.1) *
23.2	Consent of Sadler Gibb (1)

/s/ Zhi Yang
Zhi Yang
Chief Executive Officer (Principal Executive Officer)
Chief Financial Officer (Principal Financial and Accounting Officer)
Chairman

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on November 9 , 2021.