ESG Inc. filings document material-event disclosures for a Nevada SPAC or blank-check issuer. The record includes Form 8-K reports on material definitive agreements, securities purchase agreements, convertible promissory notes, common stock purchase warrants, intellectual property and brand-license arrangements, auditor changes, and board composition.
The disclosures also cover capital-structure matters, share exchange and split-off agreements, governance changes, and exchange-registration status. Recent 8-K cover pages identify no Section 12(b) securities registered on a national exchange, while the event reports describe agreements and appointments affecting the company's public-company reporting profile.
ESG Inc. (ESGH) disclosed that TQ International, PLLC (formerly Tang Qian & Associates, PLLC) resigned as its independent registered public accounting firm, effective October 26, 2026; the resignation was not a dismissal by the company. The board approved Shah Teelani & Associates as the new auditor on October 26, 2026. Its executed engagement initially covers review of interim financial information for the three- and nine-month periods ended September 30, 2026, under PCAOB AS 4105.
ESG Inc. stated there were no disagreements with TQ or reportable events during its two most recent fiscal years and the subsequent interim period through October 26, 2026. TQ’s report on the financial statements for the fiscal year ended December 31, 2025, included an explanatory paragraph regarding substantial doubt about the company’s ability to continue as a going concern; the report contained no adverse opinion or disclaimer and was not qualified or modified as to audit scope or accounting principles, except for that paragraph. TQ did not issue an audit report for fiscal year ended December 31, 2024. CEO Zhi Yang signed the report.
ESG Inc. (ESGH) reported an agreement for DCG China Limited to sell 9,641,110 common shares to BevPoint Capital LP for $250,000: $125,000 cash at Closing and a $125,000 promissory note due six months after the Closing Date. On transfer, BevPoint is expected to gain majority voting control.
Closing is expected after the Rule 14f-1 waiting period and satisfaction or waiver of the agreement’s other conditions. Incumbent directors and officers are expected to resign, with BevPoint designees appointed, including Christopher C. Sellers as Chief Executive Officer, President and Chairman, and John F. Giarrante and Carl Berry as directors. Separately, ESG approved one-time restricted compensation awards of 94,045 shares with an aggregate stated value of $178,000; transfer-agent processing was incomplete as of October 20, 2026. Upon completion, 15,685,421 shares would be outstanding and the Control Shares would represent approximately 61.47%. Stockholders need not vote or take action.
ESG Inc. entered an agreement for DCG China Limited to sell BevPoint Capital LP 9,641,110 common shares for $250,000; ESG Inc. will receive none of the price. At closing, BevPoint is to pay DCG China Limited $125,000 in immediately available funds and deliver a $125,000 note due six months after the Closing Date. As of October 15, 2026, closing had not occurred and control had not changed. Conditions include expiration of the Rule 14f-1 period, effectiveness of the referenced lender agreement, transition documents, and no injunction or applicable law prohibiting the transfer.
Subject to closing conditions and expiration of the Rule 14f-1 period, incumbent officers and directors are expected to resign and Buyer-designated successors are expected to be appointed at Closing. A later business combination could involve issuance of one share of Series A Control Preferred Stock, requiring separate Board approval, with voting rights sufficient alongside the Control Shares to provide BevPoint not less than 90% of voting power; it is neither consideration nor a closing condition. One-time restricted awards effective October 15, 2026 were approved for Chief Executive Officer and Director Zhi Yang and Chief Financial Officer Edward F. Gobora. Following issuance of all 94,045 authorized award shares, common shares outstanding would be 15,685,421 and the Control Shares would represent approximately 61.47%.
ESG Inc. amended its 2025 annual report to correct its auditor’s report, adding an explanatory paragraph that substantial doubt exists about the Company’s ability to continue as a going concern. The auditor’s fair-presentation opinion remains unqualified; the amendment says financial-statement amounts are unchanged and no restatement occurred.
Revenue was $6,122,633 in 2025, compared with $12,682,330 in 2024; net loss attributable to ESG Inc. was $1,947,318, versus net income of $944,633. Net cash provided by operating activities was $101,246, compared with $1,546,524 in 2024. As of December 31, 2025, cash was $42,978 and restricted cash was $36,892.
The Company raised $200,000 on March 10, 2026, which management says improved near-term liquidity. It also issued two convertible notes, each with $110,000 principal and $100,000 gross proceeds, on March 6 and March 9, 2026. Management says restoring production could occur within approximately one month, subject to remaining operational and facility-readiness steps. The plans depend on future events, and substantial doubt has not been alleviated.
ESG Inc. completed the split-off of its China operations on May 26, 2026, canceling 10,432,800 common shares and leaving an early-stage North American food and snack business as its sole continuing segment. Continuing operations generated $918 of revenue and a loss from continuing operations of $27,283 in Q2 2026, and $175,137 for the six months, compared with a six-month loss of $213,615 in 2025, as revised. Including discontinued China operations, the company reported a six-month net loss of $1,053,479, versus net income of $239,130 a year earlier.
At June 30, 2026, ESG held $161,100 of cash, total assets of $190,777, current liabilities of $564,916 and a working-capital deficit of $374,171, resulting in negative equity of $374,139. Management states that existing cash and expected operating cash flows are not sufficient for the next 12 months and concludes that substantial doubt exists about the company’s ability to continue as a going concern.
The company has $495,000 of unsecured convertible notes outstanding, including a $275,000 Labrys Fund II note in payment default; as of August 14, 2026, principal and accrued-interest arrearage under that note totaled approximately $301,981. ESG obtained a 90-day forbearance on Labrys’ conversion rights, but the Event of Default and default-interest accrual continue. Management also reports a material weakness in internal control over financial reporting related to complex and nonroutine transactions, after discovering previously unrecorded share-based compensation and revising prior-period financial statements.
ESG Inc. reported a board change. On May 21, 2026, director Joseph F. Rossetti resigned from the Board and all its committees, stating his decision did not stem from any disagreement over the company’s operations, policies, or practices.
The remaining directors immediately appointed Richard Xie, 55, to fill the vacancy. The Board determined he qualifies as an independent director under OTCQB Market standards and is financially sophisticated, naming him to the Audit, Compensation, and Nominating and Corporate Governance Committees, and as Chair of the Audit and Compensation Committees.
ESG Inc. completed a split-off transaction on May 26, 2026, transferring 100% of the issued and outstanding shares of ESG China Limited to other parties. In exchange, 10,432,800 shares of ESG Inc. common stock were surrendered, redeemed, retired and canceled.
After this cancellation, ESG Inc. has 15,475,468 shares of common stock issued and outstanding. ESG China Limited and its downstream China operations are no longer subsidiaries and will not be consolidated with ESG Inc. The company plans to continue its North America operating business through ESG Provisions, Inc.
ESG Inc. reported a much weaker quarter as its PRC mushroom operations remained suspended. Revenue for the three months ended March 31, 2026 was $0, down from $1,587,144 a year earlier, and net loss widened to $884,050 versus $276,153.
Operating expenses rose sharply as depreciation shifted into selling, general and administrative costs, and other income fell with lower government grants. Cash was only $206,391 with a working capital deficit of about $6.9 million, and management disclosed substantial doubt about continuing as a going concern.
The company added $200,000 of new convertible debt and modest equity from note conversions. After quarter-end it signed a Split-Off and Share Exchange Agreement to divest China operations in exchange for cancelling 10,432,800 shares, a move expected to significantly change its assets, liabilities and future revenue mix if completed.
ESG Inc. notifies stockholders that its Board and the holder of a majority of voting power approved a split-off under a Split-Off and Share Exchange Agreement to distribute 100% of the issued and outstanding shares of ESG China Limited to DCG China Limited, Christopher Alonzo, Ever Vast Development Ltd. and Weiwei Gao in exchange for the surrender, redemption, retirement and cancellation of 10,432,800 shares of the Company’s common stock. The corporate actions were approved by written consent of DCG, which beneficially owned 18,273,910 shares (≈70.55%) as of April 10, 2026, and will not become effective until at least 20 calendar days after this Information Statement is first mailed.
The filing states the separation will deconsolidate ESG China from the Company, remove ESG China’s historical assets and liabilities (total assets of $26,890,493 and net assets of $12,168,861 as of December 31, 2025), and reduce outstanding shares accordingly. The Special Committee of disinterested directors reviewed and approved the transaction, the conflicted director was recused, and pro forma condensed consolidated financial information is included.
ESG Inc. is implementing a negotiated split-off that will distribute 100% of the issued and outstanding shares of ESG China to DCG, Christopher Alonzo, Ever Vast Development Ltd. and Weiwei Gao in exchange for the surrender, redemption, retirement and cancellation of 10,432,800 shares of Common Stock. The transaction was approved by the Board and by written consent of DCG (which held approximately 70.55% of the voting power as of the Record Date, April 10, 2026), and will not become effective until at least 20 calendar days after this Information Statement is first furnished. The company states the split-off will result in the deconsolidation of ESG China, reduce legacy China-related operational and compliance burden, and leave ESG Inc. focused on its North America business.