Esp Enterprises 8-K/A Entry into a Material Definitive Agreement

ESP RESOURCES, INC.

AND SUBSIDIARY

 CONSOLIDATED FINANCIAL STATEMENTS

For the Period From November 20, 2006 (Date of Inception)

 Through December 31, 2006

ESP RESOURCES, INC. AND SUBSIDIARY

INDEPENDENT AUDITORS’ REPORT	2
FINANCIAL STATEMENTS
Consolidated Balance Sheet	3
Consolidated Statement of Operations	4
Consolidated Statement of Changes in Stockholders’ Deficit	5
Consolidated Statement of Cash Flows	6
Notes to Consolidated Financial Statements	7-10

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ESP RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2006
ASSETS
CURRENT ASSETS
Cash	$	909
Prepaid Expenses		38,082
Total Current Assets		38,991
OTHER ASSETS
Deferred Income Taxes		428
Total Other Assets		428
TOTAL ASSETS	$	39,419
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued Expenses	$	173
Due to Officers		6,200
Notes Payable		35,471
Total Current Liabilities		41,844
STOCKHOLDERS' DEFICIT
Retained Deficit		(2,425	)
Total Stockholders' Deficit		(2,425	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	39,419

The Accompanying Notes are an integral Part of This Statement.

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ESP RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
For the Period From November 20, 2006 (Date of Inception) Through December 31, 2006
REVENUES				$	-
ADMINISTRATIVE EXPENSES
Insurance Expense	$	2,680
Interest Expense		173
Total Administrative Expenses					2,853
NET LOSS BEFORE PROVISION FOR INCOME TAXES					(2,853	)
PROVISION FOR INCOME TAXES (BENEFIT)
Current		-
Deferred		(428	)
Total Provision for Income Taxes (Benefit)					(428	)
NET LOSS				$	(2,425	)

The Accompanying Notes are an integral Part of This Statement.

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ESP RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From November 20, 2006 (Date of Inception) Through December 31, 2006
	Common		Paid-In		Retained
	Stock		Capital		Deficit			Total
BALANCE - NOVEMER 20, 2006	$	-	$	-	$	-		$	-
NET LOSS		-		-		(2,425	)		(2,425	)
BALANCE - DECEMBER 31, 2006	$	-	$	-	$	(2,425	)	$	(2,425	)

The Accompanying Notes are an integral Part of This Statement.

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ESP RESOURCES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period From November 20, 2006 (Date of Inception) Through December 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,425	)
Adjustments to Reconcile Net Loss to
Net Cash Used In Operating Activities:
Deferred Income Taxes		(428	)
Change in Assets and Liabilities:
Prepaid Expenses		(2,611	)
Accrued Expenses		173
Due to Officers		6,200
Total Adjustments		3,334
Net Cash Provide By Operating Activities		909
NET INCREASE IN CASH		909
CASH AT BEGINNING OF YEAR		-
CASH AT END OF YEAR	$	909

The Accompanying Notes are an integral Part of This Statement.

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ESP RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Period from November 20, 2006 (Date of Inception) Through December 31, 2006

(A)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business- ESP Resources, Inc. (the Company) was incorporated in the State of Delaware in November 2006.   ESP Resources, Inc. was formed as a holding company for ESP Petrochemicals, Inc.

ESP Petrochemicals, Inc. was incorporated in the State of Louisiana in November 2006.  ESP Petrochemicals, Inc. sells chemicals for use in the oil and gas industry to customers primarily located in the Gulf of Mexico and gulf states region.

The financial statements for the period ended December 31, 2006 include the activity of this subsidiary. All significant intercompany balances and transactions have been eliminated.

Income Taxes– Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of accrued taxes plus deferred taxes primarily related to differences between the depreciation expenses for financial and tax reporting.  The deferred taxes represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.

Cash and Cash Equivalents - The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.  The Company had no cash equivalents at December 31, 2006.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

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ESP RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Period from November 20, 2006 (Date of Inception) Through December 31, 2006

(B)NOTES PAYABLE

Notes payable consisted of the following as of December 31, 2006:

Insurance Premium Finance Agreement dated
December 2006 bearing interest at nine percent per
annum, payable in monthly installments of $4,090
through September 2007.	$	35,471

(C)RELATED PARTY TRANSACTIONS

At June 30, 2007 the Company had a balance due to officers in the amount of $6,200 related to general operations.

(D)COMMON AND PREFERED STOCK

Common and preferred stock for ESP Resources, Inc. consisted of the following at December 31, 2007:

Class A Common - $0.001 par value;
100,000,000 shares authorized
29,400,000 issued and outstanding	$	2,940
Class B Common - $0.001 par value;
10 votes per share,
5,000,000 shares authorized		-
Class A Preferred - $0.001 par value;
20,000,000 shares authorized		-
Total	$	2,940

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ESP RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Period from November 20, 2006 (Date of Inception) Through December 31, 2006

(D)COMMON AND PREFERED STOCK - continued

Common and preferred stock for ESP Petrochemicals, Inc. consisted of the following at December 31, 2006:

(E)CASH FLOW DISCLOSURES

Cash Paid During the Year For:
Interest	$	-
Taxes		-

Non-cash investing and financing activities:

During the period from November 20, 2006 (date of inception) through December 31, 2006, the Company acquired an insurance policy with total premiums of $40,762. The Company financed $35,471 of these policies through notes payable (see Note B above).

(I)INCOME TAXES

The components of Income Tax Expense (Benefit) at December 31, 2006 are as follows:

Current Tax Expense	$	-
Deferred Tax Benefit		(428	)
Total	$	(428	)

The components of the Deferred Income Taxes asset at December 31, 2006 are as follows:

Deferred Tax Asset	$	428
Deferred Tax Liability		-
Total Deferred Income Taxes	$	428

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ESP RESOURCES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Period from November 20, 2006 (Date of Inception) Through December 31, 2006

(I)INCOME TAXES - continued

The deferred tax asset is due to net operating loss carryforwards that expire in the year ending 2027.

The components of the Deferred Income Taxes asset at December 31, 2006 are attributable to each of the companies as follows:

ESP Petrochemicals, Inc.	$	-
ESP Resources, Inc.		428
Total	$	428

(J)SUBSEQUENT EVENTS

One June 15, 2007 ESP Resources, Inc. acquired all of the stock of ESP Petrochemicals, Inc.

On October 31, 2007, the Company entered into a reverse merger transaction with a third-party public corporation.  The transaction involved the Company acquiring a seventy-five percent (75%) interest in a third-party public corporation and transferring all of its interest in its wholly owned subsidiary to the third-party public corporation.

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