ESP Resources, Inc. - Quarter Report: 2010 September (Form 10-Q)

espi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2010

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

For the transition period from ____________ to ____________

Commission file number 000-52506

ESP RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada		98-0440762
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1255 Lions Club Road, Scott LA 70583

(Address of principal executive offices) (Zip Code)

(337) 706-7056 (337) 706-7056

(Issuer’s telephone number)

______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yeso Noo

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso No þ

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

71,272,844 common shares issued and outstanding as of November 15, 2010.

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS.

It is the opinion of management that the interim financial statements for the quarter ended September 30, 2010 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

ESP Resources, Inc.

Consolidated Balance Sheets

(Unaudited)

	September 30, 2010			December 31, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	122,307		$	25,107
Accounts receivable		922,181			815,703
Inventories, net		784,965			290,218
Prepaid expenses and other current assets		37,828			166,738
Total current assets		1,867,281			1,297,766

Property and equipment, net of accumulated depreciation of $339,502 and $219,341, respectively		854,350			683,403
Restricted cash		64,787			41,139
Intangible assets, net of amortization of $137,246 and $30,490, respectively		754,438			884,480
Other assets		40,765			26,786

Total assets	$	3,581,621		$	2,933,574

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	1,090,930		$	589,284
Factoring payable		590,446			380,724
Accrued expenses		204,333			232,266
Due to related parties		137,348			359,010
Guarantee liability		120,000			120,000
Due to Turf shareholders for acquisition		-			263,700
Current maturities of long-term debt		251,529			325,170
Current portion of capital lease obligation		17,013			20,624
Loan from investor		58,139			58,039
Total current liabilities		2,469,738			2,348,817

Long-term debt (less current maturities)		511,370			582,636
Capital lease obligations (less current maturities)		47,982			56,225
Contingent consideration payable for acquisition of Turf		350,000			350,000
Deferred lease cost		30,000			33,000
Total liabilities		3,409,090			3,370,678

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $0.001 par value, 1,200,000,000 shares authorized, 71,272,764 and 45,185,295 shares issued and outstanding, respectively		71,273			45,185
Additional paid-in capital		9,719,797			7,398,877
Subscription receivable		(1,000	)		(1,000	)
Accumulated deficit		(9,617,539	)		(7,880,166	)
Total stockholders' equity (deficit)		172,531			(437,104	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	3,581,621		$	2,933,574

The accompanying notes are an integral part of these consolidated financial statements.

ESP Resources, Inc.

Consolidated Statements of Operations

For the Three Months and Nine Months Ended September 30, 2010 and 2009

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2010			2009			2010			2009

SALES, NET	$	1,309,326		$	760,504			3,627,972		$	2,010,882
COST OF GOODS SOLD		721,988			529,005			1,684,029			1,278,018

GROSS PROFIT		587,338			231,499			1,943,943			732,864

General and administrative		1,219,033			1,194,629			3,162,221			2,661,547
Impairment of oil and gas properties		-			799,899			-			1,067,381
Depreciation and amortization		90,308			(680	)		245,543			10,238

LOSS FROM OPERATIONS		(722,003	)		(1,762,349	)		(1,463,821	)		(3,006,302	)

OTHER EXPENSE
Interest expense		(28,349	)		(56,736	)		(135,984	)		(78,332	)
Factoring fees		(26,253	)		(22,801	)		(80,732	)		(62,887	)
Other income		92			-			3,092			-
Interest income		39			19			72			55
Other expense		-			(507	)		-			(931	)
Loss on legal settlement		-			-			(60,000	)		-
Loss on guarantee liability		-			-			-			(72,000	)
Impairment loss on notes receivable		-			(158,000	)		-			(316,000	)
Total other expense		(54,471	)		(238,025	)		(273,552	)		(530,095	)

NET LOSS	$	(776,474	)	$	(2,000,374	)		(1,737,373	)	$	(3,536,397	)

NET LOSS PER SHARE (basic and diluted)	$	(.01	)	$	(0.07	)		(.03	)	$	(0.15	)

WEIGHTED AVERAGE SHARES OUTSTANDING		67,516,786			27,548,260			60,115,289			23,528,371

The accompanying notes are an integral part of these consolidated financial statements

ESP Resources, Inc.

Statement of Stockholders’ Equity

For the nine months ended September 30, 2010

(Unaudited)

	Common stock						Subscription			Accumulated
	Number		Par Value		APIC		Receivable			Deficit			Total
Balance, December 31, 2009		45,185,295		45,185		7,398,877		(1,000	)		(7,880,166	)		(437,104	)

Stock based compensation		9,551,688		9,552		1,095,627		-			-			1,105,179

Shares issued in connection with ContractualDispute Settlement		1,000,000		1,000		129,000		-			-			130,000

Shares issued in connection with note conversion		2,180,857		2,181		74,149		-			-			76,330

Forgiveness of Related Party Debt		-		-		130,000		-			-			130,000

Shares issued with PPM		13,354,924		13,355		892,144		-			-			905,499

Net loss		-		-		-		-			(1,737,373	)		(1,737,373	)
Balance, September 30, 2010		71,272,764		71,273		9,719,797		(1,000	)		(9,617,539	)		172,531

The accompanying notes are an integral part of these consolidated financial statements.

ESP Resources, Inc. and Subsidiaries

Consolidated Statements of Cash Flow

(Unaudited)

	For the nine months ended September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,737,373	)	$	(3,536,397	)
Adjustments to reconcile net loss to net cash
used for operating activities:
Shares issued for current year loss on settlement of contractual dispute		15,000			-
Depreciation and amortization, including amounts included in cost of goods sold		267,204			66,611
Stock based compensation		1,105,179			1,703,902
Impairment of oil and gas properties		-			1,067,381
Impairment loss on notes receivable		-			316,000
Amortization of discount on debt		75,000			49,027
Loss on guarantee liability		-			72,000
Changes in operating assets and liabilities:
Accounts receivable		(106,478	)		(285,192	)
Inventory		(494,747	)		(3,550	)
Prepaid expenses and other current assets		128,910			83,204
Other assets		(13,979	)		(12,956	)
Accounts payable and Accrued expenses		272,050			189,834
Accrued salaries to related parties		225,100			71,009
CASH USED IN OPERATING ACTIVITIES		(264,134	)		(219,127	)

CASH FLOWS FROM INVESTING ACTIVITIES
Restricted cash		(23,648	)		(30,670	)
Cash payment for acquisition of Turf		(263,700	)		-
Purchase of fixed assets		(247,641	)		(29,961	)
CASH USED IN INVESTING ACTIVITIES		(534,989	)		(60,631	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on debt		4,082			150,000
Repayment of short term loans		-			(93,556	)
Repayment of long term debt		(108,747	)		(48,277	)
Repayment of capital leases		(11,854	)		(6,488	)
Net factoring advances		209,722			146,990
Payments on insurance financing		(102,379	)		(85,152	)
Repayments of loans from related parties		-			(100,000	)
Proceeds from loans from related parties		-			329,921
Proceeds from sales of Units in private placement		905,499			40,000
CASH PROVIDED BY FINANCING ACTIVITIES		896,323			333,438

NET INCREASE IN CASH		97,200			53,680
CASH AT BEGINNING OF PERIOD		25,107			27,367

CASH AT END OF PERIOD	$	122,307		$	81,047

Non-cash investing and financing transactions:
Turf advances for payment of insurance financing	$	-		$	20,999
Forgiveness of debt from related party		130,000			-
Notes issued for purchase of property and equipment		63,467			49,594
Stock issued for prior year accrual of contractual dispute settlement		115,000
Stock issued for debt conversion		76,330			-
Guarantee Liability		-			48,000
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	49,231		$	-
Cash paid for taxes		-			-

The accompanying notes are an integral part of these consolidated financial statements.

ESP Resources, Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2010

Note 1 – Basis of Presentation, Nature of Operations and Significant Accounting Policies

Basis of Presentation

ESP Resources, Inc. (“ESP Nevada”, and collectively with its subsidiaries, the “Company”) was incorporated in the State of Nevada on October 27, 2004. The accompanying unaudited consolidated financial statements include the accounts of ESP Resources, Inc. and its wholly owned subsidiaries, ESP Petrochemicals, Inc. and ESP Resources, Inc. (“ESP Delaware”). ESP Petrochemicals also owns certain assets and liabilities of Turf Chemistry Inc. (“Turf”), a Texas corporation. All significant inter-company balances and transactions have been eliminated in the consolidation. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of Estimates

The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Interim Financial Statements

The condensed unaudited consolidated financial statements presented herein have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) and the accounting policies set forth in its audited consolidated financial statements for the period ended December 31, 2009 as filed with the Securities and Exchange Commission (the “SEC”) in the Company’s Annual Report on Form 10-K and should be read in conjunction with the notes thereto.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented. Certain information and footnote disclosures, normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted. The results of operations presented for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the year. These condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Concentrations

The Company has four major customers that together account for 51% of accounts receivable at September 30, 2010 and four major customers that together account for 33% of the total revenues earned for the nine months ended September 30, 2010.

	Accounts
	receivable			Revenue
Customer A		19	%		8	%
Customer B		18	%		9	%
Customer C		11	%		6	%
Customer D		3	%		10	%
		51	%		33	%

The Company has a published agreed upon price for Customer A which is reviewed and revised annually. Currently, approval of proposed price increases is pending for this customer, thus the third quarter sales have been recorded at the 2010 prices.

The Company has three vendors that accounted for 56% of purchases and 27% of the ending accounts payable at September 30, 2010.

	Accounts
	Payable			Purchases
Vendor A		13	%		16	%
Vendor B		12	%		26	%
Vendor C		2	%		14	%
		27	%		56	%

Revenue and Cost Recognition

The Company through its wholly owned subsidiary, ESP Petrochemicals, Inc., is a custom formulator of petrochemicals for the oil & gas industry. Since the products are specific to each location, the receipt of an order or purchase order starts the production process. Once the blending takes place, the order is delivered to the land site or dock. When the containers of blended petrochemicals are off-loaded at the dock, or they are stored on the land site, a delivery ticket is obtained, an invoice is generated and Company recognizes revenue. The invoice is generated based on the credit agreement with the customer at the agreed-upon price.

Revenue is recognized when title and risk of loss have transferred to the customer and when contractual terms have been fulfilled. Transfer of title and risk of loss occurs when the product is delivered in accordance with the contractual shipping terms, generally to a land site or dock. Revenue is recognized based on the credit agreement with the customer at the agreed upon price.

Basic and Diluted Loss Per Share

Basic and diluted earnings or loss per share (EPS) amounts in the consolidated financial statements are computed in accordance SFAS No. 128, ASC 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period.

Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive.

Accounts Receivable and Allowance for Doubtful Accounts

The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The Company’s credit terms generally require payment within 30 days from the date of the sale. The carrying amount for accounts receivable approximates fair value.

Accounts receivable consisted of the following as of September 30, 2010 and December 31, 2009:

	September 30,		December 31,
	2010		2009
Trade receivables	$	922,181	$	815,703
Less: Allowance for doubtful accounts		-		-
Net accounts receivable	$	922,181	$	815,703

Purchase of Turf Chemistry, Inc by ESP Resources on November 1, 2009

On November 1, 2009, ESP Resources purchased certain assets and liabilities of Turf Chemistry Inc. (“Turf”), a Texas corporation. The assets and liabilities acquired related to Turf’s activities in the United States. Turf operates in the same industry as ESP Resources and ESP Petrochemicals. The details of the acquisition were disclosed in the Form 10K for December 31, 2009.

As part of the acquisition agreement, there was an earn-out provision that required ESP Resources to issue additional common shares if Turf meets certain sale targets for the periods from January 1, 2010 to December 31, 2012. The Company estimated the fair value of the earn-out provision to be $350,000 at acquisition date and recorded it as contingent liability as of December 31, 2009.

The minimum sale target for the period January 1, 2010 through December 31, 2010 was $1,500,000. As of September 30, 2010, Turf has not reached the target and the contingent liability remained at $350,000.

Unaudited pro forma condensed combined financial statements

The following table reflects the unaudited pro forma results of operations for the three months and nine months ended September 30, 2009 as though the Turf Acquisition had occurred on January 1, 2009. The pro forma amounts are not necessarily indicative of the results that may be reported in the future:

	Three months ended September 30, 2009			Nine months ended September 30, 2009
Revenues	$	880,504		$	2,476,432
Cost of Goods Sold		(575,805	)		(1,459,583	)
Gross Profit		304,699			1,016,849

Total Operating Expenses		(2,336,873	)		(4,292,191	)

Net Loss	$	(2,032,174	)	$	(3,275,342	)

Intangible assets

Intangible assets relate to the customer list acquired with the acquisition of Turf described above. Intangible assets are being amortized over their estimated life of five years. The Company recognized amortization expense of $137,246 and $30,490 for the nine months ended September 30, 2010 and for the year ended December 31 2009, respectively.

Recently Issued Accounting Pronouncements

The Company does not expect that the adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations, or cash flows.

Note 2 – Going Concern

The Company has net losses for the nine months ended September 30, 2010 as well as negative cash flows from operations and negative working capital.

These factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company's ability to continue operations will likely require additional capital. The condition raises substantial doubt about the Company to continue as a going concern. We expect cash flows from operating activities to improve, primarily as a result of an increase in revenue, although there can be no assurance thereof. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

Note 3 – Inventory

Inventory represents raw and blended chemicals and other items valued at the lower of cost or market with cost determined using the first-in first-out method, and with market defined as the lower of replacement cost or realizable value.

Inventory consisted of the following as September 30, 2010 and December 31, 2009:

	September 30,		December 31,
	2010		2009
Raw materials	$	552,055	$	236,129
Finished goods		232,910		54,089
Total inventory	$	784,965	$	290,218

Note 4 – Long-Term Debt

On February 1, 2010, the Company issued 2,180,857 shares of common stock in connection with the extinguishment of the VM Consulting Debt for $76,330 in principal and interest.

Note 5 – Settlement Agreement

The Company accrued a liability in the amount of $115,000 at December 31, 2009 as a result of threatened litigation from a third party. On June 2, 2010, the Company reached a settlement agreement with the third party. To settle the litigation, the Company paid $45,000 in cash and 1,000,000 shares of ESP’s restricted common stock at a closing price of $0.13 valued at $130,000, and recorded a loss on legal settlement of $60,000.

Note 6 – Stockholders’ Equity

Common stock issued for services

On March 23, 2009, the Company entered into consulting agreements with two individuals to provide services to the Company for a period of one and a half years. The Company issued a total of 2,000,000 shares of common stock to individuals in payment for their services. The shares have a fair value of $800,000 and vest over the service period. The Company valued the shares based on market value on the date of the agreement, and recognized compensation expense of $381,481 and $418,519 during the nine months endedSeptember 30, 2010 and during the year ended December 31, 2009, respectively. Theseshares are fully vested as of September 30, 2010.

On May 26, 2009, ESP entered into a five year agreement with a human resources company (the “HR Company”), to provide employment services to screen and select qualified candidates to satisfy the manpower needs of ESP. Either party may terminate this agreement without penalty. ESP is contractually liable to pay the HR Company $100,000 each year in stock. The annual fee is due as a prepayment ten days after the effective date, on May 26, 2009. The number of shares to be issued to the HR Company is determined by dividing $100,000 by the average closing trade price of the stock over the 10 trading days immediately preceding the applicable payment date. The average trading price for the period from May 26, 2009 to June 8, 2009 was $0.240. The number of shares to be issued to the HR Company was calculated to be 335,570. The shares have a fair value of $83,890 and vest over the service period. The Company valued the shares based on market value on the date of agreement, and recognized compensation expense of $49,870 and $34,023 during the nine months ended September 30, 2010 and during the year ended December 31, 2009, respectively. These shares are fully vested as of September 30, 2010.

In May, 2010, the Company issued a total of 8,500,000 shares of common stock for services. The shares were valued at $0.09 which was the trading price of the Company’s stock on the grant date and have a fair value of $765,000. These shares vest over the service period of 3 years. The Company has recognized compensation expense of $95,014 on these shares as of September 30, 2010. The fair value of the unvested shares is $669,986 as of September 30, 2010.

The Company granted 158,506 shares of common stock to a consultant for the payment of January, February, and March, 2010 fees. The shares were valued at $12,823 based on the value of the stock on the grant date. The number of shares issued was based on a 10 day average stock price. During the nine months ended September 30, 2010, the Company recognized stock compensation expense of $12,823 related to stock issued during 2009 which vested during the period.

In May, 2010, the Company issued 425,000 shares of its common stock to a vendor for services rendered. The shares were valued at $38,250 and recorded as stock based compensation.

In August 2010, the Company entered into an agreement with a vendor whereby the vendor was issued 68,182 shares of common stock valued at $7,500 as an initial payment and was recorded as stock compensation. In the event the Company receives capital (debt or equity) which was initially identified by the vendor, the Company will be required to pay the vendor a finder’s fee of 2.5% of the aggregate capital provided which will be offset by this initial payment. In the event the Company receives equity capital which is initially identified by the vendor, the Company will also be required to issue five year warrants for 2.5% of the equity sold with an exercise price of $0.30.

In September, 2010, the Company issued 400,000 shares of its common stock to a vendor for services rendered. The shares were valued at $55,600 and recorded as stock based compensation.

Stock Option Awards

On September 21, 2010, through the Board of the Directors, the Company granted non-statutory options to purchase 6,000,000 shares each to two directors (one of whom is also the CEO of the Company). These were granted with an exercise price equal to $0.15 per share. The stock price on the grant date was $0.12. These options vest 33.33% on the commencement date, 33.33% on the first anniversary of the vesting commencement date and 33.33% on the second anniversary of the vesting commencement date.

Stock option activity summary covering options is presented in the table below:

	Number of Shares		Weighted- average Exercise Price		Weighted- average Remaining Contractual Term (years)
Outstanding at December 31, 2008
Granted		-		-		-
Exercised		-		-		-
Expired/Forfeited		-		-		-
Outstanding at December 31, 2009		-		-		-
Granted		12,000,000	$	0.15		9.98
Exercised		-		-		-
Expired/Forfeited		-		-		-
Outstanding at September 30, 2010		12,000,000	$	0.15		9.98
Exercisable at September 30, 2010		4,000,000	$	0.15		9.98

The 12,000,000 options that were granted had a weighted average grant-date fair value of $0.11 per share. During the nine months ended September 30, 2010, The Company recognized stock-based compensation expense of $464,641 related to stock options. As of September 30, 2010, there was approximately $879,587 of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of approximately 1.98 years.The intrinsic value of these options was $0 at September 30, 2010.

The fair value of the options granted during the year ended September 30, 2010 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Market value of stock on grant date	$	0.12
Risk-free interest rate (1)		2.61	%
Dividend yield		0.00	%
Volatility factor		158	%
Weighted average expected life (2)	6 years
Expected forfeiture rate		0	%

(1)	The risk-free interest rate was determined by management using the U.S. Treasury zero-coupon yield over the contractual term of the option on date of grant.
(2)	Due to a lack of stock option exercise history, the Company uses the simplified method under SAB 107 to estimate expected term.

LPC Agreement

On September 16, 2010, ESP signed a $5 million purchase agreement with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company. Upon signing the agreement, ESP received $100,000 from LPC as an initial purchase under the $5 million commitment in exchange for 666,667 shares of ESP common stock and warrants to purchase 666,667 shares of ESP common stock at an exercise price of $0.20 per share. The Company also issued 1,181,102 of shares of common stock as a commitment fee valued at $159,449.

ESP also entered into a registration rights agreement with LPC whereby the Company agreed to file a registration statement related to the transaction with the U.S. Securities & Exchange Commission (“SEC”) covering the shares that may be issued to LPC under the purchase agreement. After the SEC has declared effective the registration statement related to the transaction, the Company has the right, in its sole discretion, over a 30-month period to sell its shares of common stock to LPC in amounts up to $500,000 per sale, depending on certain conditions as set forth in the purchase agreement, up to the aggregate commitment of $5 million.

There are no upper limits to the price LPC may pay to purchase the Company’s common stock. The purchase price of the shares related to the $4.9 million of future funding will be based on the prevailing market prices of the Company’s shares immediately preceding the time of sales without any fixed discount, and the Company will control the timing and amount of any future sales of shares to LPC. LPC shall not have the right or the obligation to purchase any shares of common stock on any business day that the price of ESP common stock is below $0.10.

In addition, the Companywill issue to LPC up to 1,181,102 shares pro rata as LPC purchases the remaining $4.9 million as additional consideration for entering into the purchase agreement. The purchase agreement may be terminated by the Company at any time at the Company’s discretion without any cost to the Company. Except for a limitation on variable priced financings, there are no financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the agreement.

Private Placement Agreements

During nine months ending September 30, 2010, excluding the $100,000 of proceeds received in connection with the LPC Agreement (as described above), the Company received proceeds of $805,499 from sales of 11,507,155 units in a private placement. Each unit consist of one share of common stock, one warrant for the purchase of share of common stock at an exercise price of $0.25 for a period of one year from the date of subscription, and a second warrant for the purchase of a share of common stock at an exercise price of $0.75 for a period of one year beginning on the first anniversary of subscription. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: stock price on the measurement date of $0.05-$0.17; warrant term of 1-2 years; expected volatility of 156%-158% and discount rate of .33%-2.61%.

Note 7 – Related Party Transactions

As of December 31, 2009, ESP owed shareholders and management a total of $359,010. During the nine months ended September 30, 2010 the Company accrued additional salaries totaling $225,000 and reimbursed management for the prior year unreimbursed expenses totaling $316,662.

On June 2, 2010, the Company reached an agreement with CEO to cancel $130,000 of the Company’s indebtedness which was accounted for as contributed capital in Additional Paid in Capital.

As of September 30, 2010 and December 31, 2009, the Company had balances due to related parties as follows:

	September 30,		December 31,
	2010		2009
Due to CEO		134,360		216,500
Due to ESP Enterprises		58,139		116,061
Due to entities owned by President		2,988		84,488
	$	195,487	$	417,049

Note 8 – Subsequent Events

Pursuant to the LPC registration rights agreement described above, the Company filed a registration statement on October 15, 2010 with the Securities and Exchange Commission (the “SEC”) covering the shares that have been issued or may be issued to LPC under the Purchase Agreement. The registration statement included 18,028,871 shares consisting of 666,667 shares that were sold during September 2010 to LPC for $100,000, 15,000,000 additional shares that the Company may sell to LPC, 1,181,102 shares issued as a commitment fee, and 1,181,102 shares that the Company may issue as a commitment fee pro rata as up to $4,900,000 of the Company’s stock is purchased by LPC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. 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 our 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. Although we believe that the expectations reflected in the forward-looking statements are reasonable, 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.

Financial information contained in this quarterly report and in our unaudited interim consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, and unless otherwise indicated, the terms “we”, “us” and “our” mean ESP Resources, Inc., unless otherwise indicated.

Recent Development

On August 18, 2010, Mr. Chris Metcalf submitted to the Board of Directors of the Company his resignation as an officer, director and any and all other positions of the Company. The resignation of Mr. Metcalf was not the result of any disagreement with the Company on any matter relating to our operations, policies or practices. That same day, the Board of Directors of the Company accepted Mr. Metcalf’s resignation and appointed Mr. David Dugas to serve as the Chief Executive Officer and Chief Financial Officer of the Company

Corporate History

We were incorporated on October 27, 2004, in the State of Nevada. Our principal offices are located at 1255 Lions Club Road, Scott, LA 70583.

Effective September 28, 2007, we completed a merger with our subsidiary, Pantera Petroleum Inc., a Nevada corporation. As a result, we changed our name from “Arthro Pharmaceuticals, Inc.” to “Pantera Petroleum Inc.” We changed the name of our company to better reflect the direction and business of our company.

In addition, effective September 28, 2007, we effected a sixteen (16) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 common shares to 1,200,000,000 common shares - with the same par value of $0.001. At that time, our issued and outstanding share capital increased from 6,970,909 common shares to 111,534,544 common shares. The name change and forward stock split became effective with the OTC Bulletin Board at the opening for trading on September 28, 2007 under the new stock symbol “PTPE”.

In December 2008, the Company entered into an agreement with ESP Resources, Inc., a Delaware corporation (ESP Delaware), whereby the Company acquired 100% ownership of ESP Delaware in exchange for 292,682,297 common shares. As a result of this acquisition, we changed our name from “Pantera Petroleum, Inc.” to “ESP Resources, Inc.” On January 27, 2009, we effected a one (1) for twenty (20) reverse stock split of our common stock and received a new ticker symbol. The name change and reverse stock split became effective with the OTC Bulletin Board at the opening of trading on January 27, 2009 under the new symbol “ESPI”. Our new CUSIP number is 26913L104.

Our Current Business

We are a custom formulator of specialty chemicals for the energy industry through our wholly owned subsidiary, ESP Petrochemicals, Inc. (“ESPPI”).

ESP Petrochemicals, Inc.

Through our wholly owned subsidiary, ESP Petrochemicals Inc., we are a custom formulator of specialty chemicals for the energy industry. ESPPI’s more specific mission is to provide applications of surface chemistry to service all facets of the fossil energy business via a high level of innovation. ESPPI is focusing its efforts on solving problems in a highly complex integration of processes to achieve the highest level of quality petroleum output. Listening to its customers with their changing demands and applying its skills as chemical formulators enables ESPPI to measure its success in this endeavor.

ESPPI acts as manufacturer, distributor and marketer of specialty chemicals. ESPPI supplies specialty chemicals for a variety of oil field applications including separating suspended water and other contaminants from crude oil, pumping enhancement, and cleaning, as well as a variety of fluids and additives used in the drilling and production process. At each drilling site or well that is in production, there exist a number of factors that make each site unique. These include the depth of the producing formation, the bottom-hole temperature of the producing well, the size of the well head through which the producing fluids flow, the size and pressure ratings of the production equipment, including the separators, heater-treaters, compression equipment, size of production tubulars in the wellbore, size of the storage tanks on the customers location, and pressure ratings of the sales lines for the oil and gas products. Wells that are operating short distances from each other in the same field can have very different characteristics. This variance in operating conditions, chemical makeup of the oil, and the usage of diverse equipment requires a very specific chemical blend to be used if maximum drilling and production well performance is to be attained.

ESPPI's goal is first, to solve the customer’s problem at the well and optimize drilling or production, and secondly, the sale of product. Typically, the ESPPI team may gather information at a well site and enter this data into the analytical system at the company’s labs in Lafayette, Louisiana. The system provides testing parameters and reproduces conditions at the wellhead. This allows the ESPPI chemist to design and test a new chemical blend in a very short time. In many cases, a new blend may be in service at the well in as little as 24 hours.

Principal Products

Petrochemicals: Through ESPPI, we are a custom formulator of specialty chemicals for the energy industry. ESPPI’s more specific mission is to provide applications of surface chemistry to service all facets of the fossil energy business via a high level of innovation. ESPPI is focusing its efforts on solving problems in a highly complex integration of processes to achieve the highest level of quality petroleum output. Listening to its customers with their changing demands and applying its skills as chemical formulators enables ESPPI to measure its success in this endeavor.

ESPPI currently offers production chemicals, drilling chemicals, waste remediation chemicals, cleaners and waste treatment chemicals:

●	Surfactants that are highly effective in treating production and injection problems at the customer well-head.

●	Well completion and work-over chemicals that maximize productivity from new and existing wells. Bactericides that kill water borne bacterial growth, thus preventing corrosion and plugging of the customer well-head and flowline.

●	Scale compounds that prevent or treat scale deposits.

●	Corrosion inhibitors, which are organic compounds that form a protective film on metal surfaces to insulate the metal from its corrosive environment.

●	Antifoams that provide safe economic means of controlling foaming problems.

●	ESPPI emulsion breakers, which are chemicals specially formulated for crude oils containing produced waters. Paraffin chemicals that inhibit and/or dissolve paraffin to prevent buildup. Their effectiveness is not diminished when used in conjunction with other chemicals.

●	Water Clarifiers that solve any and all of the problems associated with purifying effluent water, improve appearance, efficiency and productivity.

Distribution Methods

ESP Petrochemicals, Inc.: ESPPI's goal is first, to solve the customer’s problem at the well and optimize drilling or production, and secondly, the sale of product. Typically, the ESPPI team may gather information at a well site and enter this data into the analytical system at the company’s labs in Lafayette, Louisiana. The system provides testing parameters and reproduces conditions at the wellhead. This allows the ESPPI chemist to design and test a new chemical blend in a very short time. In many cases, a new blend may be in service at the well in as little as 24 hours.

Once the chemical blend has been formulated and decided, the chemical is placed in service at the wellhead of the customer by delivering a storage tank, called a “day tank”, at the customer’s well-site location and filling the tank with the custom blended chemical. The tank is tied to a pressure pump that provides the pumping capacity to deliver the chemical into the wellhead for the customer.

This unique process shortens the chemical development time frame from what might have been as long as two months or more to a few days or hours. The exceptional service, response times and chemical products that the ESPPI team is able to provide its customers is a differentiating factor within the industry.

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with the unaudited interim consolidated financial statements and the notes to the unaudited interim consolidated financial statements included in this quarterly report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

Three month and nine month periods ended September 30, 2010 compared to three month and nine months periods ended September 30, 2009

The following table summarizes the results of our operations during the three months ended September 30, 2010 and 2009, and provides information regarding the dollar and percentage increase or (decrease) from 2009 to 2010.

	Three months ended September 30,						$ Increase			% Increase
	2010			2009			(Decrease)			(Decrease)
Sales	$	1,309,326			760,504			548,822			72	%
Cost of goods sold		721,988			529,005			192,983			36	%
Gross profit		587,338			231,499			355,839			154	%
Total general and administrative expenses		1,219,033			1,194,629			24,404			2	%


Impairment of oil and gas properties		-			799,899			(799,899	)		(100	% )
Depreciation and amortization expense		90,308			(680	)		90,988			13,381	%

Loss from operations		(722,003	)		(1,762,349	)		1,040,346			(59	% )
Total other income (expense)		(54,471	)		(238,025	)		183,554			(77	% )
Net loss		(776,474	)		(2,000,374	)		1,223,900			(61	% )

	Nine months ended September 30,						$ Increase			% Increase
	2010			2009			(Decrease)			(Decrease)
Sales	$	3,627,972		$	2,010,882			1,617,090			80	%
Cost of goods sold		1,684,029			1,278,018			406,011			32	%
Gross profit		1,943,943			732,864			1,211,079			165	%
Total general and administrative expenses		3,162,221			2,661,547			500,674			19	%


Impairment of oil and gas properties		-			1,067,381			(1,067,381	)		(100	% )
Depreciation and amortization expense		245,543			10,238			235,305			2,298	%

Loss from operations		(1,462,821	)		(3,006,302	)		1,543,481			(51	% )
Total other income (expense)		(273,552	)		(530,095	)		256,543			(48	% )
Net loss		(1,737,373	)		(3,536,397	)		1,799,024			(51	% )

Sales

Sales revenue increased by $548,822 for the three months ended September 30, 2010 and $1,617,090 for the nine months ended September 30, 2010. The increase was due to several factors. The customer base expanded due to increased sales coverage in the Southern Louisiana, South Texas and East Texas regions. ESPPI hired additional field service technicians in the East Texas region in the third quarter of 2010 and their sales contacts resulted in a direct increase in sales volumes from this region. ESPPI increased sales volume to several of our existing customers through supply of additional petrochemical products at our customer well-sites.

Cost of goods sold and gross profit

Cost of goods sold increased by $192,983 or 36% for the three months ended September 30, 2010 and increased by $406,011 or 32% for the nine months ended September 30, 2010.

Our gross profit increased by $355,839 or 154% for the three months ended September 30, 2010 and increased by $1,211,079 or 165% for the nine months ended September 30, 2010 as compared to the same periods in 2009.

Gross profit as a percentage of revenue was 45% for the three months ended September 30, 2010 and 54% for the nine months ended September 30, 2010. Such increase was mainly contributed by economies of increased purchases of raw materials on a per unit basis used in our blending operations and a greater efficiency in the service of our company delivery team resulting in a reduction in our service delivery cost. In addition, we experienced an increase in sales of higher gross margin chemical blends primarily in our south and east Texas regions.

General and administrative expenses

General and administrative expenses increased by $24,404 for the three months ended September 30, 2010 and increased by $500,674 for the nine months ended September 30, 2010. The increase in general and administrative expenses was primarily due to the increase in staff, an increase in facility rental as ESPPI took over the expenses of a larger rental facility in the South Texas, and the opening of a sales and blending facility in our Longview, Texas region. The personnel level of ESPPI increased from fourteen (14) employees in 2009 to nineteen (22) employees in 2010 to accommodate the increase in sales.

The stock based compensation included in the general and administrative expenses were $705,349 and $1,105,179 for the three months and nine months ended September 30, 2010, respectively, as compared to $1,003,444 and $1,703,902 for the same periods in 2009.

Net loss

Our net loss decreased to a loss of $776,474 and $1,737,373 for the three months and nine months ended September 30, 2010 respectively compared to a loss of $2,000,374 and $3,536,397 for the same periods of 2009. The primary reason for the decrease in the net loss was as a result of increase in revenue during the three month and nine months ended September 30, 2010.

EBITDA:

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) are a non-GAAP financial measure. We use EBITDA as an unaudited supplemental financial measure to assess the financial performance of its assets without regard to financing methods, capital structures, taxes or historical cost basis; its liquidity and operating performance over time in relation to other companies that own similar assets and that we believe calculate EBITDA in a similar manner; and the ability of our assets to generate cash sufficient for us to pay potential interest costs. We also understand that such data are used by investors to assess our performance. However, the term EBITDA is not defined under generally accepted accounting principles and EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with generally accepted accounting principles. When assessing our operating performance or liquidity, investors should not consider this data in isolation or as a substitute for net income, cash flow from operating activities, or other cash flow data calculated in accordance with generally accepted accounting principles. EBITDA for the three months and nine months ended September 30, 2010 was $7,493 compared to ($940,893), an increase of $948,386 from the same prior year period.

	Three months			Three months			Nine months			Nine months
	ended September 30,			ended September 30,			ended September 30,			ended September 30,
	2010			2009			2010				2009

Net loss	$	(776,474	)	$	(2,000,374	)	$	(1,737,373	)	$	(3,536,397	)

Add back interest expense, net of interest income		28,310			56,717			135,912			78,277

Add back depreciation and amortization		90,308			(680	)		245,543			10,238

Add back stock based compensation		705,349			1,003,444			1,105,179			1,703,902

EBITDA	$	7,493		$	(940,893	)	$	(290,739	)	$	(1,743,980	)

Cash Flow Used by Operating Activities

Operating activities used cash of $264,134 for the nine months ended September 30, 2010, compared to using $219,127 for the nine months ended September 30, 2009. The increase in cash used during the nine months ended September 30, 2010, was primarily due to increase in inventory.

Cash Flow Used in Investing Activities

Investing activities used cash of $534,989 for the nine month period ended September 30, 2010 compared to using $60,631 for the nine month period ended September, 2009. The cash used in investing activities was a result of the cash payment for the acquisition of Turf in 2009 and the purchases of fixed assets.

Cash Flow Provided by Financing Activities

Financing activities generated cash of $896,323 for the nine month period ended September 30, 2010 compared to generating $333,438 for the nine month period ended September 30, 2009. The increase in cash generated from financing activities during the nine months ended September 30, 2010, was a result of proceeds from the sales of units in a private placement.

Liquidity and Capital Resources

As of September 30, 2010, our total assets were $3,581,621 and our total liabilities were $3,409,090. We had cash of $122,307, current assets of $1,867,281, and current liabilities of $2,469,738 as of September 30, 2010. We had negative working capital of $602,457 on that date.

We will require additional funds to implement our growth strategy. To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the next twelve months. Funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Cash Requirements

Our plan of operations for the next 12 months involves the growth of our petrochemical business through the expansion of regional sales, and the research and development of new chemical and analytical services in areas of waste remediation, water treatment and specialty biodegradable cleaning compounds. As of September 30, 2010, our company had cash of $122,307 and a working capital deficit of $602,457.

We estimate that our general operating expenses for the next twelve month period to include at least $2,000,000 for professional fees and general and administrative expenses. Estimated operating expenses include provisions for consulting fees, salaries, travel, telephone, office rent, and ongoing legal, accounting, and audit expenses to comply with our reporting responsibilities as a public company under the United States Exchange Act of 1934, as amended.

We will require additional funds to continue our operations and implement our growth strategy in exploration operations. To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the next twelve month period. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

We incurred a net loss of $1,737,373 for the nine months ended September 30, 2010. As indicated above, we anticipate that our projected operating expenses for the next twelve months will be $2,000,000. We will be required to raise additional funds through the issuance of equity securities or through debt financing in order to carry-out our plan of operations for the next twelve month period. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates.

Given that we have had limited revenues to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operation and acquisition risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our company will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operation are based upon the condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. There have been no changes to our critical accounting policies from those described in our annual report on Form 10-K for the year ended December 31, 2009.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report, being September 30, 2010, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s President and Chief Executive Officer. Based upon that evaluation, our company’s President and Chief Executive Officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our President and Chief Executive Officer, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

For the nine months ended September 30, 2010, the Company received proceeds of $805,499 from sales of 11,507,155 units in a private placement. Each unit consist of one share of common stock, one warrant for the purchase of share of common stock at an exercise price of $0.25 for a period of one year, and a warrant for the purchase of a share of common stock at an exercise price of $0.75 for a period of one year beginning on the first anniversary of the issuance of the warrant. Each purchaser of the Securities represented to the Company that such purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D. The Company sold these unregistered securities in accordance with Rule 506 of Regulation D under the Securities Act of 1933, as amended. Proceeds were used for working capital to fund continuing operations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS.

Exhibit Number		Description

1.1		Licensing Agreement with Peter Hughes (incorporated by reference from our Registration Statement on Form SB-2 filed on April 18, 2006)

3.1		Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on April 18, 2006)

3.2		Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on April 18, 2006)

3.3		Articles of Merger filed with the Secretary of State of Nevada on September 19, 2007 and which is effective September 28, 2007 (incorporated by reference from our Current Report on Form 8-K filed on September 28, 2007)

3.4		Certificate of Change filed with the Secretary of State of Nevada on September 19, 2007 and which is effective September 28, 2007 (incorporated by reference from our Current Report on Form 8-K filed on September 28, 2007)

4.1		Regulation “S” Securities Subscription Agreement (incorporated by reference from our Registration Statement on Form SB-2 filed on April 18, 2006)

10.1		Share Purchase Agreement dated November 21, 2007 among our company, Pantera Oil and Gas PLC, Aurora Petroleos SA and Boreal Petroleos SA (incorporated by reference from our Current Report on Form 8-K filed on November 26, 2007)

10.2		Form of Advisory Board Agreement (incorporated by reference from our Current Report on Form 8-K filed on February 4, 2008)

10.3		Equity Financing Agreement dated February 12, 2008 with FTS Financial Investments Ltd. (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2008)

10.4		Return to Treasury Agreement dated February 26, 2008 with Peter Hughes (incorporated by reference from our Current Report on Form 8-K filed on February 28, 2008)

10.5		Amending Agreement dated March 17, 2008 with Artemis Energy PLC, Aurora Petroleos SA and Boreal Petroleos SA (incorporated by reference from our Current Report on Form 8- K filed on March 19, 2008)

10.6		Subscription Agreement dated February 28, 2008 with Trius Energy, LLC (incorporated by reference from our Quarterly Report on Form 10-QSB filed on April 14, 2008)

10.7		Joint Venture Agreement dated February 24, 2008 with Trius Energy, LLC (incorporated by reference from our Quarterly Report on Form 10-QSB filed on April 14, 2008)

10.8		Second Amending Agreement dated July 30, 2008 among our company, Artemis Energy PLC (formerly Pantera Oil and Gas PLC), Aurora Petroleos SA and Boreal Petroleos SA (incorporated by reference from our Current Report on Form 8- K filed on August 5, 2008)

10.9		Amended and Restated Share Purchase Agreement dated September 9, 2008 among company, Artemis Energy PLC (formerly Pantera Oil and Gas PLC), Aurora Petroleos SA and Boreal Petroleos SA (incorporated by reference from our Annual Report on for 10-KSB filed on September 15, 2008)

10.10		Agreement dated October 31, 2008 with Lakehills Production, Inc. and a private equity drilling fund (incorporated by reference from our Current Report on Form 8-K filed on November 5, 2008)

14.1		Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on August 28, 2007)

31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ESP RESOURCES, INC.

Date: November 15, 2010	By:	/s/ David Dugas
		David Dugas
		Chief Executive Officer and Director
		(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	ESP RESOURCES, INC.

Date: November 15, 2010	By:	/s/ David Dugas
		David Dugas
		Chief Executive Officer and Director
		(Principal Executive Officer and Principal Financial Officer)

Date: November 15, 2010	By:	/s/ Tony Primeaux
		Tony Primeaux
		Director

Date: November 15, 2010	By:	/s/ William M Cox
		William M. Cox
		Director