EURO SOLAR PARKS, INC. - FORM S-1/A

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EX-23.1 - EURO SOLAR PARKS, INC.	esp_ex23-1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Euro Solar Parks, Inc.


Nevada	3433	26-3866816
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

81 Elmwood Avenue Ho-Ho-Kus, N.J. 07423 917-868-6825

Agent For Service: Laughlin Associates, Inc. 2533 N. Carson Street Carson City, NV 89706, USA Phone: +1 (775) 883-8484 Fax: +1 (775) 883-4874 Web: www.laughlinusa.com

Copies to:
Novi & Wilkin Attorneys at Law 1325 Airmotive Way, Suite 140 Reno, NV 89502 775-232-1950 Fax: 775-201-8331

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] _______________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] ______________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] ______________________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed or a smaller reporting company

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered1)		Proposed Maximum Offering Price per Share ($)		Proposed Maximum Aggregate Offering Price ($)2)		Amount of Registration Fee ($)

Shares of Common Stock, $.001 par value		441,800	$	1.00	$	441,800	$	26.45

The shares of our Common Stock being registered hereunder for resale by the selling security holders named in the prospectus.

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act. The Company will derive no financial benefit from the sales of these shares. The shares will be offered at prevailing market prices or privately negotiated prices.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

Prospectus

Euro Solar Parks, Inc.

441,800 Shares of Common Stock

$1.00 per share

$441,800

This is the initial offering of Common stock of Euro Solar Parks, Inc. (ESP) and no public market currently exists for the securities being offered. ESP (“Company,” “we,” “us,” and “our”) will derive no financial benefit from the sales of these shares. The shares will be offered at $1.00 per share by its selling shareholders until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Further, there is no assurance that our common stock will ever trade on any market or securities exchange. We will not receive any proceeds from the resale of shares of common stock by the selling shareholders. We will pay for all of the expenses related to this offering.

Prior to this offering, there has been no public market for the Company’s common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation of its liabilities in the normal course of business. However, the Company has generated no revenues, has accumulated a loss during its development stage, and currently lacks the capital to pursue its business plan. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

Subject to Completion, Dated ____________, 2010

TABLE OF CONTENTS

	PAGE
SUMMARY OF PROSPECTUS	5
General Information about Our Company	5
The Offering	7
RISK FACTORS	8
RISKS ASSOCIATED WITH OUR COMPANY	8
RISKS ASSOCIATED WITH THIS OFFERING	13
DESCRIPTION OF OUR BUSINESS	18
General Information	18
Industry Background	18
Principal Services and their Markets	19
Distribution Methods	20
Status of Any Publicly Announced Services	20
Competition	20
Sources and Availability of Services	21
Dependence on One or a Few Major Members	21
Patents and Trademarks	21
Government and Industry Regulation	22
Research and Development Activities	22
Environmental Laws	22
Employees and Employment Agreements	23
DETERMINATION OF OFFERING PRICE	23
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	23
PLAN OF DISTRIBUTION	26
DESCRIPTION OF SECURITIES	27
INTERESTS OF NAMED EXPERTS AND COUNSEL	27
DESCRIPTION OF PROPERTY	28
LEGAL PROCEEDINGS	28
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	28
FINANCIAL STATEMENTS	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	50
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	57
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	57
EXECUTIVE COMPENSATION	59
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	61
INDEMNIFICATION	61
AVAILABLE INFORMATION	61

Euro Solar Parks, Inc.

81 Elmwood Avenue

Ho-Ho-Kus, NJ 07423

917-868-6825

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus regarding Euro Solar Parks, Inc. (the “Company”). In this Prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” and “ESP” are to the Company.

A CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which 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.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. 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.

GENERAL INFORMATION ABOUT OUR COMPANY

Euro Solar Parks, Inc was incorporated on October 21, 2008 in Nevada and has its headquarters office in Ho-Ho-Kus, New Jersey.

The Company will act as a holding company which will own 100% of the equity of local operating companies as subsidiaries’ they either acquire or develop The day-to-day operations of these subsidiaries will be managed in those countries where the group intends to have its solar power plants.

Euro Solar Parks, Inc. will control the local operating companies (country subsidiaries). This means the company will take care of the financial controlling and reporting of the entire group: will monitor the day-to-day operations of the local subsidiaries and will be responsible for investor and public relations and fund raising.

At the current development stage, Euro Solar Parks, Inc. will coordinates the evaluation and assessment procedures for the development of such solar power plants. This includes the research for and assessment of appropriate building land resources; the monitoring of the necessary governmental licensing procedures; the evaluation of appropriate engineers, hardware (PV systems) and software.

It is planned to start with operational work at the beginning of 2010.

WHERE YOU CAN FIND US

Our offices are located at:

Euro Solar Parks, Inc

81 Elmwood Avenue

Ho-Ho-Kus, NJ 07423

917-868-6825

Agent For Service:

Laughlin Associates, Inc.

2533 N. Carson Street

Carson City, NV 89706, USA

Phone: +1 (775) 883-8484

Fax: +1 (775) 883-4874

Web: www.laughlinusa.com

DESCRIPTION OF OUR BUSINESS

Euro Solar Parks will develop , build and operate commercial solar power plants with a focus on the European solar energy market. Our vision is to supply European emerging markets with healthy and affordable electrical energy resources.

Euro Solar Parks will act as a holistic general contractor, which means that the company will manage and control the entire process from development to construction up to operation and maintenance of solar power plants. Operations means, that the company will sell the electricity, produced by the wholly-owned solar power plant, to the local and/or national power networks of its target markets.

Euro Solar Parks, Inc. (ESP)

THE OFFERING

This prospectus covers the resale by the selling shareholders named in this prospectus of 44 1,800 shares of our common stock. The offered shares were acquired by the selling shareholders in private placement transactions, which were exempt from the registration requirements of the Securities Act of 1933. A Form D has been filed with the SEC. The selling shareholders will sell their shares of our common stock at a maximum of $1.00 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Further, there is no assurance that our common stock will ever trade on any market or securities exchange.

This is our initial public offering and no public market currently exists for shares of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock.

Securities Being Offered:	441,800 Shares of common stock, $.001 par value, at a price of $1.00 per share held by 44 selling shareholders at $1.00, for which the Company will receive no financial benefit.

Offering Price per Share:	$1.00

Offering Period:	The shares are being offered for a period not to exceed 180 days

Net Proceeds to Our Company:	We will not receive proceeds from the sale of the 44 1,800 common shares offered by our selling shareholders.

Use of Proceeds:	No proceeds to the Company

Number of Shares Outstanding Before the Offering:	4,145,800

Number of Shares Outstanding After the Offering:	4,145,800

SELECTED SUMMARY FINANCIAL DATA

This table summarizes our operating and balance sheet data as of the periods indicated. You should read this summary financial data in conjunction with the “Plan of Operations” and our audited financial

Balance Sheet Data:	As of September 30, 2009
	(Unaudited)
Cash and cash equivalents	$	56,519
Total assets		62,787
Total liabilities		19,265
Stockholders’ Equity	$	43,522

	As of
Statement of Operations Data:	September 30, 2009
	(Unaudited)
Revenues	$	0
Total operating expenses	$	37,507
Net (loss)	$	(37,507	)
Net (loss) per share	$	(.01)

Weighted average number of shares
Outstanding – basic and diluted		4,099,900

	From October 21,
	2008 (Inception) to
Statement of Operations Data:	September 30, 2009
	(Unaudited)
Revenues	$	0
Total operating expenses	$	58,866
Net (loss)	$	(58,866	)

RISK FACTORS

RISKS ASSOCIATED WITH OUR COMPANY:

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this Prospectus, before making an investment decision concerning the common stock.

GOING CONCERN

WE MAY CONTINUE TO LOSE MONEY, AND IF WE DO NOT ACHIEVE PROFITABILITY, WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS.

Incurred losses

Since its inception, the company has incurred net losses and has negative cash flows from operations. Euro Solar Parks plans to enter commercial business activity in early or summer of 2010. Euro Solar Parks expects to continue to make significant capital expenditures and anticipate that these expenses will increase in the near term as the company continues to acquire land resources, to develop its operations and additional personnel. Euro Solar Parks does not expect to become profitable until after the first entire solar power plant is in operation.

The business plan foresees the following agenda: First project will be a 6MWp solar power plant on a 100,000 m2 land resource. Based on several comparable projects, we expect a total development time frame of 6 to 9 months until the first power plant starts feeding the grid. This timeframe includes planning, construction and connection to the power grid. Euro Solar Parks does not expect to become profitable until after the first entire solar power plant is in operation, which is expected as per beginning of 2011.

We have, in our history, generated no revenues from operations, have incurred substantial expenses, and have sustained losses. In addition, we expect to continue to incur significant operating expenses. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future. We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses, and cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some beyond our control, market acceptance of our products, and services and competition.

THE COMPANY IS SUBJECT TO THE RISKS INHERENT IN THE CREATION OF A NEW BUSINESS.

Early-stage-company

Euro Solar Parks is an early-stage company that seeks to take advantage of the construction and operation of wholly-owned solar power plants and to sell electricity, produced by solar energy.

There is little meaningful historical financial or other information available upon which an evaluation of our business and prospects can be done. Euro Solar Parks has not begun construction of solar power plants or sale of electricity through solar power plants. At this early stage, Euro Solar Parks has less insight into how market and technology trends may affect Euro Solar Park’s business than the company expects to have in the future. The revenue and income potential of Euro Solar Park’s business is unproven. As a result, business and prospects should be considered in light a lack of operating history and the challenges that Euro Solar Parks will face as an early-stage company. If Euro Solar Parks is not able to develop its business, the company will not be able to achieve its goals and could suffer economic loss, in which case an investor may lose his entire investment.

The Company is subject to substantially all the risks inherent in the creation of a new business. As a result of its small size and capitalization and limited operating history, the Company is particularly susceptible to adverse effects of changing economic conditions and consumer tastes, competition, and other contingencies or events beyond the control of the Company. It may be more difficult for the Company to prepare for and respond to these types of risks and the risks described elsewhere in this Registration Statement than for a company with an established business and operating cash flow.

WE DO NOT HAVE ANY SIGNED AGREEMENTS OR CONTRACTS AT THIS TIME.

Currently, Euro Solar Parks, Inc. does not have any customers and has not signed any sales contracts as of September 30, 2009 .

ANY FAILURE TO MAINTAIN ADEQUATE GENERAL LIABILITY, COMMERCIAL, AND SERVICE LIABILITY INSURANCE COULD SUBJECT US TO SIGNIFICANT LOSSES OF INCOME.

We do not currently carry general liability, service liability and commercial insurance, and therefore, we have no protection against any general, commercial and/or service liability claims. Any general, commercial and/or service liability claims will have a material adverse effect on our financial condition. There can be no assurance that we will be able to obtain insurance on reasonable terms when we are able to afford it.

ASSETS AND OPERATIONS OUTSIDE THE UNITED STATES

Although Euro Solar Parks, Inc. was organized under the laws of the State of Nevada, the company’s principal operations and business offices will be located outside of the United States of America.

As such, it may be difficult for investors to enforce judgments against the company that are obtained in the United States in any action, including actions predicated upon civil liability provisions of the federal securities laws. In addition, nearly all of the assets of the company will be located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against the company or such persons judgments predicated upon the liability provisions of United States securities laws. In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against the company. Under United States bankruptcy laws, courts typically have jurisdiction over a debtor’s property, wherever it is located, including property situated in other countries. Courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction. Accordingly, you may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States. Any orders or judgments of a bankruptcy court obtained by you in the United States may not be enforceable.

THE PLANNED INCREASE IN THE NUMBER OF CUSTOMERS USING OUR SERVICE MAY MAKE OUR FUTURE RESULTS UNPREDICTABLE.

Our future results depend on various factors, including successful selection of new markets, market acceptance of the ESP experience, consumer recognition of the quality of our services and products and willingness to pay our prices and general economic conditions.

OUR REVENUE GROWTH RATE DEPENDS PRIMARILY ON OUR ABILITY TO MULTIPLY OUR BUSINESS MODEL AND EXPAND OUR OPERATIONS.

We may not be able to identify and maintain the necessary markets as wells as relationships with our customers and suppliers. Our ability to execute our business plan also depends on other factors, including:

·	negotiating representation and marketing agreements with acceptable terms;

·	hiring and training qualified personnel;

·	managing marketing and development costs at affordable levels;

·	cost and availability of labor;

A FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD HARM OUR BUSINESS AND OPERATING RESULTS.

Our plans call for a significant increase in the growth of Solar Parks in Europe. Financial and management controls and information systems may be inadequate to support our expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain management and staff. We may not respond quickly enough to the changing demands that our expansion will impose on our management, employees and existing infrastructure. We also place a lot of importance on our culture, which we believe will be an important contributor to our success. As we grow, however, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. Our failure to manage our growth effectively could harm our business and operating results.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND COULD FALL BELOW THE EXPECTATIONS OF INVESTORS DUE TO VARIOUS FACTORS.

Inability to complete business plans

Euro Solar Parks may be unable to complete its development, construction and commercialization plans and the failure to do so will significantly harm the company’s business plans, prospects, results of operations and financial condition.

Commercializing the solar power plants as planned and projected depends on a number of factors, including:

achievement of certain critical licenses;

further plant and producing process development;

research, evaluation and purchase of latest state-of-the-art PV-technology;

development of the necessary large scale production capabilities;

completion and implementation of the company’s procurement management;

completion and implementation of the company’s distribution channels;

building and operating the initial solar power plant and demonstrating efficiencies that will make the company’s electricity attractively priced.

Further, the company has focused primarily on research, assessment and acquisition of appropriate land resources. Euro Solar Parks does not know whether the processes, products or services the company has developed will be capable of delivering solar energy to local / national power networks that meet the requirements for cost, schedule, quality, engineering, production standards, field certification, and volume requirements.

Because of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. In the future, our operating results may fall below the expectations of investors. In that event, the value of our Common Stock or other securities would likely decrease.

OUR REVENUE IS SUBJECT TO VOLATILITY BASED ON THE GLOBAL ECONOMY, PRICING AND DEMAND FOR ELECTRICAL ENERGY.

World events and other factors could also cause our revenue to fluctuate from quarter to quarter.

WE MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL ON ACCEPTABLE TERMS.

Requirement of significant additional funds

To date, Euro Solar Parks has had negative cash flows from the inception and set-up of its operations and has depended on sales of the company’s equity securities to meet the cash requirements. The company’s ability to expand its operations and to develop fully operating solar power plants will depend upon the company’s ability to raise significant additional financing as well as to generate revenue. If Euro Solar Parks is unable to obtain such financing, the company will not be able to develop its business. Specifically, Euro Solar Parks will need to raise additional funds to:

incorporate local subsidiaries;

acquire appropriate land resources;

develop the acquired land resources into commercial and/or industrial ground;

plan, develop and construct solar power plants;

purchase the necessary equipment, such as photovoltaic modules;

connect solar power plants with local / national power networks;

pay current operational cost for the maintenance of its solar power plants;

finance marketing and sales activities.

Euro Solar Parks may not be able to obtain additional equity or debt financing as required. Even if financing is available, it may not be available on terms that are acceptable or favorable to the company or in sufficient amounts to satisfy the company’s requirements. If the company requires, but is unable to obtain, additional financing in the future, Euro Solar Parks may be unable to implement its business plan and growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if Euro Solar Parks is unable to raise additional financing when required, the company may be forced to scale down its operations and its ability to generate revenues may be reduced. There are no current arrangements to secure any such financing.

Developing our business may require significant capital in the future. To meet our capital needs, we expect to rely on our cash flow from operations and potentially, third-party financing. Third-party financing may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions, such as financial covenants under any future credit facility. These factors may make the timing, amount, terms and conditions of additional financings unattractive. Our inability to raise capital could impede our growth.

WE MAY HAVE SIGNIFICANT DELAYS

Completing the construction and installation of the first solar power plant is subject to significant risks, including risks of delays, which might be caused by problems with the development of land resources, engineering problems, equipment problems, cost overruns and other start-up and operating difficulties. Significant delays might occur during the phases of the acquisition and/or development of land resources, especially when land resources need to be transformed into and licensed for commercial / electricity production purpose. Further delays might occur during the construction period as well as at the stage of connecting the completed solar power plant with the power grid.

If the company experiences any of these or similar difficulties Euro Solar Parks may be unable to complete its first solar power plant and Euro Solar Parks would likely have no production capacity and investors could lose their entire investment.

WE ARE EXPOSED TO INCREASED COSTS AND RISKS ASSOCIATED WITH COMPLIANCE WITH CHANGING LAWS, REGULATIONS AND STANDARDS IN GENERAL, AND SPECIFICALLY WITH INCREASED AND NEW REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS.

We expect to spend an increased amount of management time and external resources to comply with existing and changing laws, regulations and standards in general, and specifically relating to corporate governance under the Sarbanes-Oxley Act of 2002. In particular, Section 404 of the Sarbanes-Oxley Act of 2002 requires management to annually review and evaluate all of our internal control systems, and file attestations of the effectiveness of these systems by our management and by our independent auditors. This process may require us to hire additional personnel and use outside advisory services and result in additional accounting and legal expenses. If in the future our chief executive officer, chief financial officer or independent auditors determine that our controls over financial reporting are not effective as defined under Section 404, investor perceptions may be adversely affected and could cause a decline in the value of our stock. If our independent auditors are unable to provide an unqualified attestation of management’s assessment of our internal control over financial reporting, or disclaim an ability to issue an attestation, it could result in a loss of investor confidence in our financial reports, adversely affect our stock value and our ability to access the capital markets or borrow money. Failure to comply with other existing and changing laws, regulations and standards could also adversely affect the Company.

RISKS ASSOCIATED WITH THIS OFFERING

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE THE COMPANY’S MAJOR SHAREHOLDER WILL CONTROL NOT LESS THAN 63% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK.

Presently, the Company’s major shareholder beneficially owns 2,900,000 (69.9%) shares of the outstanding common stock of the Company. Because of such ownership, investors in this offering will have limited control over matters requiring approval by ESP shareholders, including the election of directors. Such concentrated control may also make it difficult for ESP stockholders to receive a premium for their shares of ESP in the event the Company enters into transactions which require stockholder approval. In addition, certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire control of the Company. For example, Nevada law provides that a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders.

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF ESP FAILS TO IMPLEMENT ITS BUSINESS PLAN.

The Company expects to face substantial risks, uncertainties, expenses, and difficulties because it is a development-stage company. ESP was formed in Nevada on October 21, 2008. The Company has no demonstrable operations record of substance upon which investors can evaluate the Company’s business and prospects. ESP prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. The Company cannot guarantee that it will be successful in accomplishing its objectives.

COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.

We will compete with many well-established companies. Aggressive pricing by our competitors or the entrance of new competitors into our markets could reduce our revenue and profit margins.

Electric utility companies could lobby for a change in the relevant legislation in their markets to protect their current revenue streams. Any adverse changes to the regulations and policies of the solar energy industry could deter other electricity providers or important investors from the markets, targeted by Euro Solar Parks, Inc.

Any changes to government regulations or utility policies that favors electric utility companies could reduce the company’s competitiveness and cause a significant reduction in demand for electricity, produced and delivered by Euro Solar Parks, Inc.

The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete with the larger more established electric power industry.

Most, if not all, of the company’s competitors across each of these segments are more established, benefit from greater market recognition and have substantially greater financial, development, producing and marketing resources than Euro Solar Parks. If we the company is unable to effectively compete for customers and suppliers, the Company’s financial condition and results of operations will suffer.

Euro Solar Parks is a new player in the market for energy supply in general and renewable energy products in particular. The company has never have sold electricity on a mass market commercial basis, and does not know whether the company will be accepted by the market as a reliable supplier of renewable energy.

The market for renewable energy is at a relatively early stage of development and the extent to which the market for solar energy will be widely adopted is uncertain. If the company or its products are not accepted by the market, the company’s business plans, prospects, results of operations and financial condition will suffer. Moreover, demand for solar energy in the company’s targeted emerging markets, such as Ukraine, Hungary, Romania, Bulgaria, Turkey and Greek as well as miscellaneous South-American countries, may not develop or may develop to a lesser extent than the company anticipates. The ability to sell the company’s energy products at a reasonable price per watt may be affected by a number of factors, many of which are beyond the company’s control, including but not limited to:

The company’s failure to produce solar energy-based electricity that competes favorably against other energy products on the basis of cost, quality and performance;

Competition from conventional energy sources and alternative distributed generation technologies, such as wind and water energy;

The company’s failure to develop and maintain successful relationships with governmental bodies, local decision makers, systems integrators and other engineers, as well as strategic partners; and

Customer acceptance of solar energy products.

If the company’s proposed energy products fail to gain sufficient market acceptance, the company’s business plans, prospects, results of operations and financial condition will suffer.

ESP MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.

The Company has limited capital resources. To date, the Company has funded its operations from limited funding and has not generated sufficient cash from operations to be profitable. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available.

THE COSTS TO MEET OUR REPORTING AND OTHER REQUIREMENTS AS A PUBLIC COMPANY SUBJECT TO THE EXCHANGE ACT OF 1934 WILL BE SUBSTANTIAL AND MAY RESULT IN US HAVING INSUFFICIENT FUNDS TO EXPAND OUR BUSINESS OR EVEN TO MEET ROUTINE BUSINESS OBLIGATIONS.

If we become a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these accounting, legal and other professional costs could range up to $15,000 per year in the next few years and will be higher if our business volume and activity increases but lower during the first years of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY-HELD COMPANY.

The directors and management of publicly-traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do not carry directors and officers’ liability insurance. Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain. If we are unable to provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.

We may lose potential independent board members and management candidates to other companies that have greater directors and officer’s liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date, which can offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

WE MAY NOT ACHIEVE RESULTS SIMILAR TO THE FINANCIAL PROJECTIONS IN THIS REGISTRATION.

Any projections and related assumptions discussed in this registration were based on information about circumstances and conditions existing as of the date of this Prospectus. The projections and estimated financial results are based on estimates and assumptions that are inherently uncertain and, though considered reasonable by us, are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Accordingly, there can be no assurance that the projected results will be realized or that actual results will not be significantly lower than projected. We do not intend to update the projections. The inherent uncertainties in results increase materially for years closer to the end of the projected period. Neither we nor any other person or entity assumes any responsibility for the accuracy or validity of the projections.

YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN ESP BECAUSE THERE IS NO PUBLIC MARKET FOR THE COMPANY’S STOCK.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. A market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the Over the Counter Bulletin Board (“OTC Bulletin Board”) maintained by FINRA. Commencing upon the effectiveness of our registration statement of which this Prospectus is a part we will seek out a market maker The OTCBB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require. If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock at this time and none may do so.

There is no public market for the Company’s common stock. One major shareholder currently holds 69.9% of the ESP issued and outstanding common stock. Therefore, the current and potential market for ESP common stock is limited. No market is available for investors in ESP common stock to sell their shares if the Company does not acquire listing status. The Company cannot guarantee that a meaningful trading market will develop.

If ESP stock ever becomes tradable, of which the Company cannot guarantee success the trading price of ESP common stock could be subject to wide fluctuations in response to various events or factors, many of which are or will be beyond the Company’s control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of the Company stock.

ALL OF ESP ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF ESP COMMON STOCK COULD BE ADVERSELY AFFECTED.

All of the presently outstanding shares of common stock, aggregating 4,145,800 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided the company is current in its reporting obligations under the Exchange Act), subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. The Company currently has one major shareholder who owns 2,900,000 restricted shares or 69.9% of the outstanding common stock. When these shares become unrestricted and available for sale, the sale of these shares by this individual, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company common stock in any market that might develop.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD, WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

This is our initial registration and there is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. A market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA. Commencing upon the effectiveness of our registration statement of which this Prospectus is a part we will seek out a market maker. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require. If for any reason our common stock is not quoted on the Over the Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

DIVIDEND RISK

At present, we are not in a financial position to pay dividends on our common stock and future dividends will depend on our profitability. Investors are advised that until such time the return on our common stock is restricted to an appreciation in the share price.

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION, AND THE TRADING MARKET IN OUR COMMON STOCK IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE INVESTMENT VALUE OF OUR STOCK.

Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act. For any transaction involving a penny stock, unless exempt, the rules require:

That a broker or dealer approve a person’s account for transactions in penny stocks; and

That the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination. Additionally, the broker or dealer must receive a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, the commission’s payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD AND ABUSE.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

To date, we have had no trading volume in our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of common stock under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

This is our initial registration and there is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. A market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this Prospectus is a part. There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require. If for any reason our common stock is not quoted on the Over the Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

DESCRIPTION OF OUR BUSINESS

Euro Solar Parks intends to develop, build and operate commercial solar power plants with a focus on the European solar energy market. Our vision is to supply European emerging markets with healthy and affordable electrical energy resources.

Operations means, that the company will sell the electricity, produced by the wholly-owned solar power plant, to the local and/or national power networks of its target markets.

GENERAL INFORMATION ABOUT OUR COMPANY

Euro Solar Parks, Inc was incorporated on October 21, 2008 in Nevada and has its headquarters office in Ho-Ho-Kus, New Jersey.

The Company will act as a holding company which will own 100% of the equity of local operating companies as subsidiaries’ they either acquire or develop. The day-to-day operations of these subsidiaries will be managed in those countries where the group intends to have its solar power plants.

Euro Solar Parks, Inc. will control the local operating companies (country subsidiaries). This means the company will take care for the financial controlling and reporting of the entire group, will monitor the day-to-day operations of the local subsidiaries and will be responsible for investor and public relations and fund raising.

At the current development stage, Euro Solar Parks, Inc. will coordinate the evaluation and assessment procedures for the development of such solar power plants. This includes the research for and assessment of appropriate building land resources; the monitoring of the necessary governmental licensing procedures; the evaluation of appropriate engineers, hardware (PV systems) and software.

The company plans to commence with the operational work at the beginning of 2010, which will include, first of all, the formation of the first local subsidiary, the set-up of local office infrastructure and engagement of operational staff. Furthermore, the company will drive the development of its first solar power plant project through initializing the acquisition process of necessary land resources and immediate start of the detailed planning work for a first solar power plant with an approximate power output up to 6 megawatt peak (MWp). Parallel to the ongoing development work, the company will enter into negotiations with banks, institutional investors and government investment funds to ensure a proper project financing, which is fundamental precondition to start with the plant construction work.

Based on our research on several comparable projects, we expect a total development time frame of 9 to 12 months maximum until the first power plant will be ready to start feeding the grid. For the period of the next 12 months, we estimate costs from $100,000 to $150,000 to finance the start of our operational work.

As of today, we are not able, yet, to determine in detail the amount of cash and capital requirements to finance the acquisition of land resources and the construction of our first solar power plant, since acquisition and construction cost depend on the current demand and supply situation in a specific target market. The development of appropriate financing concepts will be part of the early operational work.

INDUSTRY BACKGROUND

Currently, the production and sale of renewable energy is actively supported by the European Union and its member countries through various means such as subsidies, investment programs, tax incentives and guaranteed feed-in tariffs (aka input charges).

Feed-in tariffs are based on the obligation of the European countries to purchase renewable energy at a price level that allows competing against traditional electricity suppliers.

Within the European Union, feed-in tariffs range from about EUR 0.20 to EUR 0.55 per kWh. There is no common flat unit price throughout the entire European Union but different input charges for each single member country, based on the individual Renewable Energy Act of each European Union member country.

Feed-in tariffs (or input charges) depend on a selection of different parameters:

Geographical market (each country defines its own feed-in tariff structure)

Specific size of a solar power plant (indicated by megawatt output (MW) and kilowatt peak)

Specifically average output volume (indicated by kilowatt per hour)

Type of solar power plant and interconnection to other power plants

Other factors that have a significant influence on feed-in tariffs and, therefore, on the company’s revenue, cash flows and profits are:

Duration of state-guaranteed feed-in tariffs (defined by each country; the range goes from 20 to 30 years)

Rate of price degression (usually state-guaranteed feed-in tariffs decrease over the a certain time period by a certain percentage; such degression degree can range between 3% and 6% per year)

Inflation (some European countries fix the annual feed-in tariff with the national inflation rate)

PRINCIPAL SERVICES AND THEIR MARKETS

Euro Solar Parks is active in the Energy Sector; especially in the field of renewable energy with focus on solar energy. The Company intends to plan, develop, construct, operate and maintain solar power plants. The final product that the Company will sell, and that will generate income and cash flow, is electricity produced through solar energy.

ESP will act as a holistic general contractor, which means the Company will manage and control the entire process from development to construction up to operation and maintenance of solar power plants. This will include the following services:

Planning & development of complete turn-key solar power plants

Research, assessment & acquisition of the necessary land resources

Evaluation, assessment & purchase of appropriate PV systems

Management & super vision of the entire plant construction work

Day-to-day electricity production and feed-in into local / national power grids

Management & maintenance of the solar power plant installation

Relationship to the local authorities and electricity supplier

The Company will focus on emerging markets in Eastern Europe and South America that guarantee, for a period of at least 25 years, growing demand for renewable energy, attractive input charges and low maintenance cost.

Geographic markets of major interest are: Rumania, Ukraine, and Bulgaria as well as Turkey and Greece and several local markets in South-America.

As of 2010, the Eastern European countries do not show a significant solar power plant industry, yet, since most of the European financial support programs for renewable energy were focused on European Western countries, such as Germany, Spain and Portugal, in the past.

As a consequence of the ongoing extension and development of the European Union, this trend has changed during the last twenty-four months. Eastern European countries can now benefit from direct and indirect support from the European Union in form of significant subsidies for projects in the field of renewable energy, which opens attractive chances to successfully participate in the local market for energy supply.

DISTRIBUTION METHODS

Euro Solar Parks intends to develop solar power plants for nation-wide general power networks. Target clients are national utility corporations, owned either by a government body or group of private shareholders who will purchase electricity directly from the company’s local solar power plants. Euro Solar Parks will not develop and/or build insular plants, which are only used for supplying buildings and smaller private communities and that are not connected to the nation-wide network. Therefore, Euro Solar Parks, Inc. will only handle B2B (business to business) customers but not retail customers.

To successfully enter the targeted markets, excellent relationships to senior decision makers of governmental bodies and/or private utility companies are crucial key success factors.

Actually, Euro Solar Parks is developing an external network of seasoned experts acting as representatives and lobbyist who are in charge of providing access to the relevant decision makers of governmental bodies and private utility companies. The direct access to senior decision makers is essential to shorten time frame of national application and licensing procedures and to accelerate the development and set-up of operations.

Representatives and other necessary local experts / advisors will be engaged and retained on the basis of temporary consulting agreements; consulting fees will be split into basis retainers and success fees.

STATUS OF ANY PUBLICLY ANNOUNCED SERVICES

None at this time

COMPETITION

Efforts of electric utility companies lobbying to protect their revenue streams

Euro Solar Parks is and will be a new player in the market for energy supply in general and renewable energy products in particular. The company’s competitive business conditions will depend on the various geographical target markets and the specific development stage of their local solar energy industry.

Euro Solar Parks expects significant competition from traditional electric utility companies as well as from other newly established alternative energy suppliers, both aiming to enter the market for renewable energy products. Most of these competitors are more established, have more market experience, benefit from greater market recognition and have substantially greater financial, development, producing and marketing resources than Euro Solar Parks. Strong and well-established competitors could lobby for a change in the relevant legislation in their markets to protect their current revenue streams. Any adverse changes to the regulations and policies of the solar energy industry could harm the company’s business model and render the planned business strategy obsolete.

In addition, electricity generated by PV-power plant systems mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as flat rate pricing, would require PV systems to achieve lower prices in order to compete with the price of electricity. Therefore Euro Solar Parks not only competes against well-established energy utility companies but also with the technology as well as pricing and cost structure of other solar energy suppliers.

In order to successfully compete, the company will focus on a precisely defined business strategy that concentrates on the following strategic key factors:

- Lean company structure to avoid excessive administration and management cost;

- Strong investment discipline in the areas of acquisition of land resources and purchase of PV systems;

- Selective cooperation with locally leading legal advisors and engineering firms;

- Implementation of PV systems that provide “state-of-the-art” technology at favorable prices;

- Continuing cost and performance controlling to ensure profitable operations.

In comparison to traditional energy utility companies within the targeted geographical markets, we believe that we will have a unique combination of competitive strengths including fast decision process, flexible company structure and access to cost efficient PV technology.

Nevertheless, the market for renewable energy is at a relatively early stage of development and the extent to which the market for solar energy will be widely adopted is uncertain. If our company or our products are not accepted by the market, our business plans, prospects, results of operations and financial condition will suffer. Moreover, demand for solar energy in our targeted emerging markets, such as Ukraine, Hungary, Romania, Bulgaria, Turkey and Greek as well as miscellaneous South-American countries, may not develop or may develop to a lesser extent than we anticipates. Our ability to sell our energy products at a reasonable price per watt may be affected by a number of factors, many of which are beyond our control, including but not limited to:

• Our failure to produce solar energy-based electricity that competes favorably against other energy products on the basis of cost, quality and performance;

• Competition from conventional energy sources and alternative distributed generation technologies, such as wind and water energy;

• Our failure to develop and maintain successful relationships with governmental bodies, local decision makers, systems integrators and other engineers, as well as strategic partners.

If our proposed energy products fail to gain sufficient market acceptance, our business plans, prospects, results of operations and financial condition will suffer.

SOURCES OF AND AVAILABILITY OF SERVICES AND MATERIALS

Dependence on important third-party suppliers

Euro Solar Parks will depend on a limited number of third-party suppliers that will be responsible for engineering services and the supply of photovoltaic systems (aka PV systems).

A critical topic is the evaluation, selection and acquisition of the necessary photovoltaic system (PV system). PV systems have to meet geographical and meteorological preconditions of a specific geographical target market. The selection of a PV system supplier that meets exactly the requirements of such specific geographical target market is essential for the ability of a solar power plant to produce efficient and profitable.

From this point of view, Euro Solar Parks, Inc. mainly depends on the knowledge and expertise of potential suppliers of PV systems. Any disruption from such service and material suppliers could prevent the company from building solar power plants and producing and selling cost-effective electricity.

Euro Solar Parks will use knowledge, materials and components procured from a limited number of external experts and third-party suppliers. We currently work together with a small amount of experts in the field of development and construction of solar power plants. The company does not currently have in place any supply contracts. If the company fails to maintain its relationships with these experts and suppliers, or fail to secure additional supply sources from other service and product suppliers, the company may be unable to develop solar power plants and to produce electricity from solar energy or the electricity delivered may be available only at a higher cost or after a long delay. Any of these factors could prevent Euro Solar Parks from delivering its products to customers within required timeframes, resulting in potential order cancellations and lost revenue.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We currently do not have any customers or signed any sales contracts with our potential customers.

As a nature of the energy sector, energy suppliers for mass consumption need to deal with a small amount of large-scale distributors who buy electricity from these suppliers. Since Euro Solar Parks will not develop and/or build insular plants, which are only used for supplying buildings and smaller private communities and that are not connected to the nation-wide network, target clients of Euro Solar Parks are national utility corporations, owned either by a government body or private shareholders. Therefore, the amount of different potential customers is heavily limited.

European large-scale distributors who buy electricity from independent suppliers of renewable energy, such as solar energy, usually have to enter into long-term agreements that guarantee fixed feed-in tariffs for a minimum period of 20 years. Such feed-in tariffs are based on the obligation of the European countries to purchase renewable energy at a price level that allows competing against traditional electricity suppliers. Terms and conditions of feed-in agreements are based on and regulated through the individual Renewable Energy Act of each European Union member country, but are also part of individual negotiations with potential end-customers. Individual feed-in agreements may include special clauses that allow customers to adjust feed-in tariffs to national degression rates and/or inflation rates.

The change of feed-in tariffs or loss of one of these larger customers or their default in payment could significantly reduce the company’s revenues and harm the operating results. The company’s customer relationships still have to be developed over the next months and years. Therefore, Euro Solar Parks cannot guarantee that the company will continue to receive significant revenues from these customers over the long term.

PATENTS AND TRADEMARKS

The Company currently has no registered patents or trademarks.

It is not planned that the company will acquire any registered patents or trademarks in the near future, since the planned business activity of Euro Solar Parks, Inc. does not depend directly on any kind of patents, copyrights or trademarks.

Patents and trademarks are usually held by manufacturing companies of photovoltaic (PV) cells and modules, and/or held by suppliers of entire PV systems. The purchase and implementation of a certain PV system technology usually includes the right to use the technology behind the implemented PV system.

GOVERNMENT AND INDUSTRY REGULATION

Regulations and policies and changes to these regulations and policies

The market for electricity generating power plants is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities.

These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In a number of countries, these regulations and policies have been modified in the past and may be modified again in the future. In addition, electricity generated by photovoltaic systems (aka PV systems), whereas electric current is generated by the conversion of sunlight energy into direct current, mostly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate, would require PV systems to achieve lower prices in order to compete with the price of electricity generated using other technologies.

Dependence on government subsidies and economic incentives

The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity could result in the diminished competitiveness of solar energy relative to conventional and non-solar renewable sources of energy, which would negatively affect the growth of the solar energy industry overall and the company’s net sales specifically.

Euro Solar Parks believes that the near-term growth of the market for on-grid applications, where solar energy is used to supplement the electricity a consumer purchases from the utility network, depends significantly on the availability and size of government and economic incentives. Currently the cost of solar electricity substantially exceeds the retail price of electricity in every significant market in the world. As a result, federal, state and local governmental bodies in many countries have provided subsidies in the form of tariffs, rebates, tax write-offs and other incentives to end-users, distributors, systems integrators and manufacturers of solar power plant systems and PV products.

Political changes in the company’s geographical target markets could result in significant reductions or the elimination of incentives. Many of these government incentives could expire, phase-out over time, exhaust the allocated funding or require renewal by the applicable authority. A reduction, elimination or expiration of government subsidies and economic incentives for solar electricity could result in the diminished competitiveness of solar energy, which would in turn hurt the company’s sales and financial condition.

RESEARCH AND DEVELOPMENT ACTIVITIES

Technological changes

Technological changes in the solar power industry could render the planned solar power plants obsolete, which could prevent Euro Solar Parks from achieving sales and market share in the future. At this time the company does not have any operating power plants nor does it own any specialized technology of its own.

If the company will not be able to implement new approaches of producing electricity from solar energy that can compete with such technological changes, the company will risk that its solar electricity could become uncompetitive or obsolete, which could prevent Euro Solar Parks from increasing sales and becoming profitable. The solar power industry is rapidly evolving and highly competitive. The company’s development efforts may be rendered obsolete by the technological advances of other solar power plant operators, and other technologies may prove more advantageous for the commercialization of solar power products. If this occurs, the company’s sales and profits could be diminished.

ENVIRONMENTAL LAWS

Efforts of electric utility companies lobbying to protect their revenue streams

EMPLOYEES AND EMPLOYMENT AGREEMENTS

There are no full-time or part-time employees at this time.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements about the Company’s business, financial condition, and prospects that reflect ESP management’s assumptions and beliefs based on information currently available. The Company can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of the Company assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, the Company’s ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which the Company functions.

There may be other risks and circumstances that management may be unable to predict to sustain operations. When used in this Prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

The common stock to be sold by the selling security holders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution of equity interests to our existing stockholders.

SELLING SHAREHOLDERS

The following table sets forth the shares beneficially owned, as of December 4, 2009 by the selling shareholders prior to the offering contemplated by this Prospectus, the number of shares each selling security holder is offering by this Prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose of, or to direct the disposition of, the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

None of the selling shareholders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling shareholders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the selling shareholders at a purchase price range from $0.001 to $1.00 per share in a private placement (Form D filed with the SEC) to the remaining selling shareholders pursuant to the exemption from the registration under the Securities Act provided by section 4(2) of the Securities Act.

The percentages below are calculated based on 4,145,800 shares of our common stock issued and outstanding. We do not have any outstanding options, warrants or other securities presently exercisable for or convertible into shares of our common stock.

#	Name of Selling Stockholder	Common Shares Owned by Selling Stockholder1)	Total Shares to be Registered	in % of Issued & Outstanding Shares	Percentage of Common Stock Before Offering	Number of Shares Owned by Selling Stockholder After Offering	Percent of Total Issued and Outstanding2)
1.	Agromerkur AG	2,900,000	0	0.0%	69.950%	2,900,000	70.0%
2.	Partner Capital Investment Ltd.	190,000	50,000	1.2%	4.583%	140,000	3.4%
3.	Frostilos Business Corp.	180,500	50,000	1.2%	4.354%	130,500	3.1%
4.	Horst Invest Corp.	172,000	50,000	1.2%	4.149%	122,000	2.9%
5.	Valentino Marketing Ltd.	164,000	50,000	1.2%	3.956%	114,000	2.7%
6.	Una Finance Ltd.	156,400	50,000	1.2%	3.772%	106,400	2.6%
7.	Nali Finance Corp.	149,000	50,000	1.2%	3.594%	99,000	2.4%
8.	United Equity Capital AG	142,100	50,000	1.2%	3.428%	92,100	2.2%
9.	Celestial Global Holding Inc.	20,000	20,000	0.5%	0.482%	0	0.0%
10.	Centrino Management Co., Ltd.	15,000	15,000	0.4%	0.362%	0	0.0%
11.	Green Coast Partners Ltd.	12,000	12,000	0.3%	0.289%	0	0.0%
12.	Feng Shui International Co., Ltd.	10,000	10,000	0.2%	0.241%	0	0.0%
13.	Apus Holdings Inc.	10,000	10,000	0.2%	0.241%	0	0.0%
14.	Checkmate Holdings Inc.	8,000	8,000	0.2%	0.193%	0	0.0%
15.	La Rumba S.A.	8,000	8,000	0.2%	0.193%	0	0.0%
16.	Dimitrios Argyros	6,000	6,000	0.1%	0.145%	0	0.0%
17.	Sven Kriegbaum	100	100	0.0%	0.002%	0	0.0%
18.	Julia Schroeder	100	100	0.0%	0.002%	0	0.0%
19.	Leano Docal	100	100	0.0%	0.002%	0	0.0%
20.	Loris Docal	100	100	0.0%	0.002%	0	0.0%
21.	Marcos Docal	100	100	0.0%	0.002%	0	0.0%

22.	Thorsten Foerster	100	100	0.0%	0.002%	0	0.0%
23.	Marek Schroeder	100	100	0.0%	0.002%	0	0.0%
24.	Birthe Docal	100	100	0.0%	0.002%	0	0.0%
25.	Dirk Schewe	100	100	0.0%	0.002%	0	0.0%
26.	Mathias Drews	100	100	0.0%	0.002%	0	0.0%
27.	Jan Kriegbaum	100	100	0.0%	0.002%	0	0.0%
28.	Marisa Schroeder	100	100	0.0%	0.002%	0	0.0%
29.	Bennet Schroeder	100	100	0.0%	0.002%	0	0.0%
30.	April A. Humblias	100	100	0.0%	0.002%	0	0.0%
31.	Izrael Cohen	100	100	0.0%	0.002%	0	0.0%
32.	Leaddog Capital Partners, Inc.	100	100	0.0%	0.002%	0	0.0%
33.	Leaddog Capital Markets, LLC	100	100	0.0%	0.002%	0	0.0%
34.	Kelly T. Hickel	100	100	0.0%	0.002%	0	0.0%
35.	Mia L. Catechis	100	100	0.0%	0.002%	0	0.0%
36.	Phillip Forman	100	100	0.0%	0.002%	0	0.0%
37.	Vasilios Vordonis	100	100	0.0%	0.002%	0	0.0%
38.	Neil Mohinani	100	100	0.0%	0.002%	0	0.0%
39.	Stamatios Catechis	100	100	0.0%	0.002%	0	0.0%
40.	Mark Kaspiev	100	100	0.0%	0.002%	0	0.0%
41.	Rodney P. Leibowitz	100	100	0.0%	0.002%	0	0.0%
42.	Antonio Suffren	100	100	0.0%	0.002%	0	0.0%
43.	Themistoclis Catechis	100	100	0.0%	0.002%	0	0.0%
44.	Olga Humblias	100	100	0.0%	0.002%	0	0.0%
-	Total	4,145,800	441,800	10.7%	100.000%	3,704,000	89.3%

1)	Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.

2)	Assumes all of the shares of common stock offered are sold and, 4,145,800 common shares are issued and outstanding.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

To our knowledge, none of the selling shareholders or their beneficial owners:

· has had a material relationship with us other than as a shareholder at any time within the past three years; or

· has ever been one of our officers or directors or an officer or director of our predecessors or affiliates

· are broker-dealers or affiliated with broker-dealers.

We may require the selling shareholders to suspend the sales of the securities offered by this Prospectus upon the occurrence of any event that makes any statement in this Prospectus, or the related registration statement, untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this Prospectus.

PLAN OF DISTRIBUTION

This prospectus relates to the registration of 441,800 shares of common stock on behalf of the selling stockholders. We anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. To have our securities quoted on the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (2) has at least one market maker who completes and files a Form 211 with NASD Regulation, Inc. The OTC Bulletin Board differs substantially from national and regional stock exchanges because it (1) operates through communication of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more broker-dealers rather than “specialists” which operate in stock exchanges. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from the NASD (FINRA) regarding our Form 211 application. Upon effectiveness of this registration we will seek out a market maker.

There is currently no market for our shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

SALES BY SELLING SHAREHOLDERS

The selling shareholders may sell up to 441,800 common shares at $1.00 or prevailing market prices or privately negotiated prices once our shares of common stock are quoted on the Over-the-Counter Bulletin Board or listed for trading or quoted on any other public market.

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

on such public markets as the common stock may be trading;

in privately negotiated transactions; or

in any combination of these methods of distribution.

The sales price to the public may be:

$1.00 as in this offering

the market price prevailing at the time of sale;

a price related to such prevailing market price; or

such other price as the selling shareholders determine.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:

not engage in any stabilization activities in connection with our common stock;

furnish each broker or dealer through which common stock may be offered, such copies of this Prospectus, as amended from time to time, as may be required by such broker or dealer; and

not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

None of the selling shareholders will engage in any electronic offer, sale or distribution of the shares. Further, neither we nor any of the selling shareholders have any arrangements with a third party to host or access our Prospectus on the Internet.

The selling shareholders and any underwriters, dealers or agents that participate in the distribution of our common stock may be deemed to be underwriters, and any commissions or concessions received by any such underwriters, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Shares may be sold from time to time by the selling shareholders in one or more transactions at a fixed offering price, which may be changed, or at any varying prices determined at the time of sale or at negotiated prices. We may indemnify any underwriter against specific civil liabilities, including liabilities under the Securities Act.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

SECURITY HOLDERS

As of December 4, 2009, there were 4,145,800 common shares issued and outstanding, which were held by 44 stockholders of record.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

DIVIDEND POLICY

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Our audited financial statements for the period ended December 31, 2008 included in this Prospectus have been audited by the firm of Maddox Ungar Silberstein, PLLC. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

The Law Offices of Novi & Wilkin has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.

STATUS OF ANY PUBLICLY ANNOUNCED NEW SERVICES

The Company currently has made no public announcements regarding its services.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

There are no full-time or part-time employees at this time.

DESCRIPTION OF PROPERTY

We lease the following property:

Address: 81 Elmwood Avenue, Ho-Ho-Kus, NJ 07423

Number of Square Feet: 200

Name of Landlord: Global Alternative Capital Group LLC

Term of Lease: Quarterly payment in advance

Monthly Rental: $300

Adequate for current needs: It is adequate for the current situation of starting and setting up the operational business. But it is not adequate in the mid and long term. Actually, the management is evaluation several possible locations, where to have the company’s headquarter and operations center in the future.

The Company does not own any real estate or land property.

LEGAL PROCEEDINGS

There are no lawsuits filed or pending against the Company by others, and no lawsuits filed or pending against others by the Company. There are no contingencies, sureties or guaranties in existence.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of December 4, 2009, the Company has a total of 44 shareholders. No public market currently exists for shares of our common stock. Concurrently with the completion of this offering, we will be applying to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

STOCK TRANSFER AGENT

None at this time

REPORTS

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Accounting Firm (PCOAB) to our shareholders in our annual reports. The unaudited financial statement for the nine months at September 30, 2009, and the audited financials from inception to December 31, 2008 immediately follows.

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

TABLE OF CONTENTS

	PAGE

Report of Independent Registered Public Accounting Firm	F-1

FINANCIAL STATEMENTS:

Balance Sheet as of September 30, 2009 (Unaudited) and December 31, 2008 (Audited)	F-2

Statement of Operations for the Nine Months Ended September 30, 2009 and the Period from October 21, 2008 (Inception) to September 30, 2009 (Unaudited)	F-3

Statement of Stockholders’ Equity for the Period from October 21, 2008 (Inception) to September 30, 2009 (Unaudited)	F-4

Statement of Cash Flows for the Nine Months Ended September 30, 2009 and the Period from October 21, 2008 (Inception) to September 30, 2009 (Unaudited)	F-5

Notes to the Financial Statements	F-6 – F-9

Maddox Ungar Silberstein, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.maddoxungar.com

January 13, 2010

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Euro Solar Parks, Inc.

Ho-Ho-Kus, New Jersey

To Whom It May Concern:

Maddox Ungar Silberstein, PLLC hereby consents to the use in the Form S-1/A, Amendment No. 1, Registration Statement under the Securities Act of 1933, filed by Euro Solar Parks, Inc. of our report dated October 29, 2009, relating to the financial statements of Euro Solar Parks, Inc., a Nevada Corporation, as of and for the period ending December 31, 2008, and the reference to us under the caption “Experts”.

Sincerely,

/s/ Maddox Ungar Silberstein, PLLC

Maddox Ungar Silberstein, PLLC

Bingham Farms, MI

F-1

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008(AUDITED)

ASSETS	September 30, 2009 (Unaudited)			December 31, 2008 (Audited)
Current Assets
Cash	$	56,519		$	0
Stock subscription receivable		4,535			97,753
Prepaid expenses		1,733			0

TOTAL ASSETS	$	62,787		$	97,753

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accrued expenses	$	3,288		$	6,500
Accrued expenses – related party		15,977			14,859

TOTAL LIABILITIES		19,265			21,359

STOCKHOLDERS’ EQUITY
Common stock, 100,000,000 shares authorized, par value $0.001; 4,145,800 and 4,054,000 shares issued and outstanding, respectively		4,146			4,054
Additional paid in capital		98,242			93,699
Deficit accumulated during the development stage		(58,866	)		(21,359	)
TOTAL STOCKHOLDERS’ EQUITY		43,522			76,394

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	62,787		$	97,753

Accompanying notes are an integral part of the financial statements.

F-2

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

PERIOD FROM OCTOBER 21, 2008 (INCEPTION) TO SEPTEMBER 30, 2009

	Nine Months Ended September 30, 2009			Period from October 21, 2008 (Inception) to September 30, 2009

GROSS REVENUES	$	0		$	0

OPERATING EXPENSES
Director fees		7,500			9,167
General and administrative		9,951			10,017
Professional fees		20,056			39,682
TOTAL OPERATING EXPENSES		37,507			58,866

OPERATING LOSS		(37,507	)		(58,866	)

PROVISION FOR INCOME TAXES		0			0

NET LOSS	$	(37,507	)	$	(58,866	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		4,099,900

NET LOSS PER SHARE	$	(0.01	)

The accompanying notes are an integral part of the financial statements.

F-3

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY

AS OF SEPTEMBER 30, 2009

	Common Stock				Additional Paid		Accumulated
	Shares		Amount		in Capital		Deficit			Total

Balance, October 21, 2008 (Inception)		0	$	0	$	0	$	0		$	0

Common stock issued		4,054,000		4,054		93,699		-			97,753

Net loss for the period ended December 31, 2008		-		-		-		(21,359	)		(21,359	)

Balance, December 31, 2008		4,054,000		4,054		93,699		(21,359	)		76,394

Common stock issued		91,800		92		4,543		-			4,635

Net loss for the nine months ended September 30, 2009		-		-		-		(37,507	)		(37,507	)

Balance, September 30, 2009		4,145,800	$	4,146	$	98,242	$	(58,866	)	$	43,522

The accompanying notes are an integral part of the financial statements.

F-4

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

PERIOD FROM OCTOBER 21, 2008 (INCEPTION) TO SEPTEMBER 30, 2009

	Nine Months Ended September 30, 2009			Period from October 21, 2008 (Inception) to September 30, 2009

Cash Flows from Operating Activities
Net loss for the period	$	(37,507	)	$	(58,866	)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Changes in Assets and Liabilities
(Increase) in prepaid expenses		(1,733	)		(1,733	)
Increase (decrease) in accrued expenses		(3,212	)		3,288
Increase in accrued expenses – related party		1,118			15,977
Net Cash Provided by (Used in) Operating Activities		(41,334	)		(41,334	)

Cash Flows from Financing Activities
Cash received for common stock		97,853			97,853
Net Cash Provided by Financing Activities		97,853			97,853

Net Increase in Cash and Cash Equivalents		56,519			56,519

Cash and Cash Equivalents – Beginning		0			0

Cash and Cash Equivalents – Ending	$	56,519		$	56,519

Supplemental Cash Flow Information
Cash paid for interest	$	0		$	0
Cash paid for income taxes	$	0		$	0

Supplemental Disclosure of Non-Cash Financing Activities
Stock subscriptions receivable	$	4,535		$	4,535

The accompanying notes are an integral part of the financial statements.

F-5

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

NOTE 1 – NATURE OF BUSINESS

Euro Solar Parks, Inc. was incorporated in Nevada on October 21, 2008. The Company’s business purpose is building and operating commercial solar power plants with a focus on the European solar energy market.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied to the preparation of the financial statements.

Basis of Accounting

The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. The Company is currently a development stage enterprise. All losses accumulated since the inception of the business have been considered as part of its development stage activities. Revenues are recognized as income when earned and expenses are recognized when they are incurred.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, and should be read in conjunction with the audited financial statements and notes thereto.

Development Stage Company

The accompanying financial statements have been prepared in accordance with the accounting principles related to development-stage companies. A development stage company is one in which planned principal operations have not commenced or, if its operations have commenced, there has been no significant revenues there from.

Cash and Cash Equivalents

For purposes of the accompanying financial statements, the Company considers all highly liquid instruments with an initial maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, payables and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

F-6

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Tax

Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statements of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions have been made in determining the depreciable lives of such assets and the allowance for doubtful accounts receivable. Actual results could differ from these estimates.

Recently Issued Accounting Guidance

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

Comprehensive Income (Loss)

The Company has established standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in theses financial statements.

Net Loss Per Share

The Company presents basic loss per share on the face of the statements of operations. Basic loss per share is calculated as income available to common stockholders divided by the weighted average number of shares outstanding during the period. As of September 30, 2009, the Company had no stock options or securities convertible into any form of equity outstanding; therefore, no diluted loss per share is shown. All shares issued as part of our initial capitalization have been treated as having been outstanding since our inception on October 21, 2008.

NOTE 3 – PREPAID EXPENSES

Prepaid expenses consist of one month of services with a shareholder of the Company from a one year contract expiring October 30, 2009 and three months of prepaid rent.

F-7

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

NOTE 4 – ACCRUED EXPENSES

Accrued expenses consisted of the following at December 31, 2008:

	September 30, 2009		December 31, 2008
Accrued professional fees	$	1,500	$	6,500
Accrued rent		375		0
Accrued website maintenance		1,396		0
Accrued office expenses		17		0
Total Accrued Expenses	$	3,288	$	6,500

NOTE 5 – ACCRUED EXPENSES – RELATED PARTY

During the year ended December 31, 2008, the Company did not have a bank account and a shareholder of the Company paid certain expenses. The funds are non-interest bearing and due on demand. During the nine months ended September 30, 2009 some additional expenses of the Company were paid by the related party. As of September 30, 2009, the balance due to related party is $15,977.

NOTE 6 – INCOME TAXES

For the period ended September 30, 2009, the Company incurred a net loss of approximately $38,000 and therefore has no tax liability. At September 30, 2009, Euro Solar Parks had an unused net operating loss carryover approximating $59,000 that can be used through the year 2028 to offset future taxable income. In the future, the cumulative net operating loss carry-forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between book and tax reporting.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	September 30, 2009			December 31, 2008
Deferred tax asset attributable to:
Net operating loss carryover	$	20,000		$	7,300
Valuation allowance		(20,000	)		(7,300	)
Net deferred tax asset	$	-0-		$	-0-

NOTE 7 – OPERATING LEASE

The Company leases office space under an operating lease from a director of the Company. The lease began July 1, 2009 and is payable quarterly at $300 per month. The lease ends upon notification by written notice not less than 90 days prior to the date of termination. No security deposit was required.

F-8

EURO SOLAR PARKS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2009

NOTE 8 – RELATED PARTY TRANSACTION

The Company has entered into an agreement with a shareholder for his services as director and officer of the Company for a period of one year commencing on the date of the agreement, being October 30, 2008. The agreement is for a base fee of $10,000. Eleven months of the contract amount have been expensed at September 30, 2009. The agreement also provides that the shareholder receive 5,000 shares of common stock subject to Rule 144. The shareholder paid the $5 par value for these shares in October 2009. The agreement has been renewed for an additional year at the same base fee for 2009-2010.

NOTE 9 – STOCKHOLDERS’ EQUITY

In 2008, the Company issued 4,054,000 shares of common stock. These shares were recorded as stock subscription receivable at December 31, 2008, as payment for these shares was not made in 2008. The Company received $97,753 for the stock during May 2009.

During the nine months ended September 30, 2009, the Company issued an additional 100 shares of common stock. The Company received $100 for these shares on September 29, 2009.

The Company also had an additional 91,700 shares of common stock subscribed for and recorded as a stock subscription receivable during the nine months ended September 30, 2009. Payment for these shares was not received as of September 30, 2009.

NOTE 10 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained losses since inception. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

In view of this matter, the ability of the Company to continue as a going concern is dependent upon growth of revenues and the ability of the Company to raise capital from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management believes that its successful ability to raise capital and increases in revenues will provide the opportunity for the Company to continue as a going concern.

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date on which the financial statements were submitted to the Securities and Exchange Commission and has determined it does not have any material subsequent events to disclose.

F-9

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read this section in conjunction with our financial statements and the related notes included in this Prospectus. Some of the information contained in this section or set forth elsewhere in this Prospectus, including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements.

OVERVIEW/BUSINESS OF ISSUER/ PLAN OF OPERATION

Euro Solar Parks, Inc. (“Euro Solar Parks”) intends to develop, build and operate commercial solar power plants with a focus on the European solar energy market.

Operations means, that the company will sell the electricity, produced by the wholly-owned solar power plant, to the local and/or national power networks of its target markets.

a. Describe how these products or services are to be produced or rendered and how and when the Company intends to carry out its activities. If the Company plans to offer a new product(s), state the present stage of development, including whether or not a working prototype(s) is in existence. Indicate if completion of development of the product would require a material amount of the resources of the Company and the estimated amount. If the Company is or is expected to be dependent upon one or a limited number of suppliers for essential raw materials, energy or other items, describe. Describe any major existing supply contracts.

Hardware includes, first of all, the necessary PV-systems; software includes the necessary controlling software to run a solar power plant.

It is planned to start with operational work at the beginning of 2010.

b. Describe the industry in which the Company is selling or expects to sell its products or services and, where applicable, any recognized trends within that industry. Describe that part of the industry and the geographic area in which the business competes or will compete.

The company works in the Energy Sector; especially in the field of renewable energy with focus on solar energy, and the construction, operation and maintenance of related solar power plants.

The product that the company will sell is electricity, produced through solar energy.

The company focuses on emerging markets in Eastern Europe and South America that guarantee, for a period of at least 25 years, growing demand for renewable energy, attractive input charges and low maintenance cost.

Geographic markets of major interest are: Rumania, Ukraine, and Bulgaria as well as Turkey and Greek and several local markets in South-America.

Eastern Europe will benefit from direct and indirect support from the European Union in form of significant subsidies through the next twenty to thirty years; especially in the fields of renewable energy.

c. Indicate whether competition is or is expected to be by price, service, or other basis. Indicate (by attached table if appropriate) the current or anticipated prices or price ranges for the Company's products or services, or the formula for determining prices, and how these prices compare with those of competitors' products or services, including a description of any variations in product or service features. Name the principal competitors that the Company has or expects to have in its area of competition. Indicate the relative size and financial and market strengths of the Company's competitors in the area of competition in which the Company is or will be operating. State why the Company believes it can effectively compete with these and other companies in its area of competition.

The production and sale of renewable energy is actively supported by the European Union and its member countries through various means such as subsidies, investment programs, tax incentives and guaranteed feed-in tariffs (aka input charges).