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EX-31 - EURO SOLAR PARKS, INC.eus_ex31.htm
EX-32 - EURO SOLAR PARKS, INC.eus_ex32.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended March 31, 2011
 
OR
 
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to ________
 
Euro Solar Parks, Inc.
(Exact name of registrant as specified in its charter)
 
81 Elmwood Avenue
Ho-Ho-Kus, N.J. 07423
917-868-6825
(Company address)

Nevada
 
26-3866816
(State or other jurisdiction of incorporation
or organization)
 
(I.R.S. Employer Identification No.)

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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ]  No [X   ]

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 62,187,000 common shares issued and outstanding as of April 30, 2011.
 

 
 

 


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

MARCH 31, 2011


C O N T E N T S





 
 
 
 
 
 
 
 
 

 




 
2

 

EURO SOLAR PARKS, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
   
CONSOLIDATED BALANCE SHEETS
 
MARCH 31, 2011 AND DECEMBER 31, 2010
 
   
   
ASSETS
 
             
   
3/31/11
   
12/31/10
 
   
(unaudited)
   
(unaudited)
 
CURRENT ASSETS
           
Cash and cash equivalents
  $ 11,617     $ 14,439  
Prepaid expenses
    5,833       4,333  
                 
TOTAL CURRENT ASSETS
    17,450       18,772  
                 
PROPERTY
               
Land for development
    7,799       912  
                 
NET PROPERTY
    7,799       912  
                 
                 
    $ 25,249     $ 19,684  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts payable
  $ 6,431     $ 10,831  
Accrued expenses - related party
    15,977       16,977  
Notes payable - related party
    100,000       70,000  
                 
TOTAL CURRENT LIABILITIES
    122,408       97,808  
                 
TOTAL LIABILITIES
    122,408       97,808  
                 
STOCKHOLDERS' DEFICIT
               
Common stock, $.001 par value, 100,000,000 shares
               
authorized, 62,187,000 shares issued and outstanding
    62,187       62,187  
Additional paid-in capital
    39,363       39,363  
Cumulative translation adjustment
    12       (41 )
Deficit accumulated during the development stage
    (198,721 )     (179,633 )
                 
STOCKHOLDERS' DEFICIT
    (97,159 )     (78,124 )

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

 
3

 


EURO SOLAR PARKS, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
   
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010
 
AND FOR THE PERIOD FROM OCTOBER 21, 2008 (INCEPTION) TO MARCH 31, 2011
 
                   
               
Period from
 
               
Inception to
 
   
3/31/11
   
3/31/10
   
3/31/11
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
REVENUE
                 
Sales
  $ -0-     $ -0-     $ -0-  
                         
TOTAL REVENUE
    -0-       -0-       -0-  
                         
EXPENSES
                       
Advertising expense
    -0-       -0-       3,000  
Bank charges
    180       1,106       3,595  
Director fees
    2,500       2,500       24,517  
Entertainment
    -0-       -0-       69  
Freight charges
    193       -0-       1,717  
Legal and accounting
    11,946       4,150       136,398  
Office supplies
    193       54       447  
Public and investor relations
    1,495       1,559       11,958  
Rent expense
    900       900       6,300  
Repair and maintenance
    -0-       200       325  
Taxes - other
    350       -0-       1,285  
Telephone
    320       320       1,840  
Travel
    -0-       -0-       30  
Website maintenance
    1,011       986       7,240  
                         
TOTAL EXPENSES
    19,088       11,775       198,721  
                         
OPERATING LOSS
    (19,088 )     (11,775 )     (198,721 )
                         
Provision for income taxes
    -0-       -0-       -0-  
                         
                         
NET LOSS
  $ (19,088 )   $ (11,775 )   $ (198,721 )
                         
WEIGHTED AVERAGE NUMBER OF
                       
SHARES OUTSTANDING
    62,187,000       62,187,000          
                         
NET LOSS PER SHARE
  $ (0.00 )   $ (0.00 )        

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

 
4

 


EURO SOLAR PARKS, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
   
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
 
FOR THE PERIOD FROM OCTOBER 21, 2008 (INCEPTION) TO MARCH 31, 2011
 
(Unaudited)
 
                                     
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Cumulative
   
During
       
   
Common Stock
   
Paid-in
   
Translation
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Adjustment
   
Stage
   
Deficit
 
                                     
Balance, October 21, 2008
    -0-     $ -0-     $ -0-     $ -0-     $ -0-     $ -0-  
                                                 
Common stock
                                               
issued
    60,810,000       4,054       93,699       -0-       -0-       97,753  
                                                 
Net loss for the period
    -0-       -0-       -0-       -0-       (21,359 )     (21,359 )
                                                 
Balance, December 31, 2008
    60,810,000       4,054       93,699       -0-       (21,359 )     76,394  
                                                 
Common stock
                                               
issued
    1,302,000       87       4,543       -0-       -0-       4,630  
                                                 
Common stock
                                               
issued for services
    75,000       5       345       -0-       -0-       350  
                                                 
Net loss and translation
                                               
adjustment
    -0-       -0-       -0-       (2 )     (58,102 )     (58,104 )
                                                 
Balance, December 31, 2009
    62,187,000       4,146       98,587       (2 )     (79,461 )     23,270  
                                                 
Common stock
                                               
15-1 forward split
    0       58,041       (58,041 )     -0-       -0-       0  
                                                 
Deemed dividend related to
                                               
acquisition of entity under
                                               
common control
    0       -0-       (1,183 )     -0-       -0-       (1,183 )
                                                 
Net loss and translation
                                               
adjustment
    -0-       -0-       -0-       (39 )     (100,172 )     (100,211 )
                                                 
Balance, December 31, 2010
    62,187,000       62,187       39,363       (41 )     (179,633 )     (78,124 )
                                                 
Net loss and translation
                                               
adjustment
    -0-       -0-       -0-       53       (19,088 )     (19,035 )
                                                 
Balance, March 31, 2011
    62,187,000     $ 62,187     $ 39,363     $ 12     $ (198,721 )   $ (97,159 )

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

 
5

 


EURO SOLAR PARKS, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
   
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 AND FOR THE PERIOD
 
FROM OCTOBER 21, 2008 (INCEPTION) TO MARCH 31, 2011
 
                   
               
Period from
 
               
Inception to
 
   
3/31/2011
   
3/31/2010
   
3/31/2011
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (19,088 )   $ (11,775 )   $ (198,721 )
Adjustments to reconcile net income to net cash
                       
provided by operating activities:
                       
Stock issued for services
    -0-       -0-       350  
Changes in:
                       
Prepaid expenses
    (1,500 )     1,600       (5,833 )
Accounts payable
    (4,399 )     (4,309 )     6,432  
Accrued expenses - related party
    (1,000 )     -0-       15,977  
                         
TOTAL ADJUSTMENTS
    (6,899 )     (2,709 )     16,926  
                         
NET CASH PROVIDED BY (USED BY)
                       
OPERATING ACTIVITIES
    (25,987 )     (14,484 )     (181,795 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Cash paid for land for development
    (6,888 )     -0-       (6,888 )
Cash paid for subsidiary
    -0-       -0-       (4,500 )
Cash acquired in acquisition of subsidiary
    -0-       -0-       2,405  
                         
NET CASH (USED BY)
                       
INVESTING ACTIVITIES
    (6,888 )     -0-       (8,983 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from notes payable - shareholder
    30,000       -0-       100,000  
Cash received for common stock
    -0-       -0-       102,383  
                         
NET CASH PROVIDED BY
                       
FINANCING ACTIVITIES
    30,000       -0-       202,383  
                         
Exchange rate effect on cash
    53       (12 )     12  
                         
NET INCREASE IN CASH AND
                       
CASH EQUIVALENTS
    (2,822 )     (14,496 )     11,617  
                         
CASH AND CASH EQUIVALENTS - BEGIN OF PERIOD
    14,439       39,566       -0-  
                         
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 11,617     $ 25,070     $ 11,617  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Cash paid for interest
  $ -0-     $ -0-       -0-  
                         
Cash paid for income taxes
  $ -0-     $ -0-     $ -0-  
                         
SUPPLEMENTAL DISCLOSURE OF NONCASH
                       
INVESTING AND FINANCING INFORMATION:
                       
Deemed dividend related to acquisition of entity
                       
under common control
  $ -0-     $ -0-     $ (1,183 )

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

 
6

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011


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.

In October 2010, the Company acquired 100% of the membership interest of Foreign Support and Consulting, LLC (“FSC”), an advisory firm specializing in the support of foreign companies seeking assistance to enter the Bulgarian energy market.  In February 2011, FSC was renamed into the new company name Euro Solar Parks Bulgaria, LLC.

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. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2010.

The results of operations for the three months ended March 31, 2011 are not indicative of the results that may be expected for the full year

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.  All significant intercompany transactions and balances have been eliminated in consolidation.
 
 


 
7

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011


 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Development Stage Company

The accompanying financial statements have been prepared in accordance with the accounting principles relating to development stage enterprises.  A development stage enterprise 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 six months or less to be cash equivalents.
 
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.  Actual results could differ from these estimates.
 
Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred.  The Company incurred $-0- and $-0- of advertising expense during the three months ended March 31, 2011 and 2010, respectively.
 
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.
 
Revenue Recognition
 
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.



 
8

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011

 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

Income Tax

The Company provides for income taxes under ASC 740-10. ASC 740-10 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

Stock-based Compensation

As of March 31, 2011, the Company has not issued any share-based payments to its employees.

The Company adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

Comprehensive Income (Loss)

The Company adopted ASC 220, “Reporting Comprehensive Income”, which establishes 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 these financial statements.

Net Loss Per Share

We present basic loss per share on the face of the statement 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 March 31, 2011, 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.

Recent Accounting Pronouncements

Management 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 flows.




 
9

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
 

 
3.
PREPAID EXPENSES

Prepaid expenses consist of seven months of services with a shareholder of the Company from a one year contract expiring October 30, 2011.

 
4.
PURCHASE OF LAND FOR DEVELOPMENT

On March 17, 2011, the Company purchased approximately 49 acres of land located in Karlovo Municipality, Bulgaria.  The land costs have been added to the account Land for development.

 
5.
ACCRUED EXPENSES - RELATED PARTY

Accrued expenses consisted of the following:

   
3/31/11
   
12/31/10
 
Accrued professional fees
  $ 14,964     $ 14,964  
Accrued expenses
    1,013       2,013  
    $ 15,977     $ 16,977  

 
6.
NOTES PAYABLE - SHAREHOLDER

The Company has five notes payable in the amount of $100,000 to a shareholder.  As of March 31, 2011, no terms for repayment or interest rate have been established.  The notes are unsecured non-interest bearing and due on demand.

 
7.
INCOME TAXES

For the period ended March 31, 2011, the Company incurred a net loss of approximately $19,100 and therefore has no tax liability.  The cumulative loss of approximately $198,700 will be carried forward and can be used through the year 2030 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.

ASC 740-10 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.




 
10

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011
 

 
7.
INCOME TAXES (CONTINUED)

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

Federal income tax benefit
 
3/31/11
   
12/31/10
 
  attributable to:
           
    Current operations
  $ 6,494     $ 34,058  
    Less: valuation allowance
    (6,494 )     (34,058 )
                 
Net provision for federal income taxes
  $ -0-     $ -0-  

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

   
3/31/11
   
12/31/10
 
Deferred tax asset attributable to:
           
  Net operating loss carryover
  $ 67,500     $ 61,000  
  Valuation allowance
    (67,500 )     (61,000 )
                 
Net deferred tax asset
  $ -0-     $ -0-  

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $198,700 for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 
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, 2010.  The agreement is for a base fee of $10,000.  Five months of the contract amount have been expensed at March 31, 2011.  The agreement also provides that the shareholder receive 75,000 shares of common stock subject to Rule 144, which were issued in May 2009 and valued at $.07 cents per share or $350.








 
11

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011


 
9.
STOCKHOLDERS’ DEFICIT

The Company has 100,000,000, $0.001 par value shares of common stock authorized.

In 2008, the Company issued 60,810,000 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.

For the year ended December 31, 2009, the Company issued an additional 1,377,000 shares of common stock.  The Company received $4,635 for these shares at various dates during 2009.

The Company’s board of directors authorized a fifteen-for-one stock split on August 26, 2010 to take effect on August 27, 2010.  Each shareholder of record on August 26, 2010 received 14 additional shares of common stock for each share held on that date.  Additional funds were shifted from the Additional Paid-in-Capital account to the Common stock account to equal the amount of additional par value represented by the additional shares issued under the stock split.  All share information presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the increased number of shares resulting from this action.

There were 62,187,000 shares of common stock outstanding as of March 31, 2011 and December 31, 2010.

 
10.
NON-CASH INVESTING AND FINANCING TRANSACTIONS

During the period ended December 31, 2008, the Company issued 60,810,000 shares of common stock for proceeds of $97,753.  As of December 31, 2008, no cash had been collected and the entire balance of $97,753 was recorded as stock subscription receivable.  During the year ended December 31, 2009, the balance of $97,753 was collected.

In relation to the Company’s acquisition of FSC, a company under common control, a deemed dividend was recorded against additional paid in capital in the amount of $1,183. See Note 12.

 
11.
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.




 
12

 

EURO SOLAR PARKS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2011

 
12.
PURCHASE OF FOREIGN SUPPORT AND CONSULTING, LLC

In October 2010, the Company acquired the land resources through the acquisition of 100% of the membership interest of the Bulgarian consulting and development firm Foreign Support and Consulting LLC (FSC), an advisory firm specializing in the support of foreign companies seeking assistance to enter the Bulgarian energy market.  FSC initially acquired the land resources in October 2010 with the purpose to commercially develop the property by transforming the land resources into industrial status.

The total purchase price for FSC was $4,500, which included the land resources located in Karlovo Municipality, Bulgaria.

As part of the Company’s global business development strategy, FSC has been re-named Euro Solar Parks Bulgaria, LLC, and has become the first local subsidiary of Euro Solar Parks, Inc. that is responsible for the further development of the operational business in Eastern Europe.

 
13.
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.

 
14.
SUBSEQUENT EVENTS

On April 11, 2011, the Company received an additional $20,000 note payable from a shareholder.  The loan is unsecured, non-interest bearing and due on demand.

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2011 through May 11, 2011 and has determined that it does not have any other material subsequent events to disclose in these financial statements.







 
13

 


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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

Introduction

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand the results of operations and financial condition of EURO SOLAR PARKS, INC. The MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements. As used in this Quarterly Report, the terms “we”, “us”, “our”, “Registrant”, and “the Company” mean EURO SOLAR PARKS, INC.

EURO SOLAR PARKS, INC. was incorporated in the State of Nevada on October 21, 2008.

Overview

Euro Solar Parks develops, builds and operates 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 acts 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.

For the period from inception in October, 2008 to March 31, 2011, we have not generated any revenues to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as we continue development activities. For short term needs we will be dependent on receipt, if any, of private placement proceeds. With the receipt of any of these private placement proceeds, the Company expects to see significant growth in 2011 as we increase marketing efforts, bring on additional customers and future customers become more aware of our brands. There can be no assurances we will be able to raise any additional capital.



 
14

 

Results of Operations for the three months ended March 31, 2011 and 2010, and from October 21, 2008 (inception) to March 31, 2011.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.

Revenues

For the three months March 31, 2011 and 2010 we did not generate any revenues. We incurred losses of ($19,088) and ($11,775), respectively. From inception to March 31, 2011, we incurred a cumulative loss of ($198,721) so far.

Operating Expenses

During such periods our expenses primarily related to the preparation and implementation of our planned principal operations. Such expenses consisted substantially of legal and accounting fees of $11,946, director fees of $2,500, and public and investor relations fees of $1,495 for the three months ended March 31, 2011. Such expenses consisted substantially of legal and accounting fees of $4,150, director fees of $2,500, and public and investor relations fees of $1,559 for the three months ended March 31, 2010 respectively. The higher legal and accounting expenses, compared to the previous three-month period in 2010 are the result of the acquisition of our subsidiary and additional land acquisition in Bulgaria. From inception to March 31, 2011 we had a total of legal and accounting expenses of $136,398, which is also a result of the S1 filings and the related accounting and auditing cost during 2010.

Our results of operations for the three months ended March 31, 2011 and the period from inception to March 31, 2011 are not necessarily indicative of the results that may occur for any future period. We expect to expand our business and client base, which will result in increasing expenses as we develop and build our operations. We anticipate that we will complete the first start-up tasks within the next six to nine months and begin to generate first operational revenue from the first quarter in 2012 onwards.

Net Loss

For the three months March 31, 2011 and 2010 we did not generate any revenues and incurred losses of ($19,088) and ($11,775), respectively. From inception to March 31, 2011, we incurred a cumulative loss of ($198,721) so far.

Liquidity and Capital Resources

As of March 31, 2011, we had currents assets of $17,450, including cash of $11,617 compared to current assets of $18,772, including cash of $14,439 at December 31, 2010.

Net cash used in operating activities was ($25,987) for the three months ended March 31, 2011 compared to ($14,484) for the same period in 2010. The increase in cash used in operating activities is primarily attributable amounts paid for accounting and legal services. From inception to March 31, 2011 we have used a total of net cash of ($181,795) in operating activities.

Net cash provided by financing activities during the three months ended March 31, 2011 was $30,000. From inception to March 31, 2011, we have received proceeds by financing activities of $202,383 in total.

No shares were sold and no warrants were exercised during the three months ended March 31, 2011.

Since inception in October 2008, we have not yet recognized revenues from our operations. As a result, our current cash position is not sufficient to fund our cash requirements for operations and capital expenditures during the next twelve months. We have current assets of $17,450 at March 31, 2011, including cash of $11,617. We therefore will be reliant upon shareholder loans, private placements or public offerings of equity to fund any kind of operations. As of March 31, 2011, we have secured no sources of loans.
 

 
15

 

Based on our research on several comparable projects, we expect a time frame of 9 to 12 months to construct and complete our first operational power plant. This time frame will include the planning and construction of the power plant and its connection to the power grid. The total time of development can vary depending on the size and location of our first solar power plant and the availability of sub-contractors and building materials.

For 2010 we had start-up costs of approximately $110,000, mainly for business administration and general management, and furthermore for the set-up of our first local office infrastructure and the start of some pre-planning and development work for the first solar power plant project. For 2011 we estimate additional start-up costs of up to $300,000 for the further development of our local operations, the engagement of some operational staff and the development of our land resources into commercial land, which requires the preparation of the necessary documentation, such as detailed structural plan, and signing a contract with the regional Electricity Distribution Company. These start-up costs do not include any costs for the start of any construction and building work for the first solar power plant.

The acquisition of additional land resources and the construction of our first solar power plant will require additional investment capital either in form of equity capital, mezzanine financing or any type of senior loans. Once the first local infrastructure has been set up, we will prepare a project-specific feasibility study; develop an appropriate financing concept and start negotiations with potential investors, such as banks, private investment funds and government agencies.

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 mainly depend on the current demand and supply situation in a specific target market.

Based on our initial research work and current offers from several photovoltaic system providers we calculate total construction cost that range from $1.5M to $3.0M per installed MW per plant. This equals a potential cost reduction of up to 50% and more compared to similar photovoltaic solar power plants, built in the past. Such reduction of construction cost per installed MW can be achieved through application of new photovoltaic technology that provides higher efficiency and favorable land and labor cost in our geographical target markets.

The preparation of detailed feasibility studies and appropriate financing concepts will be part of our operational work. We project the following operational timetables for the next 12 months:

#
Events / Milestones
Actions
Time
(1)
Selection of further target markets
Research for and assessment of further geographical targets markets. Selection and determination of additional target markets, where the company will start developing further solar power plants.
Although a first target market has been entered, this is an ongoing procedure without limitation.
(2)
Determination of production volumes in the target markets
Definition of the amount and size of solar power plants to be projected in the current and future target market/s.
This procedure has already started and is an ongoing process for several target markets.
(3)
Set-up of the local operations in Bulgaria
Set-up of the office infrastructure and employment of additional local staff
1 to 3 months, depending on the local circumstances
(4)
Development of the currently owned land resources
Transforming the land resources into industrial status.
Up to 6 months; depending on the collaboration of the local authorities.
(5)
Development and planning of the first solar power plant
Preparation of the necessary documents of development, such as detailed structural plan, and distribution agreement with the regional Electricity Distribution Company.
General planning of the solar power plant capacities, including research, assessment and selection of the appropriate PV systems.
Up to 3 months, depending on the quality of engaged sub-contractors. Is being carried out parallel to the development of the land resources.
(6)
Construction of the first solar power plant
Construction and completion of the power plant up to connection to the power grid.
Up to 9 months – depending on size and location of the power plant and the availability of sub-contractors and building materials


 
16

 

Recent Investment Activities

On March 17, 2011, the Company acquired additional land resources through its wholly-owned Bulgarian subsidiary, Euro Solar Parks Bulgaria, LLC. The property is located in the Karlovo Municipality, Bulgaria, 120km east from Sofia and 40km north from Plovdiv and has a total land area of 49,192 m2. The distance to the national electricity grid measures around 300 meters, and to the next village (Beguntsi) around 700 meters. The total purchase price of the land plot was BGN 9,000 (approx. USD 6,000), which was paid in cash.

SHORT TERM

On a short-term basis, we have generated no revenues to cover operations. However, we will have insufficient revenue to satisfy current and recurring liabilities as we continue to build the business. For short term needs we will be dependent on receipt, if any, of public offering or private placement proceeds.

Our assets consist of a checking account with a balance of $11,617, and prepaid expenses of $5,833 as of March 31, 2011, compared to an account balance of $14,439, and prepaid expenses of $4,333 as of December 31, 2010.

Our total liabilities are $122,408 as of March 31, 2011, compared to $97,808 as of December 31, 2010.

CAPITAL RESOURCES

We have only common stock as our capital resource.

As we continue to build markets for ESP services and programs, substantial capital will be needed to pay for sales and marketing, website development, equipment and service, plus usual start up and normal operating costs.
 
NEED FOR ADDITIONAL FINANCING

We will need to secure a minimum of $200,000 in funds to finance our business in the next 9 months in addition to the funds which will be used to stay public, which funds will be used as set forth below. However in order to become profitable we may still need to secure additional debt or equity funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from shareholders as described below, or any planned material acquisitions. We anticipate our monthly burn rate for the next 9 to 12 months to be approximately $25,000 per month, including the maximum estimated $50,000 costs of staying public.

Until we generate operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be less than $120,000 annually, will be funded as a loan from our shareholders without interest due upon demand, to the extent that funds are available to do so. Our shareholders are not obligated to provide these or any other funds although they have indicated that they currently intend to do so and that they sufficient liquid assets to meet all of these anticipated future obligations if we do not generate operating revenues or secure other funding. There is no dollar limit to the amount they have agreed to provide. At March 31, 2011, our shareholders have loaned us an aggregate of $100,000 pursuant to the forgoing. If we fail to meet these requirements, we may lose the qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will now own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.



 
17

 

LIMITED FINANCING

We may borrow money to finance our future operations. Any such borrowing will increase the risk of loss to the investor in the event we are unsuccessful in repaying such loans.

We may issue additional shares to finance our future operations, although the Company does not currently contemplate doing so.

Uncertainties and 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 no revenues and is in 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.

Commitments and Contingencies

We have entered into the following agreements:

a)  
During October 2010, we entered into a share purchase agreement (the “Share Purchase Agreement”) with United Equity Capital AG (“UEC”).
 
Under the Share Purchase Agreement we acquired 100% of the membership interest of the Bulgarian Consulting and Development Firm FOREIGN SUPPORT AND CONSULTING LLC (“FSC”), an advisory firm specializing in the support of foreign companies seeking assistance to enter the Bulgarian energy market. Through the acquisition of FSC we acquired 11,560m2 land resources for the development of small-sized solar power plants up to 0.7MWp. FSC initially acquired the land resources in October 2010 with the purpose to commercially develop the property by transforming the land resources into industrial status.
 
The purchase price for FSC was $4,500, which included the land resources located in the Karlovo Municipality, Bulgaria.
 
In February 2011, FSC was renamed into the new company name EURO SOLAR PARKS BULGARIA, LLC.

Leases

b)  
On July 01, 2009, the Company entered into an office lease for the Company in Ho-Ho-Kus, New Jersey. Under the terms of the lease, the Company is required to pay a monthly rent of $300 which is payable quarterly. The lease ends upon notification by written notice not less than 90 days prior to the date of termination. No security deposit was required.




 
 

 




 
18

 

Off-Balance Sheet Arrangements

The Company maintains no off-balance sheet arrangements.

Critical Accounting Policies

Basis of Accounting

The statements were prepared following generally accepted accounting principles of the United States of America consistently applied.

Basic Earnings Per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid.

Use of Estimates And Assumptions

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

Revenue And Cost Recognition

We recognize revenue at the time the services and products are paid for. We follow EITF Issue 00-10, “Accounting for Shipping and Handling Fees and Costs” (Issue 00-10). Issue 00-10 requires that all amounts billed to customers related to shipping and handling should be classified as revenues. Our service costs include amounts for shipping and handling, therefore, we charge our customers shipping and handling fees at the time the services are shipped or when services are performed. The cost of shipping services to the customer is recognized at the time the services are shipped to the customer and our policy is to classify them as shipping expenses. The cost of shipping services to the customer is classified as shipping expense.

Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB 101) and Staff Accounting Bulletin No. 104, Revenue Recognition, corrected copy (SAB 104) address certain criteria for revenue recognition. SAB 101 and SAB 104 outline the criteria that must be met to recognize revenue and provides guidance for disclosures related to revenue recognition policies. Our revenue recognition policies comply with the guidance contained in SABs 101 and 104.
 


 
19

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective. Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



 
 
 
 
 
 
 
 

 







 
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PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

On March 28, 2011, the Securities and Exchange Commission SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of our company is suspended for a period of ten days, from 9:30 a.m. EDT on March 28, 2011, through 11:59 p.m. EDT on April 08, 2011. This order for trading suspension was filed under the File No. 500-1.

The Commission gave the following reason for the order of trading suspension (extract of the order): “It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Euro Solar Parks, Inc. (“Euro Solar”) because of possible manipulative conduct occurring in the market for the company’s stock. Euro Solar is quoted on the OTC Bulletin Board and OTC Link under the ticker symbol ESLP.” (The entire suspension order text can be found on the SEC website under the following link: www.sec.gov/litigation/suspensions/2011/34-64129-o.pdf)

On March 28, 2011, the Securities and Exchange Commission SEC published the Litigation Release No. 21902 and announced that it filed a civil injunctive action against Joseph Catapano ("Catapano") and Michael Piervinanzi ("Piervinanzi"), alleging that they engaged in a fraudulent broker bribery scheme designed to manipulate the market for the common stock of Euro Solar Parks, Inc. ("Euro Solar"). The related complaint was filed on March 25, 2011 in federal court in Brooklyn, New York and is publicly available on the SEC website on the following link: www.sec.gov/litigation/complaints/2011/comp21902.pdf.

It is our understanding that the Commission filed its complaint against the individuals Joseph Catapano ("Catapano") and Michael Piervinanzi ("Piervinanzi"), but not against our Company and/or our subsidiary and/or our board of directors. In connection with the ongoing investigations, we have been contacted by the authorities and are cooperating fully.

According to our own investigations as well as our record of files, the Company has never had issued any shares to the individuals as mentioned above. We have no knowledge of these individuals, and have never had, and do not have, any arrangements or agreements with them for any purpose.

Apart from the current legal proceeding as described above, we know of no other material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any other material proceeding or material pending litigation. There are no other proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. REMOVED AND RESERVED.

None.
 


 
21

 

ITEM 5. OTHER INFORMATION.

As a result of the ten-day trading suspension from March 28 until April 08, 2011, OTC Markets Group, Inc., which operates the interdealer quotation system for broker-dealers to trade unlisted securities with the market tiers OTCQX, OTCQB and OTC Pink (www.otcmarkets.com), has discontinued the display of quotes on www.otcmarkets.com for our security.

In order to get our quote unblocked and become again an OTCQB company, we need at least one market maker that will sponsor our security by submitting and filing a Form 211 and quote our securities on the OTC Link interdealer quotation system.

Since April 15, 2011, we have been in communication with several market makers in order to obtain such sponsorship. Based on the conversations with some of the market makers we recently approached, we are of the opinion it is reasonable to expect that our quote will be displayed again on www.otcmarkets.com within the next few weeks.

FINRA has re-started to display quotes for our security on the FINRA’s operated OTC Bulletin Board (OTCBB) immediately after the end of the trading suspension period.

ITEM 6. EXHIBITS.

31
Rule 13a-14(a)/15d-14(a) Principal Executive Officer Certification and Principal Financial Officer Certification
   
32
Certifications under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)





 
 
 
 
 
 
 
 
 
 
 

 





 
22

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Euro Solar Parks, Inc.
(Registrant)
 
By: /s/ Dimitrios Argyros
Dimitrios Argyros
Chairman and CEO

In accordance with the requirements of the Securities Act of 1933, this report was signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date
     
/s/ Dimitrios Argyros
Chairman, President, CEO and CFO, Principal Executive Officer and Principal Accounting Officer
May 12, 2011







 
 
 
 
 
 
 
 
 
 
 
 

 








 
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