SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 2004

Date of report (date of earliest event reported): ~~September~~October 1431, 2007

~~DOWNSIDE~~ESP UPENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)

000-49896	84-1493159
(Commission File Number)	(IRS Employer Identification No.)

~~750~~P.O. ~~Broad~~Box ~~Street~~53846, ~~Shrewsbury~~ Lafayette, LA ~~New Jersey 07702~~70505

(Address of principal executive offices) (Zip Code)

~~732~~337-~~598~~654-~~2543~~1722

(Registrant's telephone number)

Downside Up, Inc.

750 Broad Street, Shrewsbury, New Jersey 07702

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 1 2.01 Completion of ~~Entry~~Acquisition ~~into~~or aDisposition ~~Material~~of ~~Definitive Agreement.~~Assets

~~Item~~On 3September 14, 2007, the Company signed an Agreement and Plan of Reorganization with ESP Resources, Inc.02 ~~Unregistered~~(“ESP”) ~~Sales~~and the shareholders of ~~Equity~~ESP ~~Securities~~Resources, Inc. (the “Agreement”). The close of the transaction occurred on October 31, 2007 (the “Closing Date”). On the Closing Date, the ESP shareholders exchanged all of their ESP shares for DUI common shares, and ESP merged with a wholly-owned subsidiary of DUI and became the surviving corporation of such merger (the “Merger”) and the new wholly owned subsidiary of DUI. As a result of the Merger, ESP shareholders own approximately seventy-five (75%) percent of DUI’s outstanding, post-Merger common shares, or 18,000,000 common shares. The Merger was approved by our Board of Directors and by shareholders holding a majority of our common stock at a Special Meeting of Stockholders held on October 31, 2007.

~~Item~~The 8foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.~~01.~~1 ~~Other~~to ~~Events~~the Current Report on Form 8-K dated September 19, 2007 and incorporated herein by reference.

OnBusiness ~~September 14, 2007, the Company signed an Agreement and Plan~~ of ~~Reorganization with~~ ESP Resources, Inc. and the shareholders of ESP Resources, Inc. (the “Merger or Acquisition Agreement”), pursuant to the principal terms of which the ESP shareholders will exchange all of their ESP shares for DUI common shares, with ESP merging with a wholly-owned subsidiary of DUI and becoming the surviving corporation of such merger (the “Merger”) and the new wholly owned subsidiary of DUI. As a result of the Merger, ESP shareholders shall own approximately seventy-five (75%) percent of DUI’s outstanding, post-Merger common shares, or 18,000,000 common shares, and DUI shareholders approximately twenty-five (25%) percent, or 6,000,000 common shares. The Merger is subject to several conditions: first, DUI must prepare and file a proxy statement for a special meeting of shareholders in order to obtain their shareholder votes to approve: (i) the Merger; to adopt amendments to its Articles of Incorporation (ii) to increase of its authorized common shares from 20,000,000 to 100,000,000, and; (iii) to insert a new provision, permitting stockholder action by majority stockholder written consent, and; (iv) to change its corporate name to “ESP Enterprises, Inc.”. DUI shareholders owning approximately 61% of the 1,230,000 currently outstanding common shares have indicated that they intend to vote for all of these proposals.

~~The~~ESP ~~foregoing~~Resources ~~description~~Inc. of(“ESP”) ~~the~~was ~~Agreement~~organized ~~does~~under ~~not~~the ~~purport~~laws toof bethe ~~complete~~State ~~and~~of Delaware in ~~is qualified~~November, in2006. ~~its~~ESP ~~entirety~~began byoperations ~~reference~~during to the ~~Agreement,~~first aquarter ~~copy~~ of ~~which~~2007 isas a ~~attached~~custom asformulator ~~Exhibit~~of 10oilfield petrochemicals.1 toESP ~~this~~provides ~~Current~~custom ~~Report~~blended specialty onchemicals ~~Form~~and ~~8-K~~analytical services to the oil and ~~incorporated~~gas drilling and ~~herein~~production bysectors ~~reference~~of the petroleum industry.

ESP acts as manufacturer, distributor and marketer of specialty chemicals. The company provides applications of surface chemistry via a high level of innovation and service to all facets of the fossil energy business. As a custom formulator of specialty chemistries for the energy industry, ESP supplies specialty chemicals for a variety of oil field applications including separating suspended water and other contaminants from crude oil, pumping enhancement, cleaning, and a variety of fluids and additives used in the drilling and production process. At each drilling site or well that is in produc-tion, there exist a number of factors that make each site unique. Wells that are operating short distances from each other in the same field can have very different characteristics. This variance in operating condi-tions, chemical makeup of the oil and the usage of diverse equipment requires a very specific chemical blend to be used if maximum drilling and production well performance is to be attained.

ESP has developed a very sophisticated analysis system that compares data to quickly and economically design a chemical that most perfectly matches the operating conditions at the well site. The extensive experience of the service of ESP is responsible for the development of some unusual chemical solutions to oilfield problems.

ESP’s goal is first, to solve the customer’s problem at the well and optimize drilling or production. Typically, the ESP team may gather informa-tion at a well site and enter the information into the system to provide testing parameters and reproduce condi-tions at the wellhead. This allows the employees to design and test a new chemical blend in a very short time. In many cases, a new blend may be in service at the well in as little as 24 hours. This unique process can shorten the chemical development time frame from two months or more to a few days or hours.

Item 3.02 Unregistered Sales of Equity Securities

OnPursuant ~~or about~~to ~~June~~the 28Agreement, ~~2007,~~on ~~Downside~~October Up31, ~~Inc.~~2007, ~~(sometimes~~we ~~“DUI”)~~issued ~~commenced~~18,000,000 ashares ~~private offering~~ of ~~its~~our ~~securities to accredited investors in certain select states.~~Common ~~DUI offered~~Stock up to ~~forty~~the ~~(40)~~ESP ~~“Units”~~shareholders toin ~~select~~exchange ~~accredited~~for ~~investors~~100% onof athe ~~best~~outstanding ~~effort~~shares ~~basis. The Units are offered for a total subscription price~~ of ~~$25,000 per~~ ~~Unit to~~ESP, ~~persons~~which ~~who~~merged ~~qualify~~into asour ~~“accredited~~wholly ~~investors”~~owned assubsidiary. ~~such~~Such ~~term~~securities iswere ~~defined in the~~not ~~rules~~registered ~~and~~under ~~regulations of~~ the Securities Act. ~~Each~~of ~~Unit~~1933. isThe ~~comprised~~issuance of ~~one unsecured~~these ~~convertible~~shares ~~promissory note, accruing interest at ten (10%) per~~was ~~cent(the~~exempt ~~“Note”~~from orregistration, ~~“Notes”)~~in ~~and~~part ~~one~~pursuant ~~(1) warrant~~ to ~~purchase~~Regulation ~~25,000~~D ~~shares~~under of the Securities ~~DUI’s~~Act ~~common stock. All or a portion~~ of ~~the~~1933 ~~principal~~ and accrued interest on the Note, at the holder’s option, may be converted into shares of the DUI’s Common Stock, provided that the DUI Common Shares underlying the Notes are then included in apart ~~resale~~pursuant ~~prospectus~~to ~~forming~~Section ~~part~~4(2) of ~~a registration statement declared effective by~~ the ~~U.S.~~ Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933. ~~Each warrant~~ ~~shall~~We ~~entitle~~made ~~the~~this ~~investor~~determination tobased ~~purchase~~on ~~up to 25,000 shares of~~ the ~~DUI’s~~representations ~~common stock at the exercise price~~ of ~~$1.00~~ESP ~~per~~which ~~share~~included, ~~anytime during the five (5)~~ ~~year period~~in ~~following~~pertinent ~~issuance~~part, ~~provided as well~~ that ~~DUI~~such ~~Common~~shareholders ~~Shares~~were ~~underlying the~~"accredited ~~Warrants~~investors" ~~are then included in a resale prospectus forming part of a~~within ~~registration statement declared effective by~~ the ~~U.S. Securities and Exchange~~ ~~Commission.~~meaning ~~The number~~ of ~~shares~~Rule ~~into~~501 ~~which the Notes are convertible will be equal to the quotient~~ of ~~the~~Regulation ~~converted~~D ~~principal~~promulgated ~~and~~under ~~interest divided by~~ the ~~average~~ ~~trading~~Securities ~~price of the Common Shares over the ten (10) trading day period immediately preceding the conversion date~~Act, ~~less a twenty-five (25%) percent~~and ~~discount~~that ~~(the~~such ~~“Conversion~~shareholders ~~Rate”).~~were ~~For~~acquiring ~~example,~~our ifcommon ~~the average trading price of the Common Shares is $2.00~~stock, ~~then~~for ~~after~~investment ~~applying the 25% discount, the Conversion~~purposes ~~Rate would be $1.50~~ for ~~one~~their ~~DUI~~own ~~common~~respective ~~share.~~accounts ~~Subject to 30 days’ notice, the Notes shall be redeemed~~ and ~~paid~~not inas ~~full~~nominees ~~at the earlier of either (i) two years from the date of issuance~~ or; ~~(ii)~~agents, ~~upon~~and ~~the~~not ~~closing of a financing transaction~~with ~~of at least $5,000,000 (the “Qualified Financing”). DUI intends to file~~ a ~~registration~~view ~~statement~~ to ~~register~~ the ~~Common~~resale ~~Shares~~or ~~underlying~~distribution ~~both~~thereof, ~~the Notes~~ and ~~the~~that ~~Warrants within a reasonable time following~~ the ~~closing~~ESP ~~of the merger~~shareholders ~~transaction~~understood ~~between~~that the ~~Company~~shares ~~and ESP Resources, Inc., but no later than October 31, 2007. As~~ of ~~the~~our ~~date~~common ofstock ~~this~~may ~~filing,~~not ~~DUI~~be ~~has~~sold ~~raised~~or ~~approximately~~otherwise ~~$1,050,000~~disposed ~~from~~of ~~twenty~~without ~~accredited~~registration ~~investors.~~under ~~DUI has increased~~ the ~~private offering~~Securities ~~maximum~~Act ~~from the original 40 Units,~~ or ~~$1,000,000,~~an ~~to 100 Units, or~~applicable ~~$2,500,000.~~exemption ~~The DUI private placement was extended to October 31, 2007, unless terminated earlier~~therefrom.

The Company relied upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of Section 4(2) and Regulation D in connection with the private sale of the above identified unregistered securities. The Company had a pre-existing relationship with the accredited investors and no general solicitation or advertising was involved; each accredited investor signed subscription agreements acknowledging their investment intent and the restricted nature of the unregistered securities purchased, and all securities, when issued, shall contain a restrictive legend, disclosing that any transfer or other disposition could only be made in compliance with the registration requirements of the Securities Act or pursuant to valid exemptions therefrom.

Item 9 5.01. Changes in ~~Financial~~Control ~~Statements~~of ~~and Exhibits~~Registrant.

(d)	Exhibits:
	10.1	10.1 Foa Agreement and Plan of Reorganization, dated September 14, 2007.

As explained more fully in Item 2.01, in connection with the Agreement, on October 31, 2007, we issued 18,000,000 shares of our Common Stock to the ESP Shareholders in exchange for the transfer of 100% of the outstanding shares of ESP which merged into our wholly owned subsidiary. As such, immediately following the Merger, the ESP Shareholders held approximately 75% of the total combined voting power of all classes of our outstanding stock entitled to vote. Reference is made to the disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

In connection with the Closing of the Merger, and as explained more fully in Item 5.02 of this Current Report, on October 31, 2007, Angelo Luca resigned as a member of our board of directors and as our Vice president and Secretary, and Michael Cavaleri resigned as our President. Further, effective October 31, 2007, David Dugas was appointed as our President and as a member of the board of directors, and Tony Primeaux was appointed as our Vice president, as well as a member of the board of directors.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(a) Resignation of Directors

Effective October 31, 2007, Angelo Luca resigned as a member of our board of directors. There were no disagreements between Mr. Luca and us or any officer or director of the Company.

(b) Resignation of Officers

Effective October 31, 2007, Angelo Luca resigned as our Vice president and Secretary, and Michael Cavaleri resigned as our President.

(c) Appointment of Officers and Directors

Effective October 31, 2007, the following persons were appointed as members of the Board of Directors:

NAME	AGE	POSITION
David Dugas	50	Chairman, President, and Chief Executive Officer
Tony Primeaux	51	Vice President and Director

The business background descriptions of the newly appointed directors are as follows:

Mr. Dugas was elected as our President and Chairman on October 31, 2007. Prior to the merger of ESP Resources, Inc. with the Company, Mr. Dugas was one of the founders of ESP Resources in November, 2006 and was elected its President. Prior to joining ESP Resources, Inc., he was a co-founder in 2002 and a principal of a specialty water purification known as ULTRA PURE - ICEX Co., located in Lafayette, Louisiana, and sold his interests in 2006. Mr. Dugas received his BS degree in Petroleum Engineering from the University of Southwestern Louisiana in 1978 and is currently a member in the Society of Petroleum Engineers, a Lifetime Member of Phi Beta Kappa and a member of Tau Beta Pi National Engineering Society. Mr. Dugas is also a licensed Professional Petroleum Engineer in the States of Texas and Louisiana.

Mr. Primeaux was elected as our Vice president and Director on October 31, 2007. He joined ESP Resources, Inc. in November, 2006 and served as its Vice President. Tony Primeaux was Operations Manager for Peake Energy Group, Inc., a specialty chemical company serving the Gulf South, also located in Lafayette, Louisiana, from 2001 through 2006. With over 29 years of experience in the value-added specialty chemical market, Mr. Primeaux has started, developed and sold several businesses serving the gas and oil production sector. Mr. Primeaux attended University of Louisiana at Lafayette, on an athletic scholarship.

Family Relationships

There are no family relationships between any of our directors or executive officers and any other directors or executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 31, 2007, we filed an Amendment to our Certificate of Incorporation changing our name to “ESP Enterprises, Inc.”; increasing our authorized common shares from 20,000,000 to 100,000,000; and adding a new provision, permitting stockholder action by majority stockholder written consent. Such actions were approved by our Board of Directors and by the stockholders holding a majority of our common stock at a Special Meeting of Stockholders on October 31, 2007.

Item 5.06 Change In Shell Company Status

As explained more fully in Item 2.01 above, we were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the Closing of the Merger. As a result of the Merger, ESP Resources merged into our wholly owned subsidiary and became our main operational business. Consequently, we believe that the Merger has caused us to cease to be a shell company. For information about the Merger, please see the information set forth above under Item 2.01 of this Current Report on Form 8-K which information is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements 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.

	DOWNSIDE UP, INC.
	ESP ENTERPRISES, INC.
Dated: September 18, 2007	By:	/s/ Michael J. Cavaleri
Dated: November 6, 2007	By:	/s/ David Dugas
		Michael J. Cavaleri Chief Executive Officer
		David Dugas President

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