Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Leighton Peter
 2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2008		 3. Issuer Name and Ticker or Trading Symbol
Espre Solutions Inc [EPRT]
(Last)
(First)
(Middle)
5700 W. PLANO PARKWAY, SUITE 2600		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLANO, TX 75093		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 8,055,556
I
Nonsuch Holdings Ltd. (Owned by family trust)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 10/22/2007 10/22/2012 Common Stock 4,938,272 $ 0.1 I Nonsuch Holdings Ltd. (owned by family trust)
Stock Option 05/01/2007(1) 05/01/2012 Common Stock 6,750,000 $ 0.085 D  
Stock Option 10/01/2007(2) 10/01/2012 Common Stock 4,250,000 $ 0.085 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Leighton Peter
5700 W. PLANO PARKWAY, SUITE 2600
PLANO, TX 75093		   X     President  

Signatures

/s/ Peter Leighton 01/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 3,375,000 shares were exercisable on May 1, 2007, and the balance of 3,375,000 shares vest equally over eighteen months beginning June 1, 2007, and ending on November 1, 2008.
(2) 2,125,000 shares were exercisable on October 1, 2007, and the balance of 2,125,000 shares vest equally over thirteen months beginning November 1, 2007, and ending on November 1, 2008.

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