ENVIRONMENTAL SERVICE PROFESSIONALS, INC. - FORM 8-K - April 28, 2011

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EX-99.1 - ENVIRONMENTAL SERVICE PROFESSIONALS, INC.ex991.txt
 

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): April 27, 2011


                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
            --------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                     NEVADA
                         ------------------------------
                 (State or other jurisdiction of incorporation)


          1-14244                                      84-1214736
--------------------------------------------------------------------------------
   (Commission File Number)                 (I.R.S. Employer Identification No.)

              810 N. FERRELL DRIVE, PALM SPRINGS, CALIFORNIA 92262
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (760) 327-5284
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              (Registrant's telephone number, including area code)


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              (Former name, former address and former fiscal year,
                         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.

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR240.14d-2(b))

[_]  Soliciting  material  pursuant  to  Rule  14a-12  under  Exchange  Act  (17
     CFR240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR240.13e-4(c))






                                TABLE OF CONTENTS


SECTION 1.   REGISTRANT'S BUSINESS AND OPERATIONS..............................1

SECTION 2.   FINANCIAL INFORMATION.............................................1

SECTION 3.   SECURITIES AND TRADING MARKETS....................................1

SECTION 4.   MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL STATEMENTS..........1

SECTION 5.   CORPORATE GOVERNANCE AND MANAGEMENT...............................1

SECTION 6.   [RESERVED]........................................................1

SECTION 7.   REGULATION FD.....................................................1

SECTION 8.   OTHER EVENTS......................................................1

SECTION 9.   FINANCIAL STATEMENTS AND EXHIBITS ................................2

SIGNATURES.....................................................................2




SECTION 1.  REGISTRANT'S BUSINESS AND OPERATIONS

     Not Applicable.


SECTION 2.  FINANCIAL INFORMATION

     Not Applicable


SECTION 3.  SECURITIES AND TRADING MARKETS

     Not Applicable.


SECTION 4.  MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

     Not Applicable.


SECTION 5.  CORPORATE GOVERNANCE AND MANAGEMENT

     Not Applicable.


SECTION 6.  [RESERVED]



SECTION 7.  REGULATION FD DISCLOSURE

     Not Applicable.


SECTION 8.  OTHER EVENTS

         Environmental  Service  Professionals,  Inc., A Nevada corporation (The
"Company"),  announced today that it, along with two other plaintiffs, had filed
a lawsuit  in the  Circuit  Court of Cook  County,  Illinois  on March 14,  2011
against  Hayman Private  Equity,  LLC. and its affiliates for breach of contract
and fraud relating to a financing  promised by Hayman Private Equity, LLC to the
Company as  previously  disclosed in filings by the Company on Form 8-K with the
Securities  and Exchange  Commission on July 30, 2010.  See exhibit 99.1 to this
report.

                                      -1-




SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

     (a)  Financial Statements of Business Acquired

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

               99.1 Complaint by the Company and other Plaintiffs against Hayman
                    Private Equity, LLC and Affiliated Defendants.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                    ----------------------------------------
                                  (Registrant)

Date: April 27, 2011


                              /s/ Edward L. Torres
             -------------------------------------------------------
                    Edward L. Torres, Chief Executive Officer




                                      -2

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