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): January 25, 2011
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
1-14244 84-1214736
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(Commission File Number) (I.R.S. Employer Identification No.)
810 N. FERRELL DRIVE, PALM SPRINGS, CALIFORNIA 92262
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(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
Item: 2.02 Results of Operations and Financial Condition........1
SECTION 3. SECURITIES AND TRADING MARKETS...................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS...................................................1
Item 4.02-Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report Completed Interim Review...1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..............................2
SECTION 6. [RESERVED].......................................................2
SECTION 7. REGULATION FD....................................................2
SECTION 8. OTHER EVENTS.....................................................2
Item 8.01 Other Events..........................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ...............................3
SIGNATURES....................................................................3
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Not Applicable.
SECTION 2. FINANCIAL INFORMATION
ITEM: 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Due to limited activity within its inspection operations, Environmental
Service Professionals, Inc. the (" Company") has clarified the status of itself
as being a non-shell Company. The Company maintains non-cash assets of software,
inspection protocols, office equipment in the Environmental Inspection business
and further states that the Company is an on-going business within the
Environmental Inspection industry as a provider of services in the Environmental
Inspection Industry throughout the United States.
Details of the business can be obtained at the Company website:
www.evsp.com.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable.
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
The Company's Board of Directors and its Audit Committee have concluded
that the Company's financial statements for the fiscal years ended December 31,
2006 should no longer be relied upon because of an error in such financial
statements. The Board of Directors unanimously approved, authorized and directed
the restatement of the 2007 and 2008 financial statements and the filing of this
Report on Form 8-K by resolution adopted on March 30, 2010. The restatement is
expected to reflect a change in the manner in which the Company is going to
record its business combination with Glas Aire Industries, Inc., which occurred
in 2006. We expect the restatement to primarily affect the Company's balance
sheets during its fiscal years ending December 31, 2006, 2007 and 2008. It is
also the intent of the company to become fully reporting by the required 2010
fiscal year end filing date of March 31, 2011.
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable
SECTION 6. [RESERVED]
SECTION 7. REGULATION FD DISCLOSURE
Not Applicable.
SECTION 8. OTHER EVENTS
ITEM 8.01 OTHER EVENTS
During the time that the Company completes its restatements for years
ending December 31, 2007, the Board of Directors has elected to post its
unaudited financial statements on the OTC Pink Sheet exchange under
http://www.otcmarkets.com/news/otc-news and view statements under the News &
financial tab, then go to Financial Reports tab, then seek for EVSP financial
posting, the information will also be available on the Company's website at
www.evsp.com. The Company intends to complete the restatement for the year
ending December 31, 2008 and to file with the Securities and Exchange Commission
to represent year 2007 and 2008 financial statements.
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
None.
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.
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(Registrant)
Date: January 25, 2011
/s/ Edward L. Torres
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Edward L. Torres, Chief Executive Officer
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