EVSP Environmental Service Professionals Inc (CE)

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): October 6, 2009

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))

SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

On October 6, 2009, effective as of September 1, 2009, Environmental Service Professionals, Inc., a Nevada corporation (the "Company") entered into a stock purchase agreement (the "SPA") with United Capitalists, Inc. dba Leverage Alternative Solutions, a California corporation ("UCI/LAS"), and Mario Pabon ("MP"), an individual who owns 100% of the total issued and outstanding stock of UCI/LAS, to acquire 100% of the total issued and outstanding stock of UCI/LAS in exchange for (i) 1,000,000 shares of the Company's common stock (the "Shares"), issuable at the closing of the transaction, (ii) $300,000 in cash, payable at the closing of the transaction, and (iii) 1,000,000 warrants to purchase 1,000,000 shares of the Company's common stock at a purchase price of $0.25 per share (the "Warrants"), issuable at the closing of the transaction. The Shares will have a one year holding period and the shares underlying the Warrants will have piggyback registration rights.

As an inducement to the Company to enter into the SPA, MP has agreed to enter into a non-compete agreement with the Company pursuant to which MP will agree that for a period of the longer of (i) 12 months from the closing date of the transaction or (ii) 12 months from the termination of MP's employment with UCI/LAS and in any event while MP is an employee, officer, director, or consultant of the Company or its affiliates, MP will not engage in any business or trade competing with the then business or trade of the Company or its affiliates in the United States. Effective as of the closing date of the transaction, MP will be retained on an at-will basis as the Chief Operations Officer of the Company and will receive a salary of $10,000 per month.

The parties have agreed to extend the closing date beyond September 30, 2009, but have not yet established a final closing date for the transaction. A copy of the Stock Purchase Agreement is attached to this Report as an exhibit.

SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

(d) Exhibits

99.1. Stock Purchase Agreement with United Capitalists, Inc. dba Leverage Alternative Solutions, a California corporation, dated as of September 1, 2009.

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.

Date: October 7, 2009


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

Environmental Service Pr... (CE) (USOTC:EVSP)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024

Environmental Service Pr... (CE) (USOTC:EVSP)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024