Environmental Service Professionals, Inc. - Amended Annual Report (Small Business Issuers) (10KSB/A)
May 23 2008 - 5:01AM
Edgar (US Regulatory)
FORM 10-KSB/A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal yeaR ended December 31, 2007.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to ________.
COMMISSION FILE NUMBER 1-14244
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 84-1214736
------------------- -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
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1111 EAST TAHQUITZ CANYON WAY, SUITE 110, PALM SPRINGS, CALIFORNIA 92262
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 327-5284
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB/A or any
amendment to this Form 10-KSB/A. [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ].
State issuer's revenues for the most recent fiscal year: $581,803
The aggregate market value of common stock of the Company, par value $0.001 per
share ("Common Stock"), held by non-affiliates of the registrant as of March 31,
2008, was $1,881,417. The Company's Common Stock is currently traded on the Over
the Counter Bulletin Board.
There were 18,655,697 shares of Common Stock issued and outstanding as of March
31, 2008.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ].
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
THIS ANNUAL REPORT ON FORM 10KSB/A AND THE INFORMATION INCORPORATED BY REFERENCE
MAY INCLUDE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THE COMPANY INTENDS THE
FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE HARBOR PROVISIONS FOR
FORWARD-LOOKING STATEMENTS. ALL STATEMENTS REGARDING THE COMPANY'S EXPECTED
FINANCIAL POSITION AND OPERATING RESULTS, ITS BUSINESS STRATEGY, ITS FINANCING
PLANS AND THE OUTCOME OF ANY CONTINGENCIES ARE FORWARD-LOOKING STATEMENTS. THE
FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT ESTIMATES AND PROJECTIONS ABOUT
OUR INDUSTRY AND OUR BUSINESS. WORDS SUCH AS "ANTICIPATES," "EXPECTS,"
"INTENDS," "PLANS," "BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING
STATEMENTS. THE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
SET FORTH OR IMPLIED BY ANY FORWARD LOOKING STATEMENTS. THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE PUBLICLY THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS
MAY BE REQUIRED BY LAW.
TABLE OF CONTENTS
10KSB/A
PART I...................................................................................................... N/A
ITEM 1. DESCRIPTION OF BUSINESS............................................................... N/A
ITEM 2. DESCRIPTION OF PROPERTY............................................................... N/A
ITEM 3. LEGAL PROCEEDINGS..................................................................... N/A
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................... N/A
PART II........................................................................................................ 1
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................. N/A
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............................. N/A
ITEM 7. FINANCIAL STATEMENTS.................................................................. N/A
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.. 1
ITEM 8A. CONTROLS AND PROCEDURES............................................................... N/A
ITEM 8A(T). CONTROLS AND PROCEDURES............................................................... N/A
ITEM 8B. OTHER INFORMATION..................................................................... N/A
PART III....................................................................................................... 1
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT......................................... N/A
ITEM 10. EXECUTIVE COMPENSATION................................................................ N/A
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS........................................................... N/A
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE............. N/A
ITEM 13. EXHIBITS................................................................................ 1
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES................................................ N/A
SIGNATURES....................................................................................................... 2
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PART II
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Attached to this Report as Exhibit 16.1 is a copy of the letter from the
Company's Former Accountant which was previously filed as an exhibit to the
Report on Form 8-K/A filed by the Company with the Securities and Exchange
Commission on May 7, 2008.
PART III
ITEM 13. EXHIBITS
EXHIBIT DESCRIPTION
------- ----------------------------------------------------
16.1 Letter from Chang G. Park, CPA, Ph. D.,
dated May 2, 2008
23.1 Consent of Chang G. Park, CPA, Ph. D.,
Independent Registered Public Accounting Firm
23.2 Consent of Stan J.H. Lee, CPA, CMA,
Independent Registered Public Accounting Firm
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: May 22, 2008 ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
By: /s/ Edward L. Torres
----------------------------------------------
Edward L. Torres, Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Edward L. Torres
----------------------------------------------
Edward L. Torres,
Acting Chief Financial Officer
(Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
By: /s/ Edward L. Torres Dated: May 22, 2008
-----------------------------------------------
Edward L. Torres, Chairman of the Board
By: /s/ Lyle Watkins Dated: May 22, 2008
----------------------------------------------
Lyle Watkins, Director
By: /s/ S. Robert August Dated: May 22, 2008
-----------------------------------------------
S. Robert August, Director
By: /s/ Leroy Moyer Dated: May 22, 2008
-----------------------------------------------
Leroy Moyer, Director
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