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 17, 2008

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

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 8. OTHER EVENTS

Item 8.01 Other Events.

On October 14, 2008, effective as of October 1, 2008, Environmental Service Professionals, Inc., a Nevada corporation (the "Company"), entered into a Memorandum of Understanding on Cooperation of Services Agreement (the "Agreement") with ConSol, a California corporation ("ConSol"). The Agreement represents the good faith intentions of the parties to collaborate on developing ESP to be recognized and promoted as the "premier" home energy rating and green inspection company in California by January 1, 2009. Under the terms of the Agreement, ESP and ConSol agree to negotiate three additional agreements between the parties, including an affinity agreement regarding ESP's Healthy Living Maintenance Program and two consulting agreements pursuant to which ConSol will provide consulting services to ESP in order to assist ESP with the enhancement, expansion, and coordination of its services in California and nationally. ESP and ConSol also agreed to promote jointly positive environmental and energy solutions for homeowners nationwide, as well as regulatory, legislative and public policy positions that support the same.

A copy of the Memorandum of Understanding on Cooperation of Services Agreement is attached to this report as an Exhibit.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1.Memorandum of Understanding on Cooperation of Services Agreement with ConSol, a California corporation, dated as of October 14, 2008.

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: October 17, 2008


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

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