UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)
Environmental Service
Professionals, Inc.
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
294077 10
2
(CUSIP
Number)
August 5,
2009
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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|
o
|
Rule
13d-1(b)
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|
|
|
|
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|
x
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Rule
13d-1(c)
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1
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NAMES
OF REPORTING PERSONS:
|
|
|
|
|
|
Boca
Funding, LLC
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
(a)
o
|
|
|
(b)
x
|
|
3
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SEC
USE ONLY:
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|
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4
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|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
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Delaware
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5
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|
SOLE
VOTING POWER:
0
|
|
|
|
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|
NUMBER
OF
|
|
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|
SHARES
|
6
|
|
SHARED
VOTING POWER:
1,565,000
|
|
BENEFICIALLY
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|
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|
OWNED
BY
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|
|
EACH
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7
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SOLE
DISPOSITIVE POWER:
0
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|
REPORTING
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|
PERSON
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WITH:
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8
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|
SHARED
DISPOSITIVE POWER:
1,565,000
|
|
|
|
|
|
|
|
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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|
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1,565,000
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|
10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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o
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|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
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2.53%*
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|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
|
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OO
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*Based on
61,967,012 shares of common stock of the Issuer issued and outstanding as
of August 5, 2009
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1
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NAMES
OF REPORTING PERSONS:
|
|
|
|
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|
Centurion
Credit Resources, LLC
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
(a)
o
|
|
|
(b)
x
|
|
3
|
|
SEC
USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
Delaware
|
|
|
5
|
|
SOLE
VOTING POWER:
0
|
|
|
|
|
|
NUMBER
OF
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER:
2,000,000
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
|
|
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER:
0
|
|
REPORTING
|
|
|
|
PERSON
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER:
2,000,000
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
|
|
2,000,000
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
|
|
|
|
|
o
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
|
|
|
3.23%*
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
|
|
|
OO
|
*Based on
61,967,012 shares of common stock of the Issuer issued and outstanding as
of August 5, 2009
|
|
|
|
|
1
|
|
NAMES
OF REPORTING PERSONS:
|
|
|
|
|
|
Centurion
Credit Group Master Fund LP
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
(a)
o
|
|
|
(b)
x
|
|
3
|
|
SEC
USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
Delaware
|
|
|
5
|
|
SOLE
VOTING POWER:
0
|
|
|
|
|
|
NUMBER
OF
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER: 3,565,000
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
|
|
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER:
0
|
|
REPORTING
|
|
|
|
PERSON
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER: 3,565,000
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
|
|
3,565,000
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
|
|
|
|
|
o
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
|
|
|
5.76%*
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
|
|
|
PN
|
*Based on
61,967,012 shares of common stock of the Issuer issued and outstanding as
of August 5, 2009
|
|
|
|
|
1
|
|
NAMES
OF REPORTING PERSONS:
|
|
|
|
|
|
Murray
Huberfeld
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
|
|
|
(a)
o
|
|
|
(b)
x
|
|
3
|
|
SEC
USE ONLY:
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
|
|
|
|
United
States
|
|
|
5
|
|
SOLE
VOTING POWER:
0
|
|
|
|
|
|
NUMBER
OF
|
|
|
|
SHARES
|
6
|
|
SHARED
VOTING POWER:
3,565,000
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
|
|
|
EACH
|
7
|
|
SOLE
DISPOSITIVE POWER:
0
|
|
REPORTING
|
|
|
|
PERSON
|
|
|
|
WITH:
|
8
|
|
SHARED
DISPOSITIVE POWER:
3,565,000
|
|
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
|
|
|
3,565,000
|
|
10
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
|
|
|
|
|
o
|
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
|
|
|
|
|
|
5.76%*
|
|
12
|
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
|
|
|
|
IN
|
*Based on
61,967,012 shares of common stock of the Issuer issued and outstanding as
of August 5, 2009
This
Amendment No. 1 to Schedule 13G amends the Schedule 13G filed by Boca Funding
LLC on February 19, 2008 for purposes of updating the number of shares of Issuer
common stock beneficially owned by Boca Funding LLC and for purposes of adding
additional reporting persons and their respective holdings in shares of Issuer
common stock.
Item
1.
(a) Name
of Issuer.
Environmental Service Professionals, Inc.
(b)
Address of Issuer's Principal Executive Offices.
1111
East Tahquitz Canyon Way, Suite 110
Palm
Springs, CA 92262
Item
2.
(a) Name of Persons Filing.
Boca Funding, LLC (“Boca”)
Centurion
Credit Resources, LLC (“Resources”)
Centurion
Credit Group Master Fund LP (”Group”)
Murray
Huberfeld (“Huberfeld”)
The
shares reported in this Amendment No. 1 to Schedule 13G are held directly by
Boca and Resources. Group owns 99% of each of Boca and
Resources. Huberfeld controls Group. Group may be deemed
to be an indirect beneficial owner of shares held directly by Boca and Resources
and Huberfeld may be deemed to be an indirect beneficial owner of shares deemed
to be beneficially owned by Group. Group disclaims beneficial
ownership of shares directly held by Boca or Resources and Huberfeld disclaims
beneficial ownership of any shares directly held by Boca or Resources or shares
deemed to be beneficially owned by Group.
(b)
Address or Principal Business Office or, if none, Residence of each of the
Reporting Persons.
152
West 57
th
Street,
54
th
Floor
New
York, NY 10019
(c) Citizenship or Place of Organization.
|
Boca:
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Delaware
|
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Resources:
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Delaware
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Group:
|
Delaware
|
|
Huberfeld:
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United
States
|
(d) Title
of Class of Securities.
Common
Stock, par value $0.001 per share
(e) CUSIP
No.
294077
10 2
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a: Not
applicable.
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(a)
|
o
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Broker
or dealer registered under section 15 of the Act.
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(b)
|
o
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Bank
as defined in Section 3(a)(6) of the Act.
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(c)
|
o
|
Insurance
company as defined in Section 3(a)(19) of the Act.
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(d)
|
o
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Investment
company registered under section 8 of the Investment Company Act of
1940.
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(e)
|
o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
|
o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
|
o
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
o
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
|
(i)
|
o
|
A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of
1940;
|
|
|
(j)
|
o
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
Item 4.
Ownership.
(a) Amount beneficially
owned
|
Boca:
|
1,565,000
|
|
Resources:
|
2,000,000
|
|
Group:
|
3,565,000
|
|
Huberfeld:
|
3,565,000
|
|
|
|
(b) Percent of class
|
Boca:
|
2.53%
|
|
Resources:
|
3.23%
|
|
Group:
|
5.76%
|
|
Huberfeld:
|
5.76%
|
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
|
Boca:
|
0
|
|
Resources:
|
0
|
|
Group:
|
0
|
|
Huberfeld:
|
0
|
(ii)
Shared power to vote or to direct the vote:
|
Boca:
|
1,565,000
|
|
Resources:
|
2,000,000
|
|
Group:
|
3,565,000
|
|
Huberfeld:
|
|
(iii)
Sole power to dispose or to direct the disposition of:
|
Boca:
|
0
|
|
Resources:
|
0
|
|
Group:
|
0
|
|
Huberfeld:
|
0
|
(iv)
Shared power to dispose or to direct the disposition of:
|
Boca:
|
1,565,000
|
|
Resources:
|
2,000,000
|
|
Group:
|
3,565,000
|
|
Huberfeld:
|
3,565,000
|
Item 5.
Ownership of Five Percent or Less of a Class.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following
o
.
Item 6. Ownership of More than 5 Percent on
Behalf of Another Person.
N/A
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
August 10, 2009
BOCA
FUNDING, LLC
By:
/s/ Jason
Lyons
Name:
Jason Lyons
Title:
Manager
CENTURION
CREDIT RESOURCES, LLC
By:
/s/ Brian
Jedwab
Name:
Brian Jedwab
Title:
Manager
CENTURION
CREDIT GROUP MASTER FUND LP
By:
/s/ Murray
Huberfeld
Name:
Murray Huberfeld
Title:
Chairman and Chief Investment Officer
By:
/s/ Murray
Huberfeld
Name:
Murray Huberfeld
EXHIBIT
1
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is, and all subsequent amendments thereto shall be, filed on behalf of each of
the undersigned pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated
August 10, 2009
BOCA
FUNDING, LLC
By:
/s/ Jason
Lyons
Name:
Jason Lyons
Title:
Manager
CENTURION
CREDIT RESOURCES, LLC
By:
/s/ Brian
Jedwab
Name:
Brian Jedwab
Title:
Manager
CENTURION
CREDIT GROUP MASTER FUND LP
By:
/s/ Murray
Huberfeld
Name:
Murray Huberfeld
Title:
Chairman and Chief Investment Officer
By:
/s/ Murray
Huberfeld
Name:
Murray Huberfeld
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