Environmental Service Professionals, Inc. - Current report filing (8-K)

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): June 10, 2008

ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

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

1111 EAST TAHQUITZ CANYON WAY, SUITE 110, PALM SPRINGS, CALIFORNIA 92262
(Address of principal executive offices) (Zip Code)

[phone]

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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))

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SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01. Entry into a Material Definitive Agreement.

On June 10, 2008, Environmental Service Professionals, Inc., a Nevada corporation (the "Company") entered into a stock purchase agreement with Porter Valley Software, Inc., a California corporation ("PVS"), Keith Swift, an individual who owns 50% of the total issued and outstanding stock of PVS ("KS"), and Lorne Steiner, an individual who owns 50% of the total issued and outstanding stock of PVS ("LS"), to acquire 100% of the total issued and outstanding stock of PVS in exchange for 650,000 shares of the Company's common stock, issuable in installments over time, plus $400,000 in cash, payable in installments over time. The parties have not yet established a 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 Porter Valley Software, a California corporation dated as of May 1, 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: June 11, 2008 /s/ Edward Torres, Chief Executive Officer ------------------------------------------- Edward Torres, Chief Executive Officer