- Amended Current report filing (8-K/A)
17 Maio 2010 - 9:13AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2010
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.)
810 N. FARRELL DRIVE, PALM SPRINGS, CALIFORNIA 92262
(Address of principal executive offices) (Zip Code)
(760) 327-5284
(Registrant's telephone number, including area code)
(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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TABLE OF CONTENTS
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS.............................1
SECTION 2. FINANCIAL INFORMATION............................................1
SECTION 3. SECURITIES AND TRADING MARKETS...................................1
SECTION 4. MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
STATEMENTS...................................................1
Item 4.01 Changes in Registrant's Certifying Accountant.....1
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT..............................1
SECTION 6. [RESERVED].......................................................2
SECTION 7. REGULATION FD....................................................2
SECTION 8. OTHER EVENTS.....................................................2
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ...............................2
SIGNATURES....................................................................2
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SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Not Applicable.
SECTION 2. FINANCIAL INFORMATION
Not Applicable.
SECTION 3. SECURITIES AND TRADING MARKETS
Not Applicable.
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On or about March 30, 2010, Environmental Service Professionals, Inc.,
a Nevada corporaton (the "Company") engaged Farber Haas Hurley LLP ("New
Accountant") to audit and review the Company's financial statements for the
fiscal year ending December 31, 2009 and December 31, 2008. The New Accountant
has been engaged for general audit and review services and not because of any
particular transaction or accounting principle, or because of any disagreement
with the Company's former accountant, Stan J. Lee, Certified Public Accountant
(the "Former Accountant").
On May 12, 2010, the Company received a letter from the Former
Accountant, dated May 12, 2010, a copy of which is attached to this Report as
Exhibit 16.1. The letter indicates that Mr. Lee disagrees with the contents of
the Company's Report on Form 8-K, dated April 5, 2010, relating to our change of
certifying accountants. In his letter, he states that effective December 21,
2009, he disclaims his audit opinions for our financial statements dated as of
and for the fiscal years ending December 31, 2007 and 2008. He also states that
he resigned as our certifying accountant on December 21, 2009, rather than being
dismissed by us on March 30, 2010.
We disagree with Mr. Lee regarding the effective date of his
disclaimers and resignation. Even though he notified us by email correspondence
on December 21, 2009 that he resigned and "disclaimed" his prior audit opinions
for the Company's fiscal years 2007 and 2008, we believe that subsequent
correspondence (i.e. December 22, 2009 and thereafter) from Mr. Lee to the
Company indicated that he had changed his mind. Mr. Lee disagrees with our
interpretation of the subsequent correspondence. We finally dismissed him and
engaged the New Accountants on March 30, 2010. As stated in our Report on Form
8-K, dated April 5, 2010, we have engaged the New Accountants to entirely
re-audit and enable the Company to restate its financial statements for those
fiscal years, as well as to audit our fiscal year 2009 financial statements.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Not Applicable
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SECTION 6. [RESERVED]
SECTION 7. REGULATION FD DISCLOSURE
Not Applicable.
SECTION 8. OTHER EVENTS
Not Applicable.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Shell Company Transactions Not Applicable.
(d) Exhibits
16.1 Letter from Stan J. Lee, Certified Public Accountant,
dated May 12, 2010.
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: May 12, 2010
/s/ Edward L. Torres
-----------------------------------------
Edward L. Torres, Chief Executive Officer
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