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): July 30, 2010

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))

TABLE OF CONTENTS

SECTION 2. FINANCIAL INFORMATION.............................................1

 Item 2.03 Creation of a Direct Financial Obligation...........1

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ................................1

SIGNATURES.....................................................................2

SECTION 2. FINANCIAL INFORMATION

Item 2.03. Creation of a Direct Financial Obligation.

On July 28, 2010, Environmental Service Professionals, Inc., a Nevada corporation (the "Company"), received confirmation that the Letter of Credit issued by Metropolitan Financial Holdings for the benefit of Environmental Service Professionals, Inc in the face amount of $200,000,000 USD to secure a loan (the "Loan") in that amount expected to be made to the Company by a third party lender has been sent and received by the lender's bank. The Company now expects the Loan to be made to it in approximately five to fourteen (5-14) banking days or less. The net proceeds of the Loan are expected to be approximately $ 150,500,000 USD, after prepayment of all interest and payment of Letter of Credit and Loan origination fees. Prepaid interest and origination fees were deducted from the gross proceeds of the Loan.

The Loan is evidenced by a secured promissory note in the principal amount of $200,000,000 USD, bearing simple interest at the rate of 4.75% per annum and having a maturity date one year and 30 days after the date of the Loan (i.e. August 28, 2011). The Loan interest is payable in full on the date of funding, which was deducted from the Loan proceeds and principal in full on the maturity date in US Dollars. The Loan is secured by a Letter of Credit from an international bank having a commercial rating of BBB+ or better, in the principal amount of $ 200,000,000 USD, having a term coinciding with the term of the Loan. The Company is paying separate compensation to the provider of the Letter of Credit for making it available to the Company to pledge for this transaction.

A copy of the Loan agreement including the secured promissory note is attached to this Report as Exhibit 10.1.

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

10.1. Loan Agreement between Environmental Service Professionals, Inc. and third party lender.

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.

Date: July 30, 2010


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

Environmental Service Pr... (CE) (USOTC:EVSP)
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