Environmental Service Professionals, Inc. - Statement of Ownership (SC 13G)
February 19 2008 - 9:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No __)
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)
December
28, 2007
(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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1
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NAMES
OF REPORTING PERSONS:
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Boca
Funding, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC
USE ONLY:
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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5
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SOLE
VOTING POWER:
1,250,000
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NUMBER
OF
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SHARES
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6
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SHARED
VOTING POWER:
0
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BENEFICIALLY
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OWNED
BY
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EACH
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7
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SOLE
DISPOSITIVE POWER:
1,250,000
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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:
0
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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·
1,250,000
shares of common
stock;
·
275,000
shares of common stock underlying a common
stock purchase warrant; and
·
1,060,345
shares of common stock underlying a $615,000 original
principal amount
convertible note (based on a conversion price of $0.58
per
share);
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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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5.74%
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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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 Person Filing.
Boca
Funding, LLC
(b)
Address or Principal Business Office or, if none, Residence.
152
West 57
th
Street, 54
th
Floor
New
York, NY 10019
(c)
Citizenship or Place of Organization.
Delaware
(d)
Title
of Class of Securities.
Common
Stock, par value $0.001 per share
(e)
CUSIP
No.
294077
10 2
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Item
3.
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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)
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o
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Broker
or dealer registered under section 15 of the
Act.
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the
Act.
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(c)
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o
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Insurance
company as defined in Section 3(a)(19) of the
Act.
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(d)
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o
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Investment
company registered under section 8 of the Investment Company
Act of
1940.
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(e)
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o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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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)
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o
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A
parent holding company or control person in accordance with
Rule
13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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;
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(j)
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o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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Item
4.
Ownership.
(a)
Amount Beneficially Owned:
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·
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1,250,000
shares of common stock;
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·
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275,000
shares of common stock underlying a common stock purchase warrant;
and
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·
|
1,060,345
shares of common stock underlying a $615,000 original principal
amount
convertible note (based on a conversion price of $0.58 per
share);
|
The
common stock purchase warrant and convertible note each provide a limitation
on
the exercise of such warrant and such note, such that the number of
shares of
common stock that may be acquired by the holder upon exercise of the
warrant or
conversion of the note shall be limited to the extent necessary to
ensure that
following such exercise or conversion the total number of shares of
common stock
then beneficially owned by the holder does not exceed 4.99% of the
total number
of issued and outstanding shares of common stock.
(b)
Percent of class:
5.74%
(c)
Number of shares as to which such person has:
(i)
Sole
power to vote or to direct the vote:
1,250,000
(ii)
Shared power to vote or to direct the vote:
0
(iii)
Sole power to dispose or to direct the disposition of:
1,250,000
(iv)
Shared power to dispose or to direct the disposition of:
0
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.
If
any
other person is known to have the right to receive or the power to
direct the
receipt of dividends from, or the proceeds from the sale of, such securities,
a
statement to that effect should be included in response to this item
and, if
such interest relates to more than five percent of the class, such
person should
be identified. A listing of the shareholders of an investment company
registered
under the Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
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.
If
a
parent holding company or control person has filed this schedule, pursuant
to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary.
If a parent holding company or control person has filed this schedule
pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary.
N/A
Item
8.
Identification and Classification of Members of the Group.
If
a
group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J),
so indicate
under Item 3(j) and attach an exhibit stating the identity and Item
3
classification of each member of the group. If a group has filed this
schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the
identity of each member of the group.
N/A
Item
9.
Notice of Dissolution of Group.
Notice
of
dissolution of a group may be furnished as an exhibit stating the date
of the
dissolution and that all further filings with respect to transactions
in the
security reported on will be filed, if required, by members of the
group, in
their individual capacity.
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:
February 18, 2008
BOCA
FUNDING, LLC
By:
/s/
JASON LYONS
Name:
Jason Lyons
Title:
Manager
Environmental Service Pr... (CE) (USOTC:EVSP)
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