~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, DC 20549

~~UNITED~~FORM ~~STATES~~8-K ~~SECURITIES AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~CURRENT DCREPORT Pursuant ~~20549~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~FORM~~Date ~~8-K~~of Report (Date of earliest event reported): August 13, 2003

~~CURRENT~~Commission ~~REPORT PURSUANT~~File TONumber: ~~SECTION 13 OR 15 (d) OF THE~~000-12739 ~~SECURITIES EXCHANGE ACT OF 1934~~

~~June 10~~AESP, ~~2003~~INC. ~~DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)~~

~~COMMISSION~~(Exact ~~FILE~~Name ~~NUMBER~~of ~~000-12739~~ Registrant as Specified in its Charter)

~~AESP,~~Florida ~~INC~~(State or Other Jurisdiction of Incorporation) 59-2327381 (I. R.S. Employer Identification No.)

~~(Exact~~1810 ~~Name~~N.E. Of144th ~~Registrant~~Street North AsMiami, ~~Specified~~Florida In33181 (Address ~~Its~~of ~~Charter~~Principal Executive Offices)

~~FLORIDA~~Registrant’s ~~(State~~telephone Ornumber, ~~Other~~including ~~Jurisdiction~~area Ofcode: ~~Incorporation Or Organization) 59-2327381~~ (~~IRS Employer Identification No.~~305) 944-7710

~~1810~~Item 5. NEOther ~~144th~~Events ~~STREET NORTH~~and ~~MIAMI,~~Required FLFD ~~33181~~Disclosure. ~~(Address Of Principal Executive Offices)~~

On August 15, 2003, AESP, Inc. (~~305~~the “Company”) ~~944-7710~~ entered into a Fifth Amendment to Loan Agreement (~~Registrant~~the “Amendment”) with its current lender, CommerceBank, N.A. Pursuant to the terms of the Amendment, the Company’s existing ~~Telephone~~$1.9 million ~~Number~~line of credit was extended through September 30, 2003, ~~Including~~with ~~Area~~an ~~Code)~~additional extension until November 30, 2003 if the Company is able to reduce its outstanding line of credit with CommerceBank by at least $1.0 million by such date.

~~(Former~~ Under ~~Name~~the OrAmendment, ~~Former~~the ~~Address~~interest rate payable on the line of credit has been increased from prime plus 3% to prime from 4% per annum for the period between July 22, 2003 until September 30, 2003, and prime plus 6% for the Ifperiod ~~Changed~~between ~~Since~~September 30, ~~Last~~2003 ~~Report)~~and November 30, 2003. In addition the Amendment, amends and resets the financial covenants that the Company is obligated to meet at June 30 and September 30, 2003. The Amendment also requires that the Company satisfy all of its obligations to CommerceBank under the line of credit by December 1, 2003.

1 The foregoing is a summary of the information contained in the Amendment and the related Renewal Promissory Note and Side Letter Agreement. Reference is made to the more detailed information contained therein and attached hereto as Exhibits 10.24, 10.25 and 10.26, respectively.

~~TABLE~~Item 7. OFFinancial ~~CONTENTS~~Statements, Pro Forma Financial Information and Exhibits.

~~SIGNATURE~~ (c) Exhibits.


Exhibit No.		Description

10.24		Fifth Amendment to Loan Agreement by and between the Company and CommerceBank, N.A. dated as of August 15, 2003.

10.25		Renewal Promissory Note dated as of August 15, 2003

10.26		Side Letter Agreement dated August 15, 2003

99.1		Press Release dated August 13, 2003

~~ITEM 5~~Item 12. ~~OTHER~~Results ~~EVENTS~~of ~~AND~~Operations ~~REQUIRED~~and FDFinancial ~~DISCLOSURE~~Condition.

On ~~June~~August 913, 2003, AESP, Inc., ~~(the~~issued ~~“Company”) received~~ a ~~letter~~press ~~from~~release (the “Press ~~NASDAQ~~Release”) ~~Small-Cap~~announcing ~~Market advising the Company that as a consequence of~~ its ~~common~~ ~~stock~~financial ~~having~~results ~~traded below $1.00~~ for ~~a consecutive 30-day trading period,~~ the ~~Company~~three isand ~~not~~six inmonth ~~compliance with the NASDAQ continued listing maintenance~~periods ~~standards.~~ended ~~Under the NASDAQ rules~~June 30, ~~the~~2003. ~~Company~~A iscopy ~~subject to delisting~~ of ~~its common stock if~~ the ~~closing~~Press ~~bid~~Release ~~price of its common stock~~ is ~~not~~attached ~~$1.00~~as ~~per share or more for a minimum of ten consecutive trading days between this date and December~~Exhibit ~~8, 2003~~99. ~~As a result, there can be no assurance that the Company~~1. ~~will~~The bePress ~~able~~Release tois ~~maintain~~incorporated ~~its~~herein ~~listing~~by ~~on the NASDAQ Small-Cap Market~~reference.

~~SIGNATURE~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the~~SIGNATURE ~~registrant has caused this report to be signed on its behalf by the undersigned~~ ~~hereunto duly authorized, this 10th day of June, 2003.~~

~~AESP~~ Pursuant to the requirements of the Securities Exchange Act of 1934, ~~INC.~~the registrant ~~/s/~~has ~~John~~caused F.this ~~Wilkens~~report ~~John~~to F.be ~~Wilkens~~signed on its behalf by the undersigned hereunto duly authorized, ~~Chief~~this ~~Financial~~18th ~~Officer~~day of August, 2003.

2 AESP, INC /s/ John F. Wilkens John F. Wilkens, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.24		Fifth Amendment to Loan Agreement by and between the Company and CommerceBank, N.A. dated as of August 15, 2003.

10.25		Renewal Promissory Note dated as of August 15, 2003

10.26		Side Letter Agreement dated August 15, 2003

99.1		Press Release dated August 13, 2003

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