UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(MARK ONE)

_X_       QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
          ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2007

____      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
                          FOR THE TRANSITION PERIOD FROM: _________ TO__________

                         COMMISSION FILE NUMBER: 1-14244

                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                  --------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


             NEVADA                                     84-1214736
-----------------------------------         ------------------------------------
    (State of Incorporation)                (I.R.S. Employer Identification No.)


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

                                 (760) 327-5284
                              --------------------
               Registrant's telephone number, including area code

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                    Yes      X                No
                                        --------------           -------

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchanged Act).

                                    Yes                       No    X
                                        ---------------          --------


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of September 30, 2007 the number
of  shares  outstanding  of the  registrant's  only  class of  common  stock was
20,717,857.

Transitional Small Business Disclosure Format (check one):

                                    Yes                       No    X
                                        ---------------          --------


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S><C>            <C>                                                                                                            <C>
PART I - FINANCIAL INFORMATION.....................................................................................................3
------------------------------
   ITEM 1.        FINANCIAL STATEMENTS (UNAUDITED).................................................................................3
   -------        --------------------------------
       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................................................................3
       -------------------------------------------------------
       RESTATED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2007 (UNAUDITED)......................................................4
       ----------------------------------------------------------------------
       RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007
        AND SEPTEMBER 30, 2006 (UNAUDITED).........................................................................................5
       -----------------------------------
       RESTATED CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
        SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006 (UNAUDITED)......................................................................6
       ------------------------------------------------------
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........................................................................7
       ----------------------------------------------------
   ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...........................12
   -------        -------------------------------------------------------------------------------------
   ITEM 3.        CONTROLS AND PROCEDURES.........................................................................................14
   -------        -----------------------
PART II - OTHER INFORMATION.......................................................................................................14
---------------------------
   ITEM 2.        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.....................................................15
   -------        -----------------------------------------------------------
   ITEM 3.        DEFAULTS UPON SENIOR SECURITIES.................................................................................15
   -------        -------------------------------
   ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................................15
   -------        ---------------------------------------------------
   ITEM 5.        OTHER INFORMATION...............................................................................................15
   -------        -----------------
   ITEM 6.        EXHIBITS........................................................................................................15
   -------        --------
SIGNATURES........................................................................................................................17
----------
</TABLE>











                                      -2-

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                               STAN J.H. LEE, CPA
               2160 Lemoine Avenue Suite 203 oFort Lee o NJ 07024
                      794 Broadway o Chula Vista o CA 91910
             619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of
Environmental Service Professionals , Inc.
and Subsidiaries


We have  reviewed  the  accompanying  restated  consolidated  balance  sheet  of
Environmental Service  Professionals,  Inc. and Subsidiaries as of September 30,
2007, and the related  restated  consolidated  statements of operations and cash
flows  for the  nine-months  then  ended.  These  financial  statements  are the
representation of the management .

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with the  standards of the Public  Company  Accounting  Oversight  Board (United
States) , the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying restated consolidated  financial statements for them
to be in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  Because of the  Company's  current
status and continuing  accumulated losses,  there is substantial doubt about its
ability to  continue  as a going  concern.  Management's  plans in regard to its
current  status are also  described in Note 2. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Stan J. H. Lee, CPA
------------------

Stan J.H. Lee, CPA


May 8th, 2008
Chula Vista, CA 91910

          REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD


                                      -3-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
     RESTATED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2007 (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                     ASSETS
                                                                                RESTATED
                                                                                  AS OF
                                                                              SEPTEMBER 30,                AS OF
                                                                                  2007                 DECEMBER 31,
                                                                                UNAUDITED                  2006
                                                                            ------------------       ------------------
<S>                                                                         <C>                      <C>
      CURRENT ASSETS
       Cash & cash equivalents                                              $          30,463        $         302,943
       Accounts receivable                                                            596,273                  258,989
       receivable - other                                                               1,228                        -
       Prepaid expense                                                                820,596                  412,496
                                                                            ------------------       ------------------

      TOTAL CURRENT ASSETS                                                          1,448,560                  974,428

      NET PROPERTY & EQUIPMENT                                                        434,111                   38,820

      OTHER ASSETS
       Deposits                                                                         2,120                   72,026
       Net trademarks                                                                     149                      563
       Goodwill                                                                     2,733,191                9,340,570
       Net - association membership list                                              650,835                        -
       Investments in business areas                                                  265,780                   15,779
                                                                            ------------------       ------------------

      TOTAL OTHER ASSETS                                                            3,652,075                9,428,938
                                                                            ------------------       ------------------

            TOTAL ASSETS                                                    $       5,534,746        $      10,442,186
                                                                            ==================       ==================

                       LIABILITIES & STOCKHOLDERS' EQUITY

      CURRENT LIABILITIES
       Accounts payable                                                     $         974,295        $         427,298
       Line of credit                                                                  94,201                  101,962
       Accrued liabilities                                                            144,502                        -
       Income taxes payable                                                            35,500                   35,500
       Loans payable                                                                1,977,300                  238,000
                                                                             ------------------       ------------------

      TOTAL CURRENT LIABILITIES                                                     3,225,798                  802,760

      LONG-TERM LIABILITIES
       Unsecured 10% Loan payable                                                   1,243,934                  859,831
                                                                            ------------------       ------------------

      TOTAL LONG-TERM LIABILITIES                                                   1,243,934                  859,831
                                                                            ------------------       ------------------

            TOTAL LIABILITIES                                                       4,469,732                1,662,591

      STOCKHOLDERS' EQUITY

      Common stock, (par value $.001 per share, 100,000,000 shares
         authorized: 20,717,857 and 13,935,869 shares issued and outstanding
         as of September 30, 2007 and December 31, 2006 respectively)                  20,718                   13,935
      Paid-in capital                                                              18,695,508               11,323,073
      Retained earnings                                                           (17,651,212)              (2,557,413)
                                                                            ------------------       ------------------

      TOTAL STOCKHOLDERS' EQUITY                                                    1,065,014                8,779,595

              TOTAL LIABILITIES &
                                                                            ------------------       ------------------
                         STOCKHOLDERS' EQUITY                             $         5,534,746     $         10,442,186
                                                                            ==================       ==================
</TABLE>

               See Notes to the Consolidated Financial Statements

                                      -4-
<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
    RESTATED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED
             SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                   RESTATED                                  RESTATED
                                                 THREE MONTHS         THREE MONTHS          NINE MONTHS          NINE MONTHS
                                                    ENDED                 ENDED                ENDED                ENDED
                                                SEPTEMBER 30,         SEPTEMBER 30,        SEPTEMBER 30,        SEPTEMBER 30,
                                                     2007                 2006                 2007                 2006
                                              -------------------   ------------------   ------------------   ------------------

    REVENUES
<S>                                           <C>                   <C>                  <C>                  <C>
     Income                                   $          144,699    $               -    $         555,118    $               -
     Cost of Goods Sold                                    6,555                    -               62,856                    -
                                              -------------------   ------------------   ------------------   ------------------

    GROSS PROFIT                                         138,144                    -              492,262                    -

    OPERATING EXPENSES
     Depreciation                                          4,959                    -               17,515                    -
     Finance fee                                       2,663,728                    -            2,663,728                    -
     Consulting                                          481,652                    -              628,196                    -
     Commission                                        1,062,653                    -            1,971,162                    -
     General and administrative                          623,251                  128            1,633,170                    -
                                              -------------------   ------------------   ------------------   ------------------

    TOTAL OPERATING EXPENSES                           4,836,243                  128            6,913,771                    -
                                              -------------------   ------------------   ------------------   ------------------

    OPERATING INCOME (LOSS)                           (4,698,099)                (128)          (6,421,509)                   -

    OTHER INCOME (EXPENSES)
     Interest income                                         358                    -                  358                    1
     Interest expense                                    (54,030)                (701)            (103,951)              (7,082)
     Other income                                        141,596                6,243              200,595               56,243
     Other expenses                                      (58,107)                   -              (58,107)                   -
     Impairment of goodwill                                    -                    -           (8,711,186)                   -
                                              -------------------   ------------------   ------------------   ------------------

    TOTAL OTHER INCOME (EXPENSES)                         29,817                5,542           (8,672,291)              49,162
                                              -------------------   ------------------   ------------------   ------------------

    NET INCOME (LOSS)                         $       (4,668,282)   $           5,414    $     (15,093,800)   $          49,162
                                              ===================   ==================   ==================   ==================

     BASIC EARNING (LOSS) PER SHARE           $            (0.25)   $            0.00    $           (0.88)   $            0.01
                                              -------------------   ------------------   ------------------   ------------------

    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES - BASIC AND DILUTED               19,013,176            5,881,152           17,064,228            4,569,295
                                              ===================   ==================   ==================   ==================
</TABLE>



               See Notes to the Consolidated Financial Statements

                                      -5-


<PAGE>
           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
    RESTATED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
             SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006 (UNAUDITED)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                          RESTATED
                                                                         NINE MONTHS          NINE MONTHS
                                                                            ENDED                ENDED
                                                                        SEPTEMBER 30,        SEPTEMBER 30,
                                                                            2007                  2006
                                                                      ------------------    -----------------

   CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                 <C>                   <C>
   Net income (loss)                                                $       (15,093,800)  $           49,162

   Adjustments to reconcile net loss to net cash
   provided by (used in) operating  activities:
    Depreciation & amortization                                                  17,930                    -
    Common stock                                                              7,379,218                    -
    Changes in operating assets and liabilities:
    (Increase) decrease in accounts receivable                                 (337,284)                   -
    (Increase) decrease in other receivable                                      (1,228)                   -
    (Increase) decrease in prepaid expenses                                    (408,100)                   -
    (Increase) decrease in goodwill                                           6,607,379                    -
    (Increase) decrease in security deposits                                     69,906                    -
    (Increase) decrease in business areas                                      (250,001)                   -
    (Increase) decrease in association membership list                         (659,000)
    (Increase) decrease in accounts payable and accrued expenses                691,499               10,940
                                                                      ------------------    -----------------

        NET CASH USED BY OPERATING ACTIVITIES                                (1,983,481)              60,102


   CASH FLOWS FROM INVESTING ACTIVITIES

         Acquisition of equipment                                              (404,641)                   -
                                                                      ------------------    -----------------

        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    (404,641)                   -

   CASH FLOWS FROM FINANCING ACTIVITIES

    Line of credit                                                               (7,761)                   -
    Increase in loan payable                                                  1,739,300                    -
    Proceeds from long-term liabilities                                         384,103                    -
                                                                      ------------------    -----------------

       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                    2,115,642                    -
                                                                      ------------------    -----------------

       NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                      (272,480)              60,102

       CASH AT BEGINNING OF PERIOD                                              302,943                1,832
                                                                      ------------------    -----------------

       CASH AT END OF PERIOD                                          $          30,463     $         61,934
                                                                      ==================    =================

   SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

   Interest paid                                                      $         103,900     $          7,082
                                                                      ==================    =================

   Income taxes paid                                                  $               -     $              -
                                                                      ==================    =================
</TABLE>




                                      -6-
<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2007
                                   (RESTATED)


NOTE 1 -   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying  September 30, 2007 condensed consolidated financial statements
have been prepared by the Company  without audit.  In the opinion of management,
all adjustments (which include only normal recurring  adjustments)  necessary to
present fairly the financial  position,  results of operations and cash flows at
September  30,  2007 and for all  periods  presented  have  been  made.  Certain
information and Footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted.  It is suggested  that
these condensed  consolidated  financial  statements be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included  in  the
Company's  December  31, 2006 audited  consolidated  financial  statements.  The
results of operations for periods ended  September 30, 2007 are not  necessarily
indicative of the operating results for the full years.


NOTE 2 - GOING CONCERN

The Company's  condensed  consolidated  financial  statements are prepared using
generally accepted accounting  principles  applicable to a going concern,  which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  The accompanying  condensed  consolidated  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  liabilities  that  might  result  from the  outcome  of this
uncertainty.  It is  management  intention to seek  additional  operating  funds
through operations,  and debt or equity offerings.  Management has yet to decide
what type of offering  the Company will use or how much capital the Company will
raise.  There is no guarantee that the Company will be able to raise any capital
through any type of offerings.


NOTE 3 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NATURE OF OPERATIONS:

Environmental Services Professionals, Inc. (formerly Glass-Aire Industries Group
Ltd.),  a Nevada  corporation  ("ESP"  or the  "Company")  was  incorporated  on
September  29,  1992.  Prior to ceasing  business  in March  2004,  the  Company
manufactured and distributed wind deflector products to automobile manufacturers
in the United States, Canada and Japan.

ESP has developed a standardized training, certification, inspection and results
reporting analysis program which form the foundation of a suite of services that
together comprise: "The Industry's Best in Class Inspection".  The brand name of
this Program is ESP's  Certified  Environmental  Home Inspector  ("CEHI") and is
operating under ESP's Environmental  Safeguard Professionals Business Unit. This
Business  Unit  will  also  provide  the  annual   subscription-based   moisture
maintenance programs to both residential and commercial clients.

                                      -7-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2007
                                   (RESTATED)


NOTE 3 - ORGANIZATION AND DESCRIPTION OF BUSINESS- CONTINUED

National  Professional  Services,  a wholly owned  business  unit is currently a
conglomerate  of 7 individual  associations  and maintains  10,000 annual paying
members.  The focus of this Business Unit is to establish cross training on CEHI
Programs and to provide information concerning residential environmental issues,
establish  training for  Underwriters,  Loan Officers and  Appraisers to educate
these  groups  about CEHI  inspection  protocols.  These  training  programs for
Insurance  Companies,  Underwriters,  Loss Control and Risk Management personnel
educate and emphasize the benefits of using a CEHI on the initial inspection and
then establishing annual inspections.


NOTE 4. NOTES PAYABLE & LONG TERM LIABILITIES

Notes payable as of September 30, 2007 consist of the following:


        Unsecured loan to a related party with
        annual interest of 8%.                              $ 1,977,300


        Unsecured notes, with annual interest of
        10%.                                                  1,243,934

                                                    ---------------------

                                                            $ 3,221,234

                                                    =====================


NOTE 5. BASIC INCOME / (LOSS) PER COMMON SHARE

Basic gain (loss) per common  share has been  calculated  based on the  weighted
average number of shares of common stock outstanding during the period.

                                                   SEPTEMBER 30,   SEPTEMBER 30,
                                                       2007            2006
                                                 ---------------- --------------

NET INCOME (LOSS) FROM OPERATIONS                $ (15,093,800)   $     49,162

BASIC INCOME / (LOSS) PER SHARE                  $       (0.88)   $       0.01
                                                 ================ ==============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       17,064,228       4,569,295
                                                 ================ ==============

                                      -8-

<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2007
                                   (RESTATED)

NOTE 6 - SIGNIFICANT EVENTS

On  or  about  February  20,  2007  (the   "Closing"),   Environmental   Service
Professionals,  Inc.  (the  "Company"),  Allstate  Home  Inspection  & Household
Environmental  Testing,  Ltd., a Delaware  corporation  ("AHI"),  and Francis X.
Finigan,  an individual and sole shareholder of AHI  ("Finigan"),  completed the
closing of a stock purchase  agreement (the "SPA") pursuant to which the Company
acquired 100% of the total issued and  outstanding  stock of AHI from Finigan in
exchange  for  1,000,000  shares  of the  Company's  common  stock  issuable  in
installments over time (the "Stock Payment"), 250,000 warrants issuable 275 days
after the Closing entitling Finigan to purchase 250,000 additional shares of the
Company's common stock at a purchase price of $0.75 per share  exercisable for a
period  of five  years  from the date of the  Closing,  plus  $950,000  in cash,
payable  in  installments  over time (the  "Cash  Payment").  As a result of the
Closing, AHI is a wholly owned subsidiary of the Company.

All shares of the  Company's  common stock and all of the  warrants  issuable to
Finigan by the Company  under the SPA must be held by Finigan for a period of at
least  one year from the date of the  Closing.  Furthermore,  Finigan  will have
piggyback  registration  rights  with  respect  to the  shares  and  the  shares
underlying the warrants,  subject to potential adjustment by the Underwriter for
such registration statement, if any.

Within 120 days after the  Closing,  the  Company  will  appoint  Finigan to the
Company's  Board of  Directors  and upon the  Closing  the  Company  will employ
Finigan as the Division  President  of the  Company's  new AHI division  with an
annual  salary of $130,000  for a minimum of 275 days after the  Closing.  As an
inducement to the Company to enter into and to perform its obligations under the
SPA,  Finigan entered into a non-compete  covenant  pursuant to which during the
term of his  employment  with  the  Company  and for so  long as  Finigan  is an
officer,  director,  employee  or  consultant  of  the  Company  or  any  of its
subsidiaries or affiliates,  he will not directly or indirectly,  whether (a) as
an  employee,  agent,  consultant,  employer,  principal,  partner,  officer  or
director; (b) holder of more than five percent of any class of equity securities
or more than five  percent  of the  aggregate  principal  amount of any class of
equity securities or more than five percent of the aggregate principal amount of
any  class of debt,  notes or bonds of a company  with  publicly  traded  equity
securities;   or  (c)  in  any  other  individual  or  representative   capacity
whatsoever,  for his own account or the  account of any other  person or entity,
engage in any business or trade competing with the then business or trade of the
Company or its affiliates in the United States.

                                      -9-
<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2007
                                   (RESTATED)

NOTE 6 - SIGNIFICANT EVENTS (CONTINUED)

On  July  23,  2007,   Environmental  Service  Professionals,   Inc.,  a  Nevada
corporation (the Company"), Robert G. Johnson, an individual (the "Seller"), and
International   Association   Managers,   Inc.,  a  Minnesota  corporation  (the
"Manager")  closed the acquisition of all of the tangible and intangible  assets
(the "Acquired Assets") of International  Association  Managers,  Inc., National
Association of Real Estate  Appraisers,  Environmental  Assessment  Association,
Association  of  Construction   Inspectors,   Housing   Inspection   Foundation,
International  Real  Estate  Institute,  and  International  Society  of Meeting
Planners  (collectively,  the "Entities") by the Company.  Pursuant to the Asset
Purchase  Agreement,  dated  as of  April  3,  2007  (the  "APA")  covering  the
acquisition,  in  consideration  for the  transfer  of the  Acquired  Assets and
unearned revenue payable to the Company of approximately  $134,000,  the Company
paid the Seller a total amount of $659,000 in cash,  $5,000 of which the parties
agreed to  allocate to the  covenant  not to  compete.  Additionally,  Seller is
associated  with the  National  Association  of  Review  Appraisers  &  Mortgage
Underwriters,  a  non-profit  association.  Upon closing of the APA, the Company
will take on the day-to-day management responsibilities of the association.


NOTE 7 - PRO-FORMA FINANCIAL

The  Company's  financials  reflects  operations  of  International  Association
Managers, Inc. from the date of acquisition.  Below is a pro-forma (in condensed
form) of the statement of operations of Environmental Service Professional, Inc.
and International Association Managers, Inc. for the nine months ended September
30, 2007.  The pro-forma  reflects  what the  Company's  statement of operations
would  show if both  Company's  had  been  associated  the  nine  months  ending
September 30, 2007:
<TABLE>
<CAPTION>
                                                        ESP                   IAMI            CONSOLIDATED
---------------------------------------------- ----------------------- ------------------- -------------------
<S>                                            <C>                     <C>                 <C>
Revenues                                       $         555,118       $   1,183,333       $       1,738,451
Cost of goods sold                                       (62,856)            (77,871)               (140,727)
                                               ----------------------- ------------------- -------------------

Gross Profit                                             492,262           1,105,462               1,597,724
Total operating expenses                              (6,913,771)           (662,632)             (7,576,403)
                                               ----------------------- ------------------- -------------------

Operations income (loss)                              (6,421,509)            442,830              (5,978,679)
Total other income (expenses)                         (8,672,291)              1,589              (8,670,702)
                                               ----------------------- ------------------- -------------------

                                               ----------------------- ------------------- -------------------
Net Income (Loss)                              $     (15,093,800)      $     444,419       $     (14,649,381)
                                               ======================= =================== ===================
</TABLE>

                                      -10-
<PAGE>
           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2007
                                   (RESTATED)


NOTE 8 - RESTATED FINANCIALS

The Company has restated the September 30, 2007 reviewed  financial  statements.
The  original  financial   statements   included   operations  of  International
Association  Managers,  Inc. prior to the acquisition.  The restated  financials
solely  reflects  operations  of IAMI  since  the  acquisition.  The  financials
statements  were also  restated to reflect the asset of  association  membership
list  that the  Company  acquired  in the  acquisition  of IAMI.  The  asset was
originally   recorded  as  goodwill.   The  restated  financials  also  includes
amortization  taken on the  membership  list.  Below  are  condensed  financials
statements  reflecting  original  amounts,  restated  amounts,  and changes that
occurred in the restatement.
<TABLE>
<CAPTION>

                                                    ESP
                                                  ORIGINAL                RESTATED                 CHANGE
------------------------------------------ ----------------------- ------------------------ ---------------------
<S>                                        <C>                     <C>                           <C>
Total Current Assets                       $     3,203,387         $     1,448,560               (1,754,827)

Net property & equipment                           429,766                 434,111                    4,345

Total other assets                               3,660,240               3,652,075                   (8,165)
                                           ----------------------- ------------------------ ---------------------
TOTAL ASSETS                               $     7,293,393         $     5,534,746
                                           ======================= ========================


Total current liabilities                  $     3,228,415         $     3,225,798                    2,617

Total long-term liabilities                      1,243,934               1,243,934                        0

Total stockholders' equity                       2,821,045               1,065,014                1,756,031
                                           ----------------------- ------------------------ ---------------------
TOTAL LIABILITIES                          $     7,293,393         $     5,534,746
                                           ======================= ========================
</TABLE>

<TABLE>
<CAPTION>

                                                    ESP
                                                  ORIGINAL                RESTATED                 CHANGE
------------------------------------------ ----------------------- ------------------------ ---------------------

<S>                                        <C>                     <C>                          <C>
Revenues                                   $       1,636,843       $         555,118            (1,081,725)
Cost of goods sold                                  (140,627)                (62,856)                77,771
                                           ----------------------- ------------------------

Gross Profit                                       1,496,215                 492,262
Total operating expenses                          (8,161,224)             (6,913,771)             1,247,453
                                           ----------------------- ------------------------

Operations income (loss)                          (6,665,009)             (6,421,509)
Total other income (expenses)                     (8,811,239)             (8,672,291)               138,948
                                           ----------------------- ------------------------ ---------------------

                                           ----------------------- ------------------------
Net Income (Loss)                          $     (15,476,248)      $     (15,093,800)               382,448
                                           ======================= ========================
</TABLE>


                                      -11-
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY STATEMENTS

         This   Form   10-QSB   contains   financial   projections   and   other
"forward-looking  statements," as that term is used in federal  securities laws,
about Environmental Service Professionals,  Inc.'s financial condition,  results
of operations and business.  These statements include, among others,  statements
concerning  the  potential  for revenues and expenses and other matters that are
not  historical  facts.  These  statements  may be made  expressly  in this Form
10-QSB.  You can find many of these  statements  by  looking  for words  such as
"believes," "expects,"  "anticipates,"  "estimates," or similar expressions used
in this Form 10-QSB.  These  forward-looking  statements are subject to numerous
assumptions, risks and uncertainties that may cause the Company's actual results
to be materially  different from any future results  expressed or implied by the
Company in those  statements.  The most  important  facts that could prevent the
Company from  achieving  its stated goals  include,  but are not limited to, the
following:

          (a)  Volatility or decline of the Company's stock price;

          (b)  Potential fluctuation in quarterly results;

          (c)  Failure of the Company to earn revenues or profits;

          (d)  Inadequate  capital and inability to raise the additional capital
               or obtain the financing needed to implement its business plans;

          (e)  Inadequate capital to continue business;

          (f)  Absence of demand for the Company's products and services;

          (g)  Rapid and significant changes in markets;

          (h)  Litigation  with or  legal  claims  and  allegations  by  outside
               parties against ESP and its subsidiaries;

          (i)  Insufficient revenues to cover operating costs;

          (j)  Default  by the  Company  on  short-term  bridge  loans and other
               indebtedness  incurred by the Company due to a lack of capital or
               cash flow to service and repay the debt; and

          (k)  Additional  dilution  incurred as the Company  issues more of its
               capital stock to finance acquisitions and operations.

         Because the statements are subject to risks and  uncertainties,  actual
results  may  differ   materially   from  those  expressed  or  implied  by  the
forward-looking statements. The Company cautions you not to place undue reliance
on the  statements,  which  speak only as of the date of this Form  10-QSB.  The
cautionary  statements  contained  or  referred  to in this  section  should  be
considered in connection  with any  subsequent  written or oral  forward-looking
statements  that the Company or persons  acting on its behalf might  issue.  The
Company  does not  undertake  any  obligation  to  review or  confirm  analysts'
expectations  or  estimates  or  to  release   publicly  any  revisions  to  any
forward-looking  statements to reflect events or circumstances after the date of
this Form 10-QSB or to reflect the occurrence of unanticipated events.

         The  following  discussion  should  be read  in  conjunction  with  our
condensed  consolidated  financial statements and notes to those statements.  In
addition to historical information,  the following discussion and other parts of
this quarterly  report contain  forward-looking  information that involves risks
and uncertainties.

CRITICAL ACCOUNTING POLICIES

         The  discussion and analysis of the Company's  financial  condition and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements  requires the Company to make estimates and judgments that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
the Company  evaluates  its  estimates,  including  those  related to bad debts,
intangible assets, income taxes, and contingencies and litigation, among others.
The Company bases its estimates on  historical  experience  and on various other
assumptions  that it  believes to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. The Company believes that the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its consolidated financial statements: discontinued operations, use of estimates

                                      -12-
<PAGE>

and impairment of long-lived assets.  These accounting policies are discussed in
"ITEM 6  --MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATION"  contained in the  Company's  Annual Report on Form 10-KSB
for the fiscal  year ended  December  31,  2006,  as well as in the notes to the
December 31, 2006  consolidated  financial  statements.  There have not been any
significant  changes to these  accounting  policies  since they were  previously
reported at December 31, 2006.

VALUATION OF LONG LIVED ASSETS

         The Company  evaluated  the future  recoverability  of its fixed assets
when events or changes in business  circumstances indicate that the carry amount
of the assets may not be fully recoverable.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2007 AS COMPARED
TO NINE MONTHS ENDED SEPTEMBER 30, 2006

         REVENUE

         Total revenue for the first nine months period ended September 30, 2007
increased by $555,118 from $0 in the nine-month period ending September 30, 2006
to $555,118  for the nine months ended  September  30,  2007.  This  increase in
revenue was a result of the launching of the CEHI program and the acquisition of
IAMI. It is anticipated  over the last quarter of 2007 that AHI will retrain new
home  inspectors to be certified  under the CEHI  program,  and NPSI (IAMI) will
increase new memberships in each of its associations.

         OPERATING EXPENSES

         Operating  expenses  increased  by  $6,913,771,  up from $ 0 during the
nine-month  period ended  September 30, 2006, to $ 6,913,771 for the  nine-month
period ended  September 30, 2007.  This  increase in operating  expenses was the
result of  increased  staffing of office and clerical  personnel  from the prior
period, primarily through business acquisitions,  and increased professional and
consulting  fees from the prior period.  Expenses for the period that related to
stock issuances were:  finance fee $2,663,728,  consulting fee of $628,196,  and
commissions expense of $1,971,162.

         NET LOSS

         Net loss  increased  by  $15,093,800  for the  nine-month  period ended
September  30, 2007.  This increase in net loss was the result of an increase in
operating  expenses and marketing  costs,  as well as a charge off of $8,711,186
for the  sale of  Pacific  Environmental  Sampling,  Inc.  on June  30,  2007 as
described in the Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2007,  in Note 6 for its  financial  statements  in that report.  Stock
issuance  related  expenses  for the nine months ended  September  30, 2007 were
$5,263,086.  Currently  operating costs exceed revenue because sales are not yet
sufficient. We cannot assure when or if revenue will exceed operating costs.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had net cash of $30,463 at September  30, 2007, as compared
to net cash of $302,943 at December 31, 2006.

         During the nine months  ended  September  30,  2007,  the Company  used
$1,983,481 of cash for operating  activities,  as compared to $60,102 during the
nine  months  ended  September  30,  2006.  The  increase in the use of cash for
operating  activities was a result of  restructuring  the Company for a national
marketing  program  for 50 cities for the CEHI  inspection  program  and for the
acquisitions of AHI and upcoming potential acquisitions.  A portion of the funds
was used to create a  standard  national  software  system and create a national
call  center  to  support  the  estimated  3,000  Certified  Environmental  Home
Inspectors (CEHI).

         Cash  used  in  investing  activities  during  the  nine  months  ended
September  30, 2007 was  $404,641  compared  to $0 during the nine months  ended
September 30, 2006.

                                      -13-
<PAGE>

         Cash  provided by  financing  activities  relating  to the  issuance of
promissory  notes and  shares of  common  stock  during  the nine  months  ended
September  30,  2007 was  $2,115,642,  as compared to $ 0 during the nine months
ended  September  30,  2007.  Since  January 1,  2006,  our  capital  needs have
primarily been met from the proceeds of private placements, bridge loans and, to
a lesser extent, sales.

         The Company will have additional capital  requirements  during 2007 and
2008.  If we are unable to satisfy  our cash  requirements  through  product and
service sales, we will attempt to raise  additional  capital through the sale of
our common stock.

         We cannot  assure  that the  Company  will have  sufficient  capital to
finance  our  growth  and  business  operations  or that  such  capital  will be
available  on  terms  that  are  favorable  to us or at  all.  We are  currently
incurring  operating  deficits that are expected to continue for the foreseeable
future.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's management, with the participation of the Company's Chief
Executive  Officer and Chief Financial  Officer,  evaluated the effectiveness of
the Company's  disclosure controls and procedures (as defined in Rules 13a-15(e)
and  15d-15(e)  under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange  Act"))  as of  September  30,  2007.  Based on this  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that, as
of September 30, 2007, the Company's disclosure controls and procedures were (1)
designed to ensure  that  material  information  relating to the Company is made
known to the Company's  Chief Executive  Officer and Chief Financial  Officer by
others within the Company,  particularly  during the period in which this report
was being prepared and (2) effective,  in that they provide reasonable assurance
that information  required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified in the SEC's rules and forms.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

JOHN COOLEY V. PACIFIC ENVIRONMENTAL SAMPLING, INC. ETC., ET AL.

         On September 27, 2007, Cooley filed a second amended complaint.  ESP is
currently  filing motions to strike and a third demurrer  challenging  the legal
sufficiency  of this amended  complaint.  As of this date ESP and its affiliates
cannot  predict the outcome of this case.  ESP and its  affiliates  believe they
have meritorious defenses and are vigorously defending the action.

KESHMIRI ET AL, V. WESTCORE CARSON, ET AL,

         On September 18, 2007, ESP was mistakenly  served as a defendant and is
in the process of filing for a dismissal. There is no assurance that the Company
will be dismissed as a defendant in the case.

                                      -14-
<PAGE>

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         During the fiscal quarter ended  September 30, 2007, the Company issued
a total of 136,810 shares of common stock and 136,810 warrants for total capital
contributions of $79,350 in cash.  During the fiscal quarter ended September 30,
2007,  the  Company  issued a total of  1,820,000  shares  of  common  stock and
2,461,245 warrants for consulting,  advisory and other services rendered for the
Company.  During the fiscal quarter ended September 30, 2007, the Company issued
983,000  shares of common  stock  and  900,000  warrants  to bridge  lenders  as
additional consideration for their loans. The amount of bridge loans during this
period was $885,000.  During the fiscal quarter  ending  September 30, 2007, the
Company  issued a total of  267,932  additional  shares  of  common  stock as an
adjustment  for a prior private  placement of stock in 2006. The net proceeds of
the private placements and bridge loans were utilized for business  acquisitions
and general working capital purposes.

         The warrants  issued during this period  generally have a term of three
years and an exercise price of $0.75 per share.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Note Applicable

ITEM 6.  EXHIBITS
<TABLE>
<CAPTION>
(a)      Exhibits

         EXHIBIT           DESCRIPTION
         -------           -----------
<S>      <C>                <C>
         3.1                Articles of Incorporation (1)
         3.2                Amendment to Articles of Incorporation (1)
         3.3                Bylaws (1)
         4.1                Specimen Certificate for Common Stock (1)
         4.2                Specimen Warrant to Purchase Shares of Common Stock (5)
         10.1               Stock Purchase Agreement with Allstate Home Inspection & Household Environmental
                            Testing, Ltd. (3)
         10.2               Redemption, Lock-Up and Vesting Agreement dated November 1, 2006 (3)
         10.3               Plan of Reorganization and Stock Purchase Agreement with Pacific Environmental
                            Sampling, Inc., dated as of July 1, 2006 (2)
         10.4               Stock Purchase Agreement with NPS, Inc. dated December 12, 2006 (11)
         10.5               Consulting Agreement with Craig Grossman (11)
         10.6               Senior Secured Convertible Note with BOCA Funding, LLC (9)
         10.7               Stock Purchase Agreement with ARS, Inc., dated May 31, 2007 (9)
         10.8               Stock Purchase Agreement with Hugh Dallas for sale of PES, dated September 29, 2007 (9)
         10.9               Asset Purchase Agreement with Robert Johnson and IAMI, Inc., dated April 4, 2007 (10)
         14.1               Code of Conduct (11)
         31.1               Section 302 Certification of Chief Executive Officer (12)
         31.2               Section 302 Certification of Chief Financial Officer (12)
         32.1               Section 906 Certification of Chief Executive Officer (12)
         32.2               Section 906 Certification of Chief Financial Officer (12)
-------------
</TABLE>


                                      -15-
<PAGE>

     (1)  Incorporated by reference from prior public reports filed by Glas-Aire
          Industries Group, Ltd. with the Securities and Exchange Commission.

     (2)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on October 11, 2006.

     (3)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on December 31, 2006.

     (4)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on February 20, 2007.

     (5)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on April 4, 2007.

     (6)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on April 6, 2007.

     (7)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on May 11, 2007.

     (8)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on September 4, 2007.

     (9)  Incorporated  by reference  from the Report on Form 8-K filed with the
          Securities and Exchange Commission on September 20, 2007.

     (10) Incorporated by reference from the Report on Form 8-K/A filed with the
          Securities and Exchange Commission on July 19, 2007.

     (11) Incorporated by reference from the Report on Form 10-KSB annual report
          filed with the Securities and Exchange Commission on April 17, 2007.

     (12) Attached hereto as an exhibit.


(b)  The following is a list of Current  Reports on Form 8-K filed by ESP during
     and subsequent to the last fiscal quarter ended September 30, 2007.

     (1)  Form 8-K, dated September 4, 2007,  filed with the SEC reflecting Hugh
          Dallas'  resignation as one of the Company's directors and appointment
          of Robert August as a new director.

     (2)  Form 8-K, dated September 20, 2007,  filed with the SEC reflecting the
          senior secured convertible note with Boca Funding, LLC.

     (3)  Form 8-K, dated July 6, 2007,  filed with the SEC reflecting the Stock
          Purchase  Agreement between ESP and Advanced Roofing  Solutions,  Inc.
          and the sale of the wholly owned subsidiary of PES, Inc.

     (4)  Form 8-K,  dated  July 6,  2007,  filed  with the SEC  reflecting  the
          Company filing of a Form 10-KSB/A,  which includes restated  financial
          statements as of and for the fiscal year, ended December 31, 2006.

     (5)  Form 8-K/A,  dated July 18, 2007,  filed with the SEC  reflecting  the
          Company filing of a Form 10-KSB/A which  includes  restated  financial
          statements as of and for the fiscal year ended December 31, 2006.

     (6)  Form 8-K/A,  dated July 19, 2007,  filed with the SEC  reflecting  the
          Company filing of a Form 10-KSB/A which  includes  restated  financial
          statements as of and for the fiscal year ended December 31, 2006.

     (7)  Form 8-K,  dated  July 25,  2007,  filed with the SEC  reflecting  the
          closing of the Asset Purchase Agreement between ESP and Robert Johnson
          and International  Association  Managers Inc., National Association of
          Real  Estate   Appraisers,   Environmental   Assessment   Association,
          Association of Construction Inspectors, Housing Inspection Foundation,
          International  Real Estate  Institute,  and  International  Society of
          Meeting Planners.


                                      -16-
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.


Dated: May 9, 2008              ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


                                By:  \s\ Edward L. Torres
                                     -------------------------------------------
                                       Edward  L.  Torres,  Chairman  of  the
                                       Board  and  Chief  Executive  Officer
                                       (Principal Executive Officer)


                                By:  \s\ Edward L. Torres
                                     -------------------------------------------
                                       Edward L. Torres, Acting Chief Financial
                                       Officer (Principal Accounting Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


By:  \s\ Edward L. Torres                                   Dated: May 9, 2008
      -----------------------------------------------
         Edward L. Torres, Chairman of the Board


By:  \s\ Lyle Watkins                                       Dated: May 9, 2008
    -------------------------------------------------
         Lyle Watkins, Director


By:  \s\ Robert August                                      Dated: May 9, 2008
    -------------------------------------------------
         Robert August, Director


By:  \s\ Leroy Moyer                                        Dated: May 9, 2008
    -------------------------------------------------
         Leroy Moyer, Director



                                      -17-