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

                                    FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For Quarterly Period Ended June 30, 2008

                                       or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      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 or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)


    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


 ------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  proceeding  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 large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer        [___]          Accelerated filer           [___]
Non-accelerated filer          [___]          Smaller reporting company   [_X_]
(Do not check if a smaller
 reporting company)

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

                            Yes[___]                                    No[_X_]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the latest practicable date.

     As of July 31, 2008 the number of shares  outstanding  of the  registrant's
class of common stock was 50,954,776.


<PAGE>
<TABLE>
<CAPTION>

                                                         TABLE OF CONTENTS


<S>                                                                                                                              <C>
PART I - FINANCIAL INFORMATION.....................................................................................................1

   ITEM 1.    FINANCIAL STATEMENTS.................................................................................................1

   CONDENSED CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 2007........................................2

   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007
   (UNAUDITED).....................................................................................................................3

   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND JUNE 30, 2007
   (UNAUDITED).....................................................................................................................4

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS..................................................................5

   ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................9

   ITEM 3.    QUANTIATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........................................................11

   ITEM 4T.   CONTROLS AND PROCEDURES.............................................................................................11

PART II - OTHER INFORMATION.......................................................................................................12

   ITEM 1.    LEGAL PROCEEDINGS...................................................................................................12

   ITEM 1A.   RISK FACTORS........................................................................................................12

   ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.........................................................13

   ITEM 3.    DEFAULTS UPON SENIOR SECURITIES.....................................................................................14

   ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................................................14

   ITEM 5.    OTHER INFORMATION...................................................................................................14

   ITEM 6.    EXHIBITS............................................................................................................14

SIGNATURES........................................................................................................................15

</TABLE>



<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS














































                                       -1-



<PAGE>
<TABLE>
<CAPTION>
                               ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                          Condensed Consolidated Balance Sheets
                                   at June 30, 2008 (unaudited) and December 31, 2007
-----------------------------------------------------------------------------------------------------------------------

                                                         ASSETS
                                                                                Unaudited                 Revised
                                                                                  as of                    as of
                                                                                June 30,               December 31,
                                                                                  2008                     2007
                                                                            ------------------       ------------------
<S>                                                                         <C>                      <C>
      CURRENT ASSETS
       Cash & cash equivalents                                              $          22,813        $               -
       Accounts receivable                                                            372,328                  136,430
       Receivable - other                                                               5,199                    6,397
       Prepaid expense                                                                  1,988                  926,254

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

      TOTAL CURRENT ASSETS                                                            402,328                1,069,080

      NET PROPERTY & EQUIPMENT                                                         67,916                   72,972

      OTHER ASSETS
       Deposits                                                                         2,120                    2,120
       Net - association membership list                                              632,750                  639,852
       Employee Advances                                                               37,226                        -

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

      TOTAL OTHER ASSETS                                                              672,096                  641,972
                                                                            ------------------       ------------------

            TOTAL ASSETS                                                    $       1,142,340        $       1,784,024
                                                                            ==================       ==================

                                      LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES
       Accounts payable                                                     $       1,360,061        $         661,550
       Bank overdraft                                                                 245,930                  369,475
       Line of credit                                                                 339,499                  220,417
       Accrued liabilities                                                            147,370                  144,502
       Taxes payable                                                                    2,035                        -
       Loans payable                                                                2,712,403                1,957,746
       Loans payable  - related party                                                  39,320                   22,900

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

      TOTAL CURRENT LIABILITIES                                                     4,846,618                3,376,590

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

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

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

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

            TOTAL LIABILITIES                                                       6,090,552                4,620,524

      STOCKHOLDERS' EQUITY (DEFICIT)

       Common stock, (par value $.001 per share, 100,000,000 shares
         authorized: 50,637,879 and 21,745,698 shares issued and
         outstanding as of June 30, 2008 and December 31, 2007, respectively)          50,637                   21,745
       Paid-in capital                                                             25,852,570               21,593,382
       Retained earnings                                                          (30,851,419)             (24,451,627)
                                                                            ------------------       ------------------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         (4,948,212)              (2,836,500)
                                                                            ------------------       ------------------
              TOTAL LIABILITIES &
                         STOCKHOLDERS' EQUITY (DEFICIT)                     $       1,142,340        $       1,784,024
                                                                            ==================       ==================
</TABLE>




               See Notes to the Consolidated Financial Statements
                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                   ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                        Condensed Consolidated Statements of Operations
             for the Six Months Ended June 30, 2008 and June 30, 2007 (unaudited)

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

                                                        Unaudited               Revised
                                                        Six Months             Six Months
                                                           Ended                 Ended
                                                         June 30,               June 30,
                                                           2008                   2007
                                                    --------------------   -------------------
<S>                                                 <C>                    <C>
    REVENUES
     Income                                         $           865,150    $          291,570
                                                    --------------------   -------------------

    NET REVENUE                                                 865,150               291,570

    COST OF GOODS SOLD
     Cost of goods sold                                         446,775                56,751
                                                    --------------------   -------------------

    TOTAL COST OF GOODS SOLD                                    446,775                56,751
                                                    --------------------   -------------------

    GROSS PROFIT                                                418,375               234,819

    OPERATING EXPENSES
     Depreciation                                                 9,118                12,556
     Finance fee                                                924,267                     -
     Professional fees                                          642,844               303,082
     Consulting fee                                           3,261,536                     -
     General and administrative                                 655,764             2,198,932
                                                    --------------------   -------------------

    TOTAL OPERATING EXPENSES                                  5,493,529             2,514,570
                                                    --------------------   -------------------

    LOSS FROM OPERATIONS                                     (5,075,154)           (2,279,751)

    OTHER INCOME (EXPENSES)
     Interest expense                                        (1,321,513)              (49,965)
     Other income                                                     -                58,989
     Goodwill                                                         -            (8,111,186)
     Other expenses                                              (3,125)                    -
                                                    --------------------   -------------------

    TOTAL OTHER INCOME (EXPENSES)                            (1,324,638)           (8,102,162)
                                                    --------------------   -------------------

    NET INCOME (LOSS)                               $        (6,399,792)   $      (10,381,913)
                                                    ====================   ===================

     BASIC EARNING (LOSS) PER SHARE                 $             (0.22)   $            (0.68)
                                                    --------------------   -------------------

    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES - BASIC AND DILUTED                      29,320,697            15,252,618
                                                    ====================   ===================
</TABLE>









               See Notes to the Consolidated Financial Statements
                                      -3-


<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                  (Formerly Glass-Aire Industries Group, Ltd.)
                                 Condensed Consolidated Statements of Cash Flows
                      for the Six Months Ended June 30, 2008 adn June 30, 2007 (unaudited)
---------------------------------------------------------------------------------------------------------------

                                                                            Unaudited              Revised
                                                                            Six Months           Six Months
                                                                              Ended                 Ended
                                                                             June 30,             June 30,
                                                                               2008                 2007
                                                                         -----------------     ----------------

    CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                      <C>                  <C>
     Net income (loss)                                                   $      (6,399,792)   $     (10,381,913)

     Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
      Depreciation                                                                   9,118               12,556
      Common stock issued for services                                           4,013,080            5,379,986
      Common stock to be issued                                                          -              357,500
      Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                                 (235,898)            (224,091)
       (Increase) decrease in other receivable                                       1,199               (1,228)
       (Increase) decrease in prepaid expenses                                     924,266           (3,752,434)
       (Increase) decrease in goodwill                                                   -            7,223,576
       (Increase) decrease in trademarks                                                                    563
       (Increase) decrease in net - association membership list                      7,102                    -
       (Increase) decrease in employee advances                                    (37,226)                   -
       (Increase) decrease in security deposits                                          -               69,906
       (Increase) decrease in accounts payable and accrued expenses                701,379              161,499
       (Increase) decrease in bank overdraft                                      (123,545)                   -
       (Increase) decrease in income tax payable                                     2,035               55,300
                                                                         -----------------     ----------------

         NET CASH USED BY OPERATING ACTIVITIES                                  (1,138,282)          (1,098,780)

    CASH FLOWS FROM INVESTING ACTIVITIES

     Acquisition of equipment                                                       (4,064)            (402,484)
                                                                         -----------------     ----------------

         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        (4,064)            (402,484)

    CASH FLOWS FROM FINANCING ACTIVITIES

     Line of credit                                                                119,082               (3,444)
     Proceeds from loans payable                                                   754,657              935,000
     Proceeds from loans payable - (a related party)                                16,420                    -
     Proceeds from long-term liabilities                                                 -              384,103
     Common stock issued for cash                                                  275,000                    -
                                                                         -----------------     ----------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                      1,165,159            1,315,659

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

        NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                          22,813             (185,605)

        CASH AT BEGINNING OF PERIOD                                                      -              303,758
                                                                         -----------------     ----------------

        CASH AT END OF PERIOD                                            $          22,813     $        118,153
                                                                         =================     ================

    SUPPLEMENTAL DISCLOSURES OF CASH FLOW
    INFORMATION:

    Cash paid for Interest                                               $               -     $         18,600
                                                                         =================     ================

    Income taxes paid                                                    $               -     $              -
                                                                         =================     ================

</TABLE>








              See Notes to the Consolidated Financial Statements
                                      -4-
<PAGE>
           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
       NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2008


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying June 30, 2008 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
June 30, 2008 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, 2007 audited  consolidated  financial  statements.  The
results of  operations  for the three months  period ended June 30, 2008 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's  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 will be raised by
the Company.  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

Environmental Service  Professionals,  Inc. ("ESP" or the "Company") is a Nevada
corporation  headquartered in Southern California.  Management believes that ESP
is the first company in the moisture  inspection  industry  vertical to become a
publicly traded company.

Since 2006 ESP has  embarked on a strategy to acquire  businesses  dealing  with
environmental  issues and  resolving  environmentally  sensitive  problems.  The
Company has completed four  acquisitions  and is in various stages of discussion
with  additional  companies that management  believes are a good  philosophical,
operational  and  economic  fit  with  the  Company.  Of the  current  companies
targeted, management anticipates that some will be freestanding subsidiaries and
others will be absorbed into existing operations.

ESP  offers  various  inspection  services  for  addressing  mold  and  moisture
intrusion  that can have an acute or chronic  negative  impact on the indoor air
quality of commercial and residential buildings.

                                      -5-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
       NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2008


NOTE 3 - ORGANIZATION AND DESCRIPTION OF BUSINESS - CONTINUED

Environmental   Safeguard   Professionals,   Inc.,  a  wholly  owned  subsidiary
("Safeguard"), has developed a standardized training, certification, inspection,
and results reporting  analysis program which forms the foundation of a suite of
services  that  together  comprise the Certified  Environmental  Home  Inspector
("CEHI") program. Management believes that business unit will provide the annual
subscription-based  moisture  maintenance  and energy use awareness  programs to
both residential and commercial clients.

National  Professional  Services,  Inc., a wholly owned subsidiary  ("NPS"),  is
currently a conglomerate of seven  individual  associations and maintains 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 June 30, 2008 consist of the following:

                                                          June 30, 2008
--------------------------------------------     -------------------------------

Unsecured loans, with annual interest of 8%.               $ 2,712,403

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

                                                           $ 3,956,337
============================================    ================================












                                      -6-
<PAGE>
           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
       NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2008



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.

                                         June 30, 2008        June 30, 2007
------------------------------------ --------------------- --------------------

NET INCOME (LOSS) FROM OPERATIONS         $(6,399,792)         $ (10,381,914)

Basic income / (loss) per share
                                          $     (0.22)         $       (0.68)
                                     ===================== ====================

Weighted average number of shares
outstanding                                29,320,697             15,252,618
                                     ===================== ====================


NOTE 6 - SIGNIFICANT EVENTS

On June 19,  2008,  Environmental  Service  Professionals,  Inc.  completed  the
closing of a stock  purchase  agreement  with Porter  Valley  Software,  Inc., a
California  corporation.  Pursuant to the stock purchase agreement,  the Company
acquired  100% of the  total  issued  and  outstanding  stock of  Porter  Valley
Software, Inc in consideration for 650,000 shares of the Company's common stock,
issuable  in  installments  over  time,  plus  $400,000  in  cash,   payable  in
installments over time.


NOTE 7. STOCK TRANSACTIONS

In April 2008,  the Company  issued  407,000 shares of its common stock to three
consultants for services rendered.

In April 2008,  the Company  issued  350,000  shares of its common  stock to its
investor relations firm.

In April 2008,  the Company  issued  495,000  shares of its common  stock to its
public relations firm.

In April 2008,  the Company  issued  50,000  shares of its common stock to three
consultants for investor relations services rendered.

In April  2008,  the Company  issued  25,000  shares of its common  stock to one
lender in connection with a $25,000 loan to the Company.

In April 2008,  the Company  issued  500,000  shares of its common  stock to one
lender as a late fee pursuant to a bridge loan.

On April 7, 2008, the Company issued 8,000,000 shares of its common stock to its
Chief Operating  Officer and 17,000,000  shares of its common stock to its Chief
Executive Officer for services rendered.

                                      -7-
<PAGE>
           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
       NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2008


In May  2008,  the  Company  issued  10,000  shares of its  common  stock to one
consultant for computer services rendered.

In May 2008,  the Company  reissued  800,000  shares of its common  stock to its
former Chief Financial  Officer to be held in escrow until the resolution of the
Company's dispute with its former Chief Financial Officer.

On June 20,  2008 the  Company  issued  250,000  shares of its  common  stock in
connection with the Company's acquisition of Porter Valley Software, Inc.

In June 2008, the Company issued 30,000 shares of its common stock to one lender
as a late fee pursuant to a short term loan.

As of June  30,  2008,  the  Company  had  50,637,879  shares  of  common  stock
outstanding.


























                                      -8-

<PAGE>

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

CAUTIONARY STATEMENTS

         This   Form   10-Q   contains    financial    projections   and   other
"forward-looking  statements," as that term is used in federal  securities laws,
about  Environmental  Service  Professionals,   Inc.'s  ("our,"  "ESP,"  or  the
"Company")  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-Q. 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-Q.   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-Q.  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-Q 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.

OVERVIEW

         ESP is a Nevada corporation headquartered in Southern California, which
through  its  various  business  units  and  subsidiaries  offers  environmental
services  designed to address mold and  moisture  intrusion  and the  associated
acute or chronic  issues that impact the interior air quality of commercial  and
residential buildings.

         Over  the  past  eight  months,  ESP  has  focused  on  developing  and
delivering what we believe to be  state-of-the-art,  "Best in Class" procedures,
tools,  and education to provide  services for addressing  moisture  related and
other  environmental  issues,  including  but not  limited to radon and  allergy
testing,  for the residential and commercial real estate industries.  We believe
that our procedures, tools, and education allow us a real opportunity to provide
a  standardized  pro-active  approach to the highly  fragmented  and  relatively
unsophisticated inspection industry.

         We believe that the key to risk  mitigation  for industry  stakeholders
and peace of mind for  consumers is early  detection of potential  environmental
hazards.  Annual  inspections allow our Certified  Environmental Home Inspectors
("CEHIs") to identify indoor air quality issues in a timely manner. We provide a

                                      -9-
<PAGE>

Healthy  Assurance  Certification  ("HAC") in conjunction  with our inspections.
After a 203  checkpoint  inspection  has been  conducted by one of our CEHIs,  a
subject property that passes inspection receives a HAC. The HAC is placed in the
window  closest to the main entrance of the building in order to alert  visitors
that  the  subject  property  promotes  a  healthy  living  environment  through
management of potentially  harmful indoor air quality issues and is valid for 12
months.

         We also offer a  pro-active  comprehensive  subscription  based  annual
maintenance  process called the Healthy Living  Maintenance  Program ("HLMP") to
all  residential  properties  that have received a HAC. Once a subject  property
receives  an initial  HAC it is  eligible  to  subscribe  to the HLMP.  Every 12
months, a new 203 checkpoint  inspection will be conducted and after any issues,
if required,  are  corrected a new HAC will be issued.  We believe that the HLMP
adds value to a property and mitigates risk for the insurance, mortgage banking,
building,  real estate, and property  management  industries by reducing claims,
instilling confidence in property safety, and promoting a positive green image.

         We  believe  that  our   acquisition  of  seven  real  estate  industry
associations  has provided us with the access necessary to train and provide the
associations' members with information that is consistent with ESP's approach.

         On June 19, 2008, we acquired Porter Valley Software,  Inc. ("PVS"), an
inspection  software company. We plan to absorb PVS into our corporate structure
in order to provide  support across our various  business units. We believe that
PVS  will  become a core  component  of the  on-line  and  automated  procedural
protocols we are developing in concert with other industry participants.

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
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,  2007,  as well as in the notes to the
December 31, 2007  consolidated  financial  statements.  There have not been any
significant  changes to these  accounting  policies  since they were  previously
reported at December 31, 2007.

RESULTS OF OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 2008 AS COMPARED TO SIX
MONTHS ENDED JUNE 30, 2007

         REVENUE

         Total  revenue  for the six months  ended June 30,  2008  increased  by
$573,580 from $291,570 during the six months ended June 30, 2007 to $865,150 for
the six months ended June 30, 2008. This increase in revenue was a result of the
launching  of the  CEHI  and  HAC  programs  and the  receipt  of  early  annual
membership renewals from National  Professionals  Services,  Inc. ("NPS"). It is
anticipated  over the third  quarter of 2008 that our  subsidiary  Environmental
Safeguard Professionals, Inc. ("Safeguard") will continue to increase the number
of approved vendors that will be certified to deliver inspection  services under
the CEHI program,  that our  subsidiary NPS will continue to invoice and collect
the  remaining  annual  2008  membership  dues  and  continue  to  increase  new
memberships in each of its  associations,  and that our subsidiary Porter Valley
Software, Inc. ("PVS") will invoice and collect the annual 2008 software license
fees and continue to increase new sales of its software products.

                                      -10-
<PAGE>

         OPERATING EXPENSES

         Operating expenses  increased by $2,978,958,  up from $2,514,571 during
the six months ended June 30, 2007, to $5,493,529  for the six months ended June
30,  2008.  This  increase in  operating  expenses  was the result of  increased
financing fees,  professional fees and consulting fees totaling  $4,525,565 from
the prior period.  Expenses for the period that related to stock issuances were:
finance fee $924,267 and consulting fee of $3,261,536.

         NET LOSS

         Net loss  decreased  by  $3,982,121  for the six months  ended June 30,
2008. This decrease in net loss was the result of operating efficiencies,  lower
general  and  administrative  expenses  and the write  down of  goodwill  in the
previous  period.  Stock issuance related expenses for the six months ended June
30, 2008 were $4,185,803. 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 $22,813 at June 30,  2008,  as compared to
net cash of $117,975 at June 30, 2007.

         During the six months ended June 30, 2008, the Company used  $1,138,282
of cash for  operating  activities,  as  compared to  $1,704,215  during the six
months  ended  June 30,  2007.  The  decrease  in the use of cash for  operating
activities  was  a  result  of  continuous   optimization  of  the  general  and
administration support.

         Cash  provided by  financing  activities  relating  to the  issuance of
promissory notes and shares of common stock during the six months ended June 30,
2008 was $1,165,159,  as compared to $1,915,659 during the six months ended June
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 2008 and
2009.  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.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.

ITEM 4T.   CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         We maintain  disclosure  controls and  procedures  that are designed to
ensure that  information  required to be  disclosed  by the Company is recorded,
processed,  summarized,  and reported  within the time periods  specified in the
rules and forms of the Securities and Exchange Commission.

         Our management,  under the direction of our Chief Executive Officer and
Principal  Financial Officer,  has evaluated the effectiveness of the design and
operation of our  disclosure  controls and procedures (as such terms are defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2008. As
part of such  evaluation,  management  considered  the matters  discussed  below
relating to internal control over financial reporting.  Based on this evaluation
our management,  including the Company's  Chief Executive  Officer and Principal
Financial  Officer,  has concluded  that the Company's  disclosure  controls and
procedures were effective as of June 30, 2008.

                                      -11-
<PAGE>

INTERNAL CONTROL OVER FINANCIAL REPORTING

         The Company's Chief Executive Officer and Principal  Financial Officer,
is responsible for establishing and maintaining  adequate  internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). ESP's
internal  control  over  financial  reporting  is a process  designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of  financial   statements  for  external  purposes  of  accounting
principles  generally  accepted in the United  States.  Because of its  inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  Therefore,  even those  systems  determined  to be effective can
provide only reasonable assurance of achieving their control objectives.


CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         There were no changes in the Company's  internal control over financial
reporting  identified  in  connection  with the  evaluation  of it that occurred
during  the  quarter  ended  June  30,  2008  that  materially  affected  or are
reasonably  likely to  materially  affect the  Company's  internal  control over
financial reporting.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         On July 3, 2008, a hearing regarding  plaintiff Cooley's fourth amended
complaint  was held before the Court and the  Company was granted all  submitted
demurrers and Motions to Strike. On July 29, 2008, plaintiff Cooley advised that
he does  not  intend  to  file a  fifth  amended  complaint.  A Case  Management
Conference  has been set for  September 4, 2008.  As of the date of this report,
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. For additional information regarding this legal proceeding,  see the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
2007.

ITEM 1A.-RISK FACTORS

         WE DID NOT TIMELY FILE WITH THE SEC OUR FORM 10-KSB FOR THE FISCAL YEAR
ENDED  DECEMBER 31, 2007. AS A RESULT OF THIS DELAYED  FILING,  WE ARE CURRENTLY
INELIGIBLE   TO  USE  FORM  S-3  TO   REGISTER   SECURITIES   WITH  THE  SEC  IN
CAPITAL-RAISING  TRANSACTIONS,  WHICH MAY  ADVERSELY  AFFECT  OUR COST OF FUTURE
CAPITAL.

         We did not timely file with the SEC our Form 10-KSB for the fiscal year
ended December 31, 2007.  Although the filing of this  Quarterly  Report on Form
10-Q will bring us current in our filings with the SEC,  because our Form 10-KSB
was not filed  within the  deadline  promulgated  by the SEC, the filing was not
timely under applicable SEC rules. As a result of the delayed filing of our Form
10-KSB, we are ineligible to use a "short form"  registration  statement on Form
S-3 to  register  securities  for sale by us or for  resale  by  other  security
holders,  in  capital  raising  transactions,  until we have  timely  filed  all
periodic  reports  under  the  Securities  Exchange  Act of 1934 for at least 12
calendar months.  In the meantime,  for capital raising  transactions,  we would
need to use Form  S-1 to  register  securities  with  the  SEC,  or  issue  such
securities in a private  placement,  which could increase the time and resources
required to raise capital during this period.


<PAGE>

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

         On June 20,  2008,  we issued  250,000  shares of our  common  stock in
connection with our acquisition of Porter Valley Software, Inc.

         In June 2008,  the Company  issued 30,000 shares of its common stock to
one lender as a late fee pursuant to a short term loan.

         In May 2008,  the Company  issued  10,000 shares of its common stock to
one consultant for computer services rendered.

         In May 2008, the Company reissued 800,000 shares of its common stock to
its former Chief Financial  Officer to be held in escrow until the resolution of
the Company's dispute with its former Chief Financial Officer.

         From  April 1, 2008 to June 30,  2008,  we issued a total of  2,049,999
warrants to purchase  2,049,999  shares of our common stock to 5 consultants for
services rendered, of which 350,000 are exercisable for five years from the date
of issuance at an exercise price of $0.01 per share, 350,000 are exercisable for
five years from the date of issuance  at an  exercise  price of $0.17 per share,
300,000 are exercisable for three years from the date of issuance at an exercise
price of $0.17 per share,  249,999 are exercisable for three years from the date
of issuance at an exercise price of $0.25 per share, 300,000 are exercisable for
three years from the date of  issuance at an exercise  price of $0.58 per share,
and  500,000  are  exercisable  for three  years from the date of issuance at an
exercise price of $0.75 per share.

         In April 2008, we issued  350,000 shares of common stock and authorized
the issuance of 1,000,000  warrants to purchase  1,000,000  shares of our common
stock to our  investor  relations  firm.  The  warrants  will be issued in equal
increments over the one year term of our agreement and are exercisable for three
years from the date of our  agreement  at an exercise  price of $0.25 per share.
Currently, we have issued 249,999 of the warrants.

         In April 2008, we issued to our public relations firm 495,000 shares of
our common stock and 600,000  warrants to purchase  600,000 shares of our common
stock,  of which  300,000  are  exercisable  for  three  years  from the date of
issuance at an exercise price of $0.17 per share and 300,000 are exercisable for
three years from the date of issuance at an exercise price of $0.58 per share.

         In April 2008,  we issued stock options to purchase  800,000  shares of
our  common  stock at an  average  exercise  price of $0.10 per share to our two
independent directors.

         In April 2008, the Company issued 407,000 shares of its common stock to
three consultants for services rendered.

         In April 2008,  the Company issued 50,000 shares of its common stock to
three consultants for investor relations services rendered.

         In April 2008, the Company issued 500,000 shares of its common stock to
one lender as a late fee pursuant to a bridge loan.

         In April  2008,  we  received  $25,000  pursuant to one short term loan
agreement.  This short term loan is payable all principal and accrued but unpaid
interest on or before May 31, 2008. In conjunction  with this short term loan we
issued to the  lender a total of  25,000  shares  of  common  stock and  150,000
warrants to purchase 150,000 shares of our common stock exercisable for a period
of three  years  from the date of  issuance  at an  exercise  price of $0.58 per
share.

                                      -13-
<PAGE>


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

         Not Applicable

ITEM 6.  EXHIBITS

         EXHIBIT           DESCRIPTION

         31.1               Section 302 Certification of Chief Executive Officer
         31.2               Section 302 Certification of Chief Financial Officer
         32.1               Section 906 Certification of Chief Executive Officer
         32.2               Section 906 Certification of Chief Financial Officer























                                      -14-
<PAGE>



                                   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.


Dated:  August 19, 2008          By:  \s\ Edward L. Torres
                                      ---------------------------------------
                                     Edward L. Torres, Chairman of the Board,
                                     Chief Executive Officer (Principal
                                     Executive Officer), President, and Acting
                                     Chief Financial Officer (Principal
                                     Financial Officer)







































                                      -15-