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


                                  FORM 10-QSB/A
                                 Amendment No. 1


(MARK ONE)

_X_   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                             FOR THE QUARTERLY PERIOD ENDED:      JUNE 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 June 30, 2007 the number of
shares   outstanding  of  the  registrant's  only  class  of  common  stock  was
18,905,438.

Transitional Small Business Disclosure Format (check one):

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

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION
<S>      <C>                                                                                                <C>
Item 1.  Condensed Consolidated Financial Statements (unaudited)


         Balance Sheets at June 30, 2007 (unaudited) and December 31, 2006...................................1


         Statements of Operations for the Six Months Ended June 30, 2007
         and June 30, 2006 (unaudited).......................................................................2

         Statements of Cash Flows for the Six Months Ended June 30, 2007
         and June 30, 2006 (unaudited).......................................................................3

         Notes to Condensed Consolidated Financial Statements................................................4

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations...............................................................................8

Item 3.  Controls and Procedures............................................................................10

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................................................10


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........................................11


Item 3.  Defaults upon Senior Securities....................................................................11

Item 4.  Submission of Matters to a Vote of Security Holders................................................11

Item 5.  Other Information..................................................................................11

Item 6.  Exhibits and Reports on Form 8-K...................................................................11

SIGNATURES..................................................................................................14
</TABLE>


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

<TABLE>
<CAPTION>
                              ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                     (Formerly Glass-Aire Industries Group, Ltd.)
                                             Consolidated Balance Sheets
--------------------------------------------------------------------------------------------------------------------

                                                        ASSETS

                                                                                 AS OF                   AS OF
                                                                               JUNE 30,               DECEMBER 31,
                                                                                 2007                     2006
                                                                           ------------------       -----------------

      CURRENT ASSETS
<S>                                                                       <C>                      <C>
       Cash & cash equivalents                                            $          117,975       $         302,943
       Accounts receivable                                                           602,108                 258,989
       receivable - other                                                              1,228                       -
       Prepaid expense                                                             4,496,965                 412,496
                                                                          ------------------       -----------------

      TOTAL CURRENT ASSETS                                                         5,218,276                 974,428

      NET PROPERTY & EQUIPMENT                                                       428,748                  38,820

      OTHER ASSETS
       Deposits                                                                        2,120                  72,026
       Net trademarks                                                                    149                     563
       Goodwill                                                                    3,233,192               9,340,570
       Investments in business areas                                                  15,780                  15,779
                                                                          ------------------       -----------------

      TOTAL OTHER ASSETS                                                           3,251,241               9,428,938

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

            TOTAL ASSETS                                                  $        8,898,265       $      10,442,186

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

                                     LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES
       Accounts payable and accrued liabilities                           $          453,786       $         427,298
       Line of credit                                                                 98,518                 101,962
       Accrued liabilities                                                           144,502                       -
       Income taxes payable                                                           90,800                  35,500
       Loans payable                                                               1,773,000                 238,000
                                                                          ------------------       -----------------

      TOTAL CURRENT LIABILITIES                                                    2,560,606                 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                                                      3,804,540               1,662,591

      STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock, (par value $.001 per share, 100,000,000 shares
         authorized: 18,905,438 shares and 13,935,869 shares issued and
         outstanding as of June 30, 2007 and December 31, 2006 respectively)          18,905                  13,935
      Paid-in capital                                                             17,055,589              11,323,073
      Retained earnings                                                          (11,980,769)             (2,557,413)
                                                                          ------------------       -----------------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                         5,093,725               8,779,595
                                                                          ------------------       -----------------

              TOTAL LIABILITIES &
                         STOCKHOLDERS' EQUITY (DEFICIT)                   $        8,898,265       $      10,442,186
                                                                          ==================       =================

                                 See Notes to the Consolidated Financial Statements

</TABLE>

                                      -1-


<PAGE>

<TABLE>
<CAPTION>
                                     ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                            (Formerly Glass-Aire Industries Group, Ltd.)
                                                Consolidated Statement of Operations
------------------------------------------------------------------------------------------------------------------------------------

                                                THREE MONTHS           THREE MONTHS          SIX MONTHS             SIX MONTHS
                                                    ENDED                  ENDED                ENDED                  ENDED
                                                  JUNE 30,               JUNE 30,             JUNE 30,               JUNE 30,
                                                    2007                   2006                 2007                   2006
                                              ------------------     ------------------   ------------------     ------------------

    REVENUES
<S>                                           <C>                    <C>                  <C>                    <C>
     Income                                   $          164,702     $                -   $          410,419     $                -
                                              ------------------     ------------------   ------------------     ------------------

    NET REVENUE                                          164,702                      -              410,419                      -

    COST OF GOODS SOLD
     Purchases                                            28,968                      -               56,301                      -
                                              ------------------     ------------------   ------------------     ------------------

    TOTAL COST OF GOODS SOLD                              28,968                      -               56,301                      -
                                              ------------------     ------------------   ------------------     ------------------

    GROSS PROFIT                                         135,734                      -              354,118                      -

    OPERATING EXPENSES
     Depreciation                                          6,485                      -               12,556                      -
     General and administrative                          834,814                 21,607            2,064,973                 61,774
                                              ------------------     ------------------   ------------------     ------------------

    TOTAL OPERATING EXPENSES                             841,299                 21,607            2,077,529                 61,774
                                              ------------------     ------------------   ------------------     ------------------

    INCOME (LOSS) FROM OPERATIONS                       (705,565)               (21,607)          (1,723,411)               (61,774)

    OTHER INCOME (EXPENSES)
     Interest income                                           -                      -                    -                      1
     Interest expense                                    (31,320)                (5,136)             (49,920)                (6,381)
     Other income                                         54,599                 50,000               58,999                 50,000
     Loss from discontinued operation                 (8,711,186)                                 (8,711,186)
                                              ------------------     ------------------   ------------------     ------------------

    TOTAL OTHER INCOME (EXPENSES)                     (8,687,907)                44,864           (8,702,107)                43,620
                                              ------------------     ------------------   ------------------     ------------------

    NET INCOME (LOSS)                         $       (9,393,472)    $           23,257   $      (10,425,518)    $          (18,154)
                                              ==================     ==================   ==================     ==================

     BASIC EARNING (LOSS) PER SHARE           $            (0.50)    $             0.00   $            (0.68)    $            (0.00)
                                              ------------------     ------------------   ------------------     ------------------

    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES - BASIC AND DILUTED               18,711,966              5,080,394           15,252,618              3,876,050
                                              ==================     ==================   ==================     ==================

                                 See Notes to the Consolidated Financial Statements
</TABLE>



                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                                  ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                         (Formerly Glass-Aire Industries Group, Ltd.)
                                             Consolidated Statement of Cash Flows
----------------------------------------------------------------------------------------------------------------------------

                                                                                           SIX MONTHS          SIX MONTHS
                                                                                              ENDED              ENDED
                                                                                            JUNE 30,            JUNE 30,
                                                                                              2007                2006
                                                                                         --------------     ---------------

   CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                                       <C>                <C>
   Net income (loss)                                                                      $  (10,425,518)    $       (18,154)

   Adjustments to reconcile net loss to net cash provided by (used in) operating
   activities:
         Depreciation                                                                              6,485                   -
         Common stock                                                                          5,737,486             317,180
         Common stock to be issued                                                                     -
         Changes in operating assets and liabilities:
                (Increase) decrease in accounts receivable                                      (343,119)                  -
                (Increase) decrease in other receivable                                           (1,228)                  -
                (Increase) decrease in prepaid expenses                                       (4,084,469)                  -
                (Increase) decrease in goodwill                                                7,109,953                   -
                (Increase) decrease in security deposits                                          69,906
                (Increase) decrease in accounts payable and accrued expenses                     170,990            (300,698)
                (Increase) decrease in income tax payable                                         55,300                   -
                                                                                          --------------     ---------------

        NET CASH USED BY OPERATING ACTIVITIES                                                 (1,704,214)             (1,672)


   CASH FLOWS FROM INVESTING ACTIVITIES

         Acquisition of equipment                                                               (396,413)                  -
                                                                                          --------------     ---------------

        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                     (396,413)                  -

   CASH FLOWS FROM FINANCING ACTIVITIES

   Line of credit                                                                                 (3,444)                  -
   Increase in loan payable                                                                    1,535,000                   -
   Proceeds from long-term liabilities                                                           384,103                   -
                                                                                          --------------     ---------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                    1,915,659                   -
                                                                                          --------------     ---------------

       NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                                      (184,968)             (1,671)

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

       CASH AT END OF PERIOD                                                              $     117,975      $          161
                                                                                          ==============     ===============


   SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

   Cash paid for Interest                                                                 $      49,920      $        1,245
                                                                                          ==============     ===============

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


                                 See Notes to the Consolidated Financial Statements
</TABLE>


                                      -3-


<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The  accompanying  June  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 June 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 the six month  period  ended  June 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'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 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

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

         Environmental  Service  Professionals,   Inc.  ("ESP")  has  adopted  a
strategy to acquire several businesses that have complimentary goals for dealing
with environmental issues and resolving  environmentally sensitive problems. ESP
has  completed two  acquisitions  and is in various  stages of  discussion  with
several  other  companies  that  management  believes are good  operational  and
economic fits. The current acquisition  candidates,  if they are acquired,  will
include  some that will be  free-standing  subsidiaries  and others that will be
absorbed into existing operations.

         ESP's strategy is being implemented in the following three phases:  (1)
Phase 1 (last quarter  2006),  ESP focused on developing  the holding  company's
legal, financial,  operational and management structures; (2) Phase 2 (first and
second quarter 2007), ESP focused on integrating new affiliates into the holding
company,  developing  and test  marketing the new suite of products and services
that will be offered through these affiliates; and (3) Phase 3 (third and fourth
quarters 2007),  ESP plans to focus on the full  implementation  of its national
marketing campaign.

         The Company is in the process of converting all current franchises into
independent contractors under the Certified Environmental Home Inspection (CEHI)
program through ESP's AHI  subsidiary.  As of June 30, 2007, ESP had transferred
all of its current  and future  CEHI  business  operations  to its wholly  owned
subsidiary,  Allstate Home Inspection & Household  Environmental  Testing,  Ltd.
("AHI").  AHI will  continue to operate the CEHI program that  provides  limited
mold,  moisture and allergen  survey  services for  residential  and  commercial
buildings  utilizing  the  Company's  mandatory  central  call  center.   Visual
inspections  and collection of samples are part of the survey  services that are
offered.  An accredited  laboratory  analyzes  these samples and the results are
reported  to  the  clients.   Temporary  containment  services  are  offered  as
appropriate.

         Effective  October 11, 2006,  the Company  completed (a) a one for 3.75
reverse split of its total issued and outstanding  common stock, (b) amended its
Articles  of  Incorporation  and  changed  its  name  to  Environmental  Service
Professionals, Inc. It also increased its authorized common stock to 100,000,000
shares,  par value  $0.001 per share,  and (c) closed the  reverse  merger  with

                                      -4-
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

Pacific Environmental Sampling, Inc. pursuant to which PES became a wholly-owned
subsidiary of the Company, and PES's management and shareholders assumed control
of the Company.

NOTE 4 - NOTES PAYABLE & LONG TERM LIABILITIES

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

                                                JUNE 30, 2007
                                                -------------
Unsecured loan to a related party with
annual interest of 8%.                            $ 1,773,000

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

                                                  $ 3,016,934
                                                    =========

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.
<TABLE>
<CAPTION>
                                                                           June 30,                June 30,
                                                                             2007                    2006
                                                                   ------------------------- ----------------------

<S>                                                                <C>                       <C>
NET INCOME (LOSS) FROM OPERATIONS                                  $        (10,425,518)     $          (18,154)

     Basic income / (loss) per share                               $              (0.68)     $            (0.00)
                                                                   ========================= ======================

     Weighted average number of shares outstanding                           15,252,618               3,876,050
                                                                   ========================= ======================
</TABLE>


NOTE 6 - SIGNIFICANT EVENTS

         On July 2, 2007, effective as of June 25, 2007,  Environmental  Service
Professionals,  Inc.  (the  "Company"),  Advanced  Roofing  Solutions,  Inc.,  a
California   corporation   ("ARS"),   Eduardo  Guerra,  an  individual  and  50%
shareholder of ARS, and Marco Guerra,  an individual and 50% shareholder of ARS,
entered  into a stock  purchase  agreement  (the  "SPA")  pursuant  to which the
Company will acquire 100% of the total issued and outstanding  stock of ARS from
Eduardo  Guerra and Marco Guerra in exchange  for a minimum of 1,100,000  shares
and a maximum of 1,500,000  shares of the  Company's  common  stock  issuable in
installments  over time (the  "Stock  Payment"),  1,000,000  warrants  entitling
Eduardo Guerra and Marco Guerra to collectively  purchase  1,000,000  additional
shares of the Company's  common stock at a purchase price of $0.75 per share for
a period of three years from the date of the closing of the  purchase  under the
SPA, issuable at such time as specified in the SPA, plus a minimum of $1,000,000
and a maximum of  $1,950,000  in cash  (subject to possible  further  increase),
payable in installments over time (the "Cash Payment").  Upon the closing of the
SPA (the  "Closing"),  which  was  scheduled  to occur on July 15,  2007,  or on
another date, place and time as the parties mutually agree in writing, or within
10 days after  completion  of ARS's  2005 and 2006  audited  and 2007  unaudited
financial  statements,  whichever  occurs later,  but in no event after July 31,
2007 (the "Closing  Date"),  unless extended by mutual written  agreement of the
parties, ARS is agreed to become a wholly owned subsidiary of the Company.

         The Cash  Payment to Eduardo  Guerra and Marco  Guerra  will be made as
follows:  (i)  $750,000  paid upon  Closing,  (ii)  $100,000  paid 30 days after
Closing,  (iii)  $100,000 paid 60 days after  Closing,  and (iv) $50,000 paid 90
days after  Closing.  The Stock  Payment to Eduardo  Guerra and Marco Guerra (as
between them on a 50% - 50% basis) as follows:  (i) 750,000 shares upon Closing,
(ii) 50,000  shares 30 days after  Closing,  (iii)  50,000  shares 60 days after

                                      -5-
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

Closing,  (iv) 50,000 shares 120 days after Closing,  (v) 50,000 shares 180 days
after Closing, and (vi) 150,000 shares 275 days after Closing.

         All  shares  of the  Company's  common  stock  and all of the  warrants
issuable to Eduardo Guerra and Marco Guerra by the Company under the SPA must be
held by Eduardo  Guerra and Marco  Guerra for a period of at least one year from
the date of the Closing. Furthermore,  Eduardo Guerra and Marco Guerra 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.

         The amount of the Cash Payment and Stock  Payment may be increased  and
paid subject to the following  terms and  conditions:  Eduardo  Guerra and Marco
Guerra  will earn a  collective  total of an  additional  $250,000  in cash (the
"Program Bonus") if and upon ARS signing a Home Warranty Program (the "Program")
with a nationwide home warranty  provider which represents over 100,000 national
home warranty contracts across several markets in the United States,  reflecting
a minimum of $16,000,000  of estimated  gross revenue for ARS over the 36 months
following the execution of the agreements evidencing the Program. Eduardo Guerra
and Marco Guerra will earn a collective total of an additional  $200,000 in cash
(the  "Projection  Bonus") on or before  January 31, 2009 if ARS achieves 85% or
more of its  projected  gross  revenue  and net  profits  during the period from
Closing to  December  31,  2008.  Eduardo  Guerra and Marco  Guerra  will earn a
collective  total of an  additional  $500,000  in cash (the  "Excess  Projection
Bonus") on or before January 31, 2009 if ARS exceeds its projected gross revenue
during the period  from  Closing to  December  31, 2008 by more than 35%. If ARS
achieves or exceeds its projected net profits  during the period from Closing to
December 31, 2008 and exceeds its projected  gross revenue during that period by
more than 35%,  then for each  percentage  point  above 35% that ARS  exceeds it
projected revenue during said period,  Eduardo Guerra and Marco Guerra will earn
an additional collective total of $14,000 payable on or before January 31, 2009,
up to a total maximum of an additional $300,000.

         Eduardo  Guerra and Marco  Guerra  will earn a  collective  total of an
additional 400,000 shares of the Company's common stock on or before January 31,
2009 if ARS achieves 85% or more of its projected  gross revenue and net profits
during the period from Closing to December 31, 2008 (the "Bonus Stock").

         In the event that (i) the  employment of both Eduardo  Guerra and Marco
Guerra with ARS and the Company and their  successors-in-interest and affiliates
is  unilaterally  terminated by the Company  without cause prior to December 31,
2008,  or (ii) the Company does not upon the written  request of Eduardo  Guerra
and Marco Guerra invest at least  $500,000  into ARS,  including the Bridge Loan
(as defined below),  then the Company will immediately pay to Eduardo Guerra and
Marco Guerra in cash a collective  total of the Program  Bonus,  the  Projection
Bonus, and the Excess  Projection  Bonus, as well as issue to Eduardo Guerra and
Marco Guerra the Bonus Stock.

         Upon the  execution  SPA, the Company made a $250,000  bridge loan (the
"Bridge  Loan") to ARS to be used by ARS for the  establishment  of its training
and educational  program as mutually agreed by ESP and ARS. The Bridge Loan will
be noninterest bearing and will be converted into an equity investment in ARS at
the  Closing,  or if the Closing does not occur,  will be converted  into voting
common stock of ARS issued to ESP in an amount based on a pre-money valuation of
ARS of $3,200,000;  provided, that if the Closing does not occur due to a breach
of the SPA by ARS, then the Bridge Loan will be immediately  due and payable and
commence  bearing  interest  at the rate of 10% per annum.  Effective  as of the
Closing,  the Company will employ Marco Guerra as the Division  President of the
ARS  Division,  and Eduardo  Guerra as the Senior Vice  President of ARS with an
annual  salary to be agreed upon for both  individuals  in the annual budget and
projections  of ARS for 2007 and 2008.  Eduardo  Guerra shall be employed by the
Company as  Executive  Vice  President  of  Strategic  Planning and shall report
directly to the President and Chief Executive  Officer of the Company.  The term
of the  employment  arrangements  will be for a  minimum  of 275 days  after the
Closing,  and thereafter on an "at will" basis.  As an inducement to the Company
to enter into and to perform its  obligations  under the SPA,  Marco  Guerra and
Eduardo  Guerra will each enter into a  non-compete  covenant  pursuant to which
during the term of their employment with the Company and for so long as they are
officers,  directors,  employees  or  consultants  of the  Company or any of its
subsidiaries or affiliates, they 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


                                      -6-
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007
                                   (UNAUDITED)

whatsoever,  for their 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.

         The SPA may be  terminated  by either party upon written  notice to the
other party and without  further  obligation by either party to the other party,
if (i) the Closing does not occur by July 31, 2007,  or (ii) Eduardo  Guerra and
Marco Guerra may also  terminate  the SPA by written  notice to the Company upon
certain  defaults by the  Company,  or (iii) if either  party  provides  written
notice of  termination to the other party on or before July 31, 2007 and Eduardo
Guerra and Marco  Guerra  agree to  immediately  refund  the Bridge  Loan to the
Company, as set forth in the SPA. While the SPA is technically  terminated,  and
ARS has repaid the Bridge Loan to the Company, the Company and ARS are currently
in discussions  regarding an extension of the July 31, 2007 closing date and the
terms of the acquisitions may be revised.

         ARS was  founded in August,  2001 and is  engaged  in the  business  of
providing analysis, preventative maintenance,  service and repairs for the roofs
of clients such as  individual  homeowners,  home owner  associations,  property
managers,  commercial  property owners,  multi-unit  residences,  and commercial
Organizations with five or more units within any city limit.

         On April 2, 2007, Pacific  Environmental  Sampling,  Inc., a California
corporation,  sold  substantially all of its assets (including all good will) to
ESP for cash consideration and the assumption of certain liabilities.  Effective
as of June 30, 2007 (the "Closing"),  Environmental Service Professionals,  Inc.
(the "Company"),  Pacific Environmental Sampling, Inc., a California corporation
("PES"), and Hugh Dallas, an individual  ("Dallas"),  completed the closing of a
stock purchase  agreement (the "PES SPA") pursuant to which Dallas acquired 100%
of the total  issued and  outstanding  stock of PES from the Company in exchange
for one dollar in cash and other good and valuable consideration. As a result of
the  Closing,  PES is no  longer  a  wholly  owned  subsidiary  of the  Company,
effective June 30, 2007 (the "Closing"). Edward Torres submitted his resignation
(to be  effective  as of the  Closing)  from the Board of  Directors  of PES and
Dallas  was  appointed  to  the  Board  Directors  of PES  (effective  as of the
Closing).  Edward Torres  submitted his  resignation  (to be effective as of the
Closing) as the Chief Executive Officer, President, Chief Financial Officer, and
Secretary of PES and Hugh Dallas was appointed as the Chief  Executive  Officer,
President,  Chief Financial Officer, and Secretary of PES (to be effective as of
the Closing).

         During  June,  July and August 2007,  the Company  entered into lending
agreements and borrowed a total of $1,657,300  through  short-term  bridge loans
having maturity dates  approximately  six months after the funding of the loans.
In connection with the bridge loans,  the Company issued 1,792,300 shares of its
common  stock and 644,420  warrants to purchase  common  stock to the lenders as
additional consideration for the loans.

         On July 25, 2007 Environmental  Service  Professionals,  Inc. completed
its Asset Purchase  Agreement with Robert Johnson and International  Association
Managers Inc.  Robert G. Johnson (the "Seller") is the 100% owner of each of the
following Minnesota entities: 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").  International  Association Managers,
Inc. is the manager of each of the other above-listed  entities (the "Manager").
Collectively,  the  Entities  are  engaged  in the  businesses  of  construction
inspection,  environmental inspection and testing,  promotion and development of
home inspection,  professional  realty and appraisal  reports,  the provision of
meeting planners,  the promotion of ongoing  education in appraisal review,  and
mortgage underwriting (collectively,  the "Business"). Seller is associated with
the National Association of Review Appraisers & Mortgage Underwriters  ("NARA"),
Non-profit association.  Since it is non-profit organization, it is not included
within the scope of the transaction.  However, upon closing,  Buyer will take on
the day-to-day management responsibilities of the organization. In consideration
for the sale,  assignment,  and  transfer of the  Acquired  Assets and  unearned
revenue  liability of  approximately  $ 134,000 to the Buyer,  the Buyer paid to
Seller $659,000 in cash in its entirety on the closing.

                                      -7-
<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;
         (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
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

                                      -8-
<PAGE>

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.

REVENUE RECOGNITION

         We  recognize  revenue on the sale of products at the time the products
are shipped to customers.

WARRANTY ACCRUAL

         The  Company  records  a  liability  for  estimated  costs  that may be
incurred  under its  warranties at the time that product  revenue is recognized.
The  Company  periodically  assesses  the  adequacy  of  its  recorded  warranty
liability and adjusts the amounts as necessary.

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 SIX MONTHS ENDED JUNE 30, 2007 AS COMPARED TO SIX
MONTHS ENDED JUNE 30, 2006

         REVENUE

         Total  revenue  for the first six months  period  ended  June 30,  2007
increased by $ 410,419 from $0 in the prior year. This increase in revenue was a
result of the restructuring of AHI and the incorporation of the CEHI program. It
is  anticipated  over  the  last  quarter  of 2007  AHI  will  retrain  new home
inspectors  into the CEHI  program.  The Company  will also release the national
public relations program through Clearvision Productions, which has targeted the
50 most  populated  cities in the United  States.  ESP has also  targeted  other
acquisitions  for the third  and  fourth  quarters,  which  are  anticipated  to
increase the Company's revenue.

         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative expenses increased by $ 2,003,199, up from $
61,744 during the  six-month  period ended June 30, 2006, to $ 2,064,973 for the
six-month   period   ended  June  30,  2007.   This   increase  in  general  and
administrative  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.

         NET LOSS

         Net loss  increased by  $10,407,364  to  $10,425,518  for the six-month
period ended June 30, 2007, compared to the six month period ended June 30, 2006
during which the net loss was $ 18,154. This increase in net loss was the result
of an increase in general and  administrative  expenses and marketing  costs, as
well as  significant  costs  incurred  in  connection  with  the  charge  off of
$8,711,186  for the sale of Pacific  Environmental  Sampling,  Inc.  as noted in
"NOTE 6 - SIGNIFICANT EVENTS" to the Company's financial  statements.  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 $ 117,975 at June 30, 2007,  as compared to
$302,943 at December 31, 2006.

         During the six months ended June 30, 2007, the Company used $ 1,704,214
of cash for  operating  activities,  as compared to $1,672 during the six months
ended June 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 six months ended June 30,
2007 was $ 396,413 compared to $0 during the six months ended June 30, 2006.

                                      -9-
<PAGE>

         Cash  provided by  financing  activities  relating  to the  issuance of
promissory notes and shares of common stock during the six months ended June 30,
2007 was  $1,915,659,  as compared  to $ 0 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 2007. 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 June 30, 2007.  Based on this  evaluation,  the Company's
Chief Executive  Officer and Chief Financial  Officer concluded that, as of June
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

KIMBERLEY D. JAMESON V. PACIFIC ENVIRONMENTAL SAMPLING. ETC., ET AL.

         The   Company  no  longer  has  any   ownership   interest  in  Pacific
Environmental Sampling, Inc., as reflected in the stock purchase agreement dated
June  29,  2007,  as noted in "NOTE 6 -  SIGNIFICANT  EVENTS"  to the  Company's
financial statements.

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

         On December 6, 2006,  John  Cooley,  a former  director of PES from May
2002 until July 2002 and minority PES  shareholder  until  1/11/2006 when Cooley
dissented  to  the  solicitation  and  exchange   agreement   between  Glas-Aire
Industries,  LTD and PES, filed a civil complaint against Pacific  Environmental
Sampling,  Inc. and  Environmental  Service  Professionals,  Inc. The  complaint
alleged  claims  for  breach  of  fiduciary  duty,  fraud,  declaratory  relief,
injunctive relief, constructive trust, and appointment of a receiver.

         On  December  12,  2006,  a  hearing  before  the Court was held on the
application  for injunctive  relief and for  appointment of a receiver.  Both of
Cooley's requests were denied by the Court. ESP and its affiliates  subsequently
filed a demurrer  challenging the legal  sufficiency of the entire complaint and
the demurrer was  sustained.  Cooley was  permitted by the Court to refile as an
attempt to  correct  deficiencies.  With an  extension,  Cooley  filed the first
amended  complaint on March 27, 2007.  On April 23, 2007 ESP and its  affiliates
filed a second demurrer  challenging the legal sufficiency of this first amended
complaint.  Cooley  has  since  examined  this  demurrer,  and  has  voluntarily
concluded that he needs to file a second amended complaint in another attempt to
correct the numerous  defects and lack of  specificity.  ESP has agreed to allow
the filing of a second amended complaint.

         On June 27, 2007, Cooley filed a second amended complaint. The response
to this  complaint  is due  August 24,  2007.  ESP is  currently  filing a third
demurrer challenging the legal sufficiency of this second amended complaint.

                                      -10-
<PAGE>

          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.

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

         During the fiscal  quarter  ended June 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 June 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 June 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 June 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.

         During the fiscal  quarter  ended March 31,  2007,  the Company  issued
110,688   shares  of  common  stock  and  96,205   warrants  for  total  capital
contributions  of $64,200.  During the fiscal  quarter ended March 31, 2007, the
Company issued  250,000  shares of common stock and no warrants for  consulting,
advisory and other services rendered for the Company.  During the fiscal quarter
ended March 31, 2007,  the Company  issued 106,667 shares of common stock and no
warrants to bridge  lenders as  additional  consideration  for their loans.  The
amount of bridge loans during this period was $164,103.  The net proceeds of the
private placements and bridge loans were utilized for business  acquisitions and
general working capital purposes.

         The warrants issued during these periods 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 June 29, 2007 (9)
         10.9               Asset Purchase Agreement with Robert Johnson and IAMI, Inc., dated April 4, 2007 (10)

                                      -11-
<PAGE>

         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>

         (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 June 4, 2007.

         (9)      Incorporated  by  reference  from the Report on Form 8-K filed
                  with the Securities and Exchange Commission on June 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 10KSB 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 June 30, 2007.

         (1)      Form 8-K,  dated April 4, 2007,  filed with the SEC reflecting
                  to  appointment  of  Francis  X.  Finigan as a member of ESP's
                  Board of Directors.

         (2)      Form 8-K,  dated April 6, 2007,  filed with the SEC reflecting
                  to  appointment  of Leroy  Moyer as a member of ESP's Board of
                  Directors and a member of ESP's Audit Committee.

         (3)      Form 8-K,  dated May 11, 2007,  filed with the SEC  reflecting
                  Michael Fell's  resignation as the Company's  Chief  Financial
                  Officer.

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

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

         (6)      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.

                                      -12-
<PAGE>

(7)               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.

(8)               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.

(9)               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.

(10)              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.




























                                      -13-


<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: August 20, 2007      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: August 20, 2007
      ----------------------------------------
      Edward L. Torres, Chairman of the Board


By:  \s\ Joseph T. Leone                              Dated: August 20, 2007
      ----------------------------------------
      Joseph T. Leone, Director


By:  \s\ Lyle Watkins                                 Dated: August 20, 2007
    -----------------------------------------
     Lyle Watkins, Director


By:  \s\ Robert August                                Dated: August 20, 2007
    -----------------------------------------
     Robert August, Director


By:  \s\ Francis ("Rich") Finigan                     Dated: August 20, 2007
    -----------------------------------------
    Francis ("Rich") Finigan, Director


By:  \s\ Leroy Moyer                                  Dated: August 20, 2007
    -----------------------------------------
     Leroy Moyer, Director















                                      -14-