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

                                   FORM 10-QSB

(MARK ONE)

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

____   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                             FOR THE TRANSITION PERIOD FROM: _______ TO________



                         COMMISSION FILE NUMBER: 1-14244

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


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


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

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: As of September 30, 2007 the number
of  shares  outstanding  of the  registrant's  only  class of  common  stock was
21,264,039.

Transitional Small Business Disclosure Format (check one):

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

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION

<S>      <C>                                                                                                <C>
Item 1.  Condensed Consolidated Financial Statements (unaudited)

         Balance Sheets at September 30, 2007 (unaudited)....................................................1

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

         Statements of Cash Flows for the Nine Months Ended September 30, 2007
         and September 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...............................................................................7

Item 3.  Controls and Procedures.............................................................................9

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings ..................................................................................9

Item 2.  Changes in Securities..............................................................................10

Item 3.  Defaults upon Senior Securities....................................................................10

Item 4.  Submission of Matters to a Vote of Security Holders................................................10

Item 5.  Other Information..................................................................................10

Item 6.  Exhibits and Reports on Form 8-K...................................................................10

SIGNATURES..................................................................................................12
</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.)
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------------------------------------------

                                                    ASSETS
                                                                                   AS OF
                                                                               SEPTEMBER 30,       AS OF
                                                                                   2007         DECEMBER 31,
                                                                                 UNAUDITED          2006
                                                                              ---------------- ---------------
 CURRENT ASSETS
<S>                                                                           <C>              <C>
     Cash & cash equivalents                                                  $        32,890  $      302,943
     Accounts receivable                                                              722,122         258,989
     Receivable - other                                                                 1,228               -
     Prepaid expense                                                                2,447,147         412,496

                                                                              ---------------- ---------------
 TOTAL CURRENT ASSETS                                                               3,203,387         974,428

 NET PROPERTY & EQUIPMENT                                                             429,766          38,820

 OTHER ASSETS

     Deposits                                                                           2,120          72,026
     Net trademarks                                                                       149             563
     Goodwill                                                                       3,392,192       9,340,570
     Investments in business areas                                                    265,780          15,779
                                                                              ---------------- ---------------
 TOTAL OTHER ASSETS                                                                 3,660,240       9,428,938
                                                                              ---------------- ---------------
       TOTAL ASSETS                                                           $     7,293,393  $   10,442,186
                                                                              ================ ===============

                                      LIABILITIES & STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

     Accounts payable                                                         $       376,912  $      427,298
     Line of credit                                                                    94,201         101,962
     Accrued liabilities                                                              144,502               -
     Income taxes payable                                                              35,500          35,500
     Loans payable                                                                  2,577,300         238,000
                                                                              ---------------- ---------------
  TOTAL CURRENT LIABILITIES                                                         3,228,415         802,760

 LONG-TERM LIABILITIES

     Unsecured 10% Loan payable                                                     1,243,934         859,831
                                                                              ---------------- ---------------
  TOTAL LONG-TERM LIABILITIES                                                       1,243,934         859,831
                                                                              ---------------- ---------------
       TOTAL LIABILITIES
                                                                                    4,472,349       1,662,591

 STOCKHOLDERS' EQUITY

     Common stock, (par value $.001 per share, 100,000,000 shares
        authorized: 21,264,039 and 13,935,869 shares issued and outstanding
        as of September 30, 2007 and December 31, 2006 respectively)                   21,264          13,935
     Paid-in capital                                                               20,745,720      11,323,073
     Shares to be issued                                                                    -               -
     Retained earnings                                                            (17,945,939)     (2,557,413)
                                                                              ---------------- ---------------
 TOTAL STOCKHOLDERS' EQUITY                                                         2,821,045       8,779,595
                                                                              ---------------- ---------------
         TOTAL LIABILITIES &
                    STOCKHOLDERS' EQUITY                                      $     7,293,393  $   10,442,186
                                                                              ================ ===============
</TABLE>

          See Notes to the Condensed Consolidated Financial Statements

                                       1
<PAGE>
<TABLE>
<CAPTION>

                            ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                   (FORMERLY GLASS-AIRE INDUSTRIES GROUP, LTD.)
                             UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
-------------------------------------------------------------------------------------------------------------------
                                             THREE MONTHS       THREE MONTHS      NINE MONTHS       NINE MONTHS
                                                 ENDED             ENDED             ENDED             ENDED
                                             SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,
                                                 2007               2006             2007               2006
                                            ----------------  ----------------- ----------------  -----------------
<S>                                         <C>               <C>               <C>               <C>
  REVENUES                                  $     1,226,424   $              -  $     1,636,843   $              -

  COST OF GOODS SOLD                                 84,326                  -          140,627                  -

                                            ----------------  ----------------- ----------------  -----------------
  GROSS PROFIT                                    1,142,097                  -        1,496,215                  -

  OPERATING EXPENSES

      Depreciation                                    6,278                  -           18,834                  -
      Finance fees                                2,663,728                  -        2,663,728                  -
      Consulting                                    506,652                  -          653,196                  -
      Commissions                                 1,937,653                  -        2,846,162                  -
      General and administrative                    969,386                128        1,979,305                  -
                                            ----------------  ----------------- ----------------  -----------------

  TOTAL OPERATING EXPENSES                        6,083,696                128        8,161,224                  -
                                            ----------------  ----------------- ----------------  -----------------

  LOSS FROM OPERATIONS                           (4,941,599)              (128)      (6,665,009)                 -

  OTHER INCOME (EXPENSES)

      Interest income                                   448                  -              448                  1
      Interest expense                              (53,979)              (701)        (103,900)            (7,082)
      Other income                                        -              6,243           58,998             56,243
      Impairment of goodwill                        (55,600)                 -       (8,766,786)                 -
                                            ----------------  ----------------- ----------------  -----------------

  TOTAL OTHER INCOME (EXPENSES)                    (109,131)             5,542       (8,811,239)            49,162
                                            ----------------  ----------------- ----------------  -----------------

  NET INCOME (LOSS)                         $    (5,050,729)  $          5,414  $   (15,476,248)  $         49,162
                                            ================  ================= ================  =================

   BASIC EARNING (LOSS) PER SHARE           $         (0.25)  $           0.00  $         (0.75)  $           0.01
                                            ----------------  ----------------- ----------------  -----------------
  WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES - BASIC AND DILUTED            20,289,834          5,881,152       20,689,679          4,569,295
                                            ================  ================= ================  =================
</TABLE>

          See Notes to the Condensed Consolidated Financial Statements

                                       2

<PAGE>
<TABLE>
<CAPTION>

                         ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                (FORMERLY GLASS-AIRE INDUSTRIES GROUP, LTD.)
                          UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------

                                                                                 NINE MONTHS    NINE MONTHS
                                                                                    ENDED          ENDED
                                                                                SEPTEMBER 30,  SEPTEMBER 30,
                                                                                    2007            2006
                                                                                -------------- ---------------
 CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                             <C>            <C>
     Net income (loss)                                                          $(15,476,248)  $       49,162

     Adjustments to reconcile net loss to net cash
     provided by (used  in) operating activities:

           Depreciation                                                               18,834                -
           Common stock                                                            9,517,697                -
           Common stock to be issued                                                       -                -

                Changes in operating assets and liabilities:

                (Increase) decrease in accounts receivable                          (463,133)               -
                (Increase) decrease in other receivable                               (1,228)               -
                (Increase) decrease in prepaid expenses                           (2,034,651)               -
                (Increase) decrease in goodwill                                    5,948,378                -
                (Increase) decrease in security deposits                              69,906                -
                (Increase) decrease in business areas                               (250,001)               -
                (Increase) decrease in accounts payable and accrued expenses          94,116           10,940
                (Increase) decrease in income tax payable                                  -                -

                                                                                -------------- ---------------
      NET CASH USED BY OPERATING ACTIVITIES                                       (2,576,329)          60,102

 CASH FLOWS FROM INVESTING ACTIVITIES

       Acquisition of equipment                                                     (409,366)               -
                                                                                -------------- ---------------
      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                           (409,366)               -

 CASH FLOWS FROM FINANCING ACTIVITIES

     Line of credit                                                                   (7,761)               -
     Increase in loan payable                                                      2,339,300                -
     Proceeds from long-term liabilities                                             384,103                -
                                                                                -------------- ---------------

      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                          2,715,642                -
                                                                                -------------- ---------------

     NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                             (270,053)          60,102

     CASH AT BEGINNING OF PERIOD                                                     302,943            1,832
     CASH AT OCTOBER 11, 2006 OF SUBSIDIARY                                                -                -
                                                                                -------------- ---------------
     CASH AT END OF PERIOD                                                      $     32,890   $       61,934
                                                                                ============== ===============

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION:

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

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

</TABLE>

          See Notes to the Condensed Consolidated Financial Statements

                                       3
<PAGE>

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2007
                                   (UNAUDITED)

NOTE 1 -   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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


NOTE 2 - GOING CONCERN

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


NOTE 3 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NATURE OF OPERATIONS:

Environmental Services Professionals,  Inc. (formerly 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  (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 (last  quarter 2007 and 2008),  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  September  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.

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

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  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 SEPTEMBER 30, 2007 CONSIST OF THE FOLLOWING:

                                              SEPTEMBER 30, 2007
                                              ------------------
Unsecured loan to a related party with
annual interest of 8%.                              $2,577,300


Unsecured notes, with annual interest of
10%.                                                $1,243,934
                                                  ------------
                                                    $3,821,234
                                                  ============


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

Basic gain (loss) per common  share has been  calculated  based on the  weighted
average number of shares of common stock outstanding during the period.
<TABLE>
<CAPTION>
                                                                        September 30,            September 30,
                                                                             2007                    2006
                                                                   ------------------------- ----------------------

<S>                                                                <C>                       <C>
NET INCOME (LOSS) FROM OPERATIONS                                  $       (15,476,248)      $            (12,740)

     BASIC INCOME / (LOSS) PER SHARE                               $             (0.75)      $              (0.00)
     --------------------------------
                                                                   ========================= ======================
     WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                          20,689,679                  4,569,295
     ---------------------------------------------                 ========================= ======================
</TABLE>


NOTE 6 - SIGNIFICANT EVENTS

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

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

During  September,  July and  November  2007,  the Company  entered into lending
agreements and borrowed a total of $1,657,300  through  short-term  bridge loans
having maturity dates  approximately nine 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.  closed 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.













                                       6

<PAGE>

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

CAUTIONARY STATEMENTS

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

          (a)  Volatility or decline of the Company's stock price;
          (b)  Potential fluctuation in quarterly results;
          (c)  Failure of the Company to earn revenues or profits;
          (d)  Inadequate  capital and inability to raise the additional capital
               or obtain the financing needed to implement its business plans;
          (e)  Inadequate capital to continue business;
          (f)  Absence of demand for the Company's products and services;
          (g)  Rapid and significant changes in markets;
          (h)  Litigation  with or  legal  claims  and  allegations  by  outside
               parties against ESP and its subsidiaries;
          (i)  Insufficient revenues to cover operating costs;
          (j)  Default  by the  Company  on  short-term  bridge  loans and other
               indebtedness  incurred by the Company due to a lack of capital or
               cash flow to service and repay the debt; and
          (k)  Additional  dilution  incurred as the Company  issues more of its
               capital stock to finance acquisitions and operations.

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

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

CRITICAL ACCOUNTING POLICIES

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

                                       7
<PAGE>

for the fiscal  year ended  December  31,  2006,  as well as in the notes to the
December 31, 2006  consolidated  financial  statements.  There have not been any
significant  changes to these  accounting  policies  since they were  previously
reported at December 31, 2006.

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 NINE MONTHS ENDED  SEPTEMBER 30, 2007 AS COMPARED
TO NINE MONTHS ENDED SEPTEMBER 30, 2006

         REVENUE

         Total revenue for the first nine months period ended September 30, 2007
increased by $1,636,843  from $0 in the nine-month  period ending  September 30,
2006 to $1,636,843 for the nine months ended  September 30, 2007.  This increase
in revenue was a result of the restructuring of AHI and the incorporation of the
CEHI  program  and the  acquisition  of IAMI.  It is  anticipated  over the last
quarter of 2007 that AHI will retrain new home  inspectors to be certified under
the CEHI program;  and NPSI (IAMI) will increase new  memberships in each of its
associations.  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 if they are closed.

         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative  expenses increased by $ 8,161,224,  up from
$0 during the nine-month period ended September 30, 2006, to $ 8,161,224 for the
nine-month  period  ended  September  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. Expenses for the period that related to stock issuance were: Finance fee
$2,663,728, Consulting fee of $653,196, and Commissions expense of $2,846,162.

         NET LOSS

         Net loss  increased  by  $15,476,248  for the  nine-month  period ended
September  30, 2007.  This increase in net loss was the result of an increase in
general and administrative expenses and marketing costs, as well as a charge off
of $8,711,186 for the sale of Pacific Environmental  Sampling,  Inc. on June 30,
2007 as  described  in the  Company's  Quarterly  Report on Form  10-QSB for the
quarter  ended June 30, 2007,  in Note 6 for its  financial  statements  in that
report. Stock related expenses for the nine months ended September 30, 2007 were
$6,163,086.  Currently  operating costs exceed revenue because sales are not yet
sufficient. We cannot assure when or if revenue will exceed operating costs.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         The Company had net cash of $32,890 at September  30, 2007, as compared
to net cash of $302,943 at December 31, 2006.

         During the nine months ended  September  30,  2007,  the Company used $
2,576,329 of cash for operating  activities,  as compared to $60,102  during the
nine  months  ended  September  30,  2006.  The  increase in the use of cash for
operating  activities was a result of  restructuring  the Company for a national
marketing  program  for 50 cities for the CEHI  inspection  program  and for the
acquisitions of AHI and upcoming potential acquisitions.  A portion of the funds
was used to create a  standard  national  software  system and create a national
call  center  to  support  the  estimated  3,000  Certified  Environmental  Home
Inspectors (CEHI).

         Cash  used  in  investing  activities  during  the  nine  months  ended
September  30, 2007 was $ 409,366  compared  to $0 during the nine months  ended
September 30, 2006.

         Cash  provided by  financing  activities  relating  to the  issuance of
promissory  notes and  shares of  common  stock  during  the nine  months  ended
September  30,  2007 was  $2,715,642,  as compared to $ 0 during the nine months
ended  September  30,  2007.  Since  January 1,  2006,  our  capital  needs have
primarily been met from the proceeds of private placements, bridge loans and, to
a lesser extent, sales.

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

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

ITEM 3.  CONTROLS AND PROCEDURES

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


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


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

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

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

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

                                       9
<PAGE>

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

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

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Note Applicable

ITEM 6.  EXHIBITS

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

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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

     (11) Incorporated  by reference from the Report on Form 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  September 30,
         2007.

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

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

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

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

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

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

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

                                       11

<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: November 19, 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: November 19, 2007
      -----------------------------------------------
         Edward L. Torres, Chairman of the Board


By:  \s\ Joseph T. Leone                                Dated: November 19, 2007
      -----------------------------------------------
         Joseph T. Leone, Director


By:  \s\ Lyle Watkins                                   Dated: November 19, 2007
    -------------------------------------------------
         Lyle Watkins, Director


By:  \s\ Robert August                                  Dated: November 19, 2007
    -------------------------------------------------
         Robert August, Director


By:  \s\ Francis ("Rich") Finigan                       Dated: November 19, 2007
    -------------------------------------------------
         Francis ("Rich") Finigan, Director


By:  \s\ Leroy Moyer                                    Dated: November 19, 2007
    -------------------------------------------------
         Leroy Moyer, Director


                                       12