U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006
                ------------------------------------------------

             [ ] 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 small business registrant as specified in its charter)

          NEVADA                                         84-1214736
 ----------------------------                   ---------------------------
(State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)


          1111 E. Tahquitz Canyon Way, Suite 110 Palm Springs, CA 92262
           ----------------------------------------------------------
                     (Address of principal executive office)

                                 (760) 327-5284
                        -------------------------------
                         (Registrant telephone number)

                        GLAS-AIRE INDUSTRIES GROUP, LTD.
                -------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

           Securities registered pursuant to Section 12(B) of the Act:

                                                       Name of Each Exchange On
  Title of Each Class                                      Which Registered
-----------------------                               --------------------------
     COMMON STOCK                                                  OTC

         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   ________


Issuer's Common Stock:
Common Stock,  $0.01 par value - Issued 5,881,152 shares,  not including 141,862
shares of treasury stock held by the Company as of September 30, 2006.

         Transitional Small Business Disclosure Format  Yes____    No___X____
<PAGE>
<TABLE>
<CAPTION>



                         GLAS-AIRE INDUSTRIES GROUP LTD.

                                      INDEX


                                                                                                            PAGE
<S>  <C>          <C>                                                                                         <C>
PART I.           FINANCIAL INFORMATION

     Item 1.      Financial Statements                                                                         1

                  Consolidated Condensed Balance Sheets
                  September 30, 2006 (Unaudited) and December 31, 2005                                         1

                  Consolidated  Condensed Statements of Operations For the three
                    months ended September 30, 2006 and 2005 and
                    the nine months ended September 30, 2006 and 2005 (Unaudited)                              2

                  Consolidated Condensed Statement of Stockholders' Equity
                    For the nine months ended September 30, 2006 (Unaudited)                                   3

                  Consolidated Condensed Statements of Cash Flows
                    For the nine months ended September 30, 2006 and 2005 (Unaudited)                          5

                  Notes to Consolidated Condensed Financial Statements (Unaudited)                             6-9

     Item 2.      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations                                             10-13

     Item 3.      Controls and Procedures                                                                     13

PART II.  OTHER INFORMATION

     Item 1.      Legal Proceedings                                                                           13

     Item 2.      Changes in Securities                                                                       13

     Item 3.      Defaults Upon Senior Securities                                                             13

     Item 4.      Submission of Matters to a Vote of Security Holders                                         13

     Item 5.      Other Information                                                                           14

     Item 6.      Exhibits and Reports on Form 8-K                                                            14

SIGNATURES                                                                                                    16
</TABLE>

<PAGE>

                         Glas Aire Industries Group Ltd.
                      Consolidated Condensed Balance Sheets

<TABLE>
<CAPTION>

                                                                    September 30,            December 31,
                                                                            2006                    2005
                                                                    (Unaudited)                (Audited)
                                                                   --------------            ---------------
Assets
Current
<S>                                                                <C>                       <C>
     Cash and equivalents                                          $          33             $       1,832
                                                                   --------------            ---------------
                                                                              33                     1,832

                                                                   $          33             $       1,832
                                                                   ==============            ===============

Liabilities and Stockholders' Equity
Liabilities
Current
     Accrued liabilities                                                  76,491                   382,731
     Income taxes payable                                                 35,500                    35,500
                                                                   --------------            ---------------
                                                                         111,991                   418,231
                                                                   --------------            ---------------


Stockholders' equity
     Common stock                                                         58,811                    27,112
     Additional paid-in capital                                        1,834,794                 1,549,313
     Accumulated Deficit                                              (2,658,342)               (2,645,602)
     Accumulated other comprehensive income
     Foreign currency translation adjustment                             652,779                   652,778
                                                                   --------------            ---------------
                                                                        (111,958)                 (416,399)
                                                                   --------------            ---------------
                                                                   $          33             $       1,832
                                                                   ==============            ===============
</TABLE>









                 See accompanying notes to financial statements
                                       1

<PAGE>

                         Glas-Aire Industries Group Ltd.
                 Consolidated Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended            Nine Months ended
                                                      ------------------------------------------------------
                                                     September 30, September 30,    September 30, September 30,
                                                          2006         2005              2006        2005
                                                      -----------  -----------       ----------- -----------
<S>                                                   <C>          <C>               <C>         <C>
Sales                                                 $       0    $       0         $       0   $       0
Cost of sales                                                 0            0                 0           0
                                                      -----------  -----------       ----------- -----------
Gross profit                                                  0            0                 0           0
                                                      -----------  -----------       ----------- -----------

 Income (expense)

     General and administrative                            (128)     (53,025)          (61,902)   (177,573)
     Other income                                         6,243            0            56,243           0
     Interest income                                          0            0                 1           0
     Interest expense                                      (701)     (17,148)           (7,082)    (17,148)
                                                      -----------  -----------       ----------- -----------
                                                          5,414      (70,173)          (12,740)   (194,721)
                                                      -----------  -----------       ----------- -----------

 Gain (loss) from continuing operation before
      Income taxes                                        5,414      (70,173)          (12,740)   (194,721)
Income taxes - current (recovery)                             0            0                 0           0
                                                     -----------  -----------       ----------- -----------
Net income (loss) for the period                     $    5,414   $  (70,173)       $ ( 12,740) $ (194,721)
                                                     ===========  ===========       =========== ===========
Earnings (loss) per share basic and diluted from
     Continuing operations                           $    0.001   $   (0.026)       $   (0.003) $   (0.072)
                                                     ===========  ===========       =========== ===========

Weighted average common shares outstanding
(Basic - after deducting 141,862 shares of
treasury stock  held by the Company)                  5,881,152    2,711,213         4,569,295   2,711,213
                                                     ===========  ===========       =========== ===========
</TABLE>












           See accompanying notes to consolidated financial statements
                                       2

<PAGE>


                        Glas-Aire Industries Group Ltd.
            Consolidated Condensed Statement of Stockholders' Equity
                      Nine Months Ended September 30, 2006
                                   (Unaudited)
<TABLE>
<CAPTION>

------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
                              Common        Stock       Additional      Deferred      Accumulated        Accumulated   Stockholders'
                               Stock       Amount       Paid-in       Compensation      Deficit                Other         Equity
                                                        Capital          expense                         Comprehensive
                                                                                                              Income
------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
<S>                       <C>         <C>          <C>           <C>              <C>               <C>               <C>
     Balance -
        December 31, 2005  2,711,213   $   27,112   $ 1,549,313                0   $     (2,645,602) $       652,778   $   (416,399)
 ------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- -------------

     Net loss                      -            -             -                -           (12,740)                -        (12,740)
------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
     Shares Issued         3,170,522       31,705       285,475                -                 -                 -        317,180

------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
     Shares adjustment          (583)          (6)            6                -                 -                 -              -
------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
     Foreign currency              -            -             -                -                 -                 1              1
      translation
     adjustment
------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
     Balance -
     September 30, 2006    5,881,152  $    58,811  $  1,834,794                -   $    (2,658,342) $        652,779  $    (111,958)
------------------------ ------------ ------------ ------------- ---------------- ----------------- ----------------- --------------
</TABLE>

























                 See accompanying notes to financial statements
                                       3

<PAGE>

                         Glas-Aire Industries Group Ltd.
             Comprehensive income (loss) consists of the following:

<TABLE>
<CAPTION>
                                                              Three months ended                       Nine months ended
                                                    ---------------------------------------- ---------------------------------------
                                                    --------------------- ------------------ ----------------- ---------------------
                                                       September 30,        September 30,       September 30,      September 30,
                                                            2006                 2005               2006                2005
                                                    --------------------- ------------------ ----------------- ---------------------

<S>                                                               <C>             <C>               <C>                  <C>
    Net income (loss)                                             $5,414          $(70,173)         $(12,740)            $(194,721)
    Foreign currency translation  adjustment                           0                 0                 1                     0
                                                    --------------------- ------------------ ----------------- ---------------------
    Comprehensive income (loss)                                   $5,414          $(70,173)         $(12,739)            $(194.721)
                                                    ===================== ================== ================= =====================
</TABLE>

































                 See accompanying notes to financial statements
                                       4

<PAGE>



                         Glas Aire Industries Group Ltd
                 Consolidated Condensed Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                    Nine Months Ended
                                                                      -----------------------------------------------
                                                                          September 30,             September 30,
                                                                              2006                       2005
                                                                      -----------------------------------------------
<S>                                                                     <C>                        <C>
Increase (decrease) in cash
Cash flows from:
Operating activities
 Net loss for the period from continuing operations                     $      (12,740)            $   (194,721)
(Increase) decrease in assets

Increase (decrease) in liabilities
     Accrued liabilities                                                        10,940                  171,120
                                                                        ---------------            ----------------
     Net cash used in operating activities
         from continuing operations                                             (1,800)                 (23,601)
Cash flows from discontinued operations                                                                       0
                                                                        ---------------            ----------------
     Net cash used in operating activities                                      (1,800)                 (23,601)
                                                                        ---------------            ----------------

Investing activities

Financing activities
     Issuance of shares                                                              0                        0
                                                                        ---------------            ----------------
     Net cash (used in) provided by financing activities                             0                        0
                                                                        ---------------            ----------------

Foreign currency translation adjustment
      effect on cash and equivalents balances                                        1                        0
                                                                        ---------------            ----------------
Increase in cash and equivalents during the period                              (1,799)                 (23,601)
Cash and equivalents, beginning of period                                        1,832                   34,550
                                                                        ---------------            ----------------
Cash and equivalents, end of period                                     $           33             $     10,949
                                                                        ===============            ================

                                                                                Nine months ended

                                                                                    Nine Months Ended
                                                                      -----------------------------------------------
                                                                          September 30,             September 30,
                                                                              2006                       2005
                                                                      -----------------------------------------------

Supplemental disclosure of cash flow relating to:

     Interest paid                                                        $      7,082             $     17,148
     Income taxes paid                                                    $          0             $          0

Non - cash investing activities

     Common Stock issued in                                               $    317,180             $          0
     exchange for compensation
     Stock warrant compensation                                           $          0             $          0
</TABLE>

                 See accompanying notes to financial statements
                                       5

<PAGE>


                         Glas Aire Industries Group Ltd.
              Notes to Consolidated Condensed Financial Statements
                               September 30, 2006
                                   (Unaudited)


1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

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

         The interim  financial  statements  included  herein are  presented  in
accordance  with United States  generally  accepted  accounting  principles  and
stated in United States Dollars, and have been prepared by the Company,  without
audit, pursuant to the rules and regulations of the United States Securities and
Exchange Commission.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although the Company believes that the disclosures are adequate to
make the information presented not misleading.

         These  financial  statements  reflect all  adjustments,  consisting  of
normal recurring  adjustments,  which in the opinion of management are necessary
for fair presentation of the information contained therein. It is suggested that
these  interim  financial  statements  be read in  conjunction  with the audited
financial  statements  of the Company for the years ended  December 31, 2005 and
2004 included in the Company's  Form 10-KSB Annual Report.  The Company  follows
the same accounting policies in the preparation of interim reports.

         Results of  operations  for the  interim  periods  are not  necessarily
indicative of annual results.

         These  interim  financial  statements  include  financial   information
relating to its wholly owned subsidiary  Glas-Aire Industries Ltd., to March 23,
2004. On March 24, 2004 the subsidiary  filed  bankruptcy with the Supreme Court
of British  Columbia.  On July 31, 2004 Glas-Aire  Industries,  Inc.`s warehouse
operation  was closed.  Glas-Aire  Industries  Group Ltd. and all  inter-company
transactions and accounts have been eliminated from the statements.

BANKRUPTCY

         On March 24,  2004,  the Supreme  Court of British  Columbia  (Case No.
L040758)  appointed KPMG Inc. as receiver over all the right, title and interest
of Glas-Aire Industries Ltd, the wholly owned subsidiary of Glas-Aire Industries
Group Ltd (the "Corporation"),  in its property,  assets, and undertakings.  The
Corporation was in default of certain financial ratios in its banking facilities
agreement with HSBC and was indebted to HSBC Bank for approximately $2.7 million
(Canadian).  The Corporation entered into forbearance agreements with HSBC while
it attempted to restructure its debt; however the forbearance  agreement expired
on March 23, 2004 and HSBC

                                       6
<PAGE>

                         Glas Aire Industries Group Ltd.
              Notes to Consolidated Condensed Financial Statements
                               September 30, 2006
                                   (Unaudited)


1. NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)


called the loans into default.  HSBC has security on the  Corporation's  assets,
however,   the  assets  are  expected  to  yield  significantly  less  than  the
Corporation's  debt  and it is  expected  that no  recovery  is  likely  for the
Corporation's unsecured creditors.

         As of August 4, 2006,  the loan  guarantee  from  Glas-Aire  Industries
Group Ltd to HSBC has been released.  The total of the settlement was CDN$90,000
plus interest and miscellaneous fees.

         As of  October  11,  2006,  the  Company  completed  (a) a one for 3.75
reverse split of its total issued and outstanding common stock, (b) an amendment
to its  Articles of  Incorporation  changing its name to  Environmental  Service
Professionals,  Inc. and increasing  its authorized  common stock to 100,000,000
shares,  par value  $0.001 per share and (c) the closing of its  reverse  merger
with Pacific Environmental  Sampling, Inc. ("PES) pursuant to which PES became a
wholly-owned  subsidiary of the Company,  and PES's  Management and Shareholders
assumed control of the Company

2. COMMON STOCK

     (a) Authorized

         100,000,000 shares of common stock with a par value of $0.001 each

         1,000,000 shares of preferred stock with a par value of $0.001 each

     (b) Issued and outstanding

          5,881,152 shares of common stock

         On April 24, 2006 the Company issued  2,440,000  shares of common stock
to management in lieu of the payment of their services.

         On April 24, 2006 the Company  issued 236,772 shares of common stock in
connection  with  the  payment  of  legal  fees  is  connection  with  the  Bank
Settlement.

         On April 24, 2006 the Company  issued 400,000 shares of common stock to
settle the incurred legal fees.

         On April 24, 2006 the Company  issued  93,750 shares of common stock as
consideration  Glas Aire  Industries  Group  Ltd.  for legal and other  services
rendered for the Company.

                                       7
<PAGE>

              Notes to Consolidated Condensed Financial Statements
                               September 30, 2006
                                   (Unaudited)


         As of  September  30,  2006,  the Company had to decrease the number of
common shares by 583 to balance back to the number of stock  dividend  issued in
2000.

         As of  September  30,  2006,  the  Company  had  110,000  options and 0
warrants  outstanding as well as 141,862 shares of treasury  stock.  The options
and warrants  were  excluded  from the  calculation  of earning per share due to
their antidilutive effect.


3. STOCK BASED COMPENSATION

        Stock options granted to  non-employees  are accounted for in accordance
with the fair value method  prescribed  in SFAS No. 123 using the  Black-Scholes
option-pricing  model.  There were no stock options granted to  non-employees or
any other personduring the period covered by these financial statements.

        The Company applies Accounting  Principles Board ("APB") Opinion No. 25,
"Accounting  for Stock  issued to  Employees,"  and related  interpretations  in
accounting for stock option plans.  Under APB Opinion No. 25,  compensation cost
is  recognized  for stock  options  granted at prices  below market price of the
underlying  common  stock on date of grant.  Stock  options  granted in tranches
(graded  vesting)  are  amortized  over the  respective  vesting  period of each
tranche.

        The Company does not plan to adopt the fair value  method of  accounting
for  stock-based  compensation  to employees.  Consequently,  related  pro-forma
information  as  required  under  SFAS  No.  123 has  been  disclosed  below  in
accordance with SFAS No. 148. To provide the required pro-forma information, the
Company estimates the fair value of each warrant and option granted at the grant
date using the Black-Scholes option-pricing model.


4. STOCK OPTIONS

Incentive and Non-Qualified Plans

         During  the  year  ended  January  31,  1997,  the  Company's  Board of
Directors  approved an  Incentive  Stock Option Plan and a  Non-Qualified  Stock
Option Plan.  Each plan provides for granting  options to purchase not more than
160,000 shares of the Company's common stock. The Incentive Stock Option Plan is
to be available to management  and employees of the Company.  The  Non-Qualified
Stock  Option  Plan is to be  available  to certain key  employees,  independent
contractors,  technical advisors and directors of the Company.  Vesting for both
plans will be determined at the date of grant.  Upon granting,  the options will
have a five year life.

                                       8
<PAGE>

                         Glas Aire Industries Group Ltd.
              Notes to Consolidated Condensed Financial Statements
                               September 30, 2006
                                   (Unaudited)


4.   STOCK OPTIONS (CONTINUED)

         At September 30, 2006 no options had been granted under either plan.

DIRECTOR COMPENSATION

         In previous  periods the Company had granted  options to  directors  in
accordance   with  the   director's   compensation   program   approved  by  the
stockholders. A summary of the status of the Company's stock options outstanding
as of September 30, 2006 is as follows:


         Number of Exercise
                                                          Options        Price
                                                          ----------------------

Granted - November 4, 2001; Expiring - November 3, 2006    60,000      $   1.00
Granted - April 1, 2003; Expiring - March 31, 2008         50,000      $   0.75
                                                          ----------------------
                                                          110,000

         All 110,000 options are vested as of September 30, 2006.

         SFAS No. 123  requires  the  Company to provide  pro-forma  information
regarding net loss as if the  compensation  costs for the Company's stock option
grants  had been  determined  in  accordance  with the fair value  based  method
prescribed in SFAS No. 123. To provide the required pro-forma  information,  the
Company  estimates  the fair value of each stock option  granted to directors at
the grant date using the Black-Scholes  option-pricing  model. The fair value of
stock options granted on November 4, 2001 to directors was $0.53 per option. The
fair value of stock options  granted on April 1, 2003 to the directors was $0.07
per option.  The options were excluded from the calculation of earning per share
due to their antidilutive effect.


5. GOING CONCERN

         The accompanying  financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company  generated net losses
of  $2,658,342  during the period from  September 29, 1992  (inception)  through
September  30,  2006.  Also,  on March  24,  2004  the  Company's  wholly  owned
subsidiary  running the Canadian  Operation  filed  bankruptcy  with the Supreme
Court  of  British  Columbia.  On July 31,  2004  Glas-Aire  Industries,  Inc.'s
warehouse

                                       9
<PAGE>


                         Glas Aire Industries Group Ltd.
              Notes to Consolidated Condensed Financial Statements
                               September 30, 2006
                                   (Unaudited)

5. GOING CONCERN (continued)

operation  was  closed.  These  conditions  raise  substantial  doubt  about the
Company's ability to continue as a going concern. The Company's  continuation as
a going concern is dependent on its ability to meet its  obligations,  to obtain
additional financing as may be required and ultimately to attain  profitability.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.

         Management  plans to raise  additional  funds  through  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.

6. SUBSEQUENT EVENT

         On  October  11,  2006,  Environmental  Service  Professionals,   Inc.,
formerly known as Glas-Aire  Industries  Group Ltd. (the  "Company") and Pacific
Environmental  Sampling,  Inc.  dba  Environmental  Sampling  Professionals,   a
California  corporation  ("ESP"),  completed  the  closing  of a stock  purchase
agreement  (the "SPA") to effect a reverse  merger  between the  companies  (the
"Reorganization") under which the Company issued 14,625,000 shares of its common
stock to ESP in consideration  for 14,625,000  shares of ESP's common stock. ESP
is  distributing  up to 14,625,000  shares of the Company's  common stock to its
existing  shareholders in consideration  for the redemption of 14,625,000 shares
of the  outstanding  voting stock of ESP. As a result of the  closing,  ESP is a
wholly  owned  subsidiary  of the  Company and the  shareholders  of ESP are the
controlling shareholders of the Company.


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

CHANGES IN RESULTS OF OPERATIONS: THREE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED
TO THREE MONTHS ENDED SEPTEMBER 30, 2005

         General and  administrative  expenses decreased by 99.786% from $53,025
for the three months  ended  September  30,  2005,  to $128 for the three months
ended  September 30, 2006.  This decrease was primarily due to (i) a decrease of
$48,800 in  management  fees for two officers due to the  cancellation  of their
contracts  effective  April 1, 2006,  (ii) a  decrease  of $ 4,097 in legal fees
related to the loan guarantee from  Glas-Aire  Industries  Group Ltd to HSBC and
other services.

         Other Income  increased by $6,243 for the three months ended  September
30, 2006 which was the result of (i) a reversal of $2,500 accrued Director's fee
made in 2001, (ii) a reversal of $2,411 in operating  expenses and (ii) a refund
of $1,332 in legal fees related to Dragon Capital settlement.

         Interest  expense  decrease  resulted  from the  settlement of the loan
guarantee with HSBC.

                                       10
<PAGE>

NINE MONTHS ENDED SEPTEMBER 30, 2006 VS NINE MONTHS ENDED SEPTEMBER 30, 2005

         General and  administrative  expenses decreased by 65.14% from $177,573
for the nine months  ended  September  30, 2005,  to$61,902  for the nine months
ended  September 30, 2006.  This decrease was primarily due to (i) a decrease of
$15,035 in legal fees related to the loan guarantee  from  Glas-Aire  Industries
Group Ltd to HSBC and other  services,  (ii) a decrease  in  Management  fees of
$97,600 for two officers due to the  cancellation of their  contracts  effective
April 1, 2006, (iii) a decrease of $3,047 $3,036 in other operating expenses.

         Other Income  increased by $56,243for  the nine months ended  September
30,  2006  was the  result  of (i) a  reversal  of  $50,000  accrued  audit  and
accounting  fees  made in 2003 for the  anticipated  settlement  of  outstanding
amounts,  (ii) a reversal of $2,500 accrued Director's fee made in 2001, (iii) a
reversal of $2,400  $2,411 in operating  expenses and (iv) a refund of $1,332 in
legal fees related to Dragon Capital settlement.

         Interest  expense decrease was the result of the settlement of the loan
guarantee to HSBC.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

ACCOUNTING ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

         The  Company's  financial  assets and  liabilities  consist of cash and
equivalents,  accrued  liabilities.  Unless  otherwise noted, it is management's
opinion  that the Company is not exposed to  significant  interest,  currency or
credit risks arising from these financial  instruments.  The fair value of these
financial  instruments,  approximate  the carrying  values due to the short-term
nature of these instruments.

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.

                                       11
<PAGE>

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.

NEW ACCOUNTING PRONOUNCEMENTS

         In April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
Statements No. 4, 44 and 64, Amendment of FASB No. 13 and Technical  Corrections
("SFAS No. 145"). Among other things,  SFAS No. 145 requires any gain or loss on
early extinguishments of debt to be included in income from continuing operation
instead of being  classified as an  extraordinary  item. SFAS No. 145 will be in
effect for fiscal  years  beginning  after May 15,  2002.  The  Company  did not
extinguish any debt during the year. Accordingly,  adoption of the new standards
did not have any effect on the Company's financial statements.

         Statement of Financial  Accounting  Standards No. 146,  "Accounting for
Costs  Associated  with Exit or Disposal  Activities"  provides  guidance on the
recognition  and  measurement of liabilities  for costs  associated with exit or
disposal  activities.  The provisions of this Statement are effective to exit or
disposal activities that are initiated after December 31, 2002.

         In November 2002, the FASB issued FASB  interpretation  ("FIN") No. 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others",  which addresses the accounting
for and  disclosure  of  guarantees.  FIN 45 requires a guarantor to recognize a
liability for the fair value of a guarantee at inception. The recognition of the
liability is required  even if it is not probable that payments will be required
under the  guarantee.  The  disclosure  requirement is effective for interim and
annual  financial   statement  ending  after  December  15,  2002.  The  initial
recognition and measurement  provisions are effective for all guarantees  within
the scope of FIN 45 issued or modified after December 31, 2002.

         FIN 46,  "Consolidation of Variable Interest  Entities",  clarifies the
application  of Accounting  Research  Bulletin No. 51,  "Consolidated  Financial
Statements",  to certain  entities  in which  equity  investors  do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial  support  from  other  parties.  FIN  46  is  applicable
immediately for variable  interest  entities created after January 31, 2003. For
variable  interest entities created prior to January 31, 2003, the provisions of
FIN 46 are applicable no later than July 1, 2003.

         On May 15, 2003,  the Financial  Accounting  Standards  Board  ("FASB")
issued Statement of Financial  Accounting Standard ("SFAS") No. 150, "Accounting
for Certain Financial  Instruments with  Characteristics of both Liabilities and
Equity".  SFAS No. 150 changes the accounting for certain financial  instruments
that,  under  previous  guidance,  could be classified as equity or  "mezzanine"
equity,  by now requiring those  instruments to be classified as liabilities (or
assets in some  circumstances)  on the  balance  sheet.  Further,  SFAS No.  150
requires  disclosure  regarding the terms of those  instruments  and  settlement
alternatives.  SFAS No. 150 affects an entity's  classification of the following
freestanding  instruments:  a) Mandatory  redeemable  instruments,  b) Financial
instruments  to repurchase an entity's own equity  instruments  and c) Financial
instruments embodying obligations that the issuer must or could choose to settle
by issuing a variable  number of its shares or other  equity  instruments  based
solely on (i) a fixed monetary amount known at inception or (ii) something other

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<PAGE>

than  changes  in its own  equity  instruments.  SFAS No.  150 does not apply to
features  embedded in a financial  instrument  that is not a  derivative  in its
entirety.  The guidance in SFAS No. 150 is generally effective for all financial
instruments  entered  into or  modified  after May 31,  2003,  and is  otherwise
effective at the beginning of the first interim period  beginning after June 15,
2003.

         The  implementation of this new standard did not have a material effect
on our consolidated financial statements.

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,  2006.  Based on this  evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that, as
of September 30, 2006, 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

         We are involved in certain legal  proceedings,  claims and  litigation,
including those described below.  Further,  we may become involved in other such
proceedings in the future.  The results of legal proceedings cannot be predicted
with certainty. Except as otherwise indicated below, management does not believe
that we have potential  liability  related to any current legal  proceedings and
claims that would have a material  adverse  effect on our  financial  condition,
liquidity or results of operations.

         DRAGON CAPITAL

         On August 8, 2003,  Dragon Capital,  LLC ("Dragon")  filed suit against
the Company in Denver District Court (Case No. 03CV6198). Dragon alleges that we
have  refused to pay a success fee in the amount of $59,000 in  connection  with
the  Company's  merger with Wonder Tool,  Inc. The  Claimant  alleges  breach of
contract, promissory estoppel and unjust enrichment against us. On September 25,
2003, we filed our answer to the Complaint.  Management  believed this claim was
entirely without merit. Nevertheless,  on August 8, 2006, this claim was settled
by issuance of 150,000 common shares and payment of $2,000 in cash.

ITEMS 2, 3 AND 4 ARE NOT APPLICABLE.

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<PAGE>

ITEM 5. OTHER INFORMATION

         None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)       Exhibits:

         31.1     Section 302 Certification

         32.1     Section 906 Certification

b)       Reports Filed on Form 8-K.

         A Report  on 8K filed on  August  22,  2006  disclosed  the  change  in
Registrant's Certifying Accountant:

         (a)  Dismissal of Previous Independent Accountants.

                  Effective  April  14,  2006,  Glas-Aire  Industries  Group Ltd
                  ("Company")   dismissed  Dale  Matheson   Carr-Hilton  LaBonte
                  Chartered Accounts as its independent public accountants.  The
                  Company's sole director approved this decision to dismiss Dale
                  Matheson Carr-Hilton La Bonte.

         (b) Engagement of New Independent Accountants.

                  On August 8,  2006 the  Company  engaged  Chang G.  Park,  CPA
                  Chartered Accounts as its new independent accountants.

         A Form 8-K for Environmental  Service  Professionals,  Inc., disclosing
the changes in Directors  and/or  Principal  Officers,  was filed on October 16,
2006.

         (a) Departure of Directors or Principal Officers.

                  The  Company has  altered  its Board of  Directors  due to its
         reorganization   with   Pacific   Environmental   Sampling,   Inc.  dba
         Environmental Sampling Professionals, a California corporation ("ESP").
         Effective October 11, 2006, Craig Grossman stepped down as the Chairman
         of the Company's  Board of Directors and a new Chairman,  Edward Torres
         was appointed.

         (b) Election of Director

                  The Company  appointed  three new  directors to the  Company's
         Board of Directors.

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<PAGE>

         (c) Appointment of Principal Officers.

                  Due  to the  Company's  reorganization  with  ESP,  Mr.  Craig
         Grossman has stepped down as the Company's Chief Executive  Officer and
         President,  effective  October 11, 2006.  Mr.  Edward  Torres,  the new
         Chairman of the Company,  has been  appointed to serve as the Company's
         new Chief Executive Officer and President, effective October 11, 2006.

                  Due to the Company's  reorganization  with ESP, Ms. Linda Kwan
         has stepped down as the Company's Chief Financial Officer and Corporate
         Secretary,  effective  October 11, 2006,  and Mr. Michael Fell has been
         appointed to serve as the Company's new Chief  Financial  Officer,  and
         Mr. Lyle Watkins, a new director of the Company,  has been appointed to
         serve as the Company's new Corporate  Secretary,  effective October 11,
         2006.

         CHANGE IN SHELL COMPANY STATUS

                On October 11, 2006, Environmental Service Professionals,  Inc.,
         formerly known as Glas-Aire Industries Group Ltd. (the "Company"),  and
         Pacific  Environmental   Sampling,   Inc.  dba  Environmental  Sampling
         Professionals,  a California corporation ("ESP"), completed the closing
         of a stock  purchase  agreement  (the "SPA") to effect a reverse merger
         between the companies  (the  "Reorganization")  under which the Company
         issued  14,625,000  shares of its common stock to ESP in  consideration
         for 14,625,000  shares of ESP's common stock. ESP is distributing up to
         14,625,000  shares  of the  Company's  common  stock  to  its  existing
         shareholders in consideration  for the redemption of 14,625,000  shares
         of the outstanding voting stock of ESP. As a result of the closing, ESP
         is a wholly owned subsidiary of the Company and the shareholders of ESP
         are the controlling shareholders of the Company.





                                       15
<PAGE>





                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 3, 2006

                                  Environmental Service Professionals, Inc.

                                  \s\ Edward Torres
                                  ------------------------------------------
                                  Edward Torres
                                  President and Chief Executive Officer

                                  \s\ Michael Fell
                                  ------------------------------------------
                                  Michael Fell
                                  Chief Financial 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 Torres                                Dated: November 3, 2006
     ----------------------------------------
      Edward Torres, Chairman of the Board,
      Chief Executive Officer and President,


By:  \s\ Michael Fell                                 Dated: November 3, 2006
    -----------------------------------------
      Michael Fell, Chief Financial Officer



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