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: March 31, 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 May 15,  2007 the number of
shares   outstanding  of  the  registrant's  only  class  of  common  stock  was
14,743,624.

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 Sheet at March 31, 2007 (unaudited).........................................................1

         Statements of Operations for the Three Months Ended March 31, 2007
         and March 31, 2006 (unaudited)......................................................................2

         Statement of Cash Flows for the Three Months Ended March 31, 2007
         and March 31, 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
                                             Consolidated Balance Sheets

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

                                                       ASSETS
                                                                           (UNAUDITED)
                                                                              AS OF                    AS OF
                                                                            MARCH 31,              DECEMBER 31,
                                                                               2007                    2006
                                                                        -----------------        -----------------
<S>                                                                      <C>                     <C>

      CURRENT ASSETS
       Cash & cash equivalents                                           $         20,866        $         302,943
       Accounts receivable                                                        485,415                  258,989
       receivable - other                                                           1,228                        -
       Prepaid expense                                                            389,081                  412,496
                                                                         -----------------       ------------------

      TOTAL CURRENT ASSETS                                                        896,590                  974,428

      NET PROPERTY & EQUIPMENT                                                     84,819                   38,820

      OTHER ASSETS
       Deposits                                                                    72,026                   72,026
       Net trademarks                                                                 563                      563
       Other asset                                                                350,000                        -
       Goodwill                                                                10,390,276                9,340,570
       Investments in business areas                                               15,779                   15,779
                                                                         -----------------       ------------------

      TOTAL OTHER ASSETS                                                       10,828,644                9,428,938
                                                                         -----------------       ------------------

            TOTAL ASSETS                                                 $     11,810,053        $      10,442,186
                                                                         =================       ==================

                                    LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES
       Accounts payable and accrued liabilities                          $      1,155,933        $         427,298
       Line of credit                                                             101,334                  101,962
       Accrued liabilities                                                         81,822                        -
       Income taxes payable                                                        35,500                   35,500
       Sales tax payable                                                              611                        -
       Loans payable                                                              303,000                  238,000
                                                                        -----------------       ------------------

      TOTAL CURRENT LIABILITIES                                                 1,678,200                  802,760

      LONG-TERM LIABILITIES
       Unsecured 10% Loan payable                                               1,162,076                  859,831
                                                                        -----------------       ------------------

      TOTAL LONG-TERM LIABILITIES                                               1,162,076                  859,831
                                                                        -----------------       ------------------

            TOTAL LIABILITIES                                                   2,840,276                1,662,591

      STOCKHOLDERS' EQUITY (DEFICIT)

       Common stock, (par value $.001 per share, 100,000,000 shares
         authorized: 14,715,901 shares and 13,935,869 shares issued and
         outstanding as of March 31, 2007 and December 31, 2006 respectively)      14,717                   13,935
       Paid-in capital                                                         12,299,918               11,323,073
       Shares to be issued                                                        357,500                        -
       Retained earnings (deficit)                                             (3,702,358)              (2,557,413)
                                                                        -----------------       ------------------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      8,969,777                8,779,595

              TOTAL LIABILITIES &
                                                                        ------------------      -------------------
                         STOCKHOLDERS' EQUITY (DEFICIT)                  $     11,810,053        $      10,442,186
                                                                        ==================      ===================
</TABLE>

               See Notes to the Consolidated Financial Statements
                                      - 1 -
<PAGE>
<TABLE>
<CAPTION>
                                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                          Unaudited Consolidated Statement of Operations
---------------------------------------------------------------------------------------------------------------------------------

                                                                                      THREE MONTHS              THREE MONTHS
                                                                                         ENDED                      ENDED
                                                                                       MARCH 31,                  MARCH 31,
                                                                                          2007                      2006
                                                                                   -------------------       --------------------
<S>                                                                                <C>                       <C>

        REVENUES
         Income                                                                    $          245,717        $                 -
                                                                                   -------------------       --------------------

        NET REVENUE                                                                           245,717                          -

        COST OF GOODS SOLD
         Purchases                                                                             27,333                          -
                                                                                   -------------------       --------------------

        TOTAL COST OF GOODS SOLD                                                               27,333                          -
                                                                                   -------------------       --------------------

        GROSS PROFIT                                                                          218,384                          -

        OPERATING EXPENSES
         Depreciation                                                                           6,071                          -
         General and administrative                                                         1,344,671                     40,167
                                                                                   -------------------       --------------------

        TOTAL OPERATING EXPENSES                                                            1,350,742                     40,167
                                                                                   -------------------       --------------------

        INCOME (LOSS) FROM OPERATIONS                                                      (1,132,358)                   (40,167)

        OTHER INCOME (EXPENSES)
         Interest income                                                                            -                          1
         Interest expense                                                                     (18,600)                    (1,245)
         Other income                                                                           6,013                          -
                                                                                   -------------------       --------------------

        TOTAL OTHER INCOME (EXPENSES)                                                         (12,587)                    (1,244)
                                                                                   -------------------       --------------------

        NET INCOME (LOSS)                                                          $       (1,144,945)       $           (41,411)
                                                                                   ===================       ====================

         BASIC EARNING (LOSS) PER SHARE                                            $            (0.08)       $             (0.02)
                                                                                   -------------------       --------------------

        WEIGHTED AVERAGE NUMBER OF
          COMMON SHARES - BASIC AND DILUTED                                                14,010,502                  2,711,213
                                                                                   ===================       ====================
</TABLE>



               See Notes to the Consolidated Financial Statements

                                     - 2 -


<PAGE>
<TABLE>
<CAPTION>
                         ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                               Unaudited Consolidated Statement of Cash Flows
------------------------------------------------------------------------------------------------------------

                                                                          THREE MONTHS        THREE MONTHS
                                                                             ENDED               ENDED
                                                                           MARCH 31,           MARCH 31,
                                                                              2007                2006
                                                                         ---------------     ---------------
<S>                                                                      <C>                 <C>

      CASH FLOWS FROM OPERATING ACTIVITIES

      Net income (loss)                                                  $   (1,144,945)     $      (41,411)

      Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
       Depreciation                                                               6,071                   -
       Common stock issued for services                                         131,250                   -
       Finance fee                                                              122,745
       Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                             (186,901)                  -
        (Increase) decrease in other receivable                                      50                   -
        (Increase) decrease in prepaid expenses                                   2,087                   -
        (Increase) decrease in accounts payable and accrued expenses            388,867              39,740
        (Increase) decrease in sales tax payable                                     45                   -
                                                                        ---------------     ---------------

           NET CASH USED BY OPERATING ACTIVITIES                               (680,731)             (1,671)


      CASH FLOWS FROM INVESTING ACTIVITIES

           NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        -                   -

      CASH FLOWS FROM FINANCING ACTIVITIES

       Line of credit                                                              (628)                  -
       Proceeds from stock issuances                                             64,200                   -
       Increase in loan payable                                                  65,000                   -
       Proceeds from long-term liabilities                                      295,018                   -
                                                                        ---------------     ---------------

           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  423,590                   -
                                                                        ---------------     ---------------

          NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                   (257,141)             (1,671)

          CASH AT BEGINNING OF YEAR                                             302,943               1,832
          CASH AT FEBRUARY 15, 2007 OF SUBSIDIARY                               (24,936)                  -
                                                                        ---------------     ---------------

          CASH AT END OF YEAR                                            $       20,866      $          161
                                                                        ===============     ===============


      SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATION:

      Cash paid for Interest                                             $       18,600      $        1,245

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

      Income taxes paid                                                  $            -      $            -

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

      SUPPLEMENTAL DISCLOSURES OF NON FLOW
      ACTIVITIES:

       Common stock issued for services                                  $      131,250      $
       Common stock issued and to be issued for
        acquisition subsidiary                                                  550,000                   -
       Increase in accounts receivable from acquisition                         (40,525)                  -
       Increase in other receivable from acquisition                             (1,278)
       Increase in property & equipment from acquisition                        (53,670)                  -
       Increase in other assets from acquisition                               (350,000)                  -
       Increase in goodwill from stock issuance                              (1,160,603)                  -
       Increase in accounts payable and accrued
        liabilities from acquisition                                          1,021,747                   -
       Increase in sales tax payable from acquisition                               566                   -
       Increase in long-term liabilities from acquisition                         7,227                   -
</TABLE>


               See Notes to the Consolidated Financial Statements

                                     - 3 -

<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2007


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The  accompanying  March  31,  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 March 31,  2007 and for all  periods  presented  have been  made.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America have been condensed or omitted.  It is suggested
that these condensed  consolidated  financial  statements be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Company's  December  31, 2006 audited  consolidated  financial  statements.  The
results of  operations  for the three month  period ended March 31, 2007 are not
necessarily indicative of the operating results for the full years.


NOTE 2 - GOING CONCERN

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


NOTE 3 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

         The Company is in the process of converting all current franchises into
independent contractors under the Certified Environmental Home Inspection (CEHI)
program through ESP's AHI  subsidiary.  As of March 1, 2007, ESP has transferred
all current  and future  business  operations  of its wholly  owned  subsidiary,
Pacific  Environmental  Sampling,  Inc.  ("PES"),  to  its  other  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>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2007

         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 to
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 March 31, 2007 consist of the following:


                                                MARCH 31, 2007
                                                 ------------

Unsecured loan to a related party with
annual interest of 8%.                          $    303,000

Unsecured notes, with annual interest of
10%.                                            $  1,162,076
                                                 ------------

                                                $  1,465,076
                                                 ============



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>
                                                               March 31,                March 31,
                                                                  2007                    2006
                                                        ------------------------- ----------------------

<S>                                                     <C>                       <C>
NET INCOME (LOSS) FROM OPERATIONS                       $          (1,144,945)    $           (41,411)

     Basic income / (loss) per share
                                                        $               (0.08)    $             (0.02)
                                                        ========================= ======================

     Weighted average number of shares outstanding                 14,010,502               2,711,213
                                                        ========================= ======================
</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 became a wholly owned subsidiary of the Company.

                                      - 5 -
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2007

         The Cash Payment to Finigan will be made as follows:  (i) $250,000 paid
upon the Closing,  (ii) $100,000  paid 30 days after the Closing,  (iii) $50,000
paid 60 days after the  Closing,  (iv)  $50,000 paid 120 days after the Closing,
(v) $200,000  paid 180 days after the Closing,  and (vi)  $300,000 paid 275 days
after the Closing.

         The Stock  Payment  to Finigan  will be made as  follows:  (i)  250,000
shares of the Company's  common stock upon the Closing,  (ii) 100,000  shares of
the Company's common stock 30 days after the Closing, (iii) 50,000 shares of the
Company's  common  stock 60 days after the  Closing,  (iv) 50,000  shares of the
Company's  common  stock 120 days after the Closing,  (v) 200,000  shares of the
Company's  common stock 180 days after the Closing,  and, (vi) 350,000 shares of
the Company's common stock 275 days after the Closing.

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

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



                                      - 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  barriers  to raising  the  additional
                  capital or to obtaining the financing  needed to implement its
                  business plans;
         (e)      inadequate capital to continue business;
         (f)      changes in demand for the Company's products and services;
         (g)      rapid and significant changes in markets;
         (h)      litigation  with or legal  claims and  allegations  by outside
                  parties;
         (i)      insufficient revenues to cover operating costs.

         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 may issue.  The
Company  does not  undertake  any  obligation  to  review or  confirm  analysts'
expectations  or  estimates  or  to  release   publicly  any  revisions  to  any
forward-looking  statements to reflect events or circumstances after the date of
this Form 10-QSB or to reflect the occurrence of unanticipated events.

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

CRITICAL ACCOUNTING POLICIES

         The  discussion and analysis of the Company's  financial  condition and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements  requires the Company to make estimates and judgments that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent  assets and liabilities.  On an ongoing basis,
the Company  evaluates  its  estimates,  including  those  related to bad debts,
intangible assets, income taxes, and contingencies and litigation, among others.
The Company bases its estimates on  historical  experience  and on various other
assumptions  that it  believes to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions. The Company believes that the following critical accounting policies
affect its more  significant  judgments and estimates used in the preparation of
its consolidated financial statements: discontinued operations, use of estimates
and impairment of long-lived assets.  These accounting policies are discussed in
"ITEM 6  --MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATION"  contained in the  Company's  Annual Report on Form 10-KSB
for the fiscal  year ended  December  31,  2006,  as well as in the notes to the

                                      - 7 -
<PAGE>

December 31, 2006  consolidated  financial  statements.  There have not been any
significant  changes to these  accounting  policies  since they were  previously
reported at December 31, 2006.

REVENUE RECOGNITION

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

WARRANTY ACCRUAL

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

VALUATION OF LONG LIVED ASSETS

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

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

         REVENUE

         Total revenue for the three month period ended March 31, 2007 increased
by $245,717 to $245,717 from $0 in the prior year.  This increase in revenue was
a result of the reverse merger of PES into  Glas-Aire  Industries  Group,  Ltd.,
which then changed its name to Environmental Service Professionals, Inc. (ESP).

         GENERAL AND ADMINISTRATIVE EXPENSES

         General and administrative  expenses  increased by $1,304,504,  up from
$40,167  during the three month period ended March 31, 2006, to  $1,344,671  for
the three  month  period  ended  March 31,  2007.  This  increase in general and
administrative  expenses  was the  result of  increased  staffing  of office and
clerical  personnel  from  the  prior  period  and  increased  professional  and
consulting fees from the prior period, which were partially offset by reductions
in other categories.

         NET LOSS

         Net loss  increased by  $1,103,534,  to $1,144,945  for the three month
period ended March 31, 2007,  compared to the three month period ended March 31,
2006 during  which the net loss was $41,411.  This  increase in net loss was the
result of an increase  in general  and  administrative  expenses  and  marketing
costs, as well as significant  costs incurred for the reverse merger of PES into
ESP (formerly  Glas-Aire  Industries  Group,  Ltd.).  Currently  operating costs
exceed revenue because sales are not yet sufficient. We cannot assure when or if
revenue will exceed operating costs.

LIQUIDITY AND CAPITAL RESOURCES

         The Company had net cash of $ 20,866 at March 31, 2007,  as compared to
$302,943 at December 31, 2006.

         During the three months ended March 31, 2007, the Company used $679,131
of cash for operating activities,  as compared to $1,671 during the three months
ended March 31, 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.  A portion of the funds were used to
create a standard  national software system and create a national call center to
support the estimated 1,000 Certified Environmental Home Inspectors (CEHI).

         Cash used in investing  activities  during the three months ended March
31, 2007 was $0 compared to $0 during the three months ended March 31, 2006.

                                      - 8 -
<PAGE>

         Cash  provided by  financing  activities  relating  to the  issuance of
promissory  notes and shares of common stock during the three months ended March
31, 2007 was  $423,590,  as compared to $ 0 during the three  months ended March
31, 2006.  Since January 1, 2006, our capital needs have primarily been met from
the proceeds of private placements 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 March 31, 2007.  Based on this evaluation,  the Company's
Chief Executive  Officer and Chief Financial Officer concluded that, as of March
31, 2007, the Company's  disclosure controls and procedures were (1) designed to
ensure that  material  information  relating to the Company is made known to the
Company's Chief Executive  Officer and Chief Financial  Officer by others within
the  Company,  particularly  during the  period in which  this  report was being
prepared and (2)  effective,  in that they  provide  reasonable  assurance  that
information required to be disclosed by the Company in the reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported within the time periods specified in the SEC's rules and forms.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

         On April 17, 2006,  PES received a Notice of Claim from the  California
Department of Labor Relations  alleging that Ms. Jameson (John Cooley's  sister)
was owed  overtime,  meal and rest break  compensation  during the period of May
2002 through February 2006. Ms. Jameson's  employment was terminated in February
2006. The California  Division of Labor  Standards  Enforcement  Hearing Officer
ruled in favor of Ms.  Jameson.  PES filed a timely  appeal of the decision with
the  Superior  Court  of  California.  On  February  14,  2007 a trial  was held
concerning  this  matter.  At this time the Judge has ruled on his  findings  in
favor or Ms.  Jameson in the amount of  $100,000.  PES has  submitted  an appeal
under the direction of its legal counsel  asserting that the ruling was based on
evidence  that was not  submitted at the trial.  PES believes  that the claim is
unfounded and that PES will prevail.

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

         On December 6, 2006,  John  Cooley,  a former  director of PES from May
2007 until  July 2002 and  minority  PES  shareholder,  filed a civil  complaint
against  Pacific   Environmental   Sampling,   Inc.  and  Environmental  Service
Professionals,  Inc. The complaint  alleged claims for breach of fiduciary duty,
fraud,   declaratory   relief,   injunctive  relief,   constructive  trust,  and
appointment of a receiver.

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

                                      - 9 -
<PAGE>

correct the numerous  defects and lack of  specificity.  ESP has agreed to allow
the filing of a second 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.

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

         Not Applicable

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

         EXHIBIT  DESCRIPTION
         -------  -----------
         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. (4)
         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     Asset  Purchase  Agreement  with NPS, Inc.  dated December 12,
                  2006 (5)
         10.5     Consulting Agreement with Craig Grossman (5)
         14.1     Code of Conduct (5)
         31.1     Section 302 Certification of Chief Executive Officer (6)
         31.2     Section 302 Certification of Chief Financial Officer (6)
         32.1     Section 906 Certification of Chief Executive Officer (6)
         32.2     Section 906 Certification of Chief Financial Officer(6)
----------------

     (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 10KSB annual report
          filed with the Securities and Exchange Commission on April 17, 2007.

     (6)  Attached hereto as an exhibit.


                                     - 10 -
<PAGE>


(b)      The  following  is a list of  Current  Reports on Form 8-K filed by ESP
         during and  subsequent  to the last  quarter  of the fiscal  year ended
         December 31, 2006.

         (1)      Form 8-K, dated October 12, 2006 filed with the SEC reflecting
                  the reverse merger  between  Pacific  Environmental  Sampling,
                  Inc. and Glas-Aire Industries Group, Ltd.

         (2)      Form  8-K,   dated  December  31,  2006  filed  with  the  SEC
                  reflecting  the  redemption,  lock-up  and  vesting  agreement
                  applicable to management.

         (3)      Form  8-K,  dated  February  20,  2007,  filed  with  the  SEC
                  reflecting  the  Stock  Purchase  Agreement  between  ESP  and
                  Allstate Home  Inspection & Household  Environmental  Testing,
                  Ltd.

         (4)      Form 8-K, dated March 30, 2007,  filed with the SEC reflecting
                  to  appointment  of  Francis  X.  Finigan as a member of ESP's
                  Board of Directors.

         (5)      Form 8-K,  dated April 4, 2007,  filed with the SEC reflecting
                  to  appointment  of Leroy  Moyer as a member of ESP's Board of
                  Directors and a member of ESP's Audit Committee.





















                                     - 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: May 23, 2007             ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


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


                                By:  \s\ Edward Torres
                                -----------------------------------------------
                                Edward 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 Torres                                      Dated: May 23, 2007
      -----------------------------------------------
         Edward Torres, Chairman of the Board


By:  \s\ Joseph T. Leone                                    Dated: May 23, 2007
      -----------------------------------------------
         Joseph T. Leone, Director


By:  \s\ Lyle Watkins                                       Dated: May 23, 2007
    -------------------------------------------------
         Lyle Watkins, Director


By:  \s\ Hugh Dallas                                        Dated: May 23, 2007
    -------------------------------------------------
         Hugh Dallas, Director


By:  \s\ Francis ("Rich") Finigan                           Dated: May 23, 2007
    -------------------------------------------------
         Francis ("Rich") Finigan, Director


By:  \s\ Leroy Moyer                                        Dated: May 23, 2007
    -------------------------------------------------
         Leroy Moyer, Director




                                     - 12 -