FORM 10-KSB/A
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
[ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the fiscal year ended December 31, 2007.

                                       OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 for the transition period from _______ to _______.

                         COMMISSION FILE NUMBER 1-14244

                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

             NEVADA                                    84-1214736
       -------------------                  -------------------------------
    (State 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)

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

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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 [ ]

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B contained in this form and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference in Part III of this Form  10-KSB/A or any
amendment to this Form 10-KSB/A. [ X ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ].

State issuer's revenues for the most recent fiscal year: $ 581,803

The aggregate market value of common stock of the Company,  par value $0.001 per
share ("Common Stock"), held by non-affiliates of the registrant as of March 31,
2008, was $1,881,417. The Company's Common Stock is currently traded on the Over
the Counter Bulletin Board.

There were 18,655,697  shares of Common Stock issued and outstanding as of March
31, 2008.  Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ].



<PAGE>



     CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE
                    SECURITIES LITIGATION REFORM ACT OF 1995

THIS ANNUAL REPORT ON FORM 10KSB/A AND THE INFORMATION INCORPORATED BY REFERENCE
MAY INCLUDE  "FORWARD-LOOKING  STATEMENTS"  WITHIN THE MEANING OF SECTION 27A OF
THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT. THE COMPANY  INTENDS THE
FORWARD-LOOKING  STATEMENTS  TO BE COVERED  BY THE SAFE  HARBOR  PROVISIONS  FOR
FORWARD-LOOKING  STATEMENTS.  ALL  STATEMENTS  REGARDING THE COMPANY'S  EXPECTED
FINANCIAL POSITION AND OPERATING RESULTS,  ITS BUSINESS STRATEGY,  ITS FINANCING
PLANS AND THE OUTCOME OF ANY CONTINGENCIES ARE FORWARD-LOOKING  STATEMENTS.  THE
FORWARD-LOOKING  STATEMENTS ARE BASED ON CURRENT ESTIMATES AND PROJECTIONS ABOUT
OUR  INDUSTRY  AND  OUR  BUSINESS.  WORDS  SUCH  AS  "ANTICIPATES,"   "EXPECTS,"
"INTENDS," "PLANS," "BELIEVES," "SEEKS,"  "ESTIMATES,"  VARIATIONS OF SUCH WORDS
AND  SIMILAR   EXPRESSIONS   ARE  INTENDED  TO  IDENTIFY  SUCH   FORWARD-LOOKING
STATEMENTS.   THE   FORWARD-LOOKING   STATEMENTS   ARE   SUBJECT  TO  RISKS  AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
SET FORTH OR IMPLIED BY ANY FORWARD LOOKING  STATEMENTS.  THE COMPANY ASSUMES NO
OBLIGATION TO UPDATE PUBLICLY THE FORWARD-LOOKING  STATEMENTS  CONTAINED HEREIN,
WHETHER AS A RESULT OF NEW  INFORMATION,  FUTURE EVENTS OR OTHERWISE,  EXCEPT AS
MAY BE REQUIRED BY LAW.


<PAGE>
<TABLE>
<CAPTION>

                                                TABLE OF CONTENTS

                                                     10KSB/A
<S>     <C>           <C>                                                                                   <C>
PART I......................................................................................................   1

        ITEM 1.       DESCRIPTION OF BUSINESS...............................................................   1
        ITEM 2.       DESCRIPTION OF PROPERTY............................................................... N/A
        ITEM 3.       LEGAL PROCEEDINGS..................................................................... N/A
        ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................... N/A

PART II.....................................................................................................   1

        ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................. N/A
        ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............................   1
        ITEM 7.       FINANCIAL STATEMENTS..................................................................   3
        ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..   8
        ITEM 8A.      CONTROLS AND PROCEDURES............................................................... N/A
        ITEM 8A(T).   CONTROLS AND PROCEDURES............................................................... N/A
        ITEM 8B.      OTHER INFORMATION..................................................................... N/A

PART III.................................................................................................... N/A

        ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH
                      SECTION 16(A) OF EXCHANGE ACT......................................................... N/A
        ITEM 10.      EXECUTIVE COMPENSATION................................................................ N/A
        ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                      STOCKHOLDER MATTERS................................................................... N/A
        ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE............. N/A
        ITEM 13.      EXHIBITS..............................................................................   8
        ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES................................................ N/A

SIGNATURES..................................................................................................   9

</TABLE>


<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

RISKS RELATED TO ESP'S BUSINESS

         LIMITED  OPERATING  HISTORY - GOING CONCERN.  The Company was formed in
2006 with the  acquisition of inspection  companies and has a limited  operating
history.  The Company cannot assure at this time that it will operate profitably
or that it will have adequate  working  capital to meet its  obligations as they
become due. The Company  believes  that its success will depend in large part on
the various industry  stakeholders and the public's  acceptance of the Company's
standardized training, certification,  inspection and results reporting analysis
program which form the foundation of a suite of services that together comprise:
"The  Industry's  Best in Class  Inspection".  The brand name of this Program is
ESP's  Certified  Environmental  Home Inspector  ("CEHI") and is operating under
ESP's Environmental  Safeguard  Professionals  Business Unit. This Business Unit
will also provide the annual subscription-based moisture maintenance programs to
both residential and commercial  clients.  The Company intends to invest heavily
in establishing, marketing and advertising its service. As a result, the Company
expects to incur operating losses in the near term.  Furthermore,  the Company's
independent  auditors have issued a going concern in their audit report  because
the Company does not currently have sufficient capital or revenue to sustain its
business.


                                     PART II


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GOING CONCERN

         ESP has incurred  significant  losses from operations,  and such losses
are expected to continue.  ESP's  auditors  have  included a "Going  Concern" in
their report for the year ended December 31, 2007. In addition,  ESP has limited
working capital.  The foregoing raises  substantial doubt about ESP's ability to
continue as a going  concern.  Management's  plans  include  seeking  additional
capital and/or debt  financing.  There is no guarantee that  additional  capital
and/or debt financing will be available when and to the extent required, or that
if available, it will be on terms acceptable to ESP. The financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.  The "Going  Concern" may make it  substantially  more difficult to
raise capital.

LIQUIDITY AND CAPITAL RESOURCES

         ESP had net cash of $0 at December 31, 2007, as compared to $302,943 at
December 31, 2006.

         During the year ended  December 31, 2007,  ESP used  $5,051,667 of cash
for operating activities, as compared to $579,944 during the year ended December
31, 2006. The increase in the use of cash for operating  activities was a result
of  goodwill,   finance   fees,   accounts   payable,   and  other  general  and
administrative expenses.

         Cash  provided by  financing  activities  relating  to the  issuance of
shares of common stock during the year ended December 31, 2007 was 2,702,308, as
compared to $836,796  during the year ended December 31, 2006.  Since January 1,
2007,  ESP's capital needs have  primarily been met from the proceeds of private
placements, loans and, to a lesser extent, sales.

                                      -1-
<PAGE>

         The  Company's  zero cash balance at December  31,  2007,  would not be
adequate to fund the  Company's  operations  for more than a short period if the
Company were to continue to use cash in operating activities at the same rate as
in prior months.  The Company will need to rely upon continued  borrowing and/or
sales of additional  equity  instruments  to support its continued  growth.  The
Company's  management  believes  it  will  be able  to  obtain  sufficient  cash
resources and working  capital to meet the Company's  present cash  requirements
through debt and/or  equity-based fund raising.  Following the fiscal year ended
December 31, 2007, the Company has been successful in closing  additional  funds
as described  under the  Convertible  Notes and through the sale of unregistered
common stock (see "ITEM 7,  Financial  Statements,  Events  Subsequent to Fiscal
Year Ended December 31, 2007" below). The Company contemplates  additional sales
of debt  instruments  and  unregistered  common stock  during the current  year,
although  whether it will be successful in doing so, and the additional  amounts
it will receive as a result, cannot be assumed or predicted.




















                                      -2-
<PAGE>
<TABLE>
<CAPTION>



ITEM 7.  FINANCIAL STATEMENTS


                                     ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

                                         CONSOLIDATED FINANCIAL STATEMENTS

                                   FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

                                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




                                                      CONTENTS


<S>                                                                                                           <C>
                                                                                                               PAGE


Reports of Independent Registered Public Accounting Firms ..................................................      4

Consolidated Balance Sheets as of December 31, 2006 and December 31, 2007...................................    N/A

Consolidated Statement of Operations for the years ended December 31, 2007 and 2006.........................    N/A

Consolidated Statement of Stockholder Equity (Deficit) for the years ended December 31, 2007 and 2006.......      6

Consolidated Statement of Cash Flows for the years ended December 31, 2007 and 2006.........................      7

Notes to Financial Statements ..............................................................................    N/A

</TABLE>






















                                      -3-
<PAGE>

                             STAN J.H. LEE, CPA, CMA
                       794 BROADWAY, CHULA VISTA CA 91910
                     DIRECT: 619.623.7799, FAX: 619-564-3408
                            E-MAIL: STAN2U@GMAIL.COM


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                   TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

We have audited the  accompanying  consolidated  balance sheet of  Environmental
Service  Professionals,  Inc. and  subsidiaries  as of December 31, 2007 and the
related consolidated  statements of operations,  changes in shareholders' equity
and cash flows for the year  ended at  December  31,  2007.  These  consolidated
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Environmental  Service  Professionals,  Inc. and subsidiaries as of December 31,
2007,  and the results of its  operations  and its cash flows for the year ended
December  31,  2007  in  conformity  with  U.S.  generally  accepted  accounting
principles.

The  consolidated  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 15 to the
consolidated  financial  statements,  the Company's losses from operations raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Stan J.H. Lee, CPA, CMA
---------------------------
Stan J.H. Lee, CPA, CMA

May 8, 2008
Chula Vista, CA 91910

          Registered with the Public Company Accounting Oversight Board


                                       -4-
<PAGE>


                           CHANG G. PARK, CPA, PH. D.
              * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615O
                 * TELEPHONE (858)722-5953 * FAX (858) 408-2695
                         * E-MAIL CHANGGPARK@GMAIL.COM *

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Environmental Service Professionals, Inc.
(Formerly Glas-Aire Industries Group Ltd.)


We have audited the  accompanying  consolidated  balance sheets of Environmental
Service  Professionals,  Inc.  (Formerly  Glas-Aire  Industries  Group Ltd., the
"Company")  as of  December  31,  2006  and 2005  and the  related  consolidated
statements of operations, changes in shareholders' equity and cash flows for the
years then ended. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Glas-Aire Industries
Group Ltd. as of December 31, 2006 and 2005,  and the results of its  operations
and its cash flows for the years then ended in  conformity  with U.S.  generally
accepted accounting principles.

The  consolidated  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 15 to the
consolidated  financial  statements,  the Company's losses from operations raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/Chang G. Park, CPA
---------------------
Chang G. Park, CPA

February  23,  2007
(Except for Notes 12 & 17,
as to which the date is June 19, 2007)

Chula Vista, CA. 91910


        MEMBER OF THE CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
          REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD

                                      -5-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
             Consolidated Statement of Stockholder Equity (Deficit)
                             As of December 31, 2007
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>       <C>         <C>              <C>          <C>
                                                                       ADDITIONAL
                                              COMMON        COMMON      PAID-IN      RETAINED      FOREIGN        TOTAL
                                              SHARES        STOCK       CAPITAL      EARNINGS     CURRENCY
                                                                                    (DEFICIT)    TRANSLATION
----------------------------------------------------------------------------------------------------------------------------
 BALANCE,  DECEMBER 31, 2005                  2,711,213      $ 27,112  $ 1,549,313 $ (2,645,602)    $ 652,778    $ (416,399)
----------------------------------------------------------------------------------------------------------------------------

Shares issued on April 24, 2006               3,170,522        31,705      285,475                                  317,180

Shares Adjustment                                  (583)           (6)           6                                        -

Reverse Split 1 to 3.75 on October 11, 2006  (4,312,689)      (57,243)      57,243                                        -

Shares Issued on October 11, 2006            14,625,000        14,625    8,175,375                                8,190,000

Shares Issued On December 1, 2006               425,000           425      297,075                                  297,500

Shares Issued On December 1, 2006               812,629           812      454,260                                  455,072

Shares Issued On December 1, 2006 (10% holders) 477,590           478      434,553                                  435,031

Shares Issued On December 1, 2006               110,187           110       65,690                                   65,800

Stock redemption                             (4,083,000)       (4,083)       4,083                                        -

Foreign Currency Translation                                                            652,778      (652,778)            -

 Net loss for the year ended
 December 31, 2006                                                                     (564,589)                   (564,589)
----------------------------------------------------------------------------------------------------------------------------
 BALANCE,  DECEMBER 31, 2006                 13,935,869        13,935   11,323,073   (2,557,413)            -     8,779,595
----------------------------------------------------------------------------------------------------------------------------

Adjustments                                      37,677            38          (38)                                       -

Shares Issued on January 25, 2007                39,266            39       64,161                                   64,200

Shares Issued On February 16, 2007              200,000           200       19,800                                   20,000

Shares Issued On February 20, 2007            1,000,000         1,000      579,000                                  580,000

Shares Issued on March 16, 2007                 122,917           123      188,980                                  189,103

Shares Issued on April 16, 2007                 153,000           153      519,647                                  519,800

Shares Issued on May 18, 2007                 1,795,000         1,795    1,090,047                                1,091,842

Shares Issued on June 7, 2007                   404,742           405       78,945                                   79,350

Shares Issued On June 26, 2007                  900,000           900    1,491,600                                1,492,500

Shares Issued on July 7, 2007                   381,035           381    2,340,136                                2,340,517

Shares Issued on July 17, 2007                  892,300           892      891,408                                  892,300

Shares Issued On August 1, 2007                  50,000            50       28,950                                   29,000

Shares Issued on September 11, 2007             806,051           806       79,799                                   80,605

Shares Issued on October 2, 2007                515,518           516    1,818,341                                1,818,857

Shares Issued on October 2, 2007                550,000           550       54,450                                   55,000

 Net loss for the year ended
 December 31, 2007                                                                  (21,468,106)                (21,468,106)
----------------------------------------------------------------------------------------------------------------------------
 BALANCE,  DECEMBER 31, 2007                 21,783,375      $ 21,783 $ 20,568,299 $(24,025,519)          $ -  $ (3,435,437)
============================================================================================================================
</TABLE>


                                      -6-

<PAGE>
            ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
               Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                    YEAR ENDED       YEAR ENDED
                                                                                    DECEMBER 31,    DECEMBER 31,
                                                                                        2007            2006
                                                                                   -------------    --------------
   CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                              <C>                <C>
   Net income (loss)                                                             $  (21,468,106)    $    (564,589)

   Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
         Depreciation                                                                    13,281             3,205
         Amortization                                                                    19,711             3,969
         Common stock                                                                 2,284,458           317,180
                (Increase) decrease in goodwill                                       9,340,570                 -
                (Increase) decrease in finance fee                                    4,407,663            23,965
         Changes in operating assets and liabilities:
                (Increase) decrease in accounts receivable                              120,809            70,081
                (Increase) decrease in other receivable                                  (9,868)                -
                (Increase) decrease in prepaid expenses                                (513,758)           (1,430)
                (Increase) decrease in security deposits                                 69,906                 -
                (Increase) decrease in business areas                                    15,779                 -
                (Increase) decrease in accounts payable and accrued expenses          1,026,018          (432,325)
                (Increase) decrease in bank overdraft                                   336,369                 -
                (Increase) decrease in association membership list                     (659,000)                -
                (Increase) decrease in income tax payable                               (35,500)                -

                                                                                   -------------    --------------
        NET CASH USED BY OPERATING ACTIVITIES                                        (5,051,668)         (579,944)

   CASH FLOWS FROM INVESTING ACTIVITIES

         Acquisition of equipment                                                       (47,433)                -
                                                                                   -------------    --------------

        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                             (47,433)                -

   CASH FLOWS FROM FINANCING ACTIVITIES

        Line of credit                                                                  118,455            26,165
        Increase in loan payable                                                      2,093,849            10,000
        Increase in loan payable - related party                                         22,900                 -
        Proceeds from stock issuances                                                 2,560,954            65,800
        Proceeds from long-term liabilities                                                   -           734,831
                                                                                   -------------    --------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                           4,796,158           836,796
                                                                                   -------------    --------------

       NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                              (302,943)          256,852

       CASH AT BEGINNING OF PERIOD                                                      302,943             1,832
       CASH AT OCTOBER 11, 2006 OF SUBSIDIARY                                                 -            44,259
                                                                                   -------------    --------------

       CASH AT END OF PERIOD                                                     $            -   $       302,943
                                                                                   =============    ==============

   SUPPLEMENTAL DISCLOSURES OF CASH FLOWINFORMATION:

   Interest paid                                                                 $      209,098   $        16,416
                                                                                   =============    ==============

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

   SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION:

      Common stock issued for acquisition subsidiary                             $    1,475,000   $     8,487,500
      Increase in accounts receivable from acquisition                           $      134,000   $       329,070
      Increase in property & equipment from acqusition                           $                $        42,025
      Increase in deposits from acquisition                                      $      276,656   $        72,026
      Increase (decrease) in goodwill                                            $    9,340,570   $     8,819,698
      Increase (decrease) in financing fee                                       $    4,407,663   $        23,965
      Increase in trademaks from acquisition                                     $                $           587
      Increase in investment in business areas fro acquisition                   $                $        19,725
      Increase in accounts payable and accrued liabilities
        from acquisition                                                         $      600,000   $       411,093
      Increase in line of credit from acquisition                                $                $        75,797
      Increase in loan payable from acquisition                                  $                $       228,000
      Increase in long-term liabilities from acquisition                         $                $       125,000
</TABLE>

                                      -7-
<PAGE>



ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

         The Company hereby makes the following disclosures under Item 8 of this
Annual Report:

         The  Company is no longer  relying on the  Former  Accountant's  report
dually  dated  February 23, 2007 (Except for Notes 12 & 17, as to which the date
is June 19, 2007). The Company is now relying on the Former  Accountant's  newly
signed and issued audit report dually dated  February 23, 2007 (Except for Notes
12 & 17, as to which the date is June 19, 2007) and the New  Accountant's  newly
signed and issued audit report dated May 8, 2008 both are included  under Item 7
of this report.

         Initially,  management  believed that it was  acceptable to utilize the
Former  Accountant's  original audit report as of December 31, 2006.  Management
now  understands  that an updated  audit  report from the Former  Accountant  is
required in the Company's  annual  report for the year ended  December 31, 2007.
The  Company  therefore  obtained  such report  from the Former  Accountant.

         An increase in loans  payable in the  Company's  Statement of Cash Flow
for the year ended December 31, 2006 was  mistakenly  entered in cash flows from
investing activities.  The Company has corrected the entry which now corresponds
with the original  audit for the year ended  December 31,  2006.  The  Company's
Statement  of  Stockholder  Equity for the years  ended  December  31,  2006 and
December 31, 2007 have been corrected to move an adjustment from 2006 to 2007.


                                    PART III


ITEM 13. EXHIBITS

         EXHIBIT            DESCRIPTION
         -------            ----------------------------------------------------
         23.1               Consent of Chang G. Park, CPA, Ph. D.,
                            Independent Registered Public Accounting Firm
         23.2               Consent of Stan J.H. Lee, CPA, CMA,
                            Independent Registered Public Accounting Firm
         31.1               Section 302 Certification of Chief Executive Officer
         31.2               Section 302 Certification of Chief Financial Officer
         32.1               Section 906 Certification of Chief Executive Officer
         32.2               Section 906 Certification of Chief Financial Officer





                                      -8-

<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 21, 2008         ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


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

                            By:  /s/ Edward L. Torres
                                 -----------------------------------------------
                                    Edward L. Torres,
                                    Acting Chief Financial Officer
                                    (Principal Accounting Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.


By:  /s/ Edward L. Torres                                Dated: May 21, 2008
     -----------------------------------------------
      Edward L. Torres, Chairman of the Board

By:  /s/ Lyle Watkins                                    Dated: May 21, 2008
      ----------------------------------------------
      Lyle Watkins, Director

By:  /s/ S. Robert August                                Dated: May 21, 2008
     -----------------------------------------------
      S. Robert August, Director

By:  /s/ Leroy Moyer                                     Dated: May 21, 2008
     -----------------------------------------------
      Leroy Moyer, Director