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

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

                  For the fiscal year ended: December 31, 2006

            For the period from January 1, 2006 to December 31, 2006

                         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

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                                                    NAME OF EACH EXCHANGE ON
   TITLE OF EACH CLASS                                   WHICH REGISTERED
----------------------------------                  ---------------------------
       COMMON STOCK                                            N/A
       PREFERRED STOCK                                         N/A

         Indicate  by  check  mark if the  registrant  is not  required  to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes |__| No |X|

         Indicate  by check mark  whether the  registrant  (1) 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 |__|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form 10KSB/A or any
amendment to this Form 10KSB/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|
<PAGE>

         State issuer's revenues for its most recent fiscal year:  $82,319

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant was  approximately  $4,533,836 as of March 31, 2007 (computed by
reference to the last sale price of a share of the registrant's  Common Stock on
that date as reported on the Over-The-Counter Bulletin Board Market).

         There were 14,743,624  shares  outstanding of the  registrant's  Common
Stock as of March 31, 2007.

         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 OF CONTENTS

                                     10KSB/A

PART I   N/A
         ITEM 2..........................................................N/A
         ITEM 3..........................................................N/A
         ITEM 4..........................................................N/A

PART II  1
         ITEM 5..........................................................N/A
         ITEM 6..........................................................N/A
         ITEM 7............................................................1
         ITEM 8...........................................................18
         ITEM 8A..........................................................18
         ITEM 8B..........................................................18

PART III..................................................................18
         ITEM 9...........................................................18
         ITEM 10.........................................................N/A
         ITEM 11.........................................................N/A
         ITEM 12.........................................................N/A
         ITEM 13.........................................................N/A
         ITEM 14.........................................................N/A

SIGNATURES................................................................20




<PAGE>


                                     PART II

ITEM 7.     FINANCIAL STATEMENTS OF ENVIRONMENTAL SERVICE PROFESSIONALS, INC.



                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




                                    CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE


<S>                                                                                                            <C>
Report of Independent Registered Public Accounting Firm ....................................................  - 2 -

Balance Sheet as of December 31, 2006.......................................................................  - 3 -

Statement of Operations for the years ended December 31, 2006 and 2005......................................  - 4 -

Statement of Changes in Shareholders Equity for the years ended December 31, 2006 and 2005..................  - 5 -

Statement of Cash Flows for the years ended December 31, 2006 and 2005......................................  - 6 -

Notes to Financial Statements ..............................................................................  - 7 -
</TABLE>

















                                      -1-
<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

                                      -2-
<PAGE>

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

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

                                                      ASSETS

                                                                             AS OF                   AS OF
                                                                         DECEMBER 31,             DECEMBER 31,
                                                                             2006                     2005
                                                                       ------------------       -----------------

      CURRENT ASSETS
<S>                                                                  <C>                     <C>
       Cash & cash equivalents                                        $          302,943     $             1,832
       Accounts receivable                                                       258,989                       -
       Prepaid expense                                                           412,496
                                                                       ------------------       -----------------

      TOTAL CURRENT ASSETS                                                       974,428

      NET PROPERTY & EQUIPMENT                                                    38,820                       -

      OTHER ASSETS
       Deposits                                                                   72,026                       -
       Net trademarks                                                                563                       -
       Goodwill                                                                9,274,770
       Investments in business areas                                              15,779                       -
                                                                       ------------------       -----------------

      TOTAL OTHER ASSETS                                                       9,363,138

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

            TOTAL ASSETS                                             $        10,376,386     $             1,832
                                                                       ==================       =================

                                   LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES
       Accounts payable and accrued liabilities                       $          361,498     $           382,731
       Line of credit                                                            101,962                       -
       Income taxes payable                                                       35,500                  35,500
       Loans payable                                                             238,000                       -
                                                                       ------------------       -----------------

      TOTAL CURRENT LIABILITIES                                                  736,960                 418,231

      LONG-TERM LIABILITIES                                                      859,831                       -
                                                                       ------------------       -----------------

      TOTAL LONG-TERM LIABILITIES                                                859,831                       -
                                                                       ------------------       -----------------

            TOTAL LIABILITIES                                                  1,596,791                 418,231

      STOCKHOLDERS' EQUITY (DEFICIT)

       Common stock, (par value $.001 per share, 100,000,000 shares
         authorized: 13,973,546 shares and 2,711,213 shares issued and
         outstanding as of December 31, 2006 and 2005, respectively)              13,973                  27,112
       Paid-in capital                                                        11,323,035               1,549,313
       Foreign currency translation adjustment                                         -                 652,778
       Retained earnings                                                      (2,557,413)             (2,645,602)
                                                                       ------------------       -----------------

      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                     8,779,595                (416,399)

              TOTAL LIABILITIES &                                      ------------------       -----------------
                         STOCKHOLDERS' EQUITY (DEFICIT)              $        10,376,386     $             1,832
                                                                       ==================       =================
</TABLE>

                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                               ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                       (Formerly Glas-Aire Industries Group, Ltd.)
                                          Consolidated Statement of Operations

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

                                                                                             YEAR ENDED               YEAR ENDED
                                                                                            DECEMBER 31,             DECEMBER 31,
                                                                                                2006                     2005
                                                                                          ------------------       -----------------

        REVENUES
<S>                                                                                      <C>                      <C>
         Income                                                                          $            82,319      $               -
                                                                                          ------------------       -----------------

        NET REVENUE                                                                                   82,319                      -

        COST OF GOODS SOLD
         Purchases                                                                                    15,282                      -
                                                                                          ------------------       -----------------

        TOTAL COST OF GOODS SOLD                                                                      15,282                      -
                                                                                          ------------------       -----------------

        GROSS PROFIT                                                                                  67,037                      -

        OPERATING EXPENSES
         Depreciation                                                                                  3,205                      -
         General and administrative                                                                  668,049                226,874
                                                                                          ------------------       -----------------

        TOTAL OPERATING EXPENSES                                                                     671,254                226,874
                                                                                          ------------------       -----------------

        INCOME (LOSS) FROM OPERATIONS                                                               (604,217)              (226,874)

        OTHER INCOME (EXPENSES)
         Interest income                                                                                   1                     94
         Interest expense                                                                            (16,416)               (83,661)
         Other income                                                                                 57,043                      -
         Miscellaneous expense                                                                        (1,000)                     -
                                                                                          ------------------       -----------------

        TOTAL OTHER INCOME (EXPENSES)                                                                 39,628                (83,567)
                                                                                          ------------------       -----------------

        NET INCOME (LOSS)                                                                           (564,589)              (310,441)
                                                                                          ==================       =================

         BASIC EARNING (LOSS) PER SHARE                                                  $             (0.08)     $           (0.11)
                                                                                          ------------------       -----------------

        WEIGHTED AVERAGE NUMBER OF
          COMMON SHARES - BASIC AND DILUTED                                                        6,996,933              2,711,213
                                                                                          ==================       =================
</TABLE>



                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                               ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                                       (Formerly Glas-Aire Industries Group, Ltd.)
                                 Consolidated Statement of Stockholder Equity (Deficit)
                                     For the Years Ended December 31, 2006 and 2005
----------------------------------------------------------------------------------------------------------------------------------
                                                                        ADDITIONAL
                                                COMMON      COMMON        PAID-IN       RETAINED       FOREIGN         TOTAL
                                                SHARES       STOCK        CAPITAL       EARNINGS       CURRENCY
                                                                                       (DEFICIT)     TRANSLATION
----------------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>             <C>        <C>           <C>               <C>           <C>
 Balance, December  31, 2004                    2,711,213       27,112     1,549,313     (2,335,161)       652,778       (105,958)

 Net loss for the year ended
 December 31, 2005                                                                         (310,441)                     (310,441)
----------------------------------------------------------------------------------------------------------------------------------
 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                 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                                            -

Adjustment                                         37,677           38           (38)

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

 Net loss for the year ended
 December 31, 2006                                                                         (564,589)                     (564,589)
----------------------------------------------------------------------------------------------------------------------------------
 BALANCE,  DECEMBER 31, 2006                   13,973,546     $ 13,973  $ 11,323,035    $(2,557,413)           $ -    $ 8,779,595
==================================================================================================================================

</TABLE>






                                       -5-

<PAGE>

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


                                                                               YEAR ENDED          YEAR ENDED
                                                                                 DECEMBER 31,     DECEMBER 31,
                                                                                  2006                2005
                                                                              --------------     ---------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                         <C>                <C>
   Net income (loss)                                                        $      (564,589)   $       (310,441)

   Adjustments to reconcile net loss to net cash provided by (used in) operating
   operating activities:
        Depreciation                                                                  3,205                   -
        Amortization                                                                  3,969                   -
        Finance fee                                                                  23,965
        Common Stock and options for compensation                                   317,180                   -
        Changes in operating assets and liabilities:
          (Increase) decrease in accounts receivable                                 70,081                   -
          (Increase) decrease in prepaid expenses                                    (1,430)                  -
          (Increase) decrease in accounts payable and accrued expenses             (432,325)            277,723
                                                                              --------------     ---------------

        NET CASH USED BY OPERATING ACTIVITIES                                      (579,944)            (32,718)


CASH FLOWS FROM INVESTING ACTIVITIES                                                      -                   -
                                                                              --------------     ---------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

   Line of credit                                                                    26,165                   -
   Increase in loan payable                                                          10,000                   -
   Proceeds from long-term liabilities                                              734,831
   Proceeds from stock issuances                                                     65,800                   -
                                                                             --------------     ---------------

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

       NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS                           256,852             (32,718)

       CASH AT BEGINNING OF YEAR                                                      1,832              34,550
       CASH AT OCTOBER 11, 2006 OF SUBSIDIARY                                        44,259                   -
                                                                              --------------     ---------------

       CASH AT END OF YEAR                                                  $       302,943    $          1,832
                                                                             ==============     ===============


   SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:

    Cash paid for Interest                                                  $             -    $              -
                                                                             ==============     ===============

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

   SUPPLEMENTAL DISCLOSURES OF NON CASH
   ACTIVITIES:

      Common stock issued for acquisition subsidiary                       $      8,487,500   $               -
      Increase in accounts receivable from acquisition                             (329,070)                  -
      Increase in property & equipment from acqusition                              (42,025)                  -
      Increase in deposits from acquisition                                         (72,026)                  -
      Increase in goodwill from stock issuance                                   (8,819,698)                  -
      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         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                   -
                                                                              --------------     ---------------
                                                                           $         44,259   $               -
                                                                              ==============     ===============
</TABLE>

                                       -6-

<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

NATURE OF OPERATIONS:

Environmental Services Professionals,  Inc. (formerly Glas-Aire Industries Group
Ltd.),  a Nevada  corporation  ("ESP"  or 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 Company  franchises  the right to operate a business 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 collecting 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.

ESP has received  approval by the appropriate  governmental  agencies,  to offer
franchises  throughout  41 states  within the United  States that do not require
specific state registration.

On May 19,  2005,  July 30,  2004 and  January  9, 2003,  Pacific  Environmental
Sampling,  Inc. ("PES"),  the operating  division of ESP, received approval from
the California  Department of Corporations to offer franchises  within the State
of California.  Said approval is required on a yearly calendar basis. Currently,
the Company is  authorized  to offer  franchises  within the State of California
until April 20, 2006. In March of 2007 ESP decided to  discontinue  the business
of offering franchises.

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 PES pursuant to which PES became a wholly-owned  subsidiary of the Company,
and Pest's management and shareholders  assumed control of the Company (See Note
12)

On December 1, 2006, the Company closed its acquisition of National Professional
Service Inc. (NPS) pursuant to which NPS became a wholly owned subsidiary of the
Company.


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. ACCOUNTING METHOD

The Company's  policy is to use the accrual  method of accounting to prepare and
present financial  statements,  which conforms to generally accepted  accounting
principles ("GAAP"). The Company has elected a December 31, year-end.

B. BASIS OF CONSOLIDATION

The  consolidated  financial  statements  include the accounts of  Environmental
Service  Professionals,  Inc.,  the parent  Company,  and Pacific  Environmental
Sampling,  Inc., a California  corporation,  and National  Professional  Service
Inc., a Delaware  Corporation,  the  Company's  wholly owned  subsidiaries.  All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

                                      -7-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

C. CASH EQUIVALENTS

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

D.   ESTIMATES AND ADJUSTMENTS

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  ("GAAP")  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.   In
accordance with FASB 16 all adjustments are normal and recurring.

E.   ACCOUNTS RECEIVABLE

Management considers accounts receivable to be fully collectible;  according, no
allowance for doubtful  accounts is required.  If amounts become  uncollectible,
they will be charged to operations when that determination is made.

F. CONCENTRATION OF CREDIT RISK

The Company  maintains  their cash in bank  deposit  accounts  that at times may
exceed  federally  insured  limits.  ESP has not  experienced any losses in such
accounts.  Management  believes  that they are not  exposed  to any  significant
credit risk related to cash.

PES  maintains  credits  with  Bank of  America.  Management  performs  periodic
evaluations of the relative credits standing to the financial  institution.  The
Company has not sustained any material  credit losses for the  instruments.  The
carrying  values  reflected in the balance sheet at December 31, 2006 reasonable
approximate the fair values of cash,  accounts payable,  and credit obligations.
In making such  assessment,  the  Company,  has  utilized  discounted  cash flow
analysis,  estimated, and quoted market prices as appropriate in accordance with
paragraph 9 of SFAS 107.

G. REVENUE RECOGNITION AND FRANCHISE FEES

Revenue  includes the following:  ESP revenue  consists of survey  services that
include visual  inspections  and collecting of samples.  The Company  recognizes
revenue when services on contracts are provided.

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 45 -
"Accounting for Franchise Fee Revenue."

Under this  provision  franchise fee revenue from an individual  franchise  sale
ordinarily  is  recognized,   with  an   appropriate   provision  for  estimated
uncollectible  amounts, when all material services or conditions relating to the
sale  have  been  substantially   performed  or  satisfied  by  the  franchisor.
Substantial  performance for the franchisor means that (a) the franchisor has no
remaining  obligation  or intent - by  agreement,  trade  practice,  or law - to
refund  any cash  received  or  forgive  any unpaid  notes or  receivables;  (b)
substantially  all of the  initial  services of the  franchisor  required by the
franchise agreement have been performed; and (C) no other material conditions or
obligations related to the determination of substantial performance exist.

If the franchise  agreement does not require the  franchisor to perform  initial
services but a practice of voluntarily  rendering  initial services exists or is
likely to exist  because of business or  regulatory  circumstances,  substantial
performance  is not be assumed  until  either  the  initial  services  have been
substantially  performed or reasonable  assurance  exists that the services will
not be performed.  The  commencement of operations by the franchisee is presumed
to be the earliest point at which substantial  performance has occurred,  unless
it  can  be  demonstrated  that  substantial  performance  of  all  obligations,
including services rendered voluntarily, has occurred before that time.

                                      -8-
<PAGE>


           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

Continuing  franchise  fees are  reported  as revenue as the fees are earned and
become  receivable from the franchisee.  Costs relating to continuing  franchise
fees are expensed as incurred.  Although a portion of the  continuing fee may be
designated for a particular purpose,  such as an advertising  program, it is not
recognized  as revenue until the fee is earned and becomes  receivable  from the
franchisee.

H. GOODWILL

In  accordance  with  Statements  of  Financial  Accounting  Standards  No. 142,
goodwill is not amortized since it has an indefinite life. Instead, it is tested
annually for  impairment.  During the year ended December 31, 2006 there were no
changes in the carrying amount of goodwill.

I. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment  of FASB  Statement  No.  115".  This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements".  The adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial statements.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material  in light of  relevant  quantitative  an
qualitative  factors.  SAB No. 108 is  effective  for fiscal  years ending after
November 15, 2006.  The Company is currently  evaluating  the impact of adopting
SAB No.  108 but does not  expect  that it will  have a  material  effect on its
financial statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers"  Accounting  for
Defined  Benefit Pension and Other  Postretirement  Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)".  This statement  requires  employers to
recognize  the  over  funded  or  under  funded  status  of  a  defined  benefit
postretirement  plan (other than a multiemployer  plan) as an asset or liability
in its statement of financial  position and to recognize  changes in that funded
status in the year in which the changes occur through  comprehensive income of a
business  entity or  changes  in  unrestricted  net  assets of a  not-for-profit
organization.  This  statement  also  requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with  limited  exceptions.  The  provisions  of SFAS No. 158 are  effective  for
employers  with publicly  traded  equity  securities as of the end of the fiscal
year ending  after  December 15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The

                                      -9-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

adoption of this  statement  is not  expected  to have a material  effect on the
Company's future reported financial position or results of operations.

In June 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation   No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes,  an
interpretation  of FASB Statements No. 109". FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition  threshold and
second,  measuring  that tax position to  determine  the amount of benefit to be
recognized  in  the  financial  statements.  FIN  48  provides  guidance  on the
presentation  of such  positions  within a  classified  statement  of  financial
position as well as on  derecognizing,  interest and  penalties,  accounting  in
interim  periods,  disclosure,  and  transition.  FIN 48 is effective for fiscal
years  beginning  after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amend  SFAS  No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.


NOTE 3.  CONTRACTS RECEIVABLE - FRANCHISE FEES

During 2004, the Company began offering financing  arrangements in the franchise
fee  agreements.  The terms of the agreements  call for 36  consecutive  monthly
payments with an interest rate ranging from 6% to 8% depending upon the value of
the total franchise fee amount and the down payment received under the franchise
agreement.


NOTE 4. PROPERTY & EQUIPMENT

Property  is  stated  at cost.  Additions,  renovations,  and  improvements  are
capitalized.  Maintenance  and repairs,  which do not extend  asset  lives,  are
expensed as incurred. Depreciation is provided on a straight-line basis over the
estimated useful lives ranging, five years for tenant improvements,  and five to
seven years on furniture and equipment.

                                      -10-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

                                                         DECEMBER 31,
                                                            2006
                                                      ----------------
           Software                                      $ 15,000
           Machinery & equipment                           24,442
           Furniture & fixtures                            17,583
           Computers                                       40,854
           Automotive equipment                             8,000
                                                      ----------------
                                                         $105,879
           Less Accumulated Depreciation                  (67,059)
                                                      ----------------
           Net Property & Equipment                      $ 38,820
                                                      ================

Depreciation expense for the year ended December 31, 2006 was $ 3,365.


NOTE 5. LINES OF CREDIT

The  Company  has two lines of  credit,  one for  $75,000  and  another  one for
$30,000. Both lines of credit are in an adjustable rate loan. The loans are open
revolving  lines of  credit,  and  annual  interest  rates are 11.24% and 12.5%,
respectively. There are no restrictions on the use of this line of credit. There
was an outstanding balance of $72,929 and $30,326,  respectively, as of December
31, 2006.


NOTE 6.  INTANGIBLE ASSETS

Intangible assets consist of two trademarks, an investment in business areas and
goodwill.

TRADEMARKS

The trademarks are stated at cost, less  amortization of $414 as of December 31,
2006. The trademarks are being amortized over the initial registration period of
ten  years.   Trademark  registration  may  be  renewed  every  ten  years  into
perpetuity.

INVESTMENT IN BUSINESS AREAS

Business areas consist of one or more designated zip codes. The business area is
considered  open when a yellow page  advertisement  listing is made and at least
one test has been conducted.

A total of 44 business  areas have been opened  through  December 31,  2006,  of
which 32 have been sold under  franchise  agreements,  with the  remaining  open
areas are being operated by PES.

At December 31, 2002, $78,899 was capitalized  relating to start-up costs and is
being amortized over 60 months. Amortization expense for the year ended December
31, 2006 was $15,780.

GOODWILL

On October 11, 2006, the Company issued 15,437,629 shares of common stock, which
is  valued  at  $8,645,072.  At the time of  merger,  there  was  difference  of
$8,802,270  between  net asset  value of  $(157,198)  and fair  market  value of
$8,645,072, which was booked as goodwill.

                                      -11-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

On December 1, 2006, the Company issued 425,000 shares of common stock, which is
valued at  $297,500,  and paid  $175,000  to acquire  NPS.  The  Company  booked
$472,500 as goodwill.

The Company is valuing goodwill every year to determine  impairment of goodwill.
As of the end of 2006, there is no impairment.


NOTE 7. NOTES PAYABLE & LONG TERM LIABILITIES

Notes payable as of December 31, 2006 consist of the following:

                                                            DECEMBER 2006
                                                     ---------------------------
Unsecured loan to a related party with
Annual interest of 3%.                                     $  238,000

Unsecured notes, with annual interest of
10%.                                                       $  859,831
                                                     ---------------------------

                                                           $2,268,507
                                                     ===========================


NOTE 8.  RELATED PARTY TRANSACTION

As of  December  31,  2006 the  Company  has a note  payable  due to Pro  Active
Business Service,  Inc. (a related party) in the amount of $238,000.  This is an
unsecured loan with an interest rate of 3%.  Interest is currently being waived.
(Total expense)


NOTE 9. LONG TERM LEASE AGREEMENT

The Company signed a lease  agreement for its corporate  offices in Palm Springs
commencing  August 1, 2006 with the option of renewal  for an  additional  three
years at a 5% increase each year.

The base rent is currently  $6,206.00 per month.  The following is a schedule of
payments under the above operating lease:

          YEAR ENDING
          DECEMBER 31,                                      AMOUNT
          --------------                                -------------
               2006                                      $ 25,954.00
               2007                                        76,022.00
               2008                                        79,822.00
                                                        -------------
                                                         $181,798.00


                                      -12-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

NOTE 10. STOCK WARRANTS

PES issued 4,808,446 shares of common stock and 4,808,446 common stock purchases
warrants  during the year ended December 31, 2006.  Using  Black-Schools  Option
Pricing Model derives the value of the warrants. As per FAS 123r, the volatility
of the stock was calculated by using shares Dow Jones US Consumer  Services Fund
data for the five  previous  years,  since the PES shares were not traded.  Risk
free rate of 4.63% is that of two-year  treasury bills as of the issue date. For
the stock price,  we used that of net asset value per share,  which was $.008 as
of the year ended December 31, 2005. The value of warrants, however, was $0.

After the merger,  these  warrants were  exchanged  with those of the Company on
one-on-one basis.


NOTE 11. BASIC & DILUTED 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.

                                         DECEMBER 31,         DECEMBER 31,
                                              2006                2005
                                         -------------        -----------

NET INCOME (LOSS) FROM OPERATIONS       $    (540,622)       $   (310,441)

BASIC INCOME / (LOSS) PER SHARE         $       (0.07)              (0.11)
                                         =============        ===========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                         7,214,324           2,711,213
                                         =============        ===========


NOTE 12. STOCK TRANSACTIONS AND BUSINESS COMBINATIONS

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  Glassware  Industries  Group,  Ltd. for legal and other  services
rendered for the Company.

On October 11,  2006,  the  Company  completed  the closing of a stock  purchase
agreement  (the "SPA") to effect a reverse  merger  between the  companies  (the
"Business  Combination") under which the Company issued 15,437,629 shares of its
common stock to PES in  consideration  for  15,437,629  shares of Pest's  common
stock. PES is distributing up to 15,437,629 shares of the Company's common stock
to its existing  shareholders in consideration  for the redemption of 15,437,629
shares of the outstanding  voting stock of PES. As a result of the closing,  PES
is a wholly owned  subsidiary of the Company and the shareholders of PES are the
controlling shareholders of the Company.

                                      -13-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

NOTE 12 STOCK TRANSACTIONS & BUSINESS COMBINATIONS (CONTINUED)

According  to the SPA,  prior to the closing of the  Business  Combination,  the
Company  covenanted,  among other things, to effect a one for 3.75 reverse split
of its outstanding  common stock,  which resulted in Glas-Aire having a total of
1,568,463 shares of its common stock outstanding at closing.

On  December  1, 2006,  the Company  completed  the closing of a stock  purchase
agreement  with NPS to effect an  acquisition  under  which the  Company  issued
425,000 shares of its common stock and paid $175,000 to NPS in consideration for
100% interest of Naps' common stock. As a result of the closing, NPS is a wholly
owned subsidiary of the Company.

During the 4th quarter, the Company issued 477,590 shares for finance fee.

During the 4th Quarter,  the Company issued 110,187 shares for cash amounting to
65,800 and 110,187 warrants.

On December 1, 2006, the Company redeemed 4,083,000 shares.

The  operating  results of the acquired  entities are included in the  Company's
consolidated   financial  statements  as  of  October  11,  2006;  the  date  of
acquisition.


The following is summary of the Balance Sheet and Statement of Operation of PES.

BALANCE SHEET AS OF OCTOBER 11, 2006

------------------------------------------- ---------------------------
                                                     Amounts
------------------------------------------- ---------------------------
Current assets                                             $ 373,330
------------------------------------------- ---------------------------
Fixed assets                                                  42,025
------------------------------------------- ---------------------------
Other assets                                                  92,337
------------------------------------------- ---------------------------
Total assets                                               $ 507,692
----------------------------------------------------------------------

------------------------------------------- ---------------------------
Current liabilities                                        $ 539,890
------------------------------------------- ---------------------------
Long-term liabilities                                        125,000
------------------------------------------- ---------------------------
Total liabilities                                            664,890
------------------------------------------- ---------------------------
Shareholders' equity                                        (157,198)
------------------------------------------- ---------------------------
Total liabilities and shareholders' equity                 $ 507,692
------------------------------------------- ---------------------------

                                      -14-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005


NOTE 12 STOCK TRANSACTIONS & BUSINESS COMBINATIONS (CONTINUED)

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS

--------------------------- -------------------- --------------------- ---------------------- ---------------
                                 January 1,            October 12,           Year ended         Year ended
                                   2006-                 2006-              December 31,       December 31,
                                 October 11,           December 31,             2006                2005
                                   2006                   2006
--------------------------- -------------------- --------------------- ---------------------- ---------------
<S>                          <C>                   <C>                       <C>                   <C>
Revenue                      $     147,618         $        82,319           $     229,937         $ 871,548
--------------------------- -------------------- --------------------- ---------------------- ---------------
Cost                                37,896                  15,282                  53,178            24,719
--------------------------- -------------------- --------------------- ---------------------- ---------------
Gross profit                       109,722                  67,037                 176,759           846,829
--------------------------- -------------------- --------------------- ---------------------- ---------------
Operating expenses               1,183,529                 594,719               1,778,248           596,359
--------------------------- -------------------- --------------------- ---------------------- ---------------
Net loss from operation         (1,073,807)               (527,682)             (1,601,489)          250,470
--------------------------- -------------------- --------------------- ---------------------- ---------------
Other income (expense)                 (50)                   (200)                   (250)              200
--------------------------- -------------------- --------------------- ---------------------- ---------------
Net loss                      $ (1,073,857)        $      (527,882)          $  (1,601,739)        $ 250,670
--------------------------- -------------------- --------------------- ---------------------- ---------------
</TABLE>


NOTE 13. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2006 and 2005:

* Common stock, $ 0.001 par value;  100,000,000  shares  authorized:  13,973,546
shares and 2,711,213 share issued and outstanding, respectively.


NOTE 14. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

                                      -15-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

At December 31, 2006 the Company has  significant  operating and capital  losses
carry forward.  The tax benefits  resulting for the purposes have been estimated
as follows:

                                            DECEMBER 31,         DECEMBER 31,
                                               2006                  2005
                                           ------------        --------------

  Accumulated deficit as of:               $ (2,533,446)       $  (2,645,602)

  Gross income tax benefit                    $ 861,372        $     899,505
  Valuation allowance                          (861,372)            (899,505)
                                          -------------        ---------------
  Net income tax benefit                  $           -        $           -
                                          =============        ===============

The net operating loss expires twenty years from the date the loss was incurred.
The retained earning balance includes  accumulated  comprehensive income (loss).
In  accordance  with SFAS 109  paragraph 18 the Company has reduced its deferred
tax benefit  asset by a valuation  allowance  due to negative  evidence that has
caused the Company to feel it is more  likely than not that some  portion or all
of the  deferred  tax asset will not be  realized.  No portion of the  valuation
allowance will be allocated to reduce  goodwill or other  concurrent  intangible
asset of an acquired entity. There are no temporary  differences or carryforward
tax effects that would significantly affect the Companies deferred tax asset.

Utilization of the net operating losses and credit  carryforwards may be subject
to a substantial  annual limitation due to the "change in ownership"  provisions
of the Internal  Revenue Code of 1986.  The annual  limitation may result in the
expiration of net operating losses and credits before  utilization.  None of the
valuation  allowance  recognized  was  allocated  to  reduce  goodwill  or other
noncurrent  intangible  assets of an acquired  entity or directly to  contribute
capital.


NOTE 15. GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  The Company  generated net
losses of  $2,533,446  during the period from  September  29,  1992  (inception)
through December 31, 2006. 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 consolidated  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.


NOTE 16.  SUBSEQUENT EVENT

On or about  February  20, 2007 (the  "Closing"),  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

                                      -16-
<PAGE>

           ENVIRONMENTAL SERVICE PROFESSIONALS, INC. AND SUBSIDIARIES
                   (FORMERLY GLAS-AIRE INDUSTRIES GROUP, LTD.)
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2006 AND 2005

$0.75 per share  exercisable  for a period  of five  years  from the date of the
Closing,  plus $950,000 in cash,  payable in  installments  over time (the "Cash
Payment").  As a result of the Closing,  AHI is a wholly owned subsidiary of the
Company.


NOTE 17.  REVISED - FINANCIAL STATEMENTS

The Company's audited financial  statements for the year ended December 31, 2006
were  revised to account for  issuance  of stock in the proper  period they were
issued. The following table reflects changes made to the financial statements:
<TABLE>
<CAPTION>

               CONSOLIDATED                               AUDIT                 REVISED AUDIT
               BALANCE SHEET                           DECEMBER 31,              DECEMBER 31,                 VARIANCES
                                                           2006                      2006
                                                 ------------------------- ------------------------- -----------------------------

<S>                                                    <C>                     <C>                          <C>
Total Current Assets                                   $  563,364              $      974,428               $     411,064

Net Property & Equipment                                   38,820                      38,820                           -

Total Other Assets                                      8,908,066                   9,363,138                     455,072
                                                 ------------------------- ------------------------- -----------------------------
   TOTAL ASSETS                                        $9,510,250              $   10,376,386                     866,136
                                                 ========================= ========================= =============================

Total Current Liabilities                              $  802,760              $      736,960               $     (65,800)

Total Long-Term Liabilities                               859,831                     859,831                           -

Total Stockholder's Equity                              7,847,659                   8,779,595                     931,936
                                                 ------------------------- ------------------------- -----------------------------
   TOTAL LIABILITIES &
      STOCKHOLDERS' EQUITY                             $9,510,250              $   10,442,386                     866,136
                                                 ========================= ========================= =============================


               CONSOLIDATED                               AUDIT                 REVISED AUDIT
               STATEMENT OF                            DECEMBER 31,              DECEMBER 31,                 VARIANCES
                OPERATIONS                                 2006                      2006
                                                 ------------------------- ------------------------- -----------------------------

Total Revenue                                          $   82,319              $       82,319               $           -
Costs of Revenues                                          15,282                      15,282                           -
                                                 ------------------------- ------------------------- -----------------------------

Gross Profit                                               67,037                      67,037                           -
Total Operating Costs                                     647,287                     671,254                      23,967
                                                 ------------------------- ------------------------- -----------------------------

Operating income (loss)                                  (580,250)                   (604,217)                    (23,967)

Total other income & (expenses)                            39,628                      39,628
                                                 ------------------------- ------------------------- -----------------------------
Income (loss) before income tax
      and extraordinary items                          $ (540,622)             $     (564,528)                    (23,967)
                                                 ========================= ========================= =============================
</TABLE>

                                      -17-

<PAGE>


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

         None.


ITEM 8A. CONTROLS AND PROCEDURES

         ESP and its affiliates'  Chairman,  Chief Executive Officer,  and Chief
Financial  Officer have evaluated the  effectiveness  of ESP and its affiliates'
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange  Act of 1934,  as  amended) as of the end of the
period  covered  by this  annual  report  and,  based on this  evaluation,  have
concluded that the disclosure controls and procedures are effective.

         There have been no changes in ESP and its affiliates'  internal control
over financial  reporting that occurred  during ESP's fourth fiscal quarter that
has materially  affected,  or is reasonably likely to materially  affect,  ESP's
internal control over financial reporting.


ITEM 8B. OTHER INFORMATION

         None.


                                    PART III

ITEM 9. FINANCIAL STATEMENTS OF ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

REPORT OF THE AUDIT COMMITTEE

         ESP's  Audit   Committee  has  reviewed  and  discussed  ESP's  audited
financial  statements  for the fiscal year ended  December  31, 2006 with senior
management. The Audit Committee has reviewed and discussed with management ESP's
audited financial statements.  The Audit Committee has also discussed with Chang
Park ("CP"), ESP's independent auditors, the matters required to be discussed by
the statement on Auditing Standards No. 61 (Communication with Audit Committees)
and  received  the  written  disclosures  and the  letter  from CP  required  by
Independence Standards Board Standard No. 1 (Independence  Discussion with Audit
Committees). The Audit Committee has discussed with CP the independence of CP as
auditors  of ESP.  Finally,  in  considering  whether the  independent  auditors
provision  of  non-audit  services  to  ESP is  compatible  with  the  auditors'
independence  for both CP and CP, ESP's Audit  Committee has  recommended to the
Board of  Directors  that the  audited  financial  statements  of the Company be
included  in ESP's  Annual  Report on Form  l0KSB/A  for the  fiscal  year ended
December  31, 2006 for filing with the United  States  Securities  and  Exchange
Commission.  The Audi Committee  also approved CP's  engagement to prepare ESP's
consolidated  tax returns for its fiscal year ending  December 31,  2006.  ESP's
Audit Committee did not submit a formal report regarding its findings.

                                 AUDIT COMMITTEE

                                   LEROY MOYER

                                      -18-
<PAGE>

         Notwithstanding  anything  to the  contrary  set  forth in any of ESP's
previous or future  filings under the United States  Securities  Act of 1933, as
amended,  or the  Securities  Exchange  Act of  1934,  as  amended,  that  might
incorporate  this report in future  filings  with the  Securities  and  Exchange
Commission,  in whole or in part, the foregoing report shall not be deemed to be
incorporated by reference into any such filing.

CODE OF CONDUCT

         We have adopted a Code of Conduct that applies to all of our directors,
officers and employees. The text of the Code of Conduct has been posted on ESP's
Internet  website  and  can be  viewed  at  www.espusa.net.  Any  waiver  of the
provisions  of the Code of Conduct for  executive  officers and directors may be
made only by the Audit Committee and, in the case of a waiver for members of the
Audit  Committee,  by the Board of Directors.  Any such waivers will be promptly
disclosed to our shareholders.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

         Section  16(a)  of  the  Exchange  Act  requires   ESP's  officers  and
directors,  and certain  persons who own more than 10% of a registered  class of
ESP's equity securities (collectively,  "Reporting Persons"), to file reports of
ownership and changes in ownership  ("Section 16 Reports")  with the  Securities
and Exchange  Commission (the "SEC").  Reporting Persons are required by the SEC
to furnish ESP with copies of all Section 16 Reports they file.

         Based  solely on its  review of the  copies of such  Section 16 Reports
received  by it, or written  representations  received  from  certain  Reporting
Persons,  all Section 16(a) filing  requirements  applicable to ESP's  Reporting
Persons  during and with respect to the fiscal year ended December 31, 2006 have
been complied with on a timely basis.



                                      -19-
<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: July 6, 2007    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.


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

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


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


By:  \s\ Edward L. Torres                                    Dated: July 6, 2007
      ----------------------------------------------
      Edward L. Torres, Chairman of the Board

By:  \s\ Joseph T. Leone                                     Dated: July 6, 2007
      ----------------------------------------------
      Joseph T. Leone, Director

By:  \s\ Lyle Watkins                                        Dated: July 6, 2007
      ----------------------------------------------
      Lyle Watkins, Director

By:  \s\ Robert August                                       Dated: July 6, 2007
      ----------------------------------------------
      Robert August, Director

By:  \s\ Francis ("Rich") Finigan                            Dated: July 6, 2007
      ----------------------------------------------
      Francis ("Rich") Finigan, Director

By:  \s\ Leroy Moyer                                         Dated: July 6, 2007
      ----------------------------------------------
      Leroy Moyer, Director


                                      -20-