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



                                    FORM 8-K


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): June 18, 2007


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



                                     NEVADA
               --------------------------------------------------
                 (State or other jurisdiction of incorporation)



          1-14244                                     84-1214736
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   (Commission File Number)                 (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
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              (Registrant's telephone number, including area code)

                        GLAS-AIRE INDUSTRIES GROUP LTD.
                              145 TYEE DRIVE, #1641
                         POINT ROBERTS, WASHINGTON 98281
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions.

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR240.14d-2(b))

[_]      Soliciting  material  pursuant to Rule 14a-12  under  Exchange  Act (17
         CFR240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR240.13e-4(c))



<PAGE>



                                TABLE OF CONTENTS


SECTION 1.   REGISTRANT'S BUSINESS AND OPERATIONS..............................1

                 Item 1.01  Entry into a Material Definitive Agreement.........1

SECTION 2.   FINANCIAL INFORMATION.............................................2

SECTION 3.   SECURITIES AND TRADING MARKETS....................................2

                 Item 3.02  Unregistered Sales of Equity Securities............2

SECTION 4.   MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
                 STATEMENTS....................................................2
SECTION 5.   CORPORATE GOVERNANCE AND MANAGEMENT...............................2

SECTION 6.   ASSET BACKED SECURITIES...........................................2

SECTION 7.   REGULATION FD.....................................................3

SECTION 8.   OTHER EVENTS......................................................3

SECTION 9.   FINANCIAL STATEMENTS AND EXHIBITS.................................3

SIGNATURES.....................................................................3


<PAGE>

SECTION 1.  REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On or about  June  18,  2007  (the  "Closing"),  Environmental  Service
Professionals,  Inc. (the  "Company"),  entered into a $615,000  senior  secured
convertible  note with Boca Funding,  LLC (the "Holder") in accordance  with the
12% Senior Secured Convertible Note (the "Note"), a copy of which is attached to
this Report as Exhibit 99.1, the Security Agreement, a copy of which is attached
to this Report as Exhibit 99.2 (the  "Security  Agreement"),  and the Subsidiary
Guaranty, a copy of which is attached to this Report as Exhibit 99.3.

         Pursuant to the terms of the Note, the Company will pay interest to the
Holder  on the  outstanding  principal  amount  of the Note at a rate of 12% per
annum,  payable on July 18,  2007 and on the same day of each month  thereafter.
The  outstanding  principal  amount of the Note is  payable  on the  earlier  of
December  18, 2007 or the date on which the Company  sells  shares of its common
stock or common stock equivalents with an aggregate gross sale price of not less
than $1,000,000 or issues  indebtedness  in a principal  amount of not less than
$1,000,000,  or agrees to do any of the foregoing (a  "Qualified  Transaction").
The  Company  may not prepay any  portion  of the  principal  amount of the Note
without  the prior  written  consent  of the  Holder;  provided,  however,  upon
consummation of, and simultaneously with, a Qualified  Transaction,  the Company
must prepay the Note in full (including any accrued interest up through the date
of such prepayment), plus an amount, as an economic make-whole premium, equal to
the interest that would have otherwise accrued at the interest rate hereunder on
the principal  amount of the Note from the date of prepayment  through  December
18, 2007 had such  Qualified  Transaction  not occurred and such  prepayment not
been made.

         At  any  time  after  June  18,  2007  until  the  Note  is  no  longer
outstanding,  the Note is convertible  into shares of the Company's common stock
("Conversion  Shares") at the option of the  Holder,  in whole or in part at any
time and from time to time.  The  conversion  price is equal to $0.58 per share,
subject to adjustment for stock dividends,  stock splits, and certain subsequent
equity sales.

         In  consideration  of, and as an  inducement  for,  the  funding of the
$615,000 of capital to the Company pursuant to the Note and Security  Agreement,
the  Company  issued to the Holder a warrant to purchase  275,000  shares of the
Company's common stock at a purchase price of $0.01 per share  exercisable for a
period of five years, a copy of which is attached to this Report as Exhibit 99.4
(the  "Warrant"),  and 750,000 shares of the Company's common stock. The Closing
Shares,  shares of common stock underlying the Warrants,  and Conversion  Shares
all have piggyback registration rights.

         On or about June 18, 2007, as additional  inducement  for the Holder to
make the loan to the Company,  each of the Company's wholly owned  subsidiaries,
National Professional Services Inc., Pacific Environmental  Sampling,  Inc., and
Allstate  Home  Inspection &  Environmental  Testing,  Ltd.  (collectively,  the
"Subsidiaries"),   entered  into  the  Subsidiary  Guaranty.   Pursuant  to  the
Subsidiary  Guaranty,  the  Subsidiaries  agreed,  jointly  and  severally,   to
guarantee  to the Holder the full and  punctual  payment  when due  (whether  at
maturity,   by  acceleration  or  otherwise),   and  the  performance,   of  all
liabilities,  agreements  and other  obligations  of the  Company to the Holder,
whether  direct or  indirect,  absolute  or  contingent,  due or to become  due,
secured or unsecured,  now existing or hereafter arising or acquired (whether by
way of  discount,  letter of  credit,  lease,  loan,  overdraft  or  otherwise),
including without limitation all obligations under the Note.

         On or about June 1, 2007, the Company entered into a Limited Consulting
Contract,  a copy of which is  attached  to this  Report  as  Exhibit  99.5 (the
"Contract"),  with  Clearvision,  Inc.  ("CVI")  pursuant to which CVI agreed to
provide media consulting services to the Company.  The following is a summary of
the media placement  guarantees CVI agreed to provide for the Company during the
six to twelve month term of the Contract: (1) air the Company's TV News

                                        1



<PAGE>

Spotlight  and/or VNR (as those terms are defined in the  Contract),  as regular
(non-paid)  programming  and as sponsored  (paid)  programming,  on national and
local cable,  satellite,  and broadcast affiliates  throughout the United States
and Canada;  (2) ensure at least  10,000  total  airings of VNR and 15,000 total
airings  of  ad  clusters   generated  from  a  combination  of  cablecasts  and
broadcasts;  (3) provide nationwide  distribution of the TV Spotlight and/or VNR
on one or more national  networks such as CNN,  MSNBC,  FOX News Channel,  CNBC,
Dish Network and AMC; (4) ensure at least twelve  interviews on national  and/or
local market  television and radio talk shows during the first six month term of
the campaign;  (5) provide a minimum of 100 Newspaper  Feature  placements;  (6)
provide 200 Radio News Release  ("RNR")  placements;  and (7) provide updates of
the Company's headlining events in major financial/business E-newsletter sent to
over  650,000  opt-in   subscribers   including:   250,000+  financial  services
professionals, 50,000+ key corporate decision makers and 350,000+ investors.

         CVI also agreed to provide the following  productions  for the Company:
one (1) B-Roll footage for May 18, 2007 Symposium in Palm Springs, California, a
TV News Spotlight (as that term is defined in the Contract), a VNR (as that term
is defined in the Contract),  a corporate video (up to ten minutes), a tradeshow
loop  presentation,  Internet streaming video, a Newspaper feature, a RNR, and a
commercial advertisement.

         In  consideration  for providing the media  consulting  services to the
Company, CVI will receive the following media consulting fee: (a) $100,000.00 in
cash  payable  on the  later  of 60 days  after  the  commencement  date of this
Agreement or on the date the  Blackwater  Capital  funding occurs but in no case
later than  September 30, 2007,  (b) 1,500,000  shares of restricted  stock (the
"Shares") to be released 500,000 Shares on each of June 30, 2007,  September 30,
2007, and December 31, 2007, and (c) a warrant to be issued on December 31, 2007
to purchase one million  (1,000,000)  shares of the Company's common stock at an
exercise price of seventy-five  cents ($0.75) per share exercisable for a period
of three years from the date of issuance (the "Warrant").  The shares underlying
the Warrant and the Shares will have piggyback  registration rights on the first
available registration filing on Form SB-2, S-1 or S-3.

SECTION 2.  FINANCIAL INFORMATION

         Not Applicable.


SECTION 3.  SECURITIES AND TRADING MARKETS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

         See Item 1.01.


SECTION 4.  MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

         Not Applicable.


SECTION 5.  CORPORATE GOVERNANCE AND MANAGEMENT

         Not Applicable.


SECTION 6.  ASSET BACKED SECURITIES

         Not Applicable.

                                        2


<PAGE>


SECTION 7.  REGULATION FD DISCLOSURE

         Not Applicable.


SECTION 8.  OTHER EVENTS

         Not Applicable.


SECTION 9.  FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS

         (a)      Financial Statements of Business Acquired

                  Not Applicable.

         (b)      Pro Forma Financial Information

                  Not Applicable.

         (c)      Exhibits

                  99.1     Senior  Secured  Convertible  Note with Boca Funding,
                           LLC, dated as of June 18, 2007.

                  99.2     Security Agreement between Boca Funding,  LLC and the
                           Company, dated as of June 18, 2007.

                  99.3     Guaranty Agreement by National  Professional Services
                           Inc., a Delaware  corporation,  Pacific Environmental
                           Sampling,  Inc., a California  corporation,  Allstate
                           Home  Inspection  &  Environmental  Testing,  Ltd., a
                           Delaware corporation,  in favor of Boca Funding, LLC,
                           dated as of June 18, 2007.

                  99.4     Warrant Agreement  between Boca Funding,  LLC and the
                           Company, dated as of June 18, 2007.

                  99.5     Limited Consulting Contract between Clearvision, Inc.
                           and the Company, dated as of June 1, 2007.


                                   SIGNATURES

         Pursuant to the requirements 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.



                           ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                           -------------------------------------------
                           (Registrant)

Date:  June 20, 2007


                           /s/ Edward Torres
                           -------------------------------------------
                           Edward Torres, Chief Executive Officer


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