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




                                   FORM 8-K/A
                                Amendment No. 2



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


         Date of Report (Date of earliest event reported): July 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
--------------------------------------------------------------------------------
 (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
--------------------------------------------------------------------------------
              (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

SECTION 2.   FINANCIAL INFORMATION.............................................1

SECTION 3.   SECURITIES AND TRADING MARKETS....................................1

SECTION 4.   MATTERS RELATING TO ACCOUNTANTS AND FINANCIAL
                 STATEMENTS....................................................1

     Item 4.02  Non-Reliance on Previously Issued Financial Statements
                 on a Related or Completed Interim Review......................1

SECTION 5.   CORPORATE GOVERNANCE AND MANAGEMENT...............................2

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

SECTION 7.   REGULATION FD.....................................................2

SECTION 8.   OTHER EVENTS......................................................2

SECTION 9.   FINANCIAL STATEMENTS AND EXHIBITS ................................2

SIGNATURES.....................................................................2



<PAGE>


SECTION 1.  REGISTRANT'S BUSINESS AND OPERATIONS

         Not Applicable.


SECTION 2.  FINANCIAL INFORMATION

         Not Applicable.


SECTION 3.  SECURITIES AND TRADING MARKETS

         Not Applicable.


SECTION 4.  MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.02 Non-Reliance on Previously Issued Financial Statements on a Related or
Completed Interim Review

         The Company has filed a Form 10-KSB/A which includes restated financial
statements as of and for the fiscal year ended  December 31, 2006.  The restated
financial statements reflect, as compared to the financial statements filed with
the  Company's  original  Report on Form 10-KSB filed for the fiscal year ending
December  31,  2006,  the  following  differences:  (1) an  increase  in prepaid
expense,  (2)  an  increase  in  recorded  goodwill,  and  (3)  changes  in  the
outstanding common stock and paid-in-capital. All of these changes relate to the
manner in which the Company  recorded  the  accounting  for the  acquisition  of
Pacific Environmental  Sampling,  Inc., its wholly-owned  subsidiary ("PES"), in
October 2006.

         In the course of completing the Company's Report on Form 10-QSB for the
first  fiscal  quarter  ending March 31,  2007,  on or about May 12,  2007,  the
Company and its auditors noticed two items: a) the Company's balance sheet as of
December 31, 2006 (the  "Balance  Sheet") did not  completely  reflect the total
number  of  shares  of  restricted  common  stock  (the  "Stock")  issued in the
acquisition of PES, and b) the redemption of a portion of the stock from the PES
founders  actually  occurred in November 2006, but was  incorrectly  recorded to
have  occurred  in 2007.  The  revisions  to the  Balance  Sheet  caused  by the
additional  Stock  issuance  and stock  redemption  resulted  in an  increase in
goodwill, pre-paid expenses and stockholders' equity.  Accordingly,  the Balance
Sheet is  essentially  the main  component  of the  originally  filed  financial
statements that should not be relied upon,  with only minor related  adjustments
to the  other  portions  of the  Company's  financial  statements.  The  Company
discovered the absence of the inclusion of the Stock and the stock redemption on
the Balance Sheet, and submitted that  information to its accountants,  who then
directed  the  Company  to  revise  the  Balance  Sheet  and  related  financial
statements  to reflect the issuance of the Stock and the stock  redemption.  The
Company's Audit Committee and the Company's  executive  officers  discussed with
the independent  accountant the matters disclosed in the filing of the report on
Form 10-KSB/A for the fiscal year ended December 31, 2006. The revised financial
statements were completed in late June 2007.

         The   executive   officers  of  the  Company  have   reconsidered   the
effectiveness of the Company's disclosure controls and procedures as of December
31, 2006 in light of the  restatement.  The Company is  currently  seeking a new
Chief  Financial  Officer  who is  expected to assist the Company to continue to
significantly  improve its disclosure  controls and procedures  over those which
were in place under the prior Chief  Financial  Officer,  who departed  from the
Company in early May 2007. The Company believes that its disclosure controls and
procedures have already  significantly  improved since the prior Chief Financial
Officer departed.

                                      -1-
<PAGE>

SECTION 5.  CORPORATE GOVERNANCE AND MANAGEMENT

         Not Applicable.


SECTION 6.  ASSET BACKED SECURITIES

         Not Applicable.


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 Letter  from Chang  Park,  CPA,  dated  July 18,  2007,
                         confirming  its  agreement  with the  contents  of this
                         Report on Form 8-K/A.

                                   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:  July 18, 2007


                               \s\ Edward L. Torres, Chief Executive Officer
                               ---------------------------------------------
                               Edward L. Torres, Chief Executive Officer





                                      -2-
