PALM SPRINGS, Calif., Oct. 30, 2006 (PRIMEZONE) -- Environmental Service Professionals, Inc. (Other OTC:EVSP), formally known as Glas-Aire LTD, a specified purpose acquisition company, and Pacific Environmental Sampling, Inc.("ESP"), a California-based moisture mold testing company, have announced that Environmental Service Professionals stockholders approved, and the companies have completed, the merger of ESP with and into ESP.
Item 5.03 -- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On or about August 16, 2006, the Board of Directors of the Company authorized the officers of the Company to cause the Company to amend and restate Article XIV of the Company's Bylaws as follows:
"The corporation and its shareholders shall not be subject to the provisions of NRS 78.378 through 78.2793."
Item 5.06 -- Change in Shell Company Status
On October 11, 2006, Environmental Service Professionals, Inc., formerly known as Glas-Aire Industries Group Ltd. (the "Company"), and Pacific Environmental Sampling, Inc. dba Environmental Sampling Professionals, a California corporation ("ESP"), completed the closing of a stock purchase agreement (the "SPA") to effect a reverse merger between the companies (the "Reorganization") under which the Company issued 14,625,000 shares of its common stock to ESP in consideration for 14,625,000 shares of ESP's common stock. ESP is distributing up to 14,625,000 shares of the Company's common stock to its existing shareholders in consideration for the redemption of 14,625,000 shares of the outstanding voting stock of ESP. As a result of the closing, ESP is a wholly owned subsidiary of the Company and the shareholders of ESP are the controlling shareholders of the Company.
Edward Torres, ESP Chairman and CEO said, "We are looking forward to ESP's future as a publicly-traded company listed on the Nasdaq OTC, and the exposure to emerging industry will allow the company to movie into the national market". We now have the foundation to obtain the increased working capital that will be needed to expand our company organically and via strategic acquisitions, and to enhance shareholder value," Torres added.
Craig Grossman, former Chairman, President and CEO of ESP, said, "We are very pleased that we were able to consummate a merger with such an impressive company as ESP, and I look forward as a stockholder to working closely with management to help continue and expand ESP's strong record of growth and profitability."
About Environmental Service Professionals, Inc.
Since 2002, Environmental Service Professionals, Inc. has offered franchised inspection services for addressing mold and moisture intrusion that can have an acute or chronic negative impact on the Indoor Air Quality of commercial and residential buildings. The Company meets federal and specific state requirements as a highly regulated franchisor of environmental service companies. The franchises, offered throughout North America, are independently owned and operated. Environmental Service Professionals also provides services directly to builders and homeowners through subscription-based maintenance programs. The Company's California based call center provides a single point of contact for the delivery of all services. The Company was formerly known as Pacific Environmental Sampling, Inc. For more information visit www.espusa.net Safe Harbor:
Statements in this press release may constitute forward-looking statements and are subject to numerous risks and uncertainties, including the failure to complete successfully the development of new or enhanced products, the Company's future capital needs, the lack of market demand for any new or enhanced products the Company may develop, any actions by the Company's partners that may be adverse to the Company, the success of competitive products, other economic factors affecting the Company and its markets, seasonal changes, and other risks detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The actual results may differ materially from those contained in this press release. The Company disclaims any obligation to update any statements in this press release.