UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

 

**FORM 10-KSB**

 

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934   

 

For the fiscal year ended **September 30, 2007**

 

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. **000-09419**

 

**MATRIX ENERGY SERVICES CORPORATION**

(Exact name of Registrant as specified in its charter)

 

| State or other jurisdiction of incorporation or organization: **Nevada**   |
|-------------------------------------------------------------------------------------------|

| IRS Employer Identification No: | **84-0811647**  ****   |
|---------------------------------|--------------------------------------------|

 

**378 North Main, #124; Layton, UT  84041**

(Address and zip code of principal executive offices)

 

Registrant's telephone number, including area code:******(801) 497-9075**

 

Securities registered pursuant to Section 12(b) of the Act:  **Common Stock (par value $0.001 per share)**Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark whether the issuer is not required to file reports pursuant to Section 12 or 15(d)D of the Exchange Act. o

 

Indicate by check mark whether the issuer: (1) filed all reports required to be filed by Section 12 or 15(d) of the Exchange Act during the past 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 past 90 days.   [ X ] Yes [   ] No 

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act ). [ X ]

 

Revenue for the year ended September 30, 2007: $0

 

As of January  11, 2008 it is unclear as to the aggregate market value of the voting stock held by non-affiliates of the Registrant.  This is due to the low or almost non-existing trading of the Registrant’s Securities.

 

 

As of January 11, 2008, the number of shares outstanding of the Registrant's Common Stock was  92,667.

 

**TABLE OF CONTENTS**

 

|   | **PART I** |
|--------|------------|

 

| Item 1. | Description of Business |
|---------|-------------------------|

 

| Item 2. | Description of Property |
|---------|-------------------------|

 

| Item 3. | Legal Proceedings |
|---------|-------------------|

 

| Item 4. | Submission of Matters to a Vote of Security-Holders |
|---------|-----------------------------------------------------|

 

 

|   | **PART II** |
|--------|-------------|

 

| Item 5. | Market for Common Equity and Related Stockholder Matters |
|---------|----------------------------------------------------------|

 

| Item 6. | Management's Discussion and Analysis or Plan of Operation |
|---------|-----------------------------------------------------------|

 

| Item 7. | Financial Statements |
|---------|----------------------|

 

Item 8.       Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

| Item 8A. | Controls and Procedures |
|----------|-------------------------|

 

|   | **PART III** |
|--------|--------------|

 

| Item 9. | Directors and Executive Officers |
|---------|----------------------------------|

 

| Item 10. | Executive Compensation |
|----------|------------------------|

 

| Item 11. | Security Ownership of Certain Beneficial Owners and Management |
|----------|----------------------------------------------------------------|

 

| Item 12. | Certain Relationships and Related Transactions |
|----------|------------------------------------------------|

 

| Item 13. | Exhibits and Reports on Form 8-K |
|----------|----------------------------------|

 

| Item 14. | Principle Accountant Fees and Services |
|----------|----------------------------------------|

 

 

 

 

(2(

 

 

 

FORWARD-LOOKING STATEMENTS

 

THIS ANNUAL REPORT ON FORM 10-KSB INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED (THE"SECURITIES ACT"), AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS, "MAY," "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE" OR "CONTINUE" OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS FORM 10-KSB, INCLUDING WITHOUT LIMITATION, THE STATEMENTS UNDER "BUSINESS," "PROPERTIES," "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXPLORATION--LIQUIDITY AND CAPITAL RESOURCES" AND "MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS" LOCATED ELSEWHERE HEREIN REGARDING THE FINANCIALPOSITION AND LIQUIDITY OF MATRIX ENERGY SERVICES CORP.

("THE COMPANY"),  ITS ABILITY TO SERVICE ITS INDEBTEDNESS, ITS STRATEGIC PLANS INCLUDING, ITS ABILITY TO LIST ITS STOCK ON THE OVER THE COUNTER ELECTRONIC BULLETIN BOARD (OTC-EBB) AND OTHER MATTERS, ARE FORWARD-LOOKING STATEMENTS.  ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS WITH RESPECT TO ANY SUCH FORWARD-LOOKING STATEMENTS, INCLUDING CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS FORM 10-KSB, INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-KSB. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS ACTING ON ITS BEHALF AREEXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS.

 

**PART I**

 

**ITEM 1. DESCRIPTION OF BUSINESS**

 

Corporate History

 

Matrix Energy Services Corp., (“the Company”) and its subsidiaries and predecessors, unless the context indicates otherwise, was organized under the laws of the State of Colorado on October 31, 1979 under the name Imperial Energy Corp.  During its history, the Company has changed its name several times. At different times the Company has been known as Imperial Energy Corp., Funscape Corp., Oil Retrieval Systems, Inc., Titan Energy Corp., Inc. and Power Exploration, Inc. The Company changed its domicile to Nevada on May 31, 1998 through a merger of Titan Energy Corp., Inc., a Colorado Corporation, with a Nevada corporation bearing the name Power Exploration, Inc.   In May 2002, the Company changed to the present name of Matrix Energy Services Corporation.  Current management obtained controlling ownership of the Company in July 2005.

 

The Company has had no operations since September 2004.  The Company is currently looking for a business opportunity.  The Company intends to take advantage of any reasonable 

 

(3(

 

 

business proposal presented which management believes will provide the Company and its stockholders with a viable business opportunity.  The board of directors will make the final approval in determining whether to complete any acquisition, and unless required by applicable law, the articles of incorporation, bylaws or by contract, stockholders’ approval may not be sought.

 

The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred.

 

Currently, management is not able to determine the time or resources that will be necessary to complete the participation in or acquisition of any future business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any participation in or the acquisition of any business prospect, will be profitable.

 

**ITEM 2. DESCRIPTION OF PROPERTY**

 

The Company currently operates from the office of the Company's legal counsel and pays no rent or expenses.

 

**ITEM 3. LEGAL PROCEEDINGS**

 

On May 2, 2003, a default judgment was issued against the Company for nonpayment of services by an operator in the amount of $128,000 plus interest at 10% and court costs. The Company was not aware of their judgment until late October 2004, and a liability has been recorded in accrued liabilities in the amount of $180,406 including accrued interest of $52,406.  During the first quarter of the fiscal year the debt was resolved and has been removed from the books and records of the Company with a gain relized of $180,406.

 

**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**

 

None.

 

**PART II**

 

**ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND****RELATED STOCKHOLDER MATTERS**

 

The Company's common stock is quoted on the OTC Bulletin Board of the National 

 

(4(

 

 

Association of Securities Dealers, Inc. (the "NASD") under the symbol "MXSVES".   As of January 11, 2008, the Company had approximately 2,500 shareholders of record.

 

The following table represents the range of the high and low bid prices of the Company’s stock as reported by the OTC Bulletin Board Historical Data Service.  These quotations represent prices between dealers and may not include retail markups, markdowns, or commissions and may not necessarily represent actual transactions. The Company cannot ensure that an active public market will develop in its common stock or that a shareholder may be able to liquidate his investment without considerable delay, if at all.

 

|  

Year |  

Quarter Ended                                |  

High                 |  

Low                  |
|--------------|------------------------------------------------------|------------------------------|------------------------------|
|  

2005 |  

March 31

June 30

September 30

December 31 |  

$0.05

.03

.04

.02 |  

$0.01

.02

.01

.01 |
|  

2006 |  

March 31

June 30

September 30

December 31 |  

$0.05

.02

.02

.02 |  

$0.02

.02

.02

.02 |
|  

2007 |  

March 31

June 30

September 30              |  

$0.02

.02

.02      |  

$0.02

.02

.02      |

 

The Company shares are subject to section 15(g) and rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rule provides that any equity security is considered to be a penny stock unless that security is; registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation from the NASDAQ stock market; issued by a registered investment company; excluded from the definition on the basis of price at least $5.00 per share or the issuer’s net tangible assets.  The Company’s shares are deemed to be penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to personsother than established customers and accredited investors.  Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors.

 

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such security and must have received the purchaser’s written consent to the transaction prior to the purchase.  Additionally, for the transaction involving a penny stock, other rules apply.  Consequently, these rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.

 

(5(

 

 

Dividends.

The Company has not declared any cash dividends with respect to its common stock, and does not intend to declare dividends in the foreseeable future. The present intention of management is to utilize all available funds for the development of the Company's business. There are no material restrictions limiting, or that are likely to limit, the Company's ability to pay dividends on its common stock.

 

The following is a list of all securities sold by the Company within the period covered by this report, including, where applicable, the identity of the person who purchased the securities, title of the securities, and the date sold.

 

In June 2005, Portsmith Partners of Nevada, Inc, (“Portsmith”) acquired 49,135,815 shares of the Company’s common stock from MorOil, Inc.   There were no further issuances and no change to the amount of outstanding common shares.

 

**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The following discussion highlights the Company's performance and it should be read in conjunction with the financial statements (including related notes) accompanying this Report. Certain statements contained herein may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those expectations due to changes in global politics, economics, business, competitors, competition, markets and regulatory factors. More information about these factors has been or will be contained in the Company’s  filings with the Security and Exchange Commission.

 

**Results of Operations**

 

During the year ended September 30, 2004, the operator of the Company's oil and gas wells foreclosed on the Company's oil and gas properties due to two years of non-payment of operating and related expenses. Currently the Company is actively seeking possible merger and acquisition opportunities. The Company has had no operations since September 9, 2004, other than certain general and administrative expenses. At this time, there has been no business identified which will be acquired or started.

 

The Company incurred a net gain for the fiscal year ended September 30, 2007 of $137,760 as compared to a net loss of $47,321 for the fiscal year ended September 30, 2006. At September 30, 2007, the Company had a deficit net worth of $47,255,162 and negative working capital of $329,745. These factors create substantial doubt about the Company’s ability to continue as a going concern.

 

General and administrative expenses were $16,470 in September 2007 compared to $26,134 

 

(6(

 

 

in September 2006.  This decrease was principally due to decrease of the operations of the company. 

 

The interest expense was $26,176 in September 2007 compared to $21,188 for September 2006.  The increase is primarily the result of the Company having to borrow to pay expenses.

 

**Liquidity and Capital Resources**

 

As of September 30, 2007, the Company has minimal assets and is currently in the process of looking for business opportunities to merge with or acquire.  At minimum, the Company will need to raise additional capital through private funding to meet the financial needs of being a reporting company.  Historically, the Company has been successful in raising operational capital.  There is no guarantee that the Company will be successful in obtaining necessary funding to develop any business opportunities.

 

Management anticipates that the Company will incur more costs including legal and accounting fees to locate and complete a merger or acquisition.  At the present time the Company does not have the assets to meet these financial requirements.  Additionally, the Company does not have substantial assets to entice potential business opportunities to enter into transactions with the Company.  

 

It is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge.  Management of the Company will be investigating various business opportunities.  These efforts may cost the Company not only out of pocket expenses for its management, but also expense associated with legal and accounting costs.  There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.

 

If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity’s profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such acquisition.  Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company’s shareholders as it has only limited capital and no operations.

 

Need for Additional Financing for Growth

 

The growth of the Company's business will require substantial capital on a continuing basis, and there is no assurance that any such required additional capital will be available on satisfactory terms and conditions, if at all. Failure to obtain any required additional financing could materially adversely affect the growth, cash flow and earnings of the Company. In addition, the Company's pursuit of additional capital could result in the incurrence of additional debt or potentially dilutive issuances of additional equity securities.          

 

The Company's ability to meet any future debt service obligations will be dependent upon the Company's future performance, which will be subject to its future acquisitions and/or mergers, the Company's level of production, general economic conditions and financial, business and other factors affecting the operations of the Company, many of which are beyond its control.

 

 

(F-1(

 

 

**ITEM 7. FINANCIAL STATEMENTS** 

 

(a) The following financial statements of the Company and its subsidiaries have been filed as part of this report:

 

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

 

Balance Sheets as of September 30, 2007 and 2006 .................. . . . . . . . . . . . . . . . . . . . . . F-3

 

Statements of Operations for the Years ended September 30, 2007 and 2006 ................. . . F-3

 

Statements of Stockholders' (Deficit) and Comprehensive Loss for the years 

ended September 30, 2007 and 2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

 

Statements of Cash Flows for the years ended September 30, 2007 and 2006 ................ . . F-6

 

Notes to Financial Statements .................. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-7

 

(F-1(

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Matrix Energy Services Corporation 

Layton, Utah

 

We have audited the accompanying consolidated balance sheets of Matrix Energy Services Corporation as of September 30, 2007 and 2006, and the related statements of operations, stockholders' (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 audits provide 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 Matrix Energy Services Corporation as of September 30, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with United States generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has suffered recurring losses from operations and its limited capital resources raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Killman, Murrell & Company, P.C.

KILLMAN, MURRELL & COMPANY, P.C.

Odessa, Texas

January 11, 2008

 

 

 

 

 

(F-1(

 

 

MATRIX ENERGY SERVICES CORPORATION

BALANCE SHEETS

|  

                                                                                                                                                                                 |  

September 30,

2007        |  

September 30,

2006        |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------|
|  

Current Assets                                                                                                                                                                        |  

                      |  

                      |
|  

Cash                                                                                                                                                                                  |  

$           4,100          |  

$                   -      |
|  

Total Current Assets                                                                                                                                                                  |  

$           4,100          |  

$                   -      |
|  

                                                                                                                                                                                 |  

                      |  

                      |
|  

Liabilities and Stockholders’ (Deficit)                                                                                                                                          |  

                      |  

                      |
|  

                                                                                                                                                                                 |  

                      |  

                      |
|  

Current Liabilities                                                                                                                                                                   |  

                      |  

                      |
|  

Accounts Payable                                                                                                                                                                      |  

$         14,889           |  

$          195,402         |
|  

Accrued Interest Payable                                                                                                                                                              |  

52,407                     |  

26,499                     |
|  

Notes Payable - Note 2                                                                                                                                                                |  

266,549                    |  

245,604                    |
|  

Total Current Liabilities                                                                                                                                                             |  

333,845                    |  

467,505                    |
|  

                                                                                                                                                                                 |  

                      |  

                      |
|  

Stockholders’  (Deficit)                                                                                                                                                         |  

                      |  

                      |
|  

Common Stock; $.001 Par Value; 500,000,000                   Shares Authorized;  92,667 Shares Issued and 

Outstanding as of September 30, 2007 and 2006,               respectively |  

 

 

 

93 |  

 

 

 

93 |
|  

Additional Paid-In Capital                                                                                                                                                            |  

46,925,323                 |  

46,925,323                 |
|  

Retained Deficit                                                                                                                                                                      |  

(47,255,161)               |  

(47,392,921)               |
|  

Total Stockholders’(Deficit)                                                                                                                                                     |  

(329,745)                  |  

(467,505)                  |
|  

Total Liabilities & Stockholders’ (Deficit)                                                                                                                                  |  

$              4,100       |  

$                     -    |

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

MATRIX ENERGY SERVICES CORPORATION

STATEMENTS OF OPERATIONS

|  

                                                                                   |  

September 30,

2007   | style='padding:0in 6.0pt 0in 6.0pt'>
 

September 30,

2006 |
|-------------------------------------------------------------------------------------------------|-------------------------------|------------------------------------------------------------------|
|                                                                                            |                          |                                                             |
|  

EXPENSES                                                                                |  

                 |  

                                                    |
|  

GENERAL & ADMINISTRATIVE                                                            |  

$              16,470 |  

$          26,134                                        |
|  

                                                                                   |  

.                     |  

.                                                        |
|  

TOTAL GENERAL ADMINISTRATIVE                                                            |  

16,470                |  

26,134                                                   |
|  

LOSS BEFORE OTHER INCOME                                    (EXPENSES) AND INCOME TAXES |  

 

(16,470)      |  

 

(26,134)                                         |
|  

                                                                                   |  

                 |  

                                                    |
|  

OTHER INCOME (EXPENSES)                                                                 |  

                 |  

                                                    |
|  

                                                                                   |  

                 |  

                                                    |
|  

Interest                                                                                |  

26,176                |  

50,488                                                   |
|  

Gain on Settlement of Debt                                                              |  

180,406               |  

-                                                        |
|  

GAIN (LOSS) BEFORE INCOME TAXES                                                         |  

137,760               |  

(76,621)                                                 |
|  

                                                                                   |  

                 |  

                                                    |
|  

INCOME TAXES - Note 3                                                                   |  

-                     |  

-                                                        |
|  

NET GAIN (LOSS)                                                                         |  

$         137,760     |  

$       (76,621)                                         |
|  

                                                                                   |  

                 |  

                                                    |
|  

WEIGHTED AVERAGE NUMBER OF SHARES                  OUTSTANDING                          |  

 

92,667        |  

 

92,667                                           |
|  

NET GAIN (LOSS) PER SHARE:                                                              |  

$                1.48 |  

$                (0.83)                                  |

 

 

The accompanying notes are an intregal part of these financial statements

 

 

 

MATRIX ENERGY SERVICES CORPORATION

STATEMENTS OF CASH FLOWS

|  

                                                                             |  

For the Years Ended 

September 30,          |
|-------------------------------------------------------------------------------------------|------------------------------------------------------|
| style='padding:0in 6.0pt 0in 6.0pt'>
 

                                        |  

2006                                         |  

2006 |
|  

Cash Flows from Operating Activities:                                             |  

                                        |  

  |
|  

Net Gain (Loss)                                                                   |  

$      137,760 |  

$         (76,621) |
|  

Adjustments to Reconcile Net Gain (Loss) to Net Cash 

From Operating Activities: |  

                                        |  

 

  |
|  

Gain on Settlement of Debt                                                        |  

(180,406)                                    |  

- |
|  

Changes in Operating Assets and Liabilities:                                      |                                                 |  

  |
|  

Accounts Payable                                                                  |  

(107)                                        |  

(20,367) |
|  

Accrued Interest Payable                                                          |  

25,908                                       |  

21,188 |
|  

                                                                             |  

.                                            |  

. |
|  

Net Cash Provided (Used) by Operating Activities                                  |  

(16,845)                                     |  

(35,066) |
|  

Cash Flows from Investing Activities                                              |  

                                        |  

  |
|  

Net Cash Provided (Used) by Investing Activities                                  |  

-                                            |  

- |
|  

Cash Flows from Financing Activities                                              |  

                                        |  

  |
|  

Notes Payable Borrowings                                                          |  

20,945                                       |  

34,854 |
|  

Net Cash Provided By Financing Activities                                         |  

20,945                                       |  

34,854 |
|  

                                                                             |  

                                        |  

  |
|  

Increase (Decrease) in Cash                                                       |  

4,100                                        |  

(212) |
|  

Cash, Beginning of Year                                                           |  

-                                            |  

212 |
|  

Cash, End of Year                                                                 |  

$       4,100                                |  

$             - |
|  

                                                                             |  

                                        |  

  |
|  

 

 

 

                                                     |

 

 

 

 

 

|  

MATRIX ENERGY SERVICES CORPORATION

STATEMENTS OF CASH FLOWS

For the Years Ended September 30, 2007 and 2006

(Continued) |
|------------------------------------------------------------------------------------------------------------------------------------|
|  

                                                                                                                      |  

2007 |  

2006 |
|  

Supplemental Disclosure                                                                                                    |  

  |  

  |
|  

Interest Paid                                                                                                              |  

$              - |  

$          - |
|  

                                                                                                                      |  

  |  

  |
|  

Income Taxes Paid (Including Interest & Penalties)                                                                     |  

$               - |  

$                 - |
|  

                                                                                                                      |  

  |  

  |

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

MATRIX ENERGY SERVICES CORPORATION

STATEMENTS OF STOCKHOLDERS' (DEFICIT)

For the Year From September 30, 2005 to September 30, 2007

|  

                                   |  

 

 

Common Stock

Shares          Amount |  

 

 

Additional Paid-In Capital |  

 

 

Retained

Deficit |  

 

 

 

Total |
|-------------------------------------------------|--------------------------------------------------------------|----------------------------------------------------|-------------------------------------------|---------------------------------------|
|  

                                   |
|  

 

BALANCE, SEPTEMBER 30, 2005     |  

 

92,667,217                                   |  

 

$   185,334                        |  

 

$   46,740,082            |  

 

$  (390,884)          |  

 

$   (47,316,300) |
|  

 

Net Loss                        |  

 

-                                            |  

 

-                                  |  

 

-                         |  

 

(76,621)              |  

 

(76,621) |
|  

 

BALANCE, SEPTEMBER 30 2006      |  

 

92,667,217                                   |  

 

185,334                            |  

 

46,740,082                |  

 

(467,505)             |  

 

(47,392,921) |
|  

 

Reverse Stock Split: 1 for 1000 |  

 

(92,574,550)                                 |  

 

(185,149)                          |  

 

185,149                   |  

 

-                     |  

 

- |
|  

Change in Par Value from $.002 to $.001 |  

-                                                    |  

(92)                                       |  

92                                |  

-                             |  

- |
|  

 

AS RESTATED, SEPTEMBER 30, 2006 |  

 

92,667                                       |  

 

93                                 |  

 

46,925,323                |  

 

(467,505)             |  

 

(47,392,921) |
|  

Net Loss                                |  

-                                                    |  

-                                          |  

-                                 |  

137,760                       |  

137,760 |
|  

 

BALANCE, SEPTEMBER 30, 2007     |  

 

92,667                                       |  

 

$             93                   |  

 

$  46,925,323             |  

 

$  (329,745)          |  

 

$   (47,255,161) |

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

MATRIX ENERGY SERVICES CORPORATION

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Historically, Matrix Energy Services Corporation (“the Company”) has engaged primarily in the acquisition, development and exploration for and sale of oil and gas in the state of Texas.****Currently, the Company's purpose is to engage in any lawful corporate activity, including possible merger and acquisition opportunities.

 

During the year ended September 30, 2004, the Company ceased its oil and gas operations issuing over 41,000,000 shares of the Company’s common stock in payment of its debts.  At that time, the Company began to actively seek a suitable business to be a merger candidate for the Company.

 

Effective June 16, 2005, the Company’s controlling shareholder sold its 49,135,815 shares of the Company’s common stock to Portsmith Partners of Nevada, Inc.  At that time all of the Company’s officers and directors changed.

 

The Company is attempting to locate a business for the purpose of merging that company (the "Target Company") into the Company. It is possible that the Target Company will become a wholly owned subsidiary of the Company, or it may sell or transfer assets into the Company and not merge. The Company can offer no assurance that it will be successful in locating and merging with, or acquiring another entity.

 

Revenue Recognition

 

The Company has no source of revenues.

 

Cash and Cash Equivalents

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

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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 date. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

As of September 30, 2007 and 2006, the Company's financial instruments were cash, accounts payable and short term debt. The carrying amounts of cash, accounts payable and short-term debt approximated their fair value due to the relatively short maturity of these instruments.

 

 

 

 

Matrix Energy Services Corporation

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Taxes

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

 

Concentration of Credit Risk

The Company places its cash in what it believes to be credit-worthy financial institutions. However, cash balances may exceed FDIC insured levels at various times during the year.

 

Net (Loss) Per Share of Common Stock.  Per share amounts have been computed based on the weighted average number of common shares outstanding during the period. Potential common stock has been excluded from the computation of earnings per share since the inclusion of options and warrants would be anti-dilutive.

 

 

 

 

 

 

 

 

 

 

 

 

Matrix Energy Services Corporation

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

 

In May 2005, the financial Accounting Standards Board (“FASB”) issued SFAS No. 154 “Accounting Changes and Error corrections” (SFAS NO. 154"), which replaces APB Opinion No.  20, “Accounting Changes, and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”, which requires that a voluntary change in accounting principle be applied retrospectively to all prior period financial statements presented, unless it is impractical to do so.  SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate effected by a change in accounting principle, and also provides that correction of errors in previously issued financial statements should be termed a “restatement”.  SFAS No. 154 is effective for fiscal years beginning after December 15, 2005.  Management ofthe Company does not believe the adoption of SFAS No. 154 will have a material impact on its financial statements.

 

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS No. 123R”).  SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options and purchase under employee stock purchase plans, to be recognized as operating expense in the income statement.  The cost is recognized over the requisite service period based on fair valued measured on grant dates, and the new standard may be adopted using either the modified prospective transition method or the modified retrospective transition method.  In April 2005, the SEC approved a change in the effective date of SFAS No. 123R for public companies to be effective in the annual, rather than interim, periods beginning after June 14, 2005.  SFAS No. 123R is effective for the Company beginning July 1, 2005.  In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB No. 107")“Share-Based Payment”, which expressed views of the SEC regarding the interaction between SFAS No. 123R and certain SEC rules and regulations.  SAB No. 107 also provides the SEC’s views regarding the valuation of share-based payment arrangements for public companies.  Management of the Company does not believe the adoption of SFAS No. 123R will have a material impact on its financial statements.

 

 

 

 

 

 

(((((((o((((((((

 

 

MATRIX ENERGY SERVICES CORPORATION

Notes to Financial Statements

September 30, 2007 and 2006

NOTE 2: NOTES PAYABLE

Notes payable at September 30, 2007 and 2006 consist of the following:

|  

                     |  

2007                |  

2006            |
|-----------------------------------|-----------------------------|-------------------------|
|  

Note Payable  - (a)       |  

$****10,750         |  

$        10,750 |
|  

Note Payable - (b)****    |  

200,000             |  

200,000         |
|  

Note Payable - (c)        |  

6,260               |  

6,260****       |
|  

Note Payable - (d)        |  

28,594              |  

28,594          |
|  

Note Payable - (e)

Total |  

20,945

$   266,549 |  

-

$   245,604  |

 

a) The Company is indebted to Global Funding Group, Inc. under the terms of a 10%  promissory note dated July 1, 2005.  The monies were loaned to the company prior to the change in shareholder control.  Interest was accrued on the note in the approximate amount of $1,077 and $1,343 for the year ended September 30, 2007, 2006, respectively.  The balance plus accrued interest is due on demand.

 

b) The Company executed a ten percent (10%) promissory note to a consulting firm in the amount of $200,000.  The note is convertible into shares of the Company’s common stock at the conversion price of par value per share, provided such conversion cannot result in the issuance of control to any one person.  Interest in the approximate amount of $20,704 and $25,039 has been accrued for the year ended September 30, 2007, 2006, respectively.  The balance plus accrued interest is due on demand.

 

c) The Company executed two 10% convertible promissory notes to an unrelated third party who advanced money to the Company to pay expenses.  The notes are convertible into shares of the Company’s common stock at the conversion price of par value per share, provided such conversion does not result in the issuance of control to any one person.  Interest accrued on both notes for the years ended September 30, 2007, 2006 in the amounts of $641 and $116, respectively.

 

d) The Company executed a 10% convertible promissory note to an unrelated third party who has advanced monies for expenses paid primarily to the Company’s auditors.  The notes are convertible into shares of the Company’s common stock at the conversion price of par value per share, provided such conversion does not result in the issuance of control to any one person.  Interest has accrued on this note for the period ended September 30, 2007 in the amount of $2,865.

 

e) The Company executed a 18% convertible promissory note to an unrelated third party who has advanced monies for expenses paid primarily to the Company’s auditors.  The notes are convertible into shares of the Company’s common stock at the conversion price of par value per share, provided such conversion does not result in the issuance of control to any one person.  Interest has accrued on notes for year ended September 30, 2007 in the amount of $622.

 

 

(((((((o((((((((

 

 

MATRIX ENERGY SERVICES CORPORATION

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 3: INCOME TAXES 

The components of the provision for income taxes are as follows:September 30,

 

|  

Current Tax Expense                            |  

2007                    |  

2006                    |
|--------------------------------------------------------|---------------------------------|---------------------------------|
|  

U.S. Federal                                   |  

$             -         |  

$             -         |
|  

State and Local                                |  

-                       |  

-                       |
|  

Total Current                                  |  

$             -         |  

$             -         |
|  

Deferred Tax Expense                           |  

                   |  

                   |
|  

U.S. Federal                                   |  

$             -         |  

$             -         |
|  

State and Local                                |  

-                       |  

-                       |
|  

Total Deferred                                 |  

$             -         |  

$             -         |
|  

Total Tax Provision from Continuing Operations |  

 

$             - |  

 

$             - |

 

The reconciliation of the effective income tax rate to the Federal statutory rate is as follows:

|  

                                    |  

2007  |  

2006  |
|--------------------------------------------------|---------------|---------------|
|  

Federal Income Tax Rate                  |  

(34%) |  

(34%) |
|  

Deferred Tax Charge (Credit)             |  

-     |  

-     |
|  

Effect of Valuation Allowance            |  

34%   |  

34%   |
|  

State Income Tax, Net of Federal Benefit |  

-     |  

-     |
|  

Effective Income Tax Rate                |  

0.0%  |  

0.0%  |

At September 30, 2007, the Company had net carry-forward losses of approximately $30,433,000. A valuation allowance equal to the tax benefit for deferred taxes has been established due to the uncertainty of realizing the benefit of the tax carry-forward.  

 

 

 

(((((((o((((((((

 

 

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 3: INCOME TAXES (CONTINUED)

 

Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

|  

                             |  

September 30, 2007    |  

September 30, 2006     |
|-------------------------------------------|-------------------------------|--------------------------------|
|  

Deferred Tax Assets (Liabilities) |  

                 |  

                  |
|  

Loss Carry-forwards               |  

$   14,700,000        |  

$    14,715,000        |
|  

Net Tax Assets                    |  

14,700,000            |  

14,715,000             |
|  

Less: Valuation Allowance         |  

(14,700,000)          |  

(14,715,000)           |
|  

Net Deferred Tax Assets           |  

$                   - |  

$                    - |

 

Net tax operating loss carry-forwards expire in 2007 through 2020 as follows:

|  

September 30, |
|-----------------------|
|  

2007          |  

$        65,000 |
|  

2009          |  

16,000 |
|  

2010          |  

3,000 |
|  

2011          |  

28,000 |
|  

2012          |  

303,000 |
|  

2013          |  

2,329,000 |
|  

2014          |  

3,901,000 |
|  

2015          |  

17,612,000 |
|  

2016          |  

772,000 |
|  

2017          |  

2,330,000 |
|  

2018          |  

2,460,000 |
|  

2019          |  

296,000 |
|  

2020          |  

241,000 |
|  

2021

   |  

77,000

$   30,433,000 |

 

 

(((((((o((((((((

 

 

MATRIX ENERGY SERVICES CORPORATION

Notes to Financial Statements

September 30, 2007 and 2006

 

NOTE 4: COMMITMENTS AND CONTINGENCIES 

 

On May 2, 2003, a judgment was issued against the Company for nonpayment of services in the amount of $128,000 plus interest at 10% and court costs. The Company was made aware of their judgment in late October 2004, and a liability has been recorded in accrued liabilities in the amount of $180,406 including accrued interest of $52,406.  During the first quarter of the fiscal year the debt was resolved and has been removed from the books and records of the Company, resulting in a gain of $180,406.

 

NOTE 5: GOING CONCERN

The accompanying financial statements have been prepared assuming the company will continue as a going concern. As of September 30, 2007, the Company has a working capital deficit, of $329,745 and an accumulated deficit of $47,255,161. Based upon the Company's plan of operation, the Company estimates that existing resources will not be sufficient to fund the Company's working capital deficit. The Company is actively seeking additional equity financing. There can be no assurances that sufficient financing will be available on terms acceptable to the Company or at all. If the Company is unable to obtain such financing, the Company will be forced to further scale back operations, which would have an adverse effect on the Company's financial condition and results of operation.

 

NOTE 6:  COMMON STOCK

On October 25, 2007, subsequent to the balance sheet date, the Company’s Board of Directors authorized a 1-for-1,000 reverse stock split and reduced the par value of its common stock from $.002 to $.001 effective September 14, 2007.  Accordingly, all references to number of common shares and per share date in the accompanying financial statements have been adjusted to reflect the reverse stock split on a retroactive basis.

 

Stockholders’ equity reflects the reverse stock split by reclassifying from “Common Stock” to Additional Paid In Capital” an amount equal to the par value of the shares reversed.  All fractional shares are being rounded up.  No certificate greater than five hundred shares will be reversed below five hundred shares.

|   | September 30, |
|--------|---------------|

|   | 2007 | 2006    |
|--------|------|--------------|

 

|   | Weighted average number of common shares |
|--------|------------------------------------------|

|   | Outstanding prior to reverse stock split | 92,667,217 | 92,667,217 |
|--------|------------------------------------------|------------|------------|

 

|   | 1-for 1,000 Reverse stock split | (92,574,550) | (92,574,550) |
|--------|---------------------------------|--------------|--------------|

 

|   | Weighted average number of common shares |
|--------|------------------------------------------|

|   | Outstanding subsequent to reverse stock split | 92,667 | 92,667 |
|--------|-----------------------------------------------|--------|--------|

 

 

((((

 

 

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

 

For the fiscal year ended September 30, 2007, the Company has no changes or disagreements on the accounting and financial disclosures made by Killman, Murrell & Company, P.C.

 

**ITEM 8A.  CONTROLS AND PROCEDURES**

 

(a) Evaluation of disclosure controls and procedures.  The Company’s principal executive officer and its principal financial officer, based on their evaluation of the Company’s disclosure controls over financial reporting and procedures (as defined in Exchange Act Rules 13a-14c)) as of a date within 90 days prior to the filing of this Annual Report on Form 10-KSB, have concluded that the Company’s disclosure controls over financial reporting  and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

 

(b) Changes in internal controls over financial reporting.  There were no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect the Company’s internal controls subsequent to the date of their evaluation.                

 

**ITEM 8B.****OTHER INFORMATION**

 

Reports filed on 8-K.  The following reports were filed on a Form 8-K during the fiscal year and subsequent to year end.

 

None.

 

 

**PART III**

 

 

**ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

The following information is furnished with respect to the Company's Board of Directors and executive officers.  There are no family relationship between or among any of the Company's directors or executive officers.  On June 2, 2005, James Anderson was appointed to the Board of Directors to fill the vacancies created by the resignation of M. O. Trey Rife, III and Joe Bill Bennett.   On June 30, 2005, Mark Zouvas resigned. Mr. Zouvas has no disputes with the company and is leaving to pursue other ventures.  Mr. Anderson will remain the sole director of the Company. 

 

 

((((

 

 

**Directors and Executive Officers**

|  

 

Name                                                         |  

Age

(2007)        |  

Director 

Since |  

 

Position with the Company |
|------------------------------------------------------------------------------|----------------------------|--------------------------|-------------------------------------------|
|  

James Anderson

378 North Main Street, Suite 124

Layton, Utah 84041 |  

49

 

  |  

2005             |  

President, CEO and Director       |

 

**James Anderson**, Director and CEO. Mr. Anderson owns James Corporation which has  two subsidiaries, a golf company and a computer company. Prior to that, he was the owner and operator of a restaurant and gaming club and owned a retail computer store all located in Salt Lake City, Utah. Mr. Anderson also has over 22 years experience in the computer industry. He has owned and operated his various business interests for the last 24 years. He spent 6 years in the U.S. Army. 

 

Mr. Anderson is a director of one other public company at this time. There is no employment contract between Mr. Anderson and the Company at this time.

 

Section 16(a) Beneficial Ownership Reporting Compliance.

 

To the knowledge of management, one Form 3 has been filed late by the director and CEO of the Company and one Form 3 has been filed late by an "affiliate" of the Company.

 

**ITEM 10. EXECUTIVE COMPENSATION**

 

Compensation of Executive Officers and Directors

 

During the current fiscal year, no one in the Company's management received more than $60,000 in compensation. 

 

Employment Agreements and Other Compensation Arrangements

 

There are currently no agreements with members of management as to employment or compensation.

 

Compensation of Non-Employee Directors

There is currently no compensation paid to non-employment directors.

 

Compensation of Directors.

 

The Company currently has no plan for compensation of its directors.

 

SUMMARY COMPENSATION TABLE

 

(23(

 

 

The following tables set forth certain summary information concerning the compensation paid or accrued for each of the Company’s last three completed fiscal years to the Company’s or its principal subsidiaries chief executive officer and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at September 30, 2007, the

end of the Company’s last completed fiscal year):

 

|   | Long Term Compensation |
|--------|------------------------|

 

|   | Annual Compensation | Awards | Payouts |
|--------|---------------------|--------|---------|

 

|  

 

Name and Principal Position                |  

 

 

 

Year       |  

 

 

 

Salary |  

 

 

Bonus ($) |  

 

Other Annual Compen-

sation |  

 

Restricted Stock Awards |  

 

 

Options /SARs |  

 

 

LTIP Payout |  

All Other Compen-sation  |
|------------------------------------------------------------|--------------------------------------------|----------------------------------------|-----------------------------------|----------------------------------------------|-----------------------------------------|---------------------------------------|-------------------------------------|----------------------------------|
|  

James Anderson, Pres                               |  

 

2007                       |  

 

-0-                    |  

 

-0-               |  

 

-0-                          |  

 

-0-                     |  

 

-0-                   |  

 

-0-                 |  

 

-0-              |
|  

James Anderson, Pres

 

James Anderson, Pres |  

 

2006

 

2005

  |  

 

-0-

 

-0-       |  

 

-0-

 

-0-  |  

 

-0-

 

-0-             |  

 

-0-

 

-0-        |  

 

-0-

 

-0-      |  

 

-0-

 

-0-    |  

 

-0-

 

-0- |
|  

Joe Bill Bennett, CEO                              |  

2004                               |  

-0-                            |  

-0-                       |  

-0-                                  |  

-0-                             |  

-0-                           |  

-0-                         |  

-0-                      |
|  

Joe Bill Bennett, CEO                              |  

2003                               |  

52,200                         |  

-0-                       |  

-0-                                  |  

-0-                             |  

-0-                           |  

-0-                         |  

-0-                      |

 

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

     The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of September 30, 2007, by (I) each director of the Company, (ii) each named executive officer in the Summary Compensation Table, (iii) each person known or believed by the Company to own beneficially five percent or more of the Common Stock and (iv) all directors and executive officers as a group. Unless indicated otherwise, each person has sole voting and dispositive power with respect to such shares.

 

|  

Name and Address

Of Beneficial Owner |  

Beneficial

Ownership |  

Percent of

Class |
|----------------------------------------------------|-------------------------------|---------------------------|

 

 

(24(

 

 

 

|  

Portsmith Partners of Nevada, Inc.

Las Vegas, NV                                                             |  

49,135 | style='padding:0in 6.0pt 0in 6.0pt'>
 

53.0%

  |
|-----------------------------------------------------------------------------------------------------------------------|----------------|------------------------------------------------------------|
|  

Officers and Directors 

As a Group (one)

James Anderson

378 North Main Street, Suite 124

Layton, UT 84041 |  

0      |  

0%                                                 |

~~ ~~

 

**ITEM  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

During the reported year the Company did not enter into any other transactions with management which are to be reported under this Item.

~~ ~~

| **ITEM  13.** | **EXHIBITS AND REPORTS ON FORM 8-K.** |
|---------------|---------------------------------------|

 

(a) Exhibits.  The following exhibits follow the signature page of this report.

|  

Exhibit No. |  

Page No. |  

Description                                                                                                                                                                                   |
|---------------------|------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

2.1         |  

-*-      |  

Plan of Reorganization and Change of Situs by which Titan Energy Corp., and Power Exploration, Inc. Changes Its Place of Incorporation                                                        |
|  

2.2         |  

-*-      |  

Agreement and Plan of Merger Between Power Exploration, Inc. (Nevada) and Power Exploration, Inc. (Colorado) . August 1, 1998                                                                 |
|  

2.3         |  

-*-      |  

Articles of Incorporator. Election of Officers and Directors of Power Exploration, Inc. (Nevada) . May 31, 1998                                                                               |
|  

2.4         |  

-*-      |  

Action by Incorporator. Election of Officers and Directors of Power Exploration, Inc.(Nevada) . May 1998                                                                                      |
|  

2.5         |  

-*-      |  

Special Action by the Executive Committee of Power Exploration, Inc. dated January 11, 1999 (Incorporated herein by reference from Exhibits to the Company's Form 8-K field January 19, 1999) |
|  

3.1         |  

-*-      |  

Articles of Incorporation of Imperial Energy dated October 31, 1979                                                                                                                           |
|  

3.2         |  

-*-      |  

Amendment to Articles of Incorporation dated June 26, 1984                                                                                                                                    |
|  

3.3         |  

-*-      |  

Amendment to Articles of Incorporation dated September 25, 1996                                                                                                                               |
|  

3.4         |  

-*-      |  

Minutes of Special Shareholders Meeting Changing Name to Oil Retrieval Systems, Inc. dated May 14, 1997                                                                                       |

 

 

(25(

 

 

 

|  

3.5    |  

-*-    |  

Amendment to Articles of Incorporation dated June 15, 1997, Changing Name to Oil Retrieval Systems, Inc                                                                                                                                                                         |
|----------------|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

3.6    |  

-*-    |  

By Laws of the Corporation                                                                                                                                                                                                                                                      |
|  

3.7    |  

-*-    |  

Articles of Incorporation of Power Exploration, Inc. (Nevada) dated May 14, 1998                                                                                                                                                                                                |
|  

3.8    |  

-*-    |  

By Laws of Power Exploration, Inc. (Nevada dated June 1, 1998                                                                                                                                                                                                                   |
|  

10.1   |  

32     |  

Convertible Debenture with Venture Resources, Inc. dated July 1, 2005.                                                                                                                                                                                                          |
|  

21.1   |  

-*-    |  

Subsidiaries of the Issuer                                                                                                                                                                                                                                                      |
|  

31.1   |  

29     |  

Written Statement of Chief Executive Officer and Chief Financial Officer with respect to compliance with Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                         |
|  

32.2   |  

31     |  

Written Statement of Chief Executive Officer and Chief Financial Officer with  respect to compliance with Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 and pursuant to 18 U.S.C. §1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 |
|  

  |  

  |  

                                                                                                                                                                                                                                                                           |

-*- Previously filed and incorporated herein by reference from the Form 10-KSB field January 14, 2000 by the Company. 

 

**ITEM 14.  PRINCIPLE ACCOUNTANT FEES AND SERVICES.**

 

Audit Fees

 

The aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the annual financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended September 30, 2007 and 2006 were $10,854 and $8,885  respectfully.       

 

Audit-Related Fees

 

The aggregate fees billed for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the financial statements, other than those previously reported in this Item 14, for the fiscal years ended September 30, 2007 and 2006 were $0 and $0, respectfully.

 

Tax Fees

 

The aggregate fees billed for assurance and related services by the principal accountant for tax 

 

(26(

 

 

preparation for the fiscal years ended September 30, 2007 and 2006 were $1,250 and $3,230, respectfully. 

 

All Other Fees

 

The Company’s Board of Directors functions as its audit committee.  All of the services described above in this Item 14 were approved in advance by the Board of Directors.         

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

**Matrix Energy Services Corporation**

 

|   | By: | /s/James Anderson |
|--------|-----|-------------------|

James Anderson

 

Dated: January 11, 2008

 

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

| SIGNATURE | TITLE | DATE |
|-----------|-------|------|

 

| /s/ James Anderson | President and Director |
|--------------------|------------------------|

| James Anderson | (Principal Executive and |
|----------------|--------------------------|

|   | Financial Officer) | January 11, 2008 |
|--------|--------------------|------------------|

 

 

 

(27(