0


UNITED
STATESSECURITIES AND EXCHANGE COMMISSION


Washington,
D.C.





FORM
10-KSB/A




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





For the fiscal year endedSeptember 30,
2007





[ ]
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. [ ]





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.




1


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 wherein
regarding the financial position 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 are expressly
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.





3


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 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 $193,206
including accrued interest of $65,206.





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





None.














4











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
Association of Securities Dealers, Inc. (the "NASD") under the symbol
"MXSV".   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
            Low2005
            March
      31
              June
      30
              September
      30
              December
      31
            $0.05
              .03
              .04
              .02
            $0.01
              .02
              .01
              .012006
            March
      31
              June
      30
              September
      30
              December
      31
            $0.05
              .02
              .02
              .02
            $0.02
              .02
              .02
              .022007
            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 persons other 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.





5


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.





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 49,139 post
split (49,135,815 pre split) 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.





6


The
Company incurred a net loss for the fiscal year ended September 30, 2007 of
$55,446 as compared to a net loss of $76,621 for the fiscal year ended September
30, 2006. At September 30, 2007, the Company had a deficit net worth of
$47,448,367 and negative working capital of $522,951. 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
in September 2006.  This decrease was principally due to decrease of
the operations of the company.





The
interest expense was $38,976 in September 2007 compared to $50,488 for September
2006.  The increase is primarily the result of the Company having to
borrow to pay expenses and accrued interest on the judgment.





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.





7


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.














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-4





Statements
of Cash Flows for the years ended September 30, 2007 and 2006 ................ .
F-5





Statements
of Stockholders' (Deficit) ended September 30, 2007 and 2006 .. . . . . . . . .
.. . .  . F-6





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











8













REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and Stockholders of


Matrix
Energy Services Corporation





We have
audited the accompanying 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 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-2








9


MATRIX
ENERGY SERVICES CORPORATION


BALANCE
SHEETS


ASSETS
            September
      30,
              2007
            September
      30,
              2006Current AssetsCash
            $           4,100
            $                   -Total
      Current Assets
            $           4,100
            $                   -LIABILITIES
      AND STOCKHOLDERS (DEFICIT)Current LiabilitiesAccounts
      Payable
            $         208,095
            $          195,402Accrued
      Interest Payable
            52,407
            26,499Notes
      Payable - Note 2
            266,549
            245,604Total
      Current Liabilities
            527,051
            467,505Stockholders’  (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
            93Additional
      Paid-In Capital
            46,925,323
            46,925,323Retained
      (Deficit)
            (47,448,367)
            (47,392,921)Total
      Stockholders’(Deficit)
            (522,951)
            (467,505)Total
      Liabilities & Stockholders’ (Deficit)
            $              4,100
            $                     -




















The
accompanying notes are an integral part of these financial
statements


F-3





10





MATRIX
ENERGY SERVICES CORPORATION


STATEMENTS
OF OPERATIONS


September
      30,
              2007
            September
      30,
              2006EXPENSESGENERAL
      AND ADMINISTRATIVE
            $              16,470
            $          26,134TOTAL
      GENERAL AND ADMINISTRATIVE
            16,470
            26,134LOSS
      BEFORE OTHER INCOME (EXPENSES) AND INCOME TAXES
            (16,470)
            (26,134)OTHER
      INCOME (EXPENSES)Interest
      Expense
            (38,976)
            (50,488)Gain
      on Settlement of Debt
            -
            -GAIN
      (LOSS) BEFORE INCOME TAXES
            (55,446)
            (76,621)INCOME
      TAXES - Note 3
            -
            -NET
      GAIN (LOSS)
            $         (55,446)
            $       (76,621)WEIGHTED
      AVERAGE NUMBER OF
      SHARES                  OUTSTANDING
            92,667
            92,667NET
      GAIN (LOSS) PER SHARE:
            $                (0.60)
            $                (0.83)















































The
accompanying notes are an integral part of these financial
statements


F-4





11


MATRIX
ENERGY SERVICES CORPORATION


STATEMENTS
OF CASH FLOWS


For
      the Years Ended
              September
      30,2007
            2006Cash Flows from Operating
      Activities:Net
      Gain (Loss)
            $(55,446)
            $(76,621)Adjustments
      to Reconcile Net Gain (Loss) to Net Cash
              From
      Operating Activities:Changes
      in Operating Assets and Liabilities:Accounts
      Payable
            (12,907)
            20,367Accrued
      Interest Payable
            25,908
            21,188Net
      Cash Provided (Used) by Operating Activities
            (16,845)
            (35,066)Cash Flows from Investing
      ActivitiesNet
      Cash Provided (Used) by Investing Activities
            -
            -Cash Flows from Financing
      ActivitiesNotes
      Payable Borrowings
            20,945
            34,854Net
      Cash Provided By Financing Activities
            20,945
            34,854Increase
      (Decrease) in Cash
            4,100
            (212)Cash,
      Beginning of Year
            -
            212Cash,
      End of Year
            $       4,100
            $             -


Supplemental
Disclosure


Interest
Paid                                                                                            
       $              -          $              -





Income Taxes
Paid                                                                                          $              -          $              -








The
accompanying notes are an integral part of these financial
statements


F-5




12


MATRIX
ENERGY SERVICES CORPORATION


STATEMENTS
OF STOCKHOLDERS' (DEFICIT)


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


Common Stock
              Shares          Amount
            Additional Paid-In Capital
            Retained
              Deficit
            TotalBALANCE,
      SEPTEMBER 30, 2005
              (as
      previously reported)
            92,667,217
            $   185,334
            $   46,740,082
            $  (47,316,300)
            $   (390,884)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, 2005
            92,667
            93
            46,925,323
            (47,316,300)
            (390,884)Net
      Loss
            -
            -
            -
            (76,621)
            (76,621)BALANCE,
      SEPTEMBER 30, 2006
            92,667
            93
            46,925,323
            (47,392,921)
            (467,505)Net
      Gain
            -
            -
            -
            (55,446)
            (55,446)BALANCE,
      SEPTEMBER 30, 2007
            92,667
            $             93
            $  46,925,323
            $  (47,448,367)
            $   (522,951)



























































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


F-6




13


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 49,136 post split
(49,135,815 pre split) 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.


F-7




14


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.





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 of the
Company does not believe the adoption of SFAS No. 154 will have a material
impact on its financial statements.























15


MATRIX
ENERGY SERVICES CORPORATION


Notes to
Financial Statements


September
30, 2007 and 2006





NOTE 1:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
Accounting Pronouncements (continued)





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.





In June
2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109
(FIN 48), which clarifies the accounting for uncertainty in tax positions. This
Interpretation requires that we recognize in our financial statements, the
impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 will be effective for us for fiscal year 2008, with the
cumulative effect, if any, of the change in accounting principle recorded as an
adjustment to opening retained earnings. Management has evaluated the impact of
this statement on the Company and determined that the adoption of FIN 48
will not have a material impact on the consolidated financial statements of the
Company.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”) which addresses how companies should measure
fair value when they are required to use a fair value measure
for recognition or disclosure purposes under generally accepted accounting
principles (“GAAP”). As a result of SFAS 157 there is now a common
definition of fair value to be used throughout GAAP. The FASB believes that the
new standard will make the measurement of fair value more consistent and
comparable and improve disclosures about those measures. SFAS 157 will be
effective for the Company for fiscal year 2009. Management is currently
evaluating the impact of the statement on the Company. Management does not
believe the adoption of SFAS 157 will have a material impact on its
consolidated financial statements.











16


MATRIX
ENERGY SERVICES CORPORATION


Notes to
Financial Statements


September
30, 2007 and 2006





NOTE 1:
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent
Accounting Pronouncements (continued)





In
September 2006, the SEC issued Staff Accounting Bulletin No. 108,
“Considering Effects of Prior Year Misstatements when Quantifying Misstatements
in Current Year Financial Statements” (“SAB 108”). SAB 108, which
became effective for fiscal year 2007 for the Company, provides guidance on the
consideration of the effects of prior period misstatements in quantifying
current year misstatements for the purpose of a materiality assessment.
SAB 108 requires an entity to evaluate the impact of correcting all
misstatements, including both the carryover and reversing effects of prior year
misstatements, on current year financial statements. If a misstatement is
material to the current year financial statements, the prior year financial
statements should also be corrected, even though such revision was, and
continues to be, immaterial to the prior year financial statements. Correcting
prior year financial statements for immaterial errors would not require
previously filed reports to be amended. Such correction should be made in the
current period filings. Management has evaluated the impact of adopting
SAB 108. The adoption of SAB 108 did not have a material impact on the
Company’s consolidated financial statements.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities — Including an Amendment of
FASB Statement No. 115” (“SFAS 159”). SFAS No. 159 permits
entities to choose to measure many financial instruments and certain other items
at fair value and is effective for fiscal years beginning after
November 15, 2007, or September 1, 2008 for the Company. Early
adoption is permitted as of the beginning of the previous fiscal year provided
that the entity makes that choice in the first 120 days of that fiscal year
and also elects to adopt the provisions of SFAS No. 157. The Company
is in the process of evaluating the impact of this pronouncement on its
consolidated financial statements.












































17





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
            2006Note
      Payable  - (a)
            $10,750
            $        10,750Note
      Payable - (b)
            200,000
            200,000Note
      Payable - (c)
            6,260
            6,260Note
      Payable - (d)
            28,594
            28,594Note
      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 years ended September 30, 2007 and 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 years ended September 30, 2007 and 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, and 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 an 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.






18


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
            2006U.S.
      Federal
            $             -
            $             -State
      and Local
            -
            -Total
      Current
            $             -
            $             -Deferred Tax ExpenseU.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
            2006Federal
      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.




















19


MATRIX
ENERGY SERVICES CORPORATION


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, 2006Deferred
      Tax Assets (Liabilities)Loss
      Carry-forwards
            $   14,734,000
            $    14,715,000Net
      Tax Assets
            14,734,000
            14,715,000Less:
      Valuation Allowance
            (14,734,000)
            (14,715,000)Net
      Deferred Tax Assets
            $                   -
            $                    -





Net tax
operating loss carry-forwards expire in 2007 through 2021 as
follows:


September 30,2007
            $        65,0002009
            16,0002010
            3,0002011
            28,0002012
            303,0002013
            2,329,0002014
            3,901,0002015
            17,612,0002016
            772,0002017
            2,330,0002018
            2,460,0002019
            296,0002020
            241,0002021
            77,000
              $   30,433,000








20




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 $193,206 including accrued
interest of $65,206.





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 $522,951 and an accumulated deficit of $47,448,367. 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                      92,66792,667











21


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





As of the end of the period covered by
this report, management, including the Company=s principal
executive officer and principal financial officer, conducted an evaluation of
the Company=s disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and Rule
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(Exchange Act), as of December 31, 2007.   Based on this
evaluation, our principal executive officer and principal financial officers
have concluded that our disclosure controls and procedures are designed to
provide reasonable assurance of achieving the Company=s objective
to ensure that the information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission=s rules and
it has been concluded that the disclosure of controls and procedures are
effective.








(b)
Changes in internal controls over financial reporting.





There
were no significant changes identified in connection with the evaluation that
occurred during the last fiscal quarter that materially affected or is
reasonably likely to materially affect the Company=s internal
control over financial reporting as required by Item 303(c) of Regulation
SB.











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.






















22











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 had no disputes with the company and left to pursue other
ventures.  Mr. Anderson remained the sole director of the
Company.





Directors and Executive
Officers





Name
            Age
              (2007)
            Director
              Since
            Position with the
CompanyJames
      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 not a director of any 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.





23


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





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-sationJames
      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-











24





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
              ClassPortsmith
      Partners of Nevada, Inc.
              Las
      Vegas, NV
            49,135
            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.
            Description2.1
            -*-
            Plan
      of Reorganization and Change of Situs by which Titan Energy Corp., and
      Power Exploration, Inc. Changes Its Place of
  Incorporation2.2
            -*-
            Agreement
      and Plan of Merger Between Power Exploration, Inc. (Nevada) and Power
      Exploration, Inc. (Colorado) . August 1, 19982.3
            -*-
            Articles
      of Incorporator. Election of Officers and Directors of Power Exploration,
      Inc. (Nevada) . May 31, 19982.4
            -*-
            Action
      by Incorporator. Election of Officers and Directors of Power Exploration,
      Inc.(Nevada) . May 19982.5
            -*-
            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,
  19793.2
            -*-
            Amendment
      to Articles of Incorporation dated June 26, 19843.3
            -*-
            Amendment
      to Articles of Incorporation dated September 25, 19963.4
            -*-
            Minutes
      of Special Shareholders Meeting Changing Name to Oil Retrieval Systems,
      Inc. dated May 14, 19973.5
            -*-
            Amendment
      to Articles of Incorporation dated June 15, 1997, Changing Name to Oil
      Retrieval Systems, Inc3.6
            -*-
            By
      Laws of the Corporation3.7
            -*-
            Articles
      of Incorporation of Power Exploration, Inc. (Nevada) dated May 14,
      19983.8
            -*-
            By
      Laws of Power Exploration, Inc. (Nevada dated June 1,
  199810.1
            32
            Convertible
      Debenture with Venture Resources, Inc. dated July 1,
  2005.21.1
            -*-
            Subsidiaries
      of the Issuer31.1
            Attached
            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
            Attached
            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.








25


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 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:
November 3, 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
            November
      3, 2008


James
      Anderson
            (Principal
      Executive and


Financial
      Officer)











26