UNITED STATES
                       SECURITIES 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, 2006

[]       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 $0.002 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) 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 is not 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. []

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, 2006: $0

As of January 2, 2007 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 2, 2007, the number of shares outstanding of the Registrant's
 Common Stock was 92,667,217. Our closing bid price on December 27, 2006 was
 $0.01 giving the shares held by non- affiliates a market
value of $435,314.


<PAGE>




                                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-

<PAGE>



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 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.

         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

                                       -3-

<PAGE>



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 has no corporate office and on an as needed basis uses the
president office and phone and pays no rent or expenses to the President.

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 with the corresponding amount charged to general and
administrative expenses. To the knowledge of management, there are no other
legal issues involving the Company.

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 Association of Securities Dealers, Inc. (the "NASD") under the symbol
"MXES". As of December 26, 2006, 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.


                                       -4-

<PAGE>





       Year       Quarter Ended             High          Low
       ----      --------------           -------       -------
       2004        March 31               $0.06         $0.03
                   June 30                  .05           .03
                   September 30             .03           .02
                   December 31              .02           .02
       2005        March 31               $0.05         $0.01
                   June 30                  .03           .02
                   September 30             .04           .01
                   December 31              .02           .01
       2006        March 31               $0.05         $0.02
                   June 30                  .02           .02
                   September 30             .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.

         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.


                                       -5-

<PAGE>



         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 loss for the fiscal year ended September 30,
2006 of ($76,621) as compared to a net loss of ($5,261,450) for the fiscal year
ended September 30, 2005. At September 30, 2006, the Company had a deficit net
worth of $(467,505) and negative working capital of ($467,505). These factors
create substantial doubt about the Company's ability to continue as a going
concern.

         General and administrative expenses decreased by $210,006 from $236,139
in 2005 to $26,133 in 2006. This decrease was principally due to cessation of
operations.

         The interest expense increased from $5,311 in September 2005 to $50,488
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, 2006, 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

                                       -6-

<PAGE>



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.

         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.

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 - 1
Consolidated Balance Sheets as of September 30, 2006 and 2005            F - 2
Consolidated Statements of Operations for the Years ended
 September 30, 2006 and 2005                                             F - 3
Consolidated Statements of Stockholders' (Deficit) and
 Comprehensive Loss for the years ended September 30, 2006 and 2005      F - 4
Consolidated Statements of Cash Flows for the years ended
 September 30, 2006 and 2005                                             F - 5
Consolidated Notes to Financial Statements                               F - 6


                                       -7-

<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Matrix Energy Services Corporation and Subsidiary
Layton, Utah

We have audited the accompanying consolidated balance sheets of Matrix Energy
Services Corporation and Subsidiary as of September 30, 2006 and 2005, and the
related consolidated statements of operations, stockholders' (deficit) and
comprehensive loss, and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated 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 consolidated financial position of Matrix
Energy Services Corporation and Subsidiary as of September 30, 2006 and 2005,
and the consolidated results of their operations and their cash flows for the
years then ended in conformity with United States generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
consolidated 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 consolidated 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 3, 2007




                                       F-1

<PAGE>



                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           September 30, 2006 and 2005

<TABLE>
<CAPTION>
                                                                           2006               2005
                                                                    ----------------     ----------------
Current Assets
<S>                                                                 <C>                  <C>
     Cash                                                           $              -     $            212
                                                                    ----------------     ----------------
         Total Current Assets                                       $              -     $            212
                                                                    ================     ================

         Liabilities and Stockholders' (Deficit)

Current Liabilities
     Accounts Payable                                               $        195,402     $        175,034
     Accrued Interest Payable                                                 26,499                5,311
     Notes Payable - Note 2                                                  245,604              210,750
                                                                    ----------------     ----------------
          Total Current Liabilities                                          467,505              391,095
                                                                    ----------------     ----------------
Commitments and Contingencies                                                      -                    -

Stockholders'  (Deficit)
 Common Stock; $.002 Par Value; 500,000,000
   Shares Authorized;  92,667,217 Shares Issued and
    Outstanding as of September 30, 2006 and 2005,
     respectively                                                            185,334              185,334
   Additional Paid-In Capital                                             46,740,082           46,740,082
   Retained Deficit                                                      (47,392,921)         (47,316,299)
                                                                    ----------------     ----------------
          Total Stockholders'(Deficit)                                      (467,505)            (390,883)
                                                                    ----------------     ----------------
                   Total Liabilities & Stockholders' (Deficit)      $              -     $            212
                                                                    ================     ================
</TABLE>



                       See Notes to Financial Statements.

                                      F-2




<PAGE>




                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended September 30, 2006 and 2005


<TABLE>
<CAPTION>
                                                              2006                      2005
                                                       -----------------          ----------------
<S>                                                    <C>                        <C>
REVENUE - Oil and Gas Sales                            $               -          $              -
                                                       -----------------          ----------------

COST OF REVENUE
                  GROSS LOSS                                           -                         -
                                                       -----------------          ----------------

EXPENSES
     General & Administrative                                     26,133                   236,139
     Interest                                                     50,488                     5,311
                                                       -----------------          ----------------
          TOTAL EXPENSES                                          76,621                   241,450
                                                       -----------------          ----------------
          LOSS BEFORE OTHER INCOME
        (EXPENSES) AND INCOME TAXES                              (76,621)                 (241,450)

OTHER INCOME (EXPENSES)
     Loss on Worthless Securities - Note 6                             -                (5,020,000)
                                                       -----------------          ----------------
         LOSS BEFORE INCOME TAXES                                      -                (5,261,450)

  INCOME TAXES - Note 3                                                -                         -
                                                       -----------------          ----------------
        NET LOSS                                       $         (76,621)         $     (5,261,450)
                                                       =================          ================

WEIGHTED AVERAGE NUMBER OF SHARES
    OUTSTANDING                                               92,667,217                92,667,217
                                                       =================          ================
NET (LOSS) PER SHARE:                                  $           (0.00)         $          (0.06)
                                                       =================          ================
</TABLE>



                       See Notes to Financial Statements.

                                       F-3

<PAGE>





                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF CASH FLOWS For
                   the Years Ended September 30, 2006 and 2005


<TABLE>
<CAPTION>
                                                                        2006              2005
                                                                  -------------      ---------------
Cash Flows from Operating Activities:
<S>                                                               <C>                <C>
     Net (Loss)                                                   $     (76,621)     $    (5,261,450)
Adjustments to Reconcile Net (Loss) to Net Cash From
Operating Activities:
     Loss on Worthless Securities                                             -            5,020,000
Changes in Operating Assets and Liabilities:
     Accounts Payable                                                    20,367               23,928
     Accrued Interest Payable                                           21,188                 5,311
                                                                  -------------      ---------------
          Net Cash (Used) by Operating Activities                      (35,066)             (212,211)
                                                                  -------------      ---------------
Cash Flows from Financing Activities:
      Notes Payable Borrowings                                          34,854               210,750
                                                                  -------------      ---------------
          Net Cash Provided By Financing Activities                     34,854               210,750
                                                                  -------------      ---------------

          (Decrease) in Cash                                              (212)               (1,461)
          Cash, Beginning of Period                                        212                 1,673
                                                                  -------------      ---------------
          Cash, End of Period                                     $           -      $           212
                                                                  =============      ===============
Supplemental Disclosure
     Interest Paid                                                $           -      $             -
                                                                  =============      ===============
    Income Taxes Paid (Including Interest & Penalties)            $           -      $             -
                                                                  =============      ===============
</TABLE>


                       See Notes to Financial Statements.

                                       F-4

<PAGE>






                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                      STATEMENTS OF STOCKHOLDERS' (DEFICIT)
          For the Period From September 30, 2004 to September 30, 2006


<TABLE>
<CAPTION>
                                                                             Unrealized
                                Common Stock              Additional           Loss on             Retained
                          Shares          Amount       Paid-In Capital       Securities             Deficit             Total
                       ------------      ---------     ---------------      -------------        -------------       ------------
BALANCE,
SEPTEMBER 30,
<S>                    <C>               <C>           <C>                  <C>                  <C>                 <C>
2004                     92,667,217      $ 185,334     $    46,740,082      $  (5,020,000)       $ (42,054,849)      $   (149,433)
Realized Loss on
Securities                        -              -                   -          5,020,000                    -          5,020,000
COMPREHENSIVE
LOSS, Net of Tax
Net Loss                          -              -                   -                  -           (5,261,450)        (5,261,450)
                       ------------      ---------     ---------------      -------------        -------------       ------------
BALANCE,
SEPTEMBER 30,
2005                     92,667,217        185,334          46,740,082                  -          (47,316,299)          (390,883)
COMPREHENSIVE
LOSS,
Net of Tax                        -              -                   -                  -                    -                  -
Net Loss                          -              -                   -                  -              (76,621)           (76,621)
                       ------------      ---------     ---------------      -------------        -------------       ------------
BALANCE,
SEPTEMBER 30,
2006                     92,667,217      $ 185,334     $    46,740,082      $           -        $ (47,392,921)      $   (467,504)
                       ============      =========     ===============      =============        =============       ============
</TABLE>



                       See Notes to Financial Statements.

                                       F-5

<PAGE>




                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Historically, Matrix Energy Services Corporation and its wholly-owned
subsidiary, Spartan Resources Partners, G.P. ("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.

Basis of Consolidation

The consolidated financial statements include the accounts of Matrix Energy
Services Corporation and its 100% owned subsidiary, Spartan Resources Partners,
G.P. ("Spartan"). Accordingly, all references herein to the "Company" include
the consolidated results of the Company and its subsidiary. All significant
inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Currently the Company has no source of revenue.

Cash and Cash Equivalents

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



                                       F-6

<PAGE>


                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2006 and 2005, 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.

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.

Comprehensive Income

In June 1997, SFAS No. 130, "Reporting Comprehensive Income", was issued. This
statement establishes standards for the reporting and display of comprehensive
income and its components (revenues, expenses, gains and losses) in the
financial statements. Statement No. 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. It does not require a
specific format for that financial statement but



                                       F-7

<PAGE>

                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005



NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income (continued)

requires that an entity display an amount representing total comprehensive
income for the period in that financial statement. Statement No. 130 had no
impact on the financial condition or results of operations of the Company, but
required changes in the Company's disclosure and presentation requirements. The
principal change was the disclosure of the components of and total comprehensive
income within the Consolidated Statements of Stockholders' Deficit.

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 July 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109
(FIN48), 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. We are currently evaluating the impact
of adopting FIN 48 on our consolidated financial statements.

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.

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" ("SFAS
No. 123R").



                                       F-8

<PAGE>
                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005



NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

NOTE 2: NOTES PAYABLE

Notes payable at September 30, 2006 and 2005 consist of the following:


                                    2006                2005
                               -------------       -------------
Note Payable  - (a)            $      10,750       $      10,750
Note Payable - (b)                   200,000             200,000
Note Payable - (c)                     6,260                   -
Note Payable - (d)                    28,594                   -
                               -------------       -------------
Total                          $     245,604       $     210,750
                               =============       =============

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 $1,343 for the year ended September 30, 2006. 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 $25,039 has been accrued for the year ended



                                       F-9

<PAGE>

                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005



NOTE 2: NOTES PAYABLE (continued)

September 30, 2006. The balance plus accrued interest is due on demand. c) The
Company executed two 10% convertible promissory notes to a 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 year ended is
approximately $116.

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. No interest has accrued on
this note for the period covered in this report.


NOTE 3: INCOME TAXES

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

Current Tax Expense                         2006            2005
-------------------                    --------------- ---------------
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                  $             - $             -
                                       =============== ===============






                                      F-10

<PAGE>

                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005

NOTE 3: INCOME TAXES (CONTINUED)

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


                                                2006           2005
                                             ---------     -----------
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, 2006, the Company had net carry-forward losses of approximately
$38,262,000. 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.


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,      September 30,
                                               2006                2005
                                          ---------------    ---------------
Deferred Tax Assets (Liabilities)
     Loss Carry-forwards                  $    13,009,000    $    12,992,000
                                          ---------------    ---------------
     Net Tax Assets                            13,009,000         12,992,000
     Less: Valuation Allowance                (13,009,000)       (12,992,000)
                                          ---------------    ---------------
         Net Deferred Tax Assets          $             -    $             -
                                          ---------------    ---------------




                                      F-11

<PAGE>



                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005

NOTE 3: INCOME TAXES (CONTINUED)


Net tax operating loss carry-forwards expire in 2007 through 2021 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                       4,357,000
2019                       1,237,000
2020                       5,261,000
2021                          48,000
                      --------------
                      $   38,262,000
                      ==============


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.





                                      F-12

<PAGE>


                MATRIX ENERGY SERVICES CORPORATION and SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           September 30, 2006 and 2005

NOTE 5: GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
the company will continue as a going concern. As of September 30, 2006, the
Company has a working capital deficit, of $467,505 and an accumulated deficit of
$47,392,921. 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: INVESTMENT IN MARKETABLE SECURITIES

At September 30, 2004, marketable securities were comprised of 2,000,000 shares
of U.S. Home Properties, Inc.'s (formerly Career Worth, Inc.) equity securities
classified as available-for-sale. Marketable securities considered
available-for-sale are recorded in the financial statements at fair market
value, in accordance with SFAS No. 115, Accounting for Certain Investments in
Debt and Equity Securities. The corresponding unrealized gain or loss in the
fair market value in relation to cost is accounted for as a separate item in the
stockholders' equity section of the balance sheet until sold or declared
worthless.

During the year ended September 30, 2005, U.S. Home Properties ceased being a
tradeable security and became worthless. Therefore, the Company recorded a
realized loss of $5,020,000 and transferred the $5,020,000 of Comprehensive loss
to the statement of operations.

Following are the market value, original cost, and realized loss on marketable
securities available for sale as of September 30, 2005.

                                Market Value      Cost          Realized (Loss)
                                ------------    -----------    ----------------
U.S. Home Properties, Inc.
(Formerly Career Worth, Inc.)   $          -    $ 5,020,000    $     (5,020,000)
                                ============    ===========    ================



                                      F-13
<PAGE>


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

         For the fiscal year ended September 30, 2006, 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 left to pursue other ventures. Mr. Anderson will remain the sole
director of the Company.

Directors and Executive Officers

                                     Age      Director      Position with
                    Name            (2006)     Since         the Company
--------------------------------    ------    --------    --------------------
James Anderson                        48       2005       President, CEO and
378 North Main Street, Suite 124                          Director
Layton, Utah 84041




                                       -8-

<PAGE>




         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, all reports filed under Section 16(a) have
been filed on time.


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

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



                                       -9-

<PAGE>



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, 2006, the end of the Company's last completed fiscal
year):

<TABLE>
<CAPTION>
                                                 Long Term Compensation
                       Annual Compensation              Awards         Payouts
                                                                Other                                                         All
      Name and                                                  Annual        Restricted                                     Other
      Principal                                    Bonus       Compen-           Stock          Options        LTIP         Compen-
      Position            Year       Salary         ($)        sation           Awards           /SARs        Payout        sation
      --------            ----       ------         ---        -------          ------           -----        ------        -------
<S>                    <C>           <C>           <C>         <C>              <C>              <C>          <C>           <C>
James
Anderson, Pres         2006           -0-           -0-          -0-              -0-             -0-          -0-            -0-
James
Anderson, Pres         2005           -0-           -0-          -0-              -0-             -0-          -0-            -0-

Joe Bill               2005           -0-           -0-          -0-              -0-             -0-          -0-            -0-
Bennett, CEO
Joe Bill               2004           -0-           -0-          -0-              -0-             -0-          -0-            -0-
Bennett, CEO
</TABLE>


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, 2006, 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                          Beneficial     Percent of
Of Beneficial Owner                       Ownership        Class
----------------------------------      ------------     ----------
Portsmith Partners of Nevada, Inc.       49,135,815        53.0%
Las Vegas, NV
Officers and Directors                            0           0%
As a Group (one)
James Anderson
378 North Main Street, Suite 124
Layton, UT 84041




                                      -10-

<PAGE>



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   Page  Description
  No.      No.
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
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      -*-   Convertible Debenture with Venture Resources, Inc. dated July 1,
                2005.
21.1      -*-   Subsidiaries of the Issuer
31.1      **    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      **    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. ss.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.

**  Exhibit attached to this filing.

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, 2006 and 2005 were $8,885
and $18,015 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, 2006 and 2005
were $0 and $0, respectfully.



                                      -11-

<PAGE>



Tax Fees

         The aggregate fees billed for assurance and related services by the
principal accountant for tax compliance, tax advice and tax planning for the
fiscal years ended September 30, 2006 and 2005 were $3,230 and $4,595,
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 10, 2006

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 10, 2006





                                      -12-