---

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, 2005**

[ ] 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)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, 2005: $0

As of December 23, 2005 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 December 10, 2005, the number of shares outstanding of the Registrant's Common Stock was
92,667,217.

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**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****

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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 OTHERVARIATIONS 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
HEREINREGARDING 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 COUNTERELECTRONIC 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 UNCERTAINTIESTHAT 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 ONITS 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
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.

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**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 $151,106 with the corresponding amount charged to general
and administrative expenses.

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

None.

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**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
15, 2005, the Company had approximately 2,500 shareholders of record.

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

|Year | Quarter Ended                                | High                 | Low                 
|---- | -------------------------------------------- | -------------------- | --------------------
|2003 | September 30

December 31                    | $0.07

.07           | $0.04

.04          
|2004 | March 31

June 30

September 30

December 31 | $0.06

.05

.03

.02 | $0.03

.03

.02

.02
|2005 | March 31

June 30

September 30              | $0.05

.03

.04      | $0.01

.02

.01     

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.

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Dividends.

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

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

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

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**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, 2005 of
($5,261,450) as compared to a net loss of ($1,236,893) for the fiscal year ended September 30, 2004.
At September 30, 2005, the Company had a deficit net worth of $(42,296,299) and negative working
capital of ($390,883). These factors create substantial doubt about the Company's ability to continue
as a going concern.

General and administrative expenses decreased by $81,104 from $317,243 in 2004 to
$236,139 in 2005. This decrease was principally due to cessation of operations.

The interest expense decreased from  $29,134 in September 2004 to $5,311 for September
2005.  The decrease is primarily the result of the Company paying down the debt throughout 2003.

**Liquidity and Capital Resources**

As of September 30, 2005, the Company had $212 in cash and is currently in the process of
looking for business opportunities to merge with or acquire.  At minimum, the Company will need to raise
additional capital through private funding to meet the financial needs of being a reporting company.
Historically, the Company has been successful in raising operational capital.  There is no guarantee that the
Company will be successful in obtaining necessary funding to develop any business opportunities.

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

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

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

Need for Additional Financing for Growth

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

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

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**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, 2005 and 2004 . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Statements of Operations for the Years ended September 30, 2005 and 2004 . . . F-3

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

ended September 30, 2005 and 2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Cash Flows for the years ended September 30, 2005 and 2004 . . . F-6

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

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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, 2005 and 2004, 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, 2005 and 2004, 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, 2006

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Matrix Energy Services Corporation and Subsidiary

CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                  | September 30,


2005 | September 30,


2004 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ---------------------
|Current Assets                                                                                                                                                    |                      |                      
|Cash                                                                                                                                                              | $                212 | $               1,673
|Total Current Assets                                                                                                                                              | $                212 | $             1,673  
|                                                                                                                                                                  |                      |                      
|Liabilities and Stockholders' (Deficit)                                                                                                                           |                      |                      
|                                                                                                                                                                  |                      |                      
|****Current Liabilities                                                                                                                                           |                      |                      
|Accounts Payable and Accrued Expenses                                                                                                                             | $         180,345    | $          151,106   
|Notes Payable - Note 2                                                                                                                                            | 210,750              | -                    
|Total Current Liabilities                                                                                                                                         | 391,095              | 151,106              
|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, 2005 and 2004,
     respectively | 185,334              | 185,334              
|Additional Paid-In Capital                                                                                                                                        | 46,740,082           | 46,740,082           
|Retained Deficit                                                                                                                                                  | (47,316,299)         | (42,054,849)         
|Unrealized Loss on Securities Available-for-Sale -
    Note 6                                                                                                     | -                    | (5,020,000)          
|Total Stockholders'(Deficit)                                                                                                                                      | (390,883)            | (149,433)            
|Total Liabilities & Stockholders' (Deficit)                                                                                                                       | $                212 | $             1,673  

---





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

Matrix Energy Services Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF OPERATIONS

|                                                             | September 30,

2005        | September 30,

2004    
|------------------------------------------------------------ | -------------------------- | -----------------------
|REVENUE - Oil and Gas Sales                                  | $                        - | $            157,833   
|                                                             |                            |                        
|COST OF REVENUE                                              |                            |                        
|Lease Operating                                              | -                          | 241,019                
|Production Taxes                                             | -                          | 7,300                  
|Depreciation, Depletion and Amortization                     | -                          | 14,483                 
|TOTAL COST OF REVENUES                                       | -                          | 262,802                
|GROSS LOSS                                                   | -                          | (104,969)              
|                                                             |                            |                        
|EXPENSES                                                     |                            |                        
|General & Administrative                                     | 236,139                    | 317,243                
|Interest                                                     | 5,311                      | 29,134                 
|TOTAL EXPENSES                                               | 241,450                    | 346,377                
|LOSS BEFORE OTHER INCOME
        (EXPENSES) AND INCOME TAXES | (241,450)                  | (451,346)              
|                                                             |                            |                        
|OTHER INCOME (EXPENSES)                                      |                            |                        
|Loss on Worthless Securities - Note 6                        | (5,020,000)                | -                      
|Liability Settlement                                         | -                          | 4,240                  
|Loss on Repossession of Oil and Gas Properties               | -                          | (789,787)              
|LOSS BEFORE INCOME TAXES                                     | (5,261,450)                | (1,236,893)            
|                                                             |                            |                        
|INCOME TAXES - Note 3                                        | -                          | -                      
|NET LOSS                                                     | $      (5,261,450)         | $       (1,236,893)    
|                                                             |                            |                        
|WEIGHTED AVERAGE NUMBER OF SHARES
    OUTSTANDING            | 92,667,217                 | 53,994,162             
|NET (LOSS) PER SHARE:                                        | $               (0.06)     | $                (0.02)

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

Matrix Energy Services Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                                                       | For the Years Ended

September 30,
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------
|                                                                                                                                                       | 2005                              
|Cash Flows from Operating Activities:                                                                                                                  |                                   
|Net (Loss)                                                                                                                                             | $	(5,261,450)                     
|Adjustments to Reconcile Net (Loss) to Net Cash From
Operating Activities:                                                                             |                                   
|Depreciation, Depletion and Amortization                                                                                                               | -                                 
|Prepaid Consulting                                                                                                                                     | -                                 
|Loss on Disposal of Assets                                                                                                                             | -                                 
|Loss on Worthless Securities                                                                                                                           | 5,020,000                         
|Changes in Operating Assets and Liabilities:                                                                                                           |                                   
|Accounts Payable - Related Parties                                                                                                                     | -                                 
|Accounts Payable and Accrued Expenses                                                                                                                  | 29,239                            
|Other Assets                                                                                                                                           | -                                 
|Net Cash Provided (Used) by Operating Activities                                                                                                       | (212,211)                         
|Cash Flows from Investing Activities                                                                                                                   |                                   
|Net Cash Provided (Used) by Investing Activities                                                                                                       | -                                 
|Cash Flows from Financing Activities                                                                                                                   |                                   
|Loan Proceeds - Related Party                                                                                                                          | -                                 
|Repayments of Borrowings - Related Parties                                                                                                             | -                                 
|Notes Payable Borrowings                                                                                                                               | 210,750                           
|Net Cash Provided By Financing Activities                                                                                                              | 210,750                           
|                                                                                                                                                       |                                   
|(Decrease) in Cash                                                                                                                                     | (1,461)                           
|Cash, Beginning of Period                                                                                                                              | 1,673                             
|Cash, End of Period                                                                                                                                    | $212                              
|                                                                                                                                                       |                                   
|The accompanying notes are an integral part of these consolidated financial statements.                                                               
|Matrix Energy Services Corporation and Subsidiary

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended September 30, 2005 and 2004

(Continued)
|                                                                                                                                                       | 2005                              
|Supplemental Disclosure                                                                                                                                |                                   
|Interest Paid                                                                                                                                          | $              -                  
|                                                                                                                                                       |                                   
|Income Taxes Paid (Including Interest & Penalties)                                                                                                     | $               -                 
|Supplemental Disclosures of Non-cash Investing and
       Financing Activities:                                                                        |                                   
|Issuance of Common Stock as Settlement of Debt and
       Repossession of Oil and Gas Properties                                                       | $               -                 
|Transfer of Assets and Liabilities to Related part as
        Settlement of debt and Repossession of Oil and Gas
        Properties                    | -                                 
|                                                                                                                                                       | $                -                
|                                                                                                                                                       |                                   

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

Matrix Energy Services Corporation and Subsidiary

STATEMENTS OF STOCKHOLDERS' (DEFICIT)

For the Period From September 30, 2003 to September 30, 2005

|                            |   |   |   |           |            
|--------------------------- | - | - | - | --------- | -----------
|                           
|BALANCE, SEPTEMBER 30,      |   |   |   |           |            
|Issuance of Shares as       |   |   |   |           |            
|COMPREHENSIVE LOSS,         |   |   |   |           |            
|BALANCE, SEPTEMBER 30,      |   |   |   |           |            
|Realized Loss on Securities | - | - | - | 5,020,000 | -          
|COMPREHENSIVE LOSS,         |   |   |   |           |            
|Net Loss                    | - | - | - | -         | (5,261,450)
|BALANCE, SEPTEMBER 30,      |   |   |   |           |            

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

---



Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

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, 2005, 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.`

Oil and Gas Properties

`Prior to the repossession of its oil and gas properties on September 9, 2004, the Company followed
the full cost method of accounting for oil and gas properties.  Accordingly, all costs associated with
acquisition, exploration, and development of oil and gas reserves, including directly related overhead
costs, were capitalized.`

All capitalized costs of oil and gas properties, including the estimated future costs to develop proved
reserves, were amortized on the units-of-production method using estimates of proved reserves.
Investments in unproved properties and major development projects were not amortized until proved

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Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Oil and Gas Properties (Continued)

reserves associated with the projects can be determined or until impairment occurred.  If the results
of an assessment indicate that the properties were impaired, the amount of the impairment was added
to the capitalized costs to be amortized.

In addition, the capitalized costs were subject to a "ceiling test", which basically limited such costs
to the aggregate of the "estimated present value," discounted at 10-percent interest rate of future net
revenues from proved reserves, based on current economic and operating conditions, plus the lower
of cost or fair market value of unproved properties.

Sales of proved and unproved properties were accounted for as adjustments of capitalized costs with
no gain or loss recognized, unless such adjustments would significantly alter the relationship
between capitalized costs and proved reserves of oil and gas, in which case the gain or loss was
recognized in income.  Abandonments of properties were accounted for as adjustments of capitalized
costs with no loss recognized.

Revenue Recognition

`Revenues from the sale of oil and gas production were recognized when title passed, net of royalties.

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, 2005 and 2004, the Company's financial instruments were cash, accounts
payable and short term debt.. The carrying amounts of cash, accounts payable and short-term debt
approximated their fair value due to the relatively short maturity of these instruments.`

`Matrix Energy Services Corporation and Subsidiary`

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

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.`

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 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.`

---



Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements****

In May 2005, the financial Accounting Standards Board ("FASB") issued SFAS No. 154
"Accounting Changes and Error corrections" (SFAS NO. 154"), which replaces APB Opinion No.
20, "Accounting Changes, and SFAS No. 3, "Reporting Accounting Changes in Interim Financial
Statements", which requires that a voluntary change in accounting principle be applied
retrospectively to all prior period financial statements presented, unless it is impractical to do so.
SFAS No. 154 also provides that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for as a change in estimate effected by a change in accounting principle,
and also provides that correction of errors in previously issued financial statements should be termed
a "restatement".  SFAS No. 154 is effective for fiscal years beginning after December 15, 2005.
Management 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").
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, 2005 and 2004 consist of the following:`

|****                            | 2005     ****         | ****      2004     ****  
|------------------------------- | --------------------- | -------------------------
|****Note Payable  - ****(a)**** | ****$****10,750****   | ****$               -****
|****Notes Payable - (b)****     | ****200,000****       | **-**                    
|****Total****                   | ****$     210,750**** | ****$**-**               

Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

****NOTE 2: NOTES PAYABLE (Continued)****

`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 amount of $270 for the year ended September 30,
2005.  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 amount of $5,041 has been accrued for the year ended September 30,
2005.  The balance plus accrued interest is due on demand.`

---

``

NOTE 3: INCOME TAXES

`The components of the provision for income taxes are as follows:

September 30,`

|Current Tax Expense      | 2005            | 2004           
|------------------------ | --------------- | ---------------
|U.S. Federal             | $             - | $             -
|State and Local          | -               | -              
|Total Current            | $             - | $             -
|Deferred Tax Expense     |                 |                
|U.S. Federal             | $             - | $             -
|State and Local          | -               | -              
|Total Deferred           | $             - | $             -
|Total Tax Provision from |                 |                

---



Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated  Financial Statements

September 30, 2005 and 2004

NOTE 3: INCOME TAXES (Continued)

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

|                                 | 2004  | 2005 
|-------------------------------- | ----- | -----
|Federal Income Tax Rate          | (34%) | (34%)
|Deferred Tax Charge (Credit)     | -     | -    
|Effect of Valuation Allowance    | 34%   | 34%  
|State Income Tax, Net of Federal |       |      
|Effective Income Tax Rate        | 0.0%  | 0.0% 
|                                 |       |      

`At September 30, 2005, the Company had net carry-forward losses of approximately $38,214,000.
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,         
|--------------------------------- | --------------------- | ----------------------
|Deferred Tax Assets (Liabilities) |                       |                       
|Loss Carry-forwards               | $   12,992,000        | $    11,206,000       
|Net Tax Assets                    | 12,992,000            | 11,206,000            
|Less: Valuation Allowance         | (12,992,000)          | (11,206,000)          
|Net Deferred Tax Assets           | $                   - | $                    -

---



Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

NOTE 3: INCOME TAXES (CONTINUED)

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

|September 30,
|-------------
|2007         
|2009         
|2010         
|2011         
|2012         
|2013         
|2014         
|2015         
|2016         
|2017         
|2018         
|2019         
|2020         
|             

---



****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 $151,106 with the corresponding amount charged to general and administrative expenses. No
additional  interest is accruing on this judgement.****

---

Matrix Energy Services Corporation and Subsidiary

Notes to Consolidated Financial Statements

September 30, 2005 and 2004

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, 2005, the Company has a working capital deficit,
of $390,883 and an accumulated deficit of $47,316,299. 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. |              |      |                

****NOTE 7: SUPPLEMENTAL INFORMATION ON OIL AND GAS OPERATIONS (UNAUDITED)****

`As of September 9, 2004, the Company transferred ownership of its oil and gas leases pursuant to a
nonpayment clause in the joint operating agreement with the operator of the wells, TXM, a company
owned by the Company's former Chairman of the Board. Therefore, as of September 30, 2004, the
Company was no longer conducting business in the oil and gas industry.

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

For the fiscal year ended September 30, 2005, 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.



1) June 28, 2005.  Item 5. Changes in Control of Registrant.

**PART III**

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

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

**Directors and Executive Officers**



Age
DirectorJames Anderson
47
2005
President, CEO and

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

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

Section 16(a) Beneficial Ownership Reporting Compliance.

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

**ITEM 10. EXECUTIVE COMPENSATION**

Compensation of Executive Officers and Directors

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

Employment Agreements and Other Compensation Arrangements

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

Compensation of Non-Employee Directors



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

Compensation of Directors.

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

SUMMARY COMPENSATION TABLE

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, 2005, the

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

Long Term Compensation

Annual Compensation              Awards         Payouts

|         |      |        |     |     |     |     |     | All
|-------- | ---- | ------ | --- | --- | --- | --- | --- | ---
|James    | 2005 | -0-    | -0- | -0- | -0- | -0- | -0- | -0-
|Joe Bill | 2004 | -0-    | -0- | -0- | -0- | -0- | -0- | -0-
|Joe Bill | 2003 | 52,200 | -0- | -0- | -0- | -0- | -0- | -0-

---



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

The following table sets forth certain information regarding the beneficial ownership of the
Company's Common Stock as of December 23, 2005, 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
|---------------------------------- | ---------- | ----------
|Portsmith Partners of Nevada, Inc. | 49,135,815 | 53.0%     
|Officers and Directors             | 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 | Page | Description                                                                       
|------- | ---- | ----------------------------------------------------------------------------------
|2.1     | -*-  | Plan of Reorganization and Change of Situs by which Titan Energy Corp., and       
|2.2     | -*-  | Agreement and Plan of Merger Between Power Exploration, Inc. (Nevada) and         
|2.3     | -*-  | Articles of Incorporator. Election of Officers and Directors of Power Exploration,
|2.4     | -*-  | Action by Incorporator. Election of Officers and Directors of Power Exploration,  
|2.5     | -*-  | Special Action by the Executive Committee of Power Exploration, Inc. dated        
|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            
|3.5     | -*-  | Amendment to Articles of Incorporation dated June 15, 1997, Changing Name to      
|3.6     | -*-  | By Laws of the Corporation                                                        
|3.7     | -*-  | Articles of Incorporation of Power Exploration, Inc. (Nevada) dated May 14,       
|3.8     | -*-  | By Laws of Power Exploration, Inc. (Nevada dated June 1, 1998                     
|10.1    | 32   | Convertible Debenture with Venture Resources, Inc. dated July 1, 2005.            
|21.1    | -*-  | Subsidiaries of the Issuer                                                        
|31.1    | 29   | Written Statement of Chief Executive Officer and Chief Financial Officer with     
|32.2    | 31   | Written Statement of Chief Executive Officer and Chief Financial Officer with     
|        |      |                                                                                   

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

---



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

Audit Fees

The aggregate fees billed for professional services rendered by the Company's principal
accountant for the audit of the annual financial statements included in the quarterly reports and other
fees that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for the fiscal years ended September 30, 2005 and 2004 were $18,015 and $28,411
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, 2005 and 2004 were $0 and $0, respectfully.

---



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, 2005 and 2004 were
$4,595 and $2,500, respectfully. ****

All Other Fees

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

---





**SIGNATURES**

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

**Matrix Energy Services Corporation**

By:   /s/James Anderson

James Anderson

Dated: January 11, 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 11, 2006

---

**Exhibit 31.1**

**SECTION 302 CERTIFICATION**

I, James Anderson, certify that:

1. I have reviewed this annual report on Form 10-KSB of Matrix Energy Services Corp.,
Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report.

3.  Based on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this annual report is being prepared.

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures
as of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

c) Presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6.  I have indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:   January 11, 2006	/s/James Anderson

James Anderson

Chief Executive Officer and Principal Accounting
Officer

---

**EXHIBIT 32.1**









In connection with the Annual Report of Matrix Energy Services Corp., on Form 10-KSB
for the period ending September 30, 2005 as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), the undersigned, James Anderson, Chief Executive Officer and
Principal Accounting Officer  of the Company, certify, pursuant to 18 U.S.C.1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.

Date: January 11, 2006	/s/James Anderson

James Anderson

Chief Executive Officer and Principal Accounting
                                                        Officer

---



**Exhibit 10.1**

**PROMISSORY NOTE**

**WITH RIGHTS OF CONVERSION**

$200,000	                                                                     July 1, 2005

**THE UNDERSIGNED**, promises to pay to the order of Venture Resources, Inc., at such place as the
holder ("Holder") hereof may designate in writing, the sum of Two Hundred Thousand Dollars
($200,000), with interest thereon at the rate of ten percent (10%) apr, principal and interest due upon
demand.

Prepayment of this note, with interest to the date of payment, may be made at any time without penalty.

This Note is convertible into shares of commons stock of the Undersigned at the conversion price of
par value per share, provided, however, such conversion may be made in amounts that do not result
in the issuance more than 4.9% of issued and outstanding common stock at any given time..

In the event of commencement of arbitration or suit to enforce payment of this note, the
undersigned agrees to pay costs incurred and such additional sum as attorney's fees as the court
may adjudge reasonable.

Effective the 1st day of July, 2005.

Matrix Energy Services Corp.

By:/s/ James Anderson
                                                              James Anderson, President

---