UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

   |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
                                      1934
                     For The Fiscal Year Ended June 30, 2005

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

                For the transition period _________ to _________

                        Commission File Number 000-27862

                            NATURAL GAS SYSTEMS, INC.
               (Exact name of registrant as specified in charter)

         Nevada                                         41-1781991
(State of incorporation)                 (I.R.S. employer identification number)

                  820 Gessner, Suite 1340, Houston, Texas 77024
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (713) 935-0122

      Securities registered pursuant to Section 12(b) of the Exchange Act:

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                     (Title of class and shares outstanding)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not 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 (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 the past 90 days. Yes: |X| No |_|

Issuer's revenues for its most recent fiscal year: 1,635,187

As of August 1, 2005, the aggregate market value of common stock held by
non-affiliates of the registrant was approximately $15,015,900, assuming solely
for purposes of this calculation that all directors and executive officers of
the registrant and all stockholders beneficially owning more than 10% of the
registrant's common stock are "affiliates." This determination of affiliate
status is not necessarily a conclusive determination for other purposes.

The number of shares of common stock outstanding on August 01, 2005 was
24,774,606 shares.

DOCUMENTS INCORPORATED BY REFERENCE into Part III hereof Portions of the Proxy
Statement to be filed with the Commission in connection with the Company's 2005
Annual Meeting.

Transitional Small Business Format (Check One): Yes |_| No |X|

<PAGE>

                            NATURAL GAS SYSTEMS, INC.

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2005

                                      INDEX

                                     PART II
                                                                            Page
                                                                            ----
Item 7.      Financial Statements and Supplementary Data                       1

                                    PART III

Item 13.     Exhibits and Reports                                             21

                                EXPLANATORY NOTE

This amendment on Form 10-KSB/A is being filed solely to correct transcription
errors in Part II, Item 7 of Natural Gas System, Inc.'s Annual Report on Form
10-KSB for the fiscal year ended June 30, 2005 filed with the Securities and
Exchange Commission on September 28, 2005, and to add clarifying footnote
disclosure in the table containing such errors.

Specifically, in a table in Note 10: "Supplemental Oil and Gas Disclosures
(unaudited)" of the Notes to the Consolidated Financial Statements, under the
sub-heading "Proved Developed and Undeveloped Reserves Prepared by W.D. Von
Gonten & Co. Petroleum Engineers", the Total Proved Developed Reserves as of
July 1, 2005 for Oil was 540,360 barrels, not 771,800 barrels as originally
reported; and for Gas, was 396,600 MCF, not 732,300 MCF as originally reported.
"Total Proved Reserves" were accurately stated in the Form 10-KSB as originally
filed as 771,800 barrels and 732,300 MCF at July 1, 2005. This amendment also
adds additional footnote disclosure to the table under this sub-heading to
clarify the conversion of barrels to MCF's and to explain upward and downward
revisions of both "Proved Reserves" and "Proved Developed Reserves", by year.
This amendment on Form 10-KSB does not change in any other way the financial
statements and notes thereto included in Part II, Item 7 of the Form 10-KSB as
originally filed.

In accordance with Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), the complete text of Item 7 of the Form 10-KSB,
which Item contained Note 10 - "Supplemental Oil and Gas Disclosures
(unaudited)" of the Notes to the Consolidated Financial Statements, has been
restated in its entirety in this amendment on Form 10-KSB/A. Under Rule 12b-15,
the Company is restating in its entirety Part III, Item 13 of the Form 10-KSB to
file as exhibits updated certifications pursuant to Rule 13a-15(d)/15d-15(e)
under the Exchange Act and 18 U.S.C. Section 1350. The remainder of the Form
10-KSB is unchanged and is not reproduced in this amendment. This amendment on
Form 10-KSB/A reflects only the changes discussed above and does not reflect any
events occurring after the original filing of the Form 10-KSB. No other
information included in the Form 10-KSB has been modified or updated in any way.

                           FORWARD LOOKING STATEMENTS

This Form 10-KSB/A includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. All statements
included in this Form 10-KSB/A, other than statements of historical facts,
address matters that the Company reasonably expects, believes or anticipates
will or may occur in the future. Such statements are subject to various
assumptions, risks and uncertainties, many of which are beyond the control of
the Company. Investors are cautioned that any such statements are not guarantees
of future performance and actual results or developments may differ materially
from those described in the forward-looking statements. The Company bases its
forward-looking statements on information currently available and it undertakes
no obligation to update them

<PAGE>

ITEM 7. FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2005, June 30, 2004 and December 31,
2003

Consolidated Statements of Operations for the Twelve Months ended June 30, 2005,
the Six Months ended June 30, 2004 and the period from September 23, 2003
(inception) to December 31, 2003

Consolidated Statements of Stockholders' Equity for the Twelve Months ended June
30, 2005, the Six Months ended June 30, 2004 and the period from September 23,
2003 (inception) to December 31, 2003

Consolidated Statements of Cash Flows for the Twelve Months ended June 30, 2005,
Six Months ended June 30, 2004 and the period from September 23, 2003
(inception) to December 31, 2003

Notes to Consolidated Financial Statements


                                       1
<PAGE>

                   NATURAL GAS SYSTEMS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                              June 30, 2005       June 30, 2004           2003
                                                              --------------      --------------      --------------
<S>                                                           <C>                 <C>                 <C>
Assets
Current Assets:
     Cash                                                     $    2,548,688      $      367,831      $      830,312
     Accounts receivable, trade                                      300,761              24,387              56,837
     Inventories                                                     222,470             115,859             109,216
     Prepaid expenses                                                 84,304              69,067              25,930
     Retainers and deposits                                           56,335               5,000             210,000
                                                              --------------      --------------      --------------
            Total current assets                                   3,212,558             582,144           1,232,295

     Oil & Gas properties - full cost                              5,276,303           3,075,438           2,971,468
     Oil & Gas properties - not amortized                             61,887             105,225                  --

     Less: accumulated depletion                                    (313,391)            (55,509)            (13,960)
                                                              --------------      --------------      --------------
            Net oil & gas properties                               5,024,799           3,125,154           2,957,508

     Furniture, fixtures and equipment, at cost                       12,113               3,091               3,091

     Less: accumulated depreciation                                   (3,401)             (1,159)               (386)
                                                              --------------      --------------      --------------

            Net furniture, fixtures, and equipment                     8,712               1,932               2,705

     Restricted deposits                                             863,089             301,835             301,835
     Other assets                                                    356,066                  --                  --
                                                              --------------      --------------      --------------
     Total assets                                             $    9,465,224      $    4,011,065      $    4,494,343
                                                              ==============      ==============      ==============

Liabilities and Stockholders' Equity
Current liabilities:

     Accounts payable                                         $      240,389      $      139,188      $      114,188
     Accrued liabilities                                             176,470              50,073              41,118
     Registration costs                                              100,000                   0                   0
     Notes payable, current                                            6,754             776,235           1,500,000
     Discount on notes payable                                             0                   0             (62,927)
     Royalties payable                                                89,713                   0                 665
                                                              --------------      --------------      --------------
            Total current liabilities                                613,326             965,496           1,593,044

Long term liabilities:
     Notes payable                                                 4,000,000                   0                   0
     Discount on notes payable                                    (1,093,452)                  0                   0
     Asset retirement obligations                                    433,250             311,442             305,004
                                                              --------------      --------------      --------------
            Total liabilities                                      3,953,124           1,276,938           1,898,048

Stockholders' equity:
     Common Stock, par value $0.001 per share;
     100,000,000 shares authorized,
     24,774,606, 22,945,406 and 21,772,362 issued and
     outstanding as of June 30, 2005, June 30, 2004,
     and December 31, 2003, respectively                              24,774              22,945              21,772
     Additional paid-in capital                                    9,611,767           4,453,905           3,398,178
     Deferred stock based compensation                              (595,283)           (378,136)           (486,750)
     Accumulated deficit                                          (3,529,158)         (1,364,587)           (336,905)
                                                              --------------      --------------      --------------
            Total stockholders' equity                             5,512,100           2,734,127           2,596,295
                                                              --------------      --------------      --------------
            Total liabilities and stockholders' equity        $    9,465,224      $    4,011,065      $    4,494,343
                                                              ==============      ==============      ==============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                   NATURAL GAS SYSTEMS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                               For the Period from
                                                        Twelve Months                           September 23,2003
                                                        Ended June 30,    Six Months Ended   (inception) to December
                                                             2005          June 30, 2004             31, 2003
                                                        --------------     --------------         --------------
<S>                                                     <C>                <C>                    <C>
Revenues:
      Oil sales                                         $    1,335,288     $      117,509         $       24,229
      Gas sales                                                358,433                649                     --
      Price risk management activities                         (58,534)                --                     --
                                                        --------------     --------------         --------------
               Total revenues                                1,635,187            118,158                 24,229

Expenses:
      Operating costs                                          874,876            134,420                 76,303
      Production taxes                                          68,386             14,581                  3,002
      Depreciation, depletion and amortization                 260,124             41,549                 13,960
      Reverse merger fees and expenses                              --            370,000                     --
      General and administrative (includes
      non-cash stock-based compensation expense of
      $707,117, $108,614 and $50,400 the periods
      ending June 30, 2005, June 30, 2004 and
      December 31, 2003, respectively.)                      2,220,780            542,761                239,093
                                                        --------------     --------------         --------------
               Total expenses                                3,424,166          1,103,311                332,358
                                                        --------------     --------------         --------------
Loss from operations                                        (1,788,979)          (985,153)              (308,129)
Other revenues and expenses:
      Interest income                                           11,709              4,093                  1,148
      Interest expense                                        (387,301)           (46,622)               (29,924)
                                                        --------------     --------------         --------------
               Total other revenues and expenses              (375,592)           (42,529)               (28,776)
                                                        --------------     --------------         --------------
Net loss                                                $   (2,164,571)    $   (1,027,682)        $     (336,905)
                                                        ==============     ==============         ==============
Loss per common share:
      basic and diluted                                 $        (0.09)    $        (0.05)        $        (0.02)
                                                        ==============     ==============         ==============
Weighted average number of common shares,
      basic and diluted                                     23,533,922         22,057,614             20,091,720
                                                        ==============     ==============         ==============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                    NATURAL GAS SYSTEMS, INC. AND SUBIDIARIES
                      Consolidated Statements of Changes in
              Stockholders' Equity For the twelve months ended June
                  30, 2005, the six months ended June 30, 2004
     and the Period from September 23, 2003 (Inception) to December 31, 2003

<TABLE>
<CAPTION>
                             Shares          Dollars        Additional         Deferred        Accumulated          Total
                                                             Paid-in         Stock Based         Deficit         Stockholders'
                                                             Capital         Compensation                           Equity
<S>                        <C>            <C>              <C>               <C>               <C>               <C>
Balances, September                --     $         --     $         --      $         --      $         --      $         --
23, 2003
Sales of common            21,772,362           21,772        2,861,028                --                --         2,882,800
stock
Stock-based                        --               --          537,150          (486,750)               --            50,400
compensation
Net loss                           --               --               --                --          (336,905)         (336,905)
Balances, December         21,772,362           21,772        3,398,178          (486,750)         (336,905)        2,596,295
31, 2003
Sales of common               923,377              923          825,977                --                --           826,900
stock before merger
Sales of common               249,667              250          229,750                --                --           230,000
stock
Deferred                           --               --               --           108,614                --           108,614
compensation
Net loss                           --               --               --                --        (1,027,682)       (1,027,682)
Balances, June
30, 2004                   22,945,406           22,945        4,453,905          (378,136)       (1,364,587)        2,734,127
Sales of common             1,829,200            1,829        4,502,517                --                --         4,504,346
stock
Fair value of                      --               --        1,149,008                --                --         1,149,008
warrants issued
with debt
Transaction and                    --               --         (493,663)               --                --          (493,663)
registration costs
Deferred                           --               --               --          (217,147)               --          (217,147)
compensation
Net loss                           --               --               --                --        (2,164,571)       (2,164,571)
Balances, June
30, 2005                   24,774,606     $     24,774     $  9,611,767      $   (595,283)     $ (3,529,158)     $  5,512,100
</TABLE>

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                    NATURAL GAS SYSTEMS, INC. AND SUBIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                               For the Period from
                                                                                                               September 23, 2003
                                                                      Twelve Months Ended   Six Months Ended     (inception) to
                                                                         June 30, 2005       June 30, 2004      December 31, 2003
                                                                         --------------      --------------      --------------
<S>                                                                      <C>                 <C>                 <C>
Cash flows from operating activities:
          Net loss                                                       $   (2,164,571)     $   (1,027,682)     $     (336,905)

          Adjustments to reconcile net loss to net cash provided
         (used) by operating activities:
                Depletion                                                       257,882              41,549              13,960
                Depreciation                                                      2,242                 773                 386
                Non-cash stock-based compensation expense                       707,117             108,614              50,400
                Accretion of asset retirement obligations                        21,824               6,438               3,169
                Accretion of debt discount and non-cash interest                 78,882                  --              29,924
          Changes in assets and liabilities:
                Accounts receivable, trade                                     (276,374)             32,450             (28,762)
                Inventories                                                    (106,611)             (6,643)           (109,216)
                Accounts payable                                                101,201              24,999             114,188
                Royalties payable                                                89,713                  --                  --
                Accrued liabilities                                             226,397               8,289              41,783
                Prepaid expenses                                                (15,237)            (43,137)            (25,930)
                        Net cash used by operating activities                (1,077,535)           (854,350)           (247,003)
Cash flows from investing activities:
                Capital expenditures for oil and gas properties              (2,057,543)           (209,194)         (1,290,560)
                Capital expenditures for furniture, fixtures and
                equipment                                                        (9,022)                 --              (3,090)
                Restricted deposits and retainers                              (612,589)            205,000            (511,835)
                Other assets                                                    (99,469)                 --                  --
                                                                         --------------      --------------      --------------
                        Net cash used in investing activities                (2,778,623)             (4,194)         (1,805,485)
Cash flow from financing activities:
                Payments on notes payable                                    (1,725,167)           (710,327)                 --
                Proceeds from notes payable                                   3,806,678              49,490                  --
                Deferred financing costs                                       (279,924)                 --                  --
                Proceeds from issuance of common stock and fair
                value of warrants issued with debt                            4,729,091           1,056,900           2,882,800
                Transaction and registration costs                             (493,663)                 --                  --
                                                                         --------------      --------------      --------------
                        Net cash provided by financing activities             6,037,015             396,063           2,882,800
                                                                         --------------      --------------      --------------
          Increase (decrease) in cash and cash equivalents                    2,180,857            (462,481)            830,312
          Cash and cash equivalents, beginning of period                        367,831             830,312                  --
                                                                         --------------      --------------      --------------
          Cash and cash equivalents, end of period                       $    2,548,688      $      367,831      $      830,312
                                                                         ==============      ==============      ==============

          Supplemental disclosure of cash flow information:

                Interest paid                                            $      308,419      $       46,622      $           --
                Income taxes paid                                        $           --      $           --      $           --
          Non-cash transactions:

                Seller note issued to acquire properties, net of
                discount                                                 $           --      $           --      $    1,407,049

                Assumption of asset retirement obligations               $       99,984      $           --      $      301,835
</TABLE>

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2005

                   NATURAL GAS SYSTEMS, INC. AND SUBSIDIARIES

1. Company's Business

Reality Interactive, Inc. (" Reality "), a Nevada corporation that traded on the
OTC Bulletin Board under the symbol RLYI.OB, and the predecessor of Natural Gas
Systems, Inc., was incorporated on May 24, 1994 for the purpose of developing
technology-based knowledge solutions for the industrial marketplace. On April
30, 1999, Reality ceased business operations, sold substantially all of its
assets and terminated all of its employees. Subsequent to ceasing operations,
Reality explored other potential business opportunities to acquire or merge with
another entity, while continuing to file reports with the SEC. During the two
years prior to May 26, 2004, Reality represented that it had not conducted any
operations and had minimal assets and liabilities.

On May 26, 2004, Natural Gas Systems, Inc., a privately owned Delaware
corporation formed in September of 2003 (" Old NGS "), was merged into a wholly
owned subsidiary of Reality and Reality changed its name to Natural Gas Systems,
Inc. On the effective date of the merger, Laird Q. Cagan was elected as Chairman
of the Board of Directors of Reality and Robert S. Herlin and Sterling H.
McDonald, the CEO and CFO of Old NGS, were elected CEO and CFO of Reality,
respectively. The corporation was renamed Natural Gas Systems, Inc. ("we", "us",
"our", "our company", "Company" or "NGS") and adopted a June 30 fiscal year end.

Headquartered in Houston, Texas, Natural Gas Systems, Inc. is a petroleum
company engaged primarily in the acquisition, exploitation and development of
properties for the production of crude oil and natural gas from underground
reservoirs. NGS acquires established oil and gas properties and exploits them
through the application of conventional and specialized technology to increase
production, ultimate recoveries, or both. At June 30, 2005, NGS conducted
operations through its 100% working interest in the Delhi, Tullos Urania,
Crossroads, and Colgrade fields in Louisiana. Tullos Urania, Crossroad and
Colgrade are referred to collectively herein as the "Tullos Field (Area)".

All regulatory filings and other historical information prior to May 26, 2004
apply to Reality, the predecessor of the Company. NGS trades on the OTC Bulletin
Board under the symbol NGSY.OB. All stock information is adjusted to reflect
Reality's 40:1 reverse stock split effected prior to the merger with NGS.

2. Significant Risks and Uncertainties

Preparation of the Company's financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and contingencies as of the balance sheet date, and the reported
amount of revenues and expenses during the reporting period. On an ongoing
basis, management reviews its estimates, including those related to litigation,
environmental liabilities, income taxes, abandonment costs and the determination
of proved reserves. Changes in circumstances may result in revised estimates and
actual results may differ from those estimates.

The Company's business makes it vulnerable to changes in crude oil and natural
gas prices. Such prices have been volatile in the past and can be expected to be
volatile in the future. This volatility can dramatically affect cash flows and
proved reserves, since price declines reduce the estimated quantity of proved
reserves and increase annual amortization expense (which is based on proved
reserves), or could potentially result in an impairment charge. Other risks
related to proved reserves, revenues, and cash flows include the Company's
current reliance on the concentration of a few wells. The reserve report dated
July 1, 2005, identified twelve wells that make up approximately 60% of the
Company's PV-10 proved reserves, as compared to six wells at July 1, 2004. For
the production month of June 2005, approximately 29% of the Company's production
was derived from three wells, as compared to 85% in June 2004.

3. Summary of Significant Accounting Policies

Principles of Consolidation -- The consolidated financial statements include the
Company and its subsidiaries. All material inter-company accounts and
transactions have been eliminated.

Oil and Gas Properties and Furniture, Fixtures and Equipment --The Company
follows the full cost method of accounting for its investments in oil and
natural gas properties. All costs incurred in the acquisition, exploration and
development of oil and natural gas properties, including unproductive wells, are
capitalized. Proceeds from the sale of oil and natural gas properties are
credited to the full cost pool, unless the sale involves a significant quantity
of reserves, in which case a gain or loss is recognized. Under the rules of the
Securities and Exchange Commission ("SEC") for the full cost method of
accounting, the net carrying value of oil and natural gas properties is limited
to the sum of the present value (10% discount rate) of the estimated future net
cash flows from proved reserves based on current prices as of the balance sheet
date, and excluding future cash outflows associated with settling asset
retirement obligations, plus the lower of cost or estimated fair market value of
unproved properties adjusted for related income tax effects.


                                       6
<PAGE>

Capitalized costs of proved oil and natural gas properties are depleted on a
unit of production method using proved oil and natural gas reserves. Costs
depleted include net capitalized costs subject to depletion and estimated future
dismantlement, restoration and abandonment costs.

The costs of certain unevaluated leasehold acreage and wells being drilled are
not being amortized. Costs not being amortized are periodically assessed for
possible impairments or reductions in value. If a reduction of value has
occurred, the amount of the impairment is transferred to costs being amortized.

Equipment, which includes computer equipment, hardware and software and
furniture and fixtures, is recorded at cost and is generally depreciated on a
straight-line basis over the estimated useful lives of the assets, which range
from two to five years.

Repairs and maintenance are charged to expense as incurred.

Statement of Cash Flows -- For purposes of the statements of cash flows, cash
equivalents include highly liquid financial instruments with maturities of three
months or less as of the date of purchase.

Concentrations of Credit Risk -- Financial instruments which potentially expose
the Company to concentrations of credit risk consist primarily of trade accounts
receivable. The Company's customer base includes multiple purchasers of our oil
and gas products. Although the Company is directly affected by the well-being of
the oil and gas industry, management does not believe a significant credit risk
exists at June 30, 2005.

Revenue Recognition --The Company recognizes oil and natural gas revenues from
its interests in producing wells as oil and natural gas is sold. As a result,
the Company accrues revenues related to production sold for which the Company
has not received payment.

Accounts Receivable, trade - Accounts receivable, trade consists of
uncollateralized accrued oil and gas revenues due under normal trade terms,
generally requiring payment within 30 days of production. Management reviews
receivables periodically and reduces the carrying amount by a valuation
allowance that reflects management's best estimate of the amount that may not be
collectible. As of June 30, 2005 and 2004, the valuation allowance was $0.

Accounting for Reverse Merger -- The Company accounted for its reverse-merger in
accordance with Staff Accounting Bulletin ("SAB") Topic 2A. Generally, the staff
of the Division of Corporate Finance considers reverse-mergers into public
shells to be capital transactions in substance, rather than business
combinations. That is, the transaction is equivalent to the issuance of stock by
the private company for the net monetary assets of the shell corporation,
accompanied by a recapitalization.

Under this treatment, post reverse-acquisition comparative historical financial
statements are those of the "legal acquiree" (i.e., the "accounting acquirer"),
with appropriate disclosure concerning the change in the capital structure
effected at the acquisition date. In the Company's case, the historical
financial statements are those of the oil and gas operations of Old NGS, and the
Consolidated Statement Of Changes in Stockholder's Equity reflects the activity
of Old NGS prior to the merger. All share and per share amounts have been
adjusted to reflect the conversion ratio of shares exchanged between Reality and
Old NGS.

Also, in accordance with SAB Topic 2A, transaction costs incurred for the
reverse-merger, such as legal fees, investment banking fees and the like, may be
charged directly to equity only to the extent of the cash received, while all
costs in excess of cash received should be charged to expense. Accordingly,
since no cash was received, $370,000 in transaction fees was expensed in the
Company's financial statements.

Stock Options --SFAS 123, "Accounting for Stock-Based Compensation," as amended
by SFAS 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure," established accounting and disclosure requirements using a fair
value-based method of accounting for stock-based employee compensation plans.
The Company accounts for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion 25, "Accounting for
Stock Issued to Employees" ("APB 25").

Fair Value of Financial Instruments --Our financial instruments consist of cash
and cash equivalents, accounts receivable, accounts payable, notes payable and
seller notes. The carrying amounts of cash and cash equivalents, accounts
receivable and accounts payable approximate fair value due to the highly liquid
nature of these short-term instruments. The fair value of the notes payable to
Prospect Energy approximates the carrying value of the notes as the effective
interest rates applicable to the notes approximates current rates available to
us for comparable financing arrangements. The fair values of the seller notes
approximate their carrying amounts as of June 30, 2004, based upon interest
rates then available to us for borrowings with similar terms.

Income taxes - Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes currently due, if any,
plus net deferred taxes related primarily to differences between basis of assets
and liabilities for financial and income tax reporting. Deferred tax assets and
liabilities represent the future tax return consequences of those differences,
which will either be taxable or deductible when the assets and liabilities are
recovered or settled. Deferred tax assets include recognition of operating
losses that are available to offset future taxable income and tax credits that
are available to offset future income taxes. Valuation allowances are recognized
to limit recognition of deferred tax assets where appropriate. Such allowances
may be reversed when circumstances provide evidence that the deferred tax assets
will more likely than not be realized.


                                       7
<PAGE>

Accounting for Price Risk Management activities - The Company enters into
certain financial derivative contracts utilized for non-trading purposes to
minimize the impact of market price fluctuations on contractual commitments and
forecasted transactions related to its oil and gas production. The Company
follows the provisions of the Statement of Financial Accounting Standards
("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities,
for the accounting of its hedge transactions. SFAS No. 133 establishes
accounting and reporting standards requiring that all derivatives instruments be
recorded in the consolidated balance sheet as either as an asset or liability
measured at fair value and requires that the changes in the fair value be
recognized currently in the earnings unless specific hedge accounting criteria
is met.

Upon adoption, the Company did not have any financial derivative contracts
utilized for non-trading purposes. Thus, the adoption of SFAS No. 133 had no
impact upon the Company. The Company has entered into certain over-the-counter
contracts to hedge the cash flow of part of the 2005 forecasted sale of oil and
gas production. The Company will not elect to document and designate these as
hedges. Thus, the changes in the fair value of these over-the-counter contracts
will be reflected in the earnings in the period in which they occur.

New Accounting Pronouncements - In December 2004, the FASB issued Statement of
Financial Accounting Standards No. 123R "Shared Based Payment" ("SFAS 123R").
This statement is a revision of SFAS Statement No. 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and its related implementation guidance. SFAS 123R
addresses all forms of shared based compensation ("SBP") awards, including
shares issued under employee stock purchase plans, stock options, restricted
stock and stock appreciation rights. Under SFAS 123R, SBP awards result in a
cost that will be measured at fair value on the awards' grant date, based on the
estimated number of awards that are expected to vest and will be reflected as
compensation cost in the historical financial statements. This statement is
effective for public entities that file as small business issuers as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005. The Company is in the process of evaluating whether SFAS No.
123R will have a significant impact of the Company's overall results of
operations or financial position.

4. Acquisitions

In September 2003, Old NGS completed the acquisition of a 100% working interest
in the Delhi Field. The acquisition closed on September 25, 2003, whereby Old
NGS paid $995,000 in cash, issued a purchase money mortgage for $1,500,000 (See
Note 7, Notes Payable, for a description of the mortgage) and assumed a plugging
and abandonment reclamation liability in the amount of approximately $302,000
(see Note 5, Asset Retirement Obligations), in exchange for the conveyance of
all the underlying leasehold interests. In addition to the mortgage, the
property is burdened by an aggregate 20% royalty interest.

On May 26, 2004, Reality Interactive, Inc., a publicly traded Nevada corporation
("Reality"), executed an Agreement and Plan of Merger with Natural Gas Systems,
Inc., a private Delaware corporation ("Old NGS"), whereby the shareholders of
Old NGS received 21,749,478 shares of common stock of Reality, in exchange for
all of the 21,749,748 shares of Old NGS common stock then outstanding. The
operations and management of Old NGS became our own, and Reality's name was
changed to Natural Gas Systems, Inc., a Nevada corporation (the "Company" or
"NGS"). Immediately prior to the closing of the merger, Reality had virtually no
operations, assets or liabilities.

On September 2, 2004, we purchased a 100% working interest in approximately 81
producing oil wells, 8 salt water disposal wells and 54 shut-in wells located in
La Salle and Winn Parishes, Louisiana. The purchase included leases covering
386.04 gross and net acres, and fee ownership of 2.33 acres around certain of
the wells. Fourteen of the 54 shut-in wells will require a new lease prior to
restoration of production. The purchase price was $725,000 less approximately
$20,000 in closing adjustments to reflect an effective date of July 1, 2004,
paid in cash, part of which was provided by the Bridge Loan described under Note
5. The acquisition was accounted for under the purchase method of accounting. No
goodwill arose from the purchase. Revenue and expense from the property was
recognized beginning September 1, 2004.

On February 3, 2005, we completed the purchase of a 100% working interest in
certain leases with approximately 65 producing oil wells, 9 salt water disposal
wells and 56 shut-in wells located in the Tullos Urania and Colgrade Fields in
La Salle and Winn Parishes, Louisiana. Four of the 56 shut-in wells required a
new lease prior to restoration of production. The purchase price was $812,733
less post-closing adjustments to reflect an effective date of December 1, 2004,
paid in cash. The acquisition was accounted for under the purchase method of
accounting. No goodwill arose from the purchase. Revenue and expense from the
property is recognized beginning February 1, 2005.

We believe that the foregoing property acquisitions are consistent with our
strategic business plan to acquire established oil and gas properties in order
to exploit them through the application of conventional and specialized
technology to increase production, ultimate recoveries, or both.

5. Asset Retirement Obligations

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires that an asset retirement obligation ("ARO")
associated with the retirement of a tangible long-lived asset be recognized as a
liability in the period in which a legal obligation is incurred and becomes
determinable, with an offsetting increase in the carrying amount of the
associated asset. The cost of the tangible asset, including the initially
recognized ARO, is depleted such that the cost of the ARO is recognized over the
useful life of the asset. The ARO is recorded at fair value, and accretion
expense will be recognized over time as the discounted liability is accreted to
its expected settlement value. The fair value of the ARO is measured using
expected future cash outflows discounted at the Company's credit-adjusted
risk-free interest rate. Fair value, to the extent possible, should include a
market risk premium for unforeseeable circumstances. Inherent in the fair value
calculation of ARO are numerous assumptions and judgments including the ultimate
settlement amounts, inflation factors, credit adjusted discount rates, timing of
settlement, and changes in the legal, regulatory, environmental, and political
environments. To the extent future revisions to these assumptions impact fair
value of the existing ARO liability, a corresponding adjustment is made to the
oil and gas property balance.


                                       8
<PAGE>

When an oil or gas property ceases economic production, we dismantle and remove
all surface equipment, plug the wells and restore the property's surface in
accordance with various regulations and agreements before abandoning the
property. The state of Louisiana requires operators of oil and gas properties to
secure plugging, abandonment and reclamation liabilities with financial
collateral in favor of the state. In the case of the Delhi Field, the previous
owner had established a Site Specific Trust Fund (SSTA Account) that is
considered a fully funded liability by the state of Louisiana. Pursuant to our
agreement to purchase the Delhi Field in September of 2003, we agreed to replace
the seller's collateral on the SSTA Account within 120 days of closing. During
the six months ended June 30, 2004, we replaced the seller's collateral by
posting a letter of credit in the face amount of $301,835, fully collateralized
by a certificate of deposit issued on Wells Fargo Bank. These restricted cash
equivalents are carried as "Other Assets" in our balance sheet.

In accordance with FAS 143, we recorded an estimated asset retirement obligation
("ARO") for our Delhi Field of approximately $302,000, of which $274,000 relates
to the Company's wells and $28,000 relates to wells operated by us for a third
party. Accordingly, we recorded an asset retirement obligation in the amount of
$302,000, with an offsetting $274,000 charge to the full cost pool and a $28,000
receivable due from the 3rd party at December 31, 2003. The receivable was
collected during the six months ended June 30, 2004.

With respect to our property acquisitions in the Tullos Field Area in late 2004
and early 2005, we recorded an estimated combined ARO liability totaling $99,984
based on the assessment we made during our fourth quarter of fiscal 2005.

The following table describes the change in our asset retirement obligations for
the periods from September 23, 2003 (inception) to June 30, 2005:

      Asset retirement obligation at September 23, 2003    $301,835
      Accretion expense for 2003                              3,169
      Asset retirement obligation at December 31, 2003      305,004
      Accretion expense for 2004                              6,438
      Asset retirement obligation at June 30, 2004          311,442
      Asset retirement costs in 2005                         99,984
      Accretion expense for 2005                             21,824
      Asset retirement obligation at June 30, 2005         $433,250

6. Oil and Gas Properties

Depletion expense for the period from September 23, 2003 (inception) to December
31, 2003, the six months ended June 30, 2004 and the twelve months ended June
30, 2005 totaled $13,960, $41,549 and $257,882, respectively. During 2003, no
costs were excluded from amortization. As of June 30, 2004 and June 30, 2005,
$105,225 and $61,887 of costs, respectively, were not being amortized.

7. Notes Payable

The following table sets forth the Company's notes payable balances as of the
dates indicated:

<TABLE>
<CAPTION>
                                                  June 30,        June 30,      December 31,
            Borrowing                               2005            2004            2003
            ---------                           ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
Delhi Mortgage Notes                            $         --    $    732,807    $  1,436,973
AICCO Insurance Premium Loan                              --          43,428              --
Cananwill Insurance Premium Loan (current)             6,754              --              --
Prospect Energy 5-Year Note                        2,906,548              --              --
Bridge Loan by our Chairman of the Board                  --              --              --
Herlin Loan                                               --              --              --
Total outstanding                               $  2,913,302    $    776,235    $  1,436,973
</TABLE>

DELHI MORTGAGE NOTES: In September 2003, we issued $1,500,000 of notes payable
in connection with our acquisition of the Delhi Field. The notes were
collateralized by a first mortgage on our Delhi Field and were payable to the
sellers in twelve equal monthly installments beginning on January 30, 2004 and
ending December 2004. Although the notes did not bear any interest, we imputed
interest at 8% per annum, thus resulting in an initial recorded principal amount
of $1,407,049. The Delhi Mortgage Notes were paid from a combination of loan
proceeds from Bridge Loans and the Company's cash flow.


                                       9
<PAGE>

AICCO LOAN: In May 2004, we borrowed $49,490 to finance 70% of our Director and
Officer's liability insurance premiums. The loan required eight level
mortgage-amortizing payments in the amount of $6,350 per month, including 7%
interest per annum. At June 30, 2005, there were no outstanding amounts owed
under the AICCO Loan.

CANANWILL LOAN: In October 2004, we borrowed $33,186 to finance 80% of our
General Liability, Casualty and Well Control insurance premiums. The loan
required ten level payments in the amount of $3,399 per month, including 5.25%
interest per annum. At June 30, 2005, $6,754 was owed under the Cananwill
Insurance Premium Loan.

BRIDGE LOAN: From August through December, 2004, Laird Q. Cagan, our Chairman
and a major stockholder, loaned us, through a series of advances, $920,000,
pursuant to a secured note bearing interest at 10% per annum and a 5%
origination fee (the "Bridge Loan") earmarked for our purchase of working
interests in the Tullos Urania Field in Louisiana, working capital and certain
costs related to the closing of the Prospect Facility described below. On
February 15, 2005, we repaid the Bridge Loan, totaling $953,589 with accrued
interest, in full.

HERLIN LOAN: In December, 2004, Mr. Herlin advanced us $3,000 for working
capital, with interest payable at 10% per annum. At June 30, 2005, there were no
amounts outstanding under the Herlin Loan.

PROSPECT FACILITY: On February 3, 2005, we closed the "Prospect Facility" (or
"Facility") and drew down $3,000,000, and on March 16, 2005 we drew down an
additional $1,000,000 on the total $4,800,000 commitment. The draws were used to
fund the February 2005 acquisition of properties in Louisiana, costs of the
financing, funding of a debt service reserve fund, repayment of the Bridge Loan,
immediate re-development of our existing properties and for working capital
purposes. After taking into account the effect of the completion of the February
2005 acquisition of properties (see Note 2 to our consolidated financial
statements), the closing of the Prospect Facility and our recent private
placement of common stock described below, and before taking into account the
effect of any new projects or acquisitions, we believed that our current
liquidity and anticipated operating cash flows were sufficient to allow the
remaining $800,000 commitment under the Facility to expire on May 3, 2005.

At June 30, 2005, we owed $2,906,548 on the Prospect Facility, including the
accreted discount through such date. At maturity or, exclusive of any prepayment
penalty, on early prepayment, the total amount owed under the Facility will be
$4,000,000 due to accretion of the original issue discount, which is described
below.

Under the terms of the Prospect Facility, each advance required us to issue two
securities, a debt security and an equity security (in the form of irrevocable
and revocable warrants) as follows:

(i) The debt securities issued under the Facility (the "Prospect Loan(s)") are
secured by all of our assets, bear an initial interest rate of 14% per annum
payable in arrears on the "face" (the par or matured amount of the loan), mature
on February 2, 2010 and do not require principal payments until the end of the
term. The loans are subject to voluntary prepayment premiums equal to 9% of the
face amount as of August 3, 2005, declining .5% for each three month period,
thereafter. For each draw under the Facility, we recorded a loan with an imputed
discount equivalent to the value of the Prospect Warrants described below.
Through June 30, 2005, we had drawn $4,000,000 under the Facility, crediting
$2,850,992 (net of the discount described below) to the Prospect Loan. The fair
value of the Prospect Warrants of $1,149,008 was recorded as a discount on the
Prospect Loans with a corresponding credit to additional paid-in capital for the
Prospect Warrants. The discount is accreted as additional loan interest expense
using the interest rate method over the five-year life of the loan, yielding an
annual effective interest rate of 27.26% and 24.87% for the first and second
Prospect Loans, respectively.

(ii) The equity securities issued under the Facility consisted of irrevocable
and revocable warrants (the "Prospect Warrants"). An irrevocable warrant to
purchase one share of our common stock was issued to Prospect for each $6.666667
drawn under the Facility, and a revocable warrant to purchase one share of our
common stock was issued for each $10 drawn under the Facility. Through June 30,
2005 we had issued to Prospect Energy irrevocable warrants to acquire up to
600,000 shares of common stock exercisable over a five-year term at a price of
$0.75 per common share, and revocable warrants to acquire up to 400,000 shares
of common stock on the same terms, except that the revocable warrants will be
automatically canceled if we attain certain financial targets by the end of
February 2006, and such revocable warrants cannot be exercised prior to such
date. As described under the Prospect Loan above, the Prospect Warrants have
been credited to additional paid-in capital in the amount of $1,149,008, based
on their estimated fair value. The holder of the shares of common stock
underlying the Prospect Warrants is the beneficiary of a registration rights
agreement. Terms of the registration rights agreement and assumptions underlying
fair value of the warrants are described in Note 8, "Common Stock, Stock Options
and Warrants".

Among other restrictions and subject to certain exceptions, the Prospect
Facility restricts us from creating liens, entering into certain types of
mergers or consolidations, incurring additional indebtedness, the payment of
dividends, changing the character of our business, or engaging in certain types
of transactions. The Prospect Loan agreement also requires us to maintain
specified financial ratios, including a 1.5:1 ratio of borrowing base to debt
and, commencing not later than the three months ended January 31, 2006, a 2.0:1
ratio of EBITDA (earnings before interest, income tax and other non-cash charges
such as depreciation, depletion and amortization) to interest.

At June 30, 2005, we were in compliance with the terms of the Facility. At May
31, 2005, we had however, not maintained a required performance milestone, thus
causing us to increase our restricted cash account under the terms of the
Facility from $300,000 to $560,000. The increased amount is reflected as
restricted deposits in our balance sheet at June 30, 2005, although transfer of
the additional $260,000 is pending our receipt of further instructions from
Prospect.


                                       10
<PAGE>

Looking forward, we are required to maintain an EBITDA to interest payable
coverage of 2:1, beginning no later than the three month period ending January
31, 2006, in order to maintain compliance. Our ability to comply with this
requirement is dependent on achieving certain operating results, especially with
respect to our planned drilling program of proved undeveloped reserves at our
Delhi Field beginning in May 2005. At September 27, 2005, our Delhi drilling
program had not yet begun due to delays caused by casualty repairs sustained by
the drilling contractor for the account of another customer. Due to these
delays, we can give no assurance that the delayed results from this program will
provide sufficient EBITDA to meet the required interest coverage ratio. If such
a covenant breach occurs and is not waived by Prospect, the debt would become
immediately due and payable. Since we do not have sufficient liquid assets to
prepay our debt in full, we would be required to refinance all or a portion of
our existing debt or obtain additional financing. If we were unable to refinance
our debt or obtain additional financing, we would be required to curtail
portions of our development program, sell assets, and/or reduce capital
expenditures. Had we been subject to this requirement on June 30, 2005, we would
not have been in compliance.

8. Common Stock, Stock Options and Warrants

Common Stock

From September 23, 2003 (Inception) through December 31, 2003, Old NGS issued
18,000,000 common shares as founder's capital at $0.001 per share, and sold
2,864,600 of its $0.001 par value common shares at $1.00 per share through a
private equity offering to accredited investors. At December 31, 2003, Reality
had issued and outstanding 256,598 shares of its $0.001 par value common stock.

From January 1, 2004, up to, but not including, the merger closing on May 26,
2004, Reality issued 689,663 of its $0.001 par value common shares, net of
cancellations and redemptions. During the same period in 2004, Old NGS sold
884,878 of its $0.001 par value common shares to accredited investors for
$886,900 gross proceeds, less $60,000 in commissions equal to 8% of the gross
cash proceeds and the issuance of 7 year term warrants equal to 8% of the shares
issued, for the account of Chadbourn Securities, Inc. and Laird Q. Cagan, an
affiliate of the Company as described in Note 9, "Related Party Transactions".

At the closing of the merger on May 26, 2004, Reality issued 21,749,478 of its
$0.001 par value common shares in exchange for all of the 21,749,478 issued and
outstanding $0.001 par value common shares of Old NGS.

Subsequent to the merger closing through June 30, 2004, we sold 249,667 shares
of our $0.001 par value common shares for gross proceeds of $250,000, less
$30,000 in commissions and the same warrant structure described above for the
account of Chadbourn Securities, Inc. and Laird Q. Cagan.

During the twelve months ended June 30, 2005, we raised gross proceeds of
$4,729,091 from the sale of our common stock, warrants to purchase our common
stock and direct stock grants, less placement fees of $257,840 to Chadbourn
Securities and Laird Q. Cagan and warrants to purchase 108,536 shares. In
addition, we also paid $32,659 to unrelated third parties as finder's fees. Of
the total, $3,580,083 was received from the sale of 1,594,200 shares of our
common stock and the issuance of 235,000 shares of our common stock upon the
exercise of options and direct stock awards granted under our 2004 Stock Plan.
The remaining $1,149,008 was raised through the sale of warrants to Prospect
Energy as described in Note 7, "Notes Payable".

Options and Warrants issued to Employees

2003 Stock Option Plan

Old NGS adopted a stock option plan in 2003 (the "2003 Plan"). The purpose of
the 2003 Plan was to offer selected individuals an opportunity to acquire a
proprietary interest in the success of Old NGS, or to increase such interest, by
purchasing shares of the Old NGS common stock. The 2003 Plan provided both for
the direct award or sale of shares and for the grant of options to purchase
shares in an aggregate amount not to exceed 4,000,000 shares. Options granted
under the Plan included non-statutory options as well as incentive stock options
intended to qualify under Section 422 of the Internal Revenue Code. Of the
options to purchase 600,000 shares granted under the 2003 Plan by Old NGS, all
were assumed by Reality Interactive, Inc., predecessor to the Company. Of these,
options to purchase 250,000 shares were granted to each of Messrs. Herlin and
McDonald. These options were accounted for under APB 25, giving rise to $437,250
of expense, spread over a four year vesting schedule.

2004 Stock Plan

On August 3, 2004, we adopted our 2004 Stock Plan (the "2004 Plan"). The purpose
of the 2004 Plan is to offer selected individuals an opportunity to acquire a
proprietary interest in our success, or to increase such interest, by purchasing
our shares of common stock. The 2004 Plan provides both for the direct award or
sale of shares and for the grant of options or warrants to purchase shares in an
aggregate amount not to exceed 4,000,000 shares. Options granted under the 2004
Plan may include non-statutory options as well as incentive stock options
intended to qualify under Section 422 of the Internal Revenue Code.

No options were issued during the six months ended June 30, 2004. However, an
aggregate 200,000 options had been authorized, but not issued, to two members of
our Board of Directors, Messrs. DiPaolo and Stoever.


                                       11
<PAGE>

During the twelve months ended June 30, 2005, there were 1,500,000 shares of
common stock issued or issuable upon exercise of outstanding options, and 25,000
shares issued directly under the 2004 Stock Plan to employees, all subject to
various vesting requirements, leaving 2,305,000 shares of common stock available
for issuance under the 2004 Stock Plan, after taking into account awards to
non-employees totaling 170,000 shares. Of these awards, options to purchase
100,000 shares were issued to each of our directors, E.J. DiPaolo and Gene
Stoever, in consideration for their services; options to purchase 500,000,
350,000, 350,000 and 100,000 shares were granted to Messrs. Herlin, McDonald,
Mazzanti and Joe; and a direct stock grant of 25,000 shares was made to Mr.
Mazzanti. All of these options and grants were accounted for under APB 25,
giving rise to $44,000 of expense spread over a two year vesting period for
Messrs. Stoever and DiPaolo, and $40,225 of expense spread over a one year
vesting period for Mr. Mazzanti.

Non-Plan Warrants to Employees

During the twelve months ended June 30, 2005, Mr. Herlin was granted revocable
warrants to purchase 287,500 of common stock, and Mr. Mazzanti was granted
revocable warrants to purchase 200,000 shares. These warrants were accounted for
under APB 25, and gave rise to no Company expense during fiscal 2005, because
the exercise price of Mr. Herlin's warrants exceeded fair value of the stock at
June 30, 2005, and vesting of Mr. Mazzanti's warrants is based on a future
specified event that has not yet occurred.

A reconciliation of reported loss as if the Company used the fair value method
of accounting for stock-based compensation computed under FASB 123 as compared
to the compensation expense we recorded under APB 25 follows:

<TABLE>
<CAPTION>
                                                                                                           For the Period
                                                                                                           from September
                                                                                                              23, 2003
                                                                          Twelve Months     Six Months     (Inception) to
                                                                          ended June 30,    ended June      December 31,
                                                                               2005          30, 2004           2003
                                                                          -----------------------------------------------
<S>                                                                         <C>             <C>                 <C>
Pro forma impact of Fair Value Method (SFAS 148):
     Net loss attributable to common stockholders, as reported               ($2,164,571)   ($1,027,682)        ($336,905)
     Plus share based compensation expense determined under APB 25               131,313        108,614            50,400
     Less compensation expense determined under Fair Value Method               (359,457)      (110,978)          (51,858)
                                                                          -----------------------------------------------
     Pro forma net loss attributable to common stockholders                  ($2,392,715)   ($1,030,046)        ($338,363)

Loss per share (basic & diluted):
     As reported                                                                  ($0.09)        ($0.05)           ($0.02)
     Pro Forma                                                                    ($0.10)        ($0.05)           ($0.02)
        Weighted average Black-Scholes fair value assumptions:
               Risk free interest rate                                      4.18% - 4.93%          2.50%             2.50%
               Expected life                                                   3-4 years        3 years           3 years
               Expected volatility                                            104% - 130%         131.0%            131.0%
               Expected dividend yield                                               0.0%           0.0%              0.0%
</TABLE>

Fair values were estimated at the date of grants using the Black-Scholes options
pricing model, based on the assumptions above. For purposes of the pro forma
disclosures, the estimated fair value is amortized to expense over the awards'
vesting period. The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock
price volatility. Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a single measure of the fair value of its employee stock
options. At June 30, 2005, 2,305,000 shares were available for grant under the
plans.


                                       12
<PAGE>

A summary of option and warrant transactions issued to employees for the period
from September 23, 2003 (inception) to June 30, 2005 follows:

<TABLE>
<CAPTION>
                                                                                      Weighted
                                                        Weighted       Weighted        average
                                                         average        average       Remaining
                                          Number of     Exercise      Grants Date    Contractual
                                           Shares         Price       Fair Value        Life
                                          ---------     ---------     -----------    -----------
<S>                                      <C>               <C>           <C>           <C>
For the Period from September 23,
2003 (Inception) to December 31, 2003
                              Granted       500,000        $0.13         $0.94
                            Exercised             0           --
                             Canceled             0           --

Outstanding at December 31, 2003            500,000        $0.13                       9.8 years

Six months ended June 30, 2004
                              Granted             0
                            Exercised             0
                             Canceled             0

Outstanding at June 30, 2004                500,000        $0.13                       9.3 years

Twelve months ended June 30, 2005
                              Granted    2,012,500*        $1.67         $1.31*
                            Exercised             0
                             Canceled             0

Outstanding at June 30, 2005              2,512,500        $1.37                       9.4 years
</TABLE>

* Mr. Mazzanti's revocable warrants to purchase 200,000 shares are included in
the number of shares granted, but have not been used to calculate the weighted
average grants date fair value since the award is contingent on a specified
future event.

These options and warrants vest during the following fiscal years ended June 30
as follows: Vested at June 30, 2005 - 303,125; 2006 - 696,875; 2007 - 571,875;
2008 - 493,750 and 2009 - 446,875.

Options, Warrants and Grants to Non-Employees

At June 30, 2005, outstanding warrants and options, excluding employees, to
purchase the Company's $0.001 par value common shares were as follows:

                        Warrants and Options Outstanding
                              (Excluding Employees)

<TABLE>
<CAPTION>
Holder                                            Range of          Outstanding at     Exercisable
                                             Exercisable Prices      June 30, 2005    June 30, 2005
                                          ------------------------   -------------    -------------
<S>                                       <C>           <C>              <C>              <C>
Cagan McAfee Capital Partners, LLC        $     1.00    $     1.00         165,000          165,000
Chadbourn Securities, Inc.                $     1.50    $     2.50           8,574            8,574
Laird Q. Cagan                            $     1.00    $     2.50         142,143          142,143
Tatum Partners                            $     .001    $    0.001         262,500          262,500
Prospect Energy                           $     0.75    $     0.75       1,000,000          600,000
Steve Lee (counsel to the Company)        $     .001    $     1.80          60,000           10,000
Other                                     $     1.00    $     2.00         146,750          146,750
---------------------------------------------------------------------------------------------------
Total                                                                    1,784,967        1,334,967
</TABLE>


                                       13
<PAGE>

As of June 30, 2004, we issued warrants to purchase 240,000 shares of common
stock to Cagan McAfee Capital Partners and their assigns in connection with
arranging the merger, options to purchase 100,000 shares of common stock to
Steve Lee under the 2003 Stock Plan (90,000 of which have been exercised) and a
warrant to purchase 79,931 share of common stock in connection with Cagan
McAfee's capital raising services, of which warrants to purchase 66,784 and
3,147 shares of common stock were issued to Laird Q. Cagan and Chadbourn
Securities, Inc., respectively. Mr. Lee's award gave rise to $99,900 of fair
value expense under SFAS 123 over the one year vesting period, using the
Black-Scholes model with the following assumptions: Volatility - 131%, Risk Free
Rate - 5.0%, Estimated Term - 3 years, and Dividends - 0.

During fiscal year ended June 30, 2005, we issued warrants to purchase 142,536
shares of common stock in connection with capital raising services, of which we
issued warrants to purchase 75,359 and 5,427 shares of common stock to Laird Q.
Cagan and Chadbourn Securities, Inc., 61,750 to third parties and options to
purchase 50,000 shares to Steve Lee under the 2004 Stock Plan.

During the fiscal year ended June 30, 2005, we also made a direct stock grant
for 120,000 shares to Liviakis Communications (excluded from the table above)
for investor relations services and issued options to purchase 50,000 shares of
our stock to Mr. Lee under our 2004 Plan. Mr. Lee's grant gives rise to $67,519
of fair value expense under SFAS 123, to be spread over a four year vesting
schedule. Fair value was derived using the Black-Scholes model using the
following assumptions: Volatility - 110%, Risk Free Rate - 4.18%, Estimated Term
- 4 years, and Dividends - 0. The Liviakis stock grant gives rise to $263,880 of
expense, spread over a one year vesting schedule, beginning monthly in April
2005. The fair value of the Liviakis grant under SFAS 123 was equivalent to the
fair value of our stock on the date of grant.

Also during the fiscal year ended 2005, we issued warrants to purchase 1,000,000
shares under the Prospect Facility, recording fair value in the amount of
$1,149,008 using the Black-Scholes model, using the following assumptions:
Volatility - 102.8%, Risk Free Rate - 4.93%, Estimated Term - 3 years, Dividend
- 0. Certain of these warrants will not vest if the Company reaches certain
financial thresholds. As a result, those warrants were discounted in determining
fair value. Finally, we issued warrants to purchase 262,500 shares to Tatum
Partners, recognizing $432,976 of SFAS 123 fair value expense in the current
year, wherein fair value was equal to intrinsic value since there was no time
value associated with the grant.

Registration Rights

Under the terms of our private placement of 1,200,000 shares of our common stock
with the Rubicon Fund on May 6, 2005, we contemporaneously entered into a
registration rights agreement (the "RRA"). The RRA requires us, among other
things, to obtain and maintain an effective registration statement with the SEC
for Rubicon's shares, failing which, subjects us to the payment of penalties not
to exceed 1% of the share proceeds, or $30,000, for each month of
non-compliance. Penalties are incurred for each month for which a registration
statement has not become effective, beginning October 6, 2005. Penalties may
also be incurred for any month for which effectiveness has not been maintained
prior to the shares becoming tradable under Rule 144, but in no event can the
penalty cumulatively exceed 8% or $240,000. The SEC is currently reviewing the
registration statement we filed June 6, 2005 on Form SB-2, and we can give no
assurance that our registration statement will become or be maintained effective
after October 6, 2005. Accordingly, we have accrued, against our equity account
$100,000 for penalties and other transaction costs which may become due.

We have also entered into other registration rights agreements, the effect of
which gives the holders the right to "piggyback" their shares, from time to
time, as we register other shares.

9. Related Party Transactions

Laird Q. Cagan, the Chairman of our Board of Directors, is a Managing Director
of Cagan McAfee Capital Partners, LLC ("CMCP"). CMCP performs financial advisory
services for us pursuant to a written agreement and is paid a monthly retainer
of $15,000. In addition, Mr. Cagan is a registered representative of Chadbourn
Securities, Inc. ("Chadbourn"), our non-exclusive placement agent for private
financings. Pursuant to the Agreement between Mr. Cagan, Chadbourn and us, we
pay a cash fee equal to 8% of gross equity proceeds and warrants equal to 8% of
the shares placed by CMCP. During 2003, we expensed and paid CMCP $32,500 for
monthly retainers.


                                       14
<PAGE>

In connection with the founding of the Company, 18,000,000 shares of Old NGS
common stock were directly and indirectly purchased by various parties as
founder's shares, including, 1,000,000 shares by Robert S. Herlin as an
incentive to perform as the Company's President and CEO; 1,000,000 shares by
Liviakis Financial Communications, Inc., the Company's investor relations firm;
7,500,000 shares by Laird Q. Cagan, the Company's Chairman and Managing Director
of CMCP; and 5,700,000 by Eric M. McAfee, Managing Director of CMCP, and 450,000
by John Pimentel, a member of the Company's Board of Directors.

During the six months ended June 30, 2004 we expensed $90,000 in monthly
retainers, $60,000 of which remained unpaid at June 30, 2004, and charged
$80,000 to stockholder's equity as a reduction of the proceeds from common stock
sales in the amount of $1,000,000. The $80,000 paid to Chadbourn Securities and
Laird Q. Cagan was for commissions from the sale of our common stock. Also
during the six months ended June 30, 2004 we issued warrants to purchase 319,932
shares of Common Stock to CMCP, Chadbourn Securities and Laird Q. Cagan and
their assigns in connection with arranging the merger, (240,000 warrants) and
placement of 999,145 common shares (79,932 warrants). These warrants have a
$1.00 exercise price and a seven year term.

During the fiscal year ended June 30, 2005, we issued warrants to purchase
91,359 and 5,427 shares of common stock to Laird Q. Cagan and Chadbourn
Securities, Inc., respectively, in connection with capital raising services.
During the same period, we paid $257,890 cash commissions to Laird Q. Cagan and
Chadbourn Securities, Inc., in connection with capital raising activities.
Further, during fiscal year ended June 30, 2005, the Company expensed and paid
CMCP $180,000 for monthly retainers earned in fiscal 2005, and paid $60,000 for
monthly retainers earned, but unpaid, during fiscal 2004.

Also during fiscal 2005, from August through December, 2004, Mr. Cagan loaned
us, through a series of advances, $920,000, pursuant to a secured promissory
note bearing interest at 10% per annum and a 5% origination fee (the "Bridge
Loan") earmarked for our purchase of working interests in the Tullos Urania
Field in Louisiana, working capital and certain costs related to the closing of
the Prospect Facility. On February 15, 2005, we repaid the Bridge Loan, totaling
$953,589 with accrued interest, in full.

Eric McAfee, also a Managing Director of Cagan McAfee Capital Partners, has
served as Vice Chairman of the Board of Verdisys, Inc., the provider of certain
horizontal drilling services to the Company. Subsequently in 2004, Mr. McAfee
resigned from the Board of Directors of Verdisys, but continues to hold shares
in both companies. Mr. McAfee has represented to the Company that he is also a
50% owner of Berg McAfee Companies, LLC, which owns approximately 30% of
Verdisys, Inc. NGS paid $130,000 to Verdisys (Blast Energy) during 2003 and
$25,960 during 2004 for horizontal drilling services.

10. Supplemental Oil and Gas Disclosures (unaudited)

               Costs Incurred in Oil and Gas Producing Activities

<TABLE>
<CAPTION>
                                                                                       For the Period From
                                                                                       September 23, 2003
                                          Twelve Months Ended     Six Months Ended       (Inception) to
                                             June 30, 2005         June 30, 2004        December 31, 2003
                                            ----------------      ----------------      ----------------
<S>                                         <C>                   <C>                   <C>
Property acquisition costs:
     Proved                                 $      1,554,149      $          6,855      $      2,363,716
     P&A liability assumed                            99,984                     0               273,760
     Unproved                                         61,887               105,225                     0
Exploration costs                                          0                     0                     0
Development costs                                    441,508                97,114               333,992
                                            ----------------      ----------------      ----------------
Total property acquisition costs            $      2,157,528      $        209,194      $      2,971,468
                                            ================      ================      ================
</TABLE>

           Results of Operations for Oil and Gas Producing Activities

<TABLE>
<CAPTION>
                                                                                                                 For the Period From
                                                                        Twelve Months        Six Months Ended    September 23, 2003
                                                                        Ended June 30,        Ended June 30,       (Inception) to
                                                                             2005                  2004           December 31, 2003
                                                                       ----------------      ----------------      ----------------
<S>                                                                    <C>                   <C>                   <C>
Oil and gas sales                                                      $      1,635,187      $        118,158      $         24,229
Production costs                                                               (874,876)             (134,420)              (76,303)
Production taxes                                                                (68,386)              (14,581)               (3,002)
Depletion                                                                      (257,882)              (41,549)              (13,960)
                                                                       ----------------      ----------------      ----------------
Results of operations for oil and gas producing
activities (excluding corporate overhead and financing costs)          $        434,043      ($        72,392)     ($        69,036)
                                                                       ================      ================      ================
</TABLE>


                                       15
<PAGE>

Proved Developed and Undeveloped Reserves Prepared by W.D. Von Gonten & Co.
Petroleum Engineers

The following table sets forth the net proved reserves of the Company as of July
1, 2005, and the changes therein for the periods from September 23, 2003
(inception) to July 1, 2005. The reserve information was prepared by W.D. Von
Gonten & Co., independent petroleum engineers. All of the Company's oil and gas
producing activities are located in the United States.

                                                   Oil (bbls)         Gas (mcf)
                                                   ----------         ---------
September 23, 2003                                         --                --
Purchases of minerals in place                        241,219           778,700
Extensions and discoveries                                 --                --
Revisions                                                  --                --
Production                                               (857)               --
Sales of minerals in place                                 --                --

December 31, 2003                                     240,362           778,700
Purchases of minerals in place
Extensions and discoveries                             76,412           293,419
Revisions                                             (74,060)         (563,440)
Production                                             (3,180)             (123)
Sales of minerals in place                                 --                --

July 1, 2004 (1)                                      239,534           508,556
Purchases of minerals in place (2)                    418,217                --
Extensions and discoveries                            242,340           330,023
Revisions                                            (100,978)          (34,290)
Production                                            (27,230)          (72,166)
Sales of minerals in place                                 --                --

July 1, 2005 (3)                                      771,883           732,123

Proved developed reserves:
December 31, 2003                                     240,400           778,700
July 1, 2004 (4)                                      238,900           508,556
July 1, 2005 (5)                                      540,360           396,600

(1) During fiscal 2004, of the 270,000 MCF downward revision in our proved
natural gas reserves, net of extensions and discoveries, a 300,000 MCF downward
revision was due to the reclassification of our Delhi 208-1 well from proved to
probable reserve status, based on new well information that decreased the
probability of recovery below the threshold required for proved reserves. Proved
natural gas reserve quantities include 5,000 BBL of NGL's, converted at 6 MCF
per BBL at July 1, 2004.

(2) Proved developed reserves acquired in the Tullos Field Area during fiscal
2005.

(3) During fiscal 2005, the preponderance of our proved crude oil and natural
gas extensions and discoveries were due to the addition of eight proved
undeveloped reserve locations (PUDs), resulting from a six month geological
study performed by an outside geologist we engaged to review approximately 20%
of our Delhi Field. Proved crude oil additions more than exceeded the downgrade
of our acquired Tullos reserves, resulting from poor performance related to bad
weather, lack of service equipment and lack of repairs and maintenance by the
seller in the months immediately preceding our acquisition. Elimination of our
Delhi 210-2 well was primarily offset by a decrease in the estimate of fuel use.
Proved natural gas reserve quantities include 7,300 BBL of NGL's, converted at 6
MCF per BBL at July 1, 2005.

(4) At July 1, 2004, our proved developed natural gas reserves include 5,000 BBL
of NGL, converted at 6 MCF per BBL.

(5) During fiscal 2005, our proved developed natural gas reserves were revised
downward due to the loss of our Delhi 210-2 well due to bad casing. At July 1,
2005, our proved developed natural gas reserves included 3,500 BBL of NGL,
converted at 6 MCF per BBL.


                                       16
<PAGE>

 Standardized Measure of Discounted Future Net Cash Flows at December 31, 2003,
                        June 30, 2004 and June 30, 2005

The information that follows has been developed pursuant to SFAS No. 69 and
utilizes reserve and production data prepared by independent petroleum
consultants. Reserve estimates are inherently imprecise and estimates of new
discoveries are less precise than those of producing oil and natural gas
properties. Accordingly, these estimates are expected to change as future
information becomes available.

The estimated discounted future net cash flows from estimated proved reserves
are based on prices and costs as of the date of the estimate unless such prices
or costs are contractually determined at such date. Actual future prices and
costs may be materially higher or lower. Actual future net revenues also will be
affected by factors such as actual production, supply and demand for oil and
natural gas, curtailments or increases in consumption by natural gas purchasers,
changes in governmental regulations or taxation and the impact of inflation on
costs. Future income tax expense has been reduced for the effect of available
net operating loss carryforwards.

<TABLE>
<CAPTION>
                                                                          For the Period From
                                                                           September 23, 2003
                                Twelve Months Ended    Six Months Ended     (Inception) to
                                   June 30, 2005        June 30, 2004      December 31, 2003
                                  ----------------     ----------------     ----------------
<S>                               <C>                  <C>                  <C>
Future cash inflows               $     46,841,246     $     11,549,850     $     13,318,169
Future production costs                (20,028,389)          (2,978,139)          (2,895,677)
Future development costs                (1,920,000)            (450,000)            (357,000)
Future income taxes                     (6,036,000)          (1,465,000)          (2,412,000)
     Future net cash flows        $     18,856,857            6,656,711            7,653,492
                                  ----------------     ----------------     ----------------
10% annual discount                     (5,615,779)          (1,476,100)          (1,479,544)
                                  ----------------     ----------------     ----------------
     Standardized Measure         $     13,241,078     $      5,180,611     $      6,173,948
                                  ================     ================     ================
</TABLE>

                         Changes in Standardized Measure

The following table sets forth the changes in standardized measure of discounted
future net cash flows for the period from September 23, 2003 (inception) to
December 31, 2003, the six months ended June 30, 2004 and the twelve months
ended June 30, 2005:

<TABLE>
<CAPTION>
                                     Twelve Months Ended              Six Months         For the Period From
                                        June 30, 2005                    Ended            September 23, 2003
                                                                     June 30, 2004          (Inception) to
                                                                                           December 31, 2003
------------------------------------------------------------------------------------------------------------
<S>                                       <C>                          <C>                         <C>
Standardized Measure,                      5,180,611                   6,173,948                          --
beginning

Net change in income taxes                (3,209,706)                    737,006                  (1,945,722)

Oil and gas sales, net of                   (691,925)                     30,843                      51,065
costs

Discoveries and extensions                 7,131,907

Purchase of minerals in place              4,780,920                          --                   8,068,605

Changes in prices and costs                3,285,724                      82,230                          --

Change in developments costs              (1,045,275)                    (84,042)                         --

Accretion of discount                        518,061                     308,697                          --

Revisions of estimates                    (2,670,979)                 (2,131,318)                         --

Other                                        (38,260)                     63,247                          --
------------------------------------------------------------------------------------------------------------
Standardized Measure, ending              13,241,078                   5,180,611                   6,173,948
</TABLE>


                                       17
<PAGE>

11. Restricted Deposits

At June 30, 2005, Restricted deposits includes $301,835 securing a letter of
credit posted with the State of Louisiana for future plugging and abandonment
liabilities related to the Delhi Field, and $560,000 related to the debt service
reserve under the Prospect Facility.

Of these amounts, $201,835 and $200,000 exceed FDIC insurance limits in
depository accounts at Wells Fargo Bank and AmSouth Bank, respectively.

12. Income Taxes

The tax effect of significant temporary differences representing deferred tax
assets and liabilities at December 31, 2003, June 30, 2004 and June 30, 2005 are
as follows:

<TABLE>
<CAPTION>
                                           June 30,            June 30,          December 31,
                                             2005                2004               2003
                                        --------------      --------------      --------------
<S>                                     <C>                 <C>                 <C>
Oil and gas properties                  ($     178,144)     ($      69,389)     ($     113,558)
Basis in subsidiary stock                      125,800                   0                   0
Other                                          (10,159)                  0                   0
Net operating loss carryforwards             6,324,900             366,425             228,043
Valuation allowance                         (6,262,397)           (297,036)           (114,485)
                                        --------------      --------------      --------------

Net deferred tax asset                  $            0      $            0      $            0
                                        ==============      ==============      ==============
</TABLE>

The increase in the valuation allowance during fiscal 2003, 2004 and 2005 of
$114,485, $182,551 and $5,965,361 respectively, is the result of net tax losses
incurred during the year. The increase in the valuation allowance in fiscal 2005
is mostly attributable to the recognition of Reality's NOL carryforwards from
prior years, in addition to current year net tax loss. Reality's NOL
carryforwards had not been previously recognized as the tax impact of the
transaction described in the Note 1 was not resolved until fiscal year 2005.

As of June 30, 2005, we have net operating loss carryforwards of approximately
$18,603,000 that will expire in 2023, 2024 and 2025. Future utilization of the
net operating loss carryforwards and other tax attributes, absent a change in
law, will be significantly limited by changes in the ownership of the Company in
May 2004 under section 382 of the Internal Revenue Code.

The following is a reconciliation of the Company's expected income tax expense
(benefit) based on statutory rates to the actual expense (benefit):

<TABLE>
<CAPTION>
                                                                          For the Period
                                       Twelve               Six           From September
                                       Months              Months            23, 2003
                                     Ended June          Ended June       (Inception) to
                                      30, 2005            30, 2004       December 31, 2003
                                   --------------      --------------      --------------
<S>                                <C>                 <C>                 <C>
Income taxes (benefit) at          ($     735,954)     ($     349,412)     ($     114,548)
US statutory rate
Non-deductible
amortization and expenses                      --             165,141                  62
Deferred Stock
Compensation and non-
deductible expenses                       240,860                  --                  --
Deferred tax asset
valuation allowance
adjustment                                495,094             182,551             114,485
Net operating losses                           --                  --                  --
Other                                           0               1,720                   1
                                   --------------      --------------      --------------
</TABLE>


                                       18
<PAGE>

13. Leases

The Company is obligated for operating lease payments related to the Company's
headquarters in Houston, Texas, and a gas processing plant servicing the
Company's Delhi Field. Minimum lease payments are as follows:

                  Fiscal 2006:          $42,921
                  Fiscal 2007:          $33,980
                  Total                 $76,901

Lease expense was $121,799 for the twelve months ended June 30, 2005; $44,770
for the six months ended June 30, 2004 and $8,541 for the three months ended
December 31, 2003.

14. Liquidity

As of June 30, 2005, we had $2,548,688 of unrestricted cash and positive working
capital of $2,599,232, versus negative working capital of $383,352 at June 30,
2004, and negative working capital of $360,749 at December 31, 2003. Also at
June 30, 2005, the PV10 value of our proved oil and gas reserves to the face
value of our debt was over 4:1.

Nevertheless, our net losses totaling $2,164,571, $1,027,682 and $336,905 for
the twelve months ended June 30, 2005, the six months ended June 30, 2004 and
the period from September 23 (inception) to December 31, 2003, respectively, and
our requirement to maintain an EBITDA to interest payable coverage of 2:1,
beginning no later than the three month period ending January 31, 2006 under the
Prospect Facility, raises questions about our liquidity. Although our net cash
losses have narrowed on an annualized basis, our ability to comply with the
EBITDA to interest coverage ratio is dependent on achieving certain operating
results, especially with respect to our planned drilling program of proved
undeveloped reserves at our Delhi Field beginning in May 2005. At September 27,
2005, our Delhi drilling program had not yet begun, due to delays caused by
casualty repairs sustained by the drilling contractor for the account of another
customer. Due to these delays, we can give no assurance that the delayed results
from this program will provide sufficient EBITDA to meet the required interest
coverage ratio. If such a covenant breach occurs and is not waived by Prospect,
the debt would become immediately due and payable. Since we do not have
sufficient liquid assets to prepay our debt in full, we would be required to
refinance all or a portion of our existing debt or obtain additional financing.
If we were unable to refinance our debt or obtain additional financing, we would
be required to curtail portions of our development program, sell assets, and/or
reduce capital expenditures. Had we been subject to this requirement on June 30,
2005, we would not have been in compliance.

We are currently addressing these issues by taking actions to expedite the
repair and mobilization of the drilling rig that is causing the delay in our
proved undeveloped reserve drilling program, possibly adding to the expense of
our contract. Alternatively, it may be necessary for us to seek another rig,
although we can give no assurance that one will be available within our
timeframe, given tight industry supplies. We have also obtained covenant relief
from Prospect as discussed under Note 18, "Subsequent Events."

Based on our current estimates of production and current oil and gas prices, and
absent a default causing acceleration of our debt, we currently have sufficient
capital reserves to satisfy our short-term obligations and to fund our
anticipated development activities through December 31, 2005. We will require
more capital or success in our development activities, or both, to execute
additional acquisitions, fund our development plan beyond 2005, replace our
existing depleting reserves or exploit any technology projects we may develop
from time to time.

15. Loss per Share

The following table sets forth the computation of basic and diluted loss per
share:

<TABLE>
<CAPTION>
                                                                                                   For the Period
                                                                                                 from September 23,
                                                             Twelve Months      Six Months        2003 (Inception)
                                                             ended June 30,    ended June 30,     to December 31,
                                                                  2005              2004                2003
                                                            ---------------    ---------------    ---------------
<S>                                                         <C>                <C>                <C>
Numerator:
     Net loss applicable to common stockholders             ($    2,164,571)   ($    1,027,682)   ($      336,905)
     Plus income impact of assumed conversions:
          Preferred Stock dividends                                     N/A                N/A                N/A
          Interest on convertible subordinated notes                    N/A                N/A                N/A

                                                            ---------------    ---------------    ---------------
     Net loss applicable to common stockholders
     plus assumed conversions                                    (2,164,571)        (1,027,682)          (336,905)
                                                            ===============    ===============    ===============

Denominator:                                                     23,533,922         22,057,614         20,091,720

Affect of potentially dilutive common shares:
        Warrants                                                        N/A                N/A                N/A
        Employee and director stock options                             N/A                N/A                N/A
        Convertible preferred stock                                     N/A                N/A                N/A
        Convertible subordinated notes                                  N/A                N/A                N/A
        Redeemable preferred stock                                      N/A                N/A                N/A
Denominator for dilutive earnings per share -
weighted average shares
     Outstanding and assumed conversions                         23,533,922         22,057,614         20,091,720

Loss per common share:
Basic and diluted                                           ($         0.09)   ($         0.05)   ($         0.02)
                                                            ===============    ===============    ===============

Shares issuable from securities that could
potentially dilute earnings per share in the
future that were not included in the
computation of loss per share because their
effect was anti-dilutive:                                         4,222,468            919,932            600,000
</TABLE>


                                       19
<PAGE>

16. Commodity Hedging

As required under our credit agreement with Prospect Energy, we have placed
price risk contracts aggregating more than 50% of the production volumes that
our outside petroleum engineers have estimated to occur from our existing proved
developed producing reserves over the next two years. The Prospect Facility also
requires us to extend such coverage on a rolling two-year basis through the five
year term of the Facility.

As a part of this program, we purchased a series of price floors from Wells
Fargo Bank, set at a NYMEX WTI price of $38.00 per barrel of crude oil based
upon the arithmetic average of the daily settlement price for the first nearby
month of NYMEX WTI futures, for 2,000 barrels of crude oil per month for March
2006 through February 2007. The cost of the hedge was $3.00 per barrel of oil.
In accordance with SFAS No. 133, we have recorded these derivative puts at cost,
and have marked them to market at the end of each month. Through June 30, 2005,
$58,534 has been marked to market and expensed, leaving a remaining asset of
$13,466.

These derivatives are in addition to future forward delivery contracts we
entered into with Plains Marketing L.P., to complete our requirements under the
Prospect Facility.

17. Major Customers

All of our crude oil is currently sold to Plains Marketing L.P., all of our
natural gas is currently being sold to Texla Energy Management, Inc. and all of
our natural gas liquids are currently sold to a subsidiary of Enbridge Energy
Partners LP.

18. Subsequent Events

Effective September 22, 2005, we entered into an amendment to the Prospect
Facility, thereby obtaining covenant relief with respect to our obligation to
maintain an EBITDA to interest payable coverage ratio of 2:1. The amendment
changes our compliance date to begin not later than the three months ended
January 31, 2006, as compared to October 31, 2005 under the original terms of
the agreement. This amendment was effected in order to allow us to proceed with
the delayed drilling program of proved undeveloped reserve locations in our
Delhi Field, the results of which we are relying on to achieve the required
EBITDA coverage ratio. As explained earlier, the drilling program has been
delayed due to a casualty sustained to the contracted rig, while demobilizing
from a previous customer. In exchange for the amendment, we have issued to
Prospect revocable warrants to purchase 200,000 shares of our common stock,
exercisable at $1.36 per share over five years. The warrants will be
automatically revoked in the event we achieve $200,000 in EBITDA, as defined,
for any one month period through April 30, 2006. We also agreed to limit our
acquisitions of additional oil and gas properties to a maximum of $100,000 plus
any new funds raised, until we achieve a trailing three month EBITDA to interest
coverage ratio of 2.0. The limitation does not include any evaluation costs, so
that we may continue to review new projects. For additional details, the
amendment to the Loan Agreement and the Revocable Warrant Agreement are attached
to our Form 10-K for the year ended June 30, 2005, as Exhibits 10.30 and 10.31,
respectively.

All of our oil and gas assets are located in northern Louisiana. On August 29,
2005, the center of Hurricane Katrina, a Category 5 storm, came onshore just
east of New Orleans, Louisiana. None of our oil and gas property suffered
casualty loss from this storm, as the area was minimally affected by rains off
of the west side of Katrina as she progressed inland veering to the east. It is
possible, however, that in the aftermath of the storm we may become subject to
supply chain disruptions affecting the availability of fuel, power, supplies and
the like at any time, although we have not experienced any of these disruptions
to date.


                                       20
<PAGE>

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
Natural Gas Systems, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheets of Natural Gas
Systems, Inc. as of June 30, 2005, June 30, 2004 and December 31, 2003 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the twelve months ended June 30, 2005, the six months ended June 30,
2004 and the period from September 23, 2003 (inception) to December 31, 2003.
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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit 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 Natural
Gas Systems, Inc. and subsidiaries as of June 30, 2005, June 30, 2004 and
December 31, 2003, and the consolidated results of their operations and their
cash flows for each of the periods then ended, and the period from September 23,
2003 (inception) to December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 14 to the financial statements, the Company has sustained
losses since inception and has a requirement under its debt facility to meet a
prescribed interest coverage ratio beginning with the three month period ended
January 31, 2006. At the present time, the Company is not generating sufficient
cash flow from operations to meet the required interest coverage ratio. If the
Company does not meet the interest coverage ratio, the debt holder has the right
to cause the outstanding debt of $4,000,000 to become immediately due and
payable. At the present time, the Company does not have the resources to pay off
the debt in the event it becomes immediately due and payable.

HEIN & ASSOCIATES LLP

Houston, Texas
August 27, 2005, except for the first paragraph in Note 18 as to which the date
is September 27, 2005.


                                       21
<PAGE>

                                    PART III.

ITEM 13. EXHIBITS AND REPORTS

Index of Exhibits

<TABLE>
<S>      <C>                                                                                                    <C>
  2.1    Asset Purchase Agreement for Tullos Field dated September 3, 2004.                                     Previously Filed
  2.2    Definitive Asset Purchase Agreement, dated as of February 2, 2005, by and between Chadco, Inc.,        Previously Filed
         Alan Chadwick McCartney, Sonya McCartney and NGS Sub. Corp.
 3(i)    Articles of Incorporation. Previously Filed 3(ii) Bylaws.                                              Previously Filed
 10.1    Certificate of Draw Request, dated as of February 16, 2005, between the Company and Prospect           Previously Filed
         Energy Corporation ("Prospect")
 10.2    Loan Agreement, dated as of February 2, 2005, between the Company and  Prospect                        Previously Filed
 10.3    Mortgage, Collateral Assignment, Security Agreement and Financing Statement by NGS Sub. Corp.,         Previously Filed
         dated as of February 2, 2005
 10.4    Company Promissory Note in favor of Prospect                                                           Previously Filed
 10.5    Security Agreement, dated as of February 2, 2005, between NGS Sub Corp. and Prospect                   Previously Filed
 10.6    Security Agreement, dated as of February 2, 2005, between Natural Gas Systems, Inc., a Delaware        Previously Filed
         corporation, and Prospect
 10.7    Guaranty Agreement, dated as of February 2, 2005, by Natural Gas Systems, Inc., a Delaware             Previously Filed
         corporation, NGS Sub. Corp., Arkla   Petroleum, L.L.C. and Four Star Development Corporation, in
         favor of Prospect
 10.8    Warrant Agreement, dated as of February 2, 2005, between the Company  and Prospect                     Previously Filed
 10.9    Company Common Stock Purchase Warrant in favor of Prospect, dated as of February 2, 2005               Previously Filed
10.10    Revocable Warrant Agreement, dated as of February 2, 2005, between the Company and Prospect            Previously Filed
10.11    Company Revocable Common Stock Purchase Warrant in favor of Prospect, dated as of February 2, 2005     Previously Filed
10.12    Registration Rights Agreement, dated as of February 2, 2005, between the Company and Prospect          Previously Filed
10.13    Executive Employment Agreement, Robert S. Herlin, dated April 4, 2005                                  Previously Filed
10.14    Herlin Stock Option Agreement, dated April 4, 2005                                                     Previously Filed
10.15    Herlin Warrant Agreement, dated April 4, 2005                                                          Previously Filed
10.16    Amended and Restated Tatum Resources Agreement, dated April 4,  2005                                   Previously Filed
10.17    Tatum Warrant Agreement, dated April 4, 2005                                                           Previously Filed
10.18    Executive Employment Agreement, Sterling H. McDonald, dated April 4, 2005                              Previously Filed
10.19    McDonald Stock Option Agreement, dated April 4, 2005                                                   Previously Filed
10.20    Secured Promissory Note - Laird Q. Cagan, dated August 10, 2004                                        Previously Filed
10.21    Amendment to Secured Promissory Note - Laird Q. Cagan, dated  September 20, 2004                       Previously Filed
10.22    Securities Purchase Agreement dated as of May 6, 2005, by and between Natural Gas Systems, Inc.        Previously Filed
         and Rubicon Master Fund
10.23    Registration Rights Agreement dated as of May 6, 2005, by and between Natural Gas  Systems, Inc.       Previously Filed
         and Rubicon Master Fund
10.24    Amendment to Consulting Agreement, dated as of May 4, 2005, by and between Natural Gas Systems,        Previously Filed
         Inc., and Liviakis Financial Communications, Inc.
10.25    Stock Grant Agreement, dated as of May 4, 2005, by and between Natural Gas Systems, Inc. and           Previously Filed
         Liviakis Financial Communications, Inc.
10.26    Executive Employment Agreement, Daryl V. Mazzanti ("Mazzanti"), dated June 23, 2005                    Previously Filed
10.27    Mazzanti Stock Option Agreement, dated June 23, 2005                                                   Previously Filed
10.28    Mazzanti Stock Grant Agreement dated June 23, 2005                                                     Previously Filed
10.29    Mazzanti Revocable Warrant Agreement, dated June 23, 2005                                              Previously Filed
10.30    Amendment to Prospect Loan Agreement, dated September 27, 2005, between the Company and Prospect       Previously Filed
10.31    Revocable Warrant Agreement, dated as of September 27, 2005, between the Company and Prospect          Previously Filed
 21.1    List of all subsidiaries of the Company.                                                               Previously Filed
 31.1    Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.        Included
 31.2    Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.        Included
 32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant       Included
         to Section 906 of the Sarbanes-Oxley Act of 2002.
 32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant       Included
         to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>


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<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            NATURAL GAS SYSTEMS, INC.


                                        By: /s/ ROBERT S. HERLIN
                                            ------------------------------------
                                                Robert S. Herlin
                                                Chief Executive Officer
                                                (Principal Executive Officer)


                                        By: /s/ STERLING H. MCDONALD
                                            ------------------------------------
                                                Sterling H. McDonald
                                                Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)

Date: October 27, 2005

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

      Date                     Signature                         Title

October_27, 2005          /s/ E. J. DIPAOLO                Director
                          --------------------
                              E. J. DiPaolo

October_27, 2005          /s/ GENE STOEVER                 Director
                          --------------------
                              Gene Stoever

October_27, 2005          /s/ JOHN PIMENTEL                Director
                          --------------------
                              John Pimentel

October_27, 2005          /s/ LAIRD CAGAN                  Chairman of the Board
                          --------------------
                              Laird Cagan

October_27, 2005          /s/ ROBERT S. HERLIN             Director
                          --------------------
                              Robert S. Herlin


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