UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 10-K/A

(Amendment No. 2)





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009

OR



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

Commission file number 333-150853-4





Forbes Energy
Services Ltd.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Bermuda                                                        |  | 98-0581100                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|3000 South Business Highway 281
Alice, Texas                   |  | 78332                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code:

(361) 664-0549

Securities registered pursuant to Section 12(b)
or Section 12(g) of the Act: None





Indicate by
check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      ̈  Yes    x  No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act.    x  Yes     ̈   No

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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ̈  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈



Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large Accelerated Filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
|                        |  |   | 
|Non-Accelerated Filer   |  | x |  | Smaller Reporting Company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).     ̈  Yes    x   No

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the most recently completed second fiscal quarter, June 30, 2010, was
approximately CDN$24,390,270 based on the closing sales price of the registrants common stock as reported by the Toronto Stock Exchange on June 30, 2010 of $0.45 per share.

Indicate the number of common shares outstanding of each of the registrants classes of common shares, as of the latest practicable
date.

At January 12, 2011, there were 83,673,700 common shares outstanding.









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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/K, or the Amendment No. 2, amends the Annual Report on Form 10-K for the year ended December 31, 2010, or the Original Annual Report, filed by Forbes
Energy Services Ltd. and its subsidiaries, or the Forbes Group, with the Securities and Exchange Commission on March 31, 2010, as it was previously amended by the Amendment No. 1 on Form 10-K/A filed by the Forbes Group with the Securities
and Exchange Commission on April 30, 2010, or the Amendment No. 1. The Forbes Group is amending Item 9A-Controls and Procedures of the Original Annual Report in response to a comment letter received from the staff of the Securities
and Exchange Commission in connection with the staffs review of our Registration Statement on Form S-4 filed on November 19, 2010.

Except as described above, no other changes have been made to the Original Report. Accordingly, this Amendment No. 2 should be read in conjunction
with our Original Annual Report as amended by the Amendment No. 1. Further, the Amendment is stated as of the file date of the Original Annual Report and does not reflect events occurring after such filings.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2009. The
term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended or the Exchange Act, means controls and other procedures of a company that are designed to ensure
that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the
companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of
our disclosure controls and procedures as of December 31, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our internal control over financial reporting disclosure controls and procedures were not
effective. See Material Weaknesses below.

Changes in Internal Control over Financial Reporting, including
Remediation of Certain Material Weaknesses

Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Rule 13(a)-15(f) or Rule15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability
of our financial reporting for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our
transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with U.S. generally accepted accounting principles; providing reasonable assurance that receipts and
expenditures of company assets are made in accordance with authorizations of the Companys management and board of directors; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have
a material effect on our financial statements would be prevented or detected on a timely basis. Our management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation of our internal control over financial reporting as of December 31, 2009, our chief executive officer and chief financial officer
concluded that, as of such date, our internal control over financial reporting is not effective.

A material weakness is a
deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented
or detected on a timely basis. We had identified various material weaknesses as of December 31, 2008 primarily related to internal accounting controls. We believe that many of these were attributable to our transition from a private company to
a public reporting company. In connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2009 included in this Form 10-K and our assessment of the effectiveness of our disclosure controls
and procedures, we have



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concluded that we successfully remediated the following specific control deficiencies, which represented material weaknesses in our internal control over financial reporting as of
December 31, 2009:



| |  |  | Prior to our effective remediation, we did not maintain effective controls over the preparation and review of the consolidated/combined financial
statements and disclosures. Specifically, effective controls were not designed and in place around the oversight and review of the consolidated/combined financial statements and disclosures.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Prior to our effective remediation, we did not design or maintain effective controls over purchase accounting. Specifically, we did not design and
maintain effective controls over the accuracy and completeness of the purchase price allocation associated with the January 1, 2008 Delaware Reorganization. This material weakness resulted in the requirement to restate the Companys
unaudited condensed consolidated financial statements issued and filed for the quarters ended June 30, 2008 and September 30, 2008 (as well as the issued but unfiled financial statements for the quarter ended March 31, 2008).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the year ended December 31, 2009, management performed its assessment of internal control
processes and procedures. Other than these changes and the remediation measures described in this section, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred
during the fiscal year ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Company registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.

Material Weaknesses

In connection with the preparation of the Forbes Groups consolidated financial statements for the year ended December 31, 2009, we identified control deficiencies that constitute material
weaknesses in the design and operation of our internal control over financial reporting. The following material weaknesses were present at December 31, 2009.



| |  |  | We did not maintain an appropriate accounting and financial reporting organizational structure to support the activities of the Forbes Group.
Specifically, we did not maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training to ensure the proper selection, application and implementation of GAAP. This resulted in errors during
the quarters ended March 31, 2009; June 30, 2009; September 30, 2009; which were collected during the quarter ended December 31, 2009.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We did not design or maintain effective controls over the recording of revenue and expenses in our Mexico operations. Specifically, effective controls
were not designed and in place to ensure that revenues and expenses were recorded at the correct amounts in the appropriate period. This resulted in errors during the quarters ended March 31, 2009 and June 30, 2009, and September 30,
2009 which were corrected during the quarter ended December 31, 2009.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We did not design and maintain effective controls over the review of the accuracy and completeness of the income tax provision. This material weakness
resulted in the Forbes Group restating its unaudited condensed consolidated financial statements issued and filed for the quarters ended June 30, 2008 and September 30, 2008.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These control deficiencies could result in a future material misstatement to substantially all the accounts and disclosures that would
result in a material misstatement to the annual or interim combined financial statements that would not be prevented or detected. Accordingly, we have determined that each of the above control deficiencies represents a material weakness.

Remediation

As mentioned above, we have identified certain material weaknesses that exist as of December 31, 2009 in our internal control over external financial reporting and complex, non-routine accounting
issues.

In 2009 we engaged a third party consulting group to assist us with financial reporting and tax matters.



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We have implemented, or are in the process of implementing and continue to implement,
remedial measures to address the above deficiencies on a going-forward basis. In response to the Mexico operations revenue and expense recognition errors, effective mid-November 2009, a controller with international accounting experience who
is resident in Mexico assumed responsibility for Mexico accounting and controls. He has since hired an accounting staff which has been working diligently to address Mexicos accounting needs. Additionally, a third party consultant has been
hired to document systems and controls at our Mexico operations. To date, documentation has been limited as the first focus has been to properly capture and record all accounting transactions and activities.



|Item 10A. | Exhibits, Financial Statement Schedules
|--------- | ---------------------------------------



|       |  |                         |  |                                                                                                                                                           
|------ |  | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description of
Exhibits
|       |  |                        
|31.1*  |  |                        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).                                                                            
|       |  |                        
|31.2*  |  |                        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).                                                                            
|       |  |                        
|32.1*  |  |                        |  | Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|       |  |                        
|32.2*  |  |                        |  | Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|* | Filed herewith.
|- | ---------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 2 to Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alice, the State of Texas, on January 24, 2011.



FORBES ENERGY SERVICES LTD.By:

/s/    John E. CrispJohn E. CrispPresident and Chief Executive Officer




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EXHIBIT INDEX



|       |  |                         |  |                                                                                                                                                           
|------ |  | ----------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description of
Exhibits
|       |  |                        
|31.1*  |  |                        |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).                                                                            
|       |  |                        
|31.2*  |  |                        |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).                                                                            
|       |  |                        
|32.1*  |  |                        |  | Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|       |  |                        
|32.2*  |  |                        |  | Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



|* | Filed herewith.
|- | ---------------