U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

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

     For the Fiscal Year Ended:  December 31, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURIITES EXCHANGE
     ACT OF 1934

     For the transition period from ___________ to ___________

                           Commission File No. 1-13852

                                CET SERVICES, INC.
                   (Name of Small Business Issuer in its Charter)

            California                                 33-0285964
(State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
Incorporation or Organization)

           12503 E. Euclid Dr. #30, Centennial, Colorado       80111
             (Address of Principal Executive Offices)       (Zip code)

                     Issuer's telephone number:  (720) 875-9115

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

     Title of single class:          Name of exchange on which registered:
     Common Stock                    American Stock Exchange
     Securities registered pursuant to Section 12(g) of the Act:  None

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [  ]

Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
[X]Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [  ]

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

State issuer's revenues for its most recent fiscal year: $3,223,072

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, of the average bid and asked price of such common equity, as
of a specified date within the past 60 days.  As of February 14, 2006, the
aggregate market value of the Company's common stock held by non-affiliates
was approximately $1,208,806.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  As of February 25, 2006,
5,554,489 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (Check one):  YES [ ] NO [X]

Documents incorporated by reference: None



EXPLANATORY NOTE:

This amendment to the Annual Report on Form 10-KSB of CET Services Inc. is
being filed to include the information required by Items 9, 10, 11, 12 and 14
of Part III of Form 10-KSB.

                                   PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

     The following table sets forth the name and age of each of the Executive
Officers and Directors of the Company, indicating all positions and offices
with the Company presently held:


    Name               Age                Positions and Offices Held
--------------         ---         ---------------------------------------
Craig C. Barto         48          Director

Steven H. Davis        52          Chief Executive Officer, President, and
                                   Director

George Pratt           73          Director

John D. Hendrick       62          Director

Dale W. Bleck          55          Chief Financial Officer

Ann J. Heckler         57          Secretary

     There is no family relationship between any Director, Nominee for
Director, or Executive Officer of the Company.

     The Company has an Audit Committee and a Compensation and Nominating
Committee.

     The Audit Committee presently consists of Craig C. Barto, George Pratt,
and John D. Hendrick, each of whom is independent under the standards of the
American Stock Exchange currently in effect for the Company.  The Audit
Committee reviews financial statements and other data prior to release to the
public.  In addition, the Committee meets with the Company's independent
registered public accounting firm in connection with the Company's audit.
During 2005, the Audit Committee met four (4) times. The Board of Directors
has determined that George Pratt is an audit committee financial expert, and
that he is "independent", as that term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Exchange Act.

     The Compensation and Nominating Committee presently consists of Craig C.
Barto, George Pratt, and John D. Hendrick.  The Compensation and Nominating
Committee reviews compensation matters relating to the Executive Officers of
the Company and makes recommendations to the Board of Directors.  This
Committee is also responsible for identifying and reviewing the
qualifications of potential nominees for election to the Board of Directors.
The Compensation and Nominating Committee met three (3) times during 2005.

                                       2

     Set forth below are the names of all directors, nominees for director,
and executive officers of the Company, all positions and offices with the
Company held by each such person, the period during which he has served as
such, and the principal occupations and employment of such persons during at
least the last five years:

     Craig C. Barto has been a Director of the Company since 1991. He is also
the President and Chairman of the Board of Directors of Signal Hill
Petroleum, Inc., Barto/Signal Petroleum, Inc., Signal Hill Operating, Inc.,
and Signal Oil and Refining, Inc., which operate businesses such as Paramount
and Fletcher oil refineries.  A graduate of UCLA with a degree in Economics
in 1979, Mr. Barto was instrumental in the growth of the Signal Hill
Petroleum companies in the oil business with the reclamation of a marginal
operation in the West Newport Oil Field in Orange County, California.  In
addition to the oil and gas operations, Mr. Barto is also responsible for the
commercial and residential development of over 100 acres of some of the last
undeveloped hilltop property in Southern California.

     Steven H. Davis has served as the Company's Chief Executive Officer,
President, and a Director since 1991.  Prior to that time he was operating
partner of Lincoln Property Company which developed over 3 million square
feet of buildings in California, Nevada, and Colorado.  He has almost 20
years of experience in construction, financing, and developing industrial
real estate.  Mr. Davis graduated from Brown University with an emphasis in
Economics in 1975 and obtained an MBA from the University of Southern
California in 1977.  As President, Mr. Davis manages the Company's business
affairs and has been instrumental in securing financing, negotiating bonding
agreements, projecting and analyzing the feasibility of expansion, mergers
and acquisitions, and formulating business relationships with customers,
financial entities, and the legal community.

     George Pratt has been a Director of the Company since July 1998.  Since
June 1993, Mr. Pratt has been employed by Pratt Associates, Inc, which
provides professional services in the area of corporate finance, merger-
acquisition analysis for small high-technology companies, and providing
services to the legal profession such as valuations of securities and
privately-owned companies for estate purposes and research and testimony for
securities-related litigation.  From April 1988 to January 1993, he was
Chairman and Chief Executive Officer of Computer Automation, Inc., a
manufacturer of computer systems and automatic test equipment.  Mr. Pratt
received a B.B.A. Degree in Finance from Hofstra University in 1958.

     John D. Hendrick has been a Director of the Company since November 2000.
Since March 2000, Mr. Hendrick has been General Manager of the Centennial
Water & Sanitation District in Highlands Ranch, Colorado.  From 1996 to 2000,
he was owner of Hendrick Engineering, which provided consulting services for
water resources and water supply matters.  Mr. Hendrick has over thirty years
experience in the water industry in various capacities including hydrologist,
engineer, manager, and consultant.  Mr. Hendrick received a Bachelor's Degree
in Agricultural Engineering from Cornell University in 1965, a Master's
Degree in Agricultural Engineering from the University of Illinois in 1967,
and a Ph.D in Hydrology and Water Resources from Colorado State University in
1972.

                                     3

     Dale W. Bleck has been Chief Financial Officer since September 1999, and
he has been employed by the Company since March 1999.  From May 1998 to March
1999, he was Chief Financial Officer of Spartan Steel Products, Inc., a
distributor of steel products in Evergreen, Colorado.  From January 1987 to
May 1998, he was Controller (until April 1991) and then Corporate Analyst for
Western Dairymen Cooperative, Inc., a dairy cooperative in Thornton,
Colorado. Mr. Bleck received a B.S. Degree in Accounting from Illinois State
University in 1972 and a M.B.A. Degree from Colorado State University in
1998.

     Ann J. Heckler has been Secretary since June 2002, and has been employed
by the Company since April 1998.  From January 1991 through April 1998, she
was a small business owner in the Denver metropolitan area.  Ms. Heckler
graduated from the University of Oklahoma in 1971 with a degree in Business
Education.

     The Company's Board of Directors held four (4) meetings during the year
ended December 31, 2005.  Each Director attended all of the meetings held by
the Board of Directors and its Committees during the time each such Director
was a member of the Board or of any Committee of the Board.

     The Company's executive officers hold office until the next annual
meeting of directors of the Company.  There are no known arrangements or
understandings between any director or executive officer and any other person
pursuant to which any of the above-named executive officers or directors was
selected as an officer or director of the Company.

Section 16(a) Beneficial Reporting Compliance

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were officers
and directors or beneficial owner of 10% or more of the stock of the Company
failed to file on a timely basis reports required by Section 16(a) of the
Exchange Act during the most recent fiscal year.

Code of Ethics

     The Board of Directors has adopted a Code of Ethics which applies to all
of the Company's executive officers, directors and employees.  A copy of the
Code of Ethics is available by writing to the Corporate Secretary, CET
Services, Inc., 12503 E. Euclid Dr. #30, Centennial, Colorado 80111.

Item 10.  Executive Compensation.

     The following table sets forth information concerning the compensation
received for services rendered in all capacities to the Company for the years
ended December 31, 2005, 2004, and 2003, by the Company's President and each
other executive officer whose compensation exceeded $100,000 during such
years.







                                          4

<TABLE>
<CAPTION>

                                     Summary Compensation Table

                                                            Long Term Compensation
                                                          Awards         Payouts
                                                       -----------------------------
                             Annual Compensation                 Securities
                     --------------------------------            Underly-
                                            Other      Re-       ing                 All
                                            Annual     stricted  Options/            Other
Name and Principal                          Compen-    Stock     SARS       LTIP     Compen-
   Position          Year   Salary   Bonus  sation(1)  Award(s)  (Number)   Payouts  sation
------------------   ----   ------   -----  ---------  --------- ---------- -------  -------
<S>                  <C>    <C>      <C>    <C>        <C>       <C>        <C>      <C>
Steven H. Davis,     2005  $125,008  $ -    $ 3,676       0          0         0       $0
President and        2004  $125,008  $4,808 $   721       0          0         0       $0
Chief Executive      2003  $129,816  $2,404 $   433       0          0         0       $0
Officer

Dale W. Bleck        2005  $100,000  $ -    $ 2,707       0          0         0       $0
Chief Financial      2004  $ 99,308  $3,846 $ 2,930       0          0         0       $0
Officer              2003  $ 99,693  $1,846 $   775       0          0         0       $0
_______________

(1)  Includes Simple IRA contributions by the Company.

</TABLE>



                 Aggregated Option/SAR Exercises in Last Fiscal Year
                           and FY End Option/SAR Values

                                       Securities Under-  Value of Unexer-
                  Shares                lying Unexer-      cised in the-
                 Acquired               cised Options      Money Options/
                    On                 SARs at FY-End     SARs at FY End
                 Exercise    Value     Exercisable/         Exercisable
     Name        (Number)   Realized   Unexercisable       Unexercisable
---------------  ---------  --------   -----------------  ---------------

Steven H. Davis      0         0           0 / 0          $    0  / $  0
Dale W. Bleck        0         0      32,500 / 0          $1,750 /  $  0

     The Company has no formal employment agreements with any of its
Executive Officers.

Compensation of Directors

     Members of the Board of Directors receive a fee of $1,000 per Board
meeting attended, including telephone meetings.  They are also entitled to
reimbursement of reasonable travel expenses incurred by them in attending
board or committee meetings.


                                     5

     On September 17, 2003, the Board of Directors granted Craig Barto and
George Pratt, non-employee Directors of the Company, options to purchase
10,000 shares of common stock at $.32 per share.  These options were not
granted under any plan.  The options are exercisable commencing September 17,
2004, until September 17, 2008, except that they will expire three months
after the termination of serving as a Director of the Company, for reasons
other than death, and one year after termination as a result of death.

    Simple IRA Plan

     On April 1, 2004, the Company established a Simple IRA plan for its
employees under which they may defer a portion of their salaries up to
allowable limits.  The Company will match such deferrals on a dollar-for-
dollar basis not to exceed 3% of an employee's compensation or applicable
limits.

Stock Option Plan

     On March 1, 1995, the Company adopted an Incentive Stock Option Plan
(the "Plan") for key personnel.  A total of 550,000 shares of common stock
were reserved for issuance pursuant to the exercise of stock options under
the Plan.  The Plan expired on March 1, 2005, but options granted prior to
the expiration of the Plan will continue in accordance with their terms. In
August 1996, the Company filed a registration statement on Form S-8 to
register the shares of the Company's common stock reserved for issuance under
the Plan.

     As of December 31, 2005, options for 72,500 shares were outstanding at
prices ranging from $0.20 to $1.31 per share under the Plan.

Equity Compensation Plan Information

     The following table provides information as of December 31, 2005, with
respect to shares of the Company's common stock that may be issued under
equity compensation plans:












                                     6



<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                                                Number of
                                                                securities
                                                                remaining
                                 Number of                      available
                                 securities     Weighted-       for future
                                 to be issued   average         issuance under
                                 upon exer-     exercise        equity compen-
                                 cise of out-   price of        sation plans
                                 standing       outstanding     (excluding
                                 options,       options,        securities
                                 warrants       warrants        reflected in
                                 and rights     and rights      column (a))
Plan category                       (a)            (b)              (c)
-------------------------------------------------------------------------------------
<S>                              <C>            <C>             <C>
Equity compensation                52,500          $ .54             0
plans approved by
security holders

Equity compensation                20,000          $ .32             0
plans not approved                 ------          -----             -
by security holders

Total                              72,500          $ .48             0
-------------------------------------------------------------------------------------
</TABLE>



Item 11.  Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

     The following table sets forth the number and percentage of shares of
the Company's no par value common stock owned beneficially, as of April 21,
2006, by any person, who is known to the Company to be the beneficial owner
of 5% or more of such common stock, and, in addition, by each Director,
Nominee for Director, and Executive Officer of the Company, and by all
Directors, Nominees for Director, and Executive Officers of the Company as a
group.  Information as to beneficial ownership is based upon statements
furnished to the Company by such persons.

   Name and Address                 Amount and Nature of        Percent
  of Beneficial Owners              Beneficial Ownership        of Class
  --------------------              --------------------        --------

  Craig C. Barto                         713,554   (1)            12.8%
  2901 Orange Ave.
  Long Beach, CA 90807

  Steven H. Davis                      1,185,907   (2)            21.4%
  12503 E. Euclid Dr. # 30
  Centennial, CO  80111


                                      7



  George Pratt                            11,000   (3)             0.2%
  12503 E. Euclid Dr. # 30
  Centennial, CO  80111

  John D. Hendrick                         1,100    (4)              -
  62 W. Plaza Drive,
  Highlands Ranch, CO 80126

  Dale W. Bleck                           32,500    (5)             0.6%
  12503 E. Euclid Dr. # 30
  Centennial, CO  80111

  Ann J. Heckler                          20,000    (5)             0.4%
  12503 E. Euclid Dr. # 30
  Centennial, CO  80111

  All directors, nominees for          1,964,061                   35.4%
  director, and executive officers
  as a group (6 persons)

  Ross C. Gordon                         367,000                    6.6%
  234 Michelle Lane
  Alamo, CA  94507
__________________

(1)  Includes 703,554 shares held directly and 10,000 shares underlying stock
options exercisable within 60 days held by Mr. Barto.

(2)  Includes 1,185,907 shares held directly.

(3)  Includes 1,000 shares held directly and 10,000 shares underlying stock
options exercisable within 60 days held by Mr. Pratt.

(4)  Includes 1,100 shares held directly.

(5)  Represents shares underlying stock options exercisable within 60 days
held by the named person.

     The Company knows of no agreements the operation of which may at a
subsequent date result in a change in control of the Company.

Item 12.  Certain Relationships and Related Transactions.

     The Company sells water it acquires under a water lease to the
Centennial Water & Sanitation District.  John D. Hendrick, who became a
Director of the Company in November 2000, is the General Manager of the
Centennial Water & Sanitation District.  The Centennial Water & Sanitation
District makes payments to an escrow agent who distributes the funds
primarily to the lessor and the remainder to the Company.  During 2005 and
2004, the Company invoiced the Centennial Water & Sanitation District
$344,894 and $331,149, respectively, under this arrangement.

                                     8



     In March 2004, the Company sold a town home to Steven H. Davis, Chief
Executive Officer, President and Director for $160,949, which was comparable
to the price received for similar units from outside customers.  The sales
price approximated the cost of the unit.  In addition, the Company agreed to
lease the unit on a month-to-month basis from Mr. Davis for $1,050 per month
to serve as the model unit for the outside marketing firm.  The Company
terminated the lease in March 2005.

     All of these transactions were approved by the Board of Directors and
were made on terms as fair and reasonable to the Company as those that could
be obtained from non affiliated third parties.  Any future transactions
between the Company and its officers, directors, employees and affiliates
that are outside the scope of the Company's employment relationship with such
persons will be subject to the approval of a majority of the disinterested
members of the Board of Directors based upon a determination that the terms
are at least as favorable to the Company as those that could be obtained from
unrelated parties.

Item 13.  Exhibits.

     The following exhibits are filed herewith:

Exhibit
Number               Description                           Location
-------              -----------                           --------
  3.1     Amended and Restated Articles of      Incorporated by reference to
          Incorporation                         Exhibit 3.1 to the Company's
                                                Form SB-2 Registration
                                                Statement No. 33-91602

  3.2     Bylaws                                Incorporated by reference to
                                                Exhibit 3.2 to the Company's
                                                Form SB-2 Registration
                                                Statement No. 33-91602

  3.3     Certificate of Amendment of           Incorporated by reference to
          Articles of Incorporation             Exhibit 3.3 to the Company's
                                                Annual Report on Form 10-K
                                                for the year ended December
                                                31, 2003

 10.1     Incentive Stock Option Plan           Incorporated by reference to
                                                Exhibit 10.1 to the Company's
                                                Form SB-2 Registration
                                                Statement No. 33-91602

 10.2     Form of Incentive Stock Option        Incorporated by reference to
          Agreement                             Exhibit 10.2 to the Company's
                                                Form SB-2 Registration
                                                Statement No. 33-91602


                                      9




 10.4     Administrative Agreement between      Incorporated by reference to
          United States Environmental           Exhibit 10.1 to the Company's
          Protection Agency and the             Form 10-Q's for the nine
          Registrant                            months ended September 30,
                                                1999

 10.5     Development Agreement with the        Incorporated by reference to
          City of Westminster, CO.              Exhibit 10.9 to the Company's
                                                Annual Report on Form 10-K
                                                for the year ended December
                                                31, 2002

 21       Subsidiaries of the Registrant        Previously Filed

 23.1     Consent of GHP Horwath, P.C.          Previously Filed

 31.1     Certification of Chief Executive      Filed herewith electronically
          Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

 31.2     Certification of Chief Financial      Filed herewith electronically
          Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002

 32.1     Certification of Chief Executive      Filed herewith electronically
          Officer Pursuant to 18 U.S.C.
          Section 1350

 32.2     Certification of Chief Financial      Filed herewith electronically
          Officer Pursuant to 18 U.S.C.
          Section 1350

Item 14.  Principal Accountant Fees and Services.

     The following table presents aggregate fees for professional services
rendered by GHP Horwath, P.C. for the years ended December 31, 2005 and 2004;
for the audit of the Company's annual financial statements and fees billed
for other services rendered by GHP Horwath, P.C. during those periods:

                                        2005           2004
                                      ---------      --------

     Audit Fees (1)                   $ 44,024       $ 43,285
     Audit Related Fees                  -0-            -0-
     Tax Fees (2)                        5,000          7,000
     All Other Fees                      -0-            -0-
                                      --------       --------
        Total                         $ 49,024       $ 50,285
__________________

(1) These are fees for professional services for the audits of the Company's
annual financial statements and review of financial statements included in
the Company's 10-QSB filings, and services that are normally provided in
connection with statutory and regulatory filings or engagements.

                                    10


(2) These are fees for the preparation of the Company's federal and state tax
returns.

Audit Committee Pre-approval Policy

     The Company's independent registered public accounting firm may not be
engaged to provide non-audit services that are prohibited by law or
regulation to be provided by it, nor may the Company's independent registered
public accounting firm be engaged to provide any other non-audit service
unless it is determined that the engagement of the independent registered
public accounting firm  provides a business benefit resulting from its
inherent knowledge of the Company while not impairing its independence.  The
Audit Committee must pre-approve the engagement of the Company's independent
registered public accounting firm to provide permissible non-audit services.
All non-audit services provided by the independent registered public
accounting firm in 2005 were pre-approved by the Audit Committee.


                                   SIGNATURES

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

                                    CET SERVICES, INC.



Dated:  April 21, 2006              By /s/ Steven H. Davis
                                       Steven H. Davis
                                       President and Chief Executive Officer




















                                     11