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

                                   FORM 10-Q
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended September 30, 2010
                     ---------------------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the transition period from                to

                        Commission file number 000-53260
                                               ---------

                           BEST ENERGY SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                  Nevada                              02-0789714
--------------------------------------------------------------------------------
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

     5433 WestheimerRoad, Suite 825, Houston, Texas            77056
--------------------------------------------------------------------------------
        (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code  (713) 933-2600
                                                    --------------

                                      N/A
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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  [  ]

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      [ ]               Smaller reporting company     [x]
(Do not check if a smaller reporting company)

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

The number of shares of the registrant's common stock outstanding as of November
18,  2010  was  36,617,809  shares.

<PAGE>
                           BEST ENERGY SERVICES, INC.
                           --------------------------

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q

PART I.     FINANCIAL INFORMATION                                       PAGE NO.
-------     ---------------------                                       --------

Item 1.     Consolidated Interim Financial Statements (Unaudited)

            Consolidated Balance Sheets at September 30, 2010 and
            December 31, 2009 (Unaudited)                                    F-3

            Consolidated Statements of Operations for the three months
            and nine months ended September 30, 2010 and 2009 (Unaudited)    F-5

            Consolidated Statement of Cash Flows for the nine months
            ended September 30, 2010 and 2009 (Unaudited)                    F-7

            Notes to Condensed Consolidated Interim
            Financial Statements (unaudited)                                 F-9

Item 2.     Management's Discussion and Analysis                              30

Item 3.     Quantitative and Qualitative Disclosures about Market Risk.       37

Item 4.     Controls and Procedures                                           37


PART II.    OTHER INFORMATION
----------  ------------------------------------------------------------

Item 1.     Legal Proceedings                                                 38

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       38

Item 3.     Defaults Upon Senior Securities                                   39

Item 4.     (Removed and Reserved)                                            40

Item 5.     Other Information                                                 41

Item 6.     Exhibits                                                          41

Signatures                                                                    42

<PAGE>
PART  I.  FINANCIAL  INFORMATION.
ITEM  1  CONSOLIDATED  INTERIM  FINANCIAL  STATEMENTS

                  BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009

                                               September 30,      December 31,
                                                    2010              2009
                                              ---------------    --------------
Current assets
Cash                                          $       30,530     $      51,825
 Accounts receivable, net of allowance
   for doubtful accounts  of $48,623 as
   of September 30, 2010 and December
   31, 2009                                          921,924           489,866
 Prepaid and other current assets                     80,678            20,000
                                              ---------------    --------------
Total current assets                               1,033,132           561,691

 Property and equipment, net                      15,897,453        17,482,679
 Deferred financing costs, net                       123,396           246,793
 Other assets                                        657,648             3,459
 Assets held for sale                              3,004,641         5,986,356
                                              ---------------    --------------
TOTAL ASSETS                                  $   20,716,270     $  24,280,978
                                              ===============    ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
 Accounts payable and accrued liabilities     $    1,812,926     $   1,046,082
 Related party accounts payable                       84,578            30,578
 Accrued interest                                    451,777           283,807
 Bank overdraft                                       81,587            24,482
 Accrued officer compensation                        335,000           245,000
 Preferred dividends payable                       1,169,719         1,137,534
 Derivative liability                              1,207,431                 -
 Convertible notes payable, net of discount
   of $397,396 and $540,016                          690,604           547,984
 Loans in default                                 19,290,409                 -
 Current portion of loans payable                     35,801         4,367,145
                                              ---------------    --------------
Total current liabilities                         25,159,832         7,682,612
 Officer compensation, long-term portion             200,000           290,000
 Loans payable                                         9,175        16,473,338
 Deferred income taxes                             4,833,098         5,269,691
 Liabilities related to assets held for sale         376,291         1,334,506
                                              ---------------    --------------
TOTAL LIABILITIES                                 30,578,396        31,050,147


<PAGE>
                  BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009
                                  (Continued)

                                               September 30,      December 31,
                                                    2010              2009
                                              ---------------    --------------

STOCKHOLDERS' DEFICIT
 Stock payable                                       219,050           120,000
 Series A Preferred Stock, 2,250,000
   shares authorized, 1,572,506 and
   1,524,449 shares issued and outstanding
   as of September 30, 2010 and December
   31, 2009, at redemption value of $10
   per share.                                     15,725,060        15,244,490
 Common stock, $0.001 par value per
   share; 90,000,000 shares authorized;
   34,165,209 and 21,060,109 shares
   issued and outstanding as of September
   30, 2010 and December 31, 2009                     34,165            21,060
 Additional paid-in capital                        3,615,159         3,429,928
 Retained deficit                                (29,331,090)      (25,519,309)
 Non-controlling interest                           (124,470)          (65,338)
                                              ---------------    --------------
Total stockholders' deficit                       (9,862,126)       (6,769,169)
                                              ---------------    --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $   20,716,270     $  24,280,978
                                              ===============    ==============


         (See accompanying notes to consolidated financial statements.)























<PAGE>
<TABLE>
<CAPTION>

                                          BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                                        UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

<S>                                                  <C>               <C>              <C>             <C>
                                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                                          2010              2009            2010            2009
                                                     --------------    -------------    ------------    ------------
Revenues                                             $   1,578,297     $    854,938     $ 4,839,711     $ 3,572,240

Costs and expenses:
 Direct cost of revenue                                    721,160          502,288       2,174,942       2,140,164
 Business unit operating expenses                          496,953          370,546       1,407,866       1,138,642
 Depreciation and amortization                             652,810          574,688       1,921,723       1,724,062
 Corporate general and administrative expenses             551,745          434,699       1,332,637       1,678,756
                                                     --------------    -------------    ------------    ------------
Total operating costs and expenses                       2,422,668        1,882,221       6,837,168       6,681,624
                                                     --------------    -------------    ------------    ------------

Net operating loss                                        (844,371)      (1,027,283)     (1,997,457)     (3,109,384)

Other income (expense):
 Other Income (expense)                                       (192)               -           1,032             874
 Change in fair value of derivative liability              (14,178)               -         (14,178)              -
 Interest expense                                         (358,231)        (346,852)     (1,188,914)       (754,011)
                                                     --------------    -------------    ------------    ------------

Loss before provision for income taxes                  (1,216,972)      (1,374,135)     (3,199,517)     (3,862,521)
Deferred income tax benefit                                145,531           40,763         436,593         264,948
                                                     --------------    -------------    ------------    ------------
Net loss from continuing operations                     (1,071,441)      (1,333,372)     (2,762,924)     (3,597,573)
Loss from discontinued operations                         (205,874)      (4,099,650)       (770,005)     (5,063,335)
                                                     --------------    -------------    ------------    ------------
 Total net loss including non-controlling
 interest before extraordinary item                     (1,277,315)      (5,433,022)     (3,532,929)     (8,660,908)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                          BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                                        UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
                                                         (Continued)

<S>                                                  <C>               <C>              <C>             <C>
                                                            THREE MONTHS ENDED              NINE MONTHS ENDED
                                                               SEPTEMBER 30,                   SEPTEMBER 30,
                                                          2010              2009            2010            2009
                                                     --------------    -------------    ------------    ------------
Loss from extraordinary item, net of deferred
 income tax benefit                                       (332,855)               -        (332,855)              -
                                                     --------------    -------------    ------------    ------------
 Total net loss including non-controlling interest      (1,610,170)      (5,433,022)     (3,865,784)     (8,660,908)
Loss attributable to non-controlling interests              12,075                -          59,132               -
                                                     --------------    -------------    ------------    ------------
Net loss attributable to Best                           (1,598,095)      (5,433,022)     (3,806,652)     (8,660,908)
Preferred stock dividend                                  (299,162)        (255,254)       (872,755)       (765,761)
                                                     --------------    -------------    ------------    ------------
Deemed dividend                                                  -                          (5,129)
                                                     --------------                     ------------
 Net loss attributable to common shareholders        $  (1,897,257)    $ (5,688,276)    $(4,684,536)    $(9,426,669)

Per common share data - basic and diluted:
 Loss from continuing operations                     $       (0.04)    $      (0.08)    $     (0.12)    $     (0.21)
 Loss from discontinued operations                           (0.01)           (0.20)          (0.03)          (0.24)
 Extraordinary loss                                          (0.01)               -           (0.01)              -
                                                     --------------    -------------    ------------    ------------
 Net loss                                            $       (0.06)    $      (0.28)    $     (0.16)    $     (0.45)
                                                     ==============    =============    ============    ============

Weighted Average Outstanding Shares
 - basic and diluted                                    34,165,209       21,010,109      30,278,789      20,971,937
                                                     ==============    =============    ============    ============
<FN>
                                      (See accompanying notes to consolidated financial statements.)

</TABLE>




<PAGE>
                  BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

                                                      Nine Months Ended
                                                September 30,    September 30,
                                                     2010             2009
                                               ---------------  ---------------
Net loss from continuing operations            $   (2,762,924)  $   (3,597,573)
Net loss from discontinued operations,
   including non-controlling interest                (770,005)      (5,063,335)
Net loss from extraordinary items                    (332,855)               -
Total Net Loss                                     (3,865,784)      (8,660,908)

Adjustments to reconcile net loss to net cash
 used for operating activities:
 Options and warrants issued for services             670,960          488,544
 Change in fair value of derivatives                   14,178                -
 Shares owed for services                              27,700                -
 Non-cash interest expense                            558,795          177,177
 Depreciation expense                               1,921,723        2,838,436
 Extraordinary loss on theft of assets,
   net of deferred income tax benefit                 332,855                -
 Gain on dispositions of assets held for sale          (4,617)               -
 Deferred income tax benefit                         (940,912)      (2,241,419)
 Impairment of goodwill                                     -        1,974,467
 Impairment of assets held for sale                   482,700        3,123,591
 Changes in operating assets and liabilities:
   Accounts receivable                               (432,058)       2,419,973
   Prepaid expenses                                   (61,177)           8,529
   Accounts payable                                   313,541          242,690
   Related party accounts payable                      54,000           30,578
   Accrued expenses                                   614,155                -
                                               ---------------  ---------------
 CASH PROVIDED (USED) FOR
   OPERATING ACTIVITIES                              (313,941)         401,658

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of businesses, net of cash
   acquired                                                 -          (58,944)
 Cash paid for purchase of fixed assets              (336,497)        (267,612)
                                               ---------------  ---------------
 CASH USED FOR INVESTING ACTIVITIES                  (336,497)        (326,556)

CASH FLOWS FROM FINANCING ACTIVITIES
 Net borrowings on LOC                                310,947          187,125
 Principal payments on debt                          (746,235)      (1,019,432)
 Proceeds from issuance of units of
   common stock and warrants                        1,007,326                -
 Proceeds from issuance of units of
   convertible debt and warrants                            -        1,088,000
 Payment of deferred financing costs                        -         (643,693)
 Increase in bank overdraft                            57,105           63,568
                                               ---------------  ---------------
 CASH PROVIDED (USED) BY
   FINANCING ACTIVITIES                               629,143         (324,432)
                                               ---------------  ---------------

NET DECREASE IN CASH                                  (21,295)        (249,330)

CASH AT BEGINNING OF PERIOD                            51,825          249,330
                                               ---------------  ---------------

CASH AT END OF PERIOD                          $       30,530   $            -
                                               ===============  ===============


<PAGE>
                  BEST ENERGY SERVICES, INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009
                                  (Continued)

                                                      Nine Months Ended
                                                September 30,    September 30,
                                                     2010             2009
                                               ---------------  ---------------
Cash paid for:
Interest                                              899,090          819,366
                                               ===============  ===============
Taxes                                                       -                -
                                               ===============  ===============

NON-CASH TRANSACTIONS
Cashless exercise of options                                -               76
                                               ===============  ===============
Accrued stock dividends                               872,755          765,761
                                               ===============  ===============
Initial valuation for derivative liability            874,593                -
                                               ===============  ===============
Proceeds from sales of fixed assets
 paid directly to noteholder                        1,069,810          450,000
                                               ===============  ===============
Dividends declared for preferred
 stock paid in-kind                                   840,570                -
                                               ===============  ===============
Recovery on disposition of assets
 with insurance receivable                            654,189                -
                                               ===============  ===============
Deemed dividend                                         5,129                -
                                               ===============  ===============
Conversion of preferred stock for
 common stock                                         360,000                -
                                               ===============  ===============
Discount on convertible notes payables                      -          533,603
                                               ===============  ===============

         (See accompanying notes to consolidated financial statements.)










<PAGE>
                           BEST ENERGY SERVICES, INC.
            Notes to the Unaudited Consolidated Financial Statements

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited interim consolidated financial statements have been
prepared  pursuant  to  accounting  principles  generally accepted in the United
States  of  America and the rules and regulations of the Securities and Exchange
Commission  and  should  be  read  in  conjunction  with  the  audited financial
statements  and notes thereto contained on Form 10-K for the year ended December
31,  2009  filed  with the SEC on April 27, 2010.  In the opinion of management,
all  adjustments,  consisting  of  normal recurring adjustments, necessary for a
fair  presentation  of  financial position and the results of operations for the
interim  periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for  the  full  year.  Notes  to  the  financial  statements which substantially
duplicate  the  disclosure contained in the audited financial statements for the
year  ending  December  31,  2009  have  been  omitted.  These unaudited interim
consolidated  financial statements include the accounts of Best Energy Services,
Inc. ("Best Energy") and its wholly-owned subsidiaries: Best Well Services, Inc.
("BWS")  and  Bob  Beeman Drilling, Inc. ("BBD"), and its 42.5% owned subsidiary
Best  Energy  Ventures,  LLC  (BEV).  All significant inter-company balances and
transactions  have  been  eliminated.  Except as otherwise noted, all references
herein  to  "Best Energy," the "Company," "we," "us," or "our" means Best Energy
Services,  Inc.  and  its  consolidated  subsidiaries.

GOING CONCERN

The  Company's  consolidated  financial  statements are prepared using generally
accepted  accounting  principles applicable to a going concern that contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. At current levels, the Company's established source of revenues is not
sufficient  to  cover  its operating costs, which raises substantial doubt about
its  ability  to  continue  as  a  going  concern.  In  addition, the Company is
currently  in  default  under the Amended Credit Agreement, further exacerbating
its  ability  to  continue  as  a  going  concern.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.  There  was  no  effect on net income, cash flows or stockholders'
deficit  as  a  result  of  these  reclassifications.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States necessarily requires management to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  We  regularly  evaluate estimates and judgments based on historical
experience  and  other  relevant  facts  and circumstances. Actual results could
differ  from  those  estimates.

PRINCIPLES  OF  CONSOLIDATION

These consolidated financial statements include the accounts of Best Energy, its
wholly owned subsidiaries Best Well Services, Inc. (BWS) and Bob Beeman Drilling
Company  (BBD),  and its 42.5% owned subsidiary Best Energy Ventures, LLC (BEV).
All  significant  inter-company  balances  and

<PAGE>
transactions  have  been  eliminated.  All  amounts are reported at gross on the
consolidated  statement  of  operations,  with  the  loss  attributable  to  the
non-controlling members of BEV broken out on a separate line. We consolidate all
exploration  and production entities over which we exercise substantial control,
irrespective  of  the  percentage  of  ownership  we  hold  in  them.

CASH  AND  CASH  EQUIVALENTS

We  consider all highly liquid investments with maturities from date of purchase
of  three  months  or  less  to  be  cash equivalents. Cash and cash equivalents
consist  of  cash  on  deposit  with  domestic  banks  and, at times, may exceed
federally  insured  limits.  As  of September 30, 2010 and December 31, 2009, we
had  no  cash  balances  in  excess  of  federally  insured  limits  and no cash
equivalents.

ACCOUNTS  RECEIVABLE

We  provide for an allowance for doubtful accounts on trade receivables based on
historical  collection experience and a specific review of each customer's trade
receivable balance.  Based on these factors we have established an allowance for
doubtful  accounts  of  $48,623  at  September  30,  2010 and December 31, 2009.

CREDIT  RISK

We are subject to credit risk relative to our trade receivables. However, credit
risk  with  respect  to  trade receivables is minimized due to the nature of our
customer  base.

PROPERTY  AND  EQUIPMENT

Property  and  equipment  are  stated  at cost, net of accumulated depreciation.
Depreciation  and  amortization  is computed using the straight-line method over
the  estimated  useful  lives  of  the respective assets, generally three to ten
years.  Leasehold  improvements  are amortized on a straight-line basis over the
shorter  of  the  assets'  useful  lives  or  lease  terms.

     CLASSIFICATION              ESTIMATED USEFUL LIFE
     ==========================  =====================
     Rigs and related equipment               10 years
     Vehicles                                  5 years
     Heavy trucks and trailers                 7 years
     Leasehold improvements                    5 years
     Office equipment                          3 years

The  cost of asset additions and improvements that improve the quality or safety
or  extend  the useful lives of property and equipment are capitalized.  Routine
maintenance  and  repair  items  are charged to current operations. The original
cost  and  accumulated  depreciation  of asset dispositions are removed from the
accounts and any gain or loss is reflected in the statement of operations in the
period  of  disposition.


IMPAIRMENT  OF  LONG-LIVED  ASSETS

Long-lived assets, including property and equipment, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
the long-lived asset may not be recoverable. The carrying amount of a long-lived
asset  is  not  recoverable if it exceeds the sum of the undiscounted cash flows
expected  to result from the use and eventual disposition of the asset. If it is

<PAGE>
determined  that  an  impairment  loss has occurred, the loss is measured as the
amount  by  which  the  carrying amount of the long-lived asset exceeds its fair
value.

DEFERRED FINANCING COSTS

The  Company  capitalizes  certain  costs  in  connection  with  obtaining  its
borrowings,  such  as lender's fees and related attorney's fees. These costs are
being  amortized  to  interest  expense  using  the  effective  interest method.

Deferred  financing  costs  were  $123,396  and  $246,793  net  of  accumulated
amortization  at  September  30,  2010  and  December  31, 2009. Amortization of
deferred  financing  costs  totaled $123,896 for the nine months ended September
30,  2010  and  $27,634  for  the  nine  months  ended  September  30,  2009.

ASSETS  HELD  FOR  SALE

The  Company  classifies  certain  assets  as held for sale, based on management
having  the  authority  and  intent  of  entering  into  commitments  for  sale
transactions  expected  to  close  in  the  next  twelve months. When management
identifies  an  asset held for sale, the Company estimates the net selling price
of  such  an asset. If the net selling price is less than the carrying amount of
the  asset,  a  reserve  for  loss  is  established. Fair value is determined at
prevailing market conditions, appraisals or current estimated net sales proceeds
from  pending offers. The Company identified $3,004,641 and $5,986,356 of assets
held  for  sale  at  September 30, 2010 and December 31, 2009. These assets were
part  of  the  discontinued  operations  of  BBD  and  BGS.

FINANCIAL  INSTRUMENTS

The  carrying  value  of our financial instruments, consisting of cash, accounts
receivable,  accounts  payable  and  accrued  liabilities, dividends payable and
loans  payable  approximate  their  fair value due to the short maturity of such
instruments.  Unless  otherwise  noted,  it  is  management's  opinion that Best
Energy  is not exposed to significant interest, exchange or credit risks arising
from  these  financial  instruments.

Best Energy follows FASB ASC Topic 480, "Distinguishing Liabilities from Equity"
("ASC  Topic 480"). ASC Topic 480 establishes standards for issuers of financial
instruments  with  characteristics of both liabilities and equity related to the
classification  and measurement of those instruments and Best Energy applies the
provisions  of  this  statement  in the determination of whether its mandatorily
redeemable  preferred  stock  is  properly  classified as a liability or equity.

DERIVATIVE INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Instruments

We  have  evaluated  the  application  of FASB standards to certain freestanding
warrants  and  preferred  stock  that contain exercise price adjustment features
known  as  down  round  provisions. Based on the guidance in these standards, we
have  concluded  these  instruments  are  required  to  be  accounted  for  as a
derivative  liability  upon  issuance.  We  have  recorded the fair value of the
warrants  that  are classified as derivative liabilities in our balance sheet at
fair  value  with  changes  in  the  value of these derivatives reflected in the
consolidated statements of operations as gain or loss on derivative liabilities.
These derivative instruments are not designated as hedging instruments under the
standard.


<PAGE>
Lattice Valuation Model

We  have  valued  the  freestanding  warrants and the conversion features in the
preferred  stock  that contain down round provisions using a lattice model, with
the  assistance  of a valuation consultant, for which management understands the
methodologies. This model incorporates transaction details such as the company's
stock  price,  contractual  terms,  maturity,  risk  free  rates,  as  well  as
assumptions  about  future  financings,  volatility,  and  holder behavior as of
September  30,  2010.

The  primary  assumptions include projected annual volatility of 63% to 173% and
holder  exercise  targets  at  200%  of  the  exercise/conversion  price for the
warrants  and  preferred stock, decreasing as the instruments approach maturity.
Based  on  these  assumptions,  the  fair value of the warrant derivatives as of
September  30,  2010 was estimated by management to be $1,207,431, consisting of
$874,593  related  to  the  equity  offerings,  $318,660 related to the warrants
issued  for  consulting fees and $14,178 related to the change in the fair value
of  the derivative. This resulted in stock-based consulting expense of $318,660,
a  loss on derivatives of $14,178, and a reduction to additional paid in capital
of  $874,593.

INCOME  TAXES

Income  taxes  are  accounted for in accordance with FASB ASC Topic 740, "Income
Taxes"  ("ASC  Topic  740") Under ASC Topic 740, income taxes are recognized for
the  amount  of  taxes  payable for the current year and deferred tax assets and
liabilities  for  the future tax consequence of events that have been recognized
differently  in  the  financial  statements  than for tax purposes. Deferred tax
assets  and  liabilities  are  established  using  statutory  tax  rates and are
adjusted  for tax rate changes. ASC 740 clarifies the accounting for uncertainty
in  income  taxes  recognized  in  an entity's financial statements and requires
companies  to determine whether it is "more likely than not" that a tax position
will  be sustained upon examination by the appropriate taxing authorities before
any  part  of the benefit can be recorded in the financial statements. For those
tax  positions where it is not "more likely than not" that a tax benefit will be
sustained,  no  tax benefit is recognized. Where applicable, associated interest
and  penalties  are also recorded.  Interest and penalties, if any, are recorded
within  the  provision for income taxes in the Company's Consolidated Statements
of Income and are classified on the Consolidated Balance Sheets with the related
liability  for  uncertain  tax contingency liabilities. As of September 30, 2010
and  December  31,  2009,  the  Company  had  no  uncertain  tax  positions.

The  Company valued its deferred tax liabilities at $4,833,098 and at $5,269,691
at  September  30,  2010 and December 31, 2009, all of which were related to the
difference  between  tax  and GAAP basis in fixed assets at BWS. We recognized a
deferred tax benefit of $436,593 and $264,948 in the nine months ended September
30,  2010  and 2009, arising from GAAP-basis depreciation, which brought the net
recognized value of the assets nearer to the net basis for tax, or from the sale
of  assets,  which  eliminated the difference. For the treatment of deferred tax
liabilities  at  BBD and BGS, see the heading LIABILITIES RELATED TO ASSETS HELD
FOR  SALE  at  Note  10.

REVENUE  RECOGNITION

We  recognize  service revenue based on rate agreements in effect with customers
as  the  service is provided and realization is assured.  We recognize equipment
sales  revenue  when  risk  of  loss  has  transferred  to  the  purchaser  and
collectability  is  reasonably  assured.

<PAGE>
OPERATING  LEASES

The  Company  conducts its activities from leased offices in Liberal, Kansas and
Houston,  Texas.  All leases are classified as operating leases that expire over
the  next  three  years  and  are  expensed  straight  line.

In  most cases, management expects that in the normal course of business, leases
will  be  renewed  or  replaced  by  other  leases.

STOCK-BASED  COMPENSATION

We  account  for stock-based compensation in accordance with FASB ASC Topic 718,
"Compensation  -  Stock  Compensation"  ("ASC  Topic  718"),  which  establishes
accounting  for stock-based payment transactions for employee services and goods
and  services  received  from  non-employees.  Under the provisions of ASC Topic
718,  stock-based  compensation  cost is measured at the date of grant, based on
the  calculated  fair  value of the award, and is recognized as expense over the
employee's  or  non-employee's  service  period,  which is generally the vesting
period  of  the  equity  grant.

INCOME  (LOSS)  PER  SHARE

We  report basic loss per share in accordance with FASB ASC Topic 260, "Earnings
Per  Share"  ("ASC  Topic  260").  Basic  loss  per  share is computed using the
weighted  average number of shares outstanding during the period.  Fully diluted
earnings  (loss)  per share is computed similar to basic income (loss) per share
except  that  the denominator is increased to include the number of common stock
equivalents  (primarily  outstanding  options  and  warrants).  Common  stock
equivalents  represent  the  dilutive  effect  of  the  assumed  exercise of the
outstanding  stock  options  and  warrants,  using the treasury stock method, at
either the beginning of the respective period presented or the date of issuance,
whichever  is  later,  and  only  if the common stock equivalents are considered
dilutive  based upon Best Energy's net income (loss) position at the calculation
date.  Diluted  loss  per  share  has  not been provided as it is anti-dilutive.

PREFERRED  STOCK

We  accrue  a  1.75% dividend on our preferred stock each quarter.  As dividends
are  paid,  either  as  payment  in  kind  or  in  cash,  we relieve the accrued
liability.

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  October  2009,  the Financial Accounting Standards Board ("FASB") issued new
revenue recognition standards for arrangements with multiple deliverables, where
certain of those deliverables are non-software related. The new standards permit
entities  to  initially use management's best estimate of selling price to value
individual  deliverables  when  those  deliverables  do not have Vendor Specific
Objective  Evidence  ("VSOE")  of fair value or when third-party evidence is not
available.  Additionally,  these  new  standards  modify the manner in which the
transaction  consideration  is  allocated  across  the  separately  identified
deliverables  by  no  longer  permitting  the  residual  method  of  allocating
arrangement  consideration. These new standards are effective for annual periods
ending  after June 15, 2010 and early adoption is permitted. The adoption of the
new  standards  will  not have an impact on The Company's consolidated financial
position,  results  of  operations  and  cash  flows.

In  June  2009,  the  FASB  issued guidance establishing the Codification as the
source  of  authoritative  U.S. Generally Accepted Accounting Principles ("U. S.
GAAP")  recognized by the FASB to be applied by non-governmental entities. Rules
and  interpretive  releases  of  the  Securities and Exchange Commission ("SEC")
under  authority  of  federal  securities laws are also sources of authoritative
U.S.  GAAP for SEC registrants. The Codification supersedes all existing non-SEC
accounting  and  reporting  standards.  All  other  non-grandfathered  non-SEC
accounting  literature  not  included  in  the  Codification  will  become
non-authoritative.  The  FASB  will no longer issue new standards in the form of
Statements,  FASB  Staff  Positions,  or  Emerging  Issues Task Force Abstracts.
Instead, the FASB will issue Accounting Standards Updates, which will serve only
to  update  the  Codification,  provide  background  information  about  the

<PAGE>
guidance  and  provide the basis for conclusions on changes in the Codification.
All  content  in  the  Codification carries the same level of authority, and the
U.S.  GAAP  hierarchy  was  modified  to  include  only two levels of U.S. GAAP:
authoritative  and  non-authoritative.  The  Codification  is  effective for the
Company's  interim  and  annual periods beginning with the Company's year ending
December  31,  2009.  Adoption  of  the Codification affected disclosures in the
Consolidated Financial Statements by eliminating references to previously issued
accounting  literature,  such  as  FASBs,  EITFs  and  FSPs.

In  June  2009,  the  FASB  issued  amended standards for determining whether to
consolidate a variable interest entity. These new standards amend the evaluation
criteria  to  identify the primary beneficiary of a variable interest entity and
require ongoing reassessment of whether an enterprise is the primary beneficiary
of  the  variable  interest  entity.  The  provisions  of  the new standards are
effective  for  annual  reporting  periods beginning after November 15, 2009 and
interim  periods  within  those  fiscal years. The adoption of the new standards
will  not  have  an  impact  on  The  Company's consolidated financial position,
results  of  operations  and  cash  flows.

In  May  2009,  the  FASB  issued  guidance  establishing  general standards for
accounting  for and disclosure of events that occur after the balance sheet date
but  before  financial  statements  are issued or are available to be issued and
shall  be  applied  to  subsequent  events  not  addressed  in  other applicable
generally  accepted  accounting  principles.  This guidance, among other things,
sets  forth  the  period  after  the  balance sheet date during which management
should  evaluate events or transactions that may occur for potential recognition
or  disclosure  in  the  financial  statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements and the disclosures an entity should make about
events  or transactions that occurred after the balance sheet date. The adoption
of this guidance had no impact on the Company's consolidated financial position,
results  of  operations  and  cash  flows.


NOTE  3  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following:

                                                SEPTEMBER 30,    DECEMBER 31,
                                                     2010            2009
                                               ---------------  --------------
     Rigs, pumps, compressors, rig houses and
      related equipment                        $   20,134,567   $  19,810,104
     Vehicles                                       2,125,211       2,113,177
     Office and computer equipment                     46,250          46,250
                                               ---------------  --------------
     Total property and equipment                  22,306,028      21,969,531
     Less: accumulated depreciation                (6,408,575)     (4,486,852)
                                               ---------------  --------------
     Property and equipment, net               $   15,897,453   $  17,482,679
                                               ===============  ==============

Depreciation  expense  was  $1,921,723  and $1,149,374 for the nine months ended
September  30,  2010  and  2009.


<PAGE>
NOTE  4  -  LOANS  PAYABLE

LOAN  AGREEMENT

The  following  summary  of  the terms of our loan agreement with PNC Bank, N.A.
reflects  the  cumulative effect of the twelve amendments that have been entered
into  since  February  14,  2008, the date we entered into the Revolving Credit,
Term  Loan  and  Security  Agreement with PNC Bank, N.A. (as amended through the
date  of  this  Report,  the  "Loan  Agreement").

Term  Loan.  The  principal  amount owed under the term loan as of September 30,
2010  was  $16,222,660.  Principal  and  interest  on  the term loan are payable
monthly  with  principal payments due as follows: (i) $98,500 per month from May
1,  2009 through December 31, 2009; (ii) $125,000 per month from January 1, 2010
through  December 31, 2010, except that for May and June 2010 the amount payable
was  reduced  to  $50,000  per month, and for July and August 2010, (iii) except
that for September, October and November, 2010 the amount payable was reduced to
$0  per  month,  (see  "recent  amendment",  below); and (iv) $150,000 per month
thereafter  until  maturity.  The  term loan matures on March 11, 2011. The term
loan bears interest at a rate equal to either (i) the alternate base rate (which
is  generally  the  greater  of  the federal funds open rate plus  %, PNC's base
commercial  lending  rate  and  the  daily  LIBOR rate)  plus  2.75% or (ii) the
greater  of  the  eurodollar  rate or 2%  plus  4.00%.  The interest rate on the
term  loan  at  June  30,  2010  was  6.00%.

Revolver.  The principal amount owed under the revolver as of September 30, 2010
was  $3,067,020.  The  revolving  line of credit under the Loan Agreement may be
borrowed  and  re-borrowed  until  maturity.  The  amount  available  under  the
revolver  is  the  lesser  of  (i)  $4.0  million and (ii) the sum of (A) 85% of
eligible  receivables,  (B)  100% of cash collateral account held by PNC Bank as
additional  security  and  (C)  a  special  over  advance  amount  less  (D) any
outstanding undrawn letters of credit and such reserves as PNC Bank deems proper
and necessary.  At September 30, 2010, there was no availability to borrow under
the revolver.  As of the date of this Report, the special over advance amount is
equal  to $1,750,000 less 65% of any net cash proceeds received from the Company
from  the issuance of any equity interests in the Company after the date of this
Report  and  will  remain  in  place  until March 31, 2011 at which time it will
reduce  to  zero.  The  revolving line of credit matures on March 11, 2011.  The
revolver  bears  interest  at a rate equal to either (i) the alternate base rate
(which  is  generally  the greater of the federal funds open rate plus  %, PNC's
base  commercial lending rate and the daily LIBOR rate)  plus  2.50% or (ii) the
greater  of  the  eurodollar  rate or 2%  plus  3.75%.  The interest rate on the
revolver  at  September  30,  2010  was  5.75%.

The Loan Agreement requires an annual 75% recapture of the Company's excess cash
flow  to  be applied to the principal balance, where excess cash flow is defined
as EBIDTA less cash tax payments, non-financed capital expenditures and payments
of  principal  on the term loan and interest on indebtedness for borrowed money.

Borrowings  under  the  Loan  Agreement  are  secured  by  all of the assets and
equipment  of  the  Company  and  all  subsidiaries.  Any  equipment  and assets
purchased  in  the  future  will, once acquired, also be subject to the security
interest  in  favor  of  PNC  Bank.

Under  the  Loan  Agreement,  we  are  subject to customary covenants, including
certain  financial  covenants and reporting requirements. Beginning on March 31,
2010,  we  were  required  to maintain a fixed charge coverage ratio.  The fixed
charge  coverage  ratio  is  defined  as  the  ratio  of  EBITDA  minus  capital
expenditures  (except  capital expenditures financed by lenders other than under
the  Amended  Credit  Agreement)  made  during such period minus cash taxes paid
during such period minus all dividends and distributions paid during such period

<PAGE>
(including,  without  limitation,  all  payments  to the holders of the Series A
Preferred  Stock),  to  all  senior  debt  payments  as  follows:

Twelve Month Period Ending:                               Fixed Coverage Ratio:
--------------------------------------------------------  ---------------------
March 31, 2010                                            No Test
June 30, 2010                                             No Test
September 30, 2010                                        No Test
December 31, 2010                                         No Test
March 31, 2011 and each fiscal quarter ending thereafter  1.00 to 1.0

Under  the  Loan  Agreement,  we  are  required  to maintain a minimum EBITDA as
follows:

                                                   Minimum
     Period:                                       EBITDA:
     --------------------------------------------  ----------
     Three months ended March 31, 2010             $  130,000
     Six months ended June 30, 2010                   700,000
     Nine months ended September 30, 2010           1,400,000
     Twelve months ended December 31, 2010          2,200,000
     Twelve months ended March 31, 2011 and
     each twelve month period ending on the final
     day of each fiscal quarter thereafter         No Test

Under  the  Loan Agreement, we may not pay cash dividends on our common stock or
our preferred stock or redeem any shares of our common stock or preferred stock.

Under  the Loan Agreement, we are required to maintain a minimum rig utilization
requirements  set  forth  in  the  table  below:

                                                    Minimum Rig
     Period                                         Utilization
     ---------------------------------------------  ------------
     Three months ended March 31, 2010               5,325 hours
     Six months ended June 30, 2010                 14,825 hours
     Nine months ended September 30, 2010           25,450 hours
     Twelve months ended December 31, 2010          36,225 hours
     Twelve months ended March 31, 2011 and
      each twelve month period ending on the final
      day of each fiscal quarter thereafter         47,125 hours

Under  the  Loan  Agreement, we are required to make mandatory repayments of the
term  loan  from  the proceeds of sale of certain equipment used in our drilling
operations  (that  have  been  discontinued)  set  forth  in  the  table  below:

                                            Minimum
     Period                                 Repayments
     -------------------------------------  -----------
     One month ended March 31, 2010         $   375,000
     Three months ended May 31, 2010        $   975,000
     Five months ended July 31, 2010        $ 1,575,000
     Seven months ended September 30, 2010  $ 2,175,000
     Nine months ended November 30, 2010    $ 2,775,000
     Eleven months ended January 31, 2010   $ 3,375,000
     Thirteen months ended March 31, 2011   $ 3,750,000

<PAGE>
In addition to the foregoing and other customary covenants, the Loan Agreement
contains a number of covenants that, among other things, will restrict our
ability to:

-     incur  or  guarantee  additional  indebtedness;
-     transfer  or  sell  assets;
-     create  liens  on  assets;
-     engage  in  transactions  with  affiliates other than on an "arm's-length"
      basis;  and
-     make  any  change  in  the  principal  nature  of  our  business.

The  Loan  Agreement  also  contains  customary  events  of  default,  including
nonpayment  of principal or interest, violations of covenants, cross default and
cross  acceleration  to  certain  other  indebtedness,  bankruptcy,  a change of
control  and  material  judgments  and  liabilities.

As  collateral  for  our  line  of  credit,  one  of our investors has agreed to
collateralize  the debt with a $700,000 certificate of deposit. This certificate
of  deposit  is  a  restricted  asset  of  the  investor  and  is  therefore not
represented  on  our  balance  sheet. We agree to pay that investor 1% per month
simple  interest on that balance as long as the collateral is outstanding. After
September  30,  2010, that investor agreed to accept stock and warrants on terms
identical  to  those in the August Offering in place of cash in full payment for
the  amount  accrued  through  September  30,  2010.

As  of  September  30  and through the date of this report, we are in default on
certain  covenants  of  our  Credit  Agreement  and are working with our bank to
remedy  those  defaults,  including  those  related  to payroll and sales taxes.

Recent  Amendments

On  September  10,  2010  the  Company  entered into Amendment No. 13 to the PNC
agreement.  The  amendment  reduced the Company's Term Loan repayment obligation
for  September,  October  and  November  to  $0.

VEHICLE NOTES

We  have  entered into various note agreements for the purchase of vehicles used
in  our  business.  The  notes  bear  interest at rates between 0.00% and 9.10%,
require  monthly payments of principal and interest and are generally secured by
the specific vehicle being financed.  The notes typically have original terms of
three  to  four  years.  The  majority  of these notes were assumed by us in the
acquisition of BWS. As of September 30, 2010, we owed a total of $45,705 for all
vehicle  notes.

Future minimum payments under existing notes payable are as follows:

FOR THE TWELVE MONTHS ENDING SEPTEMBER 30,    AMOUNT
==========================================    ===========
2011                                          $20,414,210
2012                                                9,175

CONVERTIBLE DEBT

During June, July and August 2009, we had several preliminary closings of a
private placement for a total of 1,088 Units and received gross proceeds of
$1,088,000 (net proceeds of $843,355 after cash commission of $244,645). Each
Unit consists of a subordinated convertible note payable of $1,000 and

<PAGE>
warrants to purchase 4,000 shares of common stock at an exercise price of $0.25
per share at any time until expiration on July 1, 2014.  A total of 4,352,000
warrants were issued resulting in a discount on debt of $348,895. The notes bear
interest at a rate of 10% per annum, which is payable either in cash
semi-annually in arrears on July 1 and January 2 each year, commencing on
January 2, 2010 or in shares of common stock at a price of $0.25 per share.
Under the terms of the Amended Credit Agreement, we may not pay cash interest on
the notes.  The notes are convertible at the option of the note holder into
common stock at the rate of $0.25 per share (the "Conversion Price") and mature
on July 1, 2011.  If we achieve certain earnings hurdles, we may force the
noteholders to convert all or part of the then outstanding notes at the
Conversion Price.  The notes are unsecured obligations and are subordinate in
right of payment to all of our existing and future senior indebtedness.

We  evaluated  the terms of the notes in accordance with the new standard issued
by  the  FASB  related  to  the disclosure of derivative instruments and hedging
activities.  Best Energy determined that the conversion feature did not meet the
definition of a liability and therefore did not bifurcate the conversion feature
and  account  for  it  as  a  separate  derivative  liability.  We evaluated the
conversion  feature  for  a  beneficial  conversion  feature.  The  effective
conversion  price  was compared to the market price on the date of the notes and
was deemed to be less than the market value of our common stock at the inception
of  the  note. A beneficial conversion feature was recognized and gave rise to a
debt discount of $237,113, which is amortized over the life of the loans through
July  2011  using  the  effective-interest-rate  method.

In  connection  with  the private placement, we issued warrants to the placement
agent  to  purchase 435,200 shares of common stock at an exercise price of $0.25
per  share  at  any  time until expiration on July 1, 2014.  These warrants were
valued  at  $71,264  and  are being amortized over the life of the loans through
July  2011  using  the  effective-interest-rate  method.

The  amortized  value  of the warrants and the beneficial conversion feature was
$397,396  and  $540,016  as  of  September  30,  2010  and  December  31,  2009.
Additionally,  cash  fees  totaling  $244,645 and warrants valued at $71,264 are
being  amortized  over  the  life  of  the  loans  through  July  2011 using the
straight-line  method.  Their  net  amortized  value  on  September 30, 2010 was
$123,396,  and  on  December  31,  2009,  it  was  $246,793.


NOTE  5  -  PAYROLL  TAXES

We  owe $592,553 to state and federal taxing entities for past payroll and sales
taxes,  including  penalties  and  interest.  We  have  negotiated or are in the
process  of  negotiating all late amounts and as of November 19, 2010 are paying
all current amounts timely. We have accrued all estimated interest and penalties
related  to  delinquent  payroll  taxes  as  of  September  30,  2010.

NOTE 6 - STOCK OPTIONS AND WARRANTS

STOCK OPTIONS

Incentive  and  non-qualified  stock  options  issued  to  directors,  officers,
employees  and  consultants  are issued at an exercise price equal to or greater
than the fair market value of the stock at the date of grant.  The stock options
vest  immediately  or  conditionally over a period of ten to twenty-four months,
and expire five years from the date of grant. Compensation cost related to stock
options  is  recognized  on  a  straight-line  basis over the vesting or service
period.

The  fair  value  of each stock option granted is estimated on the date of grant
using  a  Black-Scholes  option pricing model and the following weighted average
assumptions  for  the  nine  months  ended:

<PAGE>

                           SEPTEMBER 30,     SEPTEMBER 30,
                               2010               2009
                          --------------    --------------
Expected life (years)              4.25               2.50
Risk-free interest rate           2.40 %            1.35 %
Volatility                       176.20%          120.00 %
Dividend yield                    0.00 %            0.00 %

The  expected  life of the options represents the period of time the options are
expected  to  be  outstanding.  The expected term of options granted was derived
based  on  a  weighting  between  the  average  midpoint between vesting and the
contractual term.  Our expected volatility is based on the historical volatility
of comparable companies for a period approximating the expected life, due to the
limited  trading  history  of  our common stock.  The risk-free interest rate is
based  on  the  observed  U.S.  Treasury  yield  curve in effect at the time the
options  were  granted.  The  dividend yield is based on the fact that we do not
anticipate  paying  any  dividends  on  common  stock  in  the  near  term.

A summary of our stock option activity and related information is presented
below:

                                                WEIGHTED         WEIGHTED
                                                AVERAGE          AVERAGE
                                   NUMBER OF    EXERCISE PRICE   CONTRACTUAL
                                   OPTIONS      PER OPTION       LIFE (YEARS)
                                   -----------  ---------------  ------------
Outstanding at December 31, 2009    4,165,000              0.31
Granted/Issued                      8,550,000              0.10
Exercised                                   -                 -
Forfeited                          (2,365,000)             0.25
                                   -----------  ---------------  ------------
Outstanding at September 30, 2010  10,350,000   $          0.16          4.31
                                   ===========  ===============  ============

The  weighted average grant-date fair value per share for options granted during
the  period ended September 30, 2010 and 2009 was $0.10 and $0.86, respectively.
As  of  September 30, 2010, there was $251,641 of unrecognized compensation cost
related  to  non-vested  stock  options.  Stock option expense recognized in the
nine  months  ended  September  30,  2010  and  2009  was $352,300 and $462,888.

At September 30, 2010 the aggregate intrinsic value of stock options outstanding
was  zero,  of  which  2,850,000  shares  are immediately exercisable and have a
remaining  contractual  term  of 4.3 years.  At December 31, 2009, the aggregate
intrinsic  value of stock options outstanding was zero.  The intrinsic value for
stock  options outstanding is calculated as the amount by which the quoted price
of  our  common stock as of September 30, 2010 and December 31, 2009 exceeds the
exercise  price  of  the  option.

During  the nine months ended September 30, 2009, 150,000 options were exercised
in  a  cashless  exercise  that  resulted  in  75,743  shares  being  issued.

On  February  3,  2010, the Board of Directors of the Company approved 8,550,000
options,  including  7,250,000  to officers and directors with a strike price of
the  Company,  as  described  below:

<PAGE>
-     David  Voyticky,  a Director, received options to acquire 1,000,000 shares
     of  the  Company's  common  stock  at an exercise price of $0.10 per share.
-    James Byrd,  Jr.,  a Director, received options to acquire 1,000,000 shares
     of  the  Company's  common  stock  at an exercise price of $0.10 per share.
-    Joel Gold,  a Director, received options to acquire 1,000,000 shares of the
     Company's  common  stock  at  an  exercise  price  of  $0.10  per  share.
-    Mark G. Harrington, Chairman and CEO, received options to acquire 3,000,000
     shares  of  the  Company's  common  stock at an exercise price of $0.10 per
     share.
-    Eugene Allen, President and COO, received options to acquire 750,000 shares
     of  the  Company's  common  stock  at an exercise price of $0.10 per share.
     Those  options  were  forfeited  upon  termination  of  his  contract.
-    Dennis  Irwin,  CFO,  received  options  to  acquire  500,000 shares of the
     Company's  common  stock  at  an  exercise  price  of  $0.10  per  share.

These options will vest as follows: (i) one-third (1/3) immediately upon date of
grant,  (ii)  one-third  (1/3)  on  the date that that the Company first records
EBITDA  of  at least $5 million for a fiscal year (as reflected in the filing of
the Company Annual report on Form 10-K for that fiscal year) and (iii) one-third
(1/3)  on  the  date  that  that  the Company next records EBITDA of at least $5
million  for  a  fiscal  year  (as reflected in the filing of the Company Annual
report on Form 10-K for that fiscal year).  These option grants are also subject
to  the  following  conditions:  (i)  the options will vest immediately upon the
occurrence  of  a  change  in control of the Company or the holder's termination
without  cause;  (ii)  the options will be forfeited immediately upon a holder's
termination  for  cause;  (iii)  the  options  will  be  exercisable for 90 days
following  the holder's voluntary termination from the Company; (iv) the options
were  not  issued  under  a  shareholder approved plan and will be non-qualified
stock  options  under  applicable IRS rules; (v) the options will be "restricted
securities"  under  federal securities laws; (vi) the options will be subject to
the  Company's  ability  to  comply with applicable federal and state securities
laws;  (vii)  the  directors'  options  are  subject to cutbacks if necessary to
provide additional authorized shares for the Company's various needs; (viii) the
Board  will  have the sole and absolute discretion to interpret the terms of the
options,  including  vesting,  change in control and terminations for cause, and
such  determinations  shall  be  final  and binding on the holders. Options with
contingent vesting are not expensed until vesting is determined likely to occur.

The  following  table  summarizes the grant date fair values of our stock option
activity,  for non-vested options, granted options, vested options and forfeited
options  during  the  period  ended  September  30,  2010:

                                               WEIGHTED
                                               AVERAGE
                                  NUMBER OF    GRANT DATE
                                  OPTIONS      FAIR VALUE
                                  -----------  -----------
Non-vested at December 31, 2009      330,521   $       .25
Granted                            8,550,000          0.10
Vested                            (2,850,000)         0.10
Forfeited                           (647,118)         0.18
                                  -----------
Non-vested at September 30, 2010   5,383,403   $       .10


<PAGE>
WARRANTS
<TABLE>
<CAPTION>

<S>                                <C>          <C>        <C>           <C>        <C>        <C>
                                                           WEIGHTED                            WEIGHTED
                                                WEIGHTED   AVERAGE                  WEIGHTED   AVERAGE
                                   NUMBER OF    AVERAGE    REMAINING     NUMBER OF  AVERAGE    REMAINING
                                   COMMON       EXERCISE   CONTRACTUAL   PREFERRED  EXERCISE   CONTRACTUAL
                                   SHARES       PRICE      LIFE (YEARS)  SHARES     PRICE      LIFE (YEARS)
                                   -----------  ---------  ------------  ---------  ---------  ------------
Outstanding at December 31, 2009    8,665,475        0.29          4.44    135,630       0.16          3.98
Granted/Issued                     42,441,100        0.10          4.99          -          -
Exercised                                   -           -                        -          -
Forfeited                          (2,550,000)       0.25          4.71          -          -
                                   -----------                           ---------
Outstanding at September 30, 2010  48,556,575        0.13          4.90    135,630       0.16          3.98
                                   ===========  =========  ============  =========  =========  ============

Exercisable at September 30, 2010  48,556,575   $    0.13          4.90    135,630  $    0.16          3.98
                                   ===========  =========  ============  =========  =========  ============
</TABLE>

The fair value of each warrant granted is estimated on the date of grant using a
Black-Scholes  option  pricing  model  and  the  following  weighted  average
assumptions:

At  September  30,  2010 and December 31, 2009, the aggregate intrinsic value of
the  warrants outstanding and exercisable for common shares and preferred shares
was  zero,  due  to  a higher exercise price for all outstanding and exercisable
warrants  than the September 30, 2010 and December 31, 2009 closing stock price.

The  warrants  that  were  issued  with the equity offerings  and the additional
10,000,000  warrants  issued  to  AG  are  all  subject  to  a  provision  (the
"Anti-Dilutive  Provision") such that if any shares or warrants are later issued
by  the Company at a lower price, the strike price of the warrants will be reset
to  the  lower  value.  The  Anti-Dilutive  Provision gives rise to a derivative
liability  that  we  valued at $1,207,431 as of September 30, 2010. There was no
derivative  liability  at  December  31,  2009.


NOTE 7 - STOCKHOLDERS' EQUITY

PRIVATE PLACEMENTS

From  March  25  through  March  31,  2010  the  Company  sold  units of Company
securities  (the  "March  Units")  at  a  price  of $24,000 per Unit (the "March
Offering"),  with  each  March  Unit  consisting of (i) 240,000 shares of Common
Stock,  (ii)  five-year warrants to acquire 240,000 shares of Common Stock at an
exercise  price of $0.10 per share ("March Subscription Warrants") and (iii), if
investors in the Offering hold shares of the Company's Series A Preferred Stock,
par  value  $0.001  per  share  ("March  PreferredStock"), five-year warrants to
acquire  up to 240,000 additional shares of Common Stock at an exercise price of
$0.10 per share, depending on ownership of Preferred Stock ("March Participation
Warrants").  The  placement  agent for the Offering (or its sub-agents) received
the following compensation in connection with the Offering: (i) as a commission,
an  amount  equal  to  seven  percent  (7%)  of the funds raised in the Offering
through  such  placement  agent  (or  sub-agent), such amount to be paid in cash
and/or  shares  of  Common  Stock  at a price of $0.10 per share, plus (ii) as a
management fee, an amount equal to three percent (3%) of the funds raised in the
Offering  through such placement agent (or sub-agent), such amount to be paid in
cash  and/or shares of Common Stock at a price of $0.10 per share, plus (iii) as
a  non-accountable  expense  allowance, an amount equal to three percent (3%) of
the  funds  raised  in the Offering through such placement agent (or sub-agent),
such amount to be paid in cash and/or shares of Common Stock at a price of $0.10
per  share.  In  addition,  the  Company  is  obligated  to

<PAGE>
issue  to the placement agent, or its sub-agents: (i) warrants to purchase up to
10%  of  the  shares  of Common Stock issued to investors in connection with the
Offering  and  (ii)  ten  percent  (10%)  of  the  Subscription Warrants issued.

The Company received gross cash proceeds of $1,204,630.   The cash portion of
the placement agent's fees and commissions in connection with the initial
closing of the Offering totaled $112,938. We also paid legal expenses of
$111,559 and escrow fees of $7,500.

From  August  16  through  September  22, 2010 the Company sold units of Company
securities  (the  "August  Units")  at  a  price of $25,000 per August Unit (the
"August  Offering"),  with  each August Unit consisting of (i) 250,000 shares of
Common  Stock, (ii) five-year warrants to acquire 240,000 shares of Common Stock
at  an  exercise  price  of $0.10 per share ("August Subscription Warrants") and
(iii),  if  investors  in  the  Offering  hold  shares of the Company's Series A
Preferred  Stock,  par  value  $0.001  per  share ("Preferred Stock"), five-year
warrants  to  acquire  up  to  250,000  additional  shares of Common Stock at an
exercise  price  of  $0.10  per share, depending on ownership of Preferred Stock
("August Participation Warrants").  The placement agent for the Offering (or its
sub-agents) received the following compensation in connection with the Offering:
(i)  as  a commission, an amount equal to seven percent (7%) of the funds raised
in  the  Offering through such placement agent (or sub-agent), such amount to be
paid  in  cash and/or shares of Common Stock at a price of $0.10 per share, plus
(ii)  as  a  management  fee, an amount equal to three percent (3%) of the funds
raised  in the Offering through such placement agent (or sub-agent), such amount
to  be paid in cash and/or shares of Common Stock at a price of $0.10 per share,
plus  (iii)  as  a  non-accountable  expense allowance, an amount equal to three
percent  (3%)  of  the funds raised in the Offering through such placement agent
(or  sub-agent), such amount to be paid in cash and/or shares of Common Stock at
a  price  of $0.10 per share.  In addition, the Company is obligated to issue to
the  placement  agent,  or its sub-agents: (i) warrants to purchase up to 10% of
the  shares  of Common Stock issued to investors in connection with the Offering
and  (ii)  ten  percent  (10%)  of  the  Subscription  Warrants  issued.

The Company received gross cash proceeds of $105,000.   After September 30, 2010
we received additional proceeds of $223,500, for a total of $328,500.  The cash
portion of the placement agent's fees and commissions in connection with the
closings of the Offering totaled $29,905. We also paid legal expenses of
$40,000, marketing costs of $18,400 and escrow fees of $7,500.

Net proceeds from sales of March Units and August Units for the nine months
ended September 30, 2010 were $1,007,326.

DIVIDENDS

The  Series  A  Preferred  Stock has a stated face value of $10 per share, which
shall be redeemed by us using not less than 25% of our net income after tax each
year.  The  unredeemed portion of the face value of the Series A Preferred Stock
will receive dividends at an annual rate of 7%, payable quarterly in kind at the
then-current  market  price  or in cash at our option. The shareholders have the
right  to  convert  the  Series A Preferred Stock into Common Stock at a rate of
$4.00  per  share  of  Common  Stock.

On February 3, 2010 we declared and paid Series A Preferred Stock dividend to be
paid in kind with shares of Series A Preferred Stock at a rate of $10 per share.
The  total amount of the dividend of $840,570 was paid by the issuance of 84,057
shares  of  Series  A  Preferred  Stock.

At  September  30,  2010  and  December  31,  2009,  there  were  $1,169,719 and
$1,137,534  of  accrued  and  unpaid  dividends.

<PAGE>
We  have  not  paid  or declared any dividends on our common stock and currently
intend to retain earnings to redeem the Series A Preferred Stock and to fund our
working  capital  needs and growth opportunities. Any future dividends on common
stock  will  be  at  the  discretion of our board of directors after taking into
account various factors it deems relevant, including our financial condition and
performance, cash needs, income tax consequences and the restrictions Nevada and
other  applicable  laws  and  our  credit  facilities  then  impose.  Our  debt
arrangements  include  provisions  that  generally  prohibit  us  from  paying
dividends,  other  than  dividends  in  kind,  on  our  preferred  stock.

SHARES  ISSUED  AS  COMPENSATION

On  January  2,  2010,  we issued 217,600 shares of common stock as paid-in-kind
interest  on  convertible debt. The accrued interest owed was $56,425 and it was
converted  at  $0.25  a  share according to the conversion agreement. No gain or
loss was recorded on the conversion due to the conversion being within the terms
of  the  convertible  debt  agreement.

On  February  8,  2010,  in  settlement  of  certain claims made by a party that
previously  provided bridge financing to the Company, the Company issued 750,000
shares  of  the Company's common stock to such party.  The shares were valued at
$82,500,  based  on  the  market  price  of  the shares on the date of issuance.

On  March  31,  2010,  the  Company  agreed  to reduce the exercise price on the
warrants  held  by  certain investors in BEV from $0.25 per share to $0.10.  The
original  warrants contained a provision that exercise price would be reduced to
equal  that  of  any closings that took place within 60 days of the agreement to
purchase  membership  interest  in  BEV,  which  was  signed  December 16, 2009.
Although the Offering did not close until more than 60 days after the agreement,
the  Company  reduced  the exercise price in good faith with its investors.  The
Company recognized a deemed dividend of $5,129 in association with the reduction
of  the exercise price, using the Black-Scholes method, a volatility of 171.19%,
a  remaining  life of 4.71 years and a market price of stock of $0.08 per share.

On  April  15,  2010, we agreed to issue James Byrd, director, 360,000 shares of
stock  as  compensation  for consulting services he provided to the Company from
May  2009  through  April  2010.  The  expense was recognized in the nine months
ending  September  30,  2010.  The  market  price  of  the stock was $.07 and we
recognized  $25,200  expense  in  association  with  the  shares  issued.

On  May 26, 2010, we agreed to issue our attorneys 50,000 shares of common stock
as part of our retainer agreement. The market price of the stock was $.05 and we
recognized  $2,500  expense  in  association  with  the  shares  issued.

CONVERSION OF PREFERRED STOCK

In  the  nine months ending September 30, 2009 one of our shareholders converted
36,000  shares of Series A Preferred Stock to 90,000 shares of Common Stock at a
conversion  price  of $4.00 per shares. The conversion was recorded according to
the  terms of the Series A Preferred Stock agreement and therefore resulted in a
$360,000  decrease in Series A Preferred Stock valued at par, an increase of $90
in  Common  Stock valued at par and an increase in additional paid in capital of
$359,910.  On conversion, the investor's shares of Series A Preferred Stock were
retired.

NOTE 8 - RELATED PARTY TRANSACTIONS

Larry  Hargrave,  our  former  CEO, was awarded a bonus of $1,000,000 to be paid
$15,000  per  month beginning in March 2008.  As of September 30, 2010 and 2009,
$535,000  remained  unpaid.  During  2009,  we  renegotiated  the payment of the
remaining  bonus  to  be  paid  as  follows:

<PAGE>

-     We  agreed  to  issue  600,000  shares of common stock and reduce the cash
payment  of  deferred  compensation  by  $300,000.  The  shares  were  valued at
$606,000  based  on the closing price of the stock on the date of the agreement.

-     We agreed to repay the money owed to Mr. Hargrave, subject to availability
of cash, at the sole and absolute discretion of the Board of Directors.

Joel  Gold, one of our directors, was a Director of Investment Banking at Andrew
Garrett.  In  2009,  we  paid  Andrew  Garrett as our placement agent a total of
$141,440  in  fees.  We  also  issued  warrants  to  purchase  435,200  shares.

For  the  nine  months  ended  September 30, 2010, we paid Andrew Garrett as our
placement  agent  a  total  of  $126,588  in fees and 1,631,300 in warrants. The
warrants  issued  in  to Andrew Garrett in 2010 have a strike price of $0.10 and
are  subject to the Anti-Dilutive Provision described in Note 6, and were valued
at  $318,660.

On  April  15,  2010, we agreed to issue James Byrd, director, 360,000 shares of
stock  as  compensation  for consulting services he provided to the Company from
May  2009  through  April  2010.  The  expense was recognized in the nine months
ending  September  30,  2010.


NOTE  9  -FAIR  VALUE  MEASUREMENT

The  Company  determines  fair  value  measurements  used  in  its  consolidated
financial statements based upon the exit price that would be received to sell an
asset  or  paid to transfer a liability in an orderly transaction between market
participants  exclusive  of  any  transaction costs, as determined by either the
principal  market  or  the most advantageous market. The principal market is the
market  with  the  greatest  level  of  activity  and  volume  for  the asset or
liability. Absent a principal market to measure fair value, the Company has used
the  most  advantageous  market,  which is the market in which the Company would
receive  the  highest  selling  price  for  the asset or pay the lowest price to
settle  the  liability, after considering transaction costs. However, when using
the most advantageous market, transaction costs are only considered to determine
which  market  is  the  most advantageous and these costs are then excluded when
applying  a  fair  value  measurement.

Inputs  used  in  the  valuation techniques to derive fair values are classified
based on a three-level hierarchy. The basis for fair value measurements for each
level  within  the  hierarchy is described below with Level 1 having the highest
priority  and  Level  3  having  the  lowest.

Level  1:  Quoted  prices in active markets for identical assets or liabilities.

Level  2:  Quoted  prices  for  similar assets or liabilities in active markets;
quoted  prices  for  identical  or  similar  instruments in markets that are not
active;  and  model-derived  valuations  in  which  all  significant  inputs are
observable  in  active  markets.

Level  3:  Valuations  derived  from  valuation  techniques in which one or more
significant  inputs  are  unobservable.

The  following tables provide a summary of the recognized assets and liabilities
that  are  measured  at  fair  value  on  a  non-recurring  basis:

<PAGE>
                                      Quoted Prices
                                      in Active
                                      Markets for    Significant
                                      Identical      Other        Significant
                      September  30,  Assets /       Observable   Unobservable
                           2010       Liabilities    Inputs       Inputs
                      --------------  -------------  -----------  ------------
Assets:
Assets held for sale       3,004,644              -            -     3,004,644
                      ==============  =============  ===========  ============

                                    Quoted Prices
                                    in Active
                                    Markets for    Significant
                                    Identical      Other        Significant
                      December 31,  Assets /       Observable   Unobservable
                          2009      Liabilities    Inputs       Inputs
                      ------------  -------------  -----------  ------------
Assets:
Assets held for sale     5,986,356              -            -     5,986,356
                      ============  =============  ===========  ============

The  following tables provide a summary of the recognized assets and liabilities
that  are  measured  at  fair  value  on  a  recurring  basis:

                                      Quoted Prices
                                      in Active
                                      Markets for    Significant
                                      Identical      Other        Significant
                      September  30,  Assets /       Observable   Unobservable
                           2010       Liabilities    Inputs       Inputs
                      --------------  -------------  -----------  ------------
Liabilities:
Derivates associated
 with warrants             1,207,431              -            -     1,207,431
                      ==============  =============  ===========  ============

The  fair value measurements of assets held for sale are calculated based on the
expected  realization  from  selling  those  assets.

The  carrying  amounts  of  cash  and  cash equivalents, accounts receivable and
accounts payable, and accrued expenses approximate fair value based on the short
maturities  of  these  instruments. At September 30, 2010 and December 31, 2009,
the  fair  value  of  the  debt  was  equal  to  the  carrying  value.


NOTE  10  -DISCONTINUED  OPERATIONS  AND  ASSETS  HELD  FOR  SALE

BOB  BEEMAN  DRILLING,  COMPANY

On or about October 8, 2009, the Company discontinued the operations of BBD, due
to  lack  of profitability.  The discontinuation of operations resulted in a 100
percent impairment of the goodwill associated with the purchase of the BBD.  The
related  assets  are  now  being  held  for  sale.  Due  to  the

<PAGE>
current  depressed  market for assets in the drilling industry, an impairment of
their  value was recorded in 2009, which reduced their value to $4,873,256 as of
December  31,  2009.

In  November  2010  we  filed  a  claim  with our insurance company for $654,189
related  to  assets  missing  from  our yard in Moab, Utah. We accounted for the
theft  as  an  extraordinary  loss.  See  Note  13.

During  the nine months ended September 30, 2010, the total loss associated with
discontinued  operations  was  $233,545,  including  operating loss of $123,303,
allocated interest expense of $415,240, a gain on deferred taxes associated with
the  disposition  of  assets of $335,374, and a loss on the sale of equipment of
$30,376.

The  assets  and liabilities of items held for sale associated with discontinued
operations at BBD are as follows as of September 30, 2010 and December 31, 2009:

                          SEPTEMBER 30,  DECEMBER 31,
                               2010          2009
                          =============  ============
ASSETS:
  Fixed assets                2,374,241     4,873,256
  Goodwill                            -             -
                          =============  ============

LIABILITIES:
  Deferred tax liability        711,776     1,501,046
                          =============  ============

BEST  GEOLOGICAL  SERVICES

On  or  about December 31, 2009, the Company discontinued the operations of BGS,
due  to  lack of profitability.  The related assets are now being held for sale.
Due  to  the  condition of the assets and current depressed market for assets in
the  rig-housing  industry, impairment was recorded in 2009, which reduced their
value  to  $1,113,100.  A  further  impairment  was  recorded  on  June 30, 2010
following  an  independent  appraisal  order  by PNC Credit, which reduced their
values  by  another  $482,700.  As  a  result  of  the  write

down  of  the  fixed  assets,  the  Company  recognized  a deferred tax asset of
$335,485,  calculated  on the difference between the taxable basis of the assets
and  their  value  for  the  Company.

During  the nine months ended September 30, 2010, the total loss associated with
discontinued  operations  was  $473,460,  including  a  loss  from operations of
$72,617  allocated  interest  expense  of  $87,088,  a  write-down  of assets of
$482,700  and gain on deferred taxes associated with the impairment of assets of
$168,945.

The  assets  and liabilities of items held for sale associated with discontinued
operations at BGS are as follows as of September 30, 2010 and December 31, 2009:

                        SEPTEMBER 30,   DECEMBER 31,
                             2010           2009
                       ==============  =============
ASSETS:
  Fixed assets         $       30,400  $    ,113,100
  Deferred tax asset*  $       35,485  $      66,540
                       ==============  =============
  Total assets         $       65,885  $    ,279,640
                       ==============  =============

<PAGE>
  This  asset  is  offset  against  liabilities  at  the consolidated level and,
therefore,  is  not  subject  to  a  valuation  allowance.

BEST  ENERGY  VENTURES

BEV  was  formed  in  2009 to rejuvenate oil wells for the production of natural
gas.  We purchased rights to develop one such well, but, due to lack of capital,
did  not  commence  operations within the terms of the lease. In connection with
the sale of membership interest in Best Energy Ventures, LLC, we issued warrants
to the members to purchase 1,800,000 shares of common stock at an exercise price
of $0.25 per share at any time until expiration on December 16, 2014.  We valued
these  warrants  using the Black-Scholes option pricing model with the following
assumptions:  stock  prices  on  the  grant  date of $0.20, lives of five years,
expected  volatility  of 179.43%, risk-free interest rate of 2.34%, and expected
dividend rate of 0.00%. These warrants were valued at $267,366 and were expensed
on  the  discontinuance  of the operation in 2009. On March 31, 2010, we reduced
the  strike  price  on  the  warrants  to  equal that of the strike price on the
warrants  issued  with the private placement and recognized a deemed dividend of
$5,129.  Also in connection with the sale of BEV, we offered 1,000,000 shares to
certain  investors  if we did not commence work on the rig within 90 days of the
date of their investment. We did not begin that work and a related stock payable
of  $120,000  was recorded as of December 31, 2009. The payable was valued based
on  the trading market price of the shares on December 31, 2009. During the nine
months  ended  September  30,  2010, the total loss associated with discontinued
operations  was  $63,000,  all  of  which  was  associated  with  operations.

On  June  4,  2010,  the  Company  extended  its  lease for another 12 months in
exchange  for  a 7.5% interest in BEV. Because the lease value is fully impaired
for  accounting  purposes,  no  gain  or loss was recorded as of the date of the
transaction.


LIABILITIES  RELATED  TO  ASSETS  HELD  FOR  SALE

Deferred  tax liabilities associated with assets held for sale are classified as
liabilities  realted  to  assets held for sale.  The Company identified $376,291
and $1,334,506 liabilities related to assets held for sale at September 30, 2010
and December 31, 2009. The decrease of $958,215 resulted from 453,896 related to
the extraordinary loss from theft at BBD, $335,374 related to sales of assets at
BBD  and  $168,945  related to the impairment in the value of the assets at BGS.


NOTE  11  -  SUBSEQUENT  EVENTS

On  October  10,  2010, we issued 217,600 shares of common stock as paid-in-kind
interest  on  convertible debt as of July 1, 2010. The accrued interest owed was
$56,425  and  it  was  converted  at  $0.25  a share according to the conversion
agreement.  No gain or loss was recorded on the conversion due to the conversion
being  within  the  terms  of  the  convertible  debt  agreement.

On  November 11, 2010, we declared and paid Series A Preferred Stock dividend to
be  paid  in  kind  with shares of Series A Preferred Stock at a rate of $10 per
share.  The  total amount of the dividend of $1,169,719 was paid by the issuance
of  116,792  shares  of  Series  A  Preferred  Stock.

Also November 11, 2010, we agreed to issue 2,713,667 shares of Common Stock and
5,427,333 warrants at $0.10 as paid-in-kind interest to the investor who has
provided us with $700,000 of bridge financing.  Those warrants are subject to
the Anti-Dilutive Provision described in Note 6.

<PAGE>
From  October  18,  2010  to  October  29,  210  the Company received gross cash
proceeds  of $223,500 for October sales of units related to the August Offering,
which  closed  October  29,  2010.   See  Note  6.

NOTE  12  -  LEGAL  MATTERS

We  are  from time to time subject to litigation arising in the normal course of
business.  As  of  the  date of this Quarterly Report on Form 10-Q, there are no
pending  or  threatened  proceedings  which  are currently anticipated to have a
material  adverse  effect  on  our  business,  financial condition or results of
operations.

On  or  about  April  7,  2010, the Company was served with a petition captioned
Larry  W.  Hargrave and American Rig Housing, Inc. v. Best Energy Services, Inc.
that  was  filed  in  the  234th Judicial District Court of Harris County, Texas
(Cause  Number  201021424).  Mr.  Hargrave is the former CEO of the Company. The
lawsuit  asserts  the  following breach of contract claims: (1) failure to issue
and  deliver  to  American  Rig  Housing,  Inc.  ("ARH") 1,465,625 shares of the
Company's  common  stock as required under the acquisition agreement pursuant to
which  the Company purchased certain assets of ARH in February 2008, (2) failure
to  issue  75,000  shares  of  the  Company's  common  stock as required under a
severance  agreement  entered  into  with  Mr.  Hargrave,  the former CEO of the
Company  (the  "Severance Agreement"), (3) failure to reimburse Mr. Hargrave for
certain  unspecified verified out-of-pocket expenses incurred in the performance
of  his duties as CEO of the Company, (4) failure to issue 600,000 shares of the
Company's  common  stock,  as  deferred  compensation,  as  required  under  the
Severance  Agreement,  (5)  failure to make the monthly cash payments due to Mr.
Hargrave  under  the Severance Agreement, which consist of (i) $15,000 per month
for  the first four months beginning in January 2009 and (ii) $10,000 per months
for  the  next  forty-nine  (49) months, (6) failure to make certain unspecified
payments, including expense reimbursements, under a consulting agreement alleged
to  have  been  entered  into  in  January 2009 and (7) failure to reimburse Mr.
Hargrave  for  certain unspecified payments made by the plaintiffs to vendors of
the  Company.  The  relief  requested by the plaintiffs includes actual damages,
specific  performance  and  costs  and  attorneys'  fees.  The  Company plans to
contest the lawsuit vigorously. As of September 30, 2010, the stock had not been
issued  in  certificate  form,  but  had  been  recorded.  Further, the deferred
compensation  of $535,000 has been accrued, which is equal to the amounts in the
severance  agreement  less  the  $15,000  payment that was made in January 2009.

On or about May 17, 2010, the Company was served with a petition captioned Linda
J.  Hargrave vs. Best Energy Services, Inc. that was filed in the 234th Judicial
District  Court  of  Harris County, Texas (Cause No. 2010-24463).  Mrs. Hargrave
contends that the Company has defaulted on lease payments in the total amount of
$64,000  for  the  property at 4092 US Highway 59 South, Cleveland, Texas 77327.
Mrs.  Hargrave  additionally  alleges  that  the  Company  had failed to pay the
property taxes in the amount of $5,792. Mrs. Hargrave obtained the property from
her  ex-husband,  Larry Hargrave, through a divorce decree. The relief requested
by the Plaintiff includes actual damages, pre-judgment interest, attorney's fees
and  costs  of  court.  All  taxes  and  rent  have  been  accrued.

The  Company  plans  to  contest  both  of  these  lawsuits  vigorously and file
substantial  counterclaims  for  breach  of fiduciary duty, fraud and fraudulent
inducement.  Although the Company believes the plaintiffs' claims are meritless,
there  can be no assurance that the Company will prevail in this litigation, the
consequences  of  which  would  be potentially substantial economic costs to the
Company,  substantial  dilution  through  the  issuance  of additional shares of
Common  Stock to the plaintiffs, any of which would be a material adverse effect
which  could  potentially  cause  the Company to declare bankruptcy and make the
Units  worthless.


<PAGE>
NOTE  13  -  EXTRAORDINARY  LOSS

In  November  2010  we  filed  a  claim  with our insurance company for $654,189
related  to  assets  missing  from  our  yard  in  Moab,  Utah.

We  accounted  for  the  stolen  assets  as  an  extraordinary item, writing off
$1,440,940  of  assets  held  for  sale  and,  based  on  our determination that
collection  of  the  receivable  was  more  than  likely, recording an insurance
receivable of $654,189, an extraordinary loss on insurance claim of $786,751 and
an  extraordinary  deferred  tax  gain  of  $453,896.








































<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD  LOOKING  STATEMENTS:  STATEMENTS  ABOUT  OUR  FUTURE  EXPECTATIONS  ARE
"FORWARD-LOOKING STATEMENTS" AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE.  WHEN
USED  HEREIN,  THE  WORDS  "MAY,"  "WILL,"  "SHOULD,"  "ANTICIPATE,"  "BELIEVE,"
"APPEAR,"  "INTEND,"  "PLAN,"  "EXPECT,"  "ESTIMATE," "APPROXIMATE," AND SIMILAR
EXPRESSIONS  ARE  INTENDED  TO  IDENTIFY  SUCH FORWARD-LOOKING STATEMENTS. THESE
STATEMENTS  INVOLVE  RISKS AND UNCERTAINTIES INHERENT IN OUR BUSINESS, INCLUDING
THOSE  SET FORTH UNDER THE CAPTION "RISK FACTORS," IN THIS DISCLOSURE STATEMENT,
AND  ARE  SUBJECT  TO  CHANGE  AT  ANY  TIME.  OUR  ACTUAL  RESULTS COULD DIFFER
MATERIALLY  FROM THESE FORWARD-LOOKING STATEMENTS.  THIS FORM 10-Q DOES NOT HAVE
ANY  STATUTORY  SAFE HARBOR FOR THIS FORWARD LOOKING STATEMENT.  WE UNDERTAKE NO
OBLIGATION  TO  UPDATE  PUBLICLY  ANY  FORWARD-LOOKING  STATEMENT.

This Management's Discussion and Analysis should be read in conjunction with the
financial  statements  included  in  this  Quarterly  Report  on  Form 10-Q (the
"Financial  Statements").  The  financial  statements  have  been  prepared  in
accordance  with  generally  accepted  accounting  policies in the United States
("GAAP").  Except  as  otherwise  disclosed, all dollar figures included therein
and  in  the  following  management discussion and analysis are quoted in United
States  dollars.

COMPANY OVERVIEW

Through  our wholly owned subsidiary, Best Well Service, Inc. ("BWS"), we have a
strong  footprint  in the hydrocarbon rich Hugoton basin.  BWS has distinguished
itself  over  the  years  in  its  service to both major oil companies and large
independents,  as well as an employee retention history that we believe is among
the  best  in the industry. BWS also has complete in-house safety certifications
and  we rank extremely high within our regional peer group. BWS is headquartered
out  of  Liberal,  Kansas  and  has  25  workover  rigs.

BUSINESS STRATEGY

Our  overreaching  goal  for 2010 is to increase the level and predictability of
our  revenues in the well services business. To accomplish this objective we are
focused  on  three  distinct  growth  avenues  as  discussed  below.

Basin-Centered  Opportunities.  In  early  2009, workover activity industry-wide
witnessed  a severe contraction. At BWS, activity decreased in a matter of weeks
from  25  active  rigs to as few as three.  In the wake of that decline, BWS was
able  to  restore  its  activity  level  to  between 40-60% of available rigs by
capturing  a  larger  market share of available work in the Hugoton Basin.  Best
now  estimates  that  BWS's  share  of the local market as measured by being its
customers' "first call" is roughly 80% versus 30-35% in 2008. Best believes this
higher  market  share  is  directly  attributable  to  the  following:

>    More customer-friendly  pricing  practices.  In  2008,  based  on available
     information,  competitors  of  Best  were charging as much as $340-$360 per
     hour  for  the  same  services  for  which  BWS was charging $240 per hour.
     Following the early 2009 downturn, BWS reduced the price of its services by
     an  additional  10-15%.  Based  on available information, BWS's competitors
     reduced  their  prices  more in an attempt to remain competitive with BWS's
     pricing,  and  in  many  cases  after  failing  to do so, withdrew from the
     Hugoton  Basin.  Best  will  continue  to  offer  value-priced

<PAGE>
     service  with  strong  on the job performance and a superb safety record to
     its  customers in the Hugoton and likewise as it expands into areas outside
     its  traditional  Hugoton  area  of  operations.

>    Safety  record.  BWS  has  an active in-house safety program, which it also
     tailors  to  fit its customers' needs when requested. In fact, Best aims to
     act  pro-actively  by  putting  in  place  safety protocols that exceed the
     expectations of our customers. Best believes that BWS's safety record ranks
     superior  to  that  of  its  local  competitors.

>    Reputation  and  performance.  BWS began operations in the Hugoton Basin in
     1991.  The  reputation  and  performance  of  BWS  over  that time has been
     consistent  and  always  customer-focused.  In  addition,  many  of our key
     employees, including sales, pushers, operators and rig hands have been with
     BWS for many years In addition, BWS's low historical employee turnover rate
     of  less  than 10% in recent years ranks BWS among the top companies in its
     sector  in  employee  retention. Best believes the loyalty of its employees
     and  their  intimate knowledge of operational challenges in the Hugoton are
     the  key  reason  for  high  "first  call"  rate  with  its  customers.

In  addition  to continuing growth in our traditional Hugoton Basin market area,
our  business  plan  calls  for growth through two additional efforts- New Basin
Opportunities  and  HBFP.

New  Basin  Opportunities.  We  believe  the strength of BWS's reputation in the
Hugoton  Basin  is  an important asset for Best.  Fueling that reputation is our
intense  focus  on  the  needs  of  our  customers,  including  the  need  for
value-oriented  pricing  and  strong  safety  programs.  In  furtherance of this
aspect  of  our strategy, on August 3, 2010, Best announced that it had expanded
the reach of its well service business to now include the Central Kansas Uplift.
Operations  are centered in Pratt, Kansas, located some 120 miles to the East of
Liberal.  Best  has deployed up to three rigs thus far into the area and expects
demand  for  additional equipment as Best's brand, value pricing and performance
become  more  demonstrated  to  potential  new  customers  in  the  area.

In  addition,  for  the  past  six months, Best has been exploring and analyzing
opportunities  to  redeploy  some of BWS's equipment into more active basins, in
particular where there are high levels of activity in emerging shale-based plays
that  have  a strong oil-focused component. After considerable analysis, Best is
focusing  its  attention  on  the Eagle Ford shale play of South Texas. Best was
recently  a  sponsoring  exhibitor at the largest industry trade show to date on
the  Eagle  Ford.  The  Eagle Ford covers a 15 county area of South Texas and is
believed  to  cover a potentially prospective geographic reach of some 50 by 400
square miles. Several of Best's existing customers in the Hugoton Basin are also
large  stakeholders in the Eagle-Ford play. In addition to those customers, Best
has  relationships  with  an  additional  base  of  customers  through  prior
relationships between Best's CEO and those potential customers. Best's objective
is  to have several rigs deployed into South Texas prior to the end of the year.
Based on industry forecasts of activity for the area, Best believes that as many
as  ten  rigs  could be actively deployed into South Texas within the next year.
Finally,  Best  is exploring various avenues to accelerate its presence in South
Texas  beyond  its  base  case  of  forecasted  growth.

HBFP.  During  2009,  a  much  repeated reason our customers gave for not having
more active workover programs was that capital was not being made available from
their  corporate  decision  makers.  In  recognition  of the customer's need for
capital, Best is in the process of establishing Hugoton Basin Financing Partners
("HBFP"),  a  joint undertaking with an oil and gas focused private equity group
based  in  New York.  Under the arrangement as currently contemplated, BWS would
source  candidates  for  HBFP  that  require  capital  to finance their workover
projects.  HBFP  would  take  capital  advanced to it by the private equity Fund
and,  on  certain undisclosed terms, provide financing to the customer in return
for  a  preferential return from production from the wells, plus a premium and a
residual  back-in  after  payout.

<PAGE>
Customers  of  HBFP  would  be  required  to  use  BWS to provide their workover
services.  In  addition,  BWS  would  be  retained  to bundle certain additional
services  for the HBFP customer, with BWS being compensated for such services by
the  vendor.  The  HBFP  non-binding  indicative  term  sheet calls for up to $5
million  of  capital  being made available to potential BWS customers.  The HBFP
transaction is subject to negotiation of a definitive agreement between the Fund
and  Best.  Best  believes  there  may be a substantial market for this style of
financing,  not  only  in  the  Hugoton  Basin,  but  in  other  basins as well.

Other  Initiatives.  During  2009,  Best formed a new minority owned subsidiary,
Best  Energy  Ventures  ("BEV")  for  the  purpose of developing projects in the
exploration  and  production business that could utilize our workover rigs.  The
Company  has  matured  one such project in the southern United States that could
represent  an  important  extension  of  an  existing shale-based play currently
underway within a 100-mile proximity of the target area.  To test this potential
extension,  BEV  acquired  a  160  acre  lease  which also contains a previously
abandoned  well  in  a  horizon slightly deeper than the targeted extension play
horizon.  The  deeper  horizon  may  contain  between 100,000-350,000 barrels of
remaining  recoverable oil, which would be additive to the potential gas horizon
up  hole.  BEV  is  currently  seeking  an  industry partner that would fund the
reentry,  test  the  potential  shale-gas  extension,  and  restore  the  deeper
producing  oil  horizon to production and near-term cash flow.  If successful in
establishing commercial production in the natural gas zone, BEV and its industry
partner  would  seek  to  scale out development throughout this lease.  To date,
Best  has  funded  the  efforts  of BEV by sales of membership in the subsidiary
totaling  $150,000.  Best  holds  a  42.5%  interest  in BEV and will direct the
project  development. Best is not liable for any capital calls or liabilities of
BEV  and intends to finance the entirety of any future development with industry
partner's  capital.  There can be no assurance BEV will be successful in finding
an  industry  partner  or  that  the  well can be successfully reentered. If the
reentry is mechanically successful there can be no assurance that the deeper oil
horizon can be mechanically restored to production and/or that the shallower gas
horizon can be sufficiently stimulated to produce economic quantities of natural
gas.

MARKET  CONDITIONS  IN  OUR  INDUSTRY

The United States oil field services industry is highly cyclical.  Volatility in
oil  and  natural  gas  prices  can produce wide swings in the levels of overall
drilling  activity  in  the  markets  we now serve and affect the demand for our
drilling services and the day rates we can charge for our rigs. The availability
of  financing sources, past trends in oil and natural gas prices and the outlook
for future oil and natural gas prices strongly influence the number of wells oil
and  natural  gas  exploration  and  production  companies  decide  to drill. In
particular,  the  significant  BTU  disparity  between crude oil and natural gas
prices  has persisted, with natural gas selling at a significant discount to its
crude  oil  comparative.  In part for that reason, Best over the past six months
embarked  on a program of refocusing its equipment into areas with higher levels
of  crude  oil  activity versus natural gas activity, such as the Hugoton Basin.

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2010  COMPARED WITH THE THREE MONTHS ENDED
SEPTEMBER  30,  2009

Revenues  were $1,578,297 for the three months ended September 30, 2010 compared
with revenues of $854,938 million for the three months ended September 30, 2009.
The increase of $723,359 million was primarily the result of increasing activity
in  the drilling and reworking of natural gas wells in the Hugoton Basin, of our
increasing  market  share  and  of  our  expansion  into  new  regions.

Operating Expenses were $1,218,113 for the three months ended September 30, 2010
compared  with  $872,834  million for the three months ended September 30, 2009,
resulting  in  an  increase  of  $345,279.  This  increase  was  a result of the
increase  in  business  unit  operating  expenses  consequent  to

<PAGE>
increasing  rig  activity.  Although revenues increased by more than 85%, direct
costs  were  up just 40%.  Operating expenses includes direct costs of revenues,
and business unit operating expenses, but exclude depreciation and amortization.
Considering  just direct costs, Best's gross margin improved to 54% in the third
quarter  of  2010  from  41%  in  the  third  quarter  of  2009.

General  and  Administrative  Expenses  on  a  cash basis continued to decrease,
though  on a GAAP basis inclusive of non-cash based stock compensation, reported
G&A  was higher. On a GAAP basis, G&A expenses were $551,745 for the three-month
period  ended  September  30,  2010  compared with $434,699 for the three months
ended  September 30, 2009, for an increase of $117,046, resulting primarily from
$318,660  of professional fees paid in stock. Cash G&A, exclusive of stock-based
compensation  costs, was $233,085 for the three-month period ended September 30,
2010 compared with $434,699 for the three months ended September 30, 2009, for a
decrease  of  $201,614.  Management  has  made a concerted effort to reduce cash
corporate overhead through downsizing office space, reduction in corporate staff
and  other  overhead expenses. Management expects cash G&A costs to now be under
$1  million  per  year  going  forward.

Net  Loss  from Operations was $844,371 for the three months ended September 30,
2010  compared  with  $1,027,283  for the three months ended September 30, 2009,
resulting  in  a  decreased  loss  of $182,912. The decreased loss resulted from
higher sales and margins.  Exclusive of the $318,660 of stock-based compensation
in  2010,  the  net loss from operations would have been $525,711, a decrease of
$501,572. Net loss from operations includes revenues, direct operating expenses,
G&A  expenses,  and  depreciation  and  amortization  expenses.

Cash  EBITDA  from  Operations was $127,099 for the three months ended September
30,  2010 for the three months ended September 30, 2010, compared with a loss of
$452,595  for  the three months ended September 30, 2009, resulting in increased
earnings  of  $579,694.  The  increased  earnings resulted from higher sales and
gross  margin  and lower G&A expenses. Cash EBITDA from Operations is calculated
as  Net  Loss from Operations with depreciation of $652,810 in 2010 and $574,688
in  2009 and stock-based compensation of $318,660 in 2010 and zero in 2009 added
back.

Interest  Expense  remained  consistent  at  $358,231 for the three-month period
ended September 30, 2010 compared with $346,852 for the three-month period ended
September  30,  2009,  for an increase of $11,379.  The Company's term loan with
PNC  Credit  bears  interest  at  prime  +  2.75%. Best continues to work toward
further  debt  reductions  through  asset  sales  of  discontinued  assets.

Net  Loss  was  $1,897,257,  or  $0.06, per common share after accrued preferred
dividends for the three months ended September 30, 2010 compared with a net loss
of  $5,688,276,  or $0.28, per common share for the three months ended September
30,  2009,  for  a  decrease of $3,791,019 or $0.22 per share. This decrease was
primarily  due  to  a  smaller  loss  on  discontinued  operations.

NINE  MONTHS  ENDED  SEPTEMBER  30,  2010  COMPARED  WITH  THE NINE MONTHS ENDED
SEPTEMBER  30,  2009

Revenues  were  $4,839,711  for  the  nine-month period ended September 30, 2010
compared  with  revenues of $3,572,240 for the nine-month period ended September
30,  2009.  The  increase  of  $1,267,471  million  was  primarily the result of
increasing  activity  in  the drilling and reworking of natural gas wells in the
Hugoton  Basin  and  of  our  increasing  market  share.

Operating Expenses were $3,582,808 for the nine-month period ended September 30,
2010  compared  with  $3,278,806  for  the nine-month period ended September 30,
2009,  resulting  in  an increase of $304,002. This increase was a result of the
increase  in  business  unit  operating  expenses  consequent  to increasing rig
activity.  Operating  expenses  includes  direct costs of revenues, and business
unit  operating

<PAGE>
expenses,  but  exclude  depreciation  and amortization. Considering just direct
costs,  Best's  gross  margin  improved  to  55%  in  2010  from  40%  in  2009.

General  and  Administrative  Expenses  on  a  GAAP  and cash basis continued to
decrease  in  the period.  On a GAAP basis, G&A expenses were $1,332,637 for the
nine-month period ended September 30, 2010 compared with $1,678,756 for the nine
months ended September 30, 2009, for a decrease of $346,119. The decrease in G&A
costs  resulted primary from Management's cost-cutting measures. Included in G&A
was stock based compensation expense of $698,660 and $462,888 for the first nine
months  of 2010 and 2009. Cash G&A, exclusive of stock-based compensation costs,
was  $633,977  for  the nine-month period ended September 30, 2010 compared with
$1,215,868 for the nine-month period ended September 30, 2009, for a decrease of
$581,891.  Management  has  made  a  concerted  effort  to reduce cash corporate
overhead through downsizing office space, reduction in corporate staff and other
overhead  expenses. Management expects cash G&A costs to now be under $1 million
per  year  going  forward.

Net  Loss  from  Operations  was  $1,997,457  for  the  nine-month  period ended
September  30,  2010  compared  with  $3,109,384 for the nine-month period ended
September  30,  2009, resulting in a decreased loss of $1,111,927. The decreased
loss  resulted  from  higher sales.  Net loss from operations includes revenues,
direct  operating  expenses,  G&A  expenses,  and  depreciation and amortization
expenses.

Cash EBITDA from Operations was $622,926 for the nine months ended September 30,
2010  for  the  nine  months  ended  September 30, 2010, compared with a loss of
$922,434  for  the  nine months ended September 30, 2009, resulting in increased
earnings  of  $1,545,360.  The increased earnings resulted from higher sales and
gross  margin and lower G&A expenses.  Cash EBITDA from Operations is calculated
as  Net  Loss  from  Operations  with  depreciation  of  $1,921,723  in 2010 and
$1,724,062 in 2009 and stock-based compensation of $698,660 in 2010 and $462,888
in  2009  added  back.

Interest  Expense  was  $1,188,914 for the nine-month period ended September 30,
2010 compared with $754,011 for the nine months ended September 30, 2009, for an
increase of $434,903.  This increase was primarily a result of non-cash interest
expenses,  such  as  warrants  issued  to  our  bank and amortization related to
convertible  debt.  The  Company's  term  loan with PNC Credit bears interest at
prime  +  2.75%.

<PAGE>
Net  Loss  was  $4,684,536,  or  $0.16, per common share after accrued preferred
dividends  and  deemed  dividends  for the nine-month period ended September 30,
2010  compared with a net loss of $9,426,669, or $0.45, per common share for the
nine-month  period ended September 30, 2009.  The decrease of $4,742,133 million
or  $0.29  per  share  resulted  primarily  from  a smaller loss on discontinued
operations  and  higher  revenues.

LIQUIDITY  AND  CAPITAL  RESOURCES

Historical  Cash  Flows

The  following  table  summarizes  our  cash  flows  for  the  nine months ended
September  30,  2010  and  2009:

                                            NINE MONTHS ENDED SEPTEMBER 30,
                                         =================  ==================
                                                2010                2009
                                         =================  ==================
Net cash provided by  (used in)
 operating activities                    $       (313,941)  $         401,658
Net cash used in investing activities:
Capital expenditures, net                        (336,497)           (326,556)
Cash provided by (used in)
 financing activities:
Net borrowings on LOC                             310,947             187,125
Principal payments on debt                       (746,235)         (1,019,432)
Proceeds from issuance of stock                 1,007,326           1,088,000
Payment of deferred financing costs                     -            (643,693)
Increase in bank overdraft                         57,105              63,568
                                         -----------------  ------------------
Net increase (decrease) in cash and
 cash equivalents                        $        (21,295)  $        (249,330)
                                         =================  ==================

Operating  activities  during  the  nine  months  ended  September 30, 2010 used
$313,941  of  cash  compared  to  providing  $401,658  in  the nine months ended
September  30,  2009.  The decrease in cash from operations resulted mainly from
accounts  receivable  earned  in 2008 but paid in early 2009, while in the first
nine months of 2010, accounts receivable grew as a result of increased activity.

Financing  activities  contributed  cash  of  $629,143 for the nine months ended
September  30,  2010  compared  to  using  $324,432  for  the  nine months ended
September 30, 2009.  The primary source of cash from financing activities in the
first  nine  months  of  2010  was  the issuance of units of warrants and common
stock.

We  have  no  current  commitment  from our officers and directors or any of our
stockholders  to  supplement  our operations or provide us with financing in the
future.  If  we  are  unable  to  increase  revenues  from  operations, to raise
additional capital from conventional sources and/or additional sales of stock in
the  future,  and/or if we are unable to extend or repay our line of credit with
PNC Bank, we may be forced to curtail or cease our operations. In the future, we
may be required to seek additional capital by selling debt or equity securities.
The sale of additional equity or debt securities, if accomplished, may result in
dilution  to  our then stockholders. We provide no assurance that financing will
be  available  in  amounts  or  on  terms  acceptable  to  us,  or  at  all.

Working  Capital  Deficit

At  September  30,  2010,  our  current  liabilities of $25,159,832 exceeded our
current  assets  of  $1,033,132  resulting  in  a  working  capital  deficit  of
$24,126,700.  This  compares  to  a  working  capital  deficit  of

<PAGE>
$6,572,937  million  at  December 31, 2009.  The increase in the working capital
deficit  is  primarily  the  result  the reclassification of the majority of our
loans payable to current as a result of the March 31, 2011 due date for the term
loan.  Current  liabilities  at  September  30,  2010,  include  preferred stock
dividends  payable  of  $1,169,719,  current  portion  of  loans  payable  of
$19,326,210,  accounts  payable  of  $1,897,504  and  a  derivative liability of
$1,207,431.  On November 11, 2010, we declared a dividend in full payment of the
accrued  preferred  stock  dividends.

Sources  of  Liquidity

Our  sources  of  liquidity  include  our  current  cash  and  cash equivalents,
availability  under  the  revolving portion of the Amended Credit Agreement, and
internally  generated  cash flows from operations.  We continue to explore other
sources  of financing that are available to us including possible sales of stock
or  issuance  of  subordinated  debt.

We  had  availability  of  $14,490  under  the  Amended  Credit  Agreement as of
September  30,  2010.

OFF-BALANCE  SHEET  ARRANGEMENTS

As  of  September  30,  2010,  we  had  no  transactions,  agreements  or  other
contractual arrangements with unconsolidated entities or financial partnerships,
often  referred  to as special purpose entities, which generally are established
for  the  purpose  of  facilitating  off-balance  sheet  arrangements.

CONTRACTUAL  OBLIGATIONS

Tabular  Disclosure  of  Contractual  Obligations

                                 OVER THE NEXT
                                 ===========================
                                 FIVE YEARS        12 MONTHS
                                 ==============  ===========
Notes Payable                    $   20,423,385  $20,414,210
Operating Leases                        173,700       84,400
Employment/Consultant Contracts         764,000      356,000
                                 ==============  ===========
Total                            $   21,361,085  $20,854,610
                                 ==============  ===========

Subject to the limitations set forth in the Amended Credit Agreement, our Series
A  Preferred  Stock  must  be redeemed using not less than 25% of our net income
after  tax  each year.  For the nine months ended September 30, 2010, we did not
have  positive net income after tax and did not redeem any outstanding shares of
Series  A  Preferred  Stock.

DISCLOSURE  REGARDING  FORWARD-LOOKING  STATEMENTS

We  caution  that  this  document contains forward-looking statements within the
meaning  of the Private Securities Litigation Reform Act of 1995, Section 27A of
the  Securities  Act  of  1933 and Section 21E of the Securities Exchange Act of
1934.  All statements, other than statements of historical facts, included in or
incorporated  by  reference into this Form 10-Q which address activities, events
or  developments which we expect, believe or anticipate will or may occur in the
future  are  forward-looking  statements.  The  words  "believes,"  "intends,"
"expects,"  "anticipates,"  "projects,"  "estimates,"  "predicts,"  "plans"  and
similar  expressions,  or  the  negative  thereof, are also intended to identify
forward-looking  statements.  In  particular,  statements, expressed or implied,
concerning  future  operating  results,  the  ability to increase utilization or
redeploy  rigs,  or  the ability to generate income or cash flows are by nature,
forward-looking  statements.  These  statements are based on certain assumptions
and  analyses  made  by  management  in

<PAGE>
light  of  its  experience  and  its  perception  of  historical trends, current
conditions and expected future developments as well as other factors it believes
are  appropriate  in the circumstances.  However, forward-looking statements are
not  guarantees  of  performance  and  no  assurance  can  be  given  that these
expectations  will  be  achieved.

Important  factors that could cause actual results to differ materially from the
expectations  reflected  in  the forward-looking statements include, but are not
limited  to any of the following:  the timing and extent of changes in commodity
prices  for  crude  oil,  natural  gas  and  related  products,  interest rates,
inflation,  the  availability  of  goods  and  services,  operational  risks,
availability  of capital resources, legislative or regulatory changes, political
developments,  and  acts  of  war  and terrorism.  A more detailed discussion on
risks  relating  to  the oilfield services industry and to us is included in our
Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2009.

In  light  of  these risks, uncertainties and assumptions, we caution the reader
that  these  forward-looking  statements are subject to risks and uncertainties,
many of which are beyond our control, which could cause actual events or results
to  differ  materially  from  those expressed or implied by the statements.  All
subsequent  written  and  oral  forward-looking statements attributable to us or
persons  acting  on  our behalf are expressly qualified in their entirety by the
cautionary  statements.  We  undertake  no  obligations  to update or revise our
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

None.


ITEM  4.  CONTROLS  AND  PROCEDURES.

(A)  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

Our  Chief  Executive  Officer  and  Chief  Financial  Officer  (the "Certifying
Officers")  maintain  a  system  of  disclosure  controls and procedures that is
designed  to provide reasonable assurance that information, which is required to
be  disclosed,  is accumulated and communicated to management timely.  Under the
supervision  and  with  the participation of management, the Certifying Officers
carried  out  an evaluation, under the supervision and with the participation of
our  management,  including  our  principal  executive  officer  and  principal
financial  officer,  of  the  effectiveness  of  our  disclosure  controls  and
procedures  as of September 30, 2010 (as defined in Exchange Act Rules 13a-15(e)
and  15d-15(e)),  and  within  45  days prior to the filing date of this report.

Based  upon  that  evaluation, the Certifying Officers concluded that, as of the
end of the period covered in this report, our disclosure controls and procedures
were  not  effective  to  ensure  that  information  required to be disclosed in
reports  filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized  and reported within the required time periods and is accumulated and
communicated  to  our  management, including our principal executive officer and
principal  financial officer, as appropriate to allow timely decisions regarding
required  disclosure.  In particular, we found control weaknesses in segregation
of  duties  in  the field and home offices.  As recently acquired operations are
assimilated,  we  intend  to  address  these  weaknesses  by  centrally locating
payables,  check  writing,  and  implementing  controls regarding segregation of
duties  related  to cash management.  We plan to have these controls in place by
year  end.  In  the interim, management has been reviewing all disbursements and
cash  account  activity.  We  also  found  that  we  did  not  maintain

<PAGE>
As  of  September  30,  2010,  we  did  not maintain effective controls over the
control  environment.  Specifically,  we  had  not  extended our written code of
business  conduct  and  ethics  to  include  non-officers.  This has resulted in
inconsistent  practices.  Since  these  entity  level  programs have a pervasive
effect  across  the  organization,  management  has  determined  that  these
circumstances  constitute  a  material  weakness.

As  of September 30, 2010, we did not maintain effective controls over financial
statement  disclosure.  Specifically, controls were not designed and in place to
ensure  that all disclosures required were originally addressed in our financial
statements.   Accordingly,  management  has  determined  that  this  control
deficiency  constitutes  a  material  weakness.

As  of  September  30,  2010, we did not maintain effective controls over equity
transactions.  Specifically,  controls  were not designed and in place to ensure
that  equity  transactions  were properly reflected. Accordingly, management has
determined  that  this  control  deficiency  constitutes  a  material  weakness.

Our  management,  including  our  principal  executive  officer  and  principal
financial  officer,  does not expect that our disclosure controls and procedures
or  our internal controls will prevent all error or fraud.  A control system, no
matter  how  well  conceived  and  operated,  can  provide  only reasonable, not
absolute, assurance that the objectives of the control system are met.  Further,
the  design  of  a  control system must reflect the fact that there are resource
constraints  and  the  benefits of controls must be considered relative to their
costs.  Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud,  if  any,  have  been  detected.

To  address  the material weaknesses, we performed additional analysis and other
post-closing  procedures  in  an  effort  to  ensure  our consolidated financial
statements  included  in  this quarterly report have been prepared in accordance
with  generally accepted accounting principles. Accordingly, management believes
that  the  financial  statements  included  in this report fairly present in all
material  respects our financial condition, results of operations and cash flows
for  the  periods  presented.

(B)  CHANGES  IN  INTERNAL  CONTROL  OVER  FINANCIAL  REPORTING

There  were  no  changes in our internal control over financial reporting during
the  quarter  ended  September  30,  2010, that have materially affected, or are
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


PART  II:  OTHER  INFORMATION

ITEM  1  -  LEGAL  PROCEEDINGS

We  are  from time to time subject to litigation arising in the normal course of
business.  As  of  the  date of this Quarterly Report on Form 10-Q, there are no
pending  or  threatened  proceedings  which  are currently anticipated to have a
material  adverse  effect  on  our  business,  financial condition or results of
operations.

On  or  about  April  7,  2010, the Company was served with a petition captioned
Larry  W.  Hargrave and American Rig Housing, Inc. v. Best Energy Services, Inc.
that  was  filed  in  the  234th Judicial District Court of Harris County, Texas
(Cause  Number  201021424).  Mr.  Hargrave is the former CEO of the Company. The
lawsuit  asserts  the  following breach of contract claims: (1) failure to issue
and  deliver  to  American  Rig  Housing,  Inc.  ("ARH") 1,465,625 shares of the
Company's  common  stock as required under the acquisition agreement pursuant to
which  the  Company  purchased  certain  assets  of  ARH  in  February  2008,

<PAGE>
(2)  failure  to  issue  75,000 shares of the Company's common stock as required
under  a  severance  agreement entered into with Mr. Hargrave, the former CEO of
the  Company  (the "Severance Agreement"), (3) failure to reimburse Mr. Hargrave
for  certain  unspecified  verified  out-of-pocket  expenses  incurred  in  the
performance  of  his  duties as CEO of the Company, (4) failure to issue 600,000
shares  of  the  Company's  common  stock, as deferred compensation, as required
under the Severance Agreement, (5) failure to make the monthly cash payments due
to  Mr. Hargrave under the Severance Agreement, which consist of (i) $15,000 per
month  for  the first four months beginning in January 2009 and (ii) $10,000 per
months  for  the  next  forty-nine  (49)  months,  (6)  failure  to make certain
unspecified  payments,  including  expense  reimbursements,  under  a consulting
agreement  alleged  to have been entered into in January 2009 and (7) failure to
reimburse  Mr.  Hargrave for certain unspecified payments made by the plaintiffs
to  vendors  of  the  Company.  The  relief requested by the plaintiffs includes
actual damages, specific performance and costs and attorneys' fees.  The Company
plans to contest the lawsuit vigorously. As of September 30, 2010, the stock had
not  been  issued  in  certificate  form,  but  had  been recorded. Further, the
deferred  compensation  of  $535,000  has  been  accrued,  which is equal to the
amounts  in  the  severance  agreement less the $15,000 payment that was made in
January  2009.

On or about May 17, 2010, the Company was served with a petition captioned Linda
J.  Hargrave vs. Best Energy Services, Inc. that was filed in the 234th Judicial
District  Court  of  Harris County, Texas (Cause No. 2010-24463).  Mrs. Hargrave
contends that the Company has defaulted on lease payments in the total amount of
$64,000  for  the  property at 4092 US Highway 59 South, Cleveland, Texas 77327.
Mrs.  Hargrave  additionally  alleges  that  the  Company  had failed to pay the
property taxes in the amount of $5,792. Mrs. Hargrave obtained the property from
her  ex-husband,  Larry Hargrave, through a divorce decree. The relief requested
by the Plaintiff includes actual damages, pre-judgment interest, attorney's fees
and  costs  of  court.  All  taxes  and  rent  have  been  accrued.

The  Company  plans  to  contest  both  of  these  lawsuits  vigorously and file
substantial  counterclaims  for  breach  of fiduciary duty, fraud and fraudulent
inducement.  Although the Company believes the plaintiffs' claims are meritless,
there  can be no assurance that the Company will prevail in this litigation, the
consequences  of  which  would  be potentially substantial economic costs to the
Company,  substantial  dilution  through  the  issuance  of additional shares of
Common  Stock to the plaintiffs, any of which would be a material adverse effect
which  could  potentially  cause  the Company to declare bankruptcy and make the
Units  worthless.


ITEM  2  -  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

PRIVATE PLACEMENTS

From  March  25  through  March  31,  2010  the  Company  sold  units of Company
securities  (the  "March  Units")  at  a  price  of $24,000 per Unit (the "March
Offering"),  with  each  March  Unit  consisting of (i) 240,000 shares of Common
Stock,  (ii)  five-year warrants to acquire 240,000 shares of Common Stock at an
exercise  price of $0.10 per share ("March Subscription Warrants") and (iii), if
investors in the Offering hold shares of the Company's Series A Preferred Stock,
par  value  $0.001  per  share  ("March Preferred Stock"), five-year warrants to
acquire  up to 240,000 additional shares of Common Stock at an exercise price of
$0.10 per share, depending on ownership of Preferred Stock ("March Participation
Warrants").  The  placement  agent for the Offering (or its sub-agents) received
the following compensation in connection with the Offering: (i) as a commission,
an  amount  equal  to  seven  percent  (7%)  of the funds raised in the Offering
through  such  placement  agent  (or  sub-agent), such amount to be paid in cash
and/or  shares  of  Common  Stock  at a price of $0.10 per share, plus (ii) as a
management fee, an amount equal to three percent (3%) of the funds raised in the
Offering  through such placement agent (or sub-agent), such amount to be paid in
cash  and/or  shares  of  Common  Stock  at  a  price  of  $0.10  per

<PAGE>
share,  plus  (iii)  as  a non-accountable expense allowance, an amount equal to
three  percent  (3%)  of the funds raised in the Offering through such placement
agent  (or  sub-agent),  such  amount to be paid in cash and/or shares of Common
Stock  at  a price of $0.10 per share.  In addition, the Company is obligated to
issue  to the placement agent, or its sub-agents: (i) warrants to purchase up to
10%  of  the  shares  of Common Stock issued to investors in connection with the
Offering  and  (ii)  ten  percent  (10%)  of  the  Subscription Warrants issued.

The Company received gross cash proceeds of $1,204,630.   The cash portion of
the placement agent's fees and commissions in connection with the initial
closing of the Offering totaled $112,938. We also paid legal expenses of
$111,559 and escrow fees of $7,500.

From  August  16  through  September  22, 2010 the Company sold units of Company
securities  (the  "August  Units")  at  a  price of $25,000 per August Unit (the
"August  Offering"),  with  each August Unit consisting of (i) 250,000 shares of
Common  Stock, (ii) five-year warrants to acquire 240,000 shares of Common Stock
at  an  exercise  price  of $0.10 per share ("August Subscription Warrants") and
(iii),  if  investors  in  the  Offering  hold  shares of the Company's Series A
Preferred  Stock,  par  value  $0.001  per  share ("Preferred Stock"), five-year
warrants  to  acquire  up  to  250,000  additional  shares of Common Stock at an
exercise  price  of  $0.10  per share, depending on ownership of Preferred Stock
("August Participation Warrants").  The placement agent for the Offering (or its
sub-agents) received the following compensation in connection with the Offering:
(i)  as  a commission, an amount equal to seven percent (7%) of the funds raised
in  the  Offering through such placement agent (or sub-agent), such amount to be
paid  in  cash and/or shares of Common Stock at a price of $0.10 per share, plus
(ii)  as  a  management  fee, an amount equal to three percent (3%) of the funds
raised  in the Offering through such placement agent (or sub-agent), such amount
to  be paid in cash and/or shares of Common Stock at a price of $0.10 per share,
plus  (iii)  as  a  non-accountable  expense allowance, an amount equal to three
percent  (3%)  of  the funds raised in the Offering through such placement agent
(or  sub-agent), such amount to be paid in cash and/or shares of Common Stock at
a  price  of $0.10 per share.  In addition, the Company is obligated to issue to
the  placement  agent,  or its sub-agents: (i) warrants to purchase up to 10% of
the  shares  of Common Stock issued to investors in connection with the Offering
and  (ii)  ten  percent  (10%)  of  the  Subscription  Warrants  issued.

The Company received gross cash proceeds of $105,000.   After September 30, 2010
we received additional proceeds of $223,500, for a total of $328,500.  The cash
portion of the placement agent's fees and commissions in connection with the
closings of the Offering totaled $29,905. We also paid legal expenses of
$40,000, marketing costs of $18,400 and escrow fees of $7,500.

Net proceeds from March Units and August Units for the nine months ended
September 30, 2010 were $1,007,326.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

As  of  August 13, 2010, we are in default on certain non-financial covenants of
our  Credit  Agreement  and  our working with our bank to remedy those defaults.
The  defaults  are  as  follows:

1.  An  Event  of  Default  as  a  result  of the aggregate balance of Revolving
Advances  outstanding  exceeding  the Formula Amount less, the aggregate Maximum
Undrawn  Amount of all issued and outstanding Letters of Credit, in violation of
Section  2.5  of  the  Loan  Agreement

2.  Events  of Default as a result of the Borrowers' failure to deliver to Agent
annual  financial  statements  pursuant to Section 9.7 of the Loan Agreement for
the  year  ended  December  31,  2009  (x)  by  April  15,

<PAGE>
2010  and  (y) accompanied by an unqualified report of the Accountants in either
case,  as  required  by  said  Section.

3.  An  Event  of  Default  as a result of the Borrowers' failure to pay certain
taxes  as  required  pursuant  to  Section  4.13 of the Loan Agreement (the "Tax
Default").


ITEM 4 - (REMOVED AND RESERVED)


ITEM 5 - OTHER INFORMATION

On September 13, 2010, the Board of Directors terminated Eugene Allen's contract
as President and Chief Operating Officer and offered him three months' pay as
severance. At the same meeting, JR Flores was appointed the new President and
COO.































<PAGE>
ITEM 6 - EXHIBITS

The  following exhibits are filed as part of this quarterly report on Form 10-Q:

31.1 Certification  of  Chief  Executive  Officer pursuant to Section 302 of the
     Sarbanes-Oxley  Act  of  2002

31.2 Certification of Interim Chief Financial Officer pursuant to Section 302 of
     the  Sarbanes-Oxley  Act  of  2002

32.1 Certification  of  Chief  Executive  Officer pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

32.1 Certification  of  Chief  Financial  Officer pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

                                   SIGNATURES
                                   ----------

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.


Dated: November 19, 2010                BEST ENERGY SERVICES, INC.
                                        (the registrant)

                                        By:
                                        Mark Harrington
                                        Chief Executive Officer


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Dated: November 19, 2010                BEST ENERGY SERVICES, INC.
                                        (the registrant)

                                        By: \s\Dennis Irwin
                                        Dennis Irwin
                                        Chief Financial Officer






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