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 endedJune 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 June 30,
2010 was 34,075,209 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 June 30, 2010 and
            December 31, 2009 (Unaudited)                                 F-3

            Consolidated Statements of Operations for the three months
            and six months ended June 30, 2010 and 2009 (Unaudited)       F-4

            Consolidated Statement of Cash Flows for the six months
            ended June 30, 2010 and 2009 (Unaudited)                      F-6

            Notes to Condensed Consolidated Interim
            Financial Statements (unaudited)                              F-8

Item 2.     Management's Discussion and Analysis                           26

Item 3.     Quantitative and Qualitative Disclosures about Market Risk.    32

Item 4.     Controls and Procedures                                        32


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

Item 1.     Legal Proceedings                                              33

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds    34

Item 3.     Defaults Upon Senior Securities                                34

Item 4.     Submission of Matters to a Vote of Security Holders            35

Item 5.     Other Information                                              35

Item 6.     Exhibits                                                       35

Signatures                                                                 36

                                     Page 2
<PAGE>
PART  I.  FINANCIAL  INFORMATION.
ITEM  1  CONSOLIDATED  INTERIM  FINANCIAL  STATEMENTS

                           BEST ENERGY SERVICES, INC.
                     Unaudited Consolidated Balance Sheets
                   As of June 30, 2010 and December 31, 2009

                                                   June 30,     December 31,
                                                     2010           2009
                                                -------------  --------------
Current assets
Cash                                            $    142,444   $      51,825
Accounts receivable, net of allowance for
  doubtful accounts of $48,623 as of
  June 30, 2010 and December 31, 2009              1,013,395         489,866
Prepaid and other current assets                      99,586          20,000
                                                -------------  --------------
Total current assets                               1,255,425         561,691

Property and equipment, net                       16,384,681      17,482,679
Deferred financing costs, net                        164,879         246,793
Intangible assets                                      3,459           3,459
Assets held for sale                               4,544,331       5,986,356
                                                -------------  --------------
TOTAL ASSETS                                    $ 22,352,775   $  24,280,978
                                                =============  ==============

LIABILITIES AND STOCKHOLDER'S DEFICIT
Current liabilities
Accounts payable and accrued liabilities        $  1,407,361   $   1,076,660
Accrued interest                                     423,600         283,807
Bank overdraft                                       101,484          24,482
Accrued officer compensation                         335,000         245,000
Preferred dividends payable                          870,557       1,137,534
Current portion of loans payable                  19,652,488       4,367,145
                                                -------------  --------------
Total current liabilities                         22,790,490       7,134,628
Officer compensation, long-term portion              200,000         290,000
Loans payable                                          9,175      16,473,338
Convertible notes payable, net of discount
of $461,431 and $540,016
  as of June 30, 2010 and December 31, 2009          626,569         547,984
Deferred income taxes                              4,978,629       5,269,691
Liabilities related to assets held for sale          861,564       1,334,506
                                                -------------  --------------
TOTAL LIABILITIES                                 29,466,427      31,050,147

STOCKHOLDERS' DEFICIT
Stock payable                                        147,700         120,000
Series A Preferred Stock, 2,250,000 shares
  authorized, 1,608,506 and 1,524,449 shares
  issued and outstanding as of June 30, 2010
  and December 31, 2009, at redemption value
  of $10 per share.                               16,085,060      15,244,490
Common stock, $0.001 par value per share;
  90,000,000 shares authorized; 34,075,209
  and 21,060,109 shares issued and outstanding
  as of June 30, 2010 and December 31, 2009           34,075          21,060
Additional paid-in capital                         4,464,903       3,429,928
Retained deficit                                 (27,732,995)    (25,519,309)
Non-controlling interest                            (112,395)        (65,338)
                                                -------------  --------------
Total stockholders' deficit                       (7,113,652)     (6,769,169)
                                                -------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $ 22,352,775   $  24,280,978
                                                =============  ==============

         (See accompanying notes to consolidated financial statements.

                                     F-3
<PAGE>
<TABLE>
<CAPTION>
                           BEST ENERGY SERVICES, INC.
                Unaudited Consolidated Statements of Operations
           For the Three and Six Months Ended June 30, 2010 and 2009

<S>                                             <C>              <C>              <C>              <C>
                                                  Three Months     Three Months      Six Months       Six Months
                                                     Ended            Ended            Ended            Ended
                                                 June 30, 2010    June 30, 2009    June 30, 2010    June 30, 2009
                                                ---------------  ---------------  ---------------  ---------------
Revenues                                        $    1,904,878   $      839,912   $    3,261,414   $    2,717,302

Costs and expenses:
  Direct cost of revenue                               862,750          659,485        1,453,782        1,567,655
  Business unit operating expenses                     480,257          418,933          910,913          838,317
  Depreciation and amortization                        638,194          574,687        1,268,913        1,149,374
  Corporate general and
    administrative expenses                            313,851          564,751          780,892        1,244,057
                                                ---------------  ---------------  ---------------  ---------------
Total operating costs and expenses                   2,295,052        2,217,856        4,414,500        4,799,403
                                                ---------------  ---------------  ---------------  ---------------

Net operating loss                                    (390,174)      (1,377,944)      (1,153,086)      (2,082,101)

Other income (expense):
  Other Income                                           1,100              123            1,224              874
  Interest expense                                    (324,477)        (249,879)        (830,683)        (407,159)
                                                ---------------  ---------------  ---------------  ---------------

Loss before provision for income taxes                (713,551)      (1,627,700)      (1,982,545)      (2,488,386)
Deferred income tax benefit                            145,531          138,000          291,062          224,185
                                                ---------------  ---------------  ---------------  ---------------
Net loss from continuing operations                   (568,020)      (1,489,700)      (1,691,483)      (2,264,201)
Loss from discontinued operations                     (513,851)        (588,246)        (564,131)        (963,685)
                                                ---------------  ---------------  ---------------  ---------------
  Total net loss including
    non-controlling interest                        (1,081,871)      (2,077,946)      (2,255,614)      (3,227,886)
Loss attributable to non-controlling interests          37,607                -           47,057                -
                                                ---------------  ---------------  ---------------  ---------------
Net loss attributable to Best                       (1,044,264)      (2,077,946)      (2,208,557)      (3,227,886)
Preferred stock dividend                              (290,835)        (255,253)        (573,593)        (510,507)
                                                ---------------  ---------------  ---------------  ---------------
Deemed dividend                                              -                -           (5,129)               -
                                                ---------------  ---------------  ---------------  ---------------
  Net loss attributable to
    common shareholders                         $   (1,335,099)  $   (2,333,199)  $   (2,787,279)      (3,738,393)
                                                ===============  ===============  ===============  ===============
</TABLE>

(See accompanying notes to consolidated financial statements.

                                     F-4
<PAGE>
<TABLE>
<CAPTION>
                           BEST ENERGY SERVICES, INC.
           Unaudited Consolidated Statement of Operations (Continued)
           For the Three and Six Months Ended June 30, 2010 and 2009

<S>                                  <C>              <C>              <C>              <C>
                                     Three Months     Three Months     Six Months       Six Months
                                     Ended            Ended            Ended            Ended
                                     June 30, 2010    June 30, 2009    June 30, 2010    June 30, 2009
                                     ---------------  ---------------  ---------------  ---------------

Per common share data - basic
  and diluted:
Loss from continuing operations      $        (0.02)  $        (0.08)  $        (0.08)  $        (0.13)
Loss from discontinued operations             (0.02)           (0.03)           (0.02)           (0.05)
                                     ---------------  ---------------  ---------------  ---------------
Net loss                             $        (0.04)  $        (0.11)  $        (0.10)  $        (0.18)
                                     ===============  ===============  ===============  ===============


Weighted Average Outstanding Shares
  - basic and diluted                    34,020,813       20,999,713       28,316,797       20,952,535
                                     ===============  ===============  ===============  ===============
</TABLE>


(See accompanying notes to consolidated financial statements.)




















                                     F-5
<PAGE>
                           BEST ENERGY SERVICES, INC.
                 Unaudited Consolidated Statement of Cash Flows
                For the Six Months Ended June 30, 2010 and 2009

                                                    Three Months     Six Months
                                                       Ended           Ended
                                                   June 30, 2009   June 30, 2009
                                                   --------------  -------------
Net loss from continuing operations                $  (1,691,483)  $(2,264,201)
Net loss from discontinued operations, including
  non-controlling interest                              (564,131)     (963,685)
                                                   --------------  ------------
Total Net Loss                                        (2,255,614)   (3,227,886)

Adjustments to reconcile net loss to net cash
  used for operating activities:
  Options issued for services                            352,300       462,888
  Shares owed for services                                27,700             -
  Non-cash interest expense                              452,021       568,817
  Depreciation expense                                 1,268,913     1,899,227
  Gain on sale of fixed assets                           (11,547)            -
  Impairment of assets held for sale                     482,700             -
  Deferred income tax benefit                           (764,004)     (276,947)
  Changes in operating assets and liabilities:
   Accounts receivable                                  (523,529)    2,140,312
   Prepaid expenses                                      (79,586)       51,619
   Accounts payable                                      173,437      (190,203)
   Accrued expenses                                      297,057       (15,000)

  CASH PROVIDED (USED) FOR OPERATING ACTIVITIES         (580,152)    1,412,827

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of businesses, net of cash acquired              -       (58,945)
  Cash paid for purchase of fixed assets                (170,915)     (195,292)
                                                   --------------  ------------

  CASH USED FOR INVESTING ACTIVITIES                    (170,915)     (254,237)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings on LOC                                  513,805    (1,023,448)
  Principal payments on debt                            (721,754)     (705,128)
  Proceeds from issuance of stock                        972,633       818,000
  Payment of deferred financing costs                          -      (608,916)
  Increase in bank overdraft                              77,002       219,172
                                                   --------------  ------------

  CASH PROVIDED (USED) BY FINANCING ACTIVITIES            841,686    (1,300,320)
                                                   ---------------  ------------

NET INCREASE (DECREASE) IN CASH                            90,619      (141,730)

CASH AT BEGINNING OF PERIOD                                51,825       249,330

CASH AT END OF PERIOD                              $      142,444   $   107,600
                                                   ===============  ============

         (See accompanying notes to consolidated financial statements.)

                                     F-6
<PAGE>
                           BEST ENERGY SERVICES, INC.
           Unaudited Consolidated Statement of Cash Flows (Continued)
                For the Six Months Ended June 30, 2010 and 2009

                                         Three Months      Six Months
                                            Ended           Ended
                                        June 30, 2010   June 30, 2009
                                        --------------  --------------
Cash paid for:
Interest                                $      581,748  $      500,078
                                        ==============  ==============
Taxes                                   $            -  $            -
                                        ==============  ==============

NON-CASH TRANSACTIONS
Cashless exercise of options            $            -  $           76
                                        ==============  ==============
Accrued stock dividends                 $      573,593  $      510,507
                                        ==============  ==============
Proceeds from sales of fixed assets
  paid directly to noteholder           $      979,872  $            -
                                        ==============  ==============
Dividends declared for preferred stock
  paid in-kind                          $      840,570  $            -
                                        ==============  ==============
Deemed dividend                         $        5,129  $            -
                                        ==============  ==============

         (See accompanying notes to consolidated financial statements.)














                                     F-7
<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 (see discussion below),
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

                                     F-8
<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  our  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 June 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  June  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 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

                                     F-9
<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  $164,879  and  $246,793  net  of  accumulated
amortization  at  June  30, 2010 and December 31, 2009. Amortization of deferred
financing  costs totaled $81,914 for the six months ended June 30, 2010 and zero
for  the  six  months  ended  June  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 $4,544,331 and $5,986,356 of assets
held  for sale at June 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.

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

                                      F-10
<PAGE>
with the related liability for uncertain tax contingency liabilities. As of June
30,  2010  and  December  31,  2009, the Company had no uncertain tax positions.

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.

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

                                      F-11
<PAGE>
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 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:

                                            JUNE 30,      DECEMBER 31,
                                              2010           2009
                                          ------------  --------------
Rigs, pumps, compressors, rig houses and
  related equipment                       $19,968,985   $  19,810,104
Vehicles                                    2,125,211       2,113,177

                                      F-12
<PAGE>
Office and computer equipment                  46,250          46,250
                                          ------------  --------------
Total property and equipment               22,140,446      21,969,531
Less: accumulated depreciation             (5,755,765)     (4,486,852)  )
                                          ------------  --------------
Property and equipment, net               $16,384,681   $  17,482,679
                                          ============  ==============

Depreciation expense was $1,268,913 and $1,149,374 for the six months ended June
30,  2010  and  2009.


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 June 30, 2010
was  $16,317,483.  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, the amount payable
was  reduced to $25,000 (see "recent amendments", below); and (iii) $150,000 per
month  thereafter  until  maturity, except that the principal due on May 1, 2010
was  $50,000.  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 June 30, 2010 was
$3,275,551.  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 June 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  June  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.

                                      F-13
<PAGE>
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
(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

                                      F-14
<PAGE>
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

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 of June 30 and August 13, 2010, we are in default on certain covenants of our
Credit  Agreement  and  are  working  with  our  bank  to remedy those defaults.

Recent  Amendments

On  June 4, 2010 the Company entered into Amendment No. 11 to the PNC agreement.
The  amendment reduced the Company's Term Loan repayment obligation for May 2010
and  June  2010  from  $125,000  to  $50,000.

On  July  12,  2010,  the  Company  entered  into  Amendment  No.  12 to the PNC
agreement.  The  amendment  reduces the Company's Term Loan repayment obligation
for  July 2010 and August 2010 from $125,000 to $25,000.  In connection with the
amendment, the Company issued PNC a warrant to purchase 250,000 shares of common
stock  for  a  period  of  5  years  at  an  exercise  price  of  $0.10.

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.


                                      F-15
<PAGE>
Future minimum payments under existing notes payable are as follows:

FOR THE TWELVE MONTHS ENDING JUNE 30,    AMOUNT
=====================================    ===========
2011                                     $19,652,488
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 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
$461,431  and $540,016 as of June 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 June 30, 2010 was $164,879, and on December 31,
2009,  it  was  $246,793.



                                      F-16
<PAGE>
NOTE 5 - 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  six  months  ended:

                          JUNE 30, 2010     JUNE 30, 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                         (1,205,000)             0.25
                                  -----------  ---------------
Outstanding at June 30, 2010      11,510,000   $          0.16          4.31
                                  ===========  ===============  ============

The  weighted average grant-date fair value per share for options granted during
the  year ended June 30, 2010 and 2009 was $0.10 and $0.86, respectively.  As of
June  30,  2010,  there  was  $251,650 unrecognized compensation cost related to
non-vested  stock  options.  Stock  option  expense recognized in the six months
ended  June  30,  2010  and  2009  was  $352,300  and  $462,888.

At  June 30, 2010 the aggregate intrinsic value of stock options outstanding was
$427,500,  of  which  2,850,000  shares  are  immediately exercisable and have a
remaining  contractual  term  of 4.6 years.  At December 31, 2009, the aggregate
intrinsic  value  of  stock  options  outstanding  was  zero.  The  intrinsic

                                      F-17
<PAGE>
value  for  stock  options  outstanding is calculated as the amount by which the
quoted  price  of  our  common  stock  as of June 30, 2010 and December 31, 2009
exceeds  the  exercise  price  of  the  option.

During  the  six months ended June 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:

-    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.

-    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.

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  years  ended  December  31,  2009  and  2008:

                                      F-18
<PAGE>
                                              WEIGHTED
                                              AVERAGE
                                 NUMBER OF    GRANT DATE
                                 OPTIONS      FAIR VALUE
                                 -----------  -----------
Non-vested at December 31, 2009     330,521          0.25
Granted                           8,550,000          0.10
Vested                           (3,918,750)         0.10
Forfeited                          (330,521)         0.25
                                 -----------
Non-vested at June 30, 2010       4,631,250   $      0.10

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     29,936,100        0.10          4.98          -          -
Exercised                   -           -                        -          -
Forfeited          (2,550,000)       0.25          4.71          -          -
                   -----------                           ---------
Outstanding at
June 30, 2010      36,051,575   $    0.14          4.87    135,630  $    0.16          3.98
                   ===========  =========  ============  =========  =========  ============

Exercisable at
June 30, 2010      36,051,575   $    0.14          4.87    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:

                           SIX MONTHS ENDED        YEAR ENDED
                            JUNE 30, 2010       DECEMBER 31, 2009
Expected life (years)                 4.73                  5.00
Risk-free interest rate        2.17 - 2.65%          2.30 - 2.74%
Volatility                 171.19 - 277.22%      120.00 - 180.84%
Dividend yield                           0%                    0%

At  June  30,  2010  and December 31, 2009, the aggregate intrinsic value of the
warrants  outstanding and exercisable for common shares and preferred shares was
$1,544,225,  due  to a higher exercise price for all outstanding and exercisable
warrants  than  the  June  30,  2010  and December 31, 2009 closing stock price.

For  the  six  months  ended  June  30,  2010 and 2009, we recognized expense of
$153,354  and  zero  associated  with  warrants.


                                      F-19
<PAGE>
NOTE 6 - STOCKHOLDERS' EQUITY

PRIVATE PLACEMENTS

From  March  25  through  March  31,  2010  the  Company  sold  units of Company
securities  (the  "Units") at a price of $24,000 per Unit (the "Offering"), with
each  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 ("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 240,000 additional
shares  of  Common  Stock  at an exercise price of $0.10 per share, depending on
ownership  of  Preferred  Stock ("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 $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.


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.

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  June  30,  2010 and December 31, 2009, there were $870,557 and $1,137,534 of
accrued  and  unpaid  dividends.

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.

                                      F-20
<PAGE>
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  a  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 three months
ending  March 31, 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.

STOCK OPTIONS EXERCISED

In the six months ending June 30, 2009, there were 75,743 shares issued in a
cashless exercise of 150,000 options. The share issuances were valued at par.

NOTE 7 - 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 June 30, 2010 and 2009,
$535,000  remained  unpaid.  During  2009,  we  renegotiated  the payment of the
remaining  bonus  to  be  paid  as  follows:

-    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.

                                      F-21
<PAGE>
In  2010,  we  paid Andrew Garrett as our placement agent a total of $112,938 in
fees.  We  also  issued  warrants  to  purchase  2,347,500  shares.

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 three months
ending  March  31,  2010.


NOTE  8  -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.

                                     Quoted Prices
                                       in Active
                                      Markets for   Significant
                                       Identical      Other      Significant
                       December 31,     Assets /    Observable   Unobservable
                           2009       Liabilities     Inputs       Inputs
                      -------------  -------------  -----------  ------------
Assets:
Assets held for sale      4,544,331              -            -     4,544,331
                      =============  =============  ===========  ============
Liabilities:
Convertible debt            626,569              -            -       626,569
                      =============  =============  ===========  ============


                                      F-22
<PAGE>
                                     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
                      =============  =============  ===========  ============
Liabilities:
Convertible debt            547,984              -            -       547,984
                      =============  =============  ===========  ============

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 June 30, 2010 and December 31, 2009, the
fair  value  of  the  secured  debt  was  equal  to  the  carrying  value.

NOTE  9  -DISCONTINUED  OPERATIONS

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 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. During
the  six months ended June 30, 2010, the total loss associated with discontinued
operations  was  $101,335,  including  operating  loss  of  $103,350,  allocated
interest  expense of $307,197, a gain on deferred taxes associated with the sale
of  assets  of  $303,997,  and  a  gain  on  the  sale  of  equipment of $5,197.
The  assets  and liabilities of items held for sale associated with discontinued
operations  at  BBD  are  as  follows as of June 30, 2010 and December 31, 2009:

                           JUNE 30,    DECEMBER 31,
                             2010          2009
                          ----------  -------------
ASSETS:
  Fixed assets            $3,913,931  $   4,873,256
  Goodwill                         -              -
                          ==========  =============

LIABILITIES:
  Deferred tax liability  $1,197,049  $   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

                                      F-23
<PAGE>
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  six months ended June 30, 2010, the total loss associated
with  discontinued  operations was $420,796, including a loss from operations of
$42,617  allocated interest expense of $64,424, a writedown 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 June 30, 2010 and December 31, 2009:

                        JUNE 30,   DECEMBER 31,
                          2010         2009
                       ---------  -------------
ASSETS:
  Fixed assets         $ 630,400  $   1,113,100
  Deferred tax asset*  $ 335,485  $     166,540
                       ---------  -------------
  Total assets         $ 965,885      1,279,640
                       =========  =============

*  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 six
months  ended  June  30,  2010,  the  total  loss  associated  with discontinued
operations  was  $42,000,  all  of  which  was  associated  with  operations.

On  June  4,  2010,  the  Company  extended  its  lease for another 48 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.

NOTE  10  -  SUBSEQUENT  EVENTS

On  July  12,  2010,  the Company entered into Amendment No. 12 to its Revolving
Credit,  Term  Loan  and  Security Agreement with PNC Bank, National Association
("PNC").  The amendment reduces the Company's Term Loan repayment obligation for
July  2010  and  August  2010  from  $125,000  to  $25,000.

                                      F-24
<PAGE>
In  connection  with  amendment,  the  Company  issued PNC a warrant to purchase
250,000  shares  of common stock for a period of 5 years at an exercise price of
$0.10.

NOTE  11  -  LEGAL  MATTERS

We  are  from time to time subject to litigation arising in the normal course of
business.  As  of  the  date  of  this  Annual Report on Form 10-K, 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 June 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
$64,000.00 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 $5,792.00. 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.

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.

                                      F-25
<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 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.

                                   Page 26
<PAGE>
     Safety  record.  BWS  has  an active in-house safety program, which it also
     --------------
tailors  to fit its customers' needs when requested.  Best now has two full time
in-house  HSE  personnel.  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,  several  of  our  key  employees,
including  our  President  and  COO,  Eugene  Allen, have been with BWS for many
years,  in  Mr.  Allen's  case  since  1994.  In  addition, BWS's low historical
employee  turnover rate of less than 5% in recent years ranks Best among the top
companies  in  its  sector  in  employee  retention.

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 an initial two rigs 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, Best is exploring 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.  Several of BWS's customers in the Hugoton Basin
are  also  active  in  emerging  shale plays.  In addition, we believe there are
other potential customers not active in the Hugoton Basin that would be prepared
to  employ  our  very  competitively  priced  equipment  and  services.  Best is
focusing  its  attention  on  the  Eagle  Ford  shale play of South Texas and is
currently  evaluating  the  scope  of  potential  customers'  needs in the area.

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.  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. Best has been in active discussions with many of its customers
regarding  their  potential  use  of  the HBFP financing product, and is working
towards  a  high-grading  of possible customers whose credit worthiness fits the
requisite  needs  of  the  product.

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

                                   Page 27
<PAGE>
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.  This volatility
also  affects  the  demand  for  other  oil  field  services we provide, such as
portable  rig  housing  and  mud logging. 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.

RESULTS  OF  OPERATIONS

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

Revenues  were  $1.9  million  for the three months ended June 30, 2010 compared
with  revenues  of  $0.8  million  for the three months ended June 30, 2009. The
increase  of $1.1 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.  Since  reaching a low point in the second quarter of
2009,  revenues  have  improved  each  of  the  last  four  quarters.

Operating  Expenses  were  $1.3 million for the three months ended June 30, 2010
compared  with  $1.1 million for the three months ended June 30, 2009, resulting
in  an  increase of $0.2 million.  This increase was a result of the increase in
business unit operating expenses consequent to declining rig activity.  Although
revenues  increased by more than 127%, direct costs were up just 31%.  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 55% in the second quarter of 2010 from
21%  in  the  second  quarter  of  2009.

General  and  Administrative  Expenses  were $313,851 for the three-month period
ended  June  30, 2010 compared with $564,751 for the three months ended June 30,
2009,  for  a  decrease  of  $250,900. 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. Included in G&A was stock
based  compensation  expense  of $77,995 and $110,137 for the second quarters of
2010  and  2009.

                                   Page 28
<PAGE>
Net  Loss  from  Operations was $0.4 million for the three months ended June 30,
2010  compared  with  $1.4  million  for  the  three months ended June 30, 2009,
resulting  in a decreased loss of $1.0 million. The decreased loss resulted from
higher  sales.  Net  loss  from  operations  includes revenues, direct operating
expenses,  G&A  expenses,  and  depreciation  and  amortization  expenses.

Interest  Expense  was  $324,477  for the three month period ended June 30, 2010
compared  with  $249,879  for the three month period ended June 30, 2009, for an
increase  of $74,598.  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%.

Net  Loss  was  $1.3 million, or $0.04, per common share after accrued preferred
dividends and deemed dividends for the three months ended June 30, 2010 compared
with a net loss of $2.3 million, or $0.11, per common share for the three months
ended  June  30,  2009, for a decrease of $1 million or $0.07 per share.  In the
second quarter 2010, we had significantly higher margins, increased market share
and  lower  G&A  costs,  which  all  combined  to yield an almost million-dollar
decrease  in net loss, despite a half-million-dollar impairment of the assets of
our  discontinued  operations.

SIX  MONTHS ENDED JUNE 30, 2010 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2009

Revenues were $3.3 million for the six-month period ended June 30, 2010 compared
with  revenues of $2.7 million for the six-month period ended June 30, 2009. The
increase  of $0.6 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.  Since  reaching a low point in the second quarter of
2009,  revenues  have  improved  each  of  the  last  four  quarters.

Operating  Expenses  were  $2.4 million for six-month period ended June 30, 2010
compared  with  $1.3  million  for  the  six-month  period  ended June 30, 2009,
resulting  in  an  increase  of $1.1 million.  This increase was a result of our
increased  activity.  Although  Best  reduced  its  prices for well servicing by
roughly  10%  late  in  the  first  quarter,  resultant  from our stringent cost
containment measures our gross margin increased from 42 percent in the first six
months  of 2009 to 55 percent in the first six months of 2010.  Direct operating
expenses  includes  direct  costs  of  revenues,  and  business  unit  operating
expenses,  but  exclude  depreciation  and  amortization.

General and Administrative Expenses were $780,892 for the six-month period ended
June  30,  2010 compared with $1,244,057 for the six months ended June 30, 2009,
for  a  decrease  of  $463,165. 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.  Included  in G&A was stock based
compensation  expense  of $380,000 and $462,888 for the first six months of 2010
and  2009.

Net  Loss  from  Operations was $1.2 million for the six-month period ended June
30,  2010  compared  with  $2.1  million  six-month  period ended June 30, 2009,
resulting  in a decreased loss of $0.9 million. The decreased loss resulted from
higher  sales.  Net  loss  from  operations  includes revenues, direct operating
expenses,  G&A  expenses,  and  depreciation  and  amortization  expenses.

Interest  Expense  was  $830,683  for  the  six-month period ended June 30, 2010
compared with 407,159 for the six months ended June 30, 2009, for an increase of
$423,524.  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 29
<PAGE>
Net  Loss  was  $2.8 million, or $0.10, per common share after accrued preferred
dividends  and  deemed  dividends  for  the six-month period ended June 30, 2010
compared  with  a  net  loss of $3.7 million, or $0.18, per common share for the
six-month period ended June 30, 2009.  The decrease of $0.9 million or $0.08 per
share  resulted  from  higher  revenue  and  margins  and  lower  G&A  costs

LIQUIDITY  AND  CAPITAL  RESOURCES

Historical  Cash  Flows

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

                                                  SIX MONTHS ENDED
                                           --------------------------------
                                            JUNE 30, 2010    JUNE 30, 2009
                                           ---------------  ---------------
Net cash provided by  (used in)
  operating activities                     $     (580,152)  $    1,412,827
Net cash used in investing activities:
Capital expenditures, net                        (170,915)        (254,237)
Cash provided by (used in) financing
  activities:
Net borrowings on LOC                             513,805       (1,023,448)
Principal payments on debt                       (721,754)        (705,128)
Proceeds from issuance of stock                   972,633          818,000
Payment of deferred financing costs                     -         (608,916)
Increase in bank overdraft                         77,002          219,172
                                           ---------------  ---------------
Net increase (decrease) in cash and cash
  equivalents                              $       90,619   $     (141,730)

Operating activities during the six months ended June 30, 2010 used $0.6 million
of  cash  compared  to  providing  $1.4 million in the six months ended June 30,
2009.  The  decrease  in  cash  from  operations  resulted  mainly from accounts
receivable earned in 2008 but paid in the first half of 2009, while in the first
half  of  2010,  accounts  receivable  grew  as  a result of increased activity.

Financing  activities  contributed cash of $0.8 million for the six months ended
June  30,  2010 compared to using $1.3 million for the six months ended June 30,
2009.  The  primary  source  of  cash from financing activities in the first six
months  of  2010  was  the  issuance  of  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  June 30, 2010, our current liabilities of $22.8 million exceeded our current
assets  of $1.3 million resulting in a working capital deficit of $21.5 million.
This  compares  to  a  working  capital  deficit  of  $6.6

                                   Page 30
<PAGE>
million  at December 31, 2009.  The deterioration in the working capital deficit
is  primarily  the  result  the  reclassification  of  the majority of our loans
payable  to  current  as a result the March 31, 2011 due date for the term loan.
Current  liabilities at June 30, 2010, include preferred stock dividends payable
of  $0.9 million, current portion of loans payable of $19.7 million and accounts
payable  of $1.4 million.  Preferred stock dividends are not expected to be paid
in  cash.  We  expect these dividends to be paid in-kind through the issuance of
additional  shares  of  preferred  stock  or  common  stock.

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  no availability under the Amended Credit Agreement as of June 30, 2010.

OFF-BALANCE  SHEET  ARRANGEMENTS

As  of  June  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                    $20,749,663  $19,652,488
Operating Leases                     208,800      105,400
Employment/Consultant Contracts    1,073,500      482,000
                                 -----------  -----------
Total                            $22,031,963  $20,239,888
                                 ===========  ===========

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 six months ended June 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 31
<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 June 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.

                                   Page 32
<PAGE>
As  of  June  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.

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  June  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

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 June 30, 2010, the stock had not been
issued  in  certificate  form,  but  has  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.

                                   Page 33
<PAGE>
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
$64,000.00 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 $5,792.00. 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.

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  "Units") at a price of $24,000 per Unit (the "Offering"), with
each  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 ("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 240,000 additional
shares  of  Common  Stock  at an exercise price of $0.10 per share, depending on
ownership  of  Preferred  Stock ("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 $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.


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:

                                   Page 34
<PAGE>

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, 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 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5 - OTHER INFORMATION

None.


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

                                   Page 35
<PAGE>
                                   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: August 13, 2010                    BEST ENERGY SERVICES, INC.
                                          (the registrant)

                                          By: \s\ Mark Harrington
                                              -------------------
                                          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: August 13, 2010                    BEST ENERGY SERVICES, INC.
                                          (the registrant)

                                          By: \s\ Dennis Irwin
                                              ----------------
                                          Dennis Irwin
                                          Chief Executive Officer























                                   Page 36