<PAGE>

                 UNITED STATE SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                 FORM 10-K/A - 1
                                   (Mark One)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 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 1-2199

                           ALLIS-CHALMERS ENERGY INC.
                           --------------------------


             (Exact name of registrant as specified in its charter)



          DELAWARE                                           39-0126090
-------------------------------                         -------------------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)


                5075 WESTHEIMER, SUITE 890, HOUSTON, TEXAS 77056
                ------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (713) 369-0550
                                 --------------
                    Registrant's telephone number, including
                                    area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

          Title of Security:                      Name of Exchange:
Common Stock, par value $0.01 per share        American Stock Exchange


        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE


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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the common equity held by non-affiliates of the
registrant, computed using the closing price of the common stock of $4.58 per
share on April 29, 2004, as reported on the American Stock Exchange, was
approximately $11,670,151 (affiliates included for this computation only:
directors, executive officers and holders of more than 5% of the registrant's
common stock).

At April 29, 2005, there were 13,852,798 shares of common stock outstanding.




<PAGE>

EXPLANATORY NOTE

This Form 10-K/A-1 is being filed by Allis-Chalmers Corporation (the "Company"
or "Allis-Chalmers") to provide the disclosures required under Part III of Form
10-K, since the Company's definitive proxy statement for its 2005 annual meeting
of stockholders will not be filed with the Securities and Exchange Commission
within 120 days following December 31, 2004.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended
(the Exchange Act), new certifications by the Company's principal executive
officer and chief financial officer are being filed as exhibits to this Form
10-K/A-1 under Item 15 of Part IV.

For purposes of this Form 10-K/A-1, and in accordance with Rule 12b-15 under the
Exchange Act, each item of the Company's Annual Report on Form 10-K for the year
ended December 31, 2004, as originally filed on March 31, 2005, that was
affected by this amendment, has been amended and restated in its entirety. No
attempt has been made in this Form 10-K/A-1 to modify or update other
disclosures as presented in the original Form 10-K, except as required to
reflect such amendments.


                                       2



<PAGE>

                            2003 FORM 10-K/A CONTENTS
                            -------------------------

                                    PART III

Item 10. Directors and Executive Officers of the Registrant....................3
Item 11. Executive Compensation................................................9
Item 12. Security Ownership of Certain Beneficial Owners and Management.......13
Item 13. Certain Relationships and Related Transactions.......................16
Item 14. Principal Accounting Fees and Services...............................18

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K......18

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

INFORMATION REGARDING DIRECTORS

The following individuals serve on our Board for a term of one year and until
their successors are elected and take office:

NAME                                     AGE                     DIRECTOR SINCE

Jeffrey R. Freedman                      58                        January 2005
Victor F. Germack                        65                        January 2005
David A. Groshoff                        32                        October 1999
Munawar H. Hidayatallah                  60                            May 2001
Thomas E. Kelly                          50                        January 2005
John E. McConnaughy, Jr.                 75                            May 2004
Jens H. Mortensen, Jr.                   51                       February 2003
Robert E. Nederlander                    71                            May 1989
Leonard Toboroff                         71                            May 1989
Thomas O. Whitener, Jr.                  57                       February 2002

Jeffrey R. Freedman was appointed to our board of directors in January 2005. Mr.
Freedman served as our Executive Vice President - Corporate Development from
March 2002 to December 2002. Since January 2003, Mr. Freedman has been involved
in real estate development in South Florida. From 1994 through March 2002, Mr.
Freedman was Managing Director - Oil Services and Equipment for Prudential
Securities with responsibilities for institutional equity research of the
largest oilfield services and contract drilling companies in the U.S. public
markets. Mr. Freedman has been involved and held various positions with major
institutional brokerage firms in equity research relating to the oil service
sector over the last twenty years.

Victor F. Germack was appointed to our board of directors in January 2005. Mr.
Germack has served since 1980 as President of Heritage Capital Corp., a company
engaged in investment banking services. In addition, Mr. Germack formed, and
since 2002 has been President of, RateFinancials Inc., a company that rates and
ranks the financial reporting of the largest U.S. public companies.

David A. Groshoff is Vice President of JPMorgan Investment Management, Inc. and
Chief Compliance Officer of JPMorgan Investment Advisers' closed end high yield
bond fund, the Pacholder High Yield Fund, Inc. Prior to joining JPMorgan (at
that time Pacholder Associates, Inc.) in 1997, Mr. Groshoff worked in private
legal practice in Cincinnati, Ohio. Mr. Groshoff serves on our Board on behalf
of the Pension Benefit Guaranty Corporation, which has the right to appoint one
director for so long as it holds 117,020 shares of our common stock. Mr.
Groshoff is also a member of the Board of Directors of Fansteel, Inc., a
manufacturer of aerospace castings and engineered metal components.

Munawar H. Hidayatallah has served as our Chairman of the Board and Chief
Executive Officer since May 2001, and was President from May 2001 through
February 2003. Mr. Hidayatallah was Chief Executive Officer of OilQuip Rentals,
Inc., which merged with us in May 2001, from its formation in February 2000
until the date of the merger. From December 1994 until August 1999, Mr.
Hidayatallah was the Chief Financial Officer and a director of IRI
International, Inc., which was acquired by National Oilwell, Inc. in early 2000.
IRI International, Inc. manufactured, sold and rented oilfield equipment to the
oilfield and natural gas exploration and production sectors. From August 1999
until February 2000, Mr. Hidayatallah worked as a consultant to IRI
International, Inc. and Riddell Sports Inc.

                                       3



<PAGE>

Thomas E. Kelly was appointed to our board of directors in January 2005. Mr.
Kelly was an owner and founder of Downhole Injection Systems, LLC, which was
purchased by the Company in December 2004. Since 1997, Mr. Kelly has been the
Chairman and CEO of United Fuel & Energy, the largest provider of fuel,
lubricants and services in the Permian Basin of West Texas. Mr. Kelly is also
CEO of BPZ Energy, a Houston based exploration and production company with
properties in Peru and Ecuador. Mr. Kelly has been involved in oil and gas
exploration projects since 1981, including Baytech, Inc. which he co-founded in
1981 and was involved in until it was sold in 2002. Mr. Kelly currently serves
on the board of directors of BPZ Energy which is a public company.

John E. McConnaughy, Jr. was appointed to our board of directors in May 2004.
Mr. McConnaughy has served as Chairman and Chief Executive Officer of JEMC
Corporation, a personal holding company, since he founded it in 1985. His career
includes positions of management with Westinghouse Electric and the Singer
Company, as well as service as a director of numerous public and private
companies. In addition, he previously served as Chairman and Chief Executive
Officer of Peabody International Corp. and Chairman and Chief Executive Officer
of GEO International Corp. He retired from Peabody in February 1986 and GEO in
October 1992. Mr. McConnaughy currently serves on the boards of five public
companies (Wave Systems Corp., Mego Financial Corp., Varsity Brands, Inc.,
Levcor International, Inc. and DeVlieg Bullard, Inc.) and one private company
(PetsChoice, Ltd.). He also serves on the Board of Trustees and Executive
Committee of the Strang Cancer Prevention Center and as Chairman of the Board
for the Harlem School of the Arts. Mr. McConnaughy holds a B.A. in Economics
from Denison University and an M.B.A in Marketing and Finance from the Harvard
Graduate School of Business Administration.

Jens H. Mortensen, Jr. has served as our director since February 2002 and served
as our President and Chief Operating Officer from February 2003 through February
2005. Mr. Mortensen formed and has served as President of Jens' Oilfield
Service, Inc. ("Jens'"), one of our subsidiaries, since 1982 after having spent
eight years in operations and sales positions with a South Texas casing crew
operator. As sole stockholder of Jens', Mr. Mortensen grew the company from its
infancy to approximately $10.0 million of revenues in 2001. Mr. Mortensen's
experience includes extensive knowledge of specialized equipment utilized to
install the various strings of casing required to drill and complete oil and gas
wells.

Robert E. Nederlander has served as our director since May 1989. Mr. Nederlander
served as our Chairman of the board of directors from May 1989 to 1993, and as
our Vice Chairman of the board of directors from 1993 to 1996. Mr. Nederlander
has been a Director of Cendant Corp since December 1997 and Chairman of the
Corporate Governance Committee of Cendant Corp. since 2002. Mr. Nederlander was
a Director of HFS from July 1995 to December 1997. Since November 1981, Mr.
Nederlander has been President and/or Director of the Nederlander Organization,
Inc., owner and operator of legitimate theaters in New York City. Since December
1998, Mr. Nederlander has been a managing partner of the Nederlander Company,
LLC, operator of legitimate theaters outside New York City. Mr. Nederlander was
Chairman of the board of directors of Varsity Brands, Inc. (formerly Riddell
Sports Inc.) from April 1988 to September 2003 and was the Chief Executive
Officer of such corporation from 1988 through April 1, 1993. Mr. Nederlander has
been a limited partner and a director of the New York Yankees since 1973. Mr.
Nederlander has been President of Nederlander Television and Film Productions,
Inc. since October 1985 and was Chairman of the Board and Chief Executive
Officer of Mego Financial Corp. from January 1988 to January 2002. Mr.
Nederlander was a director of Mego Mortgage Corp. from September 1996 until June
1998.

Leonard Toboroff has served as our director and Vice Chairman of the board of
directors since May 1989 and served as our Executive Vice President from May
1989 until February 2002. Mr. Toboroff served as a director and Vice President
of Varsity Brands, Inc. (formerly Riddell Sports Inc.) from April 1988 through
October 2003, and is also a director of Engex Corp. Mr. Toboroff has been a
practicing attorney continuously since 1961.

Thomas O. Whitener, Jr. has served as our director since February 1, 2002. Mr.
Whitener is a founding partner of Energy Spectrum Capital and has been a partner
since May 1996. Mr. Whitener has also served as a managing director of Energy
Spectrum Securities Corp., a financial advisory firm for energy companies, since
October 1997. Mr. Whitener has been financing companies in the energy industry
since 1974. From 1987 to 1996, Mr. Whitener was an investment banker with R.
Reid Investments Inc. and Dean Witter Reynolds.

                                       4



<PAGE>

STOCKHOLDERS AGREEMENT

On April 2, 2004, an investor group consisting of Donald Engel, Chris Engel, the
Engel Investors Defined Benefit Plan, director Leonard Toboroff and RER Corp., a
Michigan corporation wholly owned by director Robert Nederlander (the "Investor
Group"), Energy Spectrum, and directors Jens H. Mortensen, Jr., Saeed M. Sheikh
and Munawar H. Hidayatallah entered into a stockholders agreement (the
"Stockholders Agreement") pursuant to which the parties agreed to vote for the
election to the board of directors of the Company three persons nominated by
Energy Spectrum, two persons nominated by the Investor Group and one person
nominated by Messrs. Hidayatallah, Mortensen and Sheikh. The parties to the
Stockholders Agreement collectively beneficially own approximately 49.6% of the
common stock, and thus have the power to elect six of our nine directors.
Messrs. Spann, Hidayatallah, Toboroff and Nederlander have been designated to be
Elected as directors pursuant to the Stockholders Agreement.

The Stockholders Agreement also provides that in the event the Company does not
complete a public offering of its shares prior to September 30, 2005, then, at
the request of Energy Spectrum, the Company will retain an investment banking
firm to identify candidates for a transaction involving the sale of the Company
or its assets.

All parties to the Stockholders Agreement are deemed to be a group and each
party is deemed to beneficially own all common stock beneficially owned by each
member of the group. Mr. Whitener is a principal of Energy Spectrum and its
affiliates and is deemed to beneficially own the securities held of record by
Energy Spectrum.

In December 2004, two directors appointed by Energy Spectrum resigned and Energy
Spectrum verbally agreed to amend the stockholders agreement to provide that
Energy Spectrum will designate only one nominee to the Board of Directors unless
and until it provides further notice to the Company. In addition, Energy
Spectrum verbally agreed to amend the stockholders agreement to eliminate the
requirement to retain an investment banking firm to identify candidates for a
sale of the Company.

AUDIT COMMITTEE

We have an Audit Committee consisting of three directors, Mr. McConnaughy, who
serves as Chairman, Mr. Groshoff and Mr. Germack. All of our directors are
"independent" under the applicable American Stock Exchange and Securities and
Exchange Commission rules regarding audit committee membership. The Board has
determined that Mr. Germack qualifies as an "audit committee financial expert"
under applicable Securities and Exchange Commission rules and regulations
governing the composition of the Audit Committee.

The Audit Committee assists our board of directors in fulfilling its oversight
responsibility by overseeing (i) the conduct of our accounting and financial
reporting process and the integrity of the financial statements that will be
provided to stockholders and others; (ii) the functioning of our systems of
internal accounting and financial controls; and (iii) the engagement,
compensation, performance, qualifications and independence of our independent
auditors.

The Audit Committee meets privately with the independent auditors, and the
independent auditors have unrestricted access and report directly to the Audit
Committee. The Audit Committee also has unrestricted access to the independent
auditors and all of our personnel. The Audit Committee has selected UHY Mann
Frankfort Stein & Lipp, LLP as our independent auditors for the fiscal year
ended December 31, 2004.

Our common stock began trading on the American Stock Exchange on September 13,
2004. Effective October 31, 2004, we became subject to Rule 10A-3 of the
Securities and Exchange Commission relating to the composition and independence
of our Audit Committee. Between September 13, 2004 and October 31, 2004, we were
subject to a prior rule of the American Stock Exchange, which required that each
of the directors on our Audit Committee be "independent" as defined in such
rules. However, the rules contained an exception which allowed us to maintain on
the Audit Committee on director who was not independent under exceptional and
limited circumstances.


                                       5



<PAGE>

James W. Spann, who was a director until January 2005, served on our Audit
Committee from its inception in 2002 until October 31, 2004. Under the prior
rules of the American Stock Exchange described above, Mr. Spann was not
considered independent because of his position as a principal and executive
officer of Energy Spectrum Partners, LP, our largest stockholder. However, our
board of directors determined that it was in our best interest to retain Mr.
Spann on the Audit Committee until October 31, 2004 because of his familiarity
with the Company's financial statements and business operations and in order to
provide continuity to the Audit Committee. On October 31, 2004, Mr. Spann
stepped down from the Audit Committee and in January 2005, Mr. Spann resigned
from the Board.

The Audit Committee held 8 meetings during 2004. The Board adopted a written
Audit Committee charter in March 2002. The charter is reviewed annually and
revised as appropriate.

NOMINATING COMMITTEE.

The Nominating Committee of our board of directors was established in January
2005 to select nominees for the board of directors. The Nominating Committee
consists of Mr. Nederlander, as Chairman, and Mr. Freedman. The Nominating
Committee operates pursuant to a charter approved by our board of directors and
the Nominating Committee. The Nominating Committee will utilize a variety of
methods for identifying and evaluating nominees for directors. Candidates may
come to the attention of the Nominating Committee through current board members,
stockholders and other persons. The Company has no formal procedure pursuant to
which stockholders may recommend nominees to our board of directors or
Nominating Committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers,
as well as beneficial owners of 10% or more of the Company's common stock, to
file reports concerning their ownership of Company equity securities with the
Securities and Exchange Commission and the Company. Based solely upon
information provided to the Company by individual directors, executive officers
and such beneficial owners, the Company believes that during the fiscal years
ended December 31, 2004, all its directors, executive officers and beneficial
owners of 10% or more of its common stock complied with the Section 16(a) filing
requirements, except that director John E. McConnaughy Jr. filed a Form 4 that
was due on December 1, 2004 two days late; director David A. Groshoff filed a
Form 4 that was due on April 6, 2004 one day late and stockholder Energy
Spectrum filed a Form 4 that was due on April 6, 2004 one day late.

CODE OF ETHICS

The Company has adopted a Code of Ethics applicable to all executive officers
and directors of the Company and each of its subsidiaries, including the
Company's principal executive officer, principal financial officer, principal
accounting officer and controller, and persons performing similar functions. The
purpose of the Code of Ethics is: (i) to deter wrongdoing; (ii) to promote
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional relationships; (iii) to
promote full, fair, accurate, timely, and understandable disclosure in reports
and documents that we file with the Securities and Exchange Commission or
otherwise communicate to the public; (iv) to promote compliance with applicable
governmental laws, rules and regulations; (v) to promote prompt internal
reporting of violations of the code to an appropriate person; and (vi) to
promote accountability for adherence to the code.

The Company will provide a copy of the Code of Ethics without charge to any
person upon request. Requests may be made to the Company's Chief Accounting
Officer in writing to the Company's address shown on the first page of this
report or by calling (713) 369-0550.

INFORMATION REGARDING EXECUTIVE OFFICERS

The names of our current executive officers, and certain information about them,
are set forth below.


                                       6



<PAGE>

NAME                           AGE      POSITION

Munawar H. Hidayatallah        60       Munawar H. Hidayatallah has served as
                                        our Chairman of the Board and Chief
                                        Executive Officer since May 2001, and
                                        was President from May 2001 through
                                        February 2003. Mr. Hidayatallah was
                                        Chief Executive Officer of OilQuip
                                        Rentals, Inc., which merged with us in
                                        May 2001, from its formation in February
                                        2000 until the date of the merger. From
                                        December 1994 until August 1999, Mr.
                                        Hidayatallah was the Chief Financial
                                        Officer and a director of IRI
                                        International, Inc., which was acquired
                                        by National Oilwell, Inc. in early 2000.
                                        IRI International, Inc. manufactured,
                                        sold and rented oilfield equipment to
                                        the oilfield and natural gas exploration
                                        and production sectors. From August 1999
                                        until February 2000, Mr. Hidayatallah
                                        worked as a consultant to IRI
                                        International, Inc. and Riddell Sports
                                        Inc.

Jens. H. Mortensen             51       Jens H. Mortensen, Jr. has served as our
                                        director since and served as our
                                        President and Chief Operating Officer
                                        from February, 2003 until February 2005.
                                        Mr. Mortensen formed and has served as
                                        President and Chief Executive Officer of
                                        Jens' Oilfield Service, Inc., one of our
                                        subsidiaries, since 1982 after having
                                        spent eight years in operations and
                                        sales positions with a South Texas
                                        casing and tubing crew operator. As sole
                                        stockholder and CEO of Jens', Mr.
                                        Mortensen grew Jens' from its infancy to
                                        approximately $10.0 million revenues in
                                        2001. Mr. Mortensen's experience
                                        includes extensive knowledge of
                                        specialized equipment utilized to
                                        install the various strings of casing
                                        required to drill and complete oil and
                                        gas wells.

Dave Wilde                     51       Mr. Wilde became our President and Chief
                                        Operating Officer in February, 2005. Mr.
                                        Wilde was President and Chief Executive
                                        Office of Strata from October 2003
                                        through February 2005 and served as
                                        Strata's President and Chief Operating
                                        Officer from July 2003 until October
                                        2003. From February 2002 until July
                                        2003, Mr. Wilde was our Executive Vice
                                        President of Sales and Marketing. From
                                        May 1999 until February 2002, Mr. Wilde
                                        served as Sales and Operations Manager
                                        at Strata. Mr. Wilde has more than 25
                                        years' experience in the drilling sector
                                        of the oil service industry and 2 years'
                                        experience in the directional and
                                        horizontal drilling and rental tool
                                        business.


                                       7



<PAGE>

Victor M. Perez                51       Mr. Perez became our Chief Financial
                                        Officer in August 2004. From July 2003
                                        to July 2004, Mr. Perez was a private
                                        consultant engaged in corporate and
                                        international finance advisory. From
                                        February 1995 to June 2003, Mr. Perez
                                        was Vice President and Chief Financial
                                        Officer of Trico Marine Services, Inc.,
                                        a marine transportation company serving
                                        the offshore energy industry. Mr. Perez
                                        was Vice President of Corporate Finance
                                        with Offshore Pipelines, Inc., an
                                        oilfield marine construction company,
                                        from October 1990 to January 1995 when
                                        that company merged with a subsidiary of
                                        McDermott International. Mr. Perez also
                                        has 15 years' experience in
                                        international energy banking. Mr. Perez
                                        is a director of Safeguard Security
                                        Holdings.

Todd C. Seward                 42       Mr. Seward has served as our Chief
                                        Accounting Officer since September 2002
                                        and from October 2001 through September
                                        2002 served as our Corporate Controller.
                                        Mr. Seward served as secretary from May
                                        2004 through January 2005. From February
                                        2000 to October 2001, Mr. Seward was an
                                        Executive Accounting Consultant where he
                                        served as a Regional Controller for
                                        Cemex, the world's third largest cement
                                        company. From February 1997 until
                                        February 2000, Mr. Seward served as
                                        Director of Finance for APS Holdings,
                                        Inc., a $750 million consumer branded
                                        auto parts distributor and reseller. Mr.
                                        Seward has 16 years of experience in all
                                        aspects of accounting, financial and
                                        treasury management.

Terrence P. Keane              52       Terrence P. Keane has served as
                                        President and Chief Executive Officer of
                                        the Company's AirComp, LLC subsidiary
                                        since its formation on July 1, 2003, and
                                        served as a consultant to M-I, LLC in
                                        the area of compressed air drilling from
                                        July 2002 until June 2003. From March,
                                        1999 until June 2002, Mr. Keane served
                                        as Vice President and General Manager -
                                        Exploration, Production and Processing
                                        Services for Gas Technology Institute
                                        where Mr. Keane was responsible for all
                                        sales, marketing, operations and
                                        research and development of the
                                        exploration, production and processing
                                        business unit. For more than ten years
                                        prior to joining the Gas Technology
                                        Institute, Mr. Keane had various
                                        positions with Smith International,
                                        Inc., Houston Texas, most recently in
                                        the position of Vice President Worldwide
                                        Operations and Sales for Smith Tool.

David K. Bryan                 47       Mr. Bryan has served as President and
                                        Chief Executive Officer of Strata since
                                        February 2005. Mr. Bryan served as Vice
                                        President of Strata from June 2002 until
                                        February 2005. From February 2002 to
                                        June 2002 he served as General Manager,
                                        and from May 1999 through February 2002
                                        he served as Operations Manager of
                                        Strata. Mr. Bryan has been involved in
                                        the directional drilling sector since
                                        1979.

                                       8



<PAGE>

Theodore F. Pound III           50      Mr. Pound became our general counsel in
                                        October 2004 and was elected Secretary
                                        in January 2005. For ten years prior to
                                        joining us, he practiced law with the
                                        law firm of Wilson, Cribbs & Goren,
                                        P.C., Houston, Texas. Mr. Pound has
                                        practiced law for more than twenty-four
                                        years. Mr. Pound has acted as lead
                                        counsel to the Company in each of its
                                        acquisitions beginning in 2001.


ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid or awarded by us in 2004,
2003 and 2002 to our chief executive officer and the four other most highly
compensated officers for the year ended December 31, 2004.

<TABLE>
                                                           Annual Compensation                                Long
                                                           -------------------                                ----
Term Compensation
-----------------

                                                                                                        Awards Securities
Name and                                                                              Other Annual        Underlying
Principal Position                       Year         Salary($)       Bonus($)       Compensation(1)     Options/SARS (#)
------------------                       ----         ---------       --------       ---------------     ----------------

<S>                                      <C>         <C>              <C>                <C>
Munawar H. Hidayatallah,                 2004        $ 337,500       $ 580,000(2)        $  3,375                   0
President, Chairman &                    2003        $ 300,000(3)    $  81,775           $  3,000             400,000
Chief Executive Officer of Allis-        2002        $ 294,666(4)    $ 143,000           $      0                   0
Chalmers (5)

Jens H. Mortensen, Jr.,                  2004        $ 150,000       $       0           $  1,500                   0
President and Chief Operating            2003        $ 150,000       $       0           $  1,500             100,000
Officer of Allis-Chalmers, President     2002        $ 137,500       $       0           $      0                   0
of Jens' (6)

David Wilde                              2004        $ 200,000       $ 188,364           $  1,672             110,000
President and Chief                      2003        $ 187,626       $  30,000           $  1,876             100,000
Operating Officer (7)                    2002        $ 146,393       $       0           $      0                   0

Terrence P. Keane                        2004        $ 153,508       $  50,000           $      0                   0
President and Chief Executive            2003        $  72,086       $       0           $      0                   0
Officer of AirComp(8)                    2002        $       0       $       0           $      0                   0

Todd C. Seward                           2004        $ 131,000       $  65,500(9)        $    650                   0
Chief Accounting Officer of              2003        $ 123,192       $  40,000           $  1,232              30,000
Allis-Chalmers                           2002        $  35,000       $       0           $      0                   0

</TABLE>

(1)  Represents contributions to 401K plans. The Company matches contributions
     made by all employees up to a maximum 1% of each employee's salary.
(2)  Of this amount $175,000 was paid in 2005.
(3)  Of this amount, $60,000 was deferred and paid during 2004.
(4)  Of this amount, $65,000 was deferred and paid during 2003.
(5)  The bonuses awarded to Mr. Hidayatallah for fiscal years 2002 and 2003 were
     determined pursuant to his 2001 employment agreement, based on acquisitions
     completed by the Company for fiscal years 2002 and 2003, and the bonus for
     fiscal year 2004 was based on Mr. Hidayatallah's attaining certain
     strategic objectives set forth in his 2004 employment agreement (see,
     "Employment Agreements with Management," below).
(6)  Mr. Mortensen served as President of Jens' since we acquired Jens' in
     February 2002 and as such is considered one of our executive officers; Mr.
     Mortensen served as our President and Chief Operating Officer from February
     2003 until February 2005.
(7)  Mr. Wilde was President and Chief Executive Officer of Strata, one of our
     subsidiaries, until January 2005 when he was named President and Chief
     Operating Officer of the Company.
(8)  Mr. Keane serves as President and Chief Executive Officer of AirComp, LLC
     and as such is considered an executive officer.
(9)  Of this amount $32,500 was paid in 2005.

                                       9



<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table provides information concerning stock options granted to the
named executive officers during 2004. All the grants were options to purchase
shares of common stock and were made under the Company's 2003 Stock Incentive
Plan. No stock appreciation rights were granted during 2004. No options were
exercised during 2004.

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<S>     <C>

                                                                            POTENTIAL REALIZABLE VALUE AT
                                                                            ASSUMED ANNUAL RATES OF STOCK
                                           INDIVIDUAL GRANTS                PRICE APPRECIATION FOR OPTION TERMS(3)

                                    % OF TOTAL
                   NUMBER OF       OPTIONS/SARS        EXERCISE
                   SECURITIES        GRANTED             PRICE
                   UNDERLYING           TO                PER
                   OPTIONS/SARS      EMPLOYEES           SHARE        EXPIRATION
    NAME           GRANTED(1)         IN 2004          ($/SH)(2)          DATE            5%($)           10%($)
    ----           ----------         -------          ---------          ----            -----           ------
David Wilde          110,000           44.4%           $ 4.85          9/27/2014        $ 335,515       $ 850,965
</TABLE>


(1)      All options vest and become exercisable in three equal installments,
         one of which vested upon the issuance of the options and one of which
         will vest upon each of the first and second anniversaries of the date
         of grant of option, provided that all options will become fully
         exercisable upon the occurrence of a change of control (as defined in
         the 2003 Stock Incentive Plan).

(2)      The exercise price for these options was equal to the fair market value
         of the common stock on September 28, 2004, the date of grant. The
         exercise price may be paid in cash or in shares of commons tock valued
         at the fair market value on the exercise date.

(3)      The 5% and 10% assumed rates of appreciation are prescribed by the
         rules and regulations of the Securities and Exchange Commission and do
         not represent our estimate or projection of the future trading prices
         of our common stock. The calculations assume annual compounding and
         continued retention of the options or the underlying common stock by
         the optionee for the full option term of ten years. Unless the market
         price of the common stock actually appreciates over the option term, no
         value will be realized by the optionee from these option grants. Actual
         gains, if any, on stock option exercises are dependent on numerous
         factors, including, without limitation, the future performance of the
         Company, overall business and market conditions, and the optionee's
         continued employment with the Company throughout the entire vesting
         period and option term, which factors are not reflected in this table.

<TABLE>
                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                             AND FY-END OPTION/SAR VALUES


                                                  Number of Securities                     Value of Unexercised
                                                 Underlying Unexercised                        In-the-Money
                                                     Options/SARs                              Options/SARs
                                                at Fiscal Year-End (#)                    at Fiscal Year-End ($)(1)

      Name                       Exercisable          Unexercisable             Exercisable             Unexercisable
<S>                               <C>                   <C>                     <C>                       <C>
 Munawar H. Hidayatallah          266,667               133,333                 $1,306,668                $653,332
 Jens H. Mortensen, Jr.            66,667                33,333                 $  326,668                $163,332
 David Wilde                      103,334               106,666                 $  506,337                $522,663
 Todd C. Seward                    20,000                10,000                 $   98,000                $ 49,000

</TABLE>

(1) Based on a value of $4.90 per share, the closing price per share on the
American Stock Exchange on December 31, 2004, minus the exercise price.


                                       10



<PAGE>

EMPLOYMENT AGREEMENTS WITH MANAGEMENT

Munawar H. Hidayatallah serves as our Chairman and Chief Executive Officer
pursuant to the terms of a three-year employment agreement dated as of April 1,
2004. Under the terms of the employment agreement, Mr. Hidayatallah receives an
annual base salary of $350,000 subject to annual increase in the discretion of
the board of directors. In addition, Mr. Hidayatallah is entitled to receive a
bonus in an amount equal to 100% of his base salary if he meets certain
strategic objectives specified in the agreement, and if he meets some but not
all of such objectives may be granted a bonus as determined by the Compensation
Committee of the board of directors. Mr. Hidayatallah received a signing bonus
of $230,000, but he will be required to return a pro rata portion of such bonus
if his employment is terminated for any reason prior to April 1, 2007. In
December 2003, we granted Mr. Hidayatallah options to acquire 400,000 shares of
common stock at a purchase price of $2.75 per share and in February 2005 we
granted Mr. Hidayatallah an option to purchase 600,000 shares of common stock at
an exercise price of $3.81 per share. The options vested as to one-third of the
shares subject to the options on the date of grant and vest as to one-third of
the shares subject to the option on each of the first and second anniversaries
of the date of grant. If Mr. Hidayatallah's employment is terminated by us for
any reason other than "cause," as defined in Mr. Hidayatallah's employment
agreement, or death or disability, or if Mr. Hidayatallah is "Constructively
Terminated," as defined in the agreement (which definition includes a change in
control of us if Mr. Hidayatallah does not continue employment with us or our
successor), then he is entitled to receive his then current salary for the
entire term of his contract, reduced by any amounts he earns for services during
the severance period. Pursuant to the agreement, we also maintain a term life
insurance policy in the amount of $2,500,000 the proceeds of which would be used
to repurchase shares of our common stock from Mr. Hidayatallah's estate in the
event of his death. The number of shares purchased will be determined based upon
the fair market value of our common stock, as determined by a third party
experienced in valuations of this type, appointed by us. Mr. Hidayatallah also
receives an annual guarantee fee equal to 0.25% of all loans guaranteed by Mr.
Hidayatallah.

Jens H. Mortensen, Jr. served as President of Jens' pursuant to the terms of a
three-year employment agreement dated February 1, 2002 which terminated on
February 1, 2005. Mr. Mortensen continues to serve as President of Jens',
receives a salary of $150,000 and is involved in acquisitions and development of
international business on behalf of the Company

David Wilde was appointed President and Chief Operating Officer of the Company
in January 2005. Previously Mr. Wilde served as President and Chief Executive
Officer of Strata pursuant to the terms of a three-year employment agreement
dated as of April 1, 2004. Under the terms of the employment agreement, Mr.
Wilde received a signing bonus of $75,000 and an annual base salary of $200,000
subject to annual review and potentially an increase by our Board. In addition,
Mr. Wilde was entitled to receive a bonus in an amount equal to 5% of Strata's
earnings before taxes, interest and depreciation provided that Strata met
designated minimum earnings targets and provided further that such bonus could
not exceed 120% of Mr. Wilde's base salary. In February 2005, in connection with
being named President and Chief Operating Officer of the Company, our board of
directors, upon the recommendation of our Compensation Committee, authorized the
Company to amend Mr. Wilde's employment agreement. Under the amended employment
agreement, Mr. Wilde's annual base salary was increased to $300,000 subject to
annual review and potentially an increase by our Board, and Mr. Wilde is
entitled to receive a bonus in an amount equal to up to 50% of his base salary
based on meeting quarterly and annual operating income targets for the Company.
$50,000 was paid to Mr. Wilde immediately and up to $100,000 may be earned based
on meeting 2005 operating income targets. The bonus calculation is subject to
adjustment in subsequent years.

In addition, in December 2003, we granted Mr. Wilde options to acquire 100,000
shares of common stock at a purchase price of $2.75 per share, and on September
28, 2004, we granted to Mr. Wilde options to purchase an additional 110,000
shares at an exercise price of $4.85 per share. In connection with being named
President and Chief Operating Officer, we awarded to Mr. Wilde options to
purchase an additional 200,000 shares at a purchase price of $3.86 per share in
February 2005. All options vested immediately as to one-third of the shares
subject to the option and vest as to one-third of the shares subject to the
option on each of the first two anniversaries of the grant date. If Mr. Wilde's
employment is terminated by us for any reason other than "cause," as defined in
Mr. Wilde's employment agreement, or death or disability, or if Mr. Wilde is
"Constructively Terminated," as defined in the agreement (which definition
includes a change in control with us if Mr. Wilde does not continue employment
with the Company or its successor), then he is entitled to receive his then
current salary for the entire term of his contract, reduced by any amounts he
earns for services during the severance period.

                                       11



<PAGE>

Victor M. Perez serves as Chief Financial Officer pursuant to the terms of a
three-year employment agreement dated as of July 26, 2004. Under the terms of
the employment agreement, Mr. Perez receives an annual base salary of $240,000
subject to annual review and potentially an increase by our Board. In addition,
Mr. Perez is entitled to receive a bonus in an amount equal to up to 50% of his
base salary if he meets certain strategic objectives specified in his employment
agreement. Pursuant to his employment agreement, on October 11, 2004, we granted
to Mr. Perez options to purchase 55,000 shares at an exercise price of $4.85 per
share. The option vested as to one-third of the shares subject to the option on
the date of grant and will vest as to one-third of the shares subject to the
option on each of the first and second anniversaries of the date of grant. If
Mr. Perez's employment is terminated by us for any reason other than "cause," as
defined in his employment agreement, or death or disability, or if Mr. Perez is
"Constructively Terminated," as defined in his employment agreement (which
definition includes a change in control with us if Mr. Perez does not continue
employment with the Company or its successor), then he is entitled to receive
his then current salary for the lesser of one year or the balance of the term of
his contract, reduced by any amounts he earns for services during the severance
period.

Theodore F. Pound III serves as General Counsel of the Company pursuant to a
three year employment agreement dated as of October 11, 2004. Under the terms of
the employment agreement, Mr. Pound receives an annual base salary of $180,000
subject to annual review and potentially an increase by our Board. In addition,
Mr. Pound is entitled to receive a bonus in an amount equal to up to 50% of his
base salary. Pursuant to his employment agreement, on October 11, 2004, the
Company issued to Mr. Pound options to purchase 50,000 shares of the Company's
Common Stock at a purchase price equal to $4.85 per share. The option vested as
to one-third of the shares subject to the option on the date of grant and will
vest as to one-third of the shares subject to the option on each of the first
and second anniversaries of the date of grant. If Mr. Pound's employment is
terminated by us for any reason other than "cause," as defined in his employment
agreement, or death or disability, or if Mr. Pound is "Constructively
Terminated," as defined in his employment agreement (which definition includes a
change in control with us if Mr. Pound does not continue employment with the
Company or its successor), then he is entitled to receive his then current
salary for the lesser of one year or the balance of the term of his contract,
reduced by any amounts he earns for services during the severance period.

Terrence P. Keane, President and Chief Executive Officer of the Company's
subsidiary AirComp L.L.C., a Delaware limited liability company, is employed
pursuant to an employment agreement dated July 1, 2003, which has a term of four
years. Under the terms of this agreement, Mr. Keane is entitled to base salary
of $144,000 and to a bonus of up to 90% of his base salary based upon AirComp
meeting earnings targets established by AirComp's Management Committee. If Mr.
Keane's employment is terminated by AirComp without cause or by Mr. Keane for
good reason (as such terms are defined in the agreement), Mr. Keane will be
entitled to receive his accrued bonus, if any, and to continue to receive salary
and medical benefits for a period of six months. In addition, if a change in
control (as defined in the agreement) occurs with respect to AirComp, and Mr.
Keane does not accept employment with AirComp's successor, then Mr. Keane will
be entitled to receive his accrued bonus, if any, to continue to receive salary
for a period of 24 months, and to continue to receive medical benefits for a
period of 12 months.

BOARD COMPENSATION

Our policy is to pay our independent directors a fee of $5,000 per quarter
beginning in 2005. Messrs. Hidayatallah, Mortensen and Toboroff are not deemed
independent. Each independent director serving on a committee of the Board will
receive $1,250 quarterly for service on such committee and each independent
director serving as Chairman of a committee of the Board would receive an
additional $1,250 per quarter for acting as chairman of such committee. In 2004
we did not pay directors any compensation. Directors are also compensated for
out of pocket travel expenses.

In April 2004, we entered into an oral consulting agreement with Mr. Toboroff
pursuant to which we pay him $10,000 per month to advise us regarding financing
and acquisition opportunities.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of our Board currently consists of Messrs. Kelly and
Whitener. Neither of these individuals has been our officer or employee at any
time. No current executive officer has ever served as a member of the board of
directors or compensation committee of any other entity (other than subsidiaries
of the Company) that has or has had one or more executive officers serving as a
member of our Board or our Compensation Committee.

                                       12



<PAGE>

Mr. Whitener is a principal of Energy Spectrum, from whom we acquired Strata in
February 2002, in consideration of 6,559,863 shares of our common stock,
warrants to purchase an additional 1,312,500 shares of Company common stock at
an exercise price of $0.15 per share and 3,500,000 shares of newly created
Series A Preferred Stock. On April 2, 2002, Energy Spectrum converted all of its
Series A Preferred Stock, including accrued dividend rights, into 8,590,449
shares of common stock (see "Item 13 -- Certain Relationships and Related
Transactions"). Energy Spectrum, which is our largest stockholder, is a private
equity fund headquartered in Dallas, Texas. Mr. Kelly was an owner and founder
of Downhole Injection Systems, LLC, which was purchased by the Company in
December, 2004.

    ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                        PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock as of April 29, 2005, calculated
in accordance with the rules of the Securities and Exchange Commission, by (i)
all persons known to beneficially own five percent or more of the our common
stock, (ii) each director, (iii) the named executive officers and (iv) all
current directors and executive officers as a group.

                                                                      Beneficial
                                                 Number of Shares     Ownership
                                                 Beneficially Owned   Percentage
                                                 ------------------   ----------

Energy Spectrum (1)                                  7,611,905            49.6%
Munawar H. Hidayatallah  (2)                         7,611,905            49.6%
Robert E. Nederlander (3)                            7,611,905            49.6%
Leonard Toboroff  (4)                                7,611,905            49.6%
Thomas O. Whitener, Jr. (1)                          7,611,905            49.6%
Jeffrey R. Freedman (5)                                119,000               *%
David Groshoff (6)                                     121,020             1.2%
Thomas E. Kelly (7)                                    117,138               *%
Jens H. Mortensen, Jr. (8)                           7,611,905            49.6%
John E. McConnaughy, Jar (9)                           300,000             2.3%
David Wilde (10)                                       108,333                *
Todd C. Seward (11)                                     20,000                *
Named Executive Officers as a group                  7,806,905            50.3%
(7 persons) (12)
All directors and executive officers as a group      8,464,063            54.4%
(15 persons) (13)
Palo Alto Investors (14)                             1,666,667            12.2%
Steve Emerson (15)                                   1,174,000             8.6%
Saeed M. Sheikh (16)                                 7,611,905            49.6%

* less than one percent
-----------

(1) Energy Spectrum includes Energy Spectrum Partners LP, a Delaware limited
partnership, the principal business of which is investments, Energy Spectrum
Capital LP ("Energy Spectrum Capital"), a Delaware limited partnership, the
principal business of which is serving as the general partner of Energy Spectrum
Partners LP, Energy Spectrum LLC ("Energy Spectrum LLC") a Texas limited
liability company, the principal business of which is serving as the general
partner of Energy Spectrum Capital, and Sidney L. Tassin, James W. Spann, James
P. Benson, Leland B. White and Thomas O. Whitener, Jr., executives and
principals of the foregoing persons. The principal business address of each of
the foregoing persons is 5956 Sherry Lane, Suite 900, Dallas, Texas 75225.
Messrs. Tassin, Spann, Benson, White and Whitener are the members and managers
of Energy Spectrum LLC, and Messrs. Tassin (President), Whitener (Chief
Operating Officer) and Spann (Chief Investment Officer) are executive officers
of Energy Spectrum LLC. Messrs. Whitener and Spann are principals of Energy
Spectrum Partners LP's affiliates and the other persons listed above are also
deemed to beneficially own the securities held of record by Energy Spectrum
Partners LP. Energy Spectrum Partners LP is the record owner of 2,311,062 shares
of our common stock, warrants to purchase 262,500 shares of common stock, and an
option to purchase 6,000 shares of common stock. Energy Spectrum is also deemed
to beneficially own 5,032,343 shares of common stock that are owned by (or that
may be obtained within 60 days upon the exercise of options and warrants held
by) the other parties to the stockholders agreement described below. Under the
rules of the Securities and Exchange Commission, all parties to the stockholders
agreement may be deemed to beneficially own all common stock beneficially owned
by each party to the stockholders agreement.

                                       13



<PAGE>

(2) Mr. Hidayatallah is the trustee of the Hidayatallah Family Trust, which is
the record owner of 845,000 shares of our common stock, and Mr. Hidayatallah
holds options to purchase 1,000,000 shares of common stock, of which options to
purchase 466,667 shares are exercisable within 60 days following the date of
this report. In addition, Mr. Hidayatallah is deemed to beneficially own
6,300,238 shares of common stock that are owned by (or may be obtained within 60
days upon the exercise of options and warrants held by) the other parties to the
stockholders agreement described below. Mr. Hidayatallah's address is 5075
Westheimer, Suite 890, Houston, TX 77056.

(3) Includes (a) 446,528 shares of common stock owned directly by Mr.
Nederlander or by RER Corp. or QEN Corp., corporations controlled by Mr.
Nederlander, (b) currently exercisable options and warrants to purchase 269,066
shares of common stock owned directly by Mr. Nederlander or RER Corp., and (c)
6,896,309 shares of common stock that are owned by (or may be obtained within 60
days upon the exercise of options and warrants held by) the other parties to the
stockholders agreement described below. Mr. Nederlander's address is 1450
Broadway, Suite 2001, New York, NY 10018.

(4) Includes (a) 326,527 shares of common stock owned directly by Mr. Toboroff
or Lenny Corp., a corporation wholly-owned by Mr. Toboroff, (b) currently
exercisable options and warrants to purchase 369,066 shares of common stock
owned directly by Mr. Toboroff, and (c) 6,916,312 shares of common stock that
are owned by (or may be obtained within 60 days upon the exercise of options and
warrants held by) the other parties to the stockholders agreement described
below. Mr. Toboroff's address is 1450 Broadway, Suite 2001, New York, NY 10018.

(5) Includes 16,000 shares that may be issued upon the exercise of warrants
owned by Mr. Freedman. Mr. Freedman's address is 123 Via Verde Way, Palm Beach,
FL 33418.

(6) Includes 2,000 shares of common stock and currently exercisable options to
purchase 2,000 shares of common stock owned by Mr. Groshoff and 117,020 shares
of common stock as to which Mr. Groshoff has the authority to vote and to direct
the disposition on behalf of the Pension Benefit Guaranty Corporation. Mr.
Groshoff's address is 8044 Montgomery Rd., Suite 480, Cincinnati, OH 45236.

(7) Mr. Kelly's address is 450 North Marienfield, Suite 200, Midland, TX 79701.

(8) Includes (a) 1,565,591 shares of common stock owned of record by Mr.
Mortensen, (b) options to purchase 100,000 shares of common stock, of which
options to purchase 66,667 shares are exercisable within 60 days following the
date of this prospectus, and (c) 5,979,647 shares of common stock that are owned
by (or may be obtained within 60 days upon the exercise of options and warrants
held by) the other parties to the stockholders agreement described below. Mr.
Mortensen's address is 5075 Westheimer, Suite 890, Houston, TX 77056.

(9) Includes 300,000 shares of common stock owned by Mr. McConnaughy. Mr.
McConnaughy's address is 2 Parklands Drive, Darien, CT 06820.

(10) Includes 103,333 shares of common stock which may be obtained upon exercise
of an option granted under our 2003 Incentive Stock Plan. Mr. Wilde's address is
5075 Westheimer, Suite 890, Houston, TX 77056.

(11) Includes 20,000 shares of common stock which may be obtained upon exercise
of an option granted under our 2003 Incentive Stock Plan. Mr. Sewards' address
is 5075 Westheimer, Suite 890, Houston, TX 77056.

(12) Includes the shares beneficially owned by Messrs. Hidayatallah, Mortensen,
Wilde and Seward.

(13) Includes the shares described in Notes (1) - (2) and Notes (3) - (11).

(14) Consists of 920,000 shares, 666,667 shares and 80,000 shares owned by Micro
Cap Partners, L.P., UBTI Free, L.P. and Palo Alto Global Energy Fund, L.P.,
respectively. Palo Alto Investors, LLC acts as the general partner of Micro Cap
Partners, L.P., UBTI Free, L.P. and Palo Alto Global Energy Fund, L.P. Palo Alto
Investors, Inc. is the manager of Palo Alto Investors, LLC, and William L.
Edwards is the President of Palo Alto Investors, Inc. Palo Alto Investors, LLC,
Palo Alto Investors, Inc. and William L. Edwards each have investment and voting
authority with respect to the shares owned by this stockholder. The business
address for each of theses persons is 470 University Avenue, Palo Alto, CA
94301.

                                       14



<PAGE>

(15) Consists of 528,000 shares, 400,000 shares and 50,000 shares owned by J.
Steven Emerson IRA RO II, Bear Stearns Securities Corporation, Custodian, J.
Steven Emerson Roth IRA, Bear Stearns Securities Corporation, Custodian and
Emerson Partners, Bear Stearns Securities Corporation, Custodian, respectively.
J. Steven Emerson has investment and voting authority with respect to the shares
owned by J. Steven Emerson IRA RO II, Bear Stearns Securities Corporation,
Custodian, J. Steven Emerson Roth IRA, Bear Stearns Securities Corporation,
Custodian and Emerson Partners, Bear Stearns Securities Corporation, Custodian.
Mr. Emerson's business address is 1522 Ensley Avenue, Los Angeles, CA 90024.

(16) Includes (a) 202,000 shares owned by Mr. Sheikh, (b) 2,000 shares which may
be obtained upon exercise of an option granted under our 2003 Incentive Stock
Plan, and (c) 7,407,905 shares owned (or may be obtained within 60 days upon the
exercise of options and warrants held by) the other parties to the stockholders
agreement described below. Mr. Sheikh's address is 1050 17th Street, N.W., Suite
450, Washington, D.C. 20030.

STOCKHOLDERS AGREEMENT

In connection with our April 2004 private placement and the exchange by Energy
Spectrum of its preferred stock for common stock, we entered into a stockholders
agreement with Christopher Engel; Donald Engel; the Engel Investors Defined
Benefit Plan; RER Corp., a corporation wholly-owned by director Robert
Nederlander; Leonard Toboroff, a director; Energy Spectrum; Jens H. Mortensen,
Jr., President of Jens' and a director; Saeed M. Sheikh, a former director; and
Munawar H. Hidayatallah, our Chief Executive Officer and Chairman. All parties
to the Stockholders Agreement are deemed to be a group and each party is deemed
to beneficially own all common stock beneficially owned by each member of the
group.

The stockholders agreement requires the parties to vote for the election to the
board of directors three persons nominated by Energy Spectrum, two persons
nominated by the investors in the April 2004 private placement and one person
nominated by Messrs. Hidayatallah, Mortensen and Sheikh. The stockholders
agreement also provides that in the event we have not completed a public
offering of its shares prior to September 30, 2005, then, at the request of
Energy Spectrum, we will retain an investment banking firm to identify
candidates for a transaction involving the sale of us or its assets.

In December 2004, two directors appointed by Energy Spectrum resigned and Energy
Spectrum verbally agreed to amend the stockholders agreement to provide that
Energy Spectrum will designate only one nominee to the Board of Directors unless
and until it provides further notice to the Company. In addition, Energy
Spectrum verbally agreed to amend the stockholders agreement to eliminate the
requirement to retain an investment banking firm to identify candidates for a
sale of the Company.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2004 with respect to
the shares of the Company's common stock that may be issued under the Company's
existing equity compensation plans.

<TABLE>

                                            A                   B                           C
                                        Number of                                   Number of securities
                                        securities to be      Weighted              remaining available
                                        issued upon           average               for future issuance
                                        exercise of           price of              under equity
                                        outstanding           outstanding           compensation plans
                                        options, warrants     options, warrants     (excluding securities
Plan Category                           and rights            and rights            reflected in column A)
-------------------------------         -----------------     -----------------     ----------------------
<S>               <C>
Equity compensation plans
approved by security holders(1)          1,215,000                $2.94                 1,185,000

Equity compensation plans
not approved by security holders           531,800                $3.00                         0
                                        -----------------     -----------------     ----------------
Total                                    1,746,800                $2.96

</TABLE>

(1) In February 2005, the Company issued options to purchase 920,000 shares of
common stock pursuant to the 2003 Incentive Stock Plan, leaving 265,000 shares
available for issuance under this plan.

                                       15



<PAGE>

Equity Compensation Plans Not Approved By Security Holders

These plans comprise the following:

In 1999 and 2000, the Board compensated former and continuing Board members who
had served from 1989 to March 31, 1999 without compensation by issuing
promissory notes totaling $325,000 and by granting stock options to these same
individuals. Options to purchase 4,800 shares of common stock were granted with
an exercise price of $13.75. These options vested immediately and may be
exercised any time prior to March 28, 2010. None of these options have been
exercised.

On May 31, 2001, our Board granted to one of our directors, Leonard Toboroff, an
option to purchase 100,000 shares of common stock at $2.50 per share,
exercisable for ten years from October 15, 2001. The option was granted for
services provided by Mr. Toboroff to OilQuip Rentals, Inc. prior to our merger
with OilQuip, including providing financial advisory services, assisting in
OilQuip's capital structure and assisting OilQuip Rentals, Inc. in finding
strategic acquisition opportunities.

In February 2001, we issued two warrants for the purchase of 233,000 total
shares of ours common stock at an exercise price of $0.75 per share and one
warrant for the purchase of 67,000 shares of our common stock at an exercise
price of $5.00 per share in connection with a subordinated debt financing. The
warrants to purchase 233,000 shares were redeemed during December 2004. The
remaining warrants are currently outstanding and expire in February 2011.

In May 2004, we a warrant to director Jeffrey R. Freedman for the purchase of
20,000 shares of our Common Stock at an exercise price of $4.65 per share in
consideration of financial advisory services to be provided by Mr. Freedman
pursuant to a consulting agreement. The warrants expire in May 2009.

In March 2004, we issued a warrant to purchase 340,000 shares of our common
stock at an exercise price of $2.50 per share to Morgan Joseph & Co., Inc. in
consideration of financial advisory services to be provided by Morgan Joseph
pursuant to a consulting agreement. The warrants expire in February 2009.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

At December 31, 2004, the Company owed Mr. Hidayatallah $65,000 related to
deferred compensation and for advances to the Company totaling $49,000. Such
obligations do not bear interest.

Until December 2004, Mr. Hidayatallah was a personal guarantor of substantially
all of the financing extended to us by commercial banks. In December 2004, we
refinanced most of our outstanding debt and obtained the release of Mr.
Hidayatallah's guarantees. Currently, Mr. Hidayatallah guarantees approximately
$5.5 million of our outstanding debt. We have agreed to pay Mr. Hidayatallah an
annual guarantee fee equal to one-quarter of one percent of the total amount of
the debt guaranteed by Mr. Hidayatallah from time to time. The fee is payable
quarterly, in arrears, based upon the average amount of debt outstanding in the
prior quarter. During 2004, Mr. Hidayatallah received $48,331 in respect of
his guarantee of the Company's debt.

Mr. Mortensen leases to Jens' a yard in Pearsall, Texas and received $28,800 in
rental payments for such property in 2004. In addition, Mr. Mortensen and
members of his family own 100% of Tex-Mex Rental & Supply Co., a Texas
corporation, that sold approximately $166,669 of equipment and other supplies to
the Company in 2004. Management of the Company believes these transactions were
on terms at least as favorable to the Company as could have been obtained from
unrelated third parties.

On September 30, 2004, we issued 1,300,000 shares of our common stock to Jens H.
Mortensen, our President, Chief Operating Officer and a director, pursuant to a
merger between Jens' Oilfield Service, Inc. and a newly formed subsidiary of the
Company. As a result of the merger, we acquired Mr. Mortensen's 19% interest and
now own 100% of Jens' Oilfield Service, Inc.

In May 2004, we issued a warrant to purchase 20,000 shares of our common stock
at an exercise price of $4.75 per share to director Jeffrey Freedman in
consideration of financial advisory services to be provided by Mr. Freedman
pursuant to a consulting agreement. The warrants expire in May 2009. In May
2004, we also issued to Mr. Freedman a warrant to purchase 3,000 shares of
common stock at an exercise price of $0.75 per share, in consideration of a loan
made to the Company in 2002. This warrant has been exercised.

                                       16



<PAGE>

In April 2004, we completed a private placement of 620,000 shares of common
stock and warrants to purchase 800,000 shares of common stock to the following
investors: Christopher Engel; Donald Engel; the Engel Investors Defined Benefit
Plan; RER Corp., a corporation wholly-owned by director Robert Nederlander; and
Leonard Toboroff, a director. The investors invested $1,550,000 in exchange for
620,000 shares of common stock for a purchase price equal to $2.50 per share,
and invested $450,000 in exchange for warrants to purchase 800,000 shares of
common stock at an exercise price of $2.50 per share, expiring on April 1, 2006.
Concurrently with this transaction, Energy Spectrum Partners LP, the holder of
all outstanding shares of our Series A Preferred Stock, converted all such
shares, including accrued dividend rights, into 1,718,090 shares of common
stock. Energy Spectrum, which is now our largest stockholder, is a private
equity fund headquartered in Dallas, Texas.

In connection with the April 2004 private placement, we entered into a
registration rights agreement with the investors in the April 2004 private
placement. In addition, in connection with other transactions occurring prior to
April 2004, we entered into registration rights agreements with other investors.
In April 2004, each investor that was a party to a registration rights agreement
entered into prior to April 2, 2004 (other than the Pension Benefit Guarantee
Corporation) terminated such agreement and entered into the registration rights
agreement entered into by investors in the April 2004 private placement. These
investors include, in addition to the investors in the April 2004 private
placement, Energy Spectrum Partners LP, officers and directors Munawar H.
Hidayatallah, Jeffrey R. Freedman and Jens H. Mortensen, and former director
Saeed M. Sheikh. We entered into a registration rights agreement with the
Pension Benefit Guarantee Corporation in March 1999, which is still in effect.

The April 2004 registration rights agreement and the registration rights
agreement with the Pension Benefit Guarantee Corporation each provide the other
parties thereto the right to require us to register the resale of their shares
under certain circumstances, and the right to have their shares included in any
registration rights agreement filed by us, subject to certain exceptions. The
Pension Benefit Guarantee Corporation and most investors that are parties to the
April 2004 registration rights agreement elected to have their shares registered
in a registration statement which we filed with the Securities and Exchange
Commission and which was declared effective on March 8, 2005. We also allowed
director John E. McConnaughy, Jr. and executive officers Theodore F. Pound III
and Dave Wilde to register the sale of shares of common stock owned by them in
the registration statement.

In connection with the April 2004 private placement described above and the
exchange by Energy Spectrum of its preferred stock for common stock, we entered
into a stockholders agreement with the investors in the April 2004 private
placement, Energy Spectrum, Jens H. Mortensen, Jr., our President and a former
director, Saeed M. Sheikh, our director, and Munawar H. Hidayatallah, our Chief
Executive Officer and Chairman of the board of directors. The stockholders
agreement requires the parties to vote for the election to the board of
directors of us three persons nominated by Energy Spectrum, two persons
nominated by the investors in the April 2004 private placement and one person
nominated by Messrs. Hidayatallah, Mortensen and Sheikh. The stockholders
agreement also provides that in the event we have not completed a public
offering of its shares prior to September 30, 2005, then, at the request of
Energy Spectrum, we will retain an investment banking firm to identify
candidates for a transaction involving the sale of us or its assets. In December
2004, two directors appointed by Energy Spectrum resigned and Energy Spectrum
verbally agreed to amend the stockholders agreement to provide that Energy
Spectrum will designate only one nominee to the Board of Directors unless and
until it provides further notice to the Company. In addition, Energy Spectrum
verbally agreed to amend the stockholders agreement to eliminate the requirement
to retain an investment banking firm to identify candidates for a sale of the
Company.

In April 2004, we entered into an oral consulting agreement with Mr. Toboroff
pursuant to which we pay him $10,000 per month to advise us regarding financing
and acquisition opportunities.

In October 2004, we hired Theodore F. Pound III as our General Counsel. Prior to
joining us, Mr. Pound practiced law at Wilson Cribbs & Goren, P.C., who has
served as counsel to the Company since 2001. Mr. Pound has served as lead
acquisition counsel in each of our acquisitions since 2001. We incurred legal
fees and expenses to Wilson Cribbs & Goren of $149,000 in 2003 and $187,875 in
2004.

                                       17



<PAGE>

In 1999 and 2000, the Board issued to each of directors Messrs. Nederlander and
Toboroff a promissory note in the amount of $25,000 and an option to purchase
2,000 shares of common stock an exercise price of $2.75. The promissory notes
accrued interest at 5% annually and are were repaid on March 28, 2005. The
promissory note and stock option were issued as compensation for services
rendered as directors from 1989 to March 31, 1999. The options vested
immediately and may be exercised any time prior to March 28, 2010. None of these
options have been exercised.

Other than the transactions described above or as described in the table below,
we have not entered into any material transactions with our officers, directors
or principal stockholders since January 1, 2004.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table shows the aggregate fees we paid to our independent
accountant, Gordon, Hughes & Banks, LLP, for services rendered during the years
ended December 31, 2003 and 2004 to UHY Mann Frankfort Stein & Lipp, LLP which
became our independent auditor in October 2004:


         DESCRIPTION OF FEES TO
         GORDON HUGHES & BANKS, LLP              2004             2003
         --------------------------            -------          -------
            Audit Fees (1)                     $   -0-          $79,081
            Audit Related Fees (2)             $   -0-          $ 6,545
            Tax Fees (3)                       $   -0-          $   -0-
            All Other Fees (4)                 $58,754          $   -0-


         UHY MANN RANKFORT STEIN & LIPP CPAs LLP
         -----------------------------------
            Audit Fees (1)                     $210,453               0
            Audit Related Fees (2)             $    -0-               0
            Tax Fees (3)                       $ 15,028         $ 2,928
            All Other Fees (4)                 $ 14,000               0


(1) Includes fees paid for audit of our annual financial statements and reviews
of the related quarterly financial statements. 100% of these fees were
pre-approved by our audit committee.

(2) Includes fees paid for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements
and are not reported under "Audit Fees." These services include issuance of
consents and other accounting and reporting consultations. 100% of these fees
were pre-approved by our audit committee.

(3) Includes tax planning and tax return preparation fees. These services and
fees were not pre-approved by our audit committee.

(4) Includes fees related to our 401(k) plan and to the review and issuance of
consents related to our registration statement on Form S-1 which was declared
effective my the Securities and Exchange Commission on March 8, 2005. These
services and fees were not pre-approved by our audit committee.

Pre-approval Policies and Procedures

The Company adopted a policy that the Audit Committee must approve in advance
all audit and audit related services provided by the Company's independent
accountants. All of the audit and audit related services received by the Company
in 2003 and 2004 were pre-approved by the Audit Committee.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) List of Documents Filed

The exhibits listed on the Exhibit Index located at Page 20 of this Annual
Report are filed as part of this Form 10-K/A-1.

(b) Reports on Form 8-K

The Company filed a Current Report on Form 8-K on November 21, 2003, containing
a press release relating to its earnings in the third quarter of 2003 and other
matters.

                                       18



<PAGE>

(c) Exhibits

The exhibits listed on the Exhibit Index located at Page 18 of this Annual
Report are filed as part of this Form 10-K/A-1.

(d) Financial Statement Schedules

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on May 2, 2005.


                                         /S/ MUNAWAR H. HIDAYATALLAH
                                         ------------------------------------
                                         MUNAWAR H. HIDAYATALLAH
                                         CHIEF EXECUTIVE OFFICER AND CHAIRMAN


                                       19



<PAGE>

                                  EXHIBIT INDEX

EXHIBIT  DESCRIPTION

2.1      First Amended Disclosure Statement pursuant to Section 1125 of the
         Bankruptcy Code, dated September 14, 1988, which includes the First
         Amended and Restated Joint Plan of Reorganization dated September 14,
         1988 (incorporated by reference to Registrant's Current Report on Form
         8-K dated December 1, 1988).

2.2      Agreement and Plan of Merger dated as of May 9, 2001 by and among
         Registrant, Allis-Chalmers Acquisition Corp. and OilQuip Rentals, Inc.
         (incorporated by reference to Registrant's Current Report on Form 8-K
         filed May 15, 2001).

2.3      Stock Purchase Agreement dated February 1, 2002 by and between
         Registrant and Jens H. Mortensen, Jr. (incorporated by reference to
         Registrant's Current Report on Form 8-K filed February 21, 2002).

2.4      Shareholders Agreement dated February 1, 2002 by and among Jens'
         Oilfield Service, Inc., a Texas corporation, Jens H. Mortensen, Jr.,
         and Registrant (incorporated by reference to Registrant's Annual Report
         on Form 10-K for the year ended December 31, 2001).

2.5      Stock Purchase Agreement dated February 1, 2002 by and among
         Registrant, Energy Spectrum Partners LP, and Strata Directional
         Technology, Inc. (incorporated by reference to Registrant's Annual
         Report on Form 10-K for the year ended December 31, 2001).

2.6      Joint Venture Agreement dated June 27, 2003 by and between Mountain
         Compressed Air, Inc. and M-I L.L.C. (incorporated by reference to
         Registrant's Current Report on Form 8-K filed July 16, 2003).

3.1      Amended and Restated Certificate of Incorporation of Registrant
         (incorporated by reference to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 2001).

3.2      Certificate of Designation, Preferences and Rights of the SERIES A 10%
         CUMULATIVE CONVERTIBLE PREFERRED STOCK ($.01 Par Value) of Registrant
         (incorporated by reference to Registrant's Current Report on Form 8-K
         filed February 21, 2002).

3.3      Amended and Restated By-laws of Registrant (incorporated by reference
         to Registrant's Annual Report on Form 10-K for the year ended December
         31, 2001).

3.4      Certificate of Amendment of Certificate of Incorporation filed with the
         Delaware Secretary of State on June 9, 2004 (incorporated by reference
         to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2004).

3.5      Certificate of Amendment of Certificate of Incorporation filed with the
         Delaware Secretary of State on January 5, 2005 (incorporated by
         reference to the Registrant's Current Report on Form 8-K filed January
         11, 2005).

4.1      Specimen Stock Certificate of Common Stock of Registrant (incorporated
         by reference to the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended June 30, 2004).

4.2      Registration Rights Agreement dated as of March 31, 1999, by and
         between Allis-Chalmers Corporation and the Pension Benefit Guaranty
         Corporation (incorporated by reference to the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended June 30, 1999).

4.3      Option Agreement dated October 15, 2001 by and between Registrant and
         Leonard Toboroff (incorporated by reference to Registrant's Quarterly
         Report on Form 10-Q for the quarter ended September 30,2001).

4.4      Warrant Purchase Agreement dated February 1, 2002 by and between
         Allis-Chalmers Corporation and Wells Fargo Energy Capital, Inc.,
         including form of warrant (incorporated by reference to the
         Registrant's Current Report on Form 8-K filed February 21, 2002).

4.5      Warrant Purchase Agreement dated February 1, 2002 by and between
         Allis-Chalmers Corporation and Energy Spectrum Partners LP, including
         form of warrant (incorporated by reference to the Registrant's Current
         Report on Form 8-K filed February 21, 2002).

*4.6     2003 Incentive Stock Plan (incorporated by reference to Registrant's
         Definitive Proxy Statement on Schedule 14A filed December 9, 2004).

                                       20



<PAGE>

*4.7     Form of Option Certificate issued pursuant to 2003 Incentive Stock Plan
         (incorporated by reference to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 2002).

4.8      Warrant dated March 1, 2004, issued to Morgan Joseph & Co., Inc.
         (incorporated by reference to the Registration Statement on Form S-1
         (Registration No. 118916) filed on September 10, 2004).

4.9      Form of warrant issued to Investors pursuant to Stock and Warrant
         Purchase Agreement dated April 2, 2004 by and among Registrant and
         Donald Engel, Christopher Engel The Engel Defined Benefit plan, RER
         Corp. and Leonard Toboroff (incorporated by reference to Registrant's
         Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

4.10     Registration Rights Agreement dated April 2, 2004 by and between
         Registrant and the Stockholder signatories thereto (incorporated by
         reference to Registrant's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 2004).

4.11     Warrant dated May 19, 2004, issued to Jeffrey R. Freedman (incorporated
         by reference to the Registration Statement on Form S-1 (Registration
         No. 118916) filed on September 10, 2004).

9.1      Shareholders Agreement dated February 1, 2002 by and among Registrant
         and the stockholder and warrant holder signatories thereto
         (incorporated by reference to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 2001).

9.2      Stockholders Agreement dated April 2, 2004, by and among Registrant and
         the Stockholder signatories thereto. (incorporated by reference to the
         registrant's Annual Report in Form 10-K for the year ended December 31,
         2003).

10.1     Amended and Restated Retiree Health Trust Agreement dated September 14,
         1988 by and between Registrant and Wells Fargo Bank (incorporated by
         reference to Exhibit C-1 of the First Amended and Restated Joint Plan
         of Reorganization dated September 14, 1988 included in Registrant's
         Current Report on Form 8-K dated December 1, 1988).

10.2     Amended and Restated Retiree Health Trust Agreement dated September 18,
         1988 by and between Registrant and Firstar Trust Company (incorporated
         by reference to Exhibit C-2 of the First Amended and Restated Joint
         Plan of Reorganization dated September 14, 1988 included in
         Registrant's Current Report on Form 8-K dated December 1, 1988).

10.3     Reorganization Trust Agreement dated September 14, 1988 by and between
         Registrant and John T. Grigsby, Jr., Trustee (incorporated by reference
         to Exhibit D of the First Amended and Restated Joint Plan of
         Reorganization dated September 14, 1988 included in Registrant's
         Current Report on Form 8-K dated December 1, 1988).

10.4     Product Liability Trust Agreement dated September 14, 1988 by and
         between Registrant and Bruce W. Strausberg, Trustee (incorporated by
         reference to Exhibit E of the First Amended and Restated Joint Plan of
         Reorganization dated September 14, 1988 included in Registrant's
         Current Report on Form 8-K dated December 1, 1988).

*10.5    Allis-Chalmers Savings Plan (incorporated by reference to Registrant's
         Annual Report on Form 10-K for the year ended December 31, 1988).

*10.6    Allis-Chalmers Consolidated Pension Plan (incorporated by reference to
         Registrant's Annual Report on Form 10-K for the year ended December 31,
         1988).

10.7     Agreement dated as of March 31, 1999 by and between Registrant and the
         Pension Benefit Guaranty Corporation (incorporated by reference to
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1999).

10.8     Letter Agreement dated May 9, 2001 by and between Registrant and the
         Pension Benefit Guarantee Corporation (incorporated by reference to
         Registrant's Quarterly Report on Form 10-Q filed on May 15, 2002).

                                       21



<PAGE>

10.9     Termination Agreement dated May 9, 2001 by and between Registrant, the
         Pension Benefit Guarantee Corporation and others (incorporated by
         reference to Registrant's Current Report on Form 8-K filed on May 15,
         2002).

*10.10   Employment Agreement dated February 7, 2001 by and between OilQuip
         Rentals, Inc. and Munawar H. Hidayatallah (incorporated by reference to
         the Company's Report on Form 10-K for the year ended December 31,
         2001).

*10.11   Option Agreement dated October 15, 2001 by and between Registrant and
         Leonard Toboroff (incorporated by reference to Registrant's Quarterly
         Report on Form 10-Q for the quarter ended September 30, 2001).

10.12    Credit and Security Agreement dated February 1, 2002 by and between
         Jens' Oilfield Service, Inc. and Wells Fargo Credit, Inc. (incorporated
         by reference to Registrant's Current Report on Form 8-K filed February
         21, 2002).

10.13    Amended and Restated Credit and Security Agreement dated February 1,
         2002 by and between Strata Directional Technology, Inc. and Wells Fargo
         Credit, Inc. (incorporated by reference to Registrant's Current Report
         on Form 8-K filed February 21, 2002).

10.14    Credit Agreement dated February 1, 2002 by and between Registrant and
         Wells Fargo Energy Capital, Inc. (incorporated by reference to
         Registrant's Current Report on Form 8-K filed February 21, 2002).

10.15    Warrant Purchase Agreement dated February 1, 2002 by and between
         Registrant and Wells Fargo Energy Capital, Inc. (incorporated by
         reference to Registrant's Current Report on Form 8-K filed February 21,
         2002).

*10.16   Employment Agreement dated February 1, 2002 by Jens' Oilfield Service,
         Inc. and Jens H. Mortensen, Jr. (incorporated by reference to
         Registrant's Current Report on Form 8-K filed February 21, 2002).

10.17    Forbearance Agreement dated January 17, 2003 by and between Mountain
         Compressed Air, Inc., and Wells Fargo Equipment Finance, Inc.
         (incorporated by reference to Registrant's Annual Report on Form 10-K
         for the period ended December 31, 2002).

10.18    Forbearance Agreement and Second Amendment to Amended and Restated
         Credit Agreement dated March 21, 2003, by and between Strata
         Directional Technology, Inc., and Wells Fargo Credit, Inc.
         (incorporated by reference to Registrant's Annual Report on Form 10-K
         for the period ended December 31, 2002).

10.19    Forbearance Agreement and First Amendment to Credit Agreement dated
         March 21, 2003 by and between Jens' Oilfield Service, Inc. and Wells
         Fargo Credit, Inc. (incorporated by reference to Registrant's Annual
         Report on Form 10-K for the period ended December 31, 2002).

10.20    Credit and Security Agreement by and between AirComp, L.L.C. and Wells
         Fargo Bank Texas NA, including Term Note, Revolving Line of Credit, and
         Delayed Draw Term Note, each dated as of June 27, 2003 (incorporated by
         reference to Registrant's Current Report on Form 8-K filed July 16,
         2003).

10.21    Security Agreement by and between AirComp, L.L.C. and Wells Fargo Bank
         Texas NA, dated as of June 27, 2003 (incorporated by reference to
         Registrant's Current Report on Form 8-K dated July 16, 2003).

*10.22   Employment Agreement dated July 1, 2003 by and between AirComp, L.L.C.
         and Terry Keane (incorporated by reference to Registrant's Current
         Report on Form 8-K filed July 16, 2003).

10.23    Second Amendment to Credit Agreement dated September 30, 2003 by and
         between Jens' Oilfield Service, Inc. and Wells Fargo Credit Inc.
         (incorporated by reference to Registrant's Quarterly Report on Form
         10-Q for the period ended September 30, 2003).

10.24    Third Amendment to Credit Agreement dated September, 2003 by and
         between Strata Directional Technology, Inc., and Wells Fargo Credit
         Inc. (incorporated by reference to Registrant's Quarterly Report on
         Form 10-Q for the period ended September 30, 2003).

                                       22



<PAGE>

10.25    First Amendment to Credit Agreement dated October 1, 2003 by and
         between Registrant and Wells Fargo Energy Capital Inc. (incorporated by
         reference to Registrant's Quarterly Report on Form 10-Q for the period
         ended September 30, 2003).

10.26    First Amendment to Credit Agreement dated as of December 31, 2003
         between AirComp, L.L.C. and Wells Fargo Bank, NA (incorporated by
         reference to Registrant's Quarterly Report on Form 10-Q for the quarter
         ended June 30, 2004).

10.27    Fourth Amendment to Credit Agreement dated as of January 30, 2004 by
         and between Strata Directional Technology, Inc., and Wells Fargo Credit
         Inc. (incorporated by reference to Registrant's Quarterly Report on
         Form 10-Q for the quarter ended June 30, 2004).

10.28    Letter Agreement dated February 13, 2004 by and between Registrant and
         Morgan Joseph & Co., Inc. (incorporated by reference to the
         Registration Statement on Form S-1 (Registration No. 118916) filed on
         September 10, 2004).

*10.29   Employment Agreement dated as of April 1, 2004 between Registrant and
         Munawar H. Hidayatallah (incorporated by reference to Registrant's
         Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

*10.30   Employment Agreement dated as of April 1, 2004 between Registrant and
         David Wilde (incorporated by reference to Registrant's Quarterly Report
         on Form 10-Q for the quarter ended June 30, 2004).

10.31    Stock and Warrant Purchase Agreement dated April 2, 2004 by and among
         Registrant and Donald Engel, Christopher Engel, the Engel Defined
         Benefit Plan, RER Corp. and Leonard Toboroff (incorporated by reference
         to Registrant's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2004).

10.32    Preferred Stock Conversion Agreement dated April 2, 2004 by and between
         Registrant and Energy Spectrum Partners LP (incorporated by reference
         to Registrant's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2004).

10.33    Second Amendment to Credit Agreement dated as of April 2, 2004 between
         AirComp, L.L.C. and Wells Fargo Bank, NA (incorporated by reference to
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2004).

10.34    Amendment to Credit Agreement by and between Registrant and Wells Fargo
         Energy Capital dated April 2, 2004 (incorporated by reference to
         Registrant's Quarterly Report on Form 10-Q for the quarter ended June
         30, 2004).

10.35    Fifth Amendment to Credit Agreement dated as of April 6, 2004 by and
         between Strata Directional Technology, Inc., and Wells Fargo Credit
         Inc. (incorporated by reference to Registrant's Quarterly Report on
         Form 10-Q for the quarter ended June 30, 2004).

10.36    Third Amendment to Credit Agreement dated as of April 6, 2004 by and
         between Jens' Oilfield Service, Inc. and Wells Fargo Credit Inc.
         (incorporated by reference to Registrant's Quarterly Report on Form
         10-Q for the quarter ended June 30, 2004).

10.37    Letter Agreement dated June 8, 2004 by and between the Registrant and
         Morgan Keegan & Company, Inc. (incorporated by reference to the
         Registration Statement on Form S-1 (Registration No. 118916) filed on
         September 10, 2004).

*10.38   Employment Agreement dated July 26, 2004 by and between the Registrant
         and Victor M. Perez (incorporated by reference to the Registration
         Statement on Form S-1 (Registration No. 118916) filed on September 10,
         2004).

10.39    Stock Purchase Agreement dated August 10, 2004 (incorporated by
         reference to the Registration Statement on Form S-1 (Registration No.
         118916) filed on September 10, 2004).

10.40    Amendment to Stock Purchase Agreement dated August 10, 2004
         (incorporated by reference to the Registration Statement on Form S-1
         (Registration No. 118916) filed on September 10, 2004).

                                       23



<PAGE>

10.41    Letter Agreement relating to Stock Purchase Agreement dated August 5,
         2004 (incorporated by reference to the Registration Statement on Form
         S-1 (Registration No. 118916) filed on September 10, 2004).

10.42    Addendum to Stock Purchase Agreement dated September 24, 2004
         (incorporated by reference to Registrant's Current Report on Form 8-K
         filed on September 30, 2004).

10.43    Stock Purchase Agreement dated September 24, 2004 (incorporated by
         reference to Registrant's Current Report on Form 8-K filed on September
         30, 2004).

10.44    Amendment to Stock Purchase Agreement (undated) (incorporated by
         reference to Registrant's Current Report on Form 8-K filed on September
         30, 2004).

10.45    Side Letter dated August 5, 2004, related to Stock Purchase Agreement
         (incorporated by reference to Registrant's Current Report on Form 8-K
         filed on September 30, 2004).

10.46    Agreement and Plan of Merger dated September 30, 2004 (incorporated by
         reference to Registrant's Current Report on Form 8-K filed on October
         6, 2004).

10.47    Employment Agreement dated October 11, 2004, between the Registrant and
         Theodore F. Pound III (incorporated by reference to Registrant's
         Current Report on Form 8-K filed on October 15, 2004).

10.48    Asset Purchase Agreement dated November 10, 2004 by and among AIRCOMP
         L.L.C., a Delaware limited liability company, DIAMOND AIR DRILLING
         SERVICES, INC., a Texas corporation, and MARQUIS BIT CO., L.L.C., a New
         Mexico limited liability company, GREG HAWLEY and TAMMY HAWLEY,
         residents of Texas and CLAY WILSON and LINDA WILSON, residents of New
         Mexico (incorporated by reference to the Current Report on Form 8-K
         filed on November 15, 2004).

10.49    Amended and Restated Credit Agreement dated as of December 7, 2004,
         between AirComp, L.L.C. and Wells Fargo Bank, NA (incorporated by
         reference to Registrant's Current Report on Form 8-K filed on December
         13, 2004).

10.50    Purchase Agreement and related Agreements by and among Allis-Chalmers
         Corporation, Chevron USA, Inc., Dale Redman and others dated December
         10, 2004 (incorporated by reference to the Current Report on Form 8-K
         filed on December 16, 2004).

14.1     Code of Ethics (incorporated by reference to Registrant's Current
         Report on Form 8-K filed on December 1, 2004.).

16.1     Letter from Gordon Hughes & Banks LLP dated October 5, 2004, to the
         Securities and Exchange Commission (incorporated by reference to
         Registrant's Current Report on Form 8-K filed on October 6, 2004).

21.1     Subsidiaries of Registrant (incorporated by reference to the
         Registration Statement on Form S-1 (Registration No. 118916) filed on
         September 10, 2004).

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

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

32.1     Certification of the Chief Executive Officer and Chief Financial
         Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

*         Compensation Plan or Agreement

                                       24