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

                                FORM 10-KSB/A
                               (Amendment #2)

(Mark one)

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

	For the fiscal year ended: October 31, 2005

          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: 0-50089

                    NATIONAL ENERGY SERVICES COMPANY, INC.
           ----------------------------------------------------
           (Exact name of small business issuer in its charter)


             Nevada    					52-2082372
 ----------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

      3153 Fire Road, Suite 2C, Egg Harbor Township, NJ          08234
 ----------------------------------------------------------------------------
 (Address of principal executive offices)                     (Zip Code)

                 Issuer's telephone number: (800) 758-9288
                 -----------------------------------------

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

Securities registered pursuant to Section 12(g) of the Exchange Act:
                       Common Stock, $.001 par value

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act.  Yes [ ]   No [X]

<PAGE>

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

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10- KSB or any amendment to this Form 10-KSB.  [X]

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

The issuer's revenues for its most recent fiscal year were $1,090,616.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days was $0.

The number of shares outstanding of the issuer's common stock, as of February
13, 2006 was 15,698,014.


                 DOCUMENTS INCORPORATED BY REFERENCE:  None


Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

                                    -2-
<PAGE>

Amendment No. 2
---------------

This Amendment is being filed in order to amend the Financial Statements
and related portions of the Management's Discussion and Analysis to reflect
the restatement of the Company's balance sheet as explained in Note 15 to the
Financial Statements.

                                   PART I

            CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This Report contains certain forward-looking statements regarding
National Energy Services, Inc., its business and its financial prospects.
These statements represent Management's present intentions and its present
belief regarding the Company's future.  Nevertheless, there are numerous risks
and uncertainties that could cause our actual results to differ from the
results suggested in this Report.  Among the more significant factors are:

      *  We have not been profitable in recent years.  Although we have
         implemented a number of programs to help us achieve profitability, we
         do not know yet whether they will be effective.
      *  We lack the capital necessary to significantly expand our business.
         Unless we expand our business sufficiently that our gross profit will
         exceed our administrative costs, we will not achieve profitability.
      *  Expansion of our business will require that we expand our accounting
         and other internal management systems.  Such an expansion may lead to
         inefficiencies that could prevent us from becoming profitable.

      Because these and other risks may cause National Energy Services' actual
results to differ from those anticipated by Management, the reader should not
place undue reliance on any forward-looking statements that appear in this
Report.  Readers should also take note that National Energy Services will not
necessarily make any public announcement of changes affecting these forward-
looking statements, which should be considered accurate on this date only.

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

     National Energy Services Company, Inc. was incorporated on February 17,
1998 in Nevada as Coastal Enterprises, Inc. to engage in an internet related
business.  On October 19, 2001, we implemented a share exchange with the
shareholders of National Energy Services Company, Inc., an unaffiliated New
Jersey corporation ("NESNJ").  Since that date we have been engaged in the
business previously carried on by NESNJ.

     Our principal place of business is 3153 Fire Road,  Suite 2C, Egg Harbor
Township,  NJ 08234.  Our telephone number at that address is (800) 758-9288.

Business of the Company

     John Grillo, our President, organized NESNJ in 1995 to engage in the
business of marketing aggregated energy management services to the long term
care industry.  Mr. Grillo capitalized on his experience as an electrical
contractor to develop a comprehensive energy management program (the "Program")
for the long term care industry.  Recently, we expanded our business model to
market the Program to hospitality facilities as well as long term care
facilities ("Facilities").  The Program features an upgrade to lighting
fixtures, improved heating, venting and air conditioning ("HVAC") equipment
and ozone laundry systems ("OLS").

                                    -3-
<PAGE>

     Our Energy Gatekeeper Program ("Gatekeeper") is a combined service and
equipment financing contract under which we provide the Facility with all of
its energy services.  The Facility may obtain new energy-efficient lighting, an
ozone laundry support system, HVAC systems and other energy-efficient capital
improvements. We price the Gatekeeper so that the Facilities will cover the
financing cost of the upgrades through monthly energy savings generated by the
energy system improvements.  There are minimal or no out-of-pocket costs to the
Facility, since the capital costs for the Gatekeeper are funded by a third
party lender and typically amortized over a sixty-month period during which we
project that the energy savings will equal or exceed the Facility's financing
costs.

Financing Arrangements

     We currently offer the Facilities several financing alternatives through
various lending sources.  Facilities may purchase our upgrade equipment and
obtain purchase financing from Charter Management, LLC ("Charter") or they may
lease the equipment from U.S. Energy Capital ("US Capital") or Facility Capital
Corporation ("Facility Capital").

     Charter is owned by John O'Neill and Deborah O'Neill, who have a
controlling equity interest in National Energy Services as well.  In 2003 we
executed a master agreement with Charter under which Charter offers financing
to our customers for the energy upgrades and retrofits that we sell to the
Facilities.  In each case, Charter has the right to perform a credit analysis
of the Facility on which the Project will be performed and to reject any unfit
candidate.  Charter will also utilize a credit analysis to determine interest
rate and term of repayment.  Once Charter agrees to fund a Project, we sign a
separate Project Loan Agreement with Charter acknowledging our responsibility
for all loan payments in the event the Facility defaults.  Charter then pays us
the contract price for the upgrade as we perform the work.  We collect the
monthly finance charges from the Facility and may charge a 1% administrative
fee in connection therewith.  We then use those funds to make the payments due
to Charter.

     At the beginning of fiscal year 2005, we developed arrangements in which
both Facility Capital and US Capital offer our customers equipment lease
financing for the capital equipment involved in the Program.  Unlike our
arrangement with Charter, in which National Energy Services assumes a direct
payment obligation to Charter that we pass through to our customer, Facilities
that choose the leasing option become directly indebted to the leasing company.
Because these leasing arrangements are, in this way, more favorable to
National Energy Services than financing through Charter Management, all of
our sales since the end of 2004 have been financed through one of the
leasing arrangements.  We continue to have the ability to offer financing
through Charter Management, but expect that we will do so only in special
circumstances.


Principal Products and Services

     The principal products and services offered in the Program are the Ozone
Laundry System (OLS), Lighting Upgrades, Mechanical Systems (HVAC), Water/Sewer
Conservation Methods and Energy Management.

     Ozone Laundry System (OLS).  OLS is a system that can reduce a Facility's
laundering costs by more than 50%, primarily by eliminating the need for hot
water during the washing process. The OLS injects activated oxygen (ozone) into

                                    -4-
<PAGE>

the wash and rinse water, with the result that the laundry is cleaned and
completely disinfected.  Ozone is a powerful oxidant that is more effective
than chlorine, but without chlorine's dangerous properties.  Various studies
have shown that using ozone in laundering is far more effective than
conventional disinfectants against microorganisms and viruses. With ozone
laundering, fewer cycles are required to clean, thus chemical use is reduced.
Energy bills are also greatly reduced because ozone is only active in cold
water; eliminating the need to buy natural gas or other energy sources to heat
the water. The savings to the Facility are substantial since laundering expense
is one of the most significant expense items in a Facility's budget.

     Lighting Upgrades.  We provide Facilities with energy-efficient lighting
upgrades or retrofits ("Lighting Upgrades").  The Lighting Upgrades can reduce
the Facility's energy consumption and prevent pollution while delivering
comparable or better lighting. For example, a Lighting Upgrade in a typical 120
bed nursing home can reduce energy usage by 226,666 kilowatt hours per year,
resulting in an annual savings of approximately $20,400.  This calculation of
average savings is based on our own engineering studies and actual results in
more than 100 installations.

     Although a Lighting Upgrade product may cost slightly more than the
standard lighting product it replaces, the energy savings are so significant
that any incremental cost is rapidly recovered by the Facility.  For example,
compact fluorescent light bulbs use 70 percent less energy than standard
incandescent light bulbs. By replacing just one 75-watt incandescent light bulb
with a 20-watt CFL, a Facility saves approximately $14 a year, assuming the
bulb is used for 5,000 hours in the year.  Further, compact fluorescent light
bulbs last an average of 10,000 hours, compared to only 850 hours for a
standard incandescent light bulb.

     Mechanical Systems/HVAC.  The installation of state-of-the-art, energy
conserving boilers, heating and air conditioning units and other mechanical
equipment can improve a Facility's operating efficiency and increase its
productivity.  Retrofitting outdated systems with new equipment not only saves
energy dollars, but reduces repair and maintenance expense. The impact of
environmental improvements such as improved air quality and increased comfort
levels can make a noticeable positive impact on the Facility's residents and
employees.

     The installation of ColdPlus Refrigerant Oil Additive in HVAC units
provides highly charged molecules that bond themselves to the compressor
bearings and the inner wall of the refrigerant tubing throughout the system.
This one molecule thick barrier is 15 times slicker than compressor oil and
prevents the compressor oil from baking onto the refrigerant tubing or becoming
gel-like.  The inner wall of the tubing, now slicker and no longer constricted
by the baked-on or gelled oil, returns to its original diameter, allowing the
refrigerant to flow uninhibited throughout the system. The refrigerant, now in
direct contact with the inner wall of the tubing, transfers the heat much
quicker and more efficiently.  The free flowing mixture allows the compressor
to run with less stress, reducing the amps required to operate the motor by 5%
to 9%. It even begins to run quieter.  The refrigerant, now directly touching
and cooling the inner wall of the tubing, allows the system to achieve colder
temperatures with less energy usage.  The compressor operates 15% to 30% less,
potentially extending its lifespan by 15% to 30%.

                                    -5-
<PAGE>

     Water and Sewer Conservation.  The goal of an effective water
conservation project is to reduce usage and maintain or improve the water
quality and fixture performance.  The installation of low use, optimum
performance fixtures is the key to an effective water conservation program. For
example, the retrofit of a low-flush toilet can reduce water usage by more than
750,000 gallons annually in the average 120 bed nursing home.  This reduction
in usage has a significant impact on water/sewer costs. Depending on the local
water/sewer rates, the annual savings can be as much as $5,000 per year with
equipment life expectancy of 15 to 20 years.

Research & Development:  Web-Based Energy Management

     We have not spent any considerable amount  of money on research and
development efforts during the last two fiscal years, as the products that we
install are manufactured by others.

     Since June 2004 we have been field-testing a Web-based online energy
management control system under the trademark "Powerweb."  The Powerweb system
has been licensed by its owners to an Ohio limited liability company whose
members are the Chairman and President of National Energy Services.  When
testing is completed, we will market Powerweb through a licensing arrangement
with its owners.  We expect Powerweb to be attractive to companies with multi-
facility operations, thus gaining us more cost-efficient marketing.  We also
expect that Powerweb will enable us to expand beyond our current focus on the
long-term care and hospitality industries.

Marketing, Sales and Distribution

     Our primary market is the nursing home industry.  There are approximately
17,000 nursing homes operating nationally, with approximately 10,000 of them in
the high cost energy regions of the East and West coasts. Nursing homes are a
fertile area for our energy-saving Program for several reasons:

     -  Nursing homes are under intense fiscal and regulatory pressures.
     -  Nursing homes have very few areas to conserve cash without
        compromising care.
     -  Utility costs are among the five highest line items in the operating
        budget.
     -  Most nursing homes are operating outdated HVAC and lighting systems.
     -  The customer is well-defined and easy to reach.
     -  Most long term care facilities are alike in construction, design and
        energy consumption.
     -  Data about nursing home energy consumption is quickly and efficiently
        obtained.
     -  The Medicaid utilities reimbursement structure assures a Facility's
        ability to pay.

	We believe that relationships are the cornerstone of our marketing
philosophy.  The process of building and maintaining working relationships
requires a commitment at all levels of our organization.  Our marketing program
includes: market research, feasibility studies, public and industry relations,
promotion, advertising, direct response, sales support, customer service,
employee relations and training and education.  As a result of the complexity
of our products and the market, we work very hard to ensure that our employees
and representatives have a working knowledge of our product and the process.

                                    -6-
<PAGE>

Purchasing and Installation

     We have developed solid relationships with major suppliers of industrial
lighting, mechanical equipment and other energy conservation products.  We have
preferred vendor or distributor status with several suppliers. This means that
we enjoy the following:  (i) preferred pricing, (ii) quantity discounts,
(iii) timely delivery, (iv) quality products, (v) exceptional warranties, (vi)
superior customer service, (vii) product exclusivity, (viii) manufacture
sponsored training, and (ix) superior customer service.  We are dedicated to
maintaining quality relationships with our suppliers and make a concentrated
effort to expand our sphere of influence among the manufacturers.  This allows
us to customize our product line and select the materials that best fill the
needs of our customers.

     The installation of our products is the most delicate part of the entire
process and can place enormous strain on a customer relationship.  Our
selection of the right contractor to carry out the installation is critical to
a successful installation.  We have strict contractor criteria. The selected
firm must have a complete understanding of what is required to work in the
health care or hospitality environment and be willing to complete our
contractor compliance paperwork.

Competition

     The principal markets in which we compete are competitive and fragmented.
No competitor known to us controls more than 3% of the nursing home market for
any of the several services we provide.  There are competitors supplying
energy, providing energy management services or financing, but few providing a
total package deal with no out-of-pocket cost to the facility.  Increased
competition could have a material adverse effect on us, as competitors may have
far greater financial and other resources available to them and possess
capabilities far greater than ours.

Governmental Regulation

     The government regulations applicable to the health care and hospitality
industries are in many ways unique.  State regulations include specifications
for HVAC, lighting, water quality and laundry equipment.  It is our
responsibility to find supplies and equipment that meet and/or surpass the
regulatory guidelines.  Guidelines vary from state to state.  It is critical
for us to become familiar with each state's regulations and policies regarding
each energy conservation measure ("ECM") before we start to market and install
the particular ECM in any given state.

     The one portion of our Program that is most intensely affected by
government regulation is the laundry process.  The majority of states in which
we market have specific guidelines for laundry that is processed in an on-site
laundry.  Typical regulations include guidelines mandating  separate holding
areas for soiled and clean linen, linen cart storage, having enough clean linen
on hand to adequately service the facility, adequate soiled and clean linen
storage, an area for folding, mending and ironing  the clean  linen,  proper
storage for supplies, a deep sink for soaking  and a  separate hand washing
sink.  Policies, procedures and proper protocol to reduce bacteria in linens
and to protect the staff and residents from infection are required to be
written and implemented by the facility.

                                    -7-
<PAGE>

     The procedures and policy section is what most effects the installation
of the OLS. Since these procedures and policies are left to the individual
Facility to develop, it is common practice to follow the "manufacturers
specifications" when it comes to disinfection.  Because standard laundering
procedures use chlorine bleach to disinfect the linen, the "manufacturers
specifications" often require 160 degree water because that is the water
temperature in which chlorine bleach is most effective.  While most states do
not define a minimum water temperature, two states have a minimum wash water
temperature in their respective regulations:  Maryland and Massachusetts. To
overcome the minimum wash water temperature requirements, we presented Maryland
and Massachusetts with the merits of using ozone in the wash water to clean and
disinfect.  We have been successful in this endeavor and have received waivers
from both states to install the OLS.

Compliance with Environmental Laws

     We are in compliance with all relevant environmental laws.  The waste
generated during a lighting upgrade that can be considered hazardous is the
Polychlorinated Biphenyl's (PCBs) in the existing ballasts and the mercury in
the existing fluorescent lamps. We use federal and state licensed and fully
insured recycling facilities and hazardous waste disposers.  This practice in
some instances exceeds the minimum disposal requirements.  But it is our view
that this practice will provide our clients and us the greatest protection from
any Super Fund or toxic waste liability issues.

     Our practices are required to comply with the federal Toxic Substance
Control Act ("TSCA"), which regulates the disposal of PCBs.  Fully complying
with the TSCA removes the risk of liability under the federal Comprehensive
Environmental Compliance and Liability Act of 1980 ("CERCLA"), which is also
known as the Superfund Law. Under this law, any release or threat of a release
of a hazardous substance requires immediate cleanup and notification of all
responsible parties.  Our practices are also required to comply with the
Resource Conservation and Recovery Act ("RCRA").  RCRA  requires  generators
of lamps to test a sample of mercury-containing  lamps to determine if they
should be treated as hazardous waste.  Lamps must be managed as hazardous waste
if the mercury concentration exceeds 0.2 mg per liter. In addition, lamps must
be managed as hazardous waste if they are not tested and proven non-hazardous.
We treat all fluorescent lamps as hazardous and properly dispose and recycle
them.

Employees

     The Company employs seven full time and no part time employees.  None of
the Company's employees is represented by a labor union.  The Company believes
its relationship with employees is excellent and does not believe that
unionization is likely to happen.  We anticipate hiring additional employees
over the next twelve months if we are successful in implementing our plan of
operations.

ITEM 2.  DESCRIPTION OF PROPERTY

     We currently lease our executive offices at 3153 Fire Road, Suite 2C, Egg
Harbor Township, New Jersey from Howard R. Bensel, Jr. on a month-to-month
basis, since the four year lease for the premises expired last summer. The
property consists of approximately 1,800 square feet of finished office space,
for which we pay $1,833 per month.  We believe that the foregoing space is
adequate to meet our current and planned operations.

                                    -8-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of our shareholders during the fourth
quarter of our fiscal year ended October 31, 2005.

                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

     (a)  Market Information.  There is no public trading market for our
common stock or any other security issued by National Energy Services.

     (b)  Holders.  There are 105 holders of record of our common stock and
one holder of our Series A Convertible Preferred Stock.

     (c)  Dividend Policy.  We have not declared or paid cash dividends or
made distributions in the past,  and we do not anticipate that we will pay
cash dividends or make distributions in the foreseeable future. We currently
intend to retain and reinvest future earnings, if any, to finance our
operations.

     (d) Equity Compensation Plans.  We have not authorized any compensation
plans (including individual compensation arrangements) under which our equity
securities have been authorized for issuance as of the end of the most recently
completed fiscal year. We have not authorized any such plan for the fiscal year
ended October 31, 2006.

     (e)  Recent Sales of Unregistered Securities.  We did not sell any
securities during the period covered by this report that were not registered
under the Securities Act.

     (f) Repurchase of Equity Securities.  The Company did not repurchase any
of its equity securities that were registered under Section 12 of the
Securities Act during the 4th quarter of fiscal year 2005.

                                    -9-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

     The Company's revenue for the year ended October 31, 2005 increased 19%,
compared to the year ended October 31, 2004.  During the year ended October 31,
2005, we realized revenue from four distinct sources:

     Equipment Sales.  Our revenue from sales of capital equipment increased
19% over the year ended October 31, 2004 to $990,054, and represented 91% of
our total revenue for the period.  The primary reason for the increase was our
installation of over 30 ozone laundry systems for one of the largest owners of
long term care facilities, Beverly Healthcare.  Since we generally install
systems within three months after they are ordered, we carry little or no
backlog.  However we have been authorized by Beverly Healthcare to install an
additional 43 ozone laundry systems in the 2006 fiscal year.

     Invoice Management Fees.  Some of the Facilities that we service pay us
fees for aggregating invoices from the utility companies and processing their
payments.  Our revenue from invoice management services represented 5% of total
revenue in the year ended October 31, 2005.  We expect that invoice management
fees will continue to make only a minor contribution to our revenue, as we
intend to limit this relatively labor-intense business to situations in which
we can perform the services profitably.

     Energy Management Fees.  A number of the Facilities that we manage pay us
fees for monitoring their utility invoices to ensure correct charges and
appropriate tariffs. Our revenue from management services represented 4% of
total revenue in the year ended October 31, 2005.  As with invoice management
services, we expect that the portion of our revenue attributable to energy
management fees will remain modest, as we intend to limit this relatively
labor-intense business to situations in which we can perform the services
profitably.

     Recently we have implemented a number of initiatives designed to increase
our revenue in the coming months.  We have established relationships with two
leasing companies, so we can now offer prospective clients a choice of
financing options.  In addition, we have revised our internal procedures for
evaluation of the credit worthiness of potential clients in order to
substantially hasten the process, thus enabling our sales staff to close
contracts more efficiently.  Our expectation is that these initiatives,
combined with increased demand for our services due to the recent surge in
energy prices, will enable us to expand our operations in the coming months.

     Our gross margin during the year ended October 31, 2005 was 44%, compared
to 43% gross margin in the year ended October 31, 2004.   Our expectation is
that our gross margin will range between 35% and 45%, depending on product mix
and volume of business.  Generally, we realize a higher gross profit from sales
of ozone laundry systems than from upgrades to lighting and HVAC systems,
although the profit is counterbalanced by the higher marketing costs attendant
to sales of ozone laundry systems.

                                     -10-
<PAGE>

     If we are successful in increasing our volume of business, our gross
margin should increase as well, for a number of reasons.  For one, each sale of
equipment that we attempt requires that we send field surveyors to interested
Facilities to determine the potential energy savings so that a cost proposal
can be presented to the Facility. We incur that expense whether we close the
sale or not, and the expense of failed contracts burdens the gross margin that
we realize from our successful marketing efforts.  If we are able to close more
contracts and at a higher success rate, the burden on gross margin of costs
from failed contracts will be proportionately reduced.

     Our operating expenses for fiscal year 2005 totaled $1,151,620, an
increase of $231,255 over the year ended October 31, 2004.  The increase was
primarily attributable to the Company's agreement with PPL Spectrum, Inc.
("PPL"), which is discussed below.  As part of that arrangement, the Company
agreed to guarantee the debts of certain customers whose installations had been
financed by PPL and who in June 2005 entered into bankruptcy proceedings.  The
Company agreed to pay $140,709 over ten years to satisfy those obligations, and
recorded the present value of that payment stream as a general and
administrative expense during fiscal 2005.  We also agreed to reserve $1,400
per month for bad debts that may arise from the notes we assigned to PPL, and
likewise recorded the present value of that undertaking as a general and
administrative expense in fiscal 2005.  The Company also incurred over $67,830
in legal fees and expenses during the recent twelve month period, primarily in
connection with its negotiations with PPL, which contributed to the increase
in general & administrative expense.  Partially counterbalancing the increase,
however, was the Company's dramatic reduction in indirect marketing costs,
which resulted in a $44,879 reduction in selling expenses despite the 19%
increase in sales compared to the year ended October 31, 2004.

     Interest expense for the year ended October 31, 2005 was $48,506,
compared to interest expense of $49,300 incurred in the year ended October
31, 2004.

     The Company incurred a net loss of $707,106 for the year ended October
31, 2005, and a net loss of $576,552 for the year ended October 31, 2004.  The
Company expects to continue to incur losses until its revenue grows to a level
at which our gross profit exceeds our administrative costs.

Liquidity and Capital Resources

     In 2004 PPL Spectrum, Inc. ("PPL") terminated the arrangement under which
it had previously provided equipment financing to the Company's customers.
Effective March 1, 2005 the Company assigned to PPL all of the notes receivable
that arose from customer financing provided by PPL.  In turn, PPL released the
Company from the corresponding notes payable to PPL.

     In connection with the termination of the lending arrangement and
assignment of the notes, the Company did assume certain obligations to PPL:

   - The Company entered into a settlement agreement with PPL for aged
     payables.  In February 2004 the payables were consolidated into a
     three-year promissory note in the amount of $314,047, bearing interest
     at 18% per annum. Effective March 1, 2005, this note was renegotiated

                                    -11-
<PAGE>

     to bear interest rate at 8% per annum.  The balance at March 1, 2005
     was $219,473 payable over seven years. The balance at October 31, 2005
     outstanding under this note was $203,443 of which $25,703 is reflected
     as current liabilities.

   - The Company contracted to pay $1,400 per month toward a reserve for
     any bad debts among the notes it assigned to PPL.  The Company has
     recorded the present value of that obligation on its balance sheet as a
     debt.  As of October 31, 2005, the balance of the debt was $122,731, of
     which $10,117 is reflected as a current liability.

   - The Company also contracted to assume a contingent liability to
     reimburse PPL for the bad debts of certain customers if they filed for
     protection in bankruptcy.  The contingency occurred in June 2005, and
     the Company became obligated to fund $140,709 over 10 years with an
     imputed interest rate of 6%.  As of October 31, 2005, the balance on
     this obligation was $136,225, of which $11,229 is reflected as current
     liabilities.

     Our assets totaled $1,194,437 and $4,809,102 as of October 31, 2005 and
2004, respectively.  Our assets at October 31, 2005 consisted primarily of
accounts receivable with a value of $86,981 and notes receivable in the amount
of $934,541. The significant decrease in Assets and, specifically, Notes
Receivable is a direct result of the agreement with PPL, in which PPL released
the Company from liability under the Security Notes as they related to the
Energy Gatekeeper Program.  PPL agreed to assume all liability in the
collection and payment process from the individual customers.

     The table below sets forth out debt service obligations as of October 31,
2005.

Contractual                    Less than                          After 5
Obligations            Total   1 Year      1-3 Years  4-5 Years   Years
------------------    -------  ---------   ---------  ---------   --------
Loans Payable -
Stockholder/employee  $ 19,500 $ 19,500    $      0   $      0    $      0
Charter-Loan Payable  $919,558 $345,928    $513,977   $ 59,653    $      0
PPL Promissory Note   $203,443 $ 25,703    $177,740   $      0    $      0
PPL Bad Debt Reserve  $122,731 $ 10,117    $ 22,144   $ 24,960    $ 65,510
PPL Bankruptcy
 Reserve              $136,225 $ 11,229    $ 24,579   $ 27,705    $ 72,712
Bank Note Payable     $ 88,093 $ 28,572    $ 28,572   $ 30,949    $      0
Operating Leases      $ 50,388 $ 27,435    $ 22,953   $      0    $      0
                     ---------  -------     -------    -------     -------
TOTAL               $1,539,938 $468,484    $789,965   $143,267    $138,222
                     =========  =======     =======    =======     =======

     Primarily as a result of the capitalization of the Company's obligations
to PPL, the Company's working capital deficit has increased by $377,157 since
October 31, 2004.  The deficit is now $534,803.  We have minimal liquidity and
working capital is severely strained, as we have fully utilized our credit
lines.  We expect that we will continue to have a working capital deficit until
we significantly increase revenues.  This situation exists primarily because of
the losses we have incurred in recent years.  But it is also caused in part by
our financing arrangements.

                                    -12-
<PAGE>


     In most of our sales arrangements, we must complete the job, pay for all
costs incurred, and obtain a completion certificate before we can submit an
invoice for reimbursement to the lender or lessor.  Only then will we collect
the cash payment for the job.  This procedure creates a delay of approximately
thirty days before we receive funds.  Until we reach a level of operations in
which we are completing jobs on a consistent basis, this delay in receiving
payment for jobs will impair our ability to fund our operations.

     We plan to finance our future operations through the sale of our products
and services.  In addition, we are taking steps to insure our continued
operations by trying to raise additional equity, and are also looking into
incurring additional debt to improve our cash flow.  We are also contacting
local banks to obtain additional short term financing via an extended credit
line.  To date, we have no commitments for financing from any source.
Nevertheless, we believe that even if additional equity or additional debt
cannot be secured, cash flow from our operations will be sufficient to sustain
our operations for the next twelve months and the foreseeable future.

Off-Balance Sheet Arrangements

     We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition
or results of operations.

Application of Critical Accounting Policies

     In preparing our financial statements we are required to formulate
working policies regarding valuation of our assets and liabilities and to
develop estimates of those values.  In our preparation of the financial
statements for fiscal year 2005, there were three estimates made which were (a)
subject to a high degree of uncertainty and (b) material to our results.

                                    -13-
<PAGE>

     The first material estimate was our determination, detailed in Note 11 to
the Financial Statements, that we should record a valuation allowance for the
full value of the deferred tax asset created by our net operating loss
carryforward.  The primary reason for the determination was our lack of
certainty as to whether we will carry on profitable operations in the future.

     The second material estimate was our determination, detailed in Note 7 to
the Financial Statements, that we should record a reserve totaling $136,225 at
year-end, representing the full amount of our contingent liability to PPL
Spectrum, Inc.  The primary reason for the determination was the fact that we
have insufficient information at this time on which to estimate that any
portion of the liability will not become payable.

     The third material estimate was our determination that we do not need to
establish a reserve for the Company's obligations to Charter Management, LLC.
We based that determination on the fact that the corresponding notes receivable
from the Facilities that received Charter Management financing remain current,
the fact that we have no evidence that any of the Facilities that wrote those
notes is insolvent or otherwise likely to default, and the fact that the owners
of Charter Management (who are the majority owners of National Energy Services)
have indicated that they will be unlikely to enforce the corresponding note
against National Energy Services in the event of a default by a Facility.

     We made no material changes to our critical accounting policies in
connection with the preparation of financial statements for the year ended
October 31, 2005.

Impact of Accounting Pronouncements

     There were no recent accounting pronouncements that have had a material
effect on the Company's financial position or results of operations.  There was
one recent accounting pronouncement that may have a material effect on the
Company's financial position or results of operations.

     In December 2004, the FASB issued SFAS No. 123R "Share-Based Payment."
This Standard addresses the accounting for transactions in which a company
receives employee services in exchange for (a) equity instruments of the
company or (b) liabilities that are based on the fair value of the company's
equity instruments or that may be settled by the issuance of such equity
instruments. This Standard eliminates the ability to account for share-based
compensation transactions using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and requires that such transactions
be accounted for using a fair-value-based method. The Standard is effective for
periods beginning after June 15, 2005. The Standard may adversely affect the
Company's results of operations if, as the Company grows, it issues a material
amount of capital stock to attract executives and experienced managers to the
Company.

ITEM 7.  FINANCIAL STATEMENTS

The Company's financial statements, together with notes and the
Independent Auditors' Report, are set forth immediately following Item 14 of
this Form 10-KSB.

                                    -14-
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     Not applicable.

ITEM 8A. CONTROLS AND PROCEDURES.

     (a) Evaluation of disclosure controls and procedures.

     The term "disclosure controls and procedures" (defined in SEC Rule 13a-
15(e)) refers to the controls and other procedures of a company that are
designed to ensure that information required to be disclosed by a company in
the reports that it files under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported within required
time periods. The Company's management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by this annual report (the "Evaluation Date"). Based on
that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer (or persons performing similar functions) has concluded that, as of the
Evaluation Date, such controls and procedures were effective.

     (b) Changes in internal controls.

     The term "internal control over financial reporting" (defined in SEC Rule
13a-15(f)) refers to the process of a company that is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. The Company's management, with the
participation of the Chief Executive Officer and Chief Financial Officer (or
persons performing similar functions), has evaluated any changes in the
Company's internal control over financial reporting that occurred during the
fourth quarter of the year covered by this annual report, and they have
concluded that there was no change to the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

     None.
                                    -15-
<PAGE>

                                  PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The officers and directors of the Company are:
                                                                   Director
Name                   Age     Position with the Company           Since
-----------------------------------------------------------------------------
John A. Grillo         44      Chief Executive Officer, President,   2001
                                Director
John T. O'Neill        48      Chairman of the Board, Director       2004
Deborah O'Neill        47      Secretary, Treasurer, Director        2004
Rusty J. Gramiak       48      Vice-President of Operations            --
Patricia A. Palmieri   39      Controller (5)                          --

     All directors hold office until the next annual meeting of our
shareholders and until their successors have been elected and qualify.
Officers serve at the pleasure of the Board of Directors.

     John A. Grillo.  Mr. Grillo organized National Energy Services Company in
1996, and has served as its Chief Executive Officer since that time.  Prior to
organizing National Energy Services Company, Mr. Grillo was employed in a
number of capacities in the field of electrical engineering.  In 1996, Mr.
Grillo conceived and co-authored the New Jersey Division of Medical Assistance
and Health Services Energy Efficient Lighting System Incentive, for the long-
term care industry. He is an Environmental Protection Agency certified lighting
surveyor.  Mr. Grillo attended Northeastern University's School of Electrical
Engineering Technology from 1979 to 1983.

     John T. O'Neill.   Mr. O'Neill has been involved in the nursing home
industry for over forty years.  For more than the past five years, Mr. O'Neill
has been employed as CEO of O'Neill Management LLC., which is involved in the
development, construction and operation of healthcare facilities.  Mr. O'Neill
is also the CEO of Charter Management, LLC, which provides financing programs
for the development of long-term care facilities.  Mr. O'Neill attended
Bowling Green State University  and Ohio State University,  where he completed
the  Core of Knowledge for certification as a Licensed Nursing Home
Administrator.  Mr. O'Neill is married to Deborah F. O'Neill, the Company's
Secretary and Treasurer.

     Deborah F. O'Neill.  Ms. O'Neill is a Certified Public Accountant with
experience in auditing, income tax preparation and real estate development.
For more than the past five years, Ms. O'Neill has been employed by O'Neill
Management LLC with responsibilities in financial management.  She is also
employed in the financial management of Charter Management, LLC.  Previously,
Ms. O'Neill was was a founder and CFO of a software development company that
offered turnkey accounting and medical computer systems to long term care
facilities in Ohio, Pennsylvania, Connecticut and several other states.  Ms.
O'Neill graduated from Kent State University magna cum laude with a Bachelor
of Business Administration degree in Accounting.  Ms. O'Neill is married to
John T. O'Neill, the Company's Chairman.

     Rusty J. Gramiak.  Mr.  Gramiak has been employed as the Vice President
of Operations of National Energy Services Company since 2000. Prior to assuming
that position, Mr. Gramiak was involved in the Company's sales operations.
From 1996 to 1998 Mr. Gramiak was employed as a lighting surveyor and an
installer of energy efficient lighting for GEC Lighting  Company in Margate,
New Jersey.

                                    -16-
<PAGE>

     Patricia A.  Palmieri.  Ms. Palmieri has been employed as the Company's
Controller since March 2004.  Prior to joining the Company, Ms. Palmieri had
14 years of accounting-related experience in industries such as home mortgages
and auto financing.  Specifically, from January 2003 until March 2004 Ms.
Palmieri was an accountant for a soil remediation company.  Prior to 2003, Ms.
Palmieri was the Assistant Controller for a landscaping company.  Ms. Palmieri
has a Bachelor of Arts in Accounting and a Masters in Business Administration.

Audit Committee

     The Board of Directors has not appointed an Audit Committee.  The Board
of Directors does not have an audit committee financial expert.  The Board of
Directors has not been able to recruit an audit committee financial expert to
join the Board of Directors because of the Company's poor financial condition.

Code of Ethics

     The Company has adopted a written code of ethics applicable to its
executive officers.  A copy of the Code of Ethics was filed as an exhibit to
the Company's Annual Report on Form 10-KSB for the year ended October 31, 2003.

Section 16(a) Beneficial Ownership Reporting Compliance

     None of the officers, directors or beneficial owners of more than 10% of
the Company's common stock failed to file on a timely basis the reports
required by Section 16(a) of the Exchange Act during the year ended October 31,
2005.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth all compensation awarded to, earned by, or
paid by National Energy Services, Inc. to John A. Grillo, its Chief Executive
Officer, for services rendered in all capacities to the Company during the
years ended October 31, 2005, 2004 and 2003.  There were no other executive
officers whose total salary and bonus for the fiscal year ended October 31,
2005 exceeded $100,000.

                                      Compensation
                        Year     Salary         Other(1)
                       ------   --------      -----------
John A. Grillo		2005	$121,984	11,100
                        2004    $121,984        11,100
                        2003    $ 98,525            --
     _______________________

     (1) "Compensation: Other" includes certain health and life insurance
         benefits paid by the Company on behalf of the employee.

                                    -17-
<PAGE>

Employment Agreements

     All of our employment arrangements with our executives are on an at will
basis.

Equity Grants

     The following tables set forth certain information regarding the stock
options acquired by the Company's Chief Executive Officer during the year ended
October 31, 2005 and those options held by him on October 31, 2005.

                    Option Grants in the Last Fiscal Year

                        Percent
                        of total                           Potential realizable
            Number of   options                              value at assumed
            securities  granted to                           annual rates of
            underlying  employees   Exercise                 appreciation of
            option      in fiscal   Price      Expiration    for option term
Name        granted     year        ($/share)  Date           5%         10%
-------------------------------------------------------------------------------
John Grillo      0        N.A.        N.A.       N.A.          0          0


                     Aggregated Fiscal Year-End Option Values

             Number of securities underlying  Value of unexercised in-the-money
              unexercised options at fiscal   options at fiscal year-end ($)
Name          year-end (#) (All exercisable)    (All exercisable)
-------------------------------------------------------------------------------
John Grillo             0                                  0


Remuneration of Directors

     None of the members of the Board of Directors receives remuneration for
service on the Board.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
	MANAGEMENT

     The following table sets forth information known to us with respect to
the beneficial ownership of our common stock as of the date of this prospectus
by the following:

     *  each shareholder known by us to own beneficially more than 5% of our
        common stock;

     *  John A. Grillo, our Chief Executive Officer

     *  each of our directors; and

     *  all directors and executive officers as a group.

                                    -18-
<PAGE>

     There are 15,698,014 shares of our common stock and 187,389 shares of
Series A Preferred Stock outstanding on the date of this report.  Except as
otherwise indicated, we believe that the beneficial owners of the common stock
listed below have sole voting power and investment power with respect to their
shares,  subject to community property laws where applicable.  Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission.

                         Amount and Nature         Aggregate
Name and Address of    of Beneficial Ownership  Percent of Class    Percent of
Beneficial Owner(1)     Common     Preferred    Common  Preferred Voting Power
-------------------------------------------------------------------------------
John A. Grillo         3,098,300            --    19.7%       --        11.7%
John & Deborah O'Neill 3,433,300(2)    187,389    21.9%      100% 	53.8%
Rusty J. Grimiak          10,000            --     0.1%       --         0.1%
Current executive
 officers and
 directors as a
 group (4 persons)     6,541,600       187,389e    41.7%     100%       65.5%
_____________________________

(1)  The address of each shareholder, unless otherwise noted, is c/o National
     Energy Services Company, Inc., 3153 Fire Road, Suite 2C, Egg Harbor
     Township, NJ 08234.
(2)  Includes 2,978,754 shares owned by Charter Management LLC, of which Mr.
     and Mrs. O'Neill are the sole members and managers.  Does not include
     10,868,562 shares that the O'Neill's may acquire by converting their Series
     A Preferred Stock into common stock.

Equity Compensation Plan Information

     The Company did not have any equity plans as of October 31, 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 2004, National Demand LLC., an Ohio limited liability company,
licensed the right to use a Web-based energy management control system from
Powerweb, Inc.  The owners of National Demand LLC. are as follows:  John T.
O'Neill (95%) and John A. Grillo (5%).  National Energy Services Company is
currently providing product testing for the Powerweb product.  When the product
is ready for market, we will offer the energy management system to our clients
through a licensing agreement with National Demand, LLC. We believe that the
terms and conditions of this licensing agreement will be equivalent to those
negotiated in an arms-length transaction.

ITEM 13. EXHIBITS

3-a     Articles of Incorporation filed February 17, 1998. (1)

3-a(1)	Certificate of Amendment of Articles of Incorporation filed October
        29, 2001. (1)

3-b	Bylaws. (1)

                                     -19-
<PAGE>

10-a	Master Agreement with Charter Management LLC. (2)

10-b	Sample funding agreement with Charter Management. (2)

14	Code of Ethics and Business Conduct - Filed as an exhibit to the
        Company's Annual Report on Form 10KSB for the year ended October 31,
        2003 and incorporated herein by reference.

31	Rule 13a-14(a) Certification

32	Rule 13a-14(b) Certification

-------------------------------------------------

(1)  Filed as an exhibit to the Company's Registration Statement on Form 10-SB
     on November 14, 2002 and incorporated herein by reference.
(2)  Filed as an exhibit to the Company's Amended Registration Statement on
     Form 10-SB on November 6, 2003 and incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     Bagell, Josephs, Levine & Company, LLC billed $25,250 to the Company for
professional services rendered for the audit of our fiscal 2005 financial
statements and review of the financial statements included in our fiscal 2005
10-QSB filings.  Bagell, Josephs, Levine & Company, LLC billed $24,500 to the
Company for professional services rendered for the audit of our fiscal 2004
financial statements and review of the financial statements included in our
fiscal 2004 10-QSB filings.

Audit-Related Fees

     Bagell, Josephs, Levine & Company, LLC billed $0 to the Company during
fiscal 2005 for assurance and related services that are reasonably related
to the performance of the 2005 audit or review of the quarterly financial
statements.  Bagell, Josephs, Levine & Company, LLC billed $0 to the
Company during fiscal 2004 for assurance and related services that are
reasonably related to the performance of the 2004 audit or review of the
quarterly financial statements.

Tax Fees

     Bagell, Josephs, Levine & Company, LLC billed $4,000 to the Company during
fiscal 2005 for professional services rendered for tax compliance, tax advice
and tax planning.  Bagell, Josephs, Levine & Company, LLC billed $3,500 to the
Company during fiscal 2004 for professional services rendered for tax
compliance, tax advice and tax planning.

                                    -20-
<PAGE>

All Other Fees

     Bagell, Josephs, Levine & Company, LLC billed $5,000 to the Company in
fiscal 2005 and $2,500 in fiscal 2004 for services not described above.

     It is the policy of the Company's Board of Directors that all services,
other than audit, review or attest services, must be pre-approved by the Board
of Directors acting in lieu of an audit committee.  All of the services
described above were approved by the Board of Directors.










                                    -21-
<PAGE>
                   BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
                        Certified Public Accountants

                             High Ridge Commons
                               Suites 400-403
                         200 Haddonfield Berlin Road
                         Gibbsboro, New Jersey 08026
                     (856) 346-2828   Fax (856) 346-2882


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
National Energy Services Company, Inc.
Egg Harbor Township, New Jersey

We have audited the accompanying consolidated balance sheets of National
Energy Services Company, Inc., as of October 31, 2005 and 2004 and the
related consolidated statements of operations, changes in stockholders'
equity (deficit) and cash flows for the years then ended.  These consolidated
financial statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of National
Energy Services Company, Inc., as of October 31, 2005 and 2004 and the
results of its operations and its cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 14 to the consolidated financial statements, the Company has experienced
substantial net losses for the years ended October 31, 2005 and 2004 that has
resulted in substantial accumulated deficits.  The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern.  Management's plans with regard to these matters
are also described in Note 14.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

As noted in Note 15, the Company has restated it previously issued
consolidated financial statements for the years ended October 31, 2005 and
2004 to properly reflect the notes receivable and payable associated with
a related party.  The effect of this restatement was to include the
various financing arrangements held with a related party, who provides
financing to the Company.  This change had no effect on net loss for the
years ended October 31, 2005 and 2004.


/s/ Bagell, Josephs, Levine & Company, LLC
------------------------------------------
Bagell, Josephs, Levine & Company, LLC
Gibbsboro, New Jersey


January 12, 2006, except for Notes 14 and 15, dated March 17, 2006

        MEMBER OF:  AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
                    SEC PRACETIC SECTION OF THE AICPA (SECPSI)
                    NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                    PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                    FLORIDA STATE BOARD OF ACCOUNTANCY
                                                                F-1
<PAGE>


                    NATIONAL ENERGY SERVICES COMPANY, INC.
                         CONSOLIDATED BALANCE SHEETS
                          OCTOBER 31, 2005 AND 2004

     ASSETS
                                             (Restated)
                                                2005         2004
                                             ----------   ----------

Current Assets:
 Cash and cash equivalents                  $    51,825  $   73,223
 Accounts receivable, net                        86,981      43,116
 Notes receivable - related parties             102,303     174,676
 Notes receivable - other, current portion      360,910   1,819,305
 Prepaid expenses and other current assets       11,427     203,130
                                              ---------    --------
 Total Current Assets                           613,446   2,313,450
                                              ---------    --------

 Fixed assets, net of depreciation                7,360      13,503
 Notes receivable - other, long term            573,631   2,393,628
 Other assets                                         -      88,521
                                              ---------   ---------
TOTAL ASSETS                                $ 1,194,437  $4,809,102
                                              =========   =========

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
 Current portion of note payable - bank     $    28,572  $   28,572
 Current portion of long-term debt               47,049      99,053
 Accounts payable and accrued expenses          161,174     221,882
 Notes payable - related parties                565,526     105,260
 Notes payable - other, current portion         345,928   2,016,329
                                              ---------   ---------
 Total Current Liabilities                    1,148,249   2,471,096
                                              ---------   ---------

Note payable - bank, net of current portion      59,521      88,093
Notes payable - other, net of current portion   573,631   2,393,628
Long-term debt, net of current portion          415,350     151,493
                                              ---------   ---------
 Total Liabilities                            2,196,751   5,104,310

STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock, Series A, $.001 Par
  Value, 500,000 shares authorized,
  187,389 shares were issued and
  outstanding at October 31, 2005
  and 2004, respectively.                           187         187
 Common Stock, $.001 Par Value;
  20,000,000 shares authorized,
  15,698,014 shares issued and
  outstanding at October 31, 2005
  and 2004, respectively.                        15,698      15,698
 Additional Paid-in Capital                   2,453,418   2,453,418
 Deficit                                     (3,471,617) (2,764,511)
                                              ---------   ---------
 Total Stockholders' Equity (Deficit)        (1,002,314)   (295,208)
                                              ---------   ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                           $ 1,194,437  $4,809,102
                                              =========   =========

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                F-2
<PAGE>

                    NATIONAL ENERGY SERVICES COMPANY, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004

                                                           Restated
                                                2005         2004
                                             ----------   ----------

OPERATING REVENUES
 Equipment sales                            $   990,054  $  831,615
 Management revenue                              57,138       4,455
 Energy management revenue                       43,424      74,200
 Miscellaneous                                        -       3,830
                                              ---------    --------
                                              1,090,616     914,100

COST OF SALES                                   607,662     520,987
                                              ---------    --------

GROSS PROFIT (LOSS)                             482,954     393,113
                                              ---------    --------

OPERATING EXPENSES
 Selling expenses                               444,506     399,627
 General and administrative expenses            700,972     513,394
 Depreciation and amortization                    6,142       7,344
                                              ---------    --------
 Total Operating Expenses                     1,151,620     920,365
                                              ---------    --------

LOSS BEFORE OTHER INCOME (EXPENSE)             (668,666)   (527,252)
                                              ---------    --------

OTHER INCOME (EXPENSE)
 Miscellaneous income                            10,066           -
 Interest expense                               (48,506)    (49,300)
                                              ---------    --------
 Total Other (Expense)                          (38,440)    (49,300)
                                              ---------    --------

NET LOSS BEFORE PROVISION FOR INCOME TAXES     (707,106)   (576,552)

Provision for Income Taxes                            -           -
                                              ---------    --------
NET LOSS APPLICABLE TO COMMON SHARES        $  (707,106) $ (576,552)
                                              =========    ========

NET LOSS PER BASIC AND DILUTED SHARES       $     (0.05) $    (0.04)
                                              =========    ========

WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                          15,698,014  15,638,293
                                             ==========  ==========

The accompanying notes are an integral part of the consolidated financial
statements.
                                                                F-3
<PAGE>

                     NATIONAL ENERGY SERVICES COMPANY, INC.
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004


<TABLE>
                      Preferred           Common         Additional
                        Stock              Stock          Paid-in
Description        Shares    Amount    Shares    Amount    Capital     Deficit         Total
----------------------------------------------------------------------------------------------
<S>                <C>       <C>      <C>       <C>     <C>           <C>           <C>
Balance,
 October 31, 2003   78,702       79  15,598,014  15,598   1,444,226    (2,187,959)   (728,056)

Issuance of common
 stock for cash          -        -     100,000     100       8,300             -       8,400

Issuance of
 preferred stock
 for cash          108,687      108           -       -   1,000,892             -   1,001,000

Net loss for
 the year                -        -           -       -           -      (576,552)   (576,552)
                  ---------------------------------------------------------------------------
Balance,
 October 31, 2004  187,389      187  15,698,014  15,698   2,453,418    (2,764,511)   (295,208)

Net loss for
 the year                -        -           -       -           -      (707,106)   (707,106)
                  ---------------------------------------------------------------------------
Balance,
 October 31, 2005  187,389      187  15,698,014  15,698   2,453,418    (3,471,617) (1,002,314)
                  ===========================================================================

</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                                                F-4
<PAGE>

                     NATIONAL ENERGY SERVICES COMPANY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                 FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004


                                             (Restated)
                                                2005          2004
                                             ----------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                    $ (707,106)  $  (576,552)
 Adjustments to reconcile net loss to net
  cash (used in) operating activities

  Depreciation                                    6,143         7,344
  Common stock issues for services                    -             -

 Changes in assets and liabilities
  (Increase) decrease in accounts receivable    (43,865)      140,171
  (Increase) decrease in prepaid expenses
   and other current assets                     191,703       (70,632)
  (Increase) in other assets                     88,521       (10,242)
  (Decrease) in accounts payable and accrued
   expenses                                     (60,708)     (706,850)
                                              ---------     ---------
 Total adjustments                              181,794      (640,209)
                                              ---------     ---------
 Net cash (used in) operating activities       (525,312)   (1,216,761)
                                              ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of fixed assets                          -        (4,208)
 Net proceeds from notes receivable -
  related party                                  72,373       159,616
 Net proceeds from notes receivable           3,278,392       309,599
                                              ---------     ---------
 Net cash provided by investing activities    3,350,765       465,007
                                              ---------     ---------


The accompanying notes are an integral part of the consolidated financial
statements.
                                                                F-5
<PAGE>
                     NATIONAL ENERGY SERVICES COMPANY, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                 FOR THE YEARS ENDED OCTOBER 31, 2005 AND 2004

                                             (Restated)
                                                2005          2004
                                             ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITES
 Proceeds from common stock issuances        $        -   $     8,400
 Proceeds from preferred stock issuances              -     1,001,000
 Repayment of line of credit                          -       (14,172)
 Repayment of note payable - bank               (28,572)      (28,572)
 Net reduction in long-term debt             (3,278,545)     (110,558)
 Net reduction in long-term debt
  - related party                               460,266       (76,777)
                                              ---------     ---------
 Net cash provided by financing activities   (2,846,851)      779,321
                                              ---------     ---------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                    (21,398)       27,567

CASH AND CASH EQUIVALENTS -
 BEGINNING OF PERIOD                             73,223        45,656
                                              ---------     ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD    $   51,825   $    73,223
                                              =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:

CASH PAID DURING THE PERIOD FOR:
 Interest expense                            $   38,440   $   49,300
                                                =======     ========

 Income taxes                                $        -   $      795
                                                =======     ========
SUPPLEMENTAL DISCLOSURE OF NONCASH
 ACTIVITIES:

 Issuance of common stock for services       $        -   $    8,400
                                                =======     ========

 Debt incurred for settlement of bad debts   $  129,147   $        -
                                                =======     ========

 Debt incurred for establishment of
  contingent liability                       $  140,709   $        -
                                                =======     ========

 Disposal of fully depreciated fixed assets  $        -   $    5,167
                                                =======     ========


The accompanying notes are an integral part of the consolidated financial
statements.
                                                                F-6
<PAGE>
                    NATIONAL ENERGY SERVICES COMPANY, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          OCTOBER 31, 2005 AND 2004

NOTE 1 - NATURE OF BUSINESS
         ------------------

         National Energy Services Company, Inc. ("NES") was incorporated
         on February 17, 1998 in Nevada as Coastal Enterprises, Inc. to
         engage in an internet-related business. The Company and National
         Energy Services Company, Inc., an unaffiliated New Jersey
         corporation formed in late 1995 ("NESNJ"), entered into an
         Agreement and Plan of Share Exchange, dated October 19, 2001,
         pursuant to which the shareholders of NESNJ on October 19, 2001
         were issued 10,000,000 shares of common stock of NES, par value
         $0.001 in exchange for one hundred percent (100%) of the issued
         and outstanding shares of NESNJ, which became a wholly owned
         subsidiary of the Company. For accounting purposes, the
         transaction was accounted for as a reverse acquisition.

         The Company is engaged in the business of marketing a
         comprehensive energy management program for long- term care and
         hospitality facilities.  The program features an upgrade to
         lighting fixtures, improved heating, venting and air conditioning
         ("HVAC") equipment, ozone laundry support systems ("OLSS").  The
         facilities generally recover the cost of these renovations
         through the monthly energy savings, resulting in no out-of-pocket
         costs to the facility.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Principles of Consolidation
         ---------------------------

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiary. All significant inter-
         company accounts and transactions have been eliminated in
         consolidation.

         Use of Estimates
         ----------------
         The preparation of financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosures of contingent assets and liabilities at the date of
         the consolidated financial statements and the reported amounts of
         revenues and expenses during the reporting period. Actual results
         could differ from those estimates.
                                                                F-7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -----------------------------------------------------

         Revenue Recognition
         -------------------

         The Company's Energy Gatekeeper Program is a combined service and
         financing agreement whereby the facility has all of its energy
         services managed by the Company and its energy solutions partner.
         The customer obtains new energy efficient lighting, HVAC
         equipment and OLSS systems. All equipment is amortized over a 60-
         month period, with current standard contracts specifying a
         minimum of 36 to 60 months. Additionally, the Company contracts
         carry a 24-month renewal period.

         The Company has signed a master agreement with Charter Management
         LLC for the purpose of obtaining financing from Charter for the
         Company's projects.  Once a contractual agreement is reached
         between the Company and the customer facility, upon credit
         approval, Charter provides financing for energy upgrade and
         retrofit projects to be paid back over a 5 year period, which is
         negotiated at the time of contract signing. This term equals the
         term of the service contract.  Each time a project is funded, the
         Company signs a separate Project Loan Agreement with Charter
         acknowledging responsibility for all loan payments in the event
         of default by the facility.

         Under the Energy Gatekeeper Program, the Company becomes the
         energy manager and receives the facility's energy bills directly
         from the energy suppliers and transporters. Upon receiving the
         energy bills for a facility, the Company consolidates all of the
         facility's energy bills (combining the natural gas, electricity,
         water and sewer bills) into one invoice. The equipment financing
         payment due to Charter is added into the monthly utility bill
         that the customer receives.

         After the different utility costs and the financing costs have
         been combined into one consolidated energy invoice, that invoice
         is sent to the facility and payment from the facility is remitted
         to the Company. Upon receipt of payment for the consolidated
         energy invoice, the Company forwards payment to the individual
         energy suppliers for the actual cost of energy and makes the
         payment to Charter or any other financing institution that
         supplied the capital for the installation of the energy efficient
         upgrades.

         In November 2002, the Financial Accounting Standards Board issued
         EITF 00-21, "Revenue Arrangements with Multiple Deliverables",
         which focuses on the separation and allocation of the arrangement
         fee for revenue arrangements with multiple deliverables.  The
         Company's Gatekeeper Program, in which the Company bundles its
         energy management service package with an installation agreement,
         is such an arrangement.  Accordingly, the Company adopted the
         principles set forth in EITF 00-21 on November 1, 2003 with
         respect to the fiscal year that commenced on that date.  The
         adoption of the principles of EITF 00-21 has not had a material
         effect on the Company's financial statements, since it was

                                                                F-8
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -----------------------------------------------------

         Revenue Recognition (Continued)
         ------------------------------

         the Company's policy prior to implementation of EITF 00-21 that
         the Company bills separately for the energy management services
         and the installation, and that one service is not contingent on
         the other.

         Certain fees the Company will receive are not necessarily
         provided for in a separate agreement, such as management revenue,
         rather they are bundled in the same agreement entered into for
         the initial equipment sale. However, the Company values each
         element in accordance with the provisions of the Statement of
         Financial Concepts No. 5, "Recognition and Measurement in
         Financial Statements of Business Enterprises."

         Under SFAC 5, the Company recognizes revenue for each of its
         components when the revenue is realized or realizable and earned
         when persuasive evidence of an arrangement exists; delivery has
         occurred or services have been rendered; the price is fixed or
         determinable; and collectibility is reasonably assured. When
         considering the types of arrangement the Company enters into, all
         of the criteria are present, and therefore, are recorded in
         accordance with the authoritative literature.

         The Company recognizes revenue from equipment sales upon
         installation.   Management revenues and management energy
         revenues are recognized and billed monthly as earned, or as
         commissions when the equipment sales are final at the time of
         installation, which is the time the earnings process is
         completed. Management revenue includes fees earned for processing
         rebate claims for customers. Energy management revenue is a fee
         charged the customer to ensure that the customer is being billed
         correct rates and tariffs by the utilities. Energy sales occur
         when the Company purchases energy directly from a utility
         provider and resells it to a user.

         On March 16, 2000, the Emerging Issues Task Force issued EITF 99-19
         "Recording Revenue as a Principal versus Net as an Agent" which
         addresses the issue of how and when revenues should be recognized on
         a Gross or Net method as the title implies.  The Company has applied
         the principles set forth in EITF 99-19 and determined that all of the
         revenue that it realized in fiscal year 2005 should be recognized on
         a gross basis.  In fiscal year 2004, all of the Company's revenue was
         recognized on a gross basis, except that sales of equipment that were
         financed by PP&L Spectrum were recognized on a net basis because the
         amount that National Energy earned on those sales was fixed by the
         contract between the Company and PP&L Spectrum, National Energy had no
         discretion in selection of suppliers, and National Energy had no
         physical loss inventory risk.

         Cash and Cash Equivalents
         -------------------------

         The Company considers all highly liquid debt instruments and
         other short-term investments with an initial maturity of three
         months or less to be cash equivalents. The Company maintains cash
         and cash equivalent balances at several financial institutions
         that are insured by the Federal Deposit Insurance Corporation up
         to $100,000.
                                                                F-9
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -----------------------------------------------------

         Property and Equipment
         ----------------------

         All property and equipment are recorded at cost and depreciated
         over their estimated useful lives, generally three, five or seven
         years, using the straight-line method. Upon sale or retirement,
         the costs and related accumulated depreciation are eliminated
         from their respective accounts, and the resulting gain or loss is
         included in the results of operations.  Repairs and maintenance
         charges, which do not increase the useful lives of the assets,
         are charged to operations as incurred.

         Income Taxes
         ------------

         The income tax benefit is computed on the pretax loss based on
         the current tax law. Deferred income taxes are recognized for the
         tax consequences in future years of differences between the tax
         basis of assets and liabilities and their financial reporting
         amounts at each year-end based on enacted tax laws and statutory
         tax rates.

         (Loss) Per Share of Common Stock
         --------------------------------

         Historical net (loss) per common share is computed using the
         weighted average number of common shares outstanding. Diluted
         earnings per share (EPS) include additional dilution from common
         stock equivalents, such as stock issuable pursuant to the
         exercise of stock options and warrants. Common stock equivalents
         are not included in the computation of diluted earnings per share
         when the Company reports a loss because to do so would be anti-
         dilutive for the periods presented.

         The following is a reconciliation of the computation for basic
         and diluted EPS:


                                          October 31,         October 31,
                                             2005                2004
                                          -----------         -----------
         Net Loss                          ($707,106)          ($576,552)
                                            --------            --------
         Weighted-average common shares
          outstanding (Basic)             15,698,014          15,638,293

         Weighted-average common stock
          equivalents:
           Stock options and warrants              -                   -

         Weighted-average common shares
          outstanding (Diluted)           15,698,014          15,638,293
                                          ==========          ==========

         Options and warrants outstanding to purchase stock were not
         included in the computation of diluted EPS because inclusion
         would have been anti-dilutive.
                                                                F-10
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -----------------------------------------------------

         Fair Value of Financial Instruments
         -----------------------------------

         The carrying amount reported in the consolidated balance sheets
         for cash and cash equivalents, accounts receivable, accounts
         payable, accrued expenses and notes payable approximate fair
         value because of the immediate or short-term maturity of these
         financial instruments.

         Advertising
         -----------

         Costs of advertising and marketing are expensed as incurred.
         Advertising and marketing costs were $3,122 and $6,105 for the
         years ended October 31, 2005 and 2004, respectively.

         Stock-Based Compensation
         ------------------------

         Through the end of fiscal 2005 the Company has elected to follow
         Accounting Principles Board Opinion No. 25, "Accounting for Stock
         Issued to Employees" (APB No. 25), and related interpretations,
         in accounting for their employee stock options rather than the
         alternative fair value accounting allowed by SFAS No. 123,
         "Accounting for Stock-Based Compensation", and has adopted the
         enhanced disclosure provisions of SFAS No. 148, "Accounting for
         Stock Based Compensation - Transition and Disclosures", an
         amendment of SFAS No. 123. APB No. 25 provides that the
         compensation expense relative to the Company's employee stock
         options is measured based on the intrinsic value of the stock
         option.  SFAS No. 123 requires companies that continue to follow
         APB No. 25 to provide a pro-forma disclosure of the impact of
         applying the fair value method of SFAS No. 123.

         In December 2004, the FASB issued Financial Accounting Standards
         No. 123 (revised 2004) (FAS 123R), "Share-Based Payment."  FAS
         123R replaces FAS No. 123, "Accounting for Stock-Based
         Compensation," and supersedes APB Opinion No. 25, "Accounting for
         Stock Issued to Employees."  FAS 123R requires compensation
         expense related to share-based payment transactions, measured as
         the fair value at the grant date, to be recognized in the
         financial statements over the period that an employee provides
         service in exchange for the award.  The Company intends to adopt
         FAS 123R using the "modified prospective" transition method, as
         defined in FAS 123R.  Under the modified prospective method,
         companies are required to record compensation cost prospectively
         for the unvested portion, as of the date of adoption, of
         previously issued and outstanding awards over the remaining
         vesting period of such awards.  FAS 123R is effective January 1,
         2006.  The Company is evaluating the impact of FAS 123R on its
         results and financial position.
                                                                F-11
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         -----------------------------------------------------

         Stock-Based Compensation
         ------------------------

         The Company measures compensation expense for its non-employee
         stock-based compensation under the Financial Accounting Standards
         Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
         "Accounting for Equity Instruments that are Issued to Other Than
         Employees for Acquiring, or in Conjunction with Selling Goods or
         Services".  The fair value of the option issued is used to
         measure the transaction, as this is more reliable than the fair
         value of the services received.  The fair value is measured at
         the value of the Company's common stock on the date that the
         commitment for performance is complete.  The fair value of the
         equity instrument is charged directly to compensation expense and
         additional paid-in-capital.

         Provision for Bad Debt
         ----------------------

         The Company reports receivables at their outstanding principal
         balance, adjusted for any charge-offs, allowances for losses or
         doubtful accounts, any deferred fees or costs on originated
         loans, and any unamortized premium or discount on purchased
         loans.

         The Company provides for allowances for bad debts based on the
         past history of uncollectible accounts, as recently the Company
         has an excellent history with its collection process.  All debts
         are written off when all measures have been exhausted for
         collection.  The majority of the bad debts expense for the fiscal
         year ended October 31, 2005 is related to the funding and
         subsequent expensing of the contingent liability associated with
         PPL Spectrum, Inc. (see Note 7).  Bad debt expense in total for
         the years ended October 31, 2005 and 2004 was $185,344 and
         $62,327, respectively.

NOTE 3 - FIXED ASSETS
         ------------

         Fixed assets consist of the following at October 31, 2005 and 2004:

                                                   2005             2004
                                                 --------        ----------
         Office equipment                       $  29,793       $    29,793
         Furniture and fixtures                     2,107             2,107
         Leasehold improvements                     2,900             2,900
                                                  -------           -------
                                                   34,800            34,800
         Accumulated Depreciation                 (27,440)          (21,297)
                                                  -------           -------
         Total                                  $   7,360       $    13,503
                                                  =======           =======

         Depreciation expense was $6,143 and $7,344 for the years ended
         October 31, 2005 and 2004.
                                                                F-12
<PAGE>

NOTE 4 - ACCOUNTS RECEIVABLE
         -------------------

         Accounts receivable represent amounts due the Company for the
         sales of the equipment.  At October 31, 2005 and 2004, the
         Company has $86,981 and $43,116, respectively.  The Company has
         not established an allowance, as these customers have an
         excellent history of remitting payment.

NOTE 5 - NOTES RECEIVABLE - OFFICERS & EMPLOYEES
         ---------------------------------------

         Prior to 2002, the Company entered into lending arrangements with
         a number of employees, officers and directors, and received notes
         for the amounts advanced by it.  The notes do not stipulate a
         repayment date.  Therefore management of the Company has treated
         them as due on demand, and has classified the notes as current
         assets. These notes receivable carry no stated interest rate. The
         notes receivable due the Company at October 31, 2005 and 2004 are
         $102,302 and 174,676, respectively.


NOTE 6 - NOTE PAYABLE - BANK
         -------------------

         The Company has a $200,000 loan with Commerce Bank, which carries
         an interest rate of the bank's prime rate plus 1% (6.25% at
         October 31, 2005).  The loan was originally a line of credit, but
         was subsequently refinanced and converted into a 4 year loan.  As
         of October 31, 2005 and 2004, the balance owed was $88,093 and
         $116,665, respectively. The loan is secured by substantially all
         corporate assets and a shareholder/officer guarantee.

NOTE 7 - LONG-TERM DEBT
         --------------

         Long-term debt consists of residual liabilities arising from the
         Company's now-terminated financing arrangements with PPL
         Spectrum, Inc. ("PPL").  In prior fiscal years, PPL provided
         financing to the Company's clients in connection with the
         Company's Energy Gatekeeper Program.  Under its arrangement with
         PPL, the Company executed notes payable to PPL for the amount of
         the financing, and took notes receivable from the client in like
         amount.

         Effective March 1, 2005, the Company entered into an agreement
         with PPL in which the Company assigned the client notes to PPL,
         and PPL released the Company from liability under its notes to
         PPL.  That transaction reduced the Company's assets by
         $3,062,257, the amount of the notes assigned to PPL, and reduced
         the Company's liabilities by the same amount, representing the
         Company's obligation on the note released by PPL.  At the same
         time, however, the Company contracted to pay $1,400 per month
         toward a reserve for any bad debts among the notes it assigned to
         PPL.  The Company has recorded the present value of that
         obligation on its balance sheet as a debt.  As of October 31,
         2005, the balance of the debt was $122,731, of which $10,117 is
         reflected as a current liability.
                                                                F-13
<PAGE>

NOTE 7 - LONG-TERM DEBT (Continued)
         -------------------------

         Additionally, the Company has also contracted to fund a
         contingent liability to reimburse PPL for bad debts of certain
         customers should the customer file for protection in bankruptcy.
         The agreement was consummated in June 2005, and the Company
         became obligated to fund $140,709 over a ten (10) year period.
         This obligation carries an imputed interest rate of 6%.  As of
         October 31, 2005 and 2004, the balance was $136,225 of which
         $11,229 is classified as a current obligation.

         During its 2004 fiscal year, the Company entered into a
         settlement agreement with PPL with respect to certain aged
         obligations from the Company to PPL.  The payables were
         consolidated into a three-year promissory note in the amount of
         $314,047 bearing interest at 18% per annum.   Effective March 1,
         2005, this note was renegotiated to lower the interest rate to
         8%.  The Company considered EITF 96-19 to determine that no gain
         should be recognized on the modification of the loan. The balance
         due on the note at March 1, 2005 was $219,473 payable over seven
         years. The balances at October 31, 2005 and 2004 outstanding under
         this note were $203,443 and 250,546 respectively.

         During the year ended October 31, 2005, the cumulative effect of
         the Company's obligations to PPL on the Company's statement of
         operations was represented by an interest expense of $40,621.

         Current maturities of all long-term debt consisted of the
         following as of October 31, 2005:

                       2006         $ 75,621
                       2007           79,071
                       2008           82,779
                       2009           60,570
                       2010           40,680
                       Thereafter    211,771
                                     -------
                                    $550,492
                                     =======

NOTE 8 - NOTES PAYABLE - RELATED PARTIES
         -------------------------------

         The Company has various note payables with stockholders and
         officers of the Company in the amount of $565,526 and $80,901 at
         October 31, 2005 and 2004, respectively. These notes have no
         stated interest rates or repayment terms.  Therefore, the Company
         has classified them as current liabilities.
                                                                F-14
<PAGE>

NOTE 9-  STOCKHOLDERS' EQUITY (DEFICIT)
         -----------------------------

         The Company has authorized 20,000,000 shares of $0.001 par value
         common stock. At October 31, 2005 and 2004, the Company had
         15,698,014 shares of common stock issued and outstanding,
         respectively.

         The Company has authorized 500,000 shares of $0.001 par value
         preferred stock, Series A. At October 31, 2005 and 2004, the
         Company had 187,389 shares of preferred stock issued and
         outstanding, respectively. In January 2004, the Company issued
         108,687 shares of preferred stock for $1,001,000.  The Series A
         preferred shares convert at a ratio of 58:1 into shares of common
         stock. As of October 31, 2005 and 2004, no preferred shares have
         been converted.

         In the first quarter of fiscal 2004, the Company issued 100,000
         shares of common stock for services rendered. The value of the
         issuance of these shares was $8,400  (.084 per share).

         There were no options or warrants granted, exercised or expired
         by the Company for the years ended October 31, 2005 and 2004.
         The Company does not have any options or warrants outstanding.

NOTE 10- COMMITMENTS
         -----------

         Leases
         ------

         The Company currently leases its New Jersey office space under a
         lease that expired in May 2003, and was renewed on a month-to-
         month basis. Payments under this lease were $22,254 and $21,996
         for the years ended October 31, 2005 and 2004 respectively.

         The Company also has an office in Pennsylvania that had been
         under a one-year lease with a one-year extension that expires
         December 31, 2004. Payments under this lease were $2,100 and
         $12,600 for the years ended October 31, 2005 and 2004,
         respectively.  Effective August 1, 2004, the Company abandoned
         the Pennsylvania office and requested the landlord to locate a
         replacement tenant as soon as possible.  The Company continued to
         honor the existing lease through the end of the term.
                                                                F-15
<PAGE>

NOTE 10- COMMITMENTS (Continued)
         ----------------------

         Leases
         ------

         The Company also has a various lease agreements for certain
         office equipment, expiring in 2009. Payments under this lease
         were $1,231 and $10,531 for the years ended October 31, 2004 and
         2003, respectively.

         Future lease commitments at October 31, 2005:

                           2006                 $ 4,644
                           2007                   4,776
                           2008                   4,923
                           2009                     671
                                                -------
                           Subtotal              15,014
                           Amount representing
                            interest              1,230
                                                -------
                           Total lease costs    $16,244
                                                =======

NOTE 11- PROVISION FOR INCOME TAXES
         --------------------------

         Deferred income taxes will be determined using the liability
         method for the temporary differences between the financial
         reporting basis and income tax basis of the Company's assets and
         liabilities.  Deferred income taxes will be measured based on the
         tax rates expected to be in effect when the temporary differences
         are included in the Company's consolidated tax return.  Deferred
         tax assets and liabilities are recognized based on anticipated
         future tax consequences attributable to differences between
         financial statement carrying amounts of assets and liabilities
         and their respective tax bases.

         At October 31, 2005 and 2004 deferred tax assets consist of the
         following:
                                                2005                2004
                                              ---------          ---------
         Deferred tax assets                 $1,105,000         $  912,228
         Less:  valuation allowance          (1,105,000)          (912,228)
                                              ---------           --------
         Net deferred tax assets             $        -         $        -
                                              =========           ========

         At October 31, 2005 and 2004, the Company had a federal net
         operating loss carry forward in the approximate amounts of
         $3,349,000 and $2,764,000, respectively, available to offset
         future taxable income.  The Company established valuation
         allowances equal to the full amount of the deferred tax assets
         due to the uncertainty of the utilization of the operating losses
         in future periods.
                                                                F-16
<PAGE>

NOTE 12- LITIGATION
         ----------

         The Company has initiated a lawsuit against one of its customers
         for failure to submit payment of the outstanding balance due on the
         loan.  The complaint was filed in the Atlantic County Courthouse in
         the State of New Jersey.  The outstanding balance due on this loan
         is currently $64,256.  The Company is seeking a judgment in the
         above amount, plus interest and costs associated with initiating
         this action.

NOTE 13- GOING CONCERN
         -------------

         As shown in the accompanying consolidated financial statements, the
         Company incurred substantial net losses for the years ended October
         31, 2005 and 2004.  There is no guarantee whether the Company will
         be able to generate enough revenue and/or raise capital to support
         those operations.  This raises substantial doubt about the
         Company's ability to continue as a going concern.

         Management also states that they are confident that they can
         improve operations and raise the appropriate funds needed through
         the advancements in energy conservation over the past year.

         The consolidated financial statements do not include any
         adjustments that might result from the outcome of these
         uncertainties.

NOTE 14- RELATED PARTY TRANSACTIONS
         --------------------------

         A related party has provided financing for the Company's
         various customers.  The Company records the various
         receivables from the customers and a corresponding payable to
         the related party.  Initially, the Company had consulted FIN
         45 for clarification as to the proper recording and inclusion
         of these amounts in the financial statements.  However, the
         Company has signed separate financing agreements with the
         related party, thereby negating the exception for exclusion of
         the amounts.  As such, these receivables and payables have
         been included in the financial statements in the amount of
         $919,558 and $4,409,957 of which $345,928 and $2,016,329 is
         classified as current for the years ended October 31, 2005 and
         2004, respectively.


NOTE 15- RESTATEMENT
         -----------

         The Company has restated its balance sheet for the year ended
         October 31, 2005 and 2004.  The Company had revised its policy
         utilized for the "pass-through" amounts attributed to both
         Charter Management and PPL Spectrum, Inc. in the fact that
         these amounts should not be included in the Company's
         financial statements.  As such, the prior year balance sheet
         had been restated to reflect the Company's position.  The
         restatement resulted in a removal of $4,230,699 in both

                                                                F-17
<PAGE>

NOTE 15- RESTATEMENT (Continued)

         loans receivable and loans payable from the October 31, 2004
         balance sheet.   The total assets were decreased from
         $4,809,103 to $578,404, and the total liabilities were
         decreased from $5,104,311 to $873,612.  However, pursuant to
         the exclusion exception associated with FIN 45 and in relation
         with the common ownership statutes, the Company has reversed
         its position.  The reversal of opinion is attributed to the
         fact the Company has signed separate financing agreements with
         Charter Management LLC, thereby negating the exclusion
         exception.  As such, the Company has restated its financial
         statements for the years ended October 31, 2005 and 2004 to
         include the notes receivable and payable related with the
         common owner.

                                                                F-18
<PAGE>

                                 SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 National Energy Services Company, Inc.


                                 By: /s/ John A. Grillo
                                 -----------------------------
                                 John A. Grillo, President

     In accordance with the Exchange Act, this Report has been signed below
on February 13, 2006 by the following persons, on behalf of the Registrant
and in the capacities and on the dates indicated.

/s/ John A. Grillo
--------------------------
John A. Grillo, Director,
Chief Executive Officer,
Chief Financial Officer


/s/ John T. O'Neill
--------------------------
John T. O'Neill, Director

/s/ Deborah O'Neill
--------------------------
Deborah O'Neill, Director