SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the Fiscal Year Ended September 30, 2006

                                       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: 001-32998

                        Energy Services Acquisition Corp.
          ----------------------------------------------------
         (Exact Name of Registrant as Specified in its Charter)

          Delaware                                    20-4606266
  -------------------------------         -------------------------------------
 (State or Other Jurisdiction            (I.R.S. Employer Identification Number)
 of Incorporation or Organization)

   2450 First Avenue, Huntington, West Virginia                       25703
  ---------------------------------------------                   -------------
   (Address of Principal Executive Office)                         (Zip Code)

                                 (304) 528-2791
                -------------------------------------------------
               (Registrant's Telephone Number including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

                                                           Name of Each Exchange
 Title of Class                                             On Which Registered
------------------                                         ---------------------

Common Stock, par value $0.0001 per share                American Stock Exchange

Units (each Unit consisting of one share
of Common Stock and two Warrants)                        American Stock Exchange

Warrants (each Warrant is exercisable                    American Stock Exchange
for one share of Common Stock)

           Securities Registered Pursuant to Section 12(g) of the Act:

                                      None
                                 ---------------
                                (Title of Class)

     Indicate by check mark if the registrant is a well-known  seasoned  issuer,
as defined in Rule 405 of the Securities Act.   YES  X    NO
                                                   -----     ----

     Indicate by check mark if the  registrant  is not  required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES       NO X
                                                       -----    ----

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
requirements for the past 90 days. YES X    NO.
                                      ----     ----

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

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large Accelerated Filer [ ]   Accelerated Filer [ ]    Non-Accelerated Filer [X]

     As of December 8, 2006, there were issued and outstanding 10,750,000 shares
of the Registrant's Common Stock.

     Indicate  by check mark  whether  the  Registrant  is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act). YES X      NO
                                               ----      ----

     The aggregate market value of the voting and non-voting  common equity held
by  non-affiliates  of the  Registrant,  computed by  reference to the last sale
price on March 31, 2006, as reported by the American Stock  Exchange,  was zero,
as the Company's securities commenced trading on August 31, 2006.

                       DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>


                        Energy Services Acquisition Corp.
                           Annual Report On Form 10-K
                            For The Fiscal Year Ended
                               September 30, 2006


                                Table Of Contents

                                     PART I

ITEM 1.       Business.........................................................1

ITEM 1A.      Risk Factors.....................................................9

ITEM 2.       Properties......................................................22

ITEM 3.       Legal Proceedings...............................................22

ITEM 4.       Submission of Matters to a Vote of Security Holders.............22

                                     PART II

ITEM 5.       Market for Registrant's Common Equity, Related Stockholder
               Matters and Issuer Purchases of Equity Securities..............22

ITEM 6.       Selected Financial Data.........................................24

ITEM 7.       Management's Discussion and Analysis of Financial Condition
               and Results of Operations......................................24

ITEM 7A.      Quantitative and Qualitative Disclosures About Market Risk......26

ITEM 8.       Financial Statements and Supplementary Data.....................26

ITEM 9.       Changes In and Disagreements With Accountants on
               Accounting and Financial Disclosure............................26

ITEM 9A.      Controls and Procedures.........................................26

ITEM 9B.      Other Information...............................................26

                                    PART III

ITEM 10.      Directors and Executive Officers of the Registrant..............26

ITEM 11.      Executive Compensation..........................................28

ITEM 12.      Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.....................29

ITEM 13.      Certain Relationships and Related Transactions..................30

ITEM 14.      Principal Accountant Fees and Services..........................31

                                     PART IV

ITEM 15.      Exhibits and Financial Statement Schedules......................31

Signatures    ................................................................33


<PAGE>
                                     PART I

ITEM 1.           Business

Forward Looking Statements

     This Annual Report contains certain "forward-looking  statements" which may
be  identified by the use of words such as  "believe,"  "expect,"  "anticipate,"
"should,"  "planned,"  "estimated" and "potential."  Examples of forward-looking
statements  include,  but are not  limited  to,  estimates  with  respect to our
financial  condition,  results of  operations  and business  that are subject to
various factors which could cause actual results to differ materially from these
estimates and most other  statements  that are not  historical in nature.  These
factors include,  but are not limited to, general and local economic conditions,
changes in interest rates, deposit flows, demand for mortgage,  and other loans,
real estate values, competition,  changes in accounting principles, policies, or
guidelines,   changes  in  legislation  or  regulation,   and  other   economic,
competitive,  governmental,  regulatory, and technological factors affecting our
operations, pricing products and services.

Overview

     We are a blank check company incorporated in Delaware on March 31, 2006, in
order  to  serve as a  vehicle  for a  business  combination  with an  operating
business or businesses. Our efforts in identifying a prospective target business
will not be limited to a  particular  industry,  although we intend to focus our
efforts  on cash  flow  positive  companies  that  have  historically  generated
positive  earnings  before  interest,  taxes and  depreciation in basic industry
opportunities involving energy services. Although we intend to focus our efforts
on acquiring an operating  business in the energy services sector  headquartered
in North America, we will consider opportunities to acquire a business unrelated
to the energy  services  sector should such an  opportunity  be presented to us.
Consequently,  we are not  limited  to  acquiring  a company  in any  particular
industry or type of business.

     On September 6, 2006, we completed our initial public offering of 8,600,000
units.  Each unit  consists of one share of our common  stock and two  warrants,
each to purchase one share of our common stock at an exercise price of $5.00 per
share.  The units were sold at an offering  price of $6.00 per unit,  generating
gross proceeds of $51,600,000.  After deducting the  underwriting  discounts and
commissions  and the  offering  expenses,  the total net proceeds to us from the
public offering that were deposited into a trust fund were $48,972,000.  The net
proceeds  deposited  into the trust  fund  remain on  deposit  in the trust fund
earning interest and dividends.  As of September 30, 2006, there was $50,181,173
held in the trust fund,  which includes  $2,000,000  raised in connection with a
prior private placement of common stock and warrants.

     On October 3, 2006, we were informed by Ferris, Baker Watts,  Incorporated,
the lead underwriter for our initial public offering of units, that the separate
trading of the our common stock and warrants may commence on or about October 3,
2006.  On October 3, 2006,  the common stock and warrants  began to trade on the
American Stock Exchange under the symbols "ESA" and "ESA-WS," respectively.

     We are not presently engaged in, and we will not engage in, any substantive
commercial  business  until we consummate a business  combination.  We intend to
utilize our cash,  including  the funds held in the trust fund,  capital  stock,
debt or a combination  of the foregoing in effecting a business  combination.  A
business  combination  may involve the acquisition of, or merger with, a company
which  does not  need  substantial  additional  capital  but  which  desires  to
establish a public  trading  market for its shares,  while  avoiding what it may
deem to be adverse  consequences of undertaking a public offering itself.  These
include time delays,  significant expense, loss of voting control and compliance
with various Federal and state securities laws. In the alternative,  we may seek
to  consummate a business  combination  with a company  that may be  financially
unstable or in its early stages of development or growth.

     Examples of qualities we will look for in a target company include:

     o    experienced operating management groups;
                                       1
<Page>

     o    demonstrated  track  records  of  historical  growth in  revenues  and
          positive cash flow;

     o    involvement  in  an  industry  providing  opportunity  for  additional
          acquisitions;

     o    regulatory or technical barriers to entry; and/or

     o    companies with  identifiable  growth  prospects with a need for growth
          capital.

     We intend to seek our target business  opportunities  from various internal
and external sources. We believe that we will be able to generate deal flow from
internal sources  primarily  resulting from personal  contacts and relationships
that our  officers  and  directors  have  developed  and maintain in the private
equity and mergers and acquisition  industry,  as well as through  relationships
they  have  developed  and  maintain  with  various   professionals,   including
accountants,  consultants,  commercial bankers, attorneys,  regional brokers and
other investors.  Initially, we intend to utilize these contacts for the purpose
of assisting us in identifying and evaluating potential acquisition  candidates,
although  no such  activities  have  been  initiated  yet.  We will also seek to
generate potential  transactions from external sources by contacting  investment
bankers,  venture capital funds,  private equity funds, and other members of the
financial community which may present solicited or unsolicited proposals.  While
our  management  team is  experienced  in  running  companies  in a  variety  of
industries  we have not run a company  in the  energy  services  sector.  We are
working  with our  advisors to identify  persons  with  expertise  in the energy
services sector.  Such  individuals,  it is hoped, will assist us in identifying
and evaluating acquisition opportunities in the energy services sector.

Selection of a target business and structuring of a business combination

     Marshall T. Reynolds is supervising  the process of evaluating  prospective
target  businesses,  and we expect that he will devote  substantial  time to our
business  once we have signed a term sheet with a target  business that provides
for a  business  combination  conditioned  in  part  on  the  completion  of due
diligence.  Marshall T. Reynolds will be assisted in his efforts by us, together
with our outside attorneys, accountants and other representatives.

     Subject to the requirement that our initial business combination, which may
be a transaction to acquire one or more businesses simultaneously,  must be with
a target  business  with a fair  market  value  that is at least  80% of our net
assets   (excluding   deferred   non-accountable   expense   allocation  of  the
underwriters held in trust) at the time of such acquisition, our management will
have  virtually   unrestricted   flexibility  in  identifying  and  selecting  a
prospective target business.  In evaluating a prospective  target business,  our
management will consider, among other factors, the following:

     o    financial condition and results of operation;

     o    cash flow potential;

     o    growth potential;

     o    experience  and skill of  management  and  availability  of additional
          personnel;

     o    capital requirements;

     o    competitive position;

     o    barriers to entry;

     o    stage of development of the products, processes or services;

     o    customer base;

                                       2
<page>

     o    security measures employed to protect technology,  trademarks or trade
          secrets;

     o    degree of current or  potential  market  acceptance  of the  products,
          processes or services;

     o    proprietary  features  and degree of  intellectual  property  or other
          protection of the products, processes or services;

     o    regulatory environment of the industry; and

     o    costs associated with effecting the business combination.

     These  criteria  are  not  intended  to  be  exhaustive  and  we  have  not
established  any  specific  quantitative  criteria  or  formula  to  evaluate  a
prospective  target business.  We will consider  acquiring an underperforming or
distressed company based on the above-listed factors,  although we do not intend
to focus our efforts on acquiring such a company. Any evaluation relating to the
merits  of a  particular  business  combination  will be  based,  to the  extent
relevant,  on the above factors as well as other considerations  deemed relevant
by our  management  in  effecting  a business  combination  consistent  with our
business objective. In evaluating a prospective target business, we will conduct
an extensive  due  diligence  review which will  encompass,  among other things,
meetings with incumbent  management  and  inspection of  facilities,  as well as
review of financial and other information which will be made available to us.

     The structure of a particular  business  combination may take the form of a
merger,  capital stock exchange,  asset acquisition or other similar  structure.
Although we have no current commitments to issue our securities,  we may issue a
substantial  number of additional shares of our common stock or preferred stock,
a combination of common and preferred stock, or debt  securities,  to complete a
business combination.

     The time and costs required to select and evaluate a target business and to
structure and complete the business  combination cannot presently be ascertained
with  any  degree  of  certainty.   Any  costs  incurred  with  respect  to  the
identification  and  evaluation  of a prospective  target  business with which a
business combination is not ultimately completed will result in a loss to us and
reduce  the  amount of  capital  available  to  otherwise  complete  a  business
combination.  However,  we will not pay any finder's or  consulting  fees to our
initial  stockholders,  or any of  their  respective  affiliates,  for  services
rendered to or in connection  with a business  combination.  We will not, and no
other person or entity will, pay any finder's or consulting fees to our existing
directors,  officers or stockholders, or any of their respective affiliates, for
services rendered to or in connection with a business combination.  In addition,
we will not make any other  payment to them out of the  proceeds  of our initial
public  offering (or the funds held in trust) other than  reimbursement  for any
out-of-pocket  expenses they incur in conducting due diligence,  the payments to
Chapman  Printing Co. for  reimbursable  expenses  and for the  repayment of the
$225,000  in advances  from  Marshall  T.  Reynolds  to us (which  consists of a
$150,000  loan plus the  advance  of $75,000  for the  American  Stock  Exchange
listing fee).  This  arrangement is being agreed to by Chapman  Printing Co. for
our benefit and is not intended to provide Marshall T. Reynolds  compensation in
lieu of salary.

Fair market value of target business

     The initial target  business or businesses that we acquire must have a fair
market  value  equal  to at  least  80% of our net  assets  at the  time of such
acquisition.  Deferred  non-accountable  expense  allocation of the underwriters
held in trust shall be excluded  from our net assets  when  calculating  the 80%
fair market value  requirement.  The fair market value of such  business will be
determined by our board of directors based upon standards  generally accepted by
the financial community,  such as actual and potential sales,  earnings and cash
flow and book value. To further minimize the potential  appearance of a conflict
of interest,  we will not consummate a business combination with an entity which
is affiliated with any of our initial stockholders, officers or directors unless
we  obtain an  opinion  from an  independent  investment  banking  firm that the
business combination is fair to our stockholders from a financial point of view.
In the event that we obtain such  opinion,  we will file it with the  Securities
and Exchange Commission.

                                       3
<Page>

Stockholder approval of business combination

     Prior to the  completion  of a  business  combination,  we will  submit the
transaction  to  our  stockholders  for  approval,  even  if the  nature  of the
acquisition is such as would not ordinarily require  stockholder  approval under
applicable  state law. In  connection  with  seeking  stockholder  approval of a
business  combination,  we will furnish our stockholders with proxy solicitation
materials  prepared in  accordance  with the  Securities  Exchange  Act of 1934,
which, among other matters,  will include a description of the operations of the
target business and audited historical financial statements of the business.

     In connection with the vote required for any business  combination,  all of
our initial  stockholders,  including  all of our officers and  directors,  have
agreed to vote their respective shares of common stock owned by them immediately
prior to our  initial  public  offering,  as well as any shares of common  stock
acquired in  connection  with or  following  our  initial  public  offering,  in
accordance  with the  majority of the shares of common stock voted by the public
stockholders.  We will proceed with the business  combination only if a majority
of the  shares of common  stock  voted by the public  stockholders  are voted in
favor of the business  combination and public  stockholders owning less than 20%
of the shares sold in our initial public offering both vote against the business
combination  and exercise  their  conversion  rights.  We will only structure or
consummate a business  combination in which all  stockholders  exercising  their
conversion  rights, up to 19.99%, are entitled to receive their pro rata portion
of the trust account (net of taxes payable). Additionally, we will not propose a
business  combination to our  stockholders  which includes a provision that such
business  combination  will not be consummated if stockholders  owning less than
19.99% vote against such  business  combination  and exercise  their  conversion
rights  as  described  herein.  In  addition,  if  we  seek  approval  from  our
stockholders  to  consummate  a  business  combination  within  90  days  of the
expiration of 24 months (assuming that the period in which we need to consummate
a business  combination  has been  extended,  as  provided  in our  amended  and
restated  certificate  of  incorporation)  from the date of our  initial  public
offering,  the proxy statement  related to such business  combination  will also
seek  stockholder  approval for our board's  recommended plan of dissolution and
distribution,  in the  event  our  stockholders  do not  approve  such  business
combination.

Conversion rights

     At the time we seek stockholder  approval of any business  combination,  we
will offer each public stockholder the right to have such  stockholder's  shares
of common stock converted to cash if the stockholder  votes against the business
combination and the business  combination is approved and completed.  The actual
per-share  conversion  price will be equal to the  amount in the trust  account,
inclusive  of any  interest  (calculated  as of two  business  days prior to the
consummation  of the proposed  business  combination),  divided by the number of
shares of common stock sold in our initial public offering.  Without taking into
account any interest  earned on the trust account or related  income taxes,  the
initial  per-share  conversion price would be approximately  $5.81 or $0.19 less
than the per-unit  offering price of $6.00. We will take steps to try to protect
the assets held in trust from third-party  claims.  However,  to the extent that
such claims are successfully made against the trust assets,  they may reduce the
per-share conversion price below approximately $5.81.

     An  eligible  stockholder  may  request  conversion  at any time  after the
mailing to our  stockholders  of the proxy statement and prior to the vote taken
with  respect  to a proposed  business  combination  at a meeting  held for that
purpose,  but the  request  will not be  granted  unless the  stockholder  votes
against the business  combination  and the business  combination is approved and
completed.  Any request for conversion,  once made, may be withdrawn at any time
up to  the  date  of  the  meeting.  It is  anticipated  that  the  funds  to be
distributed  to  stockholders   entitled  to  convert  their  shares  who  elect
conversion  will  be  distributed   promptly  after  completion  of  a  business
combination. Public stockholders who convert their stock into their share of the
trust  account  still have the right to exercise the warrants that they received
as part of the units.  We will not complete any business  combination  if public
stockholders,  owning  an  aggregate  of 20% or more of the  shares  sold in our
initial public  offering both vote against a business  combination  and exercise
their  conversion  rights.  We will only  structure  or  consummate  a  business
combination in which all stockholders  exercising their conversion rights, up to
19.99%, are entitled to receive their pro rata portion of the trust account (net
of taxes payable).  Additionally,  we will not propose a business combination to
our stockholders which includes a provision that such business  combination will
not be  consummated  if  stockholders  owning less than 19.99% vote against such
business  combination and exercise their conversion  rights as described herein.
In addition,  if we seek approval from our stockholders to consummate a business
combination  within 90 days of the  expiration of 24 months  (assuming  that the
period in which we need to consummate a business  combination has been extended,
                                       4
<page>

as provided in our amended and restated  certificate of incorporation)  from the
date of our  initial  public  offering,  the  proxy  statement  related  to such
business  combination  will  also  seek  stockholder  approval  for our  board's
recommended plan of dissolution and distribution,  in the event our stockholders
do not approve such business combination.

Dissolution and liquidation if no business combination

     If we do not  complete  a  business  combination  within  18  months  after
September 6, 2006, the date we completed our initial public offering,  or within
24 months if the extension criteria described below have been satisfied, we will
be dissolved and distribute to all of our public stockholders,  in proportion to
their respective equity  interests,  an aggregate sum equal to the amount in the
trust  account,  inclusive of any interest,  plus any remaining net assets.  Our
initial  stockholders have waived their rights to participate in any liquidation
distribution  with respect to shares of common  stock owned by them  immediately
prior to our initial public offering and with respect to the 3,076,923  warrants
purchased in the private placement. There will be no distribution from the trust
account with respect to our warrants, which will expire worthless.

     We  currently  believe  that  any  plan  of  dissolution  and  distribution
subsequent to the expiration of the 18 and 24 month  deadlines  would proceed in
the following manner:

     o    our board of directors  will,  prior to the passing of such  deadline,
          convene and adopt a specific  plan of  dissolution  and  distribution,
          which it will then vote to recommend to our stockholders; at such time
          it will  also  cause to be  prepared  a  preliminary  proxy  statement
          setting out such plan of dissolution and  distribution and the board's
          recommendation of such plan;

     o    upon such deadline, we would file the preliminary proxy statement with
          the Securities and Exchange Commission;

     o    if  the  Securities  and  Exchange  Commission  does  not  review  the
          preliminary  proxy  statement,  then 10 days  following the passing of
          such deadline,  we will mail the proxy statements to our stockholders,
          and 30 days  following  the passing of such deadline we will convene a
          meeting  of our  stockholders  at which  they will  either  approve or
          reject our plan of dissolution and distribution; and

     o    if the Securities and Exchange  Commission does review the preliminary
          proxy  statement,  we currently  estimate  that we will receive  their
          comments 30 days following the passing of such deadline.  We will mail
          the proxy statements to our  stockholders  following the conclusion of
          the comment and review  process (the length of which we cannot predict
          with any certainty), and we will convene a meeting of our stockholders
          at which they will  either  approve or reject our plan of  dissolution
          and distribution.

     In the event we seek  stockholder  approval for a plan of  dissolution  and
distribution and do not obtain such approval,  we will  nonetheless  continue to
pursue  stockholder  approval for our dissolution.  Pursuant to the terms of our
amended and restated  certificate  of  incorporation,  our powers  following the
expiration of the permitted time periods for consummating a business combination
will  automatically  thereafter  be limited to acts and  activities  relating to
dissolving and winding up our affairs, including liquidation.  The funds held in
our trust account may not be distributed except upon our dissolution and, unless
and until such approval is obtained from our stockholders, the funds held in our
trust account will not be released.  Consequently,  holders of a majority of our
outstanding  stock must  approve our  dissolution  in order to receive the funds
held in our trust  account  and the funds  will not be  available  for any other
corporate  purpose.  In addition,  if we seek approval from our  stockholders to
consummate a business  combination within 90 days of the expiration of 24 months
(assuming that the period in which we need to consummate a business  combination
has been  extended,  as  provided in our amended  and  restated  certificate  of
incorporation) from the date of our initial public offering, the proxy statement
related to such a business  combination will also seek stockholder  approval for
our board's  recommended plan of distribution and dissolution,  in the event our
stockholders  do not approve such a business  combination.  If we seek  approval
                                       5

<Page>

from our  stockholders  to consummate a business  combination  more than 90 days
before the expiration of 24 months (assuming that the period in which we need to
consummate a business combination has been extended,  as provided in our amended
and restated  certificate of incorporation)  from the date of our initial public
offering,  the proxy statement related to such business  combination will not be
required  to seek  stockholder  approval  for our  board's  recommended  plan of
dissolution and distribution,  in the event our stockholders do not approve such
business  combination,  although we may include such proposal in our discretion.
If no proxy statement  seeking the approval of our  stockholders  for a business
combination has been filed 30 days prior to the date which is 24 months from the
date of our  initial  public  offering,  our  board  will,  prior to such  date,
convene,  adopt and  recommend to our  stockholders  a plan of  dissolution  and
distribution,  and on such date file a proxy  statement  with the Securities and
Exchange Commission seeking stockholder approval for such plan. Immediately upon
the approval by our stockholders of our plan of dissolution and distribution, we
will liquidate our trust account to our public stockholders.

     If we  were  to  expend  none of the net  proceeds  of our  initial  public
offering,  other than the proceeds  deposited in the trust account,  and without
taking into account interest,  if any, earned on the trust account,  the initial
per-share  liquidation  price  would  be  approximately  $5.81,  plus  available
interest or $0.19 less than the per-unit  offering price of $6.00.  The proceeds
deposited in the trust account could,  however,  become subject to the claims of
our  creditors  which could be senior to the claims of our public  stockholders.
Although we will seek to have all  vendors,  prospective  target  businesses  or
other entities we engage execute  agreements  with us waiving any right,  title,
interest or claim of any kind in or to any monies held in the trust  account for
the benefit of our public  stockholders,  there is no  guarantee  that they will
execute such  agreements or even if they execute such agreements that they would
be prevented  from  bringing  claims  against the trust fund. If any third party
refused to execute an  agreement  waiving  such claims to the monies held in the
trust account, we would perform an analysis of the alternatives  available to us
if we chose not to engage such third party and evaluate if such engagement would
be in the best interest of our stockholders if such third party refused to waive
such claims.  Examples of possible  instances  where we may engage a third party
that  refused  to  execute a waiver  include  the  engagement  of a third  party
consultant whose particular expertise or skills are believed by management to be
significantly superior to those of other consultants that would agree to execute
a waiver or in cases where  management  is unable to find a provider of required
services  willing to provide  the waiver.  In any event,  our  management  would
perform an analysis  of the  alternatives  available  to it and would only enter
into an agreement with a third party that did not execute a waiver if management
believed  that  such  third  party's  engagement  would  be  significantly  more
beneficial to us than any alternative.  In addition,  there is no guarantee that
such  entities  will agree to waive any claims  they may have in the future as a
result of, or arising out of, any negotiations,  contracts or agreements with us
and will not seek  recourse  against the trust  account  for any  reason.  If we
liquidate  before the  completion of a business  combination  and distribute the
proceeds  held in trust to our public  stockholders,  Marshall T.  Reynolds  has
agreed to  indemnify  us against  any claims by any vendor,  prospective  target
business or other  entities  that would reduce the amount of the funds in trust.
However,  we cannot assure you that Marshall T. Reynolds will be able to satisfy
those obligations.  Furthermore,  we cannot assure you that the actual per-share
liquidation price will not be less than $5.81, plus available  interest,  due to
claims of creditors.

     If we enter into either a letter of intent,  an agreement in principle or a
definitive  agreement to complete a business combination prior to the expiration
of 18 months after the  consummation  of our initial  public  offering,  but are
unable to complete the business  combination within the 18-month period, then we
will have an additional six months in which to complete the business combination
contemplated  by the letter of intent,  agreement  in  principle  or  definitive
agreement. If we are unable to do so within 24 months following the consummation
of our initial public offering, we will then liquidate. Upon notice from us, the
trustee  of  the  trust  account  will  commence   liquidating  the  investments
constituting  the trust  account and will turn over the proceeds to our transfer
agent for  distribution  to our  public  stockholders.  We  anticipate  that our
instruction to the trustee would be given after the expiration of the applicable
18-month or 24-month period.  We cannot provide  investors a specific  timetable
for our dissolution and liquidation and there will be delays in the distribution
of funds from the trust  account  due to the time  involved  in the  dissolution
process.

     If we do not  complete  a  business  combination  within  18  months  after
September 6, 2006, the date we completed our initial public  offering (or within
24 months after the  consummation  of our initial public offering if a letter of
intent,  agreement in principle or  definitive  agreement is executed  within 18
                                       6
<page>

months after the  consummation  of our initial public  offering and the business
combination relating thereto is not consummated within such 18-month period), we
will dissolve and distribute to our public  stockholders  an amount equal to the
amount in the trust  account,  inclusive of any interest,  net of taxes plus any
remaining assets.  The Delaware General  Corporation Law provides two procedures
for persons to file a claim against a corporation that dissolves. Under Delaware
law,  creditors of a corporation  have a superior right to  stockholders  in the
distribution of assets upon dissolution.  Consequently,  if the trust account is
dissolved  and  paid out  prior to all  creditors  being  paid on their  claims,
stockholders  may  be  held  liable  for  claims  by  third  parties  against  a
corporation to the extent of distributions received by them in a dissolution.

     If the corporation complies with procedures set forth at Section 280 of the
Delaware General  Corporation Law, it must provide a 60-day notice period during
which any third-party  claims can be brought against the  corporation,  a 90-day
period  during  which the  corporation  may reject any  claims  brought,  and an
additional 150-day waiting period before any liquidating  distributions are made
to  stockholders,  any liability of  stockholders  with respect to a liquidating
distribution  is limited to the lesser of such  stockholder's  pro rata share of
the claim or the amount distributed to the stockholder, and any liability of the
stockholder would be barred after the third  anniversary of the dissolution.  If
reasonable  provision  for claims  cannot be made out of funds  generated by the
interest  on  the  trust  account,   such  provision  could  reduce  the  amount
immediately  distributable  in  liquidation.   Consequently,  final  liquidating
distribution of amounts remaining in provision for claims could be delayed.

     In the event that the corporation  chooses not to follow the procedures set
forth at Section 280 of the  Delaware  General  Corporation  Law for  permitting
claims to be filed against a corporation, Section 281(b) of the Delaware General
Corporation Law requires that the corporation,  or any successor entity, adopt a
plan of distribution under which the dissolved  corporation:  (i) pays, or makes
reasonable  provision to pay all claims and obligations,  including  contingent,
conditional,  or  unmatured  contractual  claims  known  to the  corporation  or
successor  entity;  (ii) makes  provisions  which are  reasonably  sufficient to
provide  compensation for any claim against the corporation which is the subject
of a pending action, suit or proceeding to which the corporation is a party; and
(iii)  provides  compensation  for claims  that have not been made  against  the
corporation, but based on facts known to the corporation or successor entity are
likely to arise  within  10 years  after  the date of  dissolution.  The plan of
dissolution  must  provide  that all claims  will be paid in full.  If there are
insufficient  assets to satisfy such claims the plan must  indicate  that claims
shall be paid, or provided for according to their  priority and, among claims of
equal priority,  ratably to the extent there are assets legally  available.  Any
remaining  assets shall be  distributed  to the  stockholders  of the  dissolved
corporation.

     We cannot  predict at this time whether we will comply with the  procedures
set forth in Sections 280 or 281(b) of the  Delaware  General  Corporation  Law.
Compliance  with  Sections 280 and 281(b) is designed to provide a "safe harbor"
such that  directors  (or governing  persons of a successor  entity) will not be
held  personally  liable to  unpaid  claimants  of the  corporation  for  having
improperly  distributed  assets.  If we elect to comply with  Section 280 of the
Delaware  General  Corporation  Law, we would  obtain  greater  certainty  as to
potential  claims,  and we, or our successor  entity may reject,  in whole or in
part, claims that are made. In addition, should we choose to comply with Section
280, a claimant who receives  actual  notice as required by Section 280 would be
barred from  receiving  payment if the  claimant  failed to present the claim in
accordance with the timeframes  described  above. If we elect to comply with the
procedures set forth at Section 281(b) of the Delaware General  Corporation Law,
stockholders  will not know at the time of  dissolution  the scope of  potential
claims against the corporation. Our stockholders could therefore, potentially be
liable  for  claims  to the  extent  of  distributions  received  by  them  in a
dissolution and any liability of our  stockholders  will extend beyond the third
anniversary of such dissolution.

     We intend to pay the costs of any  dissolution  from our  working  capital.
Dissolution  of  a  company  under  Delaware  law  requires  filing  a  Plan  of
Dissolution  with the State of Delaware and will require an affirmative  vote of
stockholders; therefore we cannot provide investors a specific timetable for our
dissolution and liquidation and there will be delays with distributing the funds
in the trust account due to the process of dissolving the company.  In addition,
we estimate our total costs and expenses for  implementing and completing a plan
of dissolution and liquidation will be in the range of $50,000 to $75,000.  This
amount includes all costs and expenses  relating to filing of our dissolution in
the State of  Delaware,  the  winding up of our company and the costs of a proxy
statement and meeting relating to the approval by our stockholders (if required)
of our plan of  dissolution  and  liquidation.  We believe  that there should be
sufficient  interest on the trust account available to us to fund the $50,000 to
$75,000 of expenses,  although we cannot give you assurances  that these will be
sufficient funds for such purposes.  If these funds are not sufficient,  we will
use funds from the trust fund to pay these costs.  Delaware  law  provides  that

                                       7
<page>

stockholders must approve the dissolution of the corporation.  In the event that
stockholders  do not approve the  dissolution  of the  corporation  the Board of
Directors will request that the trust account be  distributed  to  stockholders,
and the  corporate  charter  will  continue  to exist;  however,  we will become
inactive. We will not invest, reinvest or trade in securities,  nor will we take
any other action that would cause us to be  considered an  "investment  company"
under the Investment  Company Act of 1940. Since creditors have a priority claim
to the corporate  assets,  perfected  claims  against us would result in reduced
distributions from the trust to stockholders.  Furthermore, in the event that we
file for  bankruptcy,  protection  or an  involuntary  bankruptcy  case is filed
against  us, a  bankruptcy  court may  prohibit  the  payment of trust  funds to
stockholders  during the  pendency of  bankruptcy  proceeding.  If we  liquidate
before the completion of a business combination and distribute the proceeds held
in  trust to our  public  stockholders,  Marshall  T.  Reynolds  has  agreed  to
indemnify us against any claims by any vendor,  prospective  target  business or
other  entities  that would  reduce  the  amount of the funds in the trust.  For
example, a potential target business may bring an action claiming that we failed
to bargain in good faith,  resulting in a lost opportunity and claiming damages.
Under such circumstances, we may seek indemnification for any losses that may be
adjudged against us.

     Our public  stockholders  will receive funds from the trust account only in
the event of our dissolution and liquidation  (assuming there are no outstanding
claims  against  the  trust)  or if  the  stockholders  seek  to  convert  their
respective  shares into cash upon a business  combination  which the stockholder
voted  against and which is  completed by us. In no other  circumstances  will a
stockholder have any right or interest of any kind to or in the trust account.

Competition

     In  identifying,  evaluating  and  selecting  a  target  business,  we  may
encounter  intense  competition from other entities having a business  objective
similar to ours. Many of these entities are well  established and have extensive
experience  identifying and effecting business  combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial  resources  will be relatively  limited when
contrasted with those of many of these competitors. Further:

     o    our obligation to seek stockholder  approval of a business combination
          may delay or threaten the completion of a transaction;

     o    our obligation to convert into cash shares of common stock held by our
          public  stockholders  in certain  instances  may reduce the  resources
          available to us for a business combination; and

     o    our outstanding  warrants and the option, and the future dilution they
          potentially  represent,  may not be viewed favorably by certain target
          businesses.

     Any  of  these  factors  may  place  us at a  competitive  disadvantage  in
successfully  negotiating  a  business  combination.  Our  management  believes,
however, that to the extent that our target business is a privately held entity,
our status as a well-financed public entity may give us a competitive  advantage
over entities having a similar business  objective as ours in acquiring a target
business with significant growth potential on favorable terms.

     If we succeed in  effecting a business  combination,  there will be, in all
likelihood,  intense  competition from  competitors of the target  business.  We
cannot assure you that, subsequent to a business  combination,  we will have the
resources or ability to compete effectively.

Employees

     We have two  executive  officers,  both of whom are members of our board of
directors.  These individuals are not obligated to devote any specific number of
hours to our  matters  and  intend  to  devote  only as much  time as they  deem
necessary to our affairs,  although we expect for Marshall T. Reynolds to devote
substantial  time to our  business  once we have  signed a letter  of  intent or

                                       8
<page>
agreement  in  principle  with a target  business  that  provides for a business
combination  conditioned in part on the completion of due diligence.  The amount
of time they will devote in any time period will vary based on the  availability
of suitable target businesses to investigate.  We do not intend to have any full
time employees  prior to the  consummation of a business  combination.

ITEM 1A.   Risk Factors

We are a development stage company with no operating  history and,  accordingly,
you will not have any basis on which to  evaluate  our  ability to  achieve  our
business objectives.

     We are a recently incorporated  development stage company with no operating
results to date.  Since we do not have any operating  history,  you will have no
basis upon which to  evaluate  our ability to achieve  our  business  objective,
which is to acquire an operating  business.  We have no plans,  arrangements  or
understandings with any prospective acquisition candidates. We will not generate
any revenues  (other than  interest  income on the proceeds  from our  offering)
until, at the earliest,  after the  consummation of a business  combination.  We
cannot assure you as to when or if a business combination will occur.

We may not be able to consummate a business combination within the required time
frame, in which case we would be forced to liquidate.

     We must  complete a business  combination,  which may be a  transaction  to
acquire one or more  businesses  simultaneously,  with a fair market value of at
least 80% of our net assets (excluding deferred compensation of the underwriters
held in trust) at the time of  acquisition  within 18 months after  September 6,
2006,  the date we completed  our initial  public  offering (or within 24 months
after the  consummation  of our initial  public  offering if a letter of intent,
agreement in principle or a definitive  agreement  has been  executed  within 18
months after the  consummation  of our initial public  offering and the business
combination  relating thereto has not yet been consummated  within such 18-month
period).  If we fail to  consummate a business  combination  within the required
time frame,  we will be forced to  liquidate  our assets.  We may not be able to
find a suitable target business within the required time frame. In addition, our
negotiating  position and our ability to conduct  adequate due  diligence on any
potential target may be reduced as we approach the deadline for the consummation
of a business  combination.  We do not have any  specific  business  combination
under consideration and we have not had any preliminary  contacts or discussions
with any target business regarding a business combination.

If we are unable to complete a business  combination and are forced to liquidate
and distribute the trust account,  our public stockholders may receive less than
$6.00 per share upon  distribution  of the trust  account and our warrants  will
expire worthless.

     If we are  unable to  complete  a  business  combination  and are forced to
liquidate our assets,  the per-share  liquidation  distribution may be less than
$6.00  because of the expenses of our offering,  our general and  administrative
expenses and the anticipated  costs of seeking a business  combination.  Without
taking into account interest earned on the trust account or related income taxes
(net of tax,  income used for working capital and loan  repayment),  the initial
per-share  conversion price would be approximately $5.81, or $0.19 less than the
offering price of $6.00.  Interest  earned on the trust  account,  net of taxes,
will be included in payments to our  stockholders in the event of a liquidation;
however, such interest will be reduced by the up to $1,200,000 that is available
to  be  used  for  working  capital  purposes.  Furthermore,  there  will  be no
distribution  with  respect  to our  outstanding  warrants,  which  will  expire
worthless if we liquidate before the completion of a business combination. For a
more complete  discussion of the effects on our stockholders if we are unable to
complete a business  combination,  see the section  appearing  elsewhere in this
annual report entitled "Dissolution and liquidation if no business combination."

     We  expect  that  all  costs  associated  with  implementing  our  plan  of
dissolution  and liquidation as well as payments to any creditors will be funded
from the interest on the trust account  available to us as working capital,  but
if those funds are not sufficient for those purposes or to cover our liabilities
and obligations, the amount distributed to our public stockholders would be less
than  $5.81 per  share.  We  estimate  that our total  costs  and  expenses  for
implementing  and completing our  stockholder-approved  plan of dissolution  and
liquidation will be in the range of $50,000 to $75,000. This amount includes all
costs  and  expenses  relating  to  filing  of our  dissolution  in the State of
Delaware,  the winding up of our company and the costs of a proxy  statement and
meeting  relating to the approval by our stockholders of our plan of dissolution
and  liquidation.  We believe  that there should be  sufficient  interest on the

                                       9

<page>
trust  account  available  to us to fund the  $50,000 to  $75,000  of  expenses,
although we cannot give you assurances  that these will be sufficient  funds for
such purposes.

Under Delaware law, the requirements  and  restrictions  relating to our initial
public offering  contained in our certificate of  incorporation  may be amended,
which could reduce or eliminate the protection  afforded to our  stockholders by
such requirements and restrictions.

     Our  certificate  of  incorporation  set  forth  certain  requirements  and
restrictions  relating to our  initial  public  offering  that shall apply to us
until the consummation of a business combination.  Specifically, our certificate
of incorporation provides, among other things, that:

     o    prior to the  consummation  of our initial  business  combination,  we
          shall  submit  such  business  combination  to  our  stockholders  for
          approval;

     o    we may consummate our initial business combination if: (i) approved by
          a  majority  of the  shares  of  common  stock  voted  by  the  public
          stockholders  (holders of shares  contained  in the units sold in this
          offering),  and (ii) public  stockholders  owning less than 20% of the
          shares contained in the units purchased by the public  stockholders in
          this offering exercise their conversion rights;

     o    if our  initial  business  combination  is approved  and  consummated,
          public  stockholders  who voted against the business  combination  and
          exercised their conversion rights will receive their pro rata share of
          the trust account;

     o    if a business combination is not consummated or a letter of intent, an
          agreement in principle or a definitive  agreement is not signed within
          the time periods  specified,  then we will be dissolved and distribute
          to all of our  public  stockholders  their pro rata share of the trust
          account; and

     o    we may not consummate any other merger, capital stock exchange,  stock
          purchase,  asset  acquisition  or  similar  transaction  other  than a
          business  combination  that  meets the  conditions  specified  in this
          prospectus,  including  the  requirement  that  our  initial  business
          combination (or series of business  combinations)  be with one or more
          operating  businesses whose fair market value,  either individually or
          collectively,  is equal to at least 80% of our net  assets  (excluding
          deferred  compensation of the underwriters  held in trust) at the time
          of such business combination.

     Our   certificate   of   incorporation   prohibits  the  amendment  of  the
above-described  provisions.  However,  the validity of  provisions  prohibiting
amendment of the  certificate of  incorporation  under Delaware law has not been
settled.  A court could conclude that the prohibition on amendment  violates the
stockholders'  implicit rights to amend the corporate charter. In that case, the
above-described  provisions  would be  amendable  and any such  amendment  could
reduce or eliminate the protection  afforded to our  stockholders.  However,  we
view the foregoing  provisions as obligations to our  stockholders,  and we will
not take any actions to waive or amend any of these provisions.

Since we have not yet  selected  any target  business  with which to  complete a
business  combination,  we are unable to currently ascertain the merits or risks
of any  particular  target  business'  operations or the industry or business in
which we may ultimately operate.

     Although  we intend to focus on  acquiring  an  operating  business  in the
energy service sector  headquartered in North America,  we may acquire a company
operating  in any  industry  we choose.  There is no  reliable  basis for you to
currently  evaluate the possible  merits or risks of the particular  industry in
which we may ultimately  operate or the target  business which we may ultimately
acquire. To the extent we complete a business  combination with an entity in its
development stage, we may be affected by numerous risks inherent in the business
operations  of those  entities.  If we complete a business  combination  with an
entity in an industry  characterized by a high level of risk, we may be affected
by the currently unascertainable risks of that industry. Although our management
will endeavor to evaluate the risks inherent in a particular  industry or target
business,  we cannot assure you that we will properly ascertain or assess all of
the significant risk factors.

                                       10
<page>

We may acquire a target  business with a history of poor  operating  performance
and  there  is no  guarantee  that we will be  able  to  improve  the  operating
performance of that target business.

     Due to the  competition  for  business  combination  opportunities,  we may
acquire a target  business with a history of poor  operating  performance  if we
believe that target  business has  attractive  technology or presents a business
opportunity  that can take  advantage of trends in the energy  services  sector.
However, we have not identified any specific technology or business that we wish
to acquire.  Furthermore,  we may acquire a poorly  performing  target  business
outside the energy services sector that has an attractive technology or presents
a business opportunity.  Moreover,  acquiring a target company with a history of
poor  operating  performance  can be  extremely  risky and we may not be able to
improve operating performance. If we cannot improve the operating performance of
such a target business  following our business  combination,  then our business,
financial  condition  and  results of  operations  will be  adversely  affected.
Factors that could result in us not being able to improve operating  performance
include, among other things:

     o    inability to predict changes in technological innovation;

     o    inability to hire personnel with  appropriate  experience to assist us
          in achieving our turnaround goals;

     o    competition from superior or lower-priced products;

     o    loss  of  a  material  contract  or  goodwill  associated  with  prior
          ownership;

     o    lack of financial resources;

     o    inability to attract and retain key executives and employees;

     o    inability to compete with businesses offering similar services;

     o    claims for  infringement of third-party  intellectual  property rights
          and/or the availability of third-party licenses; and

     o    changes in, or costs imposed by, government regulation.

     Our management team has been successful in improving the profitability of a
number of companies.

Our officers and directors will allocate their time to other businesses, thereby
causing  conflicts  of  interest in their  determination  as to how much time to
devote to our  affairs,  which  could have a negative  impact on our  ability to
consummate a business combination.

     Our  officers and  directors  are not required to commit their full time to
our affairs, which may result in a conflict of interest in allocating their time
between our operations and other  businesses.  This could have a negative effect
on our ability to  consummate a business  combination.  We do not intend to have
any full-time employees prior to the consummation of a business combination. All
of our executive  officers are engaged in several other  business  endeavors and
are not  obligated to  contribute  any specific  number of hours to our affairs,
although  we expect  Marshall  T.  Reynolds  to devote  substantial  time to our
business  during the process of conducting  due diligence on a potential  target
company. If our executive officers' or directors' other business affairs require
them to devote more substantial  amounts of time to such affairs, it could limit
their ability to devote time to our affairs and could have a negative  impact on
our ability to  consummate  a business  combination.  We cannot  assure you that
these conflicts will be resolved in our favor.

                                       11
<page>

Stockholders  may be held liable for claims by third  parties  against us to the
extent of distributions received by them in a dissolution.

     Upon  the  approval  by our  stockholders  of our plan of  dissolution  and
distribution, we will liquidate our trust account to our public stockholders and
pay,  or reserve  for payment in  accordance  therewith,  from funds not held in
trust,  our  liabilities  and  obligations.  If we do not  complete  a  business
combination  within  18 months  after the  consummation  of our  initial  public
offering on September 6, 2006 (or within 24 months after the consummation of our
initial  public  offering  if a letter of  intent,  agreement  in  principle  or
definitive  agreement is executed within 18 months after the consummation of our
initial public  offering and the business  combination  relating  thereto is not
consummated within such 18-month period),  we will dissolve.  Under Sections 280
through 282 of the Delaware General  Corporation  Law,  stockholders may be held
liable  for  claims by third  parties  against a  corporation  to the  extent of
distributions  received by them in a dissolution.  If the  corporation  complies
with certain procedures under Section 281(b) intended to ensure that it adopts a
plan of dissolution under which the plan (i) makes reasonable  provision for all
claims against it, (ii) makes such provisions as will be reasonably likely to be
sufficient to provide  compensation for any claims against the corporation which
is the subject of a proceeding or action, and (iii) makes such provision as will
be reasonably  likely to be sufficient to provide  compensation  for claims that
have not been made known to the  corporation  within ten years after the date of
dissolution,  any  liability  of  stockholders  with  respect  to a  liquidating
distribution  is limited to the lesser is such  stockholder's  pro rata share of
the claim or the amount distributed to the stockholder.  If reasonable provision
for claims  cannot be made out of funds  generated  by the interest on the trust
account  or  otherwise  are not  paid by Mr.  Reynolds  in  accordance  with his
indemnification,  such claims could reduce the amount immediately  distributable
in  liquidation.  We intend to comply with the  procedures  set forth in Section
281(b) of the Delaware  General  Corporation Law.  However,  if we do not comply
with those  procedures,  our  stockholders  could  potentially be liable for any
claims to the extent of distributions  received by them in a dissolution and any
liability of our stockholders  will extend beyond the third  anniversary of such
dissolution,  in accordance with Section 278 of the Delaware General Corporation
Law. We cannot  predict at this time which  procedure  of Delaware  law we would
comply with in the event of liquidation.  If we elect to comply with Section 280
of the Delaware General Corporation Law, we would obtain greater certainty as to
potential claims, and the corporation,  or successor entity may reject, in whole
or in part,  claims that are made. In addition,  should we choose to comply with
Section 280, a claimant who  receives  actual  notice as required by Section 280
would be barred from  receiving  payment if the  claimant  failed to present the
claim  in  accordance  with  the  required   timeframes.   Specifically  if  the
corporation  complies with certain  procedures  intended to ensure that it makes
reasonable provision for all claims against it, including a 60-day notice period
during which any third-party  claims can be brought against the  corporation,  a
90-day period during which the corporation may reject any claims brought, and an
additional 150-day waiting period before any liquidating  distributions are made
to  stockholders,  any liability of  stockholders  with respect to a liquidating
distribution  is limited to the lesser of such  stockholder's  pro rata share of
the claim or the amount distributed to the stockholder, and any liability of the
stockholder would be barred after the third  anniversary of the dissolution.  If
we elect to  comply  with the  procedures  set  forth at  Section  281(b) of the
Delaware  General  Corporation  Law,  stockholders  will not know at the time of
dissolution  the  scope  of  potential  claims  against  the  corporation.   Our
stockholders could therefore,  potentially be liable for claims to the extent of
distributions  received  by  them in a  dissolution  and  any  liability  of our
stockholders will extend beyond the third anniversary of such dissolution.

A  significant  portion  of  working  capital  could  be  expended  in  pursuing
acquisitions that are not consummated.

     It is anticipated  that the  investigation of each specific target business
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention  and  substantial  costs for  accountants,  attorneys  and others.  In
addition,  we may opt to make a deposit or down  payment or pay  exclusivity  or
similar  fees  in  connection  with   structuring  and  negotiating  a  business
combination.  If a  decision  is  made  not  to  complete  a  specific  business
combination,  the  costs  incurred  up to that  point  in  connection  with  the
abandoned  transaction,  potentially  including  a deposit  or down  payment  or
exclusivity or similar fees, would not be recoverable.  Furthermore,  even if an
agreement  is reached  relating to a specific  target  business,  we may fail to
consummate the transaction for any number of reasons, including those beyond our
control  such as the  shares  representing  20% or more of the  shares of common

                                       12


stock  purchased  by our public  stockholder  vote against the  transaction  and
exercise  their  conversion   rights  even  though  a  majority  of  our  public
stockholders approve the transaction. Any such event will result in a loss to us
of the related costs incurred,  which could adversely affect subsequent attempts
to locate and acquire or merge with another business. For more information,  see
the section  entitled  "Selection  of a target  business  and  structuring  of a
business combination."

You will not be entitled to protections  normally afforded to investors of blank
check companies.

     Since the net  proceeds of our initial  public  offering are intended to be
used to complete a business  combination with a target business that we have not
yet identified,  we may be deemed to be a "blank check" company under the United
States securities laws. However,  since we have net tangible assets in excess of
$5,000,000  and have filed a Current  Report on Form 8-K with the Securities and
Exchange  Commission,  or SEC, including an audited balance sheet  demonstrating
this fact,  we believe that we are exempt from rules  promulgated  by the SEC to
protect  investors of blank check companies,  such as Rule 419 promulgated under
the  Securities  Act of 1933,  as amended.  Accordingly,  investors  will not be
afforded the benefits or protections  of those rules.  Because we do not believe
we are subject to Rule 419,  our units were  immediately  tradable and we have a
longer   period  of  time  to  complete  a  business   combination   in  certain
circumstances.

If third  parties  bring claims  against us, the proceeds held in trust could be
reduced  and  the  per  share   liquidation  or  conversion  price  received  by
stockholders could be less than $5.81 per share.

     Our placing of funds in trust may not protect  those funds from third party
claims  against  us or in the event a third  party  forces  us into  bankruptcy.
Although we will seek to have all  vendors,  prospective  target  businesses  or
other entities we engage execute  agreements  with us waiving any right,  title,
interest or claim of any kind in or to any monies held in the trust  account for
the benefit of our public  stockholders,  there is no  guarantee  that they will
execute such  agreements or even if they execute such agreements that they would
be prevented  from  bringing  claims  against the trust fund. If any third party
refused to execute an  agreement  waiving  such claims to the monies held in the
trust account, we would perform an analysis of the alternatives  available to us
if we chose not to engage such third party and evaluate if such engagement would
be in the best interest of our stockholders if such third party refused to waive
such claims.  Examples of possible  instances  where we may engage a third party
that  refused  to  execute a waiver  include  the  engagement  of a third  party
consultant whose particular expertise or skills are believed by management to be
significantly superior to those of other consultants that would agree to execute
a waiver or in cases where  management  is unable to find a provider of required
services  willing to provide  the waiver.  In any event,  our  management  would
perform an analysis  of the  alternatives  available  to it and would only enter
into an agreement with a third party that did not execute a waiver if management
believed  that  such  third  party's  engagement  would  be  significantly  more
beneficial to us than any  alternative.  If we engage any vendor that refuses to
execute  such a waiver,  the  proceeds  held in trust could be subject to claims
which could take  priority  over the claims of our public  stockholders  and the
per-share  liquidation  price could be less than $5.81,  plus  interest,  due to
claims of such  creditors.  Moreover,  a court may conclude that any third party
waivers are  unenforceable.  Marshall T.  Reynolds  has agreed to  indemnify  us
against any claims by any vendor,  prospective target business or other entities
that would reduce the amount of the funds in the trust,  including  indemnifying
us against claims that could be made in the event a third party waiver is deemed
to be  unenforceable.  For  example,  a potential  target  business may bring an
action  claiming  that we failed to bargain in good faith,  resulting  in a lost
opportunity  and  claiming  damages.  Under  such  circumstances,  we  may  seek
indemnification  for any losses that may be adjudged  against  us.  However,  we
cannot  assure you that  Marshall  T.  Reynolds  will be able to  satisfy  those
obligations.  We sought to confirm  that Mr.  Reynolds has  sufficient  funds to
satisfy his  obligations  by reviewing his ownership in other public and private
companies,  and based on such review, we believe that Mr. Reynolds has access to
sources of liquidity (including his marketable securities, and access to funding
sources) in the event he is required to satisfy those obligations.  In addition,
to the extent such claims are successfully made against us prior to the approval
of a business  combination,  such third party claims may result in the per share
conversion  price  received  by the  stockholders  who vote  against a  business
combination  and  elect to  convert  their  shares  into  cash  being  less than
approximately  $5.81 per share because such claims would be paid directly by us,
thereby decreasing the funds available to such stockholders.

     In addition,  successful  third party claims against us which result in the
payment  in monies  from the trust  will  reduce  the  funds  available  for the
acquisition of a target business.

     Additionally,  if we are forced to file a bankruptcy case or an involuntary
bankruptcy  case is filed against us which is not  dismissed,  the funds held in

                                       13
<page>
our trust  account  will be subject to  applicable  bankruptcy  law,  and may be
included in our  bankruptcy  estate and  subject to the claims of third  parties
with priority over the claims of our stockholders.  To the extent any bankruptcy
claims  deplete the trust account we cannot assure you we will be able to return
to our public stockholders the liquidation amounts due them.

We may issue  shares of our  capital  stock or debt  securities  to  complete  a
business  combination which would reduce the equity interest of our stockholders
and could likely cause a change in control of our ownership.

     Our  certificate  of  incorporation   authorizes  the  issuance  of  up  to
50,000,000  shares of common stock,  par value $0.0001 per share,  and 1,000,000
shares of preferred  stock, par value $0.0001 per share.  Immediately  after our
initial public offering, there were 17,623,077 authorized but unissued shares of
our common stock available for issuance (after  appropriate  reservation for the
issuance  of shares  upon full  exercise  of our  outstanding  warrants  and the
purchase option granted to Ferris,  Baker Watts,  Incorporated),  and all of the
1,000,000 shares of preferred stock available for issuance.  Although we have no
commitment as of the date of this annual report to issue our securities,  we may
issue a substantial number of additional shares of our common stock or preferred
stock,  a combination  of common and preferred  stock,  or debt  securities,  to
complete  a business  combination.  Although  we  anticipate  that any  business
combination will be structured such that our company is the surviving entity and
the  stockholders of the target company would not control the combined  company,
there is a possibility of a change in control if we issue capital  securities or
convertible debt to complete a business combination.  The issuance of additional
shares of our common stock or any number of shares of our preferred stock:

     o    may  significantly  dilute the equity  interest  of  investors  in our
          initial public offering;

     o    may subordinate the rights of holders of common stock if the preferred
          stock is issued  with  rights  senior to those  afforded to our common
          stock;

     o    could likely cause a change in control if a substantial  number of our
          shares of common  stock are  issued,  which may  affect,  among  other
          things,  our ability to use our net operating loss carry forwards,  if
          any, and most likely also result in the  resignation or removal of our
          present officers and directors; and

     o    may adversely affect prevailing market prices for our common stock.

     Similarly, if we issue debt securities, it could result in:

     o    default and foreclosure on our assets if our operating  revenues after
          a  business   combination  were   insufficient  to  service  our  debt
          obligations;

     o    acceleration of our obligations to repay the  indebtedness  even if we
          have made all  principal  and interest  payments  when due if the debt
          security  contains  covenants that require the  maintenance of certain
          financial ratios or reserves and any such covenant is breached without
          a waiver or renegotiation of that covenant;

     o    our immediate payment of all principal and accrued  interest,  if any,
          if the debt security is payable on demand; and

     o    our inability to obtain  additional  financing,  if necessary,  if the
          debt security  contains  covenants  restricting  our ability to obtain
          additional financing while such security is outstanding.

     For a more  complete  discussion  of the  possible  structure of a business
combination,  see the  section  entitled  "Selection  of a target  business  and
structuring of a business combination."

                                       14

<Page>
The ability of our  stockholders  to exercise  their  conversion  rights may not
allow us to effectuate the most desirable  business  combination or optimize our
capital structure.

     At the time we seek stockholder  approval of any business  combination,  we
will offer each public stockholder the right to have such  stockholder's  shares
of common stock converted to cash if the stockholder  votes against the business
combination and the business combination is approved and completed. Accordingly,
if a business  combination  requires us to use  substantially all of our cash to
pay the  purchase  price,  because  we will not know how many  stockholders  may
exercise such conversion rights, we may either need to reserve part of the trust
fund for possible payment upon such conversion,  or we may need to arrange third
party  financing  to  help  fund  the  business  combination  in  case a  larger
percentage of stockholders  exercise their  conversion  rights than we expected.
Therefore, we may not be able to consummate a business combination that requires
us to use all of the funds  held in the trust  account  as part of the  purchase
price, or the business  combination may be more highly leveraged than desirable.
As a  result,  we may not be able to  effectuate  the most  attractive  business
combination available to us.

Our  ability  to effect a business  combination  and to  execute  any  potential
business  plan  afterwards  will  be  dependent  upon  the  efforts  of our  key
personnel.

     Our ability to effect a business combination will be totally dependent upon
the efforts of our key personnel. The future role of our key personnel following
a business combination, however, cannot presently be fully ascertained. Although
some of our key personnel (most likely,  Marshall T. Reynolds,  Jack M. Reynolds
and Edsel R. Burns) may remain  associated with the target business  following a
business  combination,  some or all of the management of the target business may
remain  in  place.   While  we  intend  to  closely  scrutinize  any  additional
individuals  we engage after a business  combination,  we cannot assure you that
our assessment of these  individuals  will prove to be correct.  The individuals
may be unfamiliar with the requirements of operating a public company as well as
with United States  securities laws, which could cause us to have to expend time
and  resources  helping  them  become  familiar  with such  laws.  This could be
expensive and time consuming and could lead to various  regulatory  issues which
may adversely affect our operations.  Moreover, our current management will only
be able to remain with the combined company after the consummation of a business
combination  if they are able to  negotiate  and  agree to  mutually  acceptable
employment terms,  which would be determined at such time between the respective
parties and which may be a term of the business combination, as part of any such
combination,  which  terms  would be  disclosed  to  stockholders  in any  proxy
statement relating to a business  combination.  If we acquired a target business
in an all cash  transaction,  it would be more  likely that  current  members of
management  would  remain  with  us if  they  chose  to  do  so.  If a  business
combination  were structured as a merger whereby the  stockholders of the target
company were to control the combined company  following a business  combination,
it may be less likely that  management  would remain with the  combined  company
unless it was negotiated as part of the  transaction as part of the  acquisition
agreement;  an  employment  agreement  or  other  arrangement.   In  making  the
determination as to whether current  management  should remain with us following
the business  combination,  management will analyze the experience and skill set
of the  target  business's  management  and  negotiate  as part of the  business
combination that certain members of current  management remain if it is believed
that  it  is in  the  best  interests  of  the  combined  company  post-business
combination.

     The  financial  interest  of our  officers  and  directors,  including  any
compensation  arrangements  they may seek,  could influence their  motivation in
selecting,  negotiating  and structuring a transaction  with a target  business.
This would result in the current  directors  and  officers  having a conflict of
interest when determining  whether a particular  business  combination is in the
stockholders' or company's best interest.

An effective registration statement may not be in place when an investor desires
to exercise warrants,  thus precluding such investor from being able to exercise
his, her or its warrants.

     No  warrants  will be  exercisable  and we will not be  obligated  to issue
shares  of  common  stock  unless  at the time a holder  seeks  to  exercise,  a
prospectus  relating to common stock  issuable  upon exercise of the warrants is
current and the common  stock has been  registered  or qualified or deemed to be
exempt under the securities  laws of the state of residence of the holder of the
warrants.  Under the terms of the warrant  agreement,  we have agreed to use our
best  efforts  to meet these  conditions  and to  maintain a current  prospectus
relating  to common  stock  issuable  upon  exercise of the  warrants  until the
expiration of the warrants.  However,  we cannot assure you that we will be able
to do so. Additionally, we have no obligation to settle the warrants for cash in

                                       15

<page>
the  absence  of  an  effective   registration  statement  or  under  any  other
circumstances.  The  warrants  may be deprived of any value,  the market for the
warrants  may be limited and the holders of warrants may not be able to exercise
their warrants if the prospectus  relating to the common stock issuable upon the
exercise of the warrants is not current or if the common stock is not  qualified
or exempt from  qualification  in the  jurisdictions in which the holders of the
warrants  reside.   Consequently,   the  warrants  may  expire   unexercised  or
unredeemed.

We may redeem your unexpired warrants prior to their exercise while a prospectus
is not current, thereby making your warrants worthless.

     We have the ability to redeem outstanding warrants, in whole or in part, at
any time after they become  exercisable  and prior to their  expiration,  at the
price of $0.01 per warrant,  provided that the last reported  sales price of the
common stock equals or exceeds  $8.50 per share for any 20 trading days within a
30  trading-day  period  following  proper  notice  of  such  redemption.   Such
redemption can and may occur while a prospectus is not current and therefore the
warrants are not exercisable. If this occurs, your warrants would be worthless.

Private  placement  warrants have a superior exercise right to warrants received
in our initial public offering.

     Warrants  issued in the private  placement may be exercised  pursuant to an
exemption to the  requirement  that the  securities  underlying  such warrant be
registered  pursuant to an effective  registration  statement.  Therefore,  such
warrants may be exercised whether or not a current registration  statement is in
place. The warrants received in our initial public offering are not issued under
this exemption,  therefore they may only be exercised if a current  registration
statement is in place.  We are required only to use our best efforts to maintain
a current registration statement;  therefore, the warrants issued in our initial
public offering may expire worthless.

The loss of key executives could adversely affect our ability to operate.

     Our  operations  are  dependent  upon  a  relatively  small  group  of  key
executives consisting of Marshall T. Reynolds,  our Chairman and Chief Executive
Officer, and Jack M. Reynolds, a director and our President. We believe that our
success  depends on the  continued  service of our  executive  management  team.
Although we currently  intend to retain our existing  management  and enter into
employment or other  compensation  arrangements  with them following our initial
business combination, the terms of which have not yet been determined, we cannot
assure  you that such  individuals  will  remain  with us for the  immediate  or
foreseeable future. We do not have employment  contracts with any of our current
executives.  The  unexpected  loss  of the  services  of one or  more  of  these
executives could have a detrimental effect on us.

Our officers and directors may not have  significant  experience or knowledge of
the industry of the target business.  This inexperience may adversely affect our
ability to successfully operate the business we acquire.

     We cannot assure you that our officers and directors  will have  experience
or sufficient  knowledge relating to the industry of the target business to make
an appropriate acquisition decision. As a consequence,  once we acquire a target
business, we may not have the ability to successfully operate it.

Some of our officers and  directors  may in the future  become  affiliated  with
entities  engaged  in  business  activities  similar  to  those  intended  to be
conducted by us and, accordingly,  may have conflicts of interest in determining
to which entity a particular business opportunity should be presented.

     Some of our officers and directors may in the future become affiliated with
entities, including other "blank check" companies engaged in business activities
similar to those intended to be conducted by us. Additionally,  our officers and
directors may become aware of business  opportunities  which may be  appropriate
for  presentation  to us as  well as the  other  entities  to  which  they  have
fiduciary  obligations.  Accordingly,  they may have  conflicts  of  interest in
determining  to  which  entity  a  particular  business  opportunity  should  be
presented.  We cannot  assure you that these  conflicts  will be resolved in our
favor.

                                       16

<page>
All of our  officers  and  directors  directly or  indirectly  own shares of our
common  stock  that  will  not  participate  in  liquidation  distributions  and
therefore  they may  have a  conflict  of  interest  in  determining  whether  a
particular target business is appropriate for a business combination.

     All of our officers and directors  directly or indirectly  own stock in us,
but do not have a right with respect to those shares of common stock acquired by
them prior to our  initial  public  offering to receive  distributions  upon our
liquidation.  Our initial  stockholders paid $25,000 or approximately  $0.01 per
share for the 2,150,000 shares.  Additionally,  our five directors (as well as a
sixth  individual)  in accordance  with an agreement  with Ferris,  Baker Watts,
Incorporated purchased an aggregate of 3,076,923 warrants in a private placement
that occurred prior to our initial public offering.  Such warrants have no right
to liquidation distributions.  The shares and warrants owned by our officers and
directors will be worthless if we do not consummate a business combination.  The
personal and  financial  interests of our officers and  directors  may influence
their motivation in identifying and selecting a target business and completing a
business combination within the required time frame. Consequently, our officers'
and  directors'  discretion  in  identifying  and  selecting  a suitable  target
business  may result in a conflict  of  interest  when  determining  whether the
terms,   conditions  and  timing  of  a  particular  business   combination  are
appropriate and in our stockholders' best interest.

It is probable that we will only complete one business  combination,  which will
cause us to be solely  dependent on a single  business  and a limited  number of
products or services.

     The net proceeds from our initial public offering and the private placement
provided  us with  approximately  $48,972,000,  which we may use to  complete  a
business  combination.  Our initial business combination must be with a business
or  businesses  with a fair  market  value  of at  least  80% of our net  assets
(excluding deferred  compensation of the underwriters held in trust) at the time
of such acquisition.  Should we complete only a single business combination with
one target business, the prospects for our success may be:

     o    solely dependent upon the performance of a single business; or

     o    dependent  upon the  development  or market  acceptance of a single or
          limited number of products, processes or services.

     In this case,  we will not be able to diversify  our  operations or benefit
from the  possible  spreading  of risks or  offsetting  of losses,  unlike other
entities which may have the resources to complete several business  combinations
in different industries or different areas of a single industry.

None of our officers or directors has ever been a principal of, or has ever been
affiliated  with, a company formed with a business purpose similar to ours. As a
result,  they may be unable to  successfully  evaluate  the  profitability  of a
target business or complete an acquisition within the time frames required.

     Our officers and directors  have never served as officers or directors of a
development  stage public company with the business  purpose of raising funds to
acquire an operating  business.  We may be unable to  successfully  evaluate the
profitability  of a target  business or complete an acquisition  within the time
frame  required and forced to liquidate and  distribute  the trust  account,  in
which case our public  stockholders  may receive  less than $6.00 per share upon
distribution  of the trust account  because of the expense of our initial public
offering,  taxes  paid with  respect  to  interest  earned on the trust  account
applied  toward  working  capital and our general and  administrative  expenses,
resulting in a partial loss to investors' initial investment.  Accordingly,  you
may not be able to adequately evaluate their ability to successfully  consummate
a business combination.

Because of our limited  resources and the  significant  competition for business
combination  opportunities,  we may  not be  able to  consummate  an  attractive
business combination.

     We expect to encounter  intense  competition  from other entities  having a
business objective similar to ours,  including venture capital funds,  leveraged
buyout funds,  operating  businesses and other  financial  buyers  competing for
acquisitions.  Many of these  entities are well  established  and have extensive
experience  in  identifying  and  effecting  business  combinations  directly or
through affiliates.  Many of these competitors possess greater technical,  human

                                       17
<page>

and other  resources  than we do and our financial  resources will be relatively
limited when contrasted with those of many of these competitors.  Our ability to
compete in acquiring  certain  sizable target  businesses will be limited by our
available financial resources. This inherent competitive limitation gives others
an advantage in pursuing the acquisition of certain target businesses.  Further,
the  obligation  that  we  have  to  seek  stockholder  approval  of a  business
combination may delay the  consummation of a transaction,  and our obligation to
convert  into cash the  shares of common  stock held by public  stockholders  in
certain instances may reduce the resources available for a business combination.
Additionally, our outstanding warrants, and the future dilution they potentially
represent,  may not be viewed  favorably by certain  target  businesses.  Any of
these  obligations  may place us at a competitive  disadvantage  in successfully
negotiating a business combination.

If we do not consummate a business  combination and dissolve,  payments from the
trust account to our public stockholders may be delayed.

     We  currently  believe  that  any  plan  of  dissolution  and  distribution
subsequent to the expiration of the 18 and 24 month  deadlines  would proceed in
the following manner:

     o    our board of  directors  will  convene  and adopt a  specific  plan of
          dissolution and distribution,  which it will then vote to recommend to
          our  stockholders;  at such time it will also  cause to be  prepared a
          preliminary  proxy statement  setting out such plan of dissolution and
          distribution and the board's recommendation of such plan;

     o    upon such deadline, we would file the preliminary proxy statement with
          the Securities and Exchange Commission;

     o    if  the  Securities  and  Exchange  Commission  does  not  review  the
          preliminary  proxy  statement,  then 10 days  following the passing of
          such deadline,  we will mail the proxy statements to our stockholders,
          and 30 days  following  the passing of such deadline we will convene a
          meeting  of our  stockholders  at which  they will  either  approve or
          reject our plan of dissolution and distribution; and

     o    if the Securities and Exchange  Commission does review the preliminary
          proxy  statement,  we currently  estimate  that we will receive  their
          comments 30 days following the passing of such deadline.  We will mail
          the proxy statements to our  stockholders  following the conclusion of
          the comment and review  process (the length of which we cannot predict
          with any certainty), and we will convene a meeting of our stockholders
          at which they will  either  approve or reject our plan of  dissolution
          and distribution.

     In the event we seek  stockholder  approval for a plan of  dissolution  and
distribution and do not obtain such approval,  we will  nonetheless  continue to
pursue  stockholder  approval  for our  dissolution.  Our powers  following  the
expiration of the permitted time periods for consummating a business combination
will  automatically  thereafter  be limited to acts and  activities  relating to
dissolving and winding up our affairs, including liquidation.  The funds held in
our trust account may not be distributed except upon our dissolution and, unless
and until such approval is obtained from our stockholders, the funds held in our
trust account will not be released.  Consequently,  holders of a majority of our
outstanding  stock must  approve our  dissolution  in order to receive the funds
held in our trust  account  and the funds  will not be  available  for any other
corporate purpose.

     These  procedures,  or a  vote  to  reject  any  plan  of  dissolution  and
distribution  by our  stockholders,  may  result  in  substantial  delays in the
liquidation of our trust account to our public  stockholders as part of our plan
of dissolution and distribution.

                                       18
<page>

If  additional  financing is  required,  we may be unable to complete a business
combination or to fund the operations and growth of the target  business,  which
could compel us to restructure the transaction or abandon a particular  business
combination.

     We cannot currently  ascertain the capital  requirements for any particular
transaction.  If the net proceeds of our initial public offering and the private
placement prove to be  insufficient,  either because of the size of the business
combination or the depletion of the available net proceeds in search of a target
business,  or because we become  obligated  to convert  into cash a  significant
number of shares  from  dissenting  stockholders,  we will be  required  to seek
additional  financing.  We  cannot  assure  you  that  such  financing  would be
available  on  acceptable  terms,  if at  all.  To the  extent  that  additional
financing  proves to be  unavailable  when  needed to  consummate  a  particular
business  combination,  we would be compelled to restructure  the transaction or
abandon that  particular  business  combination  and seek an alternative  target
business candidate. In addition, if we consummate a business combination, we may
require  additional  financing  to fund the  operations  or growth of the target
business.  The  failure  to secure  additional  financing  could have a material
adverse effect on the continued  development  or growth of the target  business.
None of our  officers,  directors  or  stockholders  are required to provide any
financing to us in connection with or after a business combination.

The American  Stock  Exchange may delist our  securities  from  quotation on its
exchange  which  could  limit  investors'  ability to make  transactions  in our
securities and subject us to additional trading restrictions.

     We currently list our securities on the American Stock Exchange, a national
securities  exchange.  We cannot assure you that our securities will continue to
be listed on the American Stock Exchange.  Additionally,  in connection with our
business combination,  it is likely that the American Stock Exchange may require
us to file a new  initial  listing  application  and  meet its  initial  listing
requirements as opposed to its more lenient continued listing  requirements.  We
cannot  assure  you  that  we  will  be  able  to  meet  those  initial  listing
requirements at that time. If the American Stock Exchange delists our securities
from  trading  on its  exchange,  we could  face  significant  material  adverse
consequences, including:

     o    reduced liquidity with respect to our securities;

     o    a  determination  that our common stock is a "penny  stock" which will
          require  brokers  trading  in our  common  stock  to  adhere  to  more
          stringent  rules and possibly  resulting in a reduced level of trading
          activity in the secondary trading market for our common stock;

     o    limited amount of news and analyst coverage for us; and

     o    a  decreased   ability  to  issue  additional   securities  or  obtain
          additional financing in the future.

We may enter into a business  transaction  with an  affiliate  of our  officers,
directors or initial  shareholders.  Such a transaction may create a conflict of
interest.

     While we intend to focus  primarily on  acquiring an operating  business in
the  energy  services  sector,  the  possibility  exists  that we may  acquire a
business affiliated with one of our officers, directors or initial shareholders.
The only two  companies  affiliated  with our officers or directors  that may be
considered as possible combination  candidates are C.J. Hughes Construction Co.,
Inc.,  an  underground  utility  contracting  company,  and  Pritchard  Electric
Company,  Inc., an electrical  contractor in West  Virginia,  Ohio and Kentucky.
These companies are the only two affiliated companies that may offer products or
services  to enhance the  acquisition  of a third  party.  We would enter into a
business combination with an affiliate only in conjunction with or subsequent to
an acquisition of an unaffiliated company to the extent the unaffiliated members
of our Board of Directors determine the affiliated company added a complementary
component to the  unaffiliated  company  transaction in the form of a product or
service that the unaffiliated  company needed but did not have. For example,  if
an unaffiliated  company required a service or product (for example,  electrical
contracting)  that may be  supplied by either C.J.  Hughes  Construction  Co. or
Pritchard Electrical Company, we may consider a combination with such affiliated
company  in  conjunction  with our  business  combination  with an  unaffiliated
company.  These  companies are the only two affiliated  companies that may offer
products or services to enhance the acquisition of a third party. In no instance
would we acquire an affiliated  company  unless such  acquisition  was part of a

                                       19
<page>
business  combination  with an unaffiliated  company or subsequent to a business
combination with an unaffiliated  company that satisfied the net asset valuation
threshold. We (including all of our officers,  directors,  existing shareholders
or their  affiliates)  have had no direct or indirect  contact  with either C.J.
Hughes  Construction  Co.,  Inc. or Pritchard  Electrical  Company,  Inc. in the
context  of a  possible  business  combination  and  we  (including  all  of our
officers, directors, existing shareholders or their affiliates) are not aware of
any opportunities to combine with these two companies. Jack Reynolds serves as a
Vice President of Pritchard  Electrical  Company.  Marshall T. Reynolds and Jack
Reynolds are shareholders of Prichard Electrical  Company.  Marshall T. Reynolds
and Neal  Scaggs  are  shareholders  and Edsel R. Burns is the  President  and a
shareholder of C.J. Hughes Construction Co., Inc.

     Should we seek to acquire an  affiliated  business,  a potential  or actual
conflict of interest would exist. For example,  such a transaction may create an
appearance that a director or officer recommended a business  combination solely
for personal profit and not because it was in our best interest.  Our management
and board intend to act in accord with their fiduciary  duties to us, and to our
shareholders,  including obtaining an independent  fairness opinion in the event
we decide to pursue a business  transaction  with an affiliate of our directors,
officers or initial shareholders.  None of us, our directors,  and our officers,
contacts  or  sources  are  aware  of any  current  opportunity  to  acquire  an
affiliated company.

Our initial  stockholders,  including  our  officers  and  directors,  control a
substantial  interest in us and this may influence  certain actions  requiring a
stockholder vote.

     Our initial  stockholders  (including  all of our officers  and  directors)
collectively  own  approximately  23.0% of our issued and outstanding  shares of
common  stock.  In connection  with the vote  required for our initial  business
combination, all of our initial stockholders,  including all of our officers and
directors,  have  agreed  to vote  the  shares  of  common  stock  owned by them
immediately before our initial public offering,  as well as any shares of common
stock acquired in connection with or following our initial public  offering,  in
accordance  with the  majority of the shares of common stock voted by the public
stockholders.

Failure to maintain a current prospectus relating to the common stock underlying
our warrants may allow our warrants to expire worthless.

     No warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock  issuable  upon exercise of the warrants is current and
the common stock has been  registered  or qualified or deemed to be exempt under
the  securities  laws of the state of residence  of the holder of our  warrants.
Under the terms of a warrant  agreement  between  Continental  Stock  Transfer &
Trust Company, New York, New York, as warrant agent, and us, we have agreed only
to use our best  efforts to  maintain a current  prospectus  relating  to common
stock  issuable  upon  exercise  of the  warrants  until the  expiration  of the
warrants.  However,  we cannot  assure  you that we will be able to  maintain  a
current prospectus.  In the absence of an effective registration  statement,  we
have no obligation  to settle the warrants in cash,  and the warrants may expire
unexecuted  or  unredeemed.  The  warrants  may be deprived of any value and the
market for the warrants may be limited if the prospectus  relating to the common
stock issuable upon the exercise of the warrants is not current or if the common
stock is not  qualified or exempt from  qualification  in the  jurisdictions  in
which the holders of the warrants reside.

Our  outstanding  warrants may have an adverse effect on the market price of our
common stock and make it more difficult to effect a business  combination  using
our common stock as consideration.

     In connection with our initial public  offering and the private  placement,
as part of the units, we issued warrants to purchase 20,276,923 shares of common
stock. We also issued an option to purchase up to 450,000 units to Ferris, Baker
Watts,  Incorporated,  which,  if  exercised,  will result in the issuance of an
additional  900,000  warrants.  To the extent we issue shares of common stock to
effect a business  combination,  the potential  for the issuance of  substantial
numbers of  additional  shares upon  exercise of these  warrants  and the option
could  make us a less  attractive  acquisition  vehicle  in the eyes of a target
business as such securities,  when exercised, will increase the number of issued
and  outstanding  shares of our common  stock and reduce the value of any shares
issued to complete the business combination.  Accordingly,  our warrants and the
option  may make it more  difficult  to  effectuate  a business  combination  or
increase the cost of the target  business.  Additionally,  the sale, or even the

                                       20
<page>

possibility of sale, of the shares  underlying the warrants and the option could
have an adverse  effect on the market price for our securities or on our ability
to obtain future public  financing.  If and to the extent these warrants and the
option are exercised, you may experience dilution to your holdings.

If our initial  stockholders  exercise their registration rights, it may have an
adverse  effect on the market  price of our common  stock and the  existence  of
these rights may make it more difficult to effect a business combination.

     Our initial  stockholders  may request  that we register  the resale of the
2,150,000  shares of common  stock they  acquired  prior to our  initial  public
offering and our five directors (as well as a sixth  individual)  may request us
to register for resale of the shares of common stock  underlying  the  3,076,923
warrants they  purchased in the private  placement at any time after we announce
that we have  entered  a letter  of  intent,  an  agreement  in  principle  or a
definitive agreement in connection with a business  combination.  If our initial
stockholders  exercise  their  registration  rights with respect to all of their
initial shares of common stock as well as have the securities  underlying  their
warrants registered, then there will be an additional 5,226,923 shares of common
stock eligible for trading in the public market. The presence of this additional
number of shares of common stock  eligible for trading in the public  market may
have an adverse effect on the market price of our common stock. In addition, the
existence  of these rights may make it more  difficult to  effectuate a business
combination or increase the cost of the target business,  as the stockholders of
the target business may be discouraged from entering into a business combination
with us or will request a higher price for their securities as a result of these
registration  rights and the potential  future effect their exercise may have on
the trading market for our common stock.

If we are deemed to be an  investment  company,  we may be required to institute
burdensome compliance  requirements and our activities may be restricted,  which
may make it difficult for us to complete a business combination.

     If we are deemed to be an investment  company under the Investment  Company
Act of 1940, our activities may be restricted, including:

     o    restrictions on the nature of our investments; and

     o    restrictions on the issuance of securities,

which may make it difficult for us to complete a business combination. In
addition, we may have imposed upon us burdensome requirements, including:

     o    registration as an investment company;

     o    adoption of a specific form of corporate structure;

     o    reporting,  record keeping,  voting, proxy,  compliance and disclosure
          requirements; and

     o    complying with other rules and regulations.

     We do not believe that our anticipated principal activities will subject us
to the  Investment  Company Act of 1940. To this end, the proceeds held in trust
may only be invested by the trust agent in "government  securities"  (within the
meaning of the Investment  Company Act of 1940) with specific maturity dates. By
restricting  the investment of the proceeds to these  instruments,  we intend to
meet the requirements for the exemption  provided in Rule 3a-1 promulgated under
the  Investment  Company  Act of 1940.  If we were  deemed to be  subject to the
Investment  Company Act of 1940,  compliance  with these  additional  regulatory
burdens would require additional expense.

If  our  common  stock   becomes   subject  to  the  SEC's  penny  stock  rules,
broker-dealers may experience difficulty in completing customer transactions and
trading activity in our securities may be adversely affected.

     If at any time we have net tangible  assets of  $5,000,000  or less and our
common  stock has a market price per share of less than $5.00,  transactions  in

                                       21
<page>
our common stock may be subject to the "penny stock" rules promulgated under the
Securities Exchange Act of 1934, as amended.  Under these rules,  broker-dealers
who recommend  such  securities to persons other than  institutional  accredited
investors must:

     o    make a special written suitability determination for the purchaser;

     o    receive the purchaser's  written  agreement to a transaction  prior to
          sale;

     o    provide the purchase  with risk  disclosure  documents  that  identify
          certain risks  associated  with  investing in "penny  stocks" and that
          describe the market for these "penny stocks," as well as a purchaser's
          legal remedies; and

     o    obtain  a  signed  and  dated   acknowledgement   from  the  purchaser
          demonstrating  that the purchaser  has actually  received the required
          risk  disclosure  document before a transaction in a "penny stock" can
          be completed.

     If our common stock becomes subject to these rules, broker-dealers may find
it  difficult  to effect  customer  transactions  and  trading  activity  in our
securities  may be  adversely  affected.  As a result,  the market  price of our
securities  may be  depressed,  and you may find it more  difficult  to sell our
securities.

ITEM 2.           Properties
--------------------------------------------------------------------------------

     We maintain our executive  offices at 2450 First Avenue,  Huntington,  West
Virginia  25703.  Chapman  Printing  Co. has  agreed to provide us with  certain
administrative,  technology  and  secretarial  services,  as  well as the use of
certain  limited  office  space,  including a conference  room, at this location
pursuant  to a letter  agreement  between us and  Chapman  Printing  Co. We will
reimburse  Chapman Printing Co. for expenses up to $5,000 per month. We consider
our current office space adequate for our current operations.

ITEM 3.           Legal Proceedings
--------------------------------------------------------------------------------

     At September 30, 2006, we were not involved in any legal  proceedings,  the
outcome of which  would be  material to our  financial  condition  or results of
operations.

ITEM 4.           Submission of Matters to a Vote of Security Holders
--------------------------------------------------------------------------------

     No  matters  were  submitted  to a vote of  stockholders  during the fourth
quarter of the fiscal year under report.

                                     PART II

ITEM 5.           Market for Registrant's Common Equity, Related Stockholder
                  Matters and Issuer Purchases of Equity Securities
--------------------------------------------------------------------------------

     (a)Our  units,  common stock and warrants are listed on the American  Stock
Exchange under the symbols ESA.U, ESA and ESA.WS, respectively. Prior to October
3, 2006,  only the units traded on the American  Stock  Exchange.  The following
table  sets  forth the range of high and low sales  prices for the units for the
period indicated since the units commenced public trading on September 6, 2006.

    Fiscal 2006                           High        Low          Dividends
--------------------------------------------------------------------------------

Quarter ended September 30, 2006        $  6.00      $ 5.75        $  --

     As of  September  30,  2006,  there were one holder of record of our units,
nine  holders  of record  of our  common  stock and one  holder of record of our
warrants.

     We have not paid any cash  dividends on our common stock to date and do not
intend to pay cash dividends prior to the completion of a business  combination.
                                       22

<page>
The payment of cash dividends in the future will be contingent upon our revenues
and earnings,  if any,  capital  requirements  and general  financial  condition
subsequent to completion of a business combination. The payment of any dividends
subsequent to a business  combination  will be within the discretion of our then
board of  directors.  It is the present  intention  of our board of directors to
retain  all  earnings,   if  any,  for  use  in  our  business  operations  and,
accordingly,  our board  does not  anticipate  declaring  any  dividends  in the
foreseeable future.

Recent Sales of Unregistered Securities and Use of Proceeds

         Prior to completing our public offering, we sold the following shares
of common stock without registration under the Securities Act of 1933, as
amended:
<TABLE>
<CAPTION>

                      Name                          Number of Shares      Relationship to Us
<S>                                                     <C>            <C>
Marshall T. Reynolds.......................             537,500        Chairman of the Board, Chief Executive
                                                                       Officer and Secretary
Jack M. Reynolds...........................             430,000        Director, President and Chief Financial
                                                                       Officer
Edsel R. Burns.............................             537,500        Director
Neal W. Scaggs.............................             107,500        Director
Joseph L. Williams.........................             107,500        Director
Douglas Reynolds...........................             430,000        (1)
</TABLE>

----------------
(1) Douglas Reynolds is the son of Marshall T. Reynolds and the brother of Jack
M. Reynolds.

     Such shares were issued in connection with our organization pursuant to the
exemption from  registration  contained in Section 4(2) of the Securities Act as
they were sold to  sophisticated,  wealthy  individuals or entities.  The shares
issued to the  individuals  and entities  above were sold at a purchase price of
approximately $0.01 per share.

     On April 5, 2006, we entered into a warrant  placement  agreement  with our
initial stockholders for the sale of the following warrants without registration
under the Securities Act of 1933, as amended:
<TABLE>
<CAPTION>

                                                         Number of
                        Name                             Warrants                   Relationship to Us
<S>                                                     <C>           <C>
Marshall T. Reynolds.....................                2,692,303        Chairman of the Board, Chief Executive
                                                                          Officer and Secretary
Jack M. Reynolds.........................                   76,924        Director, President and Chief Financial
                                                                          Officer
Edsel R. Burns...........................                   76,924        Director
Neal W. Scaggs...........................                   76,924        Director
Joseph L. Williams.......................                   76,924        Director
Douglas Reynolds.........................                   76,924        (1)
</TABLE>
----------------
(1) Douglas Reynolds is the son of Marshall T. Reynolds and the brother of Jack
M. Reynolds.

     A total of 3,076,923  warrants at a price of $0.65 per warrant,  generating
total gross  proceeds of $2,000,000  were sold  pursuant to the  exemption  from
registration  contained in Section 4(2) of the  Securities Act as they were sold
to  sophisticated,  wealthy  individuals or entities.  Each warrant entitles the
holder to purchase from us one share of our common stock at an exercise price of
$5.00.

     (b)      On  September 6, 2006,  we closed our initial  public  offering of
8,600,000  units.  Each unit  consisted of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per  share.  The units were sold at an  offering  price of $6.00 per unit,
generating  gross  proceeds of  $51,600,000.  The  managing  underwriter  in the
offering  was Ferris,  Baker Watts,  Incorporated.  The  securities  sold in the
offering were  registered  under the  Securities  Act of 1933 on a  registration
statement on Form S-1 (No.  333-133111).  The Securities and Exchange Commission
declared the registration statement effective on August 30, 2006.

     We paid a total of $4,128,000 in  underwriting  discounts and  commissions,
including $1,032,000 for the underwriters'  non-accountable expense allowance of
                                       23

<Page>
     2.0 % of the gross proceeds, and approximately $774,000 for other costs and
expenses related to the offering. After deducting the underwriting discounts and
commissions and the other offering  expenses,  the total net proceeds to us from
the offering that were  deposited  into a trust fund were  $48,972,000.  The net
proceeds  deposited  into the trust fund remain on deposit in the trust fund and
have earned $177,174 in interest and dividends through September 30, 2006.

     (c)      Energy Services Acquisition Corp. did not repurchase any shares of
its common stock during the relevant period.

ITEM 6.           Selected Financial Data
--------------------------------------------------------------------------------

     The selected  financial data presented below summarizes  certain  financial
data  which has been  derived  from and should be read in  conjunction  with our
financial statements and notes thereto included in Item 8.

                                                       Period from
                                                     March 31, 2006
                                                        (Date of
                                                       Inception)
                                                         through
                                                      September 30,
                                                          2006
                                                     ---------------
Statement of Operations Data:
  Operating expenses...........................       $   48,754
  Other income.................................          177,174
  Net income...................................           87,420
  Basic and diluted net income per share.......              .02



                                                               September 30,
                                                                    2006
                                                               --------------
Balance Sheet Data:
  Cash and short term investments (including
   interest receivable of $145,014) held
    in trust fund...............................                 $50,258,554
  Working capital...............................                  48,811,014
  Total assets..................................                  50,258,554
  Total liabilities.............................                   1,447,540
  Value of common stock which may be
    converted to cash (1).......................                   9,988,200
------------------
(1)  If the business combination is approved and completed,  public stockholders
     who voted  against the  combination  will be entitled to redeem their stock
     for approximately  $5.81 per share,  which amount represents  approximately
     $5.69 per share  representing  the net  proceeds  of the  offering  and the
     private  placement  deposited  in the  trust  account  and  $0.12 per share
     representing the underwriters'  non-accountable expense allowance which the
     underwriters  have agreed to deposit into the trust  account and to forfeit
     on a pro-rata  basis to pay  redeeming  stockholders,  without  taking into
     account interest earned on the trust account.


ITEM 7.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations
--------------------------------------------------------------------------------

     The  following   discussion   should  be  read  in  conjunction   with  our
Consolidated  Financial  Statements  and  footnotes  thereto  contained  in this
report.

Forward Looking Statements

     The statements  discussed in this Report include forward looking statements
that involve risks and  uncertainties  detailed from time to time in our reports
filed with the Securities and Exchange Commission.
                                       24
<Page>

Overview

     We were formed on March 31, 2006, to serve as a vehicle to effect a merger,
capital stock exchange,  asset acquisition or other similar business combination
with an operating business.  We intend to utilize cash derived from the proceeds
of our  recently  completed  public  offering,  our  capital  stock,  debt  or a
combination   of  cash,   capital  stock  and  debt,  in  effecting  a  business
combination.

Results of Operations for the Period from March 31, 2006 (Date of Inception) to
September 30, 2006

     For the period from March 31, 2006 (inception)  through September 30, 2006,
we had net income of $87,420,  attributable to interest and dividend income less
formation and operating expenses and federal and state income and capital taxes.
Our interest and dividend  income of $177,174 for the period ended September 30,
2006 were  principally  derived from money market funds and Treasury Bills.  For
the period ended  September  30, 2006,  our expenses  consisted of formation and
operating costs of $48,754 and federal and state income taxes of $41,000.

Liquidity and Capital Resources

     We  consummated  our initial  public  offering on September 6, 2006.  Gross
proceeds from our initial public offering were  $51,600,000.  We paid a total of
$4,128,000 in underwriting discounts and commissions, and approximately $774,000
was paid for costs and expenses  related to the  offering.  After  deducting the
underwriting  discounts and commissions and the offering expenses, the total net
proceeds  to us from the  offering  that were  deposited  into a trust fund were
$48,972,000  (or  approximately  $5.69  per  unit  sold  in  the  offering).  An
additional $1,032,000,  representing the underwriter's  non-accountable  expense
allowance,  was also placed in the trust  account.  As of  September  30,  2006,
approximately  $49,149,173  (or  approximately  $5.72  per  share  sold  in  the
offering) is being held in the trust account. We intend to use substantially all
of the net proceeds of this offering to acquire a target business. To the extent
that our capital stock is used in whole or in part as  consideration to effect a
business  combination,  the proceeds held in the trust fund as well as any other
net proceeds not expended  will be used to finance the  operations of the target
business.  Our working capital will be generated  solely from interest earned on
the amount held in trust.  We are limited to $1,200,000 of such interest (net of
taxes) to fund working  capital.  We believe the  interest  earned on the amount
held in trust will be sufficient to fund our operations.  From September 6, 2006
through September 6, 2008, we anticipate  approximately $350,000 of expenses for
legal,   accounting   and  other   expenses   attendant  to  the  due  diligence
investigations,  structuring and negotiating of a business combination, $240,000
for expenses  for the due  diligence  and  investigation  of a target  business,
$120,000 in reimbursement expenses to Chapman Printing Co. ($5,000 per month for
two years),  $110,000 of expenses in legal and  accounting  fees relating to our
SEC reporting  obligations and $305,000 for general working capital that will be
used  for  tax  payments,   miscellaneous   expenses  and  reserves,   including
approximately  $100,000  (through  January 1,  2008) for  director  and  officer
liability insurance premiums. We do not believe we will need to raise additional
funds  following  this offering in order to meet the  expenditures  required for
operating our business. However, we may need to raise additional funds through a
private  offering  of debt or equity  securities  if such funds are  required to
consummate  a  business  combination  that is  presented  to us.  We would  only
consummate such a financing  simultaneously  with the consummation of a business
combination.

     In  connection  with  our  initial  public  offering,   we  issued  to  the
underwriters,  for $100,  an option to purchase up to a total of 450,000  units.
The units  issuable upon  exercise of this purchase  option are identical to the
units we sold in our initial public offering  except that the warrants  included
in the option have an exercise price of $6.25.  We estimated that the fair value
of this option was  approximately  $1,642,500  ($3.65 per unit  underlying  such
option) using a Black-Scholes option-pricing model. The fair value of the option
granted  to the  underwriter  was  estimated  as of the date of grant  using the
following assumptions:  (1) expected volatility of 75.7%, (2) risk-free interest
rate of 5.1% and (3) expected life of five years.

Off-Balance Sheet Arrangements

     We have never entered into any off-balance sheet financing arrangements and
have never established any special purpose entities.  We have not guaranteed any
debt  or   commitments  of  other  entities  or  entered  into  any  options  on
non-financial assets.

                                       25
<Page>

Contractual Obligations

     We do not have any long term debt,  capital  lease  obligations,  operating
lease obligations, purchase obligations or other long term liabilities.

Financial Condition


ITEM 7A.          Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------------------

     Market  risk is the  sensitivity  of income to changes in  interest  rates,
foreign  exchanges,  commodity prices,  equity prices,  and other  market-driven
rates or prices.  We are not  presently  engaged in and, if a suitable  business
target is not identified by us prior to the prescribed  liquidation  date of the
trust  fund,  we  may  not  engage  in,  any  substantive  commercial  business.
Accordingly,  we are not  and,  until  such  time as we  consummate  a  business
combination,  we will not be, exposed to risks  associated with foreign exchange
rates,  commodity prices,  equity prices or other market-driven rates or prices.
The net proceeds of our initial public offering held in the trust fund have been
invested only in money market funds meeting certain  conditions  under Rule 2a-7
promulgated under the Investment  Company Act of 1940. Given our limited risk in
our exposure to money market funds,  we do not view the interest rate risk to be
significant.

ITEM 8.           Financial Statements and Supplementary Data
--------------------------------------------------------------------------------

     Financial  Statements  are included as Exhibit 13 to this Annual  Report on
Form 10-K.

ITEM 9.          Changes In and Disagreements With Accountants on Accounting and
                 Financial Disclosure
--------------------------------------------------------------------------------

     None.

ITEM 9A.          Controls and Procedures
--------------------------------------------------------------------------------

     Under  the  supervision  and  with  the  participation  of our  management,
including our Chief Executive Officer and Chief Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934) as of the end of the  period  covered  by this  report.  Based  upon  that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that,  as of the end of the  period  covered  by  this  report,  our  disclosure
controls and procedures were effective to ensure that information required to be
disclosed in the reports that Energy Services Acquisition Corp. files or submits
under the Securities  Exchange Act of 1934, is recorded,  processed,  summarized
and reported, within the time periods specified in the SEC's rules and forms.

     There has been no change in Energy Services  Acquisition  Corp.'s  internal
control over financial  reporting  during Energy  Services  Acquisition  Corp.'s
fourth  quarter  of  fiscal  year  2006  that  has  materially  affected,  or is
reasonably  likely to materially  affect,  Energy Services  Acquisition  Corp.'s
internal control over financial reporting.

ITEM 9B.          Other Information
--------------------------------------------------------------------------------

         None.

                                    PART III

ITEM 10.          Directors and Executive Officers of the Registrant
--------------------------------------------------------------------------------

Directors and Officers

     Our current directors and executive officers are as follows:

                                       26

<Page>

      Name                   Age                 Position
--------------------------------------------------------------------------------

Marshall T. Reynolds          69        Chairman of the Board, Chief Executive
                                        Officer and Secretary
Jack M. Reynolds              41        Director, President and Chief Financial
                                        Officer
Edsel R. Burns                55        Director
Neal W. Scaggs                69        Director
Joseph L. Williams            61        Director

     Marshall T.  Reynolds  has served as our Chairman of the Board of Directors
since our  inception.  Mr.  Reynolds has served as Chief  Executive  Officer and
Chairman of the Board  Directors  of Champion  Industries,  Inc.,  a  commercial
printer,  business  form  manufacturer  and  supplier  of  office  products  and
furniture,  from 1992 to the present,  and sole  shareholder  from 1972 to 1993;
President and General  Manager of The Harrah & Reynolds  Corporation,  from 1964
(and sole shareholder since 1972) to present; Chairman of the Board of Directors
of  Portec  Rail  Products,  Inc.;  Chairman  of the Board of  Directors  of the
Radisson  Hotel in  Huntington,  West  Virginia;  and  Chairman  of the Board of
Directors  of  McCorkle  Machine and  Engineering  Company in  Huntington,  West
Virginia.  Mr.  Reynolds also serves as a Director of the Abigail Adams National
Bancorp,  Inc. in Washington,  D.C.; Chairman of the Board of Directors of First
Guaranty Bank in Hammond,  Louisiana;  and Chairman of the Board of Directors of
Premier Financial Bancorp,  Inc. in Huntington,  West Virginia.  Mr. Reynolds is
the father of Jack Reynolds.

     Jack Reynolds has served as President, Chief Financial Officer and a member
of our Board of Directors of since our inception.  Mr.  Reynolds has been a Vice
President of Pritchard  Electric Company since 1998.  Pritchard is an electrical
contractor  providing  electrical  services to both utility companies as well as
private  industries.  Mr. Reynolds also serves as a Director of Citizens Deposit
Bank of Vanceburg, Kentucky.

     Edsel R. Burns has been a Director since our inception.  Mr. Burns has been
President and Chief Executive Officer of C. J. Hughes Construction Company, Inc.
from September of 2002 to the present.  C. J. Hughes is an  underground  utility
construction  company  specializing in gas and water line replacement as well as
utility  environmental issues. From January 2002 to September of 2002, Mr. Burns
was self-employed as an independent  financial consultant to banks. From June of
2001 to December  2001,  Mr. Burns was the Chief  Financial  Officer for Genesis
Health Systems, a holding company for a collaborative  group of three hospitals,
two in Huntington,  West Virginia and one in Point Pleasant,  West Virginia. Mr.
Burns is a Certified Public accountant and is a member of the American Institute
of Certified Public  Accountants as well as the West Virginia and Ohio societies
of CPAs. He also is on the Board of Directors of Premier Financial Bancorp, Inc.

     Neal W. Scaggs has been a Director since our inception. Mr. Scaggs has been
president of Basiden Brothers, Inc. (retail and wholesale hardware) from 1963 to
the  present.  Mr.  Scaggs is on the Boards of  Directors  of Premier  Financial
Bancorp, Inc., Champion Industries, Inc. and Portec Rail Products, Inc.

     Joseph L. Williams has been a Director since our inception. Mr. Williams is
the Chairman and Chief Executive Officer of Basic Supply Company, Inc., which he
founded in 1977.  Mr.  Williams was one of the  organizers  and is a Director of
First Sentry Bank,  Huntington,  West  Virginia.  Mr.  Williams also serves as a
Director of Abigail  Adams  National  Bancorp,  Inc.,  in  Washington,  D.C. Mr.
Williams  is also a Director  of  Consolidated  Bank & Trust Co.,  in  Richmond,
Virginia.  Mr. Williams is a Director of the West Virginia  Capital  Corporation
and the West Virginia  Governor's  Workforce  Investment Council. He is a former
Director of Unlimited  Future,  Inc. (a small  business  incubator) and a former
Member  of  the  National   Advisory   Council  of  the  U.S.   Small   Business
Administration.  Mr.  Williams is a former Mayor and City Councilman of the City
of Huntington,  West Virginia.  He is a graduate of Marshall  University  with a
degree in finance and is a member its Institutional Board of Governors.

Section 16(a) Beneficial Ownership Reporting Compliance

     Our executive  officers and directors and beneficial owners of greater than
10% of the outstanding  shares of common stock are required to file reports with
the  Securities  and Exchange  Commission  disclosing  beneficial  ownership and
changes in  beneficial  ownership of our common stock.  Securities  and Exchange

                                       27
<Page>

Commission  rules require  disclosure if an executive  officer,  director or 10%
beneficial  owner fails to file these  reports on a timely  basis.  Based on our
review of ownership  reports  required to be filed for the year ended  September
30, 2006, no executive  officer,  director or 10% beneficial owner of our shares
of common stock failed to file ownership reports on a timely basis.

Code of Ethics

     Energy Services Acquisition Corp. has adopted a Code of Ethics that applies
to Energy Services  Acquisition Corp.'s principal  executive officer,  principal
financial  officer,  principal  accounting  officer  or  controller  or  persons
performing similar functions.  The Code of Ethics is filed as Exhibit 14 to this
Form 10-K.  A copy of the Code will be  furnished  without  charge upon  written
request to the Secretary,  Energy Services Acquisition Corp., 2450 First Avenue,
Huntington, West Virginia.

Board Committees

     Our board of directors has an audit  committee.  Our board of directors has
adopted a charter for this  committee  as well as a code of ethics that  governs
the conduct of our officers and employees.

Audit Committee

     Our audit committee consists of Messrs.  Burns,  Scaggs, and Williams.  The
independent directors we appoint to our audit committee is an independent member
of our board of  directors,  as defined by the rules of the SEC.  Each member of
our audit  committee is  financially  literate,  and our board of directors  has
determined that Mr. Burns qualifies as an audit committee  financial  expert, as
such term is defined by SEC rules.

     The audit committee  reviews the professional  services and independence of
our independent  registered public accounting firm and our accounts,  procedures
and internal controls.  The audit committee also recommends the firm selected to
be our independent  registered public accounting firm,  reviews and approves the
scope of the annual audit,  reviews and evaluates  with the  independent  public
accounting firm our annual audit and annual consolidated  financial  statements,
reviews with management the status of internal  accounting  controls,  evaluates
problem areas having a potential  financial impact on us that are brought to the
committee's   attention  by  management,   the  independent   registered  public
accounting  firm or the board of  directors,  and  evaluates  all of our  public
financial reporting documents.

Other Committees

     Our board  has  determined  that the  independent  members  of our board of
directors  will  perform  the  duties  of  the  nominating   committee  and  the
compensation  committee of the board of directors.  As a result, the independent
directors will (i) identify individuals qualified to become members of the board
of directors  and  recommend to the board of directors the nominees for election
to the board of directors,  (ii) recommend  director nominees for each committee
to the board of directors,  (iii) identify  individuals to fill any vacancies on
the board of directors, (iv) discharge the board of directors'  responsibilities
relating  to  compensation  of our  directors  and  officers  and (v) review and
recommend to the board of directors,  compensation  plans,  policies and benefit
programs, as well as approve chief executive officer compensation.

ITEM 11.          Executive Compensation
--------------------------------------------------------------------------------

     No executive  officer or director has  received any cash  compensation  for
services  rendered.  Commencing on August 30, 2006 through the  acquisition of a
target business, we will pay Chapman Printing Co., an entity associated with and
owned in part by Marshall T. Reynolds,  up to $5,000 per month for  reimbursable
expenses (such as administrative  expenses,  postage and telephone  expenses) at
cost. However, this arrangement is solely for our benefit and is not intended to
provide Marshall T. Reynolds compensation in lieu of a salary.

     Other  than  this  expense  reimbursement,  no  compensation  of any  kind,
including  finder's  and  consulting  fees,  will be paid to any of our  initial
stockholders,  our officers or directors, or any of their respective affiliates,

                                       28

<Page>

for services  rendered  prior to or in connection  with a business  combination.
However,  our initial  stockholders  will be  reimbursed  for any  out-of-pocket
expenses   incurred  in  connection  with  activities  on  our  behalf  such  as
identifying potential target businesses and performing due diligence on suitable
business  combinations.  There is no limit on the amount of these  out-of-pocket
expenses  and there will be no review of the  reasonableness  of the expenses by
anyone other than our board of directors,  which  includes  persons who may seek
reimbursement,  or a court of competent  jurisdiction if such  reimbursement  is
challenged.  If none of our directors are deemed "independent," we will not have
the  benefit of  independent  directors  examining  the  propriety  of  expenses
incurred on our behalf and subject to reimbursement.  Our current management may
only be able to remain with the combined  company  after the  consummation  of a
business combination if they are able to negotiate mutually agreeable employment
terms  as part of any such  combination,  which  terms  would  be  disclosed  to
stockholders in any proxy statement relating to such transaction.  The financial
interest of our offices and directors,  including any compensation arrangements,
could  influence  their  motivation in selecting,  negotiating and structuring a
transaction  with a target  business,  and  thus,  there  may be a  conflict  of
interest when determining  whether a particular  business  combination is in the
stockholder's best interest.

ITEM 12.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
--------------------------------------------------------------------------------

     The  following  table  sets  forth  information  regarding  the  beneficial
ownership of our common stock as of September 30, 2006 by:

o    each person known by us to be the  beneficial  owner of more than 5% of our
     outstanding shares of common stock;

o    each of our officers and directors; and

o    all our officers and directors as a group.

     Unless otherwise indicated,  we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.

                                                                  Amount and
                                                                   Nature of
                                                                   Beneficial
Name and Address of Beneficial Owner(1)         Ownership(2)    Percent of Class

Marshall T. Reynolds...................          862,500              8.0%
Jack M. Reynolds.......................          430,000              4.0%
Edsel R. Burns.........................          537,500              5.0%
Neal W. Scaggs.........................          107,500              1.0%
Joseph L. Williams.....................          107,500              1.0%
Douglas Reynolds(3)....................          430,000              4.0%

All directors and officers as a group
 (5 individuals).......................                              19.0%

------------------------
(1)  The business address of each person is 2450 First Avenue, Huntington,  West
     Virginia 25703.
(2)  Unless otherwise indicated,  all ownership is direct beneficial  ownership.
     Beneficially owned shares do not include any warrants which are exercisable
     only upon the later of August 29, 2007 or the  successful  completion  of a
     Business Combination.
(3)  Douglas Reynolds is the son of Marshall T. Reynolds and the brother of Jack
     M. Reynolds. Mr. Douglas Reynolds' address is Reynolds and Brown, PLLC, 703
     5th Avenue, Huntington, West Virginia 25701.

     All of the  shares of our common  stock  outstanding  prior to our  initial
public  offering have been placed in escrow with  Continental  Stock  Transfer &
Trust Company,  as escrow agent.  Subject to certain limited exceptions (each of
which requires that the shares remain in escrow for the required period),  these
shares  will  not be  transferable  during  the  escrow  period  and will not be
released until six months after the consummation of a business combination.

                                       29

<Page>

ITEM 13.          Certain Relationships and Related Transactions
--------------------------------------------------------------------------------

     As of August 30, 2006,  we issued  2,150,000  shares of our common stock to
the parties set forth below for $25,000 in cash, as follows:

<TABLE>
<CAPTION>

               Name                              Number of Shares               Relationship to Us
----------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>
Marshall T. Reynolds.....................             537,500             Chairman of the Board, Chief Executive
                                                                          Officer and Secretary
Jack M. Reynolds.........................             430,000             Director, President and Chief Financial
                                                                          Officer
Edsel R. Burns...........................             537,500             Director
Neal W. Scaggs...........................             107,500             Director
Joseph L. Williams.......................             107,500             Director
Douglas Reynolds.........................             430,000             (1)
</TABLE>


-----------------------
(1)  Douglas Reynolds is the son of Marshall T. Reynolds and the brother of Jack
     M. Reynolds.

     The holders of the  majority of these  shares may request  that we register
these shares  pursuant to an agreement  signed on September 6, 2006. We will use
our best efforts to prepare and file such  registration  statement,  although we
are not  obligated  to do so. The holders of the  majority  of these  shares may
elect to exercise these registration  rights at any time after the date on which
these  shares of common  stock are released  from  escrow.  In  addition,  these
stockholders   may  request   certain   "piggy-back"   registration   rights  on
registration  statements  filed  subsequent to the date on which these shares of
common stock are released  from escrow.  We will use our best efforts to prepare
and file such registration statements although we are not obligated to do so. We
will  bear the  expenses  incurred  in  connection  with the  filing of any such
registration statements.

     Our five  directors as well as Douglas  Reynolds and as agreed with Ferris,
Baker Watts,  Incorporated,  purchased in the aggregate  3,076,923 warrants in a
private  placement that occurred prior to our initial public offering at a price
equal to the price of our initial  public  offering,  $0.65 per  warrant.  In no
event shall we be obligated to settle these  warrants,  in whole or in part, for
cash.  Therefore any and all such warrants can expire unexercised or unredeemed.
The  existing  stockholders  have  agreed  that to the  extent  any of them  are
warrantholders   they  have  no  rights  to  participate   in  any   liquidation
distribution  occurring  upon our failure to consummate a business  combination,
but only with respect to those shares of common stock  acquired by them prior to
our initial public offering,  and the 3,076,923 warrants included in the private
placement, therefore, they will participate in any liquidation distribution with
respect to any shares of common stock  acquired in connection  with or following
our initial public offering.  In addition,  in connection with the vote required
for  our  initial  business  combination,  all  of  our  existing  stockholders,
including  all of our  officers  and  directors,  have agreed to vote all of the
shares of common stock owned by them,  including  those  acquired in the private
placement or during or after our initial public offering, in accordance with the
majority of the shares of common stock voted by the public stockholders.

     Chapman  Printing  Co.,  an entity  associated  with,  and owned in part by
Marshall T. Reynolds has agreed that,  commencing on August 30, 2006 through the
acquisition  of a target  business,  it will  make  available  to us at  certain
limited administrative,  technology and secretarial services, as well as the use
of certain  limited  office space,  including a conference  room, in Huntington,
West  Virginia,  as we may  require  from  time to time.  We have  agreed to pay
Chapman Printing Co. up to $5,000 per month for reimbursable expenses.  Marshall
T. Reynolds is a part owner of Chapman Printing Co.

     However,  this arrangement is solely for our benefit and is not intended to
provide Marshall T. Reynolds  compensation in lieu of a salary.  However, if our
directors  are not  deemed  "independent,"  we will not have had the  benefit of
disinterested directors approving this transaction.

     Marshall T.  Reynolds has advanced a total of $150,000,  on a  non-interest
bearing basis, to us as of September 30, 2006 for working capital purposes.

     We  will   reimburse  our  officers  and   directors  for  any   reasonable
out-of-pocket  business  expenses  incurred by them in  connection  with certain
activities on our behalf such as identifying and  investigating  possible target
businesses  and  business  combinations.  There  is no limit  on the  amount  of

                                       30

<Page>
accountable  out-of-pocket  expenses  reimbursable by us, which will be reviewed
only by our board or a court of competent  jurisdiction if such reimbursement is
challenged.

     Other  than  the  payment  of  up  to  $5,000  per-month  for  reimbursable
out-of-pocket expenses (such as administrative  expenses,  postage and telephone
expenses) at cost payable to Chapman  Printing Co., no  compensation  or fees of
any kind,  including  finder's and consulting  fees,  will be paid to any of our
initial stockholders,  officers or directors who owned our common stock prior to
our  initial  public  offering,  or to any of their  respective  affiliates  for
services rendered to us prior to or with respect to the business combination.

     Marshall T. Reynolds is deemed to be our "promoter" as such term is defined
under the Federal securities laws.

ITEM 14.          Principal Accountant Fees and Services
--------------------------------------------------------------------------------

     The firm of  Castaing,  Hussey  &  Lolan,  LLC,  CPAs  ("CHL")  acts as our
principal  accountant.  The following is a summary of fees paid or to be paid to
CHL for services rendered.

Audit Fees

     During the fiscal year ended  September  30,  2006,  we paid our  principal
accountant  $42,966 for the  services  they  performed  in  connection  with our
initial  public  offering,  including the financial  statements  included in the
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
September  6,  2006.  Additionally,  we expect to pay our  principal  accountant
$6,860 for the services they have performed in connection  with the audit of our
financial statements included in this Annual Report.

Audit-Related Fees

     During 2006,  except as described above,  our principal  accountant did not
render  any audit  assurance  and  related  services  reasonably  related to the
performance of the audit or review of financial statements.

Tax Fees

     During 2006, our principal accountant did not render services to us for tax
compliance, tax advice and tax planning.

All Other Fees

     During 2006,  there were no fees billed for products and services  provided
by the principal accountant other than those set forth above.

Audit Committee Approval

     Since our audit  committee  was not  formed  until  April  2006,  the audit
committee  did  not  pre-approve  all of the  foregoing  services  although  any
services rendered prior to the formation of our audit committee were approved by
our board of  directors.  Since the  formation of our audit  committee  and on a
going-forward  basis,  in  accordance  with  Section  10A(i)  of the  Securities
Exchange  Act of 1934,  before we engage our  independent  accountant  to render
audit or non-audit services, the engagement has been and will be approved by our
audit committee.

ITEM 15.          Exhibits and Financial Statement Schedules
--------------------------------------------------------------------------------

     The exhibits and financial statement schedules filed as a part of this Form
10-K are as follows:

         (a)(1)   Financial Statements-filed as Exhibit 13
                  --------------------
         o        Report of Independent Registered Public Accounting Firm

                                       31
<Page>

         o        Balance Sheet,
                           September 30, 2006
         o        Statement of Income,
                           Period Ended September 30, 2006
         o        Statement of Shareholders' Equity,
                           Period Ended September 30, 2006
         o        Statement of Cash Flows,
                           Period Ended September 30, 2006
         o        Notes to Financial Statements.

         (a)(2)   Financial Statement Schedules
                  -----------------------------

                    No  financial  statement  schedules  are filed  because  the
                    required information is not applicable or is included in the
                    consolidated financial statements or related notes.

         (a)(3)   Exhibits
                  ---------


  Exhibit No.                          Description
  ----------                           -----------

     3.1          Amended and Restated Certificate of Incorporation.*
     3.2          Bylaws.*
     3.3          Certificate of Amendment to the Registrant's Certificate of
                   Incorporation.*
     4.1          Specimen Unit Certificate.*
     4.2          Specimen Common Stock Certificate.*
     4.3          Specimen Warrant Certificate.*
     4.4          Form of Unit Purchase Option.*
     4.5          Form of Warrant Agreement between Continental Stock Transfer &
                   Trust Company and the Registrant.*
     10.1         Letter Agreements among the Registrant, Ferris,  Baker  Watts,
                   Incorporated,  and Officers and
                  Directors.*
     10.2         Form of Investment Management Trust Agreement between
                   Continental Stock Transfer & Trust Company and the
                   Registrant.*
     10.3         Form of Stock Escrow Agreement between the Registrant,
                  Continental Stock Transfer & Trust Company   and  the Initial
                  Stockholders.*
     10.4         Form of Letter Agreement between Chapman Printing Co. and the
                   Registrant regarding administrative support.*
     10.5         Advance Agreement between the Registrant and Marshall T.
                   Reynolds, dated March 31, 2006.*
     10.6         Form of Amended Registration Rights Agreement among the
                   Registrant and the Initial Stockholders.*
     10.7         Warrant Placement  Agreement  between Marshall T. Reynolds,
                   Edsel Burns, Douglas Reynolds, Jack Reynolds, Neal Scaggs,
                   Joseph Williams and Ferris, Baker Watts, Incorporated.*
     13           Audited Financial Statements
     14           Code of Ethics*
     23.1         Consent of Castaing, Hussey & Lolan, LLC, CPAs.
     31.1         Certification of Chief Executive Officer pursuant to Rule
                  13a-14(a) of the Securities Exchange Act of 1934, as amended,
                  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002
     31.2         Certification of Chief Financial Officer pursuant to Rule
                  13a-14(a) of the Securities Exchange Act of 1934, as amended,
                  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002
      32          Certification of Chief Executive Officer and Chief Financial
                   Officer pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
------------------------------

*    Incorporated  by  reference  to the  Registration  Statement on Form S-1 of
     Energy Services  Acquisition Corp. (file no. 333-133111),  originally filed
     with the Securities and Exchange Commission on April 7, 2006, as amended.

(b)  The exhibits listed under (a)(3) above are filed herewith.

(c)  Not applicable.


                                       32

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of Section 13 of the Securities  Exchange Act
of 1934,  the  Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                            ENERGY SERVICES ACQUISITION CORP.


Date: December 18, 2006               By:   /s/ Marshall T. Reynolds
                                            ---------------------------------
                                            Marshall T. Reynolds
                                            Chairman and Chief Executive Officer
                                            (Duly Authorized Representative)

     Pursuant to the  requirements  of the  Securities  Exchange  of 1934,  this
report has been signed by the following  persons on behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

                         Name                                      Position                              Date
---------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>                                    <C>
By:      /s/Marshall T. Reynolds                            Chairman of the Board,                December 18, 2006
         --------------------------------------       Chief Executive Officer and Secretary
         Marshall T. Reynolds                            (Principal Executive Officer)


By:      /s/ Jack R. Reynolds                         President, Chief Financial Officer          December 18, 2006
         --------------------------------------              and Director
         Jack R. Reynolds                       (Principal Financial and Accounting Officer)

By:      /s/ Edsel R. Burns                                        Director                       December 18, 2006
         --------------------------------------
         Edsel R. Burns


By:      /s/ Neal W. Scaggs                                        Director                       December 18, 2006
         --------------------------------------
         Neal W. Scaggs


By:      /s/ Joseph L. Williams                                    Director                       December 18, 2006
         --------------------------------------
         Joseph L. Williams
</TABLE>


<PAGE>


                                   Exhibit 13

<Page>




                          INDEX TO FINANCIAL STATEMENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-2
BALANCE SHEET                                                             F-3
STATEMENT OF INCOME                                                       F-4
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                              F-5
STATEMENT OF CASH FLOWS                                                   F-6
NOTES TO THE FINANCIAL STATEMENTS                                 F-7 to F-11









                                       F-1



<page>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


     To the Board of Directors
     Energy Services Acquisition Corp.
     Huntington, West Virginia


We have audited the  accompanying  balance sheet of Energy Services  Acquisition
Corp. (a development  stage enterprise) (the "Company") as of September 30, 2006
and the related  statements of income,  stockholders'  equity and cash flows for
the period  from  March 31,  2006  (inception)  to  September  30,  2006.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the 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 financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Energy Services  Acquisition
Corp. as of September 30, 2006,  and the results of its  operations and its cash
flows for the period from March 31, 2006  (inception)  to September  30, 2006 in
conformity with United States generally accepted accounting principles.


/s/ Castaing, Hussey & Lolan, LLC

New Iberia, LA
December 8, 2006


                                      F-2

<page>

<TABLE>
<CAPTION>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                                  Balance Sheet
                               September 30, 2006

       ASSETS
<S>                                                                                                   <C>
            Cash                                                                                      $ 77,381
            Investments held in trust, including interest receivable of $145,014                    49,149,173
            Cash held in trust from underwriter                                                      1,032,000
                                                                                                  ------------
       Total Assets                                                                               $ 50,258,554
                                                                                                  ============
       LIABILITIES AND STOCKHOLDERS' EQUITY
            Accrued offering costs                                                                   $ 178,015
            Accrued expenses                                                                            87,525
            Notes Payable to Stockholder                                                               150,000
            Due to Underwriter                                                                       1,032,000
                                                                                                  ------------
       Total Liabilities                                                                             1,447,540
                                                                                                  ------------
       Common stock subject to possible redemption -
            1,719,140 shares at redemption value                                                     9,988,200
                                                                                                  ------------
       Commitments

       Stockholders' Equity
            Preferred stock, $.0001 par value
                 Authorized 1,000,000 shares; none issued                                                    -
            Common Stock, $.0001 par value
                 Authorized 50,000,000 shares
                 Issued and outstanding 10,750,000 shares, inclusive of 1,719,140 shares
                    subject to possible redemption                                                         903
            Additional  paid-in capital                                                             38,734,491
            Retained Earnings accumulated during the development stage                                  87,420
                                                                                                  ------------
       Total  Stockholders' Equity                                                                  38,822,814
                                                                                                  ------------
       Total Liabilities and Stockholders' Equity                                                 $ 50,258,554
                                                                                                  ============
</TABLE>


     The accompanying notes are an integral part of these financial statements.

                                       F-3

<page>
<TABLE>
<CAPTION>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                               Statement of Income


          For the period from March 31, 2006 (inception) to September 30, 2006
          Operating Expenses:
<S>                                                                                                      <C>
               Formation and operating costs                                                             $ 18,754
               Franchise taxes                                                                             30,000
                                                                                                        ---------
          Loss from operations before taxes                                                               (48,754)

          Income from trust fund investments                                                              177,174
                                                                                                        ---------
          Income before income taxes                                                                      128,420

          Income taxes                                                                                     41,000
                                                                                                        ---------
          Net Income                                                                                     $ 87,420
                                                                                                        =========

          Weighted average shares outstanding basic and  diluted                                        3,607,609
                                                                                                        ---------
          Basic and diluted net income per share                                                           $ 0.02
                                                                                                        =========
</TABLE>


     The accompanying notes are an integral part of these financial statements.

                                       F-4
  <page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                  Statement of Changes in Stockholders' Equity


For the period from March 31, 2006 (inception) to September 30, 2006
<TABLE>
<CAPTION>

                                                                                                       Retained
                                                                                                       Earnings
                                                   Common Stock        Additional                     Accumulated          Total
                                                 ---------------         Paid in       Treasury        During the      Stockholders'
                                                Shares      Amount       Capital         Stock      Development Stage     Equity
                                                ------------------     ----------      --------     -----------------   -----------
<S>                                            <C>        <C>         <C>            <C>           <C>                 <C>
Issuance of common stock to initial
 stockholders on March 31, 2006
  at $.01 Per share                           2,500,000    $ 250       $ 24,750                                          $ 25,000

Return of 350,000 shares on
     August 30, 2006 by initial stockholders                          1,645,000    $(1,645,000)                                 -

Cancellation of Common Stock to
     initial stockholders                      (350,000)     (35)    (1,644,965)     1,645,000                                   -

Sale of Private Placement  Warrants                                   2,000,000                                         2,000,000

Sale of 8,600,000 units net of underwriter's
     discount and offering expenses           8,600,000      860     46,697,634                                        46,698,494

Sale of underwriter option                                                  100                                               100

Shares reclassified to "Common Stock
     subject to possible redemption"         (1,719,140)    (172)    (9,988,028)                                       (9,988,200)

Net Income                                                                                               $ 87,420        $ 87,420

Balance at September 30, 2006                 9,030,860    $ 903    $38,734,491            $ -           $ 87,420    $ 38,822,814

</TABLE>

 The accompanying notes are an integral part of these financial statements.

                                      F-5


<page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                             Statement of Cash Flows

<TABLE>
<CAPTION>

      For the period from March 31, 2006 (inception) to September 30, 2006

      Cash flow from operating activities
<S>                                                                                                           <C>
           Net Income                                                                                         $ 87,420
             Adjustment to reconcile net loss to net cash used in operating activities:
                Changes in:
                   Accrued Income and accretion on investments held in trust fund                             (177,173)
                   Accrued Expenses                                                                             87,525

      Net cash used in operating activities                                                                     (2,228)

      Cash flows from investing Activities
           Purchase of investments held in trust fund                                                      (50,004,000)

      Cash flows from financing activities
           Proceeds from Public Offering                                                                    51,600,000
           Proceeds from Private Placement of warrants                                                       2,000,000
           Proceeds from issuance of underwriting options                                                          100
           Proceeds from issuance of common stock to initial stockholders                                       25,000
           Loans from Stockholder                                                                              375,000
           Payment of Loan from Stockholder                                                                   (225,000)
           Payment of Offering Costs                                                                        (3,691,491)

      Net cash provided by financing activities                                                             50,083,609

      Net increase in cash and cash equivalents at end of period                                              $ 77,381

      Supplemental disclosure of non-cash financing activity:
           Accrued and unpaid offering costs                                                                 $ 178,015
           Income taxes paid                                                                                       $ -
</TABLE>


      The accompanying notes are an integral part of these financial statements.
                                      F-6

<page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements

1.   Organization, Business Operations and Significant Policies

Nature of Business

     Energy  Services  Acquisition  Corp.  (the  "Company") was  incorporated in
Delaware  on March 31,  2006 as a blank  check  company  whose  objective  is to
acquire an operating business.

     Activity through September 30, 2006 relates to the Company's  formation and
the public offering  described below.  The Company has selected  September 30 as
its fiscal year-end.

     The registration  statement for the Company's  initial public offering (the
"Public  Offering") (as described in note 2) was declared  effective  August 29,
2006.  The Company  consummated  the Public  Offering on  September  6, 2006 and
preceding the consummation of the Public Offering on September 6, 2006,  certain
officers,  directors  and  initial  shareholders  of the  Company  purchased  an
aggregate  of  3,076,923  warrants  at $0.65 per  warrant  from the Company in a
private  placement (the "private  placement").  The warrants sold in the Private
Placement were  identical to the warrants sold in the offering,  except that the
private placement warrants are not registered at this time. The Company received
net  proceeds  from the Private  Placement  and the  Offering  of  approximately
$48,698,494 (note 2).

     The Company's  management has broad discretion with respect to the specific
application of the net proceeds of this Public Offering,  although substantially
all of the net  proceeds of this Public  Offering  are  intended to be generally
applied toward  consummating a business  combination with an operating  business
("Business  Combination").  Furthermore,  there is no assurance that the company
will be able to successfully affect a Business Combination.  Upon the closing of
the Public  Offering,  $50,004,000  (including  $1,032,000 for the  Underwriters
non-accountable  expense  allowance)  was deposited in a trust  account  ("Trust
Account") and invested in United  States  Government  Securities  defined as any
Treasury  Bill issued by the United  States having a maturity of one hundred and
eighty days or less or in money market funds meeting  certain  conditions  under
Rule 2a-7 promulgated under the Investment  Company Act of 1940. Such funds will
be invested in the manner outlined until the earlier of (i) the  consummation of
its first Business  Combination or (ii) liquidation of the Company.  The placing
of the funds in the Trust  Account may not protect  those funds from third party
claims against the Company.  Although the Company will seek to have all vendors,
prospective  target businesses or other entities it engages,  execute agreements
with the Company waiving any right,  title,  interest or claim of any kind in or
to any monies held in the Trust  Account,  there is no guarantee  that they will
execute such agreements.  If the Company liquidates prior to the consummation of
a Business Acquisition, the officers and directors shall under certain customary
circumstances,   be  personally  liable  to  pay  any  debts,   obligations  and
liabilities of the Company to various vendors,  prospective target businesses or
other entities that are owed money by it for services rendered or contracted for
or products  sold to it in excess of the  working  capital not held in the Trust
Fund.  Interest  or  earnings  from funds  invested  in the Trust  Account up to
$1,200,000  net of taxes may be used to pay for business,  legal and  accounting
due diligence on prospective acquisitions, continuing general and administrative
expenses,  and income taxes. The Company,  after signing a definitive  agreement
for the acquisition of a target business, is required to submit such transaction
for stockholder  approval.  In the event that stockholders owning 20% or more of
the shares sold in the Public Offering vote against the Business Combination and
exercise their conversion rights described below, the Business  Combination will
not be  consummated.  All of the  Company's  stockholders  prior  to the  public
offering,  including all of the officers and directors of the Company  ("Initial
Stockholders"),  have agreed to vote their  2,150,000  founding shares of common
stock in  accordance  with the vote of the  majority  in  interest  of all other
stockholders of the Company ("Public Stockholders") with respect to any Business
Combination.   After  consummation  of  a  Business  Combination,  these  voting
safeguards will no longer be applicable.

                                       F-7
<page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements


     With respect to a Business  Combination  which is approved and consummated,
any  public  stockholder   presented  with  the  right  to  approve  a  Business
Acquisition  can instead  demand that his stock be  converted  into his pro rata
share of the Trust Fund upon the  consummation  of the  transaction  if he votes
against such transaction. Such Public Stockholders are entitled to receive their
per share  interest in the Trust Account  computed  without regard to the shares
held by the Initial Stockholders.

     The  Company's   Certificate  of   Incorporation   provides  for  mandatory
liquidation  of the Company in the event that the Company does not  consummate a
Business  Combination  within 18 months from the date of the consummation of the
Public  Offering,  or 24 months from the  consummation of the Public offering if
certain extension criteria have been satisfied. In the event of liquidation,  it
is likely that the per share value of the residual  assets  remaining  available
for  distribution  (including  Trust Fund  assets) will be less than the initial
public offering price per share in the Public Offering.

Investments Held in Trust

     The Company's  restricted  investments  held in the Trust Fund at September
30,  2006 are  comprised  of an  institutional  money  fund and a United  States
Treasury Bill with a maturity of November 30, 2006 in the amounts of $40,148,572
and $10,032,601, respectively.

Income Taxes

     The Company  follows  Statement of Financial  Accounting  Standards No. 109
("SFAS No.  109),  "Accounting  for Income  Taxes" which  establishes  financial
accounting  and reporting  standards for the effects of income taxes that result
from an  enterprise's  activities  during the current and  preceding  years.  It
requires an asset and liability approach for financial  accounting and reporting
for income taxes.

Earnings Per Share

     Net  income  per share is  computed  on the basis of the  weighted  average
number of common shares outstanding during the period.

Fair Value of Financial Instruments

     The fair values of the  Company's  assets and  liabilities  that qualify as
financial  instruments  under SFAS No. 107 approximate their carrying amounts at
September 30, 2006.

Use of Estimates

     The  preparation of financial  statements in conformity  with United States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

     For purposes of  presentation  in the financial  statements,  cash and cash
equivalents  are defined as cash,  interest  bearing  deposits  and non interest
bearing  demand  deposits at financial  institutions  and trust  companies  with
maturities of less than one year.

Recently Issued Accounting Pronouncements

     Energy Services  Acquisition Corp. does not expect the adoption of recently
issued accounting  pronouncements to have a significant  impact on the Company's
results of operations, financial position or cash flow.

                                       F-8

<page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements



2.   Public Offering

     On September 6, 2006,  the Company sold  8,600,000  units  ("Units") in the
Public Offering at a price of $6.00 per Unit. Each Unit consists of one share of
the Company's common stock,  $.0001 par value,  and two Redeemable  Common Stock
Purchase  Warrants  ("Warrants").  Each Warrant  entitles the holder to purchase
from the  Company one share of common  stock at an  exercise  price of $5.00 per
share  commencing on the later of the  consummation by the Company of a Business
Acquisition,  as  defined  below,  or one  year  after  the  Effective  Date and
terminating  on the fifth  anniversary of the date of the Public  Offering.  The
Company may redeem the Warrants  for a redemption  price of $0.01 per Warrant at
any time if notice of not less than 30 days is given and the last sale  price of
the Common  Stock has been at least $8.50 on 20 of the 30 trading days ending on
the third day prior to the day on which notice is given.

     On the 90th  day  after  the  date of the  prospectus  or  earlier,  at the
discretion  of the  Underwriter,  the warrants  will separate from the units and
begin to trade.  Separate  trading of the warrants and the share of common stock
began on or about October 3, 2006.

     For the  warrants,  the Company is only required to use its best efforts to
cause a registration  statement  covering issuance of the shares of common stock
underlying the warrants to be declared  effective and, once  effective,  only to
use  its  best  efforts  to  maintain  the  effectiveness  of  the  registration
statement.  The Company will not be obligated to deliver  securities,  and there
are  no  contractual   penalties  for  failure  to  deliver  securities,   if  a
registration  statement is not effective at the time of exercise.  Additionally,
in no event is the Company obligated to settle any warrant, in whole or in part,
for cash in the event it is unable to deliver  registered shares of common stock
and,  if it is unable to do so,  the  warrants  could  expire  unexercised.  The
holders of  warrants do not have the rights or  privileges  of holders of common
stock,  including any voting rights,  until such holders exercise their warrants
and receive shares of the Company's common stock.

     In connection with the offering,  the Company paid the  underwriters of the
Public  Offering an  underwriting  discount  of 6% of the gross  proceeds of the
Public Offering  ($3,096,000) and a  non-accountable  expense allowance of 2% of
the gross proceeds ($1,032,000).  However, the underwriters have agreed that the
expense  allowance  amount will be placed in the Trust Account until the earlier
of the  completion of a business  combination  or the  liquidation  of the Trust
Account.  In the event that the business  combination  is not  consummated,  the
underwriter will forfeit the 2.0% being deferred.

     The Company  also issued to the  underwriter  at the time of closing of the
Offering a unit purchase option, for $100, to purchase up to 450,000 units at an
exercise price of $7.50. The unit purchase option shall be exercisable any time,
in  whole  or in  part,  between  the  first  anniversary  date  and  the  fifth
anniversary date of the Public Offering.

     For the  option,  the Company is only  required to use its best  efforts to
cause  a  registration  statement  covering  the  resale  of the  units  and the
securities  comprising  the  units  and,  once  effective,  only to use its best
efforts to maintain the effectiveness of the registration  statement.  There are
no contractual penalties for failure to effect the registration of the units and
the securities comprising the units.  Additionally,  in no event, is the Company
obligated to settle the option, the units or the warrants included in the units,
in  whole  or in  part,  for  cash in the  event  it is  unable  to  effect  the
registration of the units and the securities comprising the units. The holder or
holders of the options do not have the rights or privileges of holders of common
stock,  including any voting rights,  until such holder or holders  exercise the
options and receive shares of the Company's common stock.

     The  Company  intends  to account  for the fair value of the unit  purchase
option,  inclusive  of the  receipt of $100 cash  payment,  as an expense of the
Public Offering  resulting in a charge  directly to  stockholders'  equity.  The
Company  estimates  that  the  fair  value  of  this  unit  purchase  option  is
approximately  $1,642,500 ($ 3.65 Per Unit) using a Black-Scholes option pricing
model.  The fair value of the unit purchase option granted to the underwriter is
estimated as of the date of grant using the following assumptions:  (I) expected
volatility of 75.7 %, (2) risk free interest rate of 5.1 % and (3) expected life
of 5 years.

                                       F-9
<Page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements

3.   Commitments

     The Company presently occupies office space provided by an affiliate of one
of the Company's  executive  officers.  Such affiliate has agreed that until the
Company consummates a Business  Combination,  it will make such office space, as
well as certain office and secretarial services available to the Company, as may
be required by the Company from time to time. The Company has agreed to pay such
affiliate  up to $5,000 per month for  reimbursement  of  expenses  expended  on
behalf of the Company commencing on the date of the effective date of the Public
Offering.

     Pursuant to letter  agreements  with the Company and the  Underwriter,  the
Initial  Stockholders  have  waived  their right to receive  distributions  with
respect to their founding shares upon the Company's liquidation.

     The Company's Initial Stockholders purchased in the aggregate, 3,076,923 of
the  Warrants  from  the  Company  at a  purchase  price  of  $.65  per  Warrant
($2,000,000 in the aggregate) in a private  placement.  These warrants,  and the
warrants  issued as part of the Units in the Public  Offerings,  do not have any
liquidation rights.

     The Initial  Stockholders are entitled to registration  rights with respect
to their founding shares  pursuant to an agreement  signed on the effective date
of the Public Offering. The Holders of the majority of these shares are entitled
to make up to two demands that the Company register these shares at any time and
from time to time,  commencing  with the date the initial  shares are  disbursed
from the escrow  account.  In addition,  the Initial  Stockholders  have certain
"piggyback"  registration rights on the registration statements filed subsequent
to the release date from escrow.

     At any time and from time to time after the  release  date from  escrow and
prior to the fifth anniversary date hereof,  the holders of at least 51 % of the
Registrable  Securities  initially held by the underwriters may make two written
demands for a Demand Registration.

4.   Note Payable

     Prior to the offering, the Company issued an unsecured non-interest bearing
promissory  note for  $150,000  to  Marshall  T.  Reynolds,  Chairman  and Chief
Executive Officer. The note was repaid on September 6, 2006 from the proceeds of
the Public  Offering.  On September  6, 2006,  Mr.  Reynolds  loaned the Company
$150,000.  The loan will be repaid without  interest from working capital and is
also unsecured.

5.   Preferred Stock

     The Company is authorized to issue 1,000,000 shares of preferred stock with
such designations,  voting and other rights and preferences as may be determined
from time to time by the Board of Directors.

6.       Common Stock

     On March 31,  2006,  the  Company  issued  2,500,000  shares to the initial
stockholders.  On August  30,  2006 the  Company  entered  into an  underwriting
agreement with respect to the public sale of up to 8,600,000 units, reflecting a
reduction in the size of the Public Offering from 10,000,000 units as previously
contemplated to 8,600,000  units. In connection with such  modification,  and in
order to maintain  the  percentage  ownership of its  stockholders  prior to the
Public Offering, the Company's initial stockholders surrendered for cancellation
an  aggregate  of 350,000  shares of common  stock.  On the date the shares were
surrendered,  management determined the fair value of the Company's common stock
to be $4.70 per share.

                                      F-10

<Page>

                        Energy Services Acquisition Corp.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements

7.   Concentration of Credit Risk

     At September  30,  2006,  the Company  maintained  a checking  account at a
financial institution, the balance of which exceeded the federally insured limit
by $7,575.

8.   Income Taxes

     Energy Services  Acquisition Corp. (ESA) uses the liability  method,  where
deferred tax assets and liabilities are determined  based on the expected future
tax consequences of temporary differences between the carrying amounts of assets
and  liabilities for financial and income tax reporting  purposes.  There are no
timing differences and therefore no deferred tax asset or liability at September
30, 2006. There are no net operating loss carry forwards at September 30, 2006.

     At September 30, 2006, income tax expense consisted of the following:

Taxes currently payable
     Federal                                $           32,000
     State                                               9,000
                                            ------------------
Total                                       $           41,000
                                            ==================

The Company is incorporated in Delaware and is subject to franchise taxes, which
are shown as a component of operating expenses.


                                     F-11

<page>



                                                                    Exhibit 31.1

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

     I, Marshall T. Reynolds, certify that:


1.   I have  reviewed  this  Annual  Report  on  Form  10-K of  Energy  Services
     Acquisition Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):


     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting;


December 18, 2006                           /s/ Marshall T. Reynolds
------------------                          ------------------------------------
Date                                        Marshall T. Reynolds
                                            Chairman and Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I, Jack M. Reynolds, certify that:


1.   I have  reviewed  this  Annual  Report  on  Form  10-K of  Energy  Services
     Acquisition Corp.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


     a)   designed  such  disclosure  controls  and  procedures  or caused  such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting;



December 18 , 2006                         /s/ Jack M. Reynolds
-------------------                        -------------------------------------
Date                                       Jack M. Reynolds
                                           President and Chief Financial Officer


<PAGE>


                                                                      Exhibit 32

                            Certification pursuant to
                             18 U.S.C. Section 1350,
                             as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


Marshall T. Reynolds, Chairman and Chief Executive Officer and Jack M. Reynolds,
President and Chief Financial Officer of Energy Services  Acquisition Corp. (the
"Company")  each certify in their  capacity as officers of the Company that they
have  reviewed the annual report of the Company on Form 10-K for the fiscal year
ended September 30, 2006 and that to the best of their knowledge:

1.   the report fully  complies with the  requirements  of Sections 13(a) of the
     Securities Exchange Act of 1934; and

2.   the information  contained in the report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



December 18 , 2006                         /s/ Marshall T. Reynolds
------------------                         -------------------------------------
Date                                       Marshall T. Reynolds
                                           Chairman and Chief Executive Officer


December 18 , 2006                         /s/ Jack M. Reynolds
------------------                         -------------------------------------
Date                                       Jack M. Reynolds
                                           President and Chief Financial Officer


The purpose of this  statement  is solely to comply  with Title 18,  Chapter 63,
Section  1350 of the United  States  Code,  as  amended  by  Section  906 of the
Sarbanes-Oxley Act of 2002.

A signed  original of this  written  statement  required by Section 906 has been
provided to Energy  Services  Acquisition  Corp.  and will be retained by Energy
Services  Acquisition  Corp.  and  furnished  to  the  Securities  and  Exchange
Commission or its staff upon request.