UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________  Form 10-Q  [x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended May 31, 2008  [ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from  ________  to  _______  Commission file number 333-134175  Lexington Energy Services Inc. (Name of small business issuer in its charter)  Nevada 98-0515522 (State or other jurisdiction of           (I.R.S. Employer Identification No.) incorporation or organization)  Bay A, 1115 48th Ave SE, Calgary, Alberta, Canada T2G 1A7 (Address of principal executive offices)  (Zip Code)  403-279-4550 (Issuer's telephone number)  Check  whether the issuer (1) filed all reports  required to be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter period that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  (Check One):  Large accelerated filer  [  ] Accelerated filer  [  ] Non-accelerated filer    [  ] Smaller reporting company  [X] (Do not check if a smaller reporting company)  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  [ ] Yes    [X] No  APPLICABLE ONLY TO CORPORATE ISSUERS The number of shares outstanding the issuer's common stock, $.0001 par value, was 29,143,669 as of July 31, 2008.      Table of Contents  PART I FINANCIAL INFORMATION  Item 1. Financial Statements  ........................................ 1  Item 2. Management's Discussion and Analysis of Financial Condition and  Results of Operations.......................................... 28  Item 3. Quantitative and Qualitative Disclosures About Market Risk.... 34  Item 4T. Controls and Procedures....................................... 35  PART II  Item 1. Legal Proceedings.............................................. 35  Item 1A. Risk Factors................................................... 36  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 36  Item 3. Defaults Upon Senior Securities................................ 36  Item 4. Submission of Matters to a Vote of Security Holders............ 37  Item 5. Other Information.............................................. 37  Item 6. Exhibits ..................................................... 37  EXHIBIT INDEX............................................................... 37  ii        Part 1. Item 1.  Financial Statements  Lexington Energy Services Inc. Page No.   Balance Sheets as at May 31, 2008 and November 30, 2007 2   Statements of Operations For the Six Months Ended May 31, 2008 and 2007 3   Statements of Stockholders' Equity (Capital Deficiency) For the Period From Inception March 30, 2005 to May 31, 2008 4   Statements of Cash Flows For the Six Months Ended May 31, 2008 and 2007 9  Notes to Financial Statements 11                    1


LEXINGTON  ENERGY  SERVICES  INC. (A Development Stage Company)  INTERIM CONSOLIDATED  FINANCIAL STATEMENTS AND NOTES  (Unaudited)  MAY 31, 2008


2


LEXINGTON ENERGY SERVICES, INC. AND SUBSIDIARIES (A Development Stage Company) INTERIM CONSOLIDATED BALANCE SHEETS (Stated in US Dollars)  May 31,November 30,ASSETS20082007CurrentCash and cash equivalents$        100,797$
8,149GST receivable-42,629Prepaid expenses218,42256,432Account receivables238,920650,473Deposits-238,176558,139995,859Due from related parties--Property & Equipment6,434,6977,001,631Land252,066252,0666,686,7637,253,697$
7,244,902$
8,249,556LIABILITIESCurrentAccounts payable and accrued liabilities$
1,011,608$
1,362,462Due to related parties701,779671,365Loan payable812,250759,298Current portion of obligations under capital lease869,654869,6543,395,2913,662,779Obligations under capital lease1,996,0822,157,1285,391,3735,819,907STOCKHOLDERS EQUITY (DEFICIT)Capital stockAuthorized:20,000,000preferred shares with a par value of $0.0001100,000,000common shares with a par value of $0.0001Issued:26,638,669common shares (2007: 25,391,577 common shares)2,6632,539Additional paid-in capital10,476,29110,280,084Stock subscriptions received--Accumulated other comprehensive loss(236,302)(274,213)Deficit accumulated during the development stage(8,389,123)(7,578,761)1,853,5292,429,649$
7,244,902$
8,249,556   The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES, INC. AND SUBSIDIARIES (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Stated in US Dollars)  For the three months endedFor the six months endedMay 31,May 31,2008200720082007RevenueSales, net$     358,097$       630,996$ 1,824,302$  1,783,250Cost of sales(304,119)(482,980)(786,240)(996,515)Gross Profit53,978148,0161,038,062786,735ExpensesConsulting fees85,73813,701146,68792,627Depreciation292,761112,410631,582221,826Director fees-263,250-263,250General and administrative191,238934,046437,9601,366,791Investor relations12,000134,00012,000134,000Management fees23,000238,388149,431404,547Professional fees99,773159,695171,320232,993Promo and marketing1,66128,8999,857181,812Rent(495)60,696-118,737Stock based compensation----Travel21,84958,31251,210104,353727,5251,992,2081,610,0473,120,936Income/(Loss) before other items(673,547)(1,844,192)(571,985)(2,334,201)Other items:Interest income1,2911,3972,7752,482Interest expense(93,516)-(241,152)-Gain on disposal of equipment----Loss on disposal of equipment-(25,541)-(25,541)(92,225)(24,144)(238,377)(23,059)Net loss for the period(765,772)(1,868,336)(810,362)(2,357,260)Foreign currency translation  adjustment(28,944)(59,954)37,911(122,014)Comprehensive loss for the period$
(794,716)$
(1,928,290)$ (848,273)$(2,479,274)Basic and diluted loss per share$
(0.03)$
(0.08)$       (0.03)$        (0.11)Weighted average number of shares outstanding26,345,00022,840,00026,068,00022,267,000  The accompanying notes are an integral part of these financial statements


LEXINGTON ENERGY SERVICES, INC. AND SUBSIDIARIES (A Development Stage Company) INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY for the period March 30, 2005 (Date of Inception) to May 31, 2008 (Stated in US Dollars)  Common StockAccumulatedStockAdditionalOtherNumber ofSubscriptionsPaid inComprehensiveDeficitSharesAmountReceivedCapitalLossAccumulatedTotalIssuance of common shares for cash- at $0.0001 per share at June 1, 200510,000,000$
1,000$
-$
-$
-$
-$
1,000Issuance of common shares for cash- at $0.03 per share at November 2, 20051,150,000115-34,385--34,500Issuance of commons shares for cash- at $0.10 per share at November 16, 20051,215,000122(10,000)121,378--111,500Net loss for the period-----(77,114)(77,114)Balance, November 30, 200512,365,0001,237(10,000)155,763-(77,114)69,886Common shares cancelled(100,000)(10)-(9,990)--(10,000)Share subscriptions received--10,000---10,000Issuance of common shares for cash- at $0.20 per share at December 12, 2005260,00026-51,974--52,000Issuance of common shares for cash- at $0.20 per share at December 21, 2005200,00020-39,980--40,000Issuance of common shares for cash- at $0.50 per share at February 17, 2006516,00051-257,949--258,000Issuance of common shares for cash- at $0.50 per share at March 8, 2006225,00022-112,478--112,500Issuance of common shares for cash- at $0.50 per share at March 24, 2006930,93093-465,372--465,465Issuance of common shares for cash- at $0.50 per share at April 18, 2006866,69687-433,261--433,348Issuance of common shares for cash- at $0.50 per share at April 25, 20064,0001-1,999--2,000Issuance of common shares for cash- at $ 0.85 per share at August 1, 2006431,61843-366,832--366,875Issuance of common shares for cash- at $ 0.85 per share at August 28, 20062,136,334213-1,815,671--1,815,884Subtotal17,835,5781,783-3,691,289-(77,114)3,615,958


The accompanying notes are an integral part of these financial statements


LEXINGTON ENERGY SERVICES, INC. AND SUBSIDIARIES Continued INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY for the period March 30, 2005 (Date of Inception) to May 31, 2008 (Stated in US Dollars)  Common StockAccumulatedStockAdditionalOtherNumber ofSubscriptionsPaid-inComprehensiveDeficitSharesAmountReceivedCapitalIncomeAccumulatedTotalSubtotal17,835,578$
1,783$
-$
3,691,289$
-$
(77,114)$
3,615,958Issuance of common stock for cash- at $0.85 per share at October 16, 2006800,61280-680,440--680,520Issuance of common stock for cash- at $0.85 per share at October 24, 2006989,57099-841,036--841,135Fair value of detachable warrants issued with convertible debentures---25,000--25,000Issuance of common stock pursuant to conversion of convertible debentures- at $0.85 per share at November 23, 20061,176,470118-999,882--1,000,000Stock based compensation---56,400--56,400Stock subscriptions received--279,317---279,317Foreign currency translation adjustment----(32,455)(32,455)Net loss for the period-----(1,971,446)(1,971,446)Balance, November 30, 200620,802,2302,080279,3176,294,047(32,455)(2,048,560)4,494,429Issuance of common stock for cash- at $1.00 per share at December 1, 2006494,64250(279,317)494,595--215,328Share subscription cancelled(10,000)(1)-(9,999)--(10,000)Issuance of common stock pursuant to stock options- at $0.50 per share at December 7, 200643,8604-21,926--21,930Issuance of common stock pursuant to warrants- at $0.85 per share at December 29, 2006255,75526-217,367--217,393Issuance of common stock pursuant to warrants- at $0.85 per share at January 16, 2007244,24524-207,585--207,609Issuance of common stock pursuant to stock options- at $0.85 per share at February 1, 200720,0002-16,998--17,000Issuance of common stock pursuant to stock options- at $0.50 per share at February 14, 2007107,48911-53,734--53,745Issuance of common stock for cash- at $1.00 per share at February 15, 2007330,95733-330,924--330,957Subtotal22,289,1782,229-7,627,177(32,455)-5,548,391 /contd


The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES, INC AND SUBSIDIARIES Continued INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY for the period March 30, 2005 (Date of Inception) to May 31, 2008 (Stated in US Dollars)  Common StockAccumulatedStockAdditionalOtherNumber ofSubscriptionsPaid-inComprehensiveDeficitSharesAmountReceivedCapitalLossAccumulatedTotalSubtotal22,289,1782,229-7,627,177(32,455)(2,048,560)5,548,391Issuance of common stock for cash- at $1.00 per share at March 20, 2007255,00025-254,975--255,000Issuance of common stock pursuant to stock options- at $0.50 per share at March 22, 200712,5121-6,254--6,255Issuance of common stock for services- at $0.75 per share at March 22, 200714,5852-10,937--10,939Issuance of common stock for services- at $0.73 per share at March 28, 200720,5482-14,998--15,000Issuance of common stock for services- at $0.81 per share at April 02, 2007325,00032-263,218--263,250Issuance of common stock for services- at $0.71 per share at April 11, 200770,0007-49,693--49,700Issuance of common stock for services- at$0.70 per share at April 17, 2007100,00010-69,990--70,000Issuance of common stock for services- at $0.47 per share at May 11, 2007100,00010-46,990--47,000Issuance of common stock for services- at $0.55 per share at May 29, 200755,0006-30,244--30,250Issuance of common stock for services- at $0.40 per share at July 06, 2007113,18311-45,262--45,273Issuance of common stock for services- at $0.40 per share at July 11, 2007600,00060-239,940--240,000Subtotal23,955,0062,395-8,659,678(32,455)(2,048,560)6,581,058 /contd    The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES, INC AND SUBSIDIARIES Continued INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY for the period March 30, 2005 (Date of Inception) to May 31, 2008 (Stated in US Dollars)  Common StockAccumulatedStockAdditionalOtherNumber ofSubscriptionsPaid-inComprehensiveDeficitSharesAmountReceivedCapitalLossAccumulatedTotalSubtotal23,955,0062,395-8,659,678(32,455)(2,048,560)6,581,058Issuance of common stock for services28,5713-9,997--10,000- at $0.35 per share at September 12, 2007Issuance of common stock for cash1,103,000110-551,390--551,500- at $0.50 per unit at October 24, 2007Issuance of common stock pursuant to stock options55,0006-13,744--13,750- at $0.25 per share at October 29, 2007Issuance of common stock for services50,0005-22,495--22,500- at $0.45 per share at October 29, 2007Issuance of common stock for services50,0005-19,995--20,000- at $0.40 per share at November 13, 2007Issuance of common stock for services50,0005-11,495--11,500- at $0.23 per share at November 21, 2007Issuance of common stock for services100,00010-25,990--26,000- at $0.26 per share at November 23, 2007Stock based compensation---861,800--861,800Fair value of detachable warrants issued---103,500--103,500Foreign currency translation adjustment----(241,758)-(241,758)Net loss for the period-----(5,530,201)(5,530,201)Balance, November 30, 200725,391,577$
2,539$
-$
10,280,084$
(274,213)$
(7,578,761)$
2,429,649   The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES, INC AND SUBSIDIARIESContinued INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY for the period March 30, 2005 (Date of Inception) to May 31, 2008 (Stated in US Dollars)  Common StockAccumulatedStockAdditionalOtherNumber ofSubscriptionsPaid-inComprehensiveDeficitSharesAmountReceivedCapitalLossAccumulatedTotalBalance, November 30, 200725,391,577$           2,539$
-$   10,280,084$     (274,213)$
(7,578,761)$
2,429,649Issuance of common stock for services151,60915-34,855--34,870- at $0.23 per share at January 9, 2008Issuance of common stock for services45,4834-10,457--10,461- at $0.23 per share at January 9, 2008Issuance of common stock for services200,00020-45,980--46,000- at $0.23 per share at January 9, 2008Issuance of common stock for services350,00035-69,965--70,000- at $0.20 per share at January 15, 2008Issuance of common stock for services- at $0.07 per share at April 23, 2008500,00050-34,950--35,000Foreign currency translation adjustment----37,911-37,911Net loss for the period-----(810,362)(810,362)Balance, May 31, 200826,638,669$
2,663$
-$
10,476,291$
(236,302)$
(8,389,123)$
1,853,529   The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES, INC. AND SUBSIDIARIES (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in US Dollars)   For the six months endedMay 31,20082007Operating ActivitiesNet loss for the period$
(810,362)$
(2,357,260)Adjustments to reconcile loss to cash used by
operating activities:Depreciation631,582221,826Warrants issued for investor relations--Shares issued for services196,331585,640Stock based compensation-526,300Loss on sale of equipment-25,541Gain on sale of equipment--Changes in non-cash working capital items:GST receivable42,629221,869Prepaid expenses and refundable deposits(161,990)(224)Accounts receivable411,553(26,551)Deposits238,176-Accounts payable and accrued liabilities(350,854)(27,104)1,007,4271,527,297Cash flows used in operating activities197,065(829,963)Investing ActivitiesEquipment deposit-(206,553)Purchase of property & equipment(64,648)(1,010,718)Proceeds from sale of equipment--Purchase of land-(6,380)Cash flows used in investing activities(64,648)(1,223,651) /contd  The accompanying notes are an integral part of these financial statements





LEXINGTON ENERGY SERVICES INC. Continued (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Stated in US Dollars)   For the six months endedMay 31,20082007Financing ActivitiesNet proceeds from loans from related parties30,41424,149Proceeds from loans payable52,952113,705Net capital lease obligations(161,046)-Common stock issued for cash-1,544,533Proceeds from stock subscriptions-(31,317)Cash flows provided by financing activities(77,680)1,651,070Effect of exchange rate changes on cash37,911(122,014)Net increase (decrease) in cash92,648(524,558)Cash, beginning of the period8,149639,499Cash, end of the period$
100,797$
114,941Supplemental disclosure of cash flow information:Cash paid during the period for interest$     241,142$                -Cash paid during the period for taxes--Supplemental disclosure of non-cash items:Warrants issued$                 -$      425,002Shares issued on conversion of convertible debt91,331110,440Shares issued for services105,000475,200Stock based compensation-526,300Common stock issued for subscriptions-546,285    The accompanying notes are an integral part of these financial statements


LEXINGTON ENERGY SERVICES INC. (A Development Stage Company) NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS May 31, 2008 and 2007 (Stated in US Dollars) (Unaudited)   Note 1 Interim Reporting  While the information presented in the accompanying interim six months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America.  These interim financial statements follow the same accounting policies and methods of their application as the Companys November 30, 2007 annual financial statements.  All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Companys November 30, 2007 annual financial statements. Operating results for the six months ended May 31, 2008 are not necessarily indicative of the results that can be expected for the year ended November 30, 2008. During the six months ended May 31, 2008, the Company generated revenue totaling $1,824,302.  The Company was in the development stage prior to the six months ended May 31, 2008.  Note 2 Continuance of Operations  These interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At May 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $8,389,123 since its inception, has a working capital deficiency of $2,837,152 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern.  The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers   that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.  13     Note 3 Significant Accounting Policies  a) Development Stage Company  The Company is a development stage company as defined in the Statements of Financial Accounting Standards (SFAS) No. 7.  The Company is still in the developmental stage, devoting substantially all of its present efforts to establish its business and its planned principal operations have not commenced, as only one subsidiary has started to realize some revenues but has not achieved full operations.  All losses accumulated since inception have been considered as part of the Companys development stage activities.  b) Consolidation  These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Lexcore Services Inc., Lexcoil Inc and Nitro-Gen Technologies Inc.  All inter-company transactions and account balances have been eliminated.  c) Financial Instruments  The carrying values of cash and cash equivalents, accounts payable and accrued liabilities and due to/from related parties approximate fair value because of the short-term nature of these instruments.  Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  d) Equipment  Equipment is recorded at cost.  Depreciation is provided on a straight-line basis over three years.  e) Impairment of Long-Lived Assets  In accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.  14     Note 3 Significant Accounting Policies  (contd)  f) Basic and Diluted Net Income (Loss) Per Share  The Company computes net loss per share in accordance with SFAS No. 128, "Earnings Per Share".  SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.  Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year.  Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method.  In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.  Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.  g) Comprehensive Loss  SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  h) Cash and Cash Equivalents  The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.  i) Income Taxes  The Company follows SFAS No. 109, Accounting for Income Taxes which requires the use of the asset and liability method of accounting for income taxes.  Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.  15     Note 3 Significant Accounting Policies  (contd)  j) Foreign Currency Translation  The Companys functional currency is the Canadian dollar as substantially all of the Companys operations are in Canada.  The Companys reporting currency is the United States dollar.  Foreign currency transactions undertaken in Canadian dollars are translated into United States dollars, in accordance with SFAS No. 52 Foreign Currency Translation, using exchange rates at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are re-measured at each balance sheet date at the exchange rate prevailing at the balance sheet date.  Foreign currency exchange gains and losses are charged to operations.  The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.  Translation adjustments arising from the use of differing exchange rates from period to period are included in the accumulated other comprehensive gain (loss) account in Stockholders Equity.  k) Stock Based Compensation  In December 2004, the FASB issued SFAS No. 123R, Share Based Payment, that addresses the accounting transactions in which a company exchanges its equity instruments for goods or services.  SFAS No. 123R requires that such transactions be accounted for using a fair value based method.  Adoption of SFAS No. 123R is effective for periods beginning after December 15, 2005.  The Company has adopted this pronouncement for the fiscal year commencing December 1, 2006.   l) Leases  Leases entered into by the Company as lessee that transfer substantially all the benefits and risks of ownership to the lessee are recorded as capital leases and are included in equipment.  All other leases are classified as operating leases under which leasing costs are recorded as expenses in the period in which they were incurred.  16     Note 3 Significant Accounting Policies  (contd)  m) Revenue Recognition The Company recognizes revenue when it is realized and earned.  Revenue and costs on drilling contracts are recognized as work progresses.  Progress is measured and revenues are recognized based upon agreed day-rate charges and/or other additional charges.  For certain contracts, the Company may receive additional lump-sum payments for the mobilization of rigs and other drilling equipment.  Consistent with the drilling contract day-rate revenues and charges, revenues and related direct costs incurred for the mobilization are recognized when earned.  Costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred.  The Company recognizes revenue under service contracts as services are performed and collection is reasonably assured. n) Recently Issued Accounting Pronouncements In February 2007, the FASS issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities" ("SFAS No. 159"). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value, and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new guidance is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of the adoption of SFAS No. 159 on its financial position and results of operations. In December 2006, the FASS approved FASS Staff Position (FSP) No. EITF 00-19-2, "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No.5, "Accounting for Contingencies". FSP EITF 00- I9-2 also requires additional disclosure regarding the nature of any registration payment arrangements, alternative settlement methods, the maximum potential amount of consideration and the current carrying amount of the liability, if any. The guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, "Accounting for Derivative Instruments and Hedging Activities", and No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", and FASS Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", to include scope exceptions for registration payment arrangements. The adoption of this pronouncement did not have an impact on the company's financial position, results or operations or cash flows.   17     Note 3 Significant Accounting Policies  (contd)  n) Recently Issued Accounting Pronouncements  contd In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, "Fair Value Measurements." This statement defines fair value, establishes a fair value hierarchy to be used in generally accepted accounting principles and expands disclosures about fair value measurements. Although this statement does not require any new fair value measurements, the application could change current practice. The statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this statement to its financial position and results of operations. In September 2006, the staff of the Securities and Exchange Commission issued SAB No. 108 which provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. SAS 108 becomes effective in fiscal 2007. The adoption of this pronouncement is not expected to have an impact on the Company's financial position, results of operation or cash flows. In July 2006, the Financial Accounting Standards Board issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an Interpretation of FASS Statement No. 109" (the "Interpretation"). The Interpretation establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The Interpretation is effective for fiscal years beginning after December 31, 2006, and is to be applied to all open tax years as of the date of effectiveness. The Company is in the process of evaluating the impact of the application of the Interpretation to its financial statements. In March 2006, the FASS issued SFAS 156 - "Accounting for Servicing of Financial Assets - an amendment of FASS Statement No. 140" ("SFAS 156"). SFAS 156 is effective for the first fiscal year beginning after September 15, 2006. SFAS 156 changes the way entities account for servicing assets and obligations associated with financial assets acquired or disposed of. The Company has not yet completed its evaluation of the impact of adopting SFAS 156 on its results of operations or financial position, but does not expect that the adoption of SFAS 156 will have a material impact. In February 2006, the FASB issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140" ("FAS 155"). FAS 155 addresses the following: a) permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; b) clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133; c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid  financial  instruments  that  contain an embedded  derivative requiring bifurcation;   18     Note 3 Significant Accounting Policies  (contd)  n) Recently Issued Accounting Pronouncements  contd d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. FAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company has not yet completed its evaluation of the impact of adopting SFAS 155 on its results of operations or financial position, but does not expect that the adoption of SFAS 155 will have a material impact. The Company recognizes revenue when it is realized and earned.  Revenue and costs on drilling contracts are recognized as work progresses.  Progress is measured and revenues are recognized based upon agreed day-rate charges and/or other additional charges.  For certain contracts, the Company may receive additional lump-sum payments for the mobilization of rigs and other drilling equipment.  Consistent with the drilling contract day-rate revenues and charges, revenues and related direct costs incurred for the mobilization are recognized when earned.  Costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred.  The Company recognizes revenue under service contracts as services are performed and collection is reasonably assured.  Note 4 Equipment  May 31, 2008AccumulatedCostDepreciationNetComputer and equipment$        32,424$        19,202$         13,222Office equipment8,8784,4474,431Furniture18,2519,6178,634Software23,38412,28511,099Tools and equipment24,56610,17714,389Equipment/Machinery3,909,324520,0913,389,233Vehicle equipment74,79125,15749,634Equipment under construction141,911-141,9114,233,530600,9763,632,554Equipment under capital leaseEquipment/machinery3,635,212833,0692,802,143$   7,868,742$  1,141,255$  6,434,697  19     Note 4 Equipment  (contd)  November 30, 2007AccumulatedCostDepreciationNetComputer and equipment$
32,424$
14,625$
17,799Office equipment8,8782,9675,911Furniture18,2516,73011,520Software23,3848,38814,996Tools and equipment24,8576,08218,775Equipment/Machinery3,909,324324,6253,584,699Vehicle equipment75,00414,37760,627Equipment under construction76,760-76,7604,168,882377,7953,791,087Equipment under capital leaseEquipment/machinery3,635,212424,6683,210,544$
7,804,094$
802,462$
7,001,631   November 30, 2006AccumulatedCostDepreciationNetComputer and equipment$
27,450$
6,009$
21,441Office equipment6,2791,4194,860Furniture26,9663,58423,382Software10,3528639,489Tools and equipment6,0251,0045,021Leasehold improvements28,2202,50825,712Machinery under construction3,159,874-3,159,874$
3,265,166$
15,387$
3,249,779  Equipment/machinery under capital leases are depreciated on a straight-line basis on a four year basis.    20     Note 5 Related Party Transactions During the quarter ended May 31, 2008: The Company incurred $NIL (2007: $58,785) for management fees to the former President and CEO of the Company.  At May 31, 2008, $10,572 (November 30, 2007: $10,432) was due from the former President and CEO. The Company incurred $2,041 (2007: $66,497) for management fees to the other former President, Secretary and Treasurer of the Company.  At May 31, 2008, $557,726 was due to the other former President, Secretary and Treasurer of the Company (November 30, 2007: $581,797) of the Company. The Company incurred $11,500 for management fees to the President of the Company. The Company issued 350,000 common shares as compensation to the President valued at $70,000. The Company incurred $11,500 (2007: $3,099) for management fees to the CFO of the Company.  The Company issued 245,483 common shares as compensation to the CFO valued at $56,431. The Company incurred $NIL for management fees to the former Secretary of the Company.  The Company issued 325,000 common shares as compensation to the former director of the Company valued at $263,250. At May 31, 2008, $106,308 was due to the former Secretary of the Company (November 30, 1007: $100,000).  The Secretary resigned on August 5, 2008. The Company incurred $291,243 for management fees to the Vice President of Operations of the Companys subsidiary.  The Company incurred $180,325 for management fees to the Senior Vice President of the Companys subsidiary.  At November 30, 2007, accounts payable includes $46,452 due to the officer of the subsidiary. Note 6 Capital Stock Stock options  The following table summarizes the continuity of the Companys stock options:  Six months endedSix months endedMay 31, 2008May 31, 2007WeightedWeightedNumber ofAverageNumber ofAverageCommonExerciseCommonExerciseSharesPriceSharesPriceOutstanding, beginning5,045,000$0.47875,000$0.10Granted--2,200,000$0.51Exercised----Cancelled(2,170,000)$0.43(125,000)$0.10Outstanding, ending2,875,000$0.502,950,000$0.41   21      During the period ended May 31, 2008, there were no stock options issued. The fair value of the stock options granted was determined using the Black-Scholes option value model with the following assumptions:  20082007Expected dividend yield0.0%0.0%Risk-free interest rate0.0%3.82%Expected volatility0.0%118.83%Expected option life (in years)0 years1.68 years  Expected volatility was based on the companys historical share price.  The compensation charge associated with stock options in the amount of $861,800 (2006: $56,400) is included in the statement of operations for the year ended November 30, 2007.   Additional information regarding stock options outstanding as at November 30, 2007, is as follows:  Number ofCommon SharesExercise PricesExpiry Date320,000$0.50March 13, 2008740,000$0.50April 5, 2008520,000$0.50May 17, 2008400,000$0.85August 1, 200810,000$0.85October 3, 200865,000$0.85October 13, 200820,000$0.85October 16, 200825,000$0.85November 15, 2008150,000$0.85April 11, 2009675,000$0.50May 15, 2009150,000$0.65May 24, 2009250,000$0.50July 31, 2009980,000$0.25September 28, 200950,000$0.50October 19, 2008100,000$0.25October 31, 20084,455,000  During the year ended November 30, 2007, 500,000 stock options expired unexercised. On December 30, 2007, 150,000 stock options expired unexercised.  During the six months ended May 31, 2008, 2,170,000 stock options expired unexercised.      22     Note 6 Share Capital   Share purchase warrants  At May 31, 2008, 1,553,000 share purchase warrants were outstanding as follows:  Number of WarrantsExercise PriceExpiry Date300,000$0.60July 11, 2009150,000$0.85May 11, 20111,103,000$0.60October 24, 20091,553,000  The fair value of the share purchase warrants issued during the period ended November 30, 2007, was in the amount of $103,500, which was determined using the Black-Scholes option value model with the following assumptions:  2007Expected dividend yield0.0%Risk-free interest rate3.16%Expected volatility101.63%Expected option life (in years)2.08 years  Expected volatility was based on the Companys historical share price.  On October 24, 2007 the Company entered into private placement agreements totaling $551,500.  Each unit purchased entitled the holder to one common share and one share purchase warrant exercisable at $0.60 per share. A total of 1,103,000 share purchase warrants were provided.  Note 7 Convertible Debentures  The Company entered into two Secured Convertible Debenture Purchase Agreements dated November 6, 2006 and November 7, 2006, totaling $1,000,000.  Both convertible debentures were converted on November 23, 2006 at $0.85 per share and the Company issued 1,176,470 common shares.  Attached to each Secured Convertible Debenture was a Warrant Agreement.  Each Warrant Agreement entitles the holder the right to purchase 250,000 common shares of the Company at $0.85 per share.  At February 28, 2007, all 500,000 warrants were exercised.  In accordance with Accounting Principles Board Opinion No. 14, Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants, the proceeds received from the issuance of the convertible debentures were allocated between the convertible debentures and warrants on a basis of their relative fair values.  At the date of issuance, $25,000 of the proceeds was allocated to the warrants.  23      Note 8 Non-Cash Transactions  Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows.  - The Company issued 256,340 common shares pursuant to the exercise of stock options at $0.40-0.75 per share for payment of legal fees totaling $116,213.  - The Company issued 2,122,590 common shares for payment of wages, consulting, director and management fees totaling $991,531.  - The Company entered into four capital lease agreements for machinery and equipment totaling $3,635,212.  Two of capital leases were returned.  These transactions have been excluded from the statements of cash flows.     Note 9 Commitments  a) The Company entered into an employment agreement dated June 1, 2006 with the other former President, Secretary, Treasurer and Senior Vice President of Operations of the Company for $5,400 per month and the option to buy 250,000 common shares of the Company at $0.50 per share.  Either party can terminate the agreement at any time with 14 days notice.  The employment agreement was terminated January 15, 2008 when he resigned.  b) The Company entered into an investor relations agreement on May 11, 2007 and was terminated after phase 1.  The agreement is structured over three phases with the following terms:  Phase I Upon execution of this agreement issue 100,000 common shares (issued) of the Company and 150,000 share purchase warrants exercisable at $0.85 per warrant expiring on May 11, 2012;  Phase II Upon commencement of phase II issue 200,000 common shares of the Company and 300,000 share purchase warrants exercisable at $1.00 per warrant expiring five years from issuance;  c) Phase III Upon commencement of phase III, issue 200,000 common shares of the Company and 300,000 share purchase warrants exercisable at $1.00 per warrant expiring five years from issuance.   24      Note 9 Commitments  d) The Company entered into an office lease agreement effective July 1, 2006 to July 31, 2010 for basic rent of $13,600 per month.  This lease was terminated as of July 31, 2007.  e) The Company entered into a $773,195 (CAD $750,000) loan agreement effective October 16, 2007 for a period of one year.  The agreement requires the Company to keep the loan for a minimum of 4 months.  The loan is repayable with blended monthly interest and principal payments of CAD $30,000 with a balloon payment of all remaining outstanding amounts at the end of the one year period, estimated at $549,000.  As at May 31, 2008 the Company is in arrears with its monthly payments and is re-negotiating its agreement.  Note 10 Contingencies  a) A vendor of a subsidiary of the Company has alleged that the subsidiary owes $240,719 for breach of contract.  The subsidiary disputes this claim and contends that services by the vendor were not completed in accordance to the terms of the service agreement. The liability has been recorded in the financial statements related to this contingency and any favourable or unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved.  Management of the subsidiary has filed its statement of defence.  b) A former director and CFO of the Company filed a Writ of Summons and Statement of Claim with the Supreme Court of British Columbia alleges that the Company breached a settlement agreement entered into on March 31, 2006 by failing to deliver 250,000 common shares of the Company free of a restrictive legend in April 2007.  The Company states that it is not obligated to deliver shares without a restrictive legend and that the plaintiff could only sell the shares in accordance with rule 144 of the Securities Act.  In August 2007 the Company delivered 250,000 common shares which are subject to rule 144 of the Securities Act.  Management of the Company has filed its statement of defence.  c) The Company has been named in a counterclaim brought by the former President, Secretary and Treasurer of the Company through association.  Management of the Company believes the claim will not materially affect the Company.  The matter is between the former President, Secretary and Treasurer of the Company and the other party.  There has been no liability recorded in the financial statements relating to this contingency and any unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved.  25     Note 10 Contingencies - Contd   d) A consultant of the Company has alleged that the Company owes a total of $34,112 for a consulting agreement entered into on March 8, 2007 by the former President and director of the Company.  The Company is currently investigating the issue.  Part of the liability has been recorded in the financial statements related to this contingency and any favourable or unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved.  e) A vendor of the Company has alleged that the Company owes a total of $34,779 and $32,665 for services rendered. The Company is currently investigating the issue.  The liabilities has been recorded in the financial statements related to this contingency and any favourable or unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved.   Note 11 Obligations Under Capital Leases  The Company has obligations under capital leases for machinery and equipment to August 31, 2011.  Two of the leases were returned and final settlements have not yet been determined.  Future minimum lease payments as at May 31, 2008, are as follows:  20082008$
682,1642009869,6542010869,65420111,117,7113,539,183Less:
Imputed interest(673,447)2,865,736Less:
Current portion(869,654)Obligations under capital leases$
1,996,082  During the quarter ended May 31, 2008, the Company paid $105,071 in interest payments.        26    Note 12 Subsequent Events Subsequent to May 31, 2008: a) the Company has cancelled the shares for debt to corporate officers and consultants of 24,000,000 units whereby each unit consists 1 common stock and 1 share purchase warrant. Each warrant entitles the holder to purchase 1 common share of the Companys stock at $0.02 per share.  b) the Company has amended the private placement subscriptions to accredited investors of 4,000,000 common shares of the Company at a price of $0.02 per share.  The amendment provide that in lieu of the Company issuing the units to the Purchasers, the Purchasers agreed to accept 10% promissory notes due in 180 days in the principal amount of the purchase price of the units.   c) Elston Johnston resigned as Secretary of the Company and its subsidiaries effective August 5, 2008.  d) the Company issued 2,505,000 common shares at $0.05 per share for payment of consulting and services fees.     27      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  FORWARD LOOKING STATEMENTS  The statements contained in this quarterly report on Form 10-Q that are not historical are forward-looking statements, as that term is defined in Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve a number of risks and uncertainties.  These forward-looking statements include, among others, the following: - our business and growth strategies; - our oil and gas service program estimates; - our ability to successfully find work for our operations; - our ability to develop our prospects, projects, programs, equipment; - anticipated trends in our business; - our future results of operations; - our liquidity and ability to finance our operations and development activities; - market conditions in the oil and gas service industry; - our ability to make and integrate acquisitions; and - the impact of environmental and other governmental regulation.  Forward-looking statements are typically identified by use of terms such as may, will, could, should, expect, plan, project, intend, anticipate, believe, estimate, predict, potential, pursue, target or continue, the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.  The forward-looking statements contained in this report are largely based on our expectations, which reflects estimated and assumptions made by our management.  These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors.  Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties tat are beyond our control.  In addition, managements assumptions about future events may prove to be inaccurate.  Management cautions all readers that the forward-looking statements contained in this annual report are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.  Actual results may differ materially from those anticipated or implied in the forward-looking statements  Background Lexington Energy Services Inc. was incorporated as a Nevada corporation on March 30, 2005.  We are an oil field service company providing, through three wholly-owned subsidiaries, manufacturing and leasing of oilfield service equipment to oil and gas and other oil field service companies.  We have only begun our operations and have had operational losses to date, as well  28    as an accumulated deficit. As of May 31, 2008, we had net losses since inception in the amount of ($ 8,389,123). Our principal offices are temporary located at Bay A, 1115 48th Avenue SE, Calgary, AB T2G 1A7. Recent Developments On January 15, 2008, our Board appointed Robert Rosner as our Chief Executive Officer following the resignation of Brent Nimeck as President and Chief Executive Officer. Since Mr. Nimecks resignation, current managements primary activities have been involved in a significant reorganization of the Companys operations, records and databases, regaining control of certain Company assets, and identifying and evaluating the current status of customer and supplier relationships.  Current management is also resolving and investigating past transactions. Current management expects that resolution of these issues will continue for some period of time.  If we fail to resolve these issues satisfactorily within a reasonable period of time, our business operations may be adversely affected. Our subsidiary entered into a shallow drilling program last fall of which we completed the drilling program early December 2007.  As of the date of this report, there remains a substantial outstanding balance that we are trying to but have been unsuccessful collecting to date.  If we fail to resolve this issue satisfactorily within a reasonable period of time, our business operations may be adversely affected.  A portion of the outstanding balance has been factored to provide cash flows for our operations. One of our subsidiaries has defaulted on their capital lease obligations.  Final settlements have not yet been determined. We have defaulted on our loan payments and are currently re-negotiating our loan agreement.  If we fail to resolve these issues satisfactorily, our business operations may fail. Subsequent to the six months ended May 31, 2008, the Company cancelled the shares for debt to corporate officers and consultants of 24,000,000 units whereby each unit consists 1 common stock and 1 share purchase warrant. Each warrant entitles the holder to purchase 1 common share of the Companys stock at $0.02 per share.  Furthermore, the Company, with the agreement from the Purchasers, amended the private placement subscriptions of 4,000,000 common shares of the Company at a price of $0.02 per share.  The amendment provide that in lieu of the Company issuing the units to the Purchasers, the Purchasers agreed to accept 10% promissory notes due in 180 days in the principal amount of the purchase price of the units. Results of Operations  We are a development stage corporation and we are dependent on our ability to generate revenue from our operations or to raise capital to sustain operations.  At May 31, 2008, we had generated revenues of $1,824,302 and had accumulated losses of $8,389,123 since our inception.    Results of Operations for the six months periods ended May 31, 2008 and 2007  29    During the six months ended May 31, 2008, we generated revenues of $1,824,302, received interest income of $2,775 and incurred a net loss of ($848,273), as compared with the comparable period in 2007, in which we incurred a net loss of ($ 2,479,274), generated revenues of $1,783,250 and received interest income of $2,482. Our net loss per share was ($0.03) for the six months ended May 31, 2008 and ($0.11) for the six months ended May 31, 2007. Our total expenses were $1,610,047 for the six months ended May 31, 2008, including $171,320 in professional fees, $149,431 in management fees, $146,687 in consulting fees, $9,857 in promotion and marketing, $51,210 in travel, $Nil in stock based compensation and $437,960 in general and administrative expense.   Our general and administrative expenses included office rent, office supplies, communication expenses (cellular, internet, fax, telephone), benefits, entertainment, vehicle expenses, shop supplies, courier and postage costs, and salaries for our administrative assistants. Our professional fees of $171,320 for the six months ended May 31, 2008 consisted primarily of legal, accounting and auditing fees as compared to $232,993 for the prior six months ended May 31, 2007. Our management fees of $149,431 for the six months ended May 31, 2008 and $404,547 from the six months ended May 31, 2007 consisted mainly of amounts paid to the fees paid to our operations officers and prior officers of the company.  Our consulting fees for the six months ended May 31, 2008 were 146,687.  Our consulting fees for the six months ended May 31, 2007 were $92,627.  During the period from our inception to May 31, 2008, we hired consultants in the areas of administration, bookkeeping, accounting, and for our operations. We also retained an attorney for the preparation of our registration statements, and an auditor to audit our financial statements.    Plan of Operation  We plan to grow our business to offer a complete range of products and services for the entire lifecycle of oil and gas wells including exploration and development, production, operation, maintenance, refining and abandonment.  Our corporate strategy for the next 12 months (beginning fall 2008) includes the following: · complete our drilling programs  through our coring division; · find new drilling programs through our coring division; · build 2 more coring units for Lexcore; · identify acquisitions which will benefit from having in-house construction capabilities and develop personnel and equipment in-house to meet market demands; and · create additional service lines to complement current operations; · repay our loan commitments · restructure and reorganize the Company; and · resolve and investigate past transactions. We anticipate that the demand for our services over the next year will be primarily determined by current and anticipated oil and gas prices and the related general production spending and  30    level of drilling activity in Western Canada, where we intend to initially focus our operations. Volatility or weakness in oil and gas prices (or the perception that oil and gas prices will decrease) may affect the spending patterns of our customers and may result in the drilling of fewer new wells or lower production spending on existing wells. This, in turn, could result in lower demand for our services and may cause lower rates and lower utilization of our well service equipment. Coring Units If we are successful in raising additional financing, through Lexcore, we plan to build two more coring units at a cost of approximately $1,250,000 each in the fall of 2008.  We intend to direct revenues from our coring division towards our general and administrative expenses, labour and maintenance expenses for the drilling program, and for parts and labour to build more coring units. New Facility We had plans for Lexington to be headquartered in Brooks, Alberta. Brooks is located in the centre of Southern Alberta and accesses the largest areas of Alberta which extends into Saskatchewan and to the US border. We had intended to build a 10,000 square foot manufacturing and repair facility with a connected 2,000 square foot office space for our use and for possible lease to other companies, depending on how much space we need ourselves. This plan is on hold. On February 23, 2006 we entered into an agreement to purchase a property in Brooks, Alberta for a purchase price of $252,066. The property is comprised of raw land and is approximately 8.2 acres.  The purchase was completed in September 2007. We are currently looking to lease a facility in Calgary, Alberta as our headquarters and office for all our wholly owned subsidiaries.    Limited operating history; need for additional capital There is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. Although we expect to continue to generate revenues, we will need to raise additional capital to carry out our business plan.  There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. Obtaining additional financing will be subject to a number of factors including market conditions, investor acceptance of our business plan, investor sentiment, and as noted above, the potential approval of our senior equity securities. These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure. In such an event, we intend to implement expense  31    reduction plans in a timely manner. However, these actions would have material adverse effects on our business, revenues, operating results, and prospects, resulting in a possible failure of our business.  We have incurred operating losses from our inception and that we are dependent upon our ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about our ability to continue as a going concern.       Liquidity and Capital Resources  As of May 31, 2008, we had a working capital deficit of $2,837,152.  Our accumulated deficit was $8,389,123 as at May 31, 2008. Our net loss from March 30, 2005 (inception) to May 31, 2008 was funded by a combination of our equity and debt financing.  During the six months ended May 31, 2008, we raised $NIL in equity finance. As of May 31, 2008, we had approximately $100,797 in our bank accounts.  Our cash balance decreased as a result of our inability to collect from our receivables and secure financing.  If we are successful in raising significant capital, over the next twelve months beginning September 1, 2008 we intend to build two additional coring units, buy out our capital leases, repay our loan commitments. Total cash requirements to complete those steps will be approximately $7,000,000 set out as follows:  ExpenseAmount ($)Repayment of loan commitments750,000Working capital1,200,000Buy out capital leases1,500,000Build two Coring/Drilling Rigs2,500,000Professional Fees250,000General and Administrative Expenses800,000Total7,000,000 The administrative expenses will consist of marketing and promotion, tradeshow costs, salaries, leases, travel, meals and entertainment, office maintenance, communication expenses (cellular, internet, fax, telephone), benefits, office supplies, courier and postage costs and office equipment. Any money currently in our bank accounts will likely be applied to our accounts payable.  Any future revenues we receive we plan to use towards covering our administrative and operating expenses.   We require an additional $7,000,000 to carry out our planned business operations and expansion over the next 12 months. We intend to try to obtain this financing through a combination of bank financing and equity investment through the sale of our common shares. Currently none of our assets are encumbered by any loans and we are in the process of  32    contacting banks to determine what type of bank financing is available and on what terms.  We are active in contacting broker/dealers in the US and elsewhere regarding possible financing arrangements. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.      Known Material Trends and Uncertainties As of May 31, 2008, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. In view of the uncertainties concerning our continued existence as a going concern, our management plans to mitigate the effect of such conditions, management intends to take the following steps in the event that we are not able to raise sufficient funds to meet the needs of our business plans: ? negotiate with suppliers to delay deposit due dates; ? lease some equipment as individual pieces, as opposed to entire units, if we are unable to build and purchase the entire units; ? sell assets; and ? negotiate with our management and consultants to pay parts of salaries and fees with stock and stock options instead of cash.  We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above. Factors which may cause our actual results or our actual plan of operations to vary include, among other things, decision of the Board of Directors not to pursue a specific course of action based on a re-assessment of the facts or new facts, changes in oil and gas prices or general economic conditions.    Critical Accounting Policies  Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in the notes to our unaudited financial statements as of May 31, 2008. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.  Foreign Currency Translation  Our functional currency is the Canadian dollar and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars and are translated into United States dollars, in accordance with Statement of Accounting Standards ("SFAS") No.  33    52 Foreign Currency Translation, using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-measured at each balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. We have not entered into derivative instruments to offset the impact of foreign currency fluctuations. Stock-based Compensation We have elected to apply the intrinsic value method of APB No. 25, Accounting for Stock Issued to Employees (APB 25) and related interpretations in accounting for our stock options on options granted to employees and directors. Under APB 25, compensation expense will be not recorded to the extent that the exercise price is high than the market value of the underlying stock on the measurement date, which is usually the date of grant. Stock-based compensation for employees is recognized on an accelerated basis over the vesting period of the individual options. Stock options granted to non-employees are accounted for under Statement of Financial Accounting Standards (FAS) No. 123 Accounting for Stock-Based Compensation and are recognized at the fair value of the options as determined by an option pricing model as the related services are provided and the options earned. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.   Credit Risk  We invoice our customers as soon as practicable or when the well or job is completed. Our cash flow is highly dependent on our ability to collect from our customers.  If our customers do not pay us on time, then we may be exposed to credit risk with our vendors and suppliers. Consequently, this may affect our cash flow.  Foreign Currency Risk - Our functional currency is the Canadian dollar and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars and are translated into United States dollars using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-measured at each balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. Because our revenue is reported in U.S. dollars, the exchange rate of the local currency, when converted into U.S. dollars, may have an adverse impact. We have not hedged foreign currency exposures related to transactions denominated in currencies other than U.S. dollars. We do not engage in financial transactions for trading or speculative purposes.   Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Interest income is sensitive to changes in the general level of U.S. interest rates.  We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure.   34     Commodity Price Risk  The prices of crude oil and natural gas affect the demand for our services.  If these prices decline, we could experience a reduction in demand for our services and a consequent decline in revenues.   ITEM 4.  CONTROLS AND PROCEDURES.  The Company's Chief Executive Officer and its Chief Financial Officer are primarily responsible for the accuracy of the financial information that is presented in this quarterly Report.  These officers have as of the close of the period covered by this Quarterly Report, evaluated the Company's disclosure controls and procedures (as defined in Rules 13a-4c and 15d-14c promulgated under the Securities Exchange Act of 1934 and determined that such controls and procedures were effective in ensuring that material information relating to the Company was made known to them during the period covered by this Quarterly Report.  Since their evaluation, no change in the Companys internal control over financial reporting occurred during the Companys last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting..    PART II  OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS.  On March 6, 2007, we received a letter from counsel for Pacific Consolidated Industries, LLC ("PCI"), giving us notice that PCI had obtained an Order of Preliminary Injunction issued by the U.S. District Court for the Central District of California on February 7, 2007 an injunction in U.S. against Innovative Nitrogen Systems, LLC and two of its executives, Bill Brigham and Michael Schroeder, and all  persons acting in convert with any of them, from taking a number of actions, including: "approaching, for purposes of marketing, selling or providing any type of services, including consultant, subcontractor or advisory services.to those customers set forth at Exhibit A hereto."  Lexington is listed as one of the customers that INS is prohibited from contacting.  Further, the court preliminarily enjoined INS from "retaining any of PCI's trade secrets or other confidential information[or] using or disclosing, directly or indirectly, any of PCI's trade secrets or other confidential or proprietary information."  In its letter dated March 6, 2007, PCI has alleged that some of its proprietary technology may have been used by INS in building our nitrogen generation unit, and that our proposed lease of the unit to Nitro-Gen would constitute a transfer of PCI's technology in breach of the injunction.  As of today's date, we are not a party to the proceedings, nor has PCI threatened to add us or any of our agents or directors as a party.  Based on a preliminary review of PCI's allegations, our management does not believe that PCI's injunction limits or curtails our ability to use or lease our nitrogen generation equipment.   Further, it is management's belief that the technology related to how oxygen is used to create nitrogen in our nitrogen generation unit is commonly used and widely known and has not been patented and cannot be patented.  Further, the key elements of the design which make our unit  35    more efficient than other systems we believe are due to innovations designed by our management, and do not come from our supplier, INS, and therefore do not originate with PCI and are not subject to any injunction.  We intend to correspond with counsel for PCI to see if a settlement regarding interpretation of PCI's injunction can be reached.  An officer of a subsidiary of the Company has claimed that he has been constructively dismissed at the end of December 2006 and seeks one years salary as compensation, which amounts to $238,176 (CDN$230,000).  The Company contends that the Vice-President voluntarily resigned.  There has been no liability recorded in the financial statements related to this contingency and any unfavorable settlement of this matter will be recorded in the period in which the contingency is resolved. The Companys subsidiary received a Garnishee Order and paid $216,584 into court pending resolution of the claim.  During the six months ended May 31, 2008, a settlement agreement was reached and resolved out of court.  A vendor of a subsidiary of the Company has alleged that the subsidiary owes $240,719 for breach of contract.  The subsidiary disputes this claim and contends that services by the vendor were not completed in accordance to the terms of the service agreement. The liability has been recorded in the financial statements related to this contingency and any favourable or unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved.  Management of the subsidiary has filed its statement of defence.  The Company has been named in a counterclaim brought by the former President, Secretary and Treasurer of the Company through association.  Management of the Company believes the claim will not materially affect the Company.  The matter is between the former President, Secretary and Treasurer of the Company and the other party.  There has been no liability recorded in the financial statements relating to this contingency and any unfavourable settlement of this matter will be recorded in the period in which the contingency is resolved. Management is not aware of any legal proceedings contemplated by any governmental authority against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. ITEM 1A RISK FACTORS  There have been no material changes to the risk factors described in our 10-KSB for the year ended November 30, 2007 filed with the Securities and Exchange Commission on March 14, 2008.  ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS.  None.  ITEM 3. DEFAULTS UPON SENIOR SECURITIES.  Not applicable.   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.  36     Not applicable.  ITEM 5. OTHER INFORMATION.  None.   ITEM 6.  EXHIBITS.   31.1   Certification of Chief Executive Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.  31.2   Certification of Chief Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.  32.1   Certification of Chief Executive Officer Pursuant to 18  U.S.C.  Section  1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.  32.2   Certification of Chief Financial Officer Pursuant to 18  U.S.C.  Section  1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.  99.1   Amendment to subscription agreement   SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   Lexington Energy Services Inc.  (Registrant)  By:   /s/  Robert Rosner ------------------------------------ Robert Rosner, President and Chief Executive Officer  Dated: August 19, 2008   EXHIBIT INDEX  -------------------------------------------------------------------------------- Exhibit Number                   Description --------------------------------------------------------------------------------  37    31.1  Certification  of Chief Executive Officer Pursuant to Section 302 of the   Sarbanes  Oxley Act of 2002. -------------------------------------------------------------------------------- 31.2  Certification  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes  Oxley Act of 2002. -------------------------------------------------------------------------------- 32.1   Certification of Chief Executive Officer Pursuant to 18  U.S.C.  Section  1350 as adopted pursuant to Section  906 of the Sarbanes-Oxley Oxley Act of 2002. -------------------------------------------------------------------------------- 32.2   Certification of Chief Financial Officer Pursuant to 18  U.S.C.  Section  1350 as adopted pursuant to Section  906 of the Sarbanes-Oxley Oxley Act of 2002. -------------------------------------------------------------------------------- 99.1   Amendment to Subscription Agreement  38