UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended  March 31, 2009

[  ] Transition  report under 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 of America Corporation
                    ----------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

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

100 Industrial Lane, Huntington, West Virginia                  25702
----------------------------------------------                 -------
(Address of Principal Executive Office)                      (Zip Code)

                                 (304) 399-6315
                                ---------------
               (Registrant's Telephone Number including area code)

     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 whether the registrant has submitted  electronically
and  posted on its  corporate  Web site,  if any,  every  Interactive  Data File
required  to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T
during the preceding 12 months (or for such shorter  period that the  registrant
was required to submit and post such files). Yes X No

     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 [  ]

Smaller Reporting Company   [X]

As of May 10, 2009 there were issued and  outstanding  12,092,307  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       NO X
                                               -----     ----

Transitional Small Business Disclosure Format (check one)    Yes     No  X
                                                                ---     ---


<PAGE>



Part 1: Financial Information

Item 1. Financial Statements (Unaudited):

         Consolidated Balance Sheets                                       1

         Consolidated Statements of Income                                 2

         Consolidated   Statements of Cash Flows                           3

         Consolidated Statements of Changes in Stockholders' Equity        4

         Notes to Unaudited Consolidated Financial Statements              5

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         9

Item 3   Quantitative and Qualitative Disclosures about Market Risk       24

Item 4.  Controls and Procedures                                          24


Part II: Other Information

Item 1A.  Risk Factors                                                    25

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    25

Item 4.    Submission of Matters to a vote of Security Holders            26

Item 6.   Exhibits                                                        26

Signatures                                                                27



<PAGE>

                     ENERGY SERVICES OF AMERICA CORPORATION
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                March 31,          September 30,
Assets                                                                             2009                2008
                                                                              -------------       --------------
                                                                               (Unaudited)           (Audited)
Current Assets
<S>                                                                            <C>                 <C>
       Cash and cash equivalents                                               $ 10,394,339        $ 13,811,661
       Accounts receivable-trade                                                 14,136,210          38,578,810
       Allowance for doubtful accounts                                             (366,585)           (363,819)
       Retainages receivable                                                      4,840,592           6,303,690
       Other receivables                                                            175,232             182,598
       Costs and estimated earnings in excess of billings
         on uncompleted contracts                                                 2,526,326           5,272,669
       Prepaid expenses and other                                                 3,838,256           1,121,101
                                                                               ------------        ------------
            Total Current Assets                                                 35,544,370          64,906,710
                                                                               ------------        ------------
Property, plant and equipment, at cost                                           34,817,892          33,851,552
       less accumulated depreciation                                             (3,458,148)           (548,089)
                                                                               ------------        ------------
                                                                                 31,359,744          33,303,463
Goodwill                                                                         35,489,643          35,489,643
                                                                               ------------        ------------
       Total Assets                                                            $102,393,757        $133,699,816
                                                                               ============        ============
Liabilities and Stockholders' Equity
Current Liabilities
       Current maturities of long-term debt                                     $ 9,418,614        $ 15,040,033
       Lines of credit                                                            6,550,000           9,796,208
       Accounts payable                                                           4,634,536          11,336,680
       Accrued expenses and other current liabilities                             6,159,399           9,364,341
       Billings in excess of costs and estimated earnings
        on uncompleted contracts                                                    436,829             509,227
       Income taxes payable                                                               -           1,461,461
                                                                                ------------        ------------
            Total Current Liabilities                                            27,199,378          47,507,950
                                                                                ------------        ------------
       Long-term debt, less current maturities                                   14,099,713          18,272,186
       Long-term debt, payable to shareholder                                     5,900,000           6,000,000
       Deferred income taxes payable                                                      -           1,662,463
                                                                                ------------        ------------
            Total Liabilities                                                    47,199,091          73,442,599
                                                                                ------------        ------------
Stockholders' equity

       Preferred, $.0001 par value                                                        -                   -
          Authorized 1,000,000 shares, none issued
       Common stock, $.0001 par value
            Authorized 50,000,000 shares
            Issued and outstanding 12,092,307
            shares                                                                    1,209               1,209

       Additional paid in capital                                                55,976,368          55,976,368
       Retained earnings                                                           (782,911)          4,279,640
                                                                               ------------        ------------
       Stockholders' equity                                                      55,194,666          60,257,217
                                                                               ------------        ------------
       Total liabilities and stockholders' equity                              $102,393,757        $133,699,816
                                                                               ============        =============
</TABLE>
The Accompanying Notes are an integral Part of These Financial Statements
                                        1
<page>

                     ENERGY SERVICES OF AMERICA CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
                                    Unaudited
<TABLE>
<CAPTION>
                                                  Three Months Ended      Three Months Ended    Six Months Ended    Six Months Ended
                                                       March 31,               March 31,             March 31,          March 31,
                                                        2009                    2008                 2009                2008
                                                 -------------------      -----------------     ----------------    ----------------
                                                    (Unaudited)             (Unaudited)          (Unaudited)         (Unaudited)
<S>                                                <C>                     <C>                  <C>                  <C>
Revenue                                            $ 18,944,621            $         -          $ 52,623,667         $          -

Cost of revenues                                     21,202,424                      -            56,477,545                    -
                                                 -------------------      -----------------     ----------------    ----------------
      Gross profit (loss)                            (2,257,803)                     -            (3,853,878)                   -

Selling and administrative expenses                   1,952,884                140,645             3,667,634              199,019
                                                 -------------------      -----------------     ----------------    ----------------
      Income (loss) from operations                  (4,210,687)              (140,645)           (7,521,512)            (199,019)

Other income (expense)
      Interest income                                    13,537                463,425                49,810            1,082,585
      Other nonoperating income (expense)              (406,900)                     -              (245,085)                   -
      Interest expense                                 (456,197)                     -              (872,969)                   -
      Gain (loss) on sale of equipment                   (1,533)                     -                (9,097)                   -
                                                 -------------------      -----------------     ----------------    ----------------
                                                       (851,093)               463,425            (1,077,341)           1,082,585
                                                 -------------------      -----------------     ----------------    ----------------
      Income (loss) before income taxes              (5,061,780)                322,780            (8,598,853)             883,566

      Income tax expense (benefit)                   (2,193,738)                138,000            (3,536,302)             344,000
                                                 -------------------      -----------------     ----------------    ----------------
Net income (loss)                                  $ (2,868,042)           $    184,780          $ (5,062,551)       $     539,566
                                                 ===================      =================     ================    ================
      Net income (loss) per share basic                 $ (0.24)           $       0.02          $      (0.42)       $        0.05
                                                 ===================      =================     ================    ================
      Net income (loss) per share diluted               $ (0.24)           $       0.01          $      (0.42)       $        0.04
                                                 ===================      =================     ================    ================
</TABLE>

The Accompanying Notes are an integral Part of These Financial Statements
                                       2

<page>

                     ENERGY SERVICES OF AMERICA CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
<TABLE>
<CAPTION>

                                                                                       Six Months Ended       Six Months Ended
                                                                                           March 31,            March 31,
  Operating activities                                                                       2009                  2008
                                                                                       -----------------      ----------------
<S>                                                                                    <C>                       <C>
  Net income (loss)                                                                    $ (5,062,551)             $ 539,566

  Adjustments to reconcile net income (loss) to net cash used in operating activities:

     Depreciation expense                                                                 2,911,986                      -
    (Gain) loss on sale/disposal of equipment                                                 9,097                      -
     Accrued income and accretion of investments in trust                                         -               (507,436)
    (Increase) decrease in contracts receivable                                          24,445,366                      -
    (Increase) decrease in retainage receivable                                           1,463,098                      -
    (Increase) decrease in other receivables                                                  7,366                      -
    (Increase) decrease in cost and estimated earnings in excess of billings
       on uncompleted contracts                                                           2,746,343                      -
    (Increase) decrease in prepaid expenses                                              (2,717,154)              (459,302)
    Increase (decrease) in accounts payable                                              (6,702,143)                     -
    Increase (decrease) in accrued expenses                                              (3,204,943)                     -
    Increase (decrease) in billings in excess of cost and estimated earnings
       on uncompleted contracts                                                             (72,398)                     -
    Increase (decrease) in income taxes payable                                          (1,461,461)                     -
    Increase (decrease) in deferred income tax payable                                   (1,662,463)                     -
                                                                                        -----------            -----------
  Net cash (used in) provided by operating activities                                    10,700,143               (427,172)
                                                                                        -----------            -----------
  Investing activities
  Purchase of investments held in trust fund                                                      -            (21,000,000)
  Proceeds from maturites of investments held in trust                                            -             21,000,000
  Investment in property & equipment                                                       (984,596)                     -
  Proceeds from sales of property and equipment                                               7,232                      -
                                                                                        -----------            -----------
  Net cash (used in) provided by investing activities                                      (977,364)                     -
                                                                                        -----------            -----------
  Financing activities
  Loans from shareholder                                                                   (100,000)                     -
  Borrowings on lines of credit, net of (repayments)                                     (3,246,209)                     -
  Proceeds from long term debt                                                              834,019                      -
  Principal payments on long term debt                                                  (10,627,911)                     -
                                                                                        -----------            -----------
  Net cash (used in) provided by financing activities                                   (13,140,101)                     -
                                                                                        -----------            -----------
  Increase (decrease) in cash and cash equivalents                                       (3,417,322)              (427,172)
  Cash beginning of period                                                               13,811,661                756,782
                                                                                        -----------            -----------
  Cash end of period                                                                    $10,394,339            $   329,610
                                                                                        ===========            ===========
  Supplemental schedule of noncash investing and financing activities
  Purchases of property & equipment under financing agreements                          $    48,566            $         -
                                                                                        ===========            ===========
  Supplemental disclosures of cash flow information:
  Cash paid during the year for:
  Interest paid                                                                         $   916,326              $       -
                                                                                        ===========            ===========
  Income taxes paid                                                                     $ 1,500,000              $ 567,500
                                                                                        ===========            ===========
</TABLE>
The Accompanying Notes are an integral Part of These Financial Statements
                                       3
<page>

             ENERGY SERVICES OF AMERICA CORPORATION
                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
          For Six Months Ended March 31, 2008 and 2009
                     Unaudited
<TABLE>
<CAPTION>

                                                                                                                   Total
                                                           Common Stock         Additional Paid    Retained      Stockholders'
                                                        Shares       Amount      in Capital        Earnings         Equity
                                                        -------------------     ---------------    ---------     --------------

<S>                                                     <C>          <C>          <C>             <C>             <C>
Balance at September 30, 2007                           9,030,860    $  903       $38,564,710     $1,468,482      $40,034,095

Accretion related to common stock subject to
   possible redemption                                          -         -          (102,048)             -         (102,048)

Net Income (Loss)                                               -         -                 -        539,566          539,566
                                                       ----------    -------      -----------     ----------      -----------
Balance at March 31, 2008                               9,030,860    $  903       $38,462,662     $2,008,048      $40,471,613
                                                       ==========    =======      ===========     ==========      ===========

Balance at September 30, 2008                          12,092,307    $1,209       $55,976,368     $4,279,640      $60,257,217

Net Income (Loss)                                               -         -                -      (5,062,551)      (5,062,551)
                                                       ----------    -------      -----------     ----------      -----------
Balance at March 31, 2009                              12,092,307    $1,209       $55,976,368     $ (782,911)     $55,194,666
                                                       ==========    =======      ===========     ==========      ===========
</TABLE>


The Accompanying Notes are an integral Part of These Financial Statements
                                       4

<page>


                     ENERGY SERVICES OF AMERICA CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   BUSINESS AND ORGANIZATION:

     Energy Services of America  Corporation,  formerly known as Energy Services
Acquisition  Corp., (the Company) was incorporated in Delaware on March 31, 2006
as a blank check company whose objective was to acquire an operating business or
businesses.  On September 6, 2006 the Company sold 8,600,000 units in the public
offering at a price of $6.00 per unit.  Each unit  consisted of one share of the
Company's  common stock and two common stock purchase  warrants for the purchase
of a share of common stock at $5.00.  The warrants could not be exercised  until
the later of the  completion of the business  acquisition or one year from issue
date.  The Company  operated as a blank check  company until August 15, 2008. On
that date the Company acquired S.T. Pipeline,  Inc. and C.J. Hughes Construction
Company,  Inc. with proceeds from the Company's  Initial Public Offering.  S. T.
Pipeline  and C. J Hughes  are  operated  as wholly  owned  subsidiaries  of the
Company.

     Interim Financial Statements

     The accompanying unaudited financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange  Commission  ("SEC")
and  should  be  read  in  conjunction  with  the  Company's  audited  financial
statements and footnotes thereto for the years ended September 30, 2008 and 2007
included in the Company's Form 10-K filed December 29, 2008. Certain information
and  footnote  disclosures  normally  included  in annual  financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of  America  have been  omitted  pursuant  to  interim  financial
reporting rules and regulations of the "SEC". However, the Company believes that
the disclosures  are adequate to make the information  presented not misleading.
The financial statements reflect all adjustments (consisting primarily of normal
recurring  adjustments)  that are, in the opinion of management  necessary for a
fair presentation of the Company's financial position and results of operations.
The  operating  results  for the  periods  ended March 31, 2008 and 2007 are not
necessarily indicative of the results to be expected for the full year.

     Principles of Consolidation

     The  consolidated  financial  statements  of Energy  Services  include  the
accounts of Energy Services and its wholly owned  subsidiaries.  All significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
Unless the context  requires  otherwise,  references to Energy Services  include
Energy Services and its consolidated subsidiaries.

         Reclassifications

     Certain   reclassifications  have  been  made  in  prior  years'  financial
statements to conform to classifications used in the current year.

                                     5
<page>

Critical Accounting Policies

     The preparation of these consolidated  financial  statements requires us to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  disclosures of contingent assets and liabilities known to exist at
the date of the  consolidated  financial  statements  and  reported  amounts  of
revenues and expenses during the reporting  period. We evaluate our estimates on
an  ongoing  basis,  based  on  historical   experience  and  on  various  other
assumptions  that are believed to be reasonable under the  circumstances.  There
can be no assurance  that actual  results will not differ from those  estimates.
Management   believes  the  following   accounting   policies  affect  our  more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

     Revenue  Recognition  We  recognize  revenue  for cost plus and unit  price
contracts  when  services are performed or units are  completed.  These jobs are
typically  billed at month end for  revenue  earned.  Revenue  from fixed  price
contracts are recognized under the percentage of completion method,  measured by
the  percentage  of costs  incurred  to date to total  estimated  costs for each
contract.  Such contracts  generally provide that the customer accept completion
of progress to date and compensate us for services rendered,  measured typically
in terms of units  installed,  hours expended or some other measure of progress.
Contract costs  typically  include all direct  material,  labor and  subcontract
costs and those indirect costs related to contract performance, such as indirect
labor,  supplies,  tools,  repairs and  depreciation.  Provisions  for the total
estimated  losses on uncompleted  contracts are made in the period in which such
losses are determined.  Changes in job  performance,  job conditions,  estimated
profitability  and final contract  settlements  may result in revisions to costs
and income and their effects are recognized in the period in which the revisions
are determined.

     Current and Non Current  Accounts  Receivable  and  Provision  for Doubtful
Accounts The Company provides an allowance for doubtful accounts when collection
of an  account  is  considered  doubtful.  Inherent  in  the  assessment  of the
allowance for doubtful accounts are certain judgments and estimates relating to,
among others,  our customer's access to capital,  our customer's  willingness or
ability to pay, general economic  conditions and the ongoing  relationship  with
the customer.  While most of our Customers are large well capitalized companies,
should they  experience  material  changes in their  revenues  and cash flows or
incur other difficulties and not be able to pay the amounts owed, this could

                                       6
<page>

cause reduced cash flows and losses in excess of our current reserves.  At March
31, 2009, the management  review deemed that the allowance for doubtful accounts
was adequate to cover any anticipated losses.

     Goodwill The  Company's  goodwill  was  acquired in two  separate  purchase
transactions  that were consummated on August 15, 2008. The Company has selected
July 1 for its  annual  impairment  testing  date  which is the first day of the
fourth fiscal quarter. In accordance with paragraph 28 of SFAS 142 goodwill will
be tested for  impairment  between  annual  testing  dates if an event occurs or
circumstances  change that would more likely than not reduce the fair value of a
reporting  unit below its  carrying  amount.  The  Company  has not  preformed a
goodwill impairment test in the current year.

2.   UNCOMPLETED CONTRACTS

     Costs,  estimated  earnings,  and billings on  uncompleted  contracts as of
March 31, 2009 and September 30, 2008 are summarized as follows:


<TABLE>
<CAPTION>

                                                         March 31, 2009           September 30, 2008

<S>                                                        <C>                       <C>
Costs incurred on contracts in progress                    $24,615,270               $57,723,456
Estimated earnings, net of estimated losses                  2,096,726                 6,562,540
                                                           -----------               -----------
                                                            26,711,996                64,285,996

Less   Billings to date                                     24,622,499                59,522,554
                                                           -----------               -----------
                                                           $ 2,089,497               $ 4,763,442
                                                           ===========               ===========
Costs and estimated earnings in excess of billings
 on uncompleted contracts                                    2,526,326                 5,272,669
Less Billings in excess of costs and estimated
   earnings on uncompleted contracts                           436,829                   509,227
                                                           -----------               -----------
                                                           $ 2,089,497               $ 4,763,442
                                                           ===========               ===========
</TABLE>


 3.  PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>

                                                        March 31, 2009             September 30, 2008

Property and Equipment consists of the following:

<S>                                                      <C>                         <C>
Land                                                     $    702,000                $    702,000
Buildings and leasehold improvements                          248,043                     253,944
Operating equipment and vehicles                           33,543,415                  32,859,797
Office equipment, furniture and fixtures                      324,434                      35,811
                                                          -----------                ------------
                                                           34,817,892                  33,851,552
Less  Accumulated Depreciation and Amortization             3,458,148                     548,089

Property and equipment net                                $31,359,744                $ 33,303,463
                                                          ===========                ============
</TABLE>


                                       7

<page>

4.   RELATED PARTY DEBT

     Total long-term debt at March 31, 2009 was $29.4 million,  of which,  $11.8
million  was  payable to certain  directors,  officers  and former  owners of an
acquired  company.  The related party debt consist of a $5.9 million note due in
August  2010, a $3 million note payable on August 15 each year at $1 million per
year over the next three years and a $2.9 million note payable as collections of
receivables  that were outstanding at August 15, 2008, which are associated with
the  receivables of an acquired  subsidiary,  are received.  The remaining $17.6
million  consists  of  debt  incurred  for  capital  acquisitions  made  by  the
subsidiaries.

 5.  EARNINGS PER SHARE

     The amounts  used to compute the basic and diluted  earnings  per share for
the three  months  ended March 31, 2009 and and six months  ended March 31, 2009
and the three  months  ended March 31,  2008 and the six months  ended March 31,
2008 are illustrated below:

<TABLE>
<CAPTION>
                                                                    Three Months Ended               Six Months Ended
                                                                          March 31,                        March 31,

                                                                     2009          2008             2009            2008


<S>                                                            <C>            <C>               <C>            <C>
Net Income (Loss) from continuing operations available
       to common shareholders                                    $(2,868,042)   $  184,780       $(5,062,551)     $ 539,566

Weighted average shares outstanding basic                         12,092,307    10,750,000        12,092,307     10,750,000


Effect of dilutive warrants                                              -0-     2,567,820              -0-        2,505,519

Weighted average shares outstanding diluted                       12,092,307    13,317,820        12,092,307      13,255,519
                                                                 ===========    ==========        ==========      ==========

Net Income (Loss) per share-basic                                $     (0.24)   $     0.02        $    (0.42)     $     0.05
                                                                  ===========   ==========        ==========      ==========
Net Income (Loss) per share-diluted                              $     (0.24)   $     0.01        $    (0.42)     $     0.04
   ===========            ======

</TABLE>

6. STOCK PURCHASE PLAN

     At the annual  meeting of the  shareholders  on  November  19,  2008 of the
shareholders  approved the establishment of an employee stock purchase plan. The
stock purchase plan authorizes the issuance of up to 1,200,000  shares of common
stock for purchase by eligible employees. A participant's stock purchased during
a  calendar  year  may  not  exceed  the  lesser  of  (a) a  percentage  of  the
participant's  compensation  or a total amount as specified by the  compensation
committee of the Board, or (b) $25,000.  The stock will be offered at a purchase
price of at least 85% of its fair market value on the date of purchase.

     The major plan  provisions  cover the purposes of the plan,  effective date
and  duration,   administration,   eligibility,   stock  type,   stock  purchase
limitations, price of stock, participation election, payroll deductions, payment
for  stock,  date  of  purchase,   termination  of  agreement,   termination  of
employment,  recapitalization,  change of  control,  assignability,  Stockholder
rights, compliance with code section 423, amendment and termination, application
of funds, tax withholdings, governing laws, employment at will and arbitration.

     The  Company  accounts  for its equity  based  compensation  under SFAS No.
123(R),  Share-Based  Payments.  Under the  provisions of SFAS No.  123(R),  the
Company has adopted a fair value based method of accounting for employee  equity
based plans,  whereby  compensation  cost is measured at the grant date based on
the value of the award (the discount on the stock purchase) and is recognized at
the purchase  date,  as there is no vesting  period.  As a result,  compensation
expense  relating to the stock  purchase plan will be reflected in net income as
part of "Salaries  and  employee  benefits" on the  Consolidated  Statements  of
Income.

     There have been no agreements with any employees made under this plan as of
the period ending March 31, 2009.

7. COMMITMENTS AND CONTINGENCIES

     On  February  6,  2009,  the  company  filed  with  the SEC a  registration
statement  relating to the registration of 2,150,000 shares of common stock held
by initial shareholders of the Company and 2,964,763 shares issued in connection
with the  acquisition  of C.J.  Hughes  Construction  Company,  Inc.  as well as
3,076,923   warrants  to  purchase  shares  of  common  stock  held  by  initial
shareholders of the Company and the 3,076,923 shares underlying those warrants.

                                       8

<page>


ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

     You should read the following  discussion  of the  financial  condition and
results of operations of Energy Services in conjunction  with the "Unaudited Pro
Forma  Consolidated  Financial  information  " appearing in this section of this
report  as  well  as the  historical  financial  statements  and  related  notes
contained elsewhere herein.  Among other things,  those historical  consolidated
financial  statements include more detailed  information  regarding the basis of
presentation for the following information.

Forward Looking Statements

     Within  Energy  Services'  financial  statements  and this  discussion  and
analysis  of the  financial  condition  and  results  of  operations,  there are
included   statements   reflecting   assumptions,   expectations,   projections,
intentions or beliefs about future events that are intended as  "forward-looking
statements" under the Private Securities  Litigation Reform Act of 1995. You can
identify  these  statements  by the fact that  they do not  relate  strictly  to
historical or current facts.  They use words such as  "anticipate,"  "estimate,"
"project,"  "forecast," "may," "will," "should,"  "could," "expect,"  "believe,"
"intend" and other words of similar meaning.

     These  forward-looking  statements are not guarantees of future performance
and involve or rely on a number of risks,  uncertainties,  and assumptions  that
are difficult to predict or beyond Energy Services' control. Energy Services has
based its  forward-looking  statements on  management's  beliefs and assumptions
based on  information  available to  management at the time the  statements  are
made.  Actual outcomes and results may differ materially from what is expressed,
implied and  forecasted by  forward-looking  statements and any or all of Energy
Services'  forward-looking  statements  may  turn out to be  wrong.  They can be
affected  by  inaccurate   assumptions   and  by  known  or  unknown  risks  and
uncertainties.

     All of  the  forward-looking  statements,  whether  written  or  oral,  are
expressly  qualified by these  cautionary  statements  and any other  cautionary
statements  that  may  accompany  such  forward-looking  statements  or that are
otherwise  included  in this  report.  In  addition,  Energy  Services  does not
undertake  and  expressly  disclaims  any  obligation  to update  or revise  any
forward-looking  statements to reflect events or circumstances after the date of
this report or otherwise.

Company Overview

     Energy  Services  was  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.  It operated as a "Blank Check
Company"  until August 15, 2008 at which time it completed the  acquisitions  of
S.T. Pipeline, Inc. and C.J. Hughes Construction Company, Inc. S.T. Pipeline and
C.J.  Hughes  are  considered  predecessor  companies  to Energy  Services.  The
discussion of financial  condition and operating  results include the results of
the two predecessors prior to the acquisition.  This discussion is based in part
on pro-forma income statement  information.  The Company acquired S.T.  Pipeline
for $16.2 million in cash and $3.0 million in a promissory note. The C.J. Hughes
purchase price totalled $34 million, one half of which was in cash and one half

                                       9
<page>

     in Energy Services common stock.  The  acquisitions are accounted for under
the purchase method and the financial  results of both acquisitions are included
in the results of Energy Services from the date of acquisition.

     Since the acquisitions,  Energy Services has been engaged in one segment of
operations which is providing contracting services for energy related companies.
Currently  Energy  Services  primarily  services  the  gas,  oil and  electrical
industries though it does some other incidental work. For the gas industry,  the
Company is  primarily  engaged in the  construction,  replacement  and repair of
natural gas pipelines and storage  facilities for utility  companies and private
natural gas companies.  Energy Services is involved in the  construction of both
interstate and intrastate pipelines, with an emphasis on the latter. For the oil
industry  the  Company  provides a variety of  services  relating  to  pipeline,
storage  facilities  and plant work. For the  electrical  industry,  the Company
provides  a  full  range  of  electrical  installations  and  repairs  including
substation  and  switchyard  services,  site  preparation,  packaged  buildings,
transformers  and other ancillary work with regards  thereto.  Energy  Services'
other services include liquid pipeline construction,  pump station construction,
production  facility  construction,  water  and  sewer  pipeline  installations,
various  maintenance and repair services and other services  related to pipeline
construction.  The  majority  of the  Company's  customers  are  located in West
Virginia,  Virginia,  Ohio, Kentucky and North Carolina. The Company builds, but
does not own,  natural gas  pipelines  for its  customers  that are part of both
interstate and intrastate  pipeline systems that move natural gas from producing
regions  to  consumption  regions as well as  building  and  replacing  gas line
services to individual customers of the various utility companies.

     The Company enters into various types of contracts,  including  competitive
unit price,  cost-plus (or time and materials  basis) and fixed price (lump sum)
contracts.  The terms of the contracts will vary from job to job and customer to
customer  though most contracts are on the basis of either unit pricing in which
the Company  agrees to do the work for a price per unit of work performed or for
a fixed  amount for the  entire  project.  Most of the  Company's  projects  are
completed  within one year of the start of the work. On occasion,  the Company's
customers  will require the posting of  performance  and/or  payment  bonds upon
execution of the contract, depending upon the nature of the work performed.

     The  Company  generally  recognizes  revenue  on unit  price and  cost-plus
contracts  when units are  completed  or  services  are  performed.  Fixed price
contracts  usually  results  in  recording  revenues  as  work  on the  contract
progresses on a percentage of completion  basis.  Under this accounting  method,
revenue is recognized based on the percentage of total costs incurred to date in
proportion to total estimated costs to complete the contract. Many contacts also
include  retainage  provisions under which a percentage of the contract price is
withheld until the project is complete and has been accepted by the customer.

Second Quarter Overview

     The following is an overview for the three months ended March 31, 2009:

              Sales                       $18.9 million
              Cost of Revenues             21.2 million
              Gross Profit (Loss)         ( 2.3)million
              Selling & Adm.                2.0 million
              Net Income(Loss)            (2.9) million

     The second  quarter  for the  Company is  typically  a slow  period for our
business  line.  The slower cycle of our business  has been  exacerbated  by the
current  recessionary  economic  conditions  we find  ourselves  in. The Company
adjusted  the  estimated  profit at  completion  on three  projects  during this
quarter  resulting in a reduction in profits of $1.5  million.  The Company also
experienced

                                       10

<page>

excessive down time on its equipment fleet during this period.  The Company used
this time to  perform  needed  maintenance  to ensure the  equipment  is in good
working order when our workflow increases. Equipment costs are charged to direct
costs and then  typically  allocated  to the jobs.  This quarter did not produce
enough job  revenue to cover  those  costs  resulting  in a  reduction  in gross
margins of approximately  $800,000.  Selling and  administrative  costs for this
quarter  remained  at first  quarter  levels.  We do not expect  these  costs to
increase in the remaining quarters for fiscal year ending September 30, 2009.

     The  Company's  cash and cash  equivalents  decreased  by $3 million,  with
working  capital  decreasing  by $4.9  million  during  this  quarter.  Accounts
receivable  and  retainage  receivable  decreased  by $4.0  million  during  the
quarter, and long-term debt was reduced by $1.3 million.

Seasonality: Fluctuation of Results

     Our  revenues and results of  operations  can be and usually are subject to
seasonal  variations.  These  variations  are the  result of  weather,  customer
spending  patterns,  bidding seasons and holidays.  The second fiscal quarter of
the year is typically the slowest in terms of revenues because inclement weather
conditions  cause delays in production  and customers  usually do not plan large
projects during that time.  While usually better than the second fiscal quarter,
the first fiscal quarter often has some inclement weather which can cause delays
in production,  reducing the revenues the Company receives and/or increasing the
production  costs.  Also in the first quarter there are holidays which can limit
production.  The third fiscal  quarter  usually is least impacted by weather and
usually has the largest number of projects underway.

     In addition to the fluctuations  discussed above, the pipeline industry can
be highly cyclical,  reflecting variances in capital expenditures in relation to
energy price fluctuations.  As a result, our volume of business may be adversely
affected  by  where  our  customers'   businesses  are  in  relation  to  energy
infrastructure  expenditures  and thereby their financial  condition as to their
capital needs and access to capital to finance those needs.

     Accordingly,  our operating  results in any particular  quarter or year may
not be  indicative  of the results that can be expected for any other quarter or
any other year.  You should read  "Understanding  Gross  Margins" and  "Outlook"
below for  discussions  of trends and  challenges  that may affect our financial
condition and results of operations.

Understanding Gross Margins

     Our gross  margin is gross profit  expressed  as a percentage  of revenues.
Cost of revenues  consists  primarily  of salaries,  wages and some  benefits to
employees,   depreciation,   fuel  and  other  equipment,   equipment   rentals,
subcontracted services, portions of insurance, facilities expense, materials and
parts and supplies.  Various  factors,  some  controllable,  some not impact our
gross margin on a quarterly or annual basis.

     Seasonal.  As discussed  above,  seasonal  patterns can have a  significant
impact on gross margins.  Usually,  business is slower in the winter months when
construction is difficult to undertake versus the warmer months.

     Weather. Adverse or favorable weather conditions can impact gross margin in
a given  period.  Periods  of wet  weather,  snow or  rainfall,  as well  severe
temperature extremes can severely impact production and therefore

                                       11
<page>

negatively impact revenues and margins. Conversely,  periods of dry weather with
moderate  temperatures  can  positively  impact  revenues and margins due to the
opportunity for increased production and efficiencies.

     Revenue Mix. The mix of revenues  between  customer types and types of work
for various  customers will impact gross  margins.  Some projects will have more
margins while others that are extremely competitive in bidding may have narrower
margins.

     Service and Maintenance versus installation.  In general, installation work
has a higher gross margin than  maintenance  work.  This is due to the fact that
installation  work  usually is more of a fixed price  nature and  therefore  has
higher risks  involved.  Accordingly,  a higher  portion of the revenue mix from
installation work typically will result in higher margins.

     Subcontract  work. Work that is  subcontracted  to other service  providers
generally has lower gross margins. Increases in subcontract work as a percentage
of total  revenues  in a given  period may  contribute  to a  decrease  in gross
margin.

     Materials  versus  Labor.  Typically  materials  supplied on projects  have
smaller margins than labor. Accordingly, projects with a higher material cost in
relation to the entire job will have a lower overall margin.

     Depreciation.  Depreciation  is included in our cost of revenue.  This is a
common practice in the energy services  industry,  but can make comparability to
other companies difficult.

Selling, General and Administrative Expenses

     Selling,   general  and   administrative   expenses  consist  primarily  of
compensation  and related  benefits to management,  administrative  salaries and
benefits,  marketing,  communications,  office and utility  costs,  professional
fees, bad debt expense,  letter of credit fees, general liability  insurance and
miscellaneous other expenses.

Results of Operations

     Because the Company had no operations during the six months ended March 31,
2008 the information set forth below for the six months ended March 31, 2008 and
the  corresponding  analysis of the  comparative six months ended March 31, 2009
and March 31, 2008 is based on actual results for the six months ended March 31,
2009 and pro forma results as of March 31, 2008. This  information is based upon
and should be read in conjunction with the more detailed information included in
the section titled "Unaudited Pro Forma Consolidated Financial Information."


                                       12

<page>
Energy Services of America Corporation
ST Pipeline,Inc/CJ Hughes

<TABLE>
<CAPTION>

                                                         (Unaudited)        Pro Forma           (Unaudited)         Pro Forma
                                                         Three Months      Three Months          Six Months        Six Months
                                                            Ended             Ended                Ended              Ended
                                                          3/31/2009         3/31/2008            3/31/2009         3/31/2008

<S>                                                     <C>               <C>                  <C>               <C>
Contract Revenues                                       $ 18,944,621      $ 32,742,278         $ 52,623,667      $ 95,490,132
Cost of Revenues                                          21,202,424        29,605,895           56,477,545        74,770,774
Gross Profit (Loss)                                       (2,257,803)        3,136,383           (3,853,878)       20,719,358
Selling and administrative expenses                        1,952,884         2,334,798            3,667,634         3,763,400

Income ( Loss) from operations before taxes               (4,210,687)          801,585           (7,521,512)       16,955,958

Interest Income                                               13,537          (130,978)              49,810           297,722
Interest Expense                                            (456,197)         (404,599)            (872,969)         (865,106)
Other Income (Expense)                                      (408,433)          193,792             (254,182)          468,329

Income (Loss) before tax                                  (5,061,780)          459,800           (8,598,853)       16,856,903

Income taxes (Benefit)                                    (2,193,738)          270,255           (3,536,302)        6,835,122

Income (Loss) before variable interest entity             (2,868,042)          189,545           (5,062,551)       10,021,781

Income(Loss) attributable to variable interest entity             -             34,661                    -            34,661

Net Income (Loss)                                       $ (2,868,042)       $  224,206          $(5,062,551)     $ 10,056,442

Weighted average shares outstanding- basic                12,092,307        12,092,307           12,092,307        12,092,307

Weighted average shares-  diluted                         12,092,307        14,660,127           12,092,307        14,597,834

 Net income (Loss) per share- basic                     $      (0.24)       $     0.02          $     (0.42)     $       0.83

 Net income (Loss) per share- diluted                   $      (0.24)       $     0.02          $     (0.42)     $       0.69
</TABLE>

                                       13
<page>




UNAUDITED  PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

     The following  tables set forth summary  financial  information for our pro
forma  consolidated  results  for the six  months  ended  March  31,  2008.  The
information is presented to show what the consolidated  income  statements would
have looked like had the  transactions  with S.T.  Pipeline and C.J. Hughes been
completed  at the  beginning  of that  period.  The  information  includes  such
adjustments as deemed  necessary to reflect the transactions in a proper manner.
This information should be read in conjunction with the notes thereto as well as
the financial  statements for the various  entities  included  elsewhere in this
document.

     The unaudited pro forma information is for informational  purposes only and
is not intended to represent or be  indicative  of the  consolidated  results of
operations  that we  would  have  reported  had  the  merger  transactions  been
completed as of the date presented and should not be taken as  representative of
our future consolidated results of operations.



                                       14



<page>
                        Energy Services Acquisition Corp.
                          ST Pipeline, Inc./C J Hughes
         Pro Forma Combined, Condensed, Consolidated Statement of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     ESA           ST Pipeline                    C J Hughes
                                                 Three Months      Three Months                  Three Months
                                                    Ended             Ended       ST Pipeline       Ended          C J Hughes
                                                  March 31,          March 31,     Pro Forma       March 31,        Pro Forma
                                                    2008              2008        Adjustments        2008          Adjustments
                                                --------------  ---------------  ------------    -------------   --------------
                                                  (Unaudited)     (Unaudited)    (Unaudited)     (Unaudited)     (Unaudited)
<S>                                             <C>              <C>             <C>              <C>             <C>
Contract Revenues                               $          -     $   11,421,980  $         -      $ 21,320,298    $          -
Cost of Revenues                                           -         10,442,500       (2,703)(1)    18,962,190         203,909 (1)
                                                --------------   --------------  ------------     ------------    ------------
Gross Profit                                               -            979,480         2,703        2,358,108        (203,909)
Selling and administrative expenses                  140,645            588,444             -        1,605,709               -
                                                --------------   --------------  ------------     ------------    -------------
Income( Loss) from operations before taxes          (140,645)           391,036         2,703          752,399        (203,909)
Interest Income                                      463,425             19,320      (299,557)(2)       18,283        (313,276)(2)
Interest Expense                                           -            (49,947)      (56,250)(3)     (298,402)              -
Other Income (Expense)                                     -            111,164             -           82,629               -
                                                --------------   --------------  ------------      -----------    -------------
Income before tax                                    322,780            471,573      (353,104)         554,909        (517,185)
Income taxes (Benefit)                               138,000               -           47,387 (4)       77,447          15,090 (4)
                                                --------------   --------------  ------------      -----------    ------------
Income (Loss) before variable interest entity        184,780            471,573      (400,491)         477,462        (532,275)
Income(Loss) attributable to variable
   interest entity                                         -                 -             -            34,661               -
                                                --------------   --------------  ------------      -----------    ------------
Net Income (Loss)                               $    184,780     $      471,573    $ (400,491)     $   512,123    $   (532,275)
                                                ==============   ==============  ============      ===========    ============
Weighted average shares outstanding- basic        10,750,000                                                         2,964,763
                                                --------------                                                    ------------
Weighted average shares-  diluted                 13,317,820                                                         2,964,763
                                                ==============                                                    ------------
 Net Income (Loss) per share- basic             $       0.02
                                                ==============
 Net Income (Loss)  per share- diluted          $       0.01
                                                ==============
</TABLE>

<TABLE>
<CAPTION>
                                                   Redemption      Pro Forma
                                                  Adjustments      Combined
                                                 -------------  --------------
                                                  (Unaudited)     (Unaudited)
<S>                                             <C>              <C>
Contract Revenues                               $          -     $  32,742,278
Cost of Revenues                                           -        29,605,895
                                                --------------   --------------
Gross Profit                                               -         3,136,383
Selling and administrative expenses                        -         2,334,798
                                                --------------   --------------
Income( Loss) from operations before taxes                 -           801,585
Interest Income                                      (19,173)         (130,978)
Interest Expense                                           -          (404,599)
Other Income (Expense)                                     -           193,792
                                                --------------   --------------
Income before tax                                     (19,173)(5 )     459,800
Income taxes (Benefit)                                 (7,669)(6)      270,255
                                                --------------   --------------
Income (Loss) before variable interest entity         (11,504)         189,545
Income(Loss) attributable to variable
   interest entity                                          -           34,661
                                                --------------   --------------
Net Income (Loss)                               $     (11,504)   $     224,206
                                                ==============   ==============
Weighted average shares outstanding- basic         (1,622,456)      12,092,307
                                                --------------   -------------
Weighted average shares-  diluted                  (1,622,456)      14,660,127
                                                --------------   -------------
 Net Income (Loss) per share- basic                              $        0.02
                                                                 =============
 Net Income (Loss)  per share- diluted                           $       0.02
                                                                 ==============
</TABLE>
                                       15
<page>
                        Energy Services Acquisition Corp.
                          ST Pipeline, Inc./C J Hughes
         Pro Forma Combined, Condensed, Consolidated Statement of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   ESA         ST Pipeline                   C J Hughes
                                                Six months     Six months                    Six months
                                                  Ended           Ended        ST Pipeline     Ended           C J Hughes
                                                 March 31,      March 31,     Pro Forma       March 31,     Pro Forma
                                                   2008           2008         Adjustments      2008          Adjustments
                                               -------------  -------------------------------------------   ----------------
                                                (Unaudited)     (Unaudited)    (Unaudited)    (Unaudited)     (Unaudited)
<S>                                            <C>            <C>               <C>          <C>            <C>
Contract Revenues                                              $ 48,942,684                   $ 46,547,448
Cost of Revenues                                                 32,851,724    $  300,000 (1)   41,211,113   $    407,937 (1)
                                               -------------  --------------   ----------     ------------   -------------
Gross Profit                                                     16,090,960      (300,000)       5,336,335       (407,937)
Selling and administrative expenses               $ 199,019       1,007,734                      2,556,647
                                               -------------  --------------   -----------    ------------   -------------
Income( Loss) from operations before taxes         (199,019)     15,083,226      (300,000)       2,779,688        (407,937)
Interest Income                                   1,082,585          29,894      (349,555)(2)       39,629        (366,189)(2)
Interest Expense                                                   (130,863)     (112,500)(3)     (621,743)
Other Income (Expense)                                              385,639                         82,690
                                               -------------  --------------   -----------     -----------   -------------
Income (Loss) before tax                            883,566      15,367,896       (762,055)      2,280,264        (774,126)
Income taxes (Benefit)                              344,000               -      5,842,336 (4)      77,447         626,796 (4)
                                               -------------  --------------   -----------     -----------   -------------
Income (Loss) before variable interest entity       539,566      15,367,896     (6,604,391)      2,202,817      (1,400,922)
Income (Loss) attributable to variable
  interest entity                                                    34,661                                          34,661
                                               -------------  --------------   ----------      -----------   -------------
Net Income (Loss)                                 $ 539,566    $ 15,367,896    $(6,604,391)    $ 2,237,478     $(1,400,922)
                                               =============  ==============   ===========     ===========   =============
Weighted average shares outstanding- basic       10,750,000                                                      2,964,771
                                               -------------                                                 -------------
Weighted average shares-  diluted                13,255,519                                                      2,964,771
                                               =============                                                 -------------
 Net Income (Loss) per share- basic                  $ 0.05
                                               =============
 Net income (Loss) per share- diluted                $ 0.04
                                               =============
</TABLE>

<TABLE>
<CAPTION>
                                                 Redemption    Pro Forma
                                                Adjustments    Combined
                                               -------------  -------------
                                                (Unaudited)     (Unaudited)
<S>                                             <C>            <C>
Contract Revenues                               $         -   $   95,490,132
Cost of Revenues                                          -       74,770,774
                                               -------------  --------------
Gross Profit                                              -       20,719,358
Selling and administrative expenses            $          -        3,763,400
                                               -------------  --------------
Income( Loss) from operations before taxes                -       16,955,958
Interest Income                                    (138,642)         297,722
Interest Expense                                          -         (865,106)
Other Income (Expense)                                    -          468,329
                                               -------------  --------------
Income (Loss) before tax                           (138,642)(5)  16,856,903
Income taxes (Benefit)                              (55,457)(6)   6,835,122
                                               -------------  --------------
Income (Loss) before variable interest entity       (83,185)      10,021,781
Income (Loss) attributable to variable
  interest entity                                                     34,661
                                               -------------  --------------
Net Income (Loss)                              $    (83,185)  $   10,056,442
                                               =============  ==============
Weighted average shares outstanding- basic       (1,622,456)      12,092,315
                                               -------------  --------------
Weighted average shares-  diluted                (1,622,456)      14,597,834
                                               -------------  --------------
 Net Income (Loss) per share- basic                           $         0.83
                                                              ==============
 Net income (Loss) per share- diluted                         $         0.69
                                                              ==============
</TABLE>


                                       16


<page>


Notes to pro forma income statement

(1)  These adjustments represent the added depreciation created from the mark to
     market of the fixed assets of S.T.  Pipeline ($6.1 million) and C.J. Hughes
     ($4.1 million) as required by purchase  accounting.  The added depreciation
     is based on a five year life.

(2)  These  adjustments  reflect the interest income lost from the cash payments
     made to the  shareholders of S.T.  Pipeline ($16.3 million) and C.J. Hughes
     ($17.2  million),  etc. had the transaction been completed at the beginning
     of each period and  therefore  not earning  interest.  The actual  rates of
     interest  of  4.9  % and  4.25%  for  the  three  and  six  month  periods,
     respectfully, was used in the calculations.

(3)  This  adjustment  is to  reflect  the added  interest  cost that would have
     occurred relating to the $13 .0 million of notes at 7.5% interest issued to
     the Shareholders of S.T. Pipeline had the transaction been in place for the
     respective periods.

(4)  S.T.  Pipeline and C.J.  Hughes were both Sub S corporations  and therefore
     had no Federal  income  taxes.  These  entries are to reflect the estimated
     taxes for these  companies had they been a part of Energy  Services  during
     the respective periods. The combined tax rates used were 40%.

(5)  In  accordance  with the bylaws of Energy  Services,  shareholders  had the
     right  to vote  against  the  transactions  and  request  their  shares  be
     redeemed.  This entry  reflects the lost  interest  income ($9.7 Million at
     1.23%) from the purchase of those shares so redeemed,  calculated using the
     actual rates earned on the investment account for each period.

(6)  This entry is to reflect the tax  savings  related to the  interest  income
     lost on the payments to redeem shares. The combined tax rate is 40%.

2009 Actual compared to 2008 Pro Forma

     Revenues.  Revenues decreased by $13.8 million (42.1%) to $18.9 million for
the three  months ended March 31, 2009,  and by $42.9  million  (44.9%) to $52.6
million  for the six months  ended  March 31,  2009  compared  to the  pro-forma
revenue for the same periods ending in 2008.  This decrease was primarily due to
major projects at S.T.  Pipeline and C.J. Hughes  completed in 2008 that did not
reoccur in 2009.  Several  projects with projected start dates in 2009 have been
delayed or cancelled due to current economic conditions.

     Cost of Revenues.  Costs of Revenues  decreased by $8.4 million  (28.4%) to
$21.2 million for the three months ended March 31, 2009 and by $18.3 million

                                       17
<page>
(24.5%) to $56.5 million for the six months ended March 31, 2009 compared to the
pro-forma  cost of revenue for the same periods ending in 2008. The major reason
for the decrease was due to the  completion of some major  projects in 2008 with
no new similar projects starting in 2009.

     Gross Profit (Loss).  Gross profit decreased by $5.3 million (172%) for the
three  months  ended  March  31,  2009 to a loss of $2.3  million,  and by $24.6
million  (118.6%) to a loss of $3.9  million for the six months  ended March 31,
2009  compared to the pro-forma  gross profit for the same periods in 2008.  The
loss  was  the  result  of two  particular  projects  at  one  of the  operating
subsidiaries  which lost $3.2 million for the quarter  ended  December 31, 2008.
There was a  combination  of events  that  resulted in the losses on these jobs.
First,  the customer has several  other  projects that were supposed to start in
the quarter  that they  decided to delay.  The pricing has been  established  on
these projects under the assumption of getting the added work. When that did not
occur many costs  that would have been  spread  over all the jobs then had to be
absorbed into these two existing jobs. Also, there were unplanned work stoppages
initiated by the customer for the  Thanksgiving  and  Christmas  holidays  which
resulted in added payroll costs of approximately $450,000.  These jobs have been
completed  and since this was an unusual  occurrence  for  portions  of projects
linked  together to get delayed and normally when planning a project you know of
scheduled  work  stoppages,  we believe  that the  results of these jobs are not
indicative of future performance. Total revenues decreased $42.9 million (44.9%)
for the six months  ended March 31, 2009 which was the other major factor in the
reduction of gross margin.

     Selling and administrative  expenses.  Selling,  general and administrative
expenses decreased by $382,000 (16.4%) for the three months ended March 31, 2009
and by $96,000  (2.5%) for the six months  ended March 31, 2009  compared to the
pro-forma selling,  general and administrative  expenses for the same periods in
2008.  These  decreases were primarily due to the timing  differences in certain
administrative expenses, such as bonuses, accounting and professional fees.

     Income (Loss) from Operations.  Income from operations decreased $5 million
(625.3%) to a loss of $4.2 million for the three months ended March 31, 2009 and
decreased by $24.5 million (144.4%) to a loss of $7.5 million for the six months
ended March 31, 2009. This is a function of the previous categories.

     Interest  Income.  Interest income  increased by $144,000  (110.3%) for the
three months ended March 31, 2009 and decreased by $248,000  (83.3%) for the six
months  ended  March  31,  2009.  As a result  of  decreased  revenues  and cash
collections,  the Company used more of its cash reserves than anticipated during
the period causing the interest income to go down.

     Interest  Expense  Interest  Expense  decreased by $52,000  (12.8%) for the
three  months ended March 31, 2009 and  decreased  by $8,000  (0.9%) for the six
months ended March 31, 2009. This decrease was primarily driven by the reduction
in the prime  interest  rate on which most of our  financing is based as well as
reductions made on installment loans.

     Other  Income.  Other income  decreased by $602,000  (310.8%) for the three
months ended March 31, 2009 and  decreased  by $723,000  (154.3%) the six months
ended March 31, 2009.  This  decrease  was driven by the  reduction of rental of
equipment to outside parties.

     Net  Income(Loss).  Net Income decreased by $3.1 million (1379.2%) to a net
loss of $2.9  million for the three  months  ended March 31, 2009 and  decreased
$15.1  million  (150.3%) to a net loss of $5.1  million for the six months ended
March 31, 2009. The decreases  occurred due to the various changes as previously
discussed,  principally  the  large  decline  in gross  profit  to a net loss on
contracts.

2008 Historical Operating Results
                                       18
<page>

Energy Services of America Corporation (Standalone)

     The company was a blank check company for the six month period ending March
31, 2008 and had no operations. Net income for the Company for the quarter ended
March 31, 2008 was  $184,780,  which  consisted of interest  from the trust fund
totaling  $463,425 offset by $140,645 of expenses,  $120,940 of which related to
formation and operating cost, $8,500 of which related to due diligence  expenses
relating to potential  acquisitions,  $11,205 relating to Delaware franchise tax
and income taxes of $138,000. Net income for the six months ended March 31, 2008
was  $539,566,  which  consisted  of  interest  from  the  trust  fund  totaling
$1,082,585  offset  by  $199,019  of  expenses,  $165,730  of which  related  to
formation and operating cost, $10,879 of which related to due diligence expenses
relating to potential  acquisitions,  $22,410 relating to Delaware franchise tax
and income taxes of $344,000.

S.T. Pipeline

     Net income for the three  months  ended March 31, 2008 was  $471,573  which
consisted of contract revenues of $11.4 million,  $19,320 of interest income and
$111,164 of other income offset by $10.4  million of cost of revenues,  $588,444
of  general  and  administrative  expenses  and  $49,947  of  interest  expense.
Approximately $6.5 million of the contact revenue for this quarter was generated
from the completion of one large project in January 2008. Net income for the six
ended March 31, 2008 was $15.4 million which  consisted of contract  revenues of
$48.9 million, $29,894 of interest income and $385,639 of other income offset by
$32.9  million of cost of  revenues,  $1,007,734  of general and  administrative
expenses  and  $130,863  of  interest  expense.  Revenue  of $39.6  million  was
generated from the one large project during this six month ending period.

C.J. Hughes Construction Inc.

     Net income for the three  months  ended March 31, 2008 was  $512,123  which
consisted of contract  revenues of $21.3  million,  $18,283 of interest  income,
$82,629 of other income and $34,661 of income  attributable to variable interest
entity  offset by $19 million of cost of  revenues,  $1.6 million of general and
administrative  expenses,  $298,402  of  interest  expense and $77,447 of income
taxes.  Contract  revenue for this period was generated from several  contracts,
none  exceeding 10% of the total revenue for the period.  Net income for the six
months  ended  March 31,  2008 was $2.2  million  which  consisted  of  contract
revenues of $46.5 million,  $39,629 of interest income,  $82,690 of other income
and $34,661 of income  attributable to variable  interest entity offset by $41.2
million  of cost  of  revenues,  $2.6  million  of  general  and  administrative
expenses,  $621,743 of interest  expense and $77,447 of income  taxes.  Contract
revenues  for the six months  ended March 31, 2008 was  generated  from  several
smaller projects, none exceeding 10% of total revenue for the period.

The above historical results are included in the pro-forma financial statements
discussed earlier.

Comparison of Financial Condition

     The Company had total assets at March 31, 2009 of $102.4 million, down from
$133.7  million at September  30, 2008.  Some of the primary  components  of the
balance  sheet were  accounts  receivable  which totaled $14.1 million down from
$38.6  million at September  30, 2008.  This large  reduction  was driven by the
collections from two significant projects which were completed during the

                                       19
<page>

     current period. No significant projects have been contracted, at this point
in time, to replace that revenue  stream.  We are  currently  bidding on several
significant  projects.  Other  major  categories  of assets  at March  31,  2009
included cash of $10.4 million and fixed assets less accumulated depreciation of
$31.5 million.  Liabilities  totaled $47.2  million,  down from $73.4 million at
September  30, 2008.  This  decrease was primarily due to reductions in accounts
payable and debt.

     Stockholders' Equity.  Stockholders' equity decreased from $60.3 million at
September 30, 2008 to $55.2 million at March 31, 2009.  This decrease was due to
the net loss of $5.1 million for the six months ended March 31, 2009.

Liquidity and Capital Resources

Cash Requirements

     We anticipate that our cash and cash  equivalents on hand at March 31, 2009
which totaled $10.4 million along with our credit facilities available to us and
our anticipated  future cash flows from operations will provide  sufficient cash
to meet our  operating  needs.  However,  with  the  anticipated  future  energy
shortage nationwide and the increased demand for our services, we could be faced
with needing  significant  additional  working  capital.  Also,  current general
credit  tightening  resulting  from  the  general  banking  and  other  economic
contraction  that has  occurred in the second  half of 2008,  has  impaired  the
availability  of credit  facilities  for future  operational  needs. A prolonged
restriction in borrowing capacity may limit the growth of the Company.

Sources and uses of Cash

     The net loss for the six months ended March 31, 2009 was $5.1 million.  The
depreciation expense was $2.9 million.  Contracts and other receivables provided
$26 million while  accounts  payable,  accrued  expenses,  and prepaid  expenses
consumed  $12.6  million.  Net cash provided by operating  activities  was $10.7
million.  Financing  activities  consumed $13  million.  The lines of credit was
reduced by $3.2  million and long term debt was reduced by $9.8  million  during
this period.

     As of March 31, 2009, we had $10.4 million in cash, working capital of $8.3
million and long term debt net of current maturities of $20 million.

Off-Balance Sheet transactions

     Due to the nature of our industry,  we often enter into certain off-balance
sheet  arrangements  in the ordinary course of business that result in risks not
directly reflected in our balance sheets.  Though for the most part not material
in nature, some of these are:

Leases

     Our work often  requires  us to lease  various  facilities,  equipment  and
vehicles.  These  leases  usually  are short term in  nature,  one year or less,
though  when  warranted  we may  enter  into  longer  term  leases.  By  leasing
equipment,  vehicles and  facilities,  we are able to reduce our capital  outlay
requirements  for equipment  vehicles and  facilities  that we may only need for
short periods of time.  The Company  currently  rents two parcels of real estate
from stockholders-directors of the company under long-term lease agreements. The
one agreement  calls for monthly rental  payments of $5,000 and extends  through
January 1, 2012. The second agreement is for the Company's headquarter offices

                                       20
<page>
     and is rented from a corporation  in which two of the  Company's  directors
are  shareholders.  The agreement  began  November 1, 2008 and runs through 2011
with  options to renew past  that.  It calls for a monthly  rental of $7,500 per
month.

Letters of Credit

     Certain  customers  or  vendors  may  require  letters  of credit to secure
payments  that the  vendors  are making on our behalf or to secure  payments  to
subcontractors,  vendors,  etc. on various customer projects. At March 31, 2009,
the  Company  was  contingently  liable on an  irrevocable  Letter of Credit for
$950,000 to  guarantee  payments  of  insurance  premiums  to the group  captive
insurance  company  through  which the Company  obtains  its  general  liability
insurance.

Performance Bonds

     Some customers,  particularly new ones, or governmental agencies require us
to post bid bonds, performance bonds and payment bonds. These bonds are obtained
through  insurance  carriers and  guarantee to the customer that we will perform
under the terms of a contract and that we will pay  subcontractors  and vendors.
If we fail to perform under a contract or to pay subcontractors and vendors, the
customer may demand that the insurer make payments or provide services under the
bond.  We must  reimburse the insurer for any expenses or outlays it is required
to make. Depending upon the size and conditions of a particular contract, we may
be  required  to post  letters  of  credit or other  collateral  in favor of the
insurer.  Posting of these  letters  or other  collateral  reduce our  borrowing
capabilities.  Historically,  the  Company  has never  had a payment  made by an
insurer  under these  circumstances  and does not  anticipate  any claims in the
foreseeable  future.  At March 31, 2009, we had $43.4 million in bonds issued by
the insurer outstanding.

Concentration of Credit Risk

     In the ordinary  course of business the company  grants credit under normal
payment terms,  generally without  collateral,  to our customers,  which include
natural gas and oil companies,  general contractors,  and various commercial and
industrial  customers  located  within the United States.  Consequently,  we are
subject to potential  credit risk related to business and economic  factors that
would affect these companies.  However, we generally have certain statutory lien
rights with respect to services  provided.  Under certain  circumstances such as
foreclosure,  we may take  title  to the  underlying  assets  in lieu of cash in
settlement  of  receivables.  The Company had two  customers  that  exceeded ten
percent of revenues for the six months  ended March 31, 2009.  At March 31, 2009
those companies were Equitable  Resources and Markwest,  which accounted for 43%
of revenues.

Litigation

     The  Company is a party from time to time to various  lawsuits,  claims and
other legal  proceedings  that arise in the ordinary  course of business.  These
actions typically seek, among other things,  compensation for alleged personally
injury,  breach of contract and/or property  damages,  punitive  damages,  civil
penalties or other losses, or injunctive or declaratory  relief. With respect to
all such  lawsuits,  claims,  and  proceedings,  we record  reserves  when it is
probable  that a  liability  has been  incurred  and the  amount  of loss can be
reasonably  estimated.  We  do  not  believe  that  any  of  these  proceedings,
separately or in aggregate,  would be expected to have a material adverse effect
on our financial position, results of operations or cash flows.

                                       21
<page>
Related Party Transactions

     Total long-term debt at March 31, 2009 was $29.4 million,  of which,  $11.8
million  was  payable to certain  directors,  officers  and former  owners of an
acquired  company.  The related party debt consist of a $5.9 million note due in
August  2010, a $3 million note payable on August 15 each year at $1 million per
year over the next three years and a $2.9 million note payable as collections of
receivables  that were outstanding at August 15, 2008, which are associated with
the receivables of an acquired subsidiary, are received.

Inflation

     Due to relatively low levels of inflation during the six months ended March
31, 2008 and 2009, inflation did not have a significant effect on our results.

Critical Accounting Policies

     The  discussion  and  analysis of the  Company's  financial  condition  and
results  of  operations  are  based  on our  pro  forma  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States.  The preparation of these consolidated
financial  statements  requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosures of contingent assets
and  liabilities  known  to  exist  at the  date of the  consolidated  financial
statements  and reported  amounts of revenues and expenses  during the reporting
period.  We evaluate our  estimates  on an ongoing  basis,  based on  historical
experience and on various other  assumptions  that are believed to be reasonable
under the circumstances.  There can be no assurance that actual results will not
differ  from those  estimates.  Management  believes  the  following  accounting
policies  affect  our  more  significant  judgments  and  estimates  used in the
preparation of our consolidated financial statements.

     Revenue  Recognition  We  recognize  revenue  for cost plus and unit  price
contracts  when  services are performed or units are  completed.  These jobs are
typically  billed at month end for  revenue  earned.  Revenue  from fixed  price
contracts are recognized under the percentage of completion method,  measured by
the  percentage  of costs  incurred  to date to total  estimated  costs for each
contract.  Such contracts  generally provide that the customer accept completion
of progress to date and compensate us for services rendered,  measured typically
in terms of units  installed,  hours expended or some other measure of progress.
Contract costs  typically  include all direct  material,  labor and  subcontract
costs and those indirect costs related to contract performance, such as indirect
labor,  supplies,  tools,  repairs and  depreciation.  Provisions  for the total
estimated  losses on uncompleted  contracts are made in the period in which such
losses are determined.  Changes in job  performance,  job conditions,  estimated
profitability  and final contract  settlements  may result in revisions to costs
and income and their effects are recognized in the period in which the revisions
are determined.

     Self  Insurance  The  Company  is  insured at one  subsidiary  for  general
liability  insurance  through a captive  insurance  company.  While the  Company
believes  that  this  arrangement  has been  very  beneficial  in  reducing  and
stabilizing  insurance  costs,  the  Company  does have to  maintain a letter of
credit to guarantee  payments of premiums.  Should the Captive experience severe
losses  over an  extended  period,  it could  have a  detrimental  affect on the
Company.

     Current and Non Current  Accounts  Receivable  and  Provision  for Doubtful
Accounts The Company provides an allowance for doubtful accounts when collection

                                       22
<page>
of an  account  is  considered  doubtful.  Inherent  in  the  assessment  of the
allowance for doubtful accounts are certain judgments and estimates relating to,
among others,  our customer's access to capital,  our customer's  willingness or
ability to pay, general economic  conditions and the ongoing  relationship  with
the customer.  While most of our Customers are large well capitalized companies,
should they  experience  material  changes in their  revenues  and cash flows or
incur other  difficulties  and not be able to pay the amounts  owed,  this could
cause reduced cash flows and losses in excess of our current reserves.  At March
31, 2009, the management  review deemed that the allowance for doubtful accounts
was adequate to cover any anticipated losses.

     Goodwill The  Company's  goodwill  was  acquired in two  separate  purchase
transactions  that were consummated on August 15, 2008. The Company has selected
July 1 for its annual  impairment  testing  date,  which is the first day of our
fourth  quarter.  In  accordance  with  paragraph 28 of FAS 142 goodwill will be
tested  for  impairment  between  annual  testing  dates if an event  occurs  or
circumstances  change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount.

     The Company  believes that the current  market price of its stock is caused
by the  volatility,  illiquidity  and  instability in the marketplace and is not
necessarily indicative of the fair value of the company. Management had informal
discussions  with  investment  bankers that indicated that the fair value of the
operating  companies  had  probably  not changed  materially  from the  fairness
opinions  obtained in  connection  with the  acquisitions.  After  consideration
management determined that the long term outlook for the Company had not changed
materially   from  the  date  of  the  fair  value  opinions  and  that,   after
consideration  of the change in stock price,  a test of goodwill for  impairment
was not needed.



                                       23
<page>
Outlook

     The  following  statements  are  based  on  current   expectations.   These
statements are forward looking, and actual results may differ materially.

     Recently our  customers  have been  experiencing  reduced  demand for their
products,  particularly Natural Gas. Accordingly,  we expect to see spending for
our customers on their transmission and distribution systems increasing over the
next few years as demand returns to expected  levels.  The Company's  backlog at
March 31, 2009 was $34.8 million and while adding  additional  business projects
appears  likely,  no assurances can be given that the Company will be successful
in bidding on projects  that  become  available.  Moreover,  even if the Company
obtains  contracts,  there can be no guarantee that the projects will go forward
if the current economic instability continues.

     If the increased demand moves to expected levels in fiscal 2009 and beyond,
we believe that the Company will continue to have  opportunities  to continue to
improve both revenue volumes and the margins thereon.  However,  as noted above,
if the current economic conditions persist, growth could be limited.

     If  growth  continues,  we will be  required  to  make  additional  capital
expenditures  for  equipment  to  keep  up  with  that  need.  Currently,  it is
anticipated  that in fiscal 2009,  the Company's  capital  expenditures  will be
between $2.0 million and $4.0 million.  However,  if the customer  demands grow,
this number could change dramatically.  Significantly higher capital expenditure
requirements  could of  course  put a strain  on the  Company's  cash  flows and
require additional borrowings.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

     We are exposed to market  risks,  primarily  related to  increases  in fuel
prices and adverse changes in interest rates, as discussed below.

     Fuel Prices. Our exposure to market risk for changes in fuel prices relates
     to our  consumption  of fuel and the price we have to pay for it. As prices
     rise,  our  total  fuel  cost  rises.  We do not  feel  that  this  risk is
     significant  due to the fact  that we would  be able to pass a  portion  of
     those increases on to our customers.

                                       24
<page>

     Interest  Rate.  Our  exposure  to market rate risk for changes in interest
     rates relates to our borrowings from banks. Some of our loans have variable
     interest rates.  Accordingly,  as rates rise, our interest cost would rise.
     We do not feel that this risk is significant.

ITEM 4. 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 of America  Corporation  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  of  America  Corporation's
internal  control over  financial  reporting  during Energy  Services of America
Corporation's  second quarter of fiscal year 2009 that has materially  affected,
or is  reasonably  likely to  materially  affect,  Energy  Services  of  America
Corporation's internal control over financial reporting.

                                       25


<page>
                                     PART II

                                OTHER INFORMATION

ITEM 1A. Risk Factors

     Please see the information  disclosed in the "Risk Factors"  section of our
Form 10-K as filed with the Securities  and Exchange  Commission on December 29,
2008, and which is incorporated herein by reference.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     (a) Prior to completing  our public  offering on September 6, 2006, we sold
the following shares of common stock without  registration  under the Securities
Act of 1933, as amended:

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

-----------
(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:

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

     The Company  filed with the  Securities  and  Exchange  Commission  (SEC) a
registration  statement on February 6, 2009 with respect to the common stock and
warrants. As of the date of this report the registration  statement had not been
declared  effective  by the SEC.  On May 6, 2009 the  Company  filed an  amended
registration statement to reflect suggested changes based on the SEC's review of
the documents originally submitted.

     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,

                                       26
<page>
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
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.  On August
15, 2008 the Company  completed the  acquisitions of S.T.  Pipeline ($16 million
cash) and C.J. Hughes  Construction  ($17 million cash) with the remaining funds
in the trust being transferred to the general account of the Company.

     Energy Services of America Corporation did not repurchase any shares of its
common stock during the relevant period.

ITEM 4. Submission of Matters to a vote of Security Holders


     No matters were submitted to the security holders for vote this quarter.


ITEM 6. Exhibits

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


                                       27
<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 OF AMERICA CORPORATION


Date: May 13, 2009                       By: /s/  Marshall T. Reynolds
                                            ---------------------------------
                                            Marshall T. Reynolds
                                            Chairman and Chief Executive Officer
                                             (Principal Executive Officer)



Date: May 13, 2009                       By: /s/ Edsel R. Burns
                                             --------------------------------
                                             Edsel R. Burns
                                             President


Date: May 13,2009                        By: /s/ Larry A. Blount
                                             --------------------------------
                                             Larry A. Blount
                                             Chief Financial Officer




                                       28