UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Mark one)

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

For the fiscal year ended: October 31, 2009

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 0-50089

NATIONAL ENERGY SERVICES COMPANY, INC.

(Exact name of small business issuer in its charter)

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

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

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

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

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

Check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    Yes  ¨    No  x

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

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

Check whether the registrant has submitted electronically and posted on its corporate Website, 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  ¨    No  ¨

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

Check whether the registrant is a large accelerated filer , an accelerated filer, a non-accelerated filer, or smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days was $225,476.

The number of shares outstanding of the issuer’s common stock, as of February 12, 2010 was 32,210,846.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company’s financial statements, together with notes and the Report of the Independent Registered Public Accounting Firm, are set forth immediately following Item 15 of this Form 10-K/A. This Section was amended to include the proper opinion of the auditor for the preceding year financial statements.

NATIONAL ENERGY SERVICES COMPANY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms	F2 - F4
Consolidated Balance Sheets at October 31, 2009 and 2008	F5
Consolidated Statements of Operations for the years ended October 31, 2009 and 2008	F6
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended October  31, 2009 and 2008	F7
Consolidated Statements of Cash Flows for the years ended October 31, 2009 and 2008	F8 - F9
Notes to Consolidated Financial Statements	F10 - F23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

National Energy Services Company, Inc.

Egg Harbor Township, New Jersey

We have audited the accompanying consolidated balance sheet of National Energy Services Company, Inc. (the “Company”), as of October 31, 2009 and the related consolidated statement of operations, changes in stockholders’ deficit and cash flows for the year ended October 31, 2009. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of National Energy Services Company, Inc., as of October 31, 2009 and the consolidated results of its operations and cash flows for the year ended October 31, 2009, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the

F2

Company has experienced substantial net losses for the year ended October 31, 2009 that has resulted in substantial accumulated deficits. The Company’s financial position and operating results raise substantial doubt about its ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Friedman LLP

Marlton, New Jersey

February 16, 2010

F3

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.

Certified Public Accountants

406 Lippincott Drive

Suites J

Marlton, New Jersey 08053

(856) 346-2828 Fax (856) 396-0022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

National Energy Services Company, Inc.

Egg Harbor Township, New Jersey

We have audited the accompanying consolidated balance sheet of National Energy Services Company, Inc., as of October 31, 2008, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended October 31, 2008. National Energy Services Company, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of National Energy Services Company, Inc., as of October 31, 2008 and the consolidated results of its operations and its cash flows for the year ended October 31, 2008 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has experienced substantial net losses for the year ended October 31, 2008 that has resulted in substantial accumulated deficits. The Company’s financial position and operating results raise substantial doubt about its ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bagell Josephs, Levine & Company, LLC

Bagell Josephs, Levine & Company, LLC

Marlton, New Jersey

January 18, 2009

F4

NATIONAL ENERGY SERVICES COMPANY, INC.

CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2009 AND 2008

ASSETS
	OCTOBER 31, 2009			OCTOBER 31, 2008
Current Assets:
Cash	$	4,724		$	6,736
Accounts receivable, net		71,954			47,716
Notes receivable		—			59,158
Prepaid expenses and other current assets		28,985			12,983
Total current assets		105,663			126,593
Property and equipment, net		18,155			17,687
TOTAL ASSETS	$	123,818		$	144,280
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Long-term debt - current portion	$	—		$	65,125
Notes payable - other		102,500			59,158
Notes payable - Related parties		1,339,558			1,115,617
Settlement liability		437,020			—
Accounts payable and accrued expenses		381,517			513,059
TOTAL LIABILITIES		2,260,595			1,752,959
STOCKHOLDERS’ DEFICIT
Preferred stock, Series A, $.001 Par Value, 500,000 shares authorized, 0 shares and 0 shares issued and outstanding at October 31, 2009 and October 31, 2008		—			—
Common Stock, $.001 Par Value; 150,000,000 shares authorized; 32,210,846 and 29,835,601 issued and outstanding October 31, 2009 and October 31, 2008		32,211			29,835
Additional Paid-in-Capital		3,247,338			3,186,703
Accumulated deficit		(5,416,326	)		(4,825,217	)
Total Stockholders’ Deficit		(2,136,777	)		(1,608,679	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	123,818		$	144,280

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

F5

NATIONAL ENERGY SERVICES COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

	OCTOBER 31, 2009			OCTOBER 31, 2008
OPERATING REVENUES
Equipment sales	$	698,773		$	1,450,947
Management revenue		12,693			23,403
Energy management revenue		33,400			59,150
Total Operating Revenues		744,866			1,533,500
COST OF SALES		402,079			781,668
GROSS PROFIT		342,787			751,832
OPERATING EXPENSES
Selling expenses		98,899			333,019
General and administrative expenses		799,806			1,104,057
Depreciation and amortization		10,592			9,363
Total Operating Expenses		909,297			1,446,439
LOSS FROM OPERATIONS		(566,510	)		(694,607	)
Interest income		—			2,639
Interest expense		(24,599	)		(21,348	)
NET LOSS	$	(591,109	)	$	(713,316	)
LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.02	)	$	(0.02	)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		30,866,348			29,746,536

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

F6

NATIONAL ENERGY SERVICES COMPANY, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

						Additional
	Preferred Stock		Common Stock			Paid-in		Prepaid			Accumulated
Description	Shares	Amount	Shares	Amount		Capital		Consulting			Deficit			Total
Balance October 31, 2007	—	—	29,424,698	$	29,424	$	3,123,264	$	(150,000	)	$	(4,111,901	)	$	(1,109,213	)
Issuance of common stock for services	—	—	121,618		122		19,478		—						19,600
Issuance of common stock for compensation	—	—	150,000		150		24,600		—						24,750
Amortization of prepaid consulting fees	—	—	—		—		—		150,000						150,000
Issuance of stock for repayment of debt	—	—	139,285		139		19,361		—						19,500
Net loss for the year ended October 31, 2008	—	—	—		—		—		—			(713,316	)		(713,316	)
Balance October 31, 2008	—	—	29,835,601	$	29,835	$	3,186,703	$	—		$	(4,825,217	)	$	(1,608,679	)
Issuance of common stock for services	—	—	525,245		526		34,985		—			—			35,511
Stock issued for subscription agreement	—	—	1,850,000		1,850		25,650		—			—			27,500
Net loss for year Ended October 31, 2009	—	—	—		—		—		—			(591,109	)		(591,109	)
Balance October 31, 2009	—	—	32,210,846	$	32,211	$	3,247,338	$	—		$	(5,416,326	)	$	(2,136,777	)

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

F7

NATIONAL ENERGY SERVICES COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

	October 31, 2009			October 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(591,109	)	$	(713,316	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		10,592			9,363
Common stock issued for services		35,511			19,600
Common stock issued for compensation		—			24,750
Amortization of prepaid consulting fees		—			150,000
Changes in assets and liabilities
(Increase) Decrease in accounts receivable		(24,238	)		218,021
(Increase) Decrease in prepaid expenses and other current assets		(16,002	)		5,380
Increase in accounts payable and accrued expenses		242,731			18,915
(Decrease) in deferred revenues		—			(82,370	)
Net cash used in operating activities		(342,515	)		(349,657	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(11,060	)		—
Net cash provided by investing activities		(11,060	)		—
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments on note payable - bank		(2,378	)		(28,571	)
Principal payments on long - term debt		—			(58,412	)
Proceeds from notes receivable - other		59,158			153,525
Repayments of notes payable - other		(59,158	)		(153,525	)
Proceeds from notes payable - related party		223,941			160,809
Proceeds from note payable - other		102,500			—
Issuance of common stock		27,500			—
Net cash provided by financing activities		351,563			73,826
NET (DECREASE) IN CASH		(2,012	)		(275,831	)
CASH - BEGINNING OF YEAR		6,736			282,567
CASH - END OF YEAR	$	4,724		$	6,736

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

F8

NATIONAL ENERGY SERVICES COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

	October 31, 2009		October 31, 2008
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	18,367	$	15,912
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Common stock issued for services	$	35,511	$	19,600
Common stock issued for compensation	$	—	$	24,750
Common stock issued for repayment of debt	$	—	$	19,500

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

F9

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

NOTE 1 - NATURE OF BUSINESS

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

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

In February of 2007, the Company began to offer an additional service. It provides telecommunications services to further assist in reducing its clients’ operating expenses. The Company is not affiliated with any one-service provider and is able to quote from various sources. This allows the Company to obtain the best solution for improving service quality for its customer.

The Company entered into a agreement to purchase an alternative energy construction management contract on January 21, 2010 as filed on Form 8-K on January 26, 2010. agreement required the officers and directors to resign except John O’Neill remained as a director and a new CEO, Secretary and director were seated. The CEO, Dr. John G Kalogeris is in search of additional directors and officers and business expansion opportunities. A complete business plan and the determination of existing products and programs to be continued will be completed by the end of February 2010. Many of the current product offerings are feasible and usable in the construction management business as all are energy efficient and therefore “green” as mandated in the construction management offerings. A change of voting control will take place on March 1, 2010 when all agreement and escrow terms have been completed.

F10

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Use of Estimates

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

Going Concern

As shown in the accompanying consolidated financial statements, the Company incurred substantial net losses for the years ended October 31, 2009 and 2008 and has sustained large accumulated deficits as well as negative cash flows from operations that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s future success is dependent upon its ability to achieve profitable operations and management states that they are confident that they can improve operations and raise the appropriate funds needed through the advancements in energy conservation over the past year. There is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support those operations

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

Revenue Recognition

The Company receives revenues according to agreements with its customers. Revenue is recognized when products are shipped or services are rendered, evidence of a contract exists, the price is fixed or reasonably determinable, and collectability is reasonably assured.

F11

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

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

Income Taxes

The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Loss Per Share of Common Stock

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

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

	October 31, 2009			October 31, 2008
Net Loss	($	591,109	)	($	713,316	)
Weighted-average common shares outstanding (Basic)		30,866,348			29,746,536
Weighted-average common stock equivalents:		—			—
Weighted-average common shares outstanding (Diluted)		30,866,348			29,746,536

F12

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock options and warrants

Options and warrants outstanding to purchase stock were not included in the computation of diluted EPS in 2009 and 2008 because inclusion would have been anti-dilutive. There were 1,000,000 options and warrants available at October 31, 2009 and 2008.

Fair Value of Financial Instruments

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

Advertising

Costs of advertising and marketing are expensed as incurred. Advertising and marketing costs were $1,667 and $15,371 for the years ended October 31, 2009 and 2008, respectively.

F13

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

Reclassification

Certain reclassifications were made to the October 31, 2008 consolidated financial statements to conform with the 2009 presentation. These had no effect on net loss or cash flow for the year ended October 31, 2008.

Subsequent Events

The Company evaluates Subsequent Events through the time of the filing of the Form 10-K on February 16, 2010. The Company is not aware of any other significant events that would have a material impact on our consolidated financial statements. See Note- 12 below.

Recent Accounting Pronouncements

On May 28, 2009, FASB issued ASC 855, “Subsequent Events.” The objective of this statement is to establish general standards of accounting for disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC 855 is not expected to have a material impact on the financial reporting of the Company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification (“ASC”) 105 (formerly Statement of Financial Accounting Standards No. 168), ASC 105 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. ASC 105 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is the relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. ASC 105 will be effective for financial statements issued for reporting periods that end after September 15, 2009. All future references to authoritative accounting literature in our financial statements issued for reporting periods that end after September 15, 2009 will be referenced in accordance with ASC105.

F14

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

NOTE 3 - PROPERTY AND EQUIPMENT

Property and Equipment consist of the following at October 31, 2009 and 2008:

	2009			2008
Office equipment	$	67,982		$	56,922
Furniture and fixtures		2,107			2,107
Leasehold improvements		2,900			2,900
		72,989			61,929
Accumulated Depreciation		(54,834	)		(44,242	)
Total	$	18,155		$	17,687

Depreciation expense was $10,592 and $9,363 for the years ended October 31, 2009 and 2008.

NOTE 4 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted ASC 820 which defines fair value measurement guidelines and the Company believes its application provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

NOTE 4 - FAIR VALUE MEASUREMENTS (continued)

Level 1 Inputs- Quoted prices for identical instruments in active markets. Level 2 Inputs- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 Inputs- Instruments with primarily unobservable value drivers.

The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2009.

F15

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008

Assets	Level 1		Level 2		Level 3
Notes Receivable	$	0	$	0	$	0
Total Assets	$	0	$	0	$	0
Liabilities
Notes Payable	$	0	$	102,500	$	0
Notes Payable Related Parties		0		1,339,558		0
Long Term Debt		0		0		0
Total Liabilities	$	0	$	1,442,058	$	0

F16

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

NOTE 5 - DEBT

The Company had a $200,000 note, which carried an interest rate of the issuing bank’s prime rate plus 1% (6.00% at October 31, 2008). The loan was originally a line of credit when acquired in February 2004, and converted into a 4-year loan. As of October 31, 2008 the balance was $2,377 which was classified as current. The loan was secured by substantially all corporate assets and a shareholder/officer guarantee. The loan was repaid in 2009.

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

Effective March 1, 2005, the Company entered into an agreement with PPL in which the Company assigned the client notes to PPL, and PPL released the Company from liability under its notes to PPL. That transaction reduced the Company’s assets by $3,062,257, the amount of the notes assigned to PPL, and reduced the Company’s liabilities by the same amount, representing the Company’s obligation on the note released by PPL. At the same time, however, the Company contracted to pay $1,400 per month toward a reserve for any bad debts among the notes it assigned to PPL. The Company has recorded the present value of that obligation on its balance sheet as a debt.

Additionally, the Company has also contracted to fund a contingent liability to reimburse PPL for bad debts of certain customers should the customer file for protection in bankruptcy. The agreement was consummated in June 2005, and the Company became obligated to fund $140,709 over a ten (10) year period. This obligation carries an imputed interest rate of 6%.

During its 2004 fiscal year, the Company entered into a settlement agreement with PPL with respect to certain aged obligations from the Company to PPL. The payables were consolidated into a three-year promissory note in the amount of $314,047 bearing interest at 18% per annum. Effective March 1, 2005, this note was renegotiated to lower the interest rate to 8%. The balance due on the note at March 1, 2005 was $219,473 payable over seven years.

F17

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

On August 4, 2009 PPL Spectrum Inc. commenced a legal action against the Company entitled “PPL Spectrum, Inc. and PPL Energy Services Holdings, LLC. v. National Energy Services Company, Inc.” the action in Common pleas Court in the County of Lehigh, State of Pennsylvania (Civil Action No. 2009-C-4006).

NOTE 5 - DEBT (continued)

The complaint alleges that National Energy Services has failed to make payments due to PPL Spectrum, and demands damages in the amount of $435,745. National Energy Services, Inc. received a judgment in favor of PPL Spectrum on October 14, 2009. The Company accrued $1,275 interest from October 14, 2009 to October 31, 2009 in accordance with the terms of the judgment, bringing the liability to $437,020,

NOTE 6 - RELATED PARTY TRANSACTIONS

Notes Payable

Charter Management, LLC has funded the operations of the Company. Charter is related to the Company through common ownership. The balance of the payable to Charter is $1,339,558 and $1,115,617 as of October 31, 2009 and 2008, respectively.

In addition, Charter Management, LLC has provided financing for the Company’s various customers. The Company records the various receivables from the customers and a corresponding payable to the related party and acted as an agent for collection and payment for/to the related party. Initially, the Company had consulted FIN 45 for clarification as to the proper recording and inclusion of these amounts in the financial statements. However, the Company had signed separate financing agreements with the related party, thereby negating the exception for exclusion of the amounts. These notes receivable/payable range from between 4 and 5 years with an interest rate between 8% and 9%. The outstanding balance at October 31, 2009 and 2008 is $0 and $59,158.

NOTE 7 - STOCKHOLDERS’ DEFICIT

During the year ending October 31, 2009, the following transactions occurred:

On January 9, 2009 the Company issued 425,245 shares, with a fair market value of $30,511 to an investor relation agent for services performed.

F18

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

On February 18, 2009, the Company issued 100,000 shares, with a fair market value of $5,000 paid for services.

On March 11, 2009, the Company issued 350,000 shares for $17,500 in cash in four separate subscription agreements.

On July 29, 2009, the Company issued 1,500,000 shares for $10,000 in cash in a subscription agreement.

NOTE 7 - STOCKHOLDERS’ (DEFICIT) (cont.)

During the year ending October 31, 2008, the following transactions occurred:

On November 2, 2007 and January 17, 2008 the Company issued 75,000 and 75,000 shares, with a market value of $.19 and $.14 respectively per share, to an employee as part of an employment agreement. The total fair market value is $24,750.

On January 17, 2008, the Company issued 15,000 shares, with a fair market value of $2,100, to an investor relation agent for services to be performed over one year.

On January 17, 2008, the Company issued 139,285 shares of common stock, with a fair market value of $.14 per share to repay the related part debt of $19,500.

On February 4, 2008 the Company issued 44,118 shares, with a fair market value of $7,500, to an investor relation agent for services performed in January 2008.

On April 10, 2008 the Company issued 62,500 shares, with a fair market value of $10,000, to an investor relation agent for services performed in February 2008.

NOTE 8 - COMMITMENTS

Leases - Office

The Company currently leases its New Jersey office space on a month to month lease. Payments under this lease were $24,000 and $23,342 for the years ended October 31, 2009 and 2008, respectively.

F19

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

The Company also has various lease agreements for certain office equipment, expiring in 2012. Payments under these leases were $4,110 and $7,948 for the years ended October 31, 2009 and 2008, respectively.

The Company is leasing an upgrade to its sales management software. The lease was signed on July 22, 2007 and expires in 2012. Payments under this lease were $5,125 and $4,851 for the years ended October 31, 2009 and 2008, respectively.

Future lease commitments at October 31, 2009:

2010	$	20,263
2011		8,263
2012		5,807
Total lease costs	$	34,333

F20

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

NOTE 9 - PROVISION FOR INCOME TAXES

The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

NOTE 10 - LEGAL

On August 4, 2009 PPL Spectrum Inc. commenced a legal action against the Company entitled “PPL Spectrum, Inc. and PPL Energy Services Holdings, LLC. v. National Energy Services Company, Inc., a New Jersey corporation” the action in Common Pleas Court in the County of Lehigh, State of Pennsylvania (Civil Action No. 2009-C-4006. The complaint alleges that National Energy Services has failed to make payments due to PPL Spectrum, and demands damages in the amount of $435,745. National Energy Services, Inc. received a judgment in favor of PPL Spectrum on October 14, 2009. The Company has accrued interest in the amount of $1,275 from October 14 through October 31, 2009 bringing the reported balance to $437,020.

On December 17, 2009, Nutek International, Inc. filed for an injunction to enjoin an employee of National Energy Services Company, Inc., a New Jersey corporation from continuing the services of the employee. The Company believes that the suit has no merit as the employee resigned from the subsidiary December 22, 2009.

NOTE 11 - MAJOR CUSTOMERS AND SUPPLIERS

Major Customers

In the year ended October 31, 2009 we had a customer who provided $150,000 or 20% of our sales and one customer who provided $81,717 or 11% of our sales.

Major Suppliers

During the year ended October 31, 2009 one supplier accounted for 18% of purchases.

F21

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

NOTE 12 - SUBSEQUENT EVENTS

On January 21, 2010 the Company acquired a contract to manage the construction of solar/thermal site in California as evidenced by a Form 8K filed with the Securities and Exchange Commission on January 29, 2010. The acquisition agreement required the current management to transfer to the seller 13,000,000 of the common shares they held and the Company to provide a 10,000 shares Series B Convertible Preferred Stock with a value of $400,000 and a voting preference as if it held 50.1% of the outstanding votes of the Company.

The agreement also required the resignation of all current officers and directors and the placement of a new director and officer to operate the Company.

Further requirements cause the shares for the transaction to be placed in escrow until all sales tax debts are paid or have been negotiated for payment and the payment of certain debts to prior management and a counsel to the Company have been paid on or before March 1, 2010. When these requirements are met the Company will have a reduction in the notes payable - related parties to $400,000 that is expected to result in a reduction of debt of approximately $940,000 that will be reported in the first quarter of fiscal year 2010.

The sales operations related to ozone laundry of our New Jersey subsidiary ceased in January 2010. Management has not determined which of the businesses that have operated in this subsidiary might be continued.

The new business model is being developed that will incorporate various opportunities to participate in “green” building projects, alternative energy production and related equipment sales.

F22

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

OCTOBER 31, 2009 AND 2008

Pro-forma information for the operations discontinued in 2010 were as follows for the years ended October 31,

	2009			2008
Operating Revenues	$	276,217		$	756,272
Cost of Sales		211,639			451,128
Operating Expenses		119,346			372,827
Net Loss		(54,768	)		(67,683	)

F23

SIGNATURES

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

National Energy Services Company, Inc.
By:	/s/ Owen Dukes
	Owen Dukes, Chief Executive Officer

In accordance with the Exchange Act, this Report has been signed below on September 8, 2010 by the following persons, on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Owen Dukes

Owen Dukes, Director,

Chief Executive Officer,

/s/ Owen Dukes

Owen Dukes, Director,

Chief Financial Officer,

F24