SecProbe.io

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                            ROBERT BRANTL, ESQ
                              322 4th Street
                           Brooklyn, NY   11215
                               718-768-6045

                                                  November 15, 2005

Via EDGAR
Jorge L. Bonilla
Senior Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

      Re: National Energy Services Company, Inc.
             File No. 0-50089
             Form 10-KSB for the year ended October 31, 2004
             Forms 10-QSB for the quarters ended January 31, 2005, April 30,
              2005 and July 31, 2005
             Response letter dated May 26, 2005
             ----------------------------------

Dear Mr. Bonilla:

     I am writing in response to your letter to John A. Grillo dated October
5, 2005.  The Staff's comments that were set forth in your letter are repeated
below in bold italics.

Form 10-KSB
-----------
Financial Statements
--------------------
Note 2.  Summary of Significant Accounting Principles
-----------------------------------------------------
Revenue Recognition, page F-9
-----------------------------

     1.  WE HAVE READ AND CONSIDERED YOUR RESPONSE TO OUR PRIOR COMMENT 18.
PLEASE REVISE THE FOURTH PARAGRAPH ON PAGE F-12 TO DISCLOSE THE
DATE, AND THE EFFECT ON YOUR FINANCIAL STATEMENTS, OF YOUR ADOPTION
OF EITF 00-21.

     1.  As requested, National Energy will revise the fourth paragraph on
page F-12 to recite the following:

Jorge Bonilla
November 15, 2005
Page 2

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

     2.  IN YOUR RESPONSE TO COMMENT 19, YOU INDICATE THAT YOU VALUE EACH
ELEMENT OF THE REVENUE GENERATING AGREEMENT IN ACCORDANCE WITH CON 6.
PLEASE EXPLAIN TO US IN SUFFICIENT DETAIL HOW YOU DETERMINE THE
VALUE OF EACH OF THOSE ELEMENTS AND HOW YOU CONSIDER THE PROVISIONS
OF EITF 00-21 FOR EACH OF THESE DELIVERABLES.

     2.  In accordance with paragraph 9 of EITF 00-21, National Energy
considers the equipment sale and the management services agreement to each be
a separate unit of accounting because (a) the equipment has standalone value
to the customer (determined by the fact that the equipment is available
separately from other vendors), (b) there is objective and reliable evidence
of the fair value of the management services, and (c) if the customer chose to
return the equipment, the management services would still be considered
probable and substantially in the control of the vendor.  In accordance with
paragraph 16 of EITF 00-21, National Energy determines the fair value of the
equipment installation deliverable by reference to the price charged for the
equipment installation when sold separately from the energy services.
National Energy determines the fair value of the management services by

Jorge Bonilla
November 15, 2005
Page 3

reference to the fees charged for such management services sold separately, as
well as by the residual method (i.e. total cost of the Gatekeeper Program less
fair value of the equipment installation).

     3.  WE HAVE READ AND CONSIDERED YOUR RESPONSE TO OUR PRIOR COMMENT 23.
AS PREVIOUSLY REQUESTED, FOR EACH TYPE OF REVENUES THAT YOU RECOGNIZE PLEASE
TELL US HOW YOU APPLIED EACH INDICATOR OF GROSS AND NET REPORTING OF EITF
99-19 AND HOW YOU DETERMINED THAT YOU WERE NOT AN AGENT OF THE SUPPLIER BASED
ON THE GUIDANCE OF THIS STANDARD.  YOUR RESPONSE SHOULD ADDRESS BUT NEED NOT
BE LIMITED TO THE FOLLOWING:

     -  THE SERVICES AND MATERIAL PROVIDED BY YOUR SUBCONTRACTORS TO THE
        FACILITIES.
     -  THE SERVICES AND MATERIAL PROVIDED BY YOUR STRATEGIC ALLIANCE
        PARTNERS TO THE FACILITIES.
     -  THE SERVICES PROVIDED BY ENERGY SUPPLIERS AND TRANSPORTERS TO THE
        FACILITY.

     3.  National Energy applies the indicators prescribed in EITF 99-19 to
determine whether revenue should be reported on a gross or net basis thus:

     Equipment Sales - PP&L Spectrum
     -------------------------------

     In connection with the sales made under this arrangement, National
Energy was the primary obligor and had the credit risk.  However, the amount
that National Energy earned was fixed, National Energy had no discretion in
supplier selection, and National Energy had no physical loss inventory risk.
Accordingly, National Energy reported this revenue on a net basis as a
component of "management revenues."

Jorge Bonilla
November 15, 2005
Page 4

     Equipment Sales - Other
     -----------------------

     In connection with all other equipment sales, National Energy utilizes
a variety of subcontractors and suppliers to fulfill its contracts.  However,
National Energy:

     -  is the primary obligor;
     -  has latitude in establishing price;
     -  is responsible for the installation;
     -  has discretion in supplier and subcontractor selection;
     -  is involved in determining product specifications;
     -  has physical inventory loss risk prior to delivery; and
     -  has the credit risk.

     Accordingly, National Energy reports revenue from equipment sales on a
gross basis.

     Management Revenue and Energy Management Revenue
     ------------------------------------------------
     Both of these categories of revenue represent fees invoiced by National
Energy for services provided directly by National Energy.  Accordingly, the
gross vs. net issue is not present.

     Energy Sales
     ------------

     Revenue from energy sales is reported on a gross basis, by reason of
the fact that National Energy:

     -  is the primary obligor;
     -  has latitude in establishing price;
     -  has discretion in supplier selection;
     -  has physical inventory loss risk prior to delivery; and
     -  has the credit risk.

Jorge Bonilla
November 15, 2005
Page 5

     4.  PLEASE EXPLAIN TO US YOUR BASIS FOR YOUR ASSERTION THAT THE EITF
HAS NOT REACHED A CONSENSUS RELATING TO EITF 99-19.

     4.  National Energy's response to prior Comment 23 was erroneous to the
extent that it stated that the Emerging Issues Task Force has not reached a
consensus with respect to the issues addressed in EITF 99-19.

Provision for Bad Debt, page F-16
---------------------------------

     5.  PLEASE EXPLAIN TO US YOUR BASIS FOR USING SOP 01-6 AND REPORTING
YOUR RECEIVABLES AT FAIR VALUE.

     5.  The disclosure in the second paragraph on page F-16 is inaccurate.
National Energy will replace the second paragraph on page F-16 with
following:

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

Note 4 Notes Receivable - Other, page F-17; Note 8 Long-Term Debt, page F-19
----------------------------------------------------------------------------

     6. WE HAVE READ AND CONSIDERED YOUR RESPONSE TO OUR PRIOR COMMENT 31
RELATING TO YOUR ACCOUNTING FOR THE FINANCING PROVIDED BY PP&L OR
CHARTER (THE "LENDERS") FOR THE FACILITIES' PROJECTS.  PLEASE ADDRESS
IN SUFFICIENT DETAIL THE FOLLOWING ADDITIONAL COMMENTS:

     -  EXPLAIN TO US HOW THE NOTES RECEIVABLE AND NOTES PAYABLE THAT YOU
        RECORD WITH RESPECT TO EACH OF THESE FINANCING ARRANGEMENTS MEET
        EACH OF THE RECOGNITION CRITERIA OF CON 5.
     -  TELL US IF THE FACILITIES SIGN A NOTE PAYABLE TO YOU ALONE, TO THE
        LENDERS ALONE, OR TO BOTH YOU AND THE LENDERS; OR IF THE LOAN
        AGREEMENT IS ONLY BETWEEN YOU AND THE LENDERS.
     -  EXPLAIN YOUR BASIS FOR RECORDING THESE NOTES RECEIVABLE AND NOTES

Jorge Bonilla
November 15, 2005
Page 6

        PAYABLE ON A GROSS BASIS.
     -  TELL US THE SPECIFIC POINT IN TIME THAT YOU RECORD THESE NOTES
        RECEIVABLE AND NOTES PAYABLE.
     -  SHOW US THE ACCOUNTING ENTRIES THAT YOU RECORD FOR THESE
        TRANSACTIONS.
     -  CLARIFY IS YOU RECOGNIZE ANY INTEREST INCOME ON THE NOTES
        RECEIVABLE AND INTEREST EXPENSE ON THE NOTES PAYABLE RELATING TO
        THESE AGREEMENTS AND IF SO, DISCLOSE HOW YOU REPORTED THEM IN THE
        FINANCIAL STATEMENTS, AND REFER US TO THE GAAP LITERATURE THAT
        SUPPORTS THIS ACCOUNTING TREATMENT.
     -  PROVIDE US A COPY OF A TYPICAL LOAN AGREEMENT AND REFERENCE US TO
        THE SPECIFIC TERMS OF THAT AGREEMENT THAT YOU ARE RELYING UPON AS
        YOUR BASIS FOR YOUR ACCOUNTING TREATMENT FOR THESE TRANSACTIONS.

     6. The "Lenders" - PP&L Spectrum previously and Charter Management,
LLC currently - have made payments to National Energy of amounts invoiced by
National Energy to certain Facilities.  In connection with each such
arrangement, National Energy has obtained a written payment commitment from
the Facility that it identifies as a note receivable and made a written
payment commitment to the Lender that it identifies as a note payable.
(Collectively, the receivable and payables are identified as the "Notes").
The terms of the Notes are identical, except that National Energy has at times
assessed a management fee equal to 1% of principal.

     In response to your comment:

     -  The Notes meet the recognition criteria specified in paragraph 63 of
        CON 5 in that (a) the Notes meet the definition of financial statement
        elements - i.e. notes receivable and notes payable; (b) each note
        receivable and each note payable can be measured with sufficient
        reliability; (c) the Notes are of sufficient magnitude to have relevance
        to a reader of the financial statements; and (d) the recorded amounts
        can be relied upon for accuracy.

     -  Each Facility that participated in one of these financing arrangements
        made a payment commitment to both National Energy and to the Lender.
        However, by agreement between National Energy and the Lender, National

Jorge Bonilla
November 15, 2005
Page 7

        Energy issued the monthly payment voucher, receives all payments from
        the Facilities, and has a payment obligation to the Lender that is
        independent of the payment received from the Facility.

     -  The Notes have been recorded on a gross basis because National
        Energy's obligation with respect to a note payable to a Lender is not
        contingent on the Facility's satisfaction of the corresponding note
        receivable.  Accordingly, reporting the Notes on a net basis would
        mislead investors as to the aggregate liabilities borne by National
        Energy.

     -  Each Note Receivable is recorded when the Facility signs the financing
        agreement and the purchased equipment has been installed in the
        Facility.  Each Note Payable is recorded when funding is received.
        (NOTE:  The statement of revenue recognition policy in the notes to
        National Energy's financial statements is contradicted by the
        statement of policy set forth in this paragraph.  The statement of
        revenue recognition policy will be corrected in the notes to the
        financial statements.)

     -  As supplemental material we are delivering to you by courier two
        documents showing the accounting entries that National Energy records
        for these transactions:  (1) a page titled "National Energy Services
        Company, Inc., The Elms Retirement Village," which shows the
        accounting for a single monthly payment, and (2) a document titled
        "Mortgage and Loan Analysis" showing the amortization of the note
        payable by National Energy in connection with the Elms Retirement
        Village financing.

     -  The interest receivable with respect to the note receivable and the
        interest payable with respect to the note payable are identical.  So
        National Energy nets the two items to zero.  The 1% management fee is
        reported in "Management Revenue."  This accounting treatment of
        interest is in accordance with EITF 99-19.

     -  As supplemental material we are delivering to you by courier the
        following documents:

Jorge Bonilla
November 15, 2005
Page 8

        a. Master Agreement between National Energy and PP&L Spectrum.  The
           Agreement recites at Sec. 3(e) that PP&L will provide funds to
           NESC, which NESC will provide to the Facilities.  The Agreement
           further recites at Sec. 4(b) that a fixed monthly payment of
           principal and interest will be due from National Energy to PP&L.

        b. Form of Gatekeeper Note Agreement between National Energy and PP&L
           Spectrum.  The note in its entirety recites and unconditional
           payment obligation from National Energy to PP&L.  Sec. 3 in
           particular recites the payment obligation, and the second page
           contains a confession of judgment in the event of default.

        c. Form of Contract for Energy Services among National Energy, PP&L
           Spectrum and a sample customer.  The Contract recites at Sec. 6(c)
           that the customer will make monthly payments to "NESC/PP&L" that
           will "include(s) the cost of any and all energy upgrades performed
           pursuant to this Agreement..."  By unwritten agreement between
           National Energy and PP&L, all such payments were invoiced and
           received by National Energy - PP&L was identified in the Contract
           as a creditor only so that it could intervene if National Energy
           defaulted in its obligations to PP&L. Sec. 8(a) of the Contract
           provides that the Facility can terminate the Contract at any time
           by paying the Termination Value, and a schedule of Termination
           Values is attached as Exhibit B.  The Termination Values represent
           an amortization schedule for the financing of the capital improve-
           ments.  The effect, then, was that the financed amount was repaid
           by the Facility through a fixed mark-up to its monthly services
           bill, the mark-up being equal to the monthly reduction in
           "Termination Values," which represented an amortization of the
           financed amount.

        d. Master Agreement between National Energy and Charter Management,
           LLC.  The Agreement recites at Sec. 2(e) that Charter will
           provide funds to NESC, which NESC will provide to the

Jorge Bonilla
November 15, 2005
Page 9

            Facilities.  The Agreement further recites at Sec. 3(a) that
            National Energy "will be entitled to any profit from the Projects."
            Finally, the Agreement recites at Sec. 3(b) that a fixed monthly
            payment of principal and interest will be due from National Energy
            to PP&L.

        e.  Form of Loan Agreement among Charter Management, LLC and National
            Energy.   The Agreement recites at Sec. 2(A) that Charter will
            make advances to National Energy to finance a customer proj