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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (Dd) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date of~~SECURITIES ~~Report~~ EXCHANGE ~~(Date~~ACT ofOF ~~the earliest event reported): May 18, 2005~~ 1934

Date of Report (Date of earliest event reported): June 22, 2005

NESS ENERGY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Washington (State or other Jurisdiction of Identification Incorporation) 0-10301 (Commission File Number) 91-1067265 (IRS Employer Identification No.)

Washington	000-10301	91-1067265
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4201 East Interstate 20, Willow Park, TXTexas 76087

(Address of principal executive offices), ~~(Zip~~including ~~Code)~~zip code)

Registrant’s telephone number, including area code: 817-341-1477

~~(Registrant's~~Check ~~telephone~~ the appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code)~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Former~~[ ~~name~~ ] Written communications orpursuant ~~former~~to ~~address,~~Rule if425 ~~changed~~under ~~since~~the ~~last~~Securities ~~report~~Act (17 CFR 230.425)

~~Check the~~[ ~~appropriate~~ ] Soliciting material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following provisions~~Exchange Act (~~see~~17 ~~General Instruction A~~CFR 240.~~2. below~~14a-12):

[ ] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~INFORMATION~~Section TO 5 BECorporate Governance ~~INCLUDED~~and ~~IN THE REPORT~~ Management

ITEM 2 5.02 ~~RESULTS~~Departure OFof ~~OPERATIONS~~Directors ~~AND~~or ~~FINANCIAL~~Principal ~~CONDITION~~Officers; Election of Directors; Appointment of Principal Officers

On May 18, 2005, Ness Energy International, Inc. issued a press release reporting its financial results for the quarter ended March 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1. Introduction

~~The~~On ~~information on this Current Report on Form 8-K~~ June 22, ~~including Exhibit 99.1~~2005, ~~shall not~~the beBoard ~~deemed filed for purposes~~ of ~~Section~~Directors 18 of ~~the~~Ness ~~Securities~~Energy ~~Exchange~~International, ~~Act~~Inc. ofratified ~~1934,~~ certain aschanges ~~amended~~in (the ~~"Exchange~~management ~~Act")~~of orthe ~~otherwise~~company ~~subject~~relating to the ~~liability~~ resignation of ~~that~~ the ~~section,~~company's ~~nor~~Secretary ~~shall~~and ~~it be deemed incorporated by reference in any filing under~~ the ~~Securities~~appointment ~~Act~~ of ~~1933,~~a asnew ~~amended,~~executive ~~or the Exchange Act~~officer.

~~ITEM~~On 9 June 4, 2005, the President engaged Cary Hughes to become the Executive Vice President and Chief Operating Officer for the company, subject to final agreement on the terms of Mr.01 ~~FINANCIAL~~Hughes' ~~STATEMENTS~~employment ~~AND~~and ~~EXHIBITS~~Board approval. On June 22, 2005, the Board appointed Mr. Hughes as the Executive Vice President and Chief Operating Officer for the company and approved his employment agreement with the company.

~~(a)~~Also ~~Financial~~ earlier ~~statements~~this month, on June 15, 2005, the company's Secretary, Donna Hendrick, advised the company of her desire to retire and resign her position as an officer and employee of the company. On June 22, 2005, the Board accepted Mrs. Hendrick's resignation and appointed, Cary Hughes, Executive Vice President and Chief Operating Officer of the company, as interim Secretary.

~~None~~Cary Hughes

~~(b)~~Mr. Hughes, ~~Pro~~age 36, has over ten years experience in the areas of retail and ~~forma~~ wholesale banking focused primarily upon oil and gas financing. He has strong experience managing organizations, executing complex projects, coordinating multi-disciplinary teams, and utilizing analytics to improve overall organizational performance. From July, 2003, he has been the founder and President of Hughes & Associates, a Houston based consulting firm focused upon oil & gas management consulting including marketing, financial engineering, ~~information~~Israeli project advice, and general financial management assistance. From November, 2000, to June, 2003, he was a Director of Societe Generale’s Houston, Texas based oil & gas practice, involved in overseas and domestic oil and gas commodities finance. He has an International Masters of Business Administration, York University, Toronto, Canada, August 1994, Bachelor of Arts, Political Science, and Economics, Case Western Reserve University, Cleveland, Ohio, May, 1991.

~~None~~On June 4, 2005, Mr. Hughes' entered into an employment agreement with the company which superseded a prior Consulting Agreement dated May 16, 2005. Mr. Hughes' employment agreement provides for duties that include organizational oversight and management, financing advice and implementation of marketing programs as well as other responsibilities as an officer, and provides for a salary of $11,000 monthly until November 30, 2005, and performance compensation, which includes payments in restricted common stock of the company equal to one-sixth of gross dollars in financing, and 166,667 restricted common shares for every increment of 100,000 cfge/day for every thirty consecutive thirty days, above 550,000 cfge/day as a base. Total stock cannot, however, exceed 10 million shares. Cfge stands for cubic feet of gas equivalent.

At this time, Mr. Hughes owns a total of 10,000 shares in the Registrant.

Section 9 Exhibits

ITEM 9.01 Exhibits

~~99.1 Press Release dated May 18, 2005, reporting financial~~Exhibit ~~results for the quarter ended March 31, 2005.~~

Number Description

10 Employment Agreement between Cary Hughes and Ness Energy International, Inc. dated June 4, 2005

99.1 Form of Press Release issued on June 10, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused ~~his~~this ~~report~~Report to be signed on its behalf by the undersigned, hereunto duly authorized.

~~DATE: MAY 20, 2005~~ NESS ENERGY INTERNATIONAL, INC. ~~BY: /S/ Sha Stephens, SHA STEPHENS, PRESIDENT & CHIEF EXECUTIVE OFFICER~~

(Registrant)

By: /s/ Sha Stephens, President

Chief Executive Officer

Date: 6/22/05

Filing Compare · NESS ENERGY INTERNATIONAL INC /NV/