UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 22 6, ~~2005~~2006

NESS ENERGY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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, Texas 76087

(Address of principal executive offices, including zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] 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))

~~Section~~Item 5 1.01 ~~Corporate Governance~~Entry ~~and~~into ~~Management~~a Material Definitive Agreement

~~ITEM~~On 5 June 6, 2006, Ness Energy International, Inc.02 ~~Departure~~(“Ness”) received funding pursuant to a Subscription Agreement, executed on May 31, 2006 (“Agreement”), with four (4) institutional accredited investors (the “Investors”). Pursuant to the terms of the ~~Directors~~Agreement, orNess ~~Principal~~issued ~~Officers;~~the ~~Election~~Investors an aggregate amount of ~~Directors;~~$1,022,727 ~~Appointment~~ of principal ~~Principal~~amount ~~Officers~~promissory notes as formalized in Convertible Notes (“Notes”) executed on May 31, 2006. Ness and the Investors also executed, on May 31, 2006, Class A Common Stock Purchase Warrants (“Warrants”).

~~Introduction~~Pursuant to the Warrants between Ness and the Investors, the Investors have three (3) years to purchase a cumulative amount of 6,598,241 shares of Ness common stock at a purchase price of $0.2047. Ness also executed a Warrant with KMR Capital, LLC (“KMR”) in exchange for KMR serving as broker for this transaction. KMR has five (5) years to purchase a cumulative amount of 329,912 shares of Ness common stock at a purchase price of $0.155.

OnNess ~~June 22,~~ received ~~2005~~$900,000 ~~the~~in ~~Board~~exchange offor ~~Directors~~the ofNotes ~~Ness~~and ~~Energy~~Warrants ~~International,~~on ~~Inc.~~June ~~ratified~~6, 2006, ~~certain~~ when the ~~changes~~Agreement, inNotes ~~the~~and ~~management~~Warrants ofwere ~~the~~closed. ~~company~~The ~~relating~~$122,727 todifference between the ~~resignation~~ principal amount of the ~~company's~~Notes ~~Secretary~~ and the ~~appointment~~amount ofreceived aby ~~new~~Ness ~~executive~~reflects the interest ~~officer~~payable on the Notes.

OnThe ~~June~~ Notes 4, and ~~2005,~~Warrants ~~the~~contain ~~President~~a ~~engaged~~maximum ~~Cary~~conversion ~~Hughes~~provision tothat ~~become~~limits ~~the~~each ~~Executive~~of ~~Vice~~the ~~President~~ Investors and ~~Chief~~KMR ~~Operating~~from ~~Officer~~converting ~~for~~more ~~the~~rights ~~company,~~than ~~subject~~those tothat ~~final~~would result ~~agreement~~ in each onbeneficially ~~the~~owning ~~terms~~more ofthan Mr4.99% ~~Hughes'~~of ~~employment~~Ness ~~and~~outstanding ~~Board~~common ~~approval. On June~~stock ~~22, 2005,~~ on the date ~~Board~~of ~~appointed Mr~~conversion. ~~Hughes~~The asInvestors ~~the~~and ~~Executive~~KMR ~~Vice~~may ~~President~~increase ~~and~~such ~~Chief~~percentage up ~~Operating~~ to 9.99% ~~Officer~~only ~~for~~upon, ~~the~~and ~~company~~effective ~~and~~after, ~~approved~~sixty-one ~~his~~(61) ~~employment~~days ~~agreement~~prior ~~with~~written notice ~~the company~~ to Ness.

~~Also~~The ~~earlier~~ Agreement ~~this~~requires ~~month,~~that onNess ~~June~~register ~~15,~~with ~~2005,~~ the ~~company's~~Securities ~~Secretary,~~and ~~Donna Hendrick,~~Exchange ~~advised~~ Commission ~~the~~(“SEC”) ~~company~~all of ~~her~~the ~~desire~~shares toof ~~retire~~common ~~and~~stock ~~resign~~issuable ~~her~~upon ~~position~~conversion ~~as an~~of ~~officer~~ the Notes and ~~employee~~upon exercise of the ~~company~~Warrants. OnIn ~~June~~the ~~22,~~event ~~2005~~that Ness fails to file an initial registration statement with the SEC within thirty (30) days of the first funding, or in the ~~Board~~event ~~accepted~~such ~~Mrs.~~registration statement is not declared ~~Hendrick's~~ effective ~~resignation~~by ~~and~~the ~~appointed,~~SEC ~~Cary~~within ~~Hughes,~~one ~~Executive~~hundred ~~Vice~~twenty ~~President~~(120) days of funding, then ~~and~~ Ness ~~Chief~~ will ~~Operating~~be ~~Officer~~obligated to pay the Investors an amount equal to 1.5% of their total investment for each thirty (30) day period until the ~~company,~~registration asstatement is filed ~~interim~~or ~~Secretary~~declared effective.

~~Cary~~Item ~~Hughes~~ 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~Mr.~~On ~~Hughes~~ June 6, ~~age 36~~2006, ~~has~~Ness ~~over~~and ~~ten~~the ~~years~~Investors ~~experience~~closed inon the ~~areas of retail and wholesale banking focused primarily upon oil and gas financing. He has strong experience managing organizations~~Notes, ~~executing~~as ~~complex~~defined ~~projects~~above, ~~coordinating~~pursuant ~~multi-disciplinary~~ to ~~teams,~~which ~~and~~the ~~utilizing~~Investors ~~analytics~~purchased toan ~~improve~~aggregate ~~overall organizational~~amount ~~performance.~~of ~~From July~~$1, ~~2003~~022,727 heof ~~has~~principal amount ~~been~~promissory ~~the~~notes ~~founder and President~~ of ~~Hughes~~Ness. &At ~~Associates~~closing, aNess ~~Houston~~received ~~based consulting firm focused upon oil & gas management consulting including marketing~~$900,000 ~~financial~~from ~~engineering,~~ the Investors ~~Israeli~~in ~~project~~exchange ~~advice,~~for ~~and~~the ~~general financial management assistance~~Notes. ~~From~~The ~~November,~~Notes ~~2000,~~mature toand ~~June,~~are ~~2003,~~due hein ~~was a Director of Societe~~full ~~Generale’s~~ on ~~Houston~~May 31, ~~Texas~~2007 ~~based~~unless ~~oil~~the &Notes ~~gas~~are ~~practice,~~converted ~~involved~~into inshares ~~overseas and domestic oil and gas commodities finance. He has an International Masters~~ of ~~Business~~ ~~Administration,~~Ness ~~York~~common ~~University, Toronto, Canada, August 1994, Bachelor~~stock of by ~~Arts~~the Investors, ~~Political~~who ~~Science,~~may ~~and~~do ~~Economics,~~so ~~Case~~at ~~Western~~any ~~Reserve University, Cleveland, Ohio, May, 1991~~time.

OnNess ~~June~~ has 4, the ~~2005,~~option ~~Mr.~~of ~~Hughes'~~prepaying ~~entered~~the ~~into~~outstanding anprincipal ~~employment~~amount ~~agreement~~of ~~with~~ the ~~company which superseded~~Notes ~~a prior Consulting Agreement dated May 16~~("Optional Redemption"), ~~2005.~~in ~~Mr.~~whole ~~Hughes' employment~~or ~~agreement~~in ~~provides for duties that include organizational oversight and management~~part, ~~financing~~by ~~advice~~paying ~~and~~the ~~implementation~~Investors 120% of ~~marketing~~the ~~programs as~~principal ~~well~~ amount asto ~~other~~be ~~responsibilities as an officer~~redeemed, ~~and~~together ~~provides~~with ~~for~~accrued abut ~~salary~~unpaid ~~of $11,000~~interest. ~~monthly until November 30, 2005, and performance compensation, which~~Ness’s ~~includes~~ election ~~payments~~to inexercise ~~restricted common stock of~~ the ~~company~~Optional ~~equal~~Redemption tomust ~~one-sixth of~~be ~~gross~~effected ~~dollars~~by ~~in financing,~~ written notice and ~~166,667~~may ~~restricted~~only ~~common~~be ~~shares~~exercised ~~for every increment of 100~~if,~~000~~ ~~cfge/day~~during ~~for~~the ~~every~~five ~~thirty~~(5) ~~consecutive~~previous ~~thirty~~ days, ~~above 550,000~~Ness’s ~~cfge/day as a base. Total~~ common stock ~~cannot,~~closed ~~however,~~at ~~exceed~~less 10than ~~million shares~~$0.155 ~~Cfge~~per ~~stands for cubic feet of gas equivalent~~share.

AtItem ~~this time, Mr~~ 3.02 ~~Hughes~~Unregistered ~~owns~~Sales ~~a total~~ of ~~10,000~~Equity ~~shares in the Registrant~~Securities.

As described above in Item 1.01, on June 6, 2006, Ness sold to the Investors an aggregate amount of $1,022,727 of Notes, in addition to Warrants, in exchange for $900,000. AS more fully discussed above, the Notes may be converted into shares of Ness common stock by the Investors. The issuance of Notes and Warrants to the Investors was made in reliance upon exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended, and Rule ~~9 Exhibits~~506 of Regulation D promulgated thereunder. Under the Agreement, Ness has agreed to register with the SEC 100% of the shares of common stock issuable upon conversion of the Notes and upon exercise of the Warrants. Additionally, Ness paid KMR brokerage commissions of $70,000 in connection with the Agreement, and granted KMR a Warrant, the terms of which are set forth in Item 1.01 above.

~~ITEM~~Item 97.01 Regulation FD ~~Exhibits~~Disclosure.

~~(c)~~ On ~~Exhibits~~ June 9, 2006, Ness issued a press release that is attached hereto as an exhibit. The information furnished herein, including Exhibit 99.1 is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Ness specifically incorporates such information by reference.

~~Exhibit~~Item 9.01 Financial Statements and Exhibits.

~~Number Description~~The Exhibit Index preceding the exhibits is incorporated herein by reference.

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

Dated this 9th day of June 2006.

NESS ENERGY INTERNATIONAL, INC.

~~(Registrant)~~By: _____________________________

~~By:~~JF ~~/s/ Sha Stephens~~ Hoover, ~~President~~Chief Financial Officer

~~Chief Executive Officer~~3

~~Date:~~EXHIBIT ~~6/22/05~~ INDEX

Exhibit No. Description of Exhibit

10.1 Securities Purchase Agreement,

10.2 10% Convertible Debenture,

10.3 Common Stock Purchase Warrant,

99.1 June 9, 2006 Press Release.

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