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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2010~~2011

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

For the transition period from to

Commission File No. 0-50089

~~NATIONAL~~NX ~~ENERGY SERVICES COMPANY~~GLOBAL, INC.

(Name of ~~Small~~Registrant ~~Business Issuer~~ in its Charter)

Nevada

52-2082372

(State or Other Jurisdiction of

incorporation or organization)

(I.R.S. Employer

I.D. No.)

16238 F-108 Ranch Road, Austin, TX 78717

(Address of Principal Executive Offices)

Issuer’s Telephone Number: (~~410~~877) ~~309~~249-~~2771~~9089

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨

Indicate by check mark 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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

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

As of ~~September~~March 1521, ~~2010~~2011 there were ~~322~~264,~~910~~916,~~846~~386 shares of the Registrant’s Common stock, $0.001 par value per share, outstanding.

~~NATIONAL~~NX ~~ENERGY SERVICES COMPANY~~GLOBAL, INC.

FORM 10-Q QUARTERLY REPORT

~~July~~January 31, ~~2010~~2011

TABLE OF CONTENTS

PART 1 - FINANCIAL INFORMATION		1	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16	13
Item 4T.	Controls and Procedures	16
Item 4.	Controls and Procedures		13
PART II - OTHER INFORMATION		16	14
Item 1.	Legal Proceedings	16	14
Item 1A.	Risk Factors	16	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16	14
Item 3.	Defaults Upon Senior Securities	17	14
Item 4.	(Removed and Reserved)	17	14
Item 5.	Other Information	17	14
Item 6.	Exhibits	17	14
SIGNATURES		18

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENT AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

~~NATIONAL~~NX ~~ENERGY SERVICES COMPANY~~GLOBAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31, 2010			OCTOBER 31, 2009
	(Unaudited)
ASSETS
Current Assets:
Cash	$	64		$	4,724
Accounts receivable		23,045			71,954
Prepaid expenses and other current assets		279			28,985
Total current assets		23,388			105,663
Property and equipment, net		—			18,155
Intangible assets		807,500			—
TOTAL ASSETS	$	830,888		$	123,818
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Notes payable - other	$	133,114		$	102,500
Notes payable - related parties		138,346			1,339,558
Derivative liabilities		838,230			—
Settlement liability		—			437,020
Accounts payable and accrued expenses		266,536			381,517
Total current liabilities		1,376,226			2,260,595
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred stock, Series A, $.001 par value, 500,000 shares authorized, 0 shares issued and outstanding at July 31, 2010 and October 31, 2009		—			—
Preferred stock, Series B, $.001 par value, 10,000 shares authorized, 10,000 shares and 0 shares issued and outstanding at July 31, 2010 and October 31, 2009		10			—
Common stock, $.001 par value; 150,000,000 shares authorized; 57,110,846 and 32,210,846 shares issued and outstanding at July 31, 2010 and October 31, 2009		57,111			32,211
Additional paid-in capital		4,937,996			3,247,338
Accumulated deficit		(5,540,455	)		(5,416,326	)
Total Stockholders’ Deficit		(545,338	)		(2,136,777	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	830,888		$	123,818

(UNAUDITED)

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


	January 31, 2011			October 31, 2010
ASSETS

Current Assets:

Cash	$	6,447		$	242
Accounts receivable		11,723			15,575
Prepaid expenses and other current assets		65,062			72,856
Prepaid commitment fees		61,108			—


Total current assets		144,340			88,673
Investments		1,000,000			1,000,000


TOTAL ASSETS	$	1,144,340		$	1,088,673


LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)

LIABILITIES
Current Liabilities:
Notes payable - other	$	116,748		$	179,283
Note payable - related party		400,000			276,692
Derivative liability		102,525			717,043
Accounts payable and accrued expenses		374,742			277,592


TOTAL CURRENT LIABILITIES		994,015			1,450,610


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, Series A, $.001 par value, 500,000 shares authorized, 0 shares issued and outstanding at January 31, 2011 and October 31, 2010		—			—
Preferred stock, Series B, $.001 par value, 10,000 shares authorized, 10,000 shares issued and outstanding at January 31, 2011 and October 31, 2010		10			10
Common stock, $.001 par value; 950,000,000 shares authorized; 277,416,386 and 186,352,401 shares issued and outstanding at January 31, 2011 and October 31, 2010		277,416			186,352
Additional paid-in capital		6,175,804			6,076,660
Accumulated deficit		(6,302,905	)		(6,624,959	)


Total Stockholders’ Equity (Deficit)		150,325			(361,937	)


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,144,340		$	1,088,673

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

~~NATIONAL~~NX ~~ENERGY SERVICES COMPANY~~GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended July 31,						Nine Months Ended July 31,
	Three Months Ended January 31,
	2010			2009			2010			2009
	2011			2010
REVENUES
Training revenue	$	5632,~~056~~201		$	0—		$	~~56,056~~		$	0
OPERATING EXPENSES
General and administrative expenses		~~184~~236,~~297~~865			~~180~~89,~~655~~463			~~812,536~~			~~470,094~~
OTHER INCOME (EXPENSES)
LOSS FROM CONTINUING OPERATIONS BEFORE OTHER INCOME (EXPENSES)		(204,664	)		(89,463	)
Gain on sale of subsidiary		0			0			683,804			0
OTHER INCOME (EXPENSES)
Gain on derivative instruments		63675,~~583~~993			0—			~~20,020~~			0
Interest expense		(~~172~~149,~~165~~275	)		(~~4,397~~161	)		~~(201,351~~	)		~~(13,148~~	)
		(108,582	)		(4,397	)		502,473			(13,148	)
		526,718			(161	)
LOSS FROM CONTINUING OPERATIONS		(236,823	)		(185,052	)		(250,007	)		(483,242	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		322,054			(89,624	)
INCOME FROM DISCONTINUED OPERATIONS		~~420~~—			8576,~~448~~672			~~129,878~~			~~212,463~~
NET LOSS APPLICABLE TO COMMON SHARES	$	(236,403	)	$	(99,604	)	$	(124,129	)	$	(270,779	)
NET INCOME (LOSS)	$	322,054		$	(12,952	)
EARNINGS (LOSS) PER SHARE, BASIC AND DILUTED
FROM CONTINUING OPERATIONS	$	*		$	~~(0.01~~*	)	$	~~(0.01~~	)	$	~~(0.02~~	)
FROM DISCONTINUED OPERATIONS		*			*			*			~~0.01~~
NET LOSS	$	*		$	(0.01	)	$	(0.01	)	$	(0.01	)
NET INCOME (LOSS)	$	*		$	*
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED		57,110,846			30,650,681			43,435,754			30,413,257
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC		225,386,411			32,210,846
COMMON STOCK EQUIVALENTS		506,265,339			—
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, DILUTED		731,651,750			32,210,846

* Less than $0.005 or $(0.005)

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

~~NATIONAL~~NX ~~ENERGY SERVICES COMPANY~~GLOBAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended July 31,
	Three Months Ended January 31,
	2010			2009
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(124,129	)	$	(270,779	)
Net income (loss)	$	322,054		$	(12,952	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		~~5,477~~—			72,~~759~~334
Common stock issued for services		~~363~~10,500			~~35,511~~—
Gain on sale of subsidiary		(683,804	)		0
Gain on derivative instruments		(675,993	)		—
Gain on derivative instruments		(20,020	)		0
Amortization of debt discount		147,773			—
Amortization of debt discount		191,460			0
Changes in assets and liabilities
(Increase) decrease in accounts receivable		483,~~909~~852			663,~~923~~059
(Increase) decrease in prepaid expenses and other current assets		2835,~~706~~794			(322,~~332~~605	)
Increase (decrease) in settlement liability		2,572			0
Increase (decrease) in accounts payable and accrued expenses		100,750			(22,972	)
Increase (decrease) in accounts payable and accrued expenses		141,899			126,349
Net cash provided by (used in) operating activities		(55,270	)		54,646
Net cash used in operating activities		(45,430	)		(97,569	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of subsidiary		10			0
Acquisition of property and equipment		0			(11,059	)
Proceeds from notes receivable		0			49,607
Net cash provided by investing activities		10			38,548
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - other		9061,~~000~~475			~~80,000~~—
Principal payments on notes payable - other		0			(56,596	)
Proceeds from notes payable - related parties		—			7,760
Proceeds from notes payable - related parties		7,760			56,596
Net cash provided by financing activities		61,475			7,760
Principal payments on note payable - related parties		(57,000	)		0
NET INCREASE IN CASH		6,205			62,406
Principal payments on note payable - bank		0			(2,379	)
CASH - BEGINNING OF PERIOD		242			4,724
Principal payments on long-term debt		0			(46,637	)
CASH - END OF PERIOD	$	6,447		$	67,130
Issuance of common stock		0			27,500
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Net cash provided by financing activities		40,760			58,486
Cash paid for interest during the period	$	—		$	161
NET DECREASE IN CASH		(4,660	)		(535	)
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
CASH - BEGINNING OF PERIOD		4,724			6,736
Repayment of notes payable with common stock	$	87,000		$	—
CASH - END OF PERIOD	$	64		$	6,201
Repayment of accrued interest with common stock	$	3,600		$	—
Debt discount on issuance of notes payable - other	$	61,475		$	—
Consulting fees paid in advance with common stock	$	28,000		$	—
Prepaid commitment fees satisfied in common stock	$	61,108		$	—

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

	Nine Months Ended July 31,
	2010		2009
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest during the period	$	5,555	$	13,148
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of subsidiary	$	180,000	$	—
Settlement of notes payable - related parties	$	890,318	$	—
Derivative liability and debt discount on notes payable - related parties	$	768,250	$	—
Repayment of note payable - other with common stock	$	22,500	$	—
Debt discount on issuance of notes payable - other	$	90,000	$	—
Acquisition of intangible assets	$	627,500	$	—

NX GLOBAL, INC.

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

NATIONAL ENERGY SERVICES COMPANY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

~~National~~NX ~~Energy Services Company~~Global, Inc. (“~~NES~~NX Global”) was incorporated on February 17, 1998 in Nevada as Coastal Enterprises, Inc. to engage in an internet-related business. ~~NES~~NX Global and National Energy Services Company, Inc., an unaffiliated New Jersey corporation formed in 1995 (“NESNJ”), entered into an Agreement and Plan of Share Exchange, dated January 19, 2001, pursuant to which the shareholders of NESNJ on January 19, 2001 were issued 10,000,000 shares of common stock of ~~NES~~NX Global, par value $0.001 in exchange for 100% of the issued and outstanding shares of NESNJ, which became a wholly-owned subsidiary of ~~the Company~~NX Global. For accounting purposes, the transaction was accounted for as a reverse acquisition. In September 2010, the company changed its name to NX Global, Inc. from National Energy Services Company, Inc.

~~NES~~NX Global together with its subsidiaries (~~collectively~~ the “Company”, “we”, “us”, or, “our”), are engaged in operating three divisions and various subsidiaries within each division either created by the Company or to be purchased for more rapid growth. The divisions include Renewable Energy Project Management, Renewable Energy Product Sales and Green Internet Technologies.

Renewable Energy Project Management will initially ~~consists~~consist of project management and marketing of those services to ~~solar/thermal~~algae growing facilities, bio-fuels and waste to energy project owners. ~~Current various joint ventures investments are being negotiated to enable the Company to get into the markets with signed projects.~~ These projects include bio-fuel from algae and from pyrolisis of tires, and pyrolisis of municipal solid waste to energy. Currently, various joint ventures and investments ~~combination~~are ~~operations~~being ofnegotiated ~~solar/thermal~~to ~~and~~enable ~~animal~~the ~~waste~~Company ~~pyrolisis~~to get into the markets with signed projects.

The Renewable ~~Energy~~ Energy Product Sales division ~~markets~~will tomarket ~~the end user~~ products ~~that~~produced ~~reduce~~from the ~~energy~~other ~~cost~~divisions to ~~home~~recyclers and ~~commercial~~other ~~building~~businesses ~~users~~seeking to ~~pennies~~improve ontheir ~~the~~eco-friendly ~~dollars~~foot ~~they previously spent and provide revenue for the company through sale of excess energy to the grid~~print. ~~Additional products include lighting and water systems for commercial structures, some that have been marketed by the Company’s former New Jersey subsidiary.~~

The Green Internet Technologies Service and Training Division is designed to first assist all affiliated divisions in the marketing of their products and services ~~and~~plus ~~will expand into~~ green social networking products and services and training for new technology development and certification initially in the virtualization and cloud computing markets.

Except for the Green Internet Technologies Service and Training Division that became active in ~~the three months ended July 31~~April, 2010, none of the divisions were active during the ~~nine~~three months ended ~~July~~January 31, ~~2010.~~2011 ~~The~~and ~~divisions were formed in February~~ 2010~~, except for the Company’s subsidiary,~~ . Applied Concepts for Energy Corp. (“ACEC”), which was previously formed, ~~and~~ had no operations ~~through~~ ~~July~~during the three months ended January 31, 2011 and 2010.

On January 21, 2010, the Company acquired an agreement to manage the construction of a solar/thermal site in California (the “Agreement”). The Agreement required former management to transfer to the seller 13,000,000 of the common shares they held, the Company to issue 10,000 shares of Series B Cumulative Convertible Preferred Stock with a stated value of $400,000 and a voting preference as if the holder held 50.1% of the outstanding votes of the Company and the settlement of the related party notes payable of approximately $1.3 million with a cash payment of $57,000 and the issuance of a $400,000 convertible promissory note. The settlement of the related party notes payable resulted in an effective reduction of $890,318 in related party debt.

The Agreement also required the resignation of all officers and directors at that time and the placement of a new director and officer to operate the Company. Further requirements caused the 13,000,000 common shares and 10,000 shares of Series B Cumulative Convertible Preferred Stock to be issued in accordance with the acquisition to be placed in escrow until all sales tax debts had been paid or negotiated for payment and the payment of certain debts to prior management and a counsel to the Company. The shares in escrow were released on April 30, 2010. The Company did not declare any preferred stock dividends during the three months ended January 31, 2011 and 2010.

In March 2010, the Company purchased ~~Global Green Resources~~Nube, Inc. (“~~GGR~~Nube”) for 6,000,000 restricted common shares with a stock value of $180,000. ~~GGR~~Nube’s assets consisted of its training software and contract and it had no liabilities. ~~GGR~~Nube provides training programs for green technologies such as cloud computing and data virtualization. ~~GGR~~At October 31, 2010, The Company recognized an impairment loss of $180,000 related to these assets. Nube had no revenues until ~~May~~ April 2010, at which time it started to recognize revenues from providing training classes. In November 2010, Global Green resources, Inc changed its name to Nube, Inc.

~~These~~In ~~unaudited~~November, ~~condensed~~the ~~consolidated financial~~Company’s ~~statements~~subsidiary ~~reflect~~ACEC signed two joint venture agreements to further its business operations in algae production and the ~~sale~~conversion of waste to energy. The agreements include terms for funding, the ~~Company’s~~licensing ~~New~~of ~~Jersey~~patented ~~subsidiary~~and ~~(see~~non-patented ~~Note~~production 11and –manufacturing ~~Discontinued~~and ~~Operations~~growing technologies, site management and ~~Sale~~project ofdevelopment, ~~Subsidiary)~~site procurement plus other related items. The joint ventures will not begin operations until funding is in place for their furtherance.

~~The~~4 unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain all the information included in the Company’s annual

~~financial~~In ~~statements~~January ~~and~~2011, ~~notes.~~the ~~Certain~~Company ~~information~~has ~~and~~received ~~footnote~~a ~~disclosures~~letter ~~normally~~committing ~~included~~the infirst ~~financial~~$100,000,000 ~~statements~~of financing ~~prepared~~for inthe ~~accordance~~proposed ~~with~~site ~~accounting~~near ~~principles~~Portage ~~generally~~Du ~~accepted~~Fort, inQuebec, ~~the United~~Canada. ~~States~~Negotiations ofare ~~America~~ongoing ~~(“GAAP”)~~with ~~have~~the ~~been~~governmental ~~condensed~~agencies ornecessary ~~omitted pursuant~~ to ~~such~~acquire ~~rules~~permits and ~~regulations,~~guarantees ~~although~~required ~~the~~to ~~Company~~begin ~~believes~~construction ~~that~~and ~~the~~operations. ~~disclosures~~The ~~are~~site ~~adequate~~has torecently ~~make~~been designated by the ~~information~~Pontiac ~~presented~~MRC ~~not~~Quebec ~~misleading.~~(“MRC”) ~~These~~as ~~unaudited condensed~~the ~~consolidated~~region’s ~~financial~~Environmental ~~statements~~Industrial ~~should~~Park beand ~~read in conjunction with~~ the ~~October 31,~~municipal ~~2009~~waste ~~audited~~collected ~~consolidated~~throughout ~~financial~~the ~~statements~~region ~~and~~under the ~~accompanying~~MRC ~~notes~~must ~~thereto~~be ~~included~~delivered into the ~~Company’s~~site ~~Annual~~for ~~Report~~eco onfriendly ~~Form~~disposal. ~~10-K~~This ~~for~~project ~~the~~is ~~year~~under ~~ended~~review ~~October 31,~~as ~~2009.~~a ~~The~~consortium ~~October 31,~~of ~~2009~~the ~~consolidated~~MRC ~~balance~~and ~~sheet~~the ~~was~~City ~~derived~~of ~~from audited consolidated financial statements~~Gatineau, ~~but~~Quebec ~~does~~issued ~~not~~a ~~include~~qualifications ~~all~~request ~~disclosures~~from ~~required~~the bygeneral ~~GAAP.~~business ~~The~~population ~~results~~within days of ~~operations~~ACEC ~~for~~having ~~the~~signed ~~three~~a ~~and nine~~letter ~~months~~of ~~ended~~intent ~~July 31,~~to ~~2010,~~lease ~~are not necessarily indicative of~~ the ~~results~~property for ~~the~~this ~~full~~project ~~fiscal~~in ~~year~~January 2011. ~~ending~~The ~~October 31,~~request ~~2010 or~~ for ~~any~~qualification ~~other~~requires ~~period.~~several ~~These~~businesses ~~unaudited~~from ~~condensed~~Quebec ~~consolidated~~to ~~financial~~be ~~statements~~involved ~~reflect~~and ~~all~~significantly impairs the ~~adjustments,~~ ~~including~~ability ~~normal~~of ~~recurring~~ACEC ~~adjustments,~~or ~~which,~~its injoint ~~the~~venture ~~opinion~~partners offrom ~~management,~~controlling ~~are~~its ~~necessary~~own todestiny ~~present~~or ~~fairly~~operating the ~~operations~~facility ~~and~~as ~~cash~~it ~~flows~~would ~~for~~like ~~the~~to maximize ~~period~~its ~~presented~~potential economic impact.

These unaudited condensed consolidated financial statements reflect the sale of the Company’s New Jersey subsidiary (see Note 8 – Discontinued Operations and Sale of Subsidiary) for the three months ended January 31, 2010.

The unaudited condensed consolidated financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain all the information included in the Company’s annual financial statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the October 31, 2010 audited consolidated financial statements and the accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2010. The October 31, 2010 consolidated balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. The results of operations for the three months ended January 31, 2011, are not necessarily indicative of the results for the full fiscal year ending October 31, 2011 or for any other period. These unaudited condensed consolidated financial statements reflect all the adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the period presented.

Going Concern

The Company incurred net losses from continuing operations before other income (expenses) for the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~ 2011 and ~~2009~~2010 and ~~has~~had working capital deficiencies and accumulated deficits as of January 31, 2011 and October 31, 2010. The Company also had negative cash flows from operations for the ~~nine~~three months ended ~~July~~January 31, ~~2010 and 2009~~2011. There is no guarantee the Company will be able to continue to generate ~~enough~~sufficient revenue and/or raise capital to support its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial statements have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is dependent upon its ability to execute management’s plans to be profitable, generate positive cash flows from operations and to raise additional capital through the issuance of debt and/or equity securities. Although management continues to pursue these plans and believes it will be successful, there is no assurance that the Company will be successful in generating such profitable operations or obtaining financing on terms acceptable to the Company.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nube and ACEC. All significant inter-company accounts and transaction have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

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

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect. When needed, an allowance for doubtful accounts is recorded based on information on the collectability of specific accounts. Accounts are considered past due or delinquent based on contractual terms, how recently payments have been received and management’s judgment of collectability. ~~The Company presently has written off all accounts receivable that are more than twelve months old and others that were not expected to be collected.~~ At ~~July~~ January 31, ~~2010~~2011, no allowance had been established.

~~Property~~Cash and ~~Equipment~~Cash Equivalents

~~All~~Cash ~~property~~balances ~~and~~in ~~equipment~~banks are ~~recorded~~insured atby ~~cost~~the ~~and~~Federal ~~depreciated~~Deposit ~~over~~Insurance ~~their~~Corporation ~~estimated~~subject ~~useful~~to ~~lives,~~certain ~~generally three, five or seven years, using the straight-line method~~limitations. For ~~Upon~~purposes ~~sale~~of ~~or retirement,~~ the statement ~~costs~~of ~~and~~cash ~~related accumulated depreciation are eliminated from their respective accounts~~flows, ~~and~~ the ~~resulting~~Company ~~gain~~considers orall ~~loss~~highly isliquid ~~included~~investments inwith ~~the~~a ~~results~~maturity of ~~operations.~~three ~~Repairs~~months ~~and~~or ~~maintenance charges,~~less ~~which~~when dopurchased ~~not increase the useful lives of the assets, are charged~~ to ~~operations~~be ascash ~~incurred~~equivalents.

6Investments

~~Table~~The Company reviews investments for impairment annually, or more frequently if impairment indicators arise, and the investments are written off when impaired. Impairment, if any, would be determined based on an implied fair value model for determining the carrying value of ~~Contents~~the investments. The impairment test is a two-step process. The first step requires comparing the fair value of each reporting unit to its net book value. The Company uses management estimates of future cash flows to perform the first step of the investments’ impairment test.

~~Intangible~~Estimates ~~Assets~~made by management include assumptions about future conditions such as future revenues, gross margins and operating expenses. The second step is only performed if impairment is indicated after the first step has been performed.

Estimates made by management include assumptions about future conditions such as future revenues, gross margins and operating expenses. The second step is only performed if impairment is indicated after the first step has been performed, as it involves measuring the actual impairment to the intangible assets. No impairment of the intangible assets was recorded for the three and nine months ended July 31, 2010.

Training Software and Contract Costs

Training software and contract costs will be amortized over the estimated useful lives of the software and average remaining terms of the contracts. As of July 31, 2010, the software has not been placed in service, the contracts have not commenced and management is still evaluating the appropriate amortization periods for these assets.

Business Combinations

The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (~~guidance formerly reflected in Statement of Financial Accounting Standards (~~“~~SFAS”) No. 141(R), “Business Combinations”) (“~~Topic 805”). Topic 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Topic 805 also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

Earnings (Loss) Per Common Share

Earnings (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share includes additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants and conversion of convertible debt and preferred stock. 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 table shows the approximate number of common stock equivalents outstanding at ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010 that could potentially dilute basic income per share, but were not included in the calculation of diluted loss per share for the three months ended January 31, 2010, because their inclusion would have been anti-dilutive.

	Outstanding atJuly 31,
	Outstanding atJanuary 31,
	2010		2009
	2011			2010
Warrants	~~1,000,000~~	1,000,000	~~1,000,000~~		1,000,000
Preferred stock – Series B	~~20,000,000~~	153,846,154	0		—
Convertible notes – other	~~15,517,242~~	65,142,262	0		—
Convertible note – related party	~~76,800,000~~	286,276,923	0		—
Total	~~113,317,242~~	506,265,339	~~1,000,000~~		1,000,000

~~Fair~~6 ~~Value of Financial Instruments~~

The carrying amounts reported in the unaudited condensed consolidated balance sheet for financial instruments approximate fair value because of the immediate or short-term maturity of these financial instruments (see Notes 7 and 8).

Fair Value of Financial Instruments

The Company’s financial instruments are comprised of current assets, current liabilities and investments. The carrying amounts reported in the unaudited condensed consolidated balance sheets for current assets and current liabilities approximate fair value due to their short term nature. The carrying amounts reported in the unaudited condensed consolidated balance sheets for investments approximate fair value since the investments were acquired on October 29, 2010.

Derivative Instruments

The Company has outstanding convertible debt instruments that contain derivative features. The Company accounts for these derivatives in accordance with FASB ASC 815, “Accounting for Derivative Instruments and Hedging Activities,” including “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” In accordance with the provisions of ASC 815, the embedded derivatives are required to be bifurcated from the debt instrument and recorded as a liability at fair value on the balance sheet. Changes in the fair value of the derivatives are recorded at each reporting period and recorded in gain on derivative instruments, a separate component of other income (expenses).

Income Taxes

The ~~income~~Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax ~~benefit~~assets isand ~~computed~~liabilities onfor the ~~pretax~~expected ~~loss~~future ~~based~~tax onconsequences of events that have been included in the ~~current~~financial statements or tax ~~law~~returns. ~~Deferred~~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 ~~three~~period ~~months-~~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.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, will have a material effect on its consolidated financial position, results of operations, or cash flows.

NOTE 3 - ~~PROPERTY~~INVESTMENTS ~~AND EQUIPMENT~~

~~Property~~As of January 31, 2011 and ~~equipment~~October 31, 2010, investments consist of $500,000 of Preferred Series A Stock of ProTek Capital, Inc. (“ProTek”) and 4.95% of the ~~following~~intellectual property held by Propalms Ltd. also valued at: $500,000, which were recorded at cost.

	July 31, 2010			October 31, 2009
	(Unaudited)
Office equipment	$	0		$	67,982
Furniture and fixtures		2,107			2,107
Leasehold improvements		0			2,900
		2,107			72,989
Accumulated depreciation		(2,107	)		(54,834	)
Total	$	0		$	18,155

~~Depreciation~~In ~~expense~~completion ~~was~~of $0the ~~and~~closing ~~$5,477~~of ~~for~~the Stock Purchase Agreement, the ~~three~~Company ~~and~~increased ~~nine~~its ~~months~~authorized ~~ended~~common ~~July 31~~stock to 950,000,000 ~~2010~~shares ~~and~~from $2150,~~832 and $7~~000,~~759~~000 ~~for~~shares ~~the~~after ~~three~~approval ~~and~~by ~~nine~~a ~~months~~stockholder ~~ended~~with ~~July~~a majority voting interest (50.1%) 31and issued 250,000,000 ~~2009~~common shares as required.

~~NOTE~~On October 29, 2010, the Company terminated the Stock Purchase Agreement by mutual consent of all parties and returned the parties to their original condition, except for the distribution of 100,000,000 shares of the Company’s common stock that was delivered to ProTek and will not be returned. In exchange for those shares, the Company received 500,000 shares of Preferred Series A Stock of ProTek at $1.00 per share for 50,000,000 shares of the Company’s common stock and 4.95% -of ~~INTANGIBLE~~the ~~ASSETS~~intellectual property of Propalms Ltd. for 50,000,000 shares of the Company’s common stock also valued at $500,000.

~~Intangible~~7 ~~assets consist of the following at July 31, 2010:~~

Construction management contract	$	627,500
GGR training software and contract		180,000
	$	807,500

~~NOTE~~In 5February -2011, ~~NOTES~~the ~~PAYABLE~~Board -of ~~OTHER~~Directors of the Company agreed to rescind the investment agreement with ProTek. Pursuant to the rescission, ProTek returned the 50,000,000 common shares to the Company and the Company returned the 500,000 shares of Preferred Series A Stock to ProTek.

~~The~~NOTE ~~Company~~4 ~~received~~- ~~the~~NOTES ~~proceeds~~PAYABLE of- ~~two~~OTHER notes totaling $102,500 during the year ended October 31, 2009. In April 2010, one of the notes with a value of $22,500 was repaid through the issuance of 1.5 million shares of the Company’s common stock. The remaining note has no stated terms and is due on demand. Proceeds from two additional notes totaling $90,000 have been received during the nine months ended July 31, 2010. The notes bear interest at 8% per annum and are convertible into shares of common stock at a variable conversion price as defined in the agreements. The $50,000 note matures on October 25, 2010 and the $40,000 note matures on December 22, 2010. Interest expense was $1,840 and $ 0 for the three months ended July 31, 2010 and 2009 and $3,289 and $ 0 for the nine months ended July 31, 2010 and 2009. Notes payable – other consist of the following at:

The Company received the proceeds of two notes totaling $61,475 during the three months ended January 31, 2011. The notes bear interest at 8% per annum and are convertible into shares of common stock at a variable conversion price as defined in the agreements. The note with a principal value of $32,500 matures on September 6, 2011 and the note with the principal value of $28,975 matures on January 13, 2012.

Proceeds from three additional notes totaling $105,000 were received during the year ended October 31, 2010. These notes bear interest at 8% per annum and are convertible into shares of common stock at a variable conversion price as defined in the agreements. The $50,000 note bore interest at 8% per annum and matured on October 25, 2010 (the “$50,000 Note”), the $40,000 note bore interest at 8% per annum and matured on December 22, 2010 (the “$40,000 Note”) and the $15,000 note bore interest at 9% per annum and matured on March 1, 2011 (the “$15,000 Note”), which is in default as of March 2, 2011.

During the year ended October 31, 2010, the Company converted $15,500 of the $50,000 Note into 4,305,555 shares of the Company’s common stock and during November 2010 and December 2010, the Company converted the remaining $34,500 principal of the $50,000 Note and related accrued interest of $2,000 into 24,365,080 shares of the Company’s common stock. During December 2010 and January 2011, the Company converted the principal of the $40,000 Note and related accrued interest of $1,600 into 35,787,878 shares of the Company’s common stock.

During the year ended October 31, 2010, the Company issued a $28,000, non-interest bearing note to settle accrued consulting fees (the “$28,000 Note”). The $28,000 Note matured on November 5, 2010 and is currently in default. As of maturity, the $28,000 Note bears interest at 5% per annum. On January 24, 2011, the Company converted $12,500 of the $28,000 Note into 12,500,000 shares of the Company’s common stock.

The Company received proceeds of two notes totaling $102,500 during the year ended October 31, 2009. In April 2010, one of the notes with a value of $22,500 was satisfied through the issuance of 1.5 million shares of the Company’s common stock. The remaining note has no stated terms and is due on demand.

Interest expense was $297 and $0 for the three months ended January 31, 2011 and 2010. Notes payable – other consist of the following at:


	January 31, 2011			October 31, 2010
Cost	$	258,975		$	213,000
Less: Repayment / Conversion into common stock		(87,000	)		(15,500	)
Less: Debt discount		(144,475	)		(133,000	)
Add: Accumulated amortization of debt discount		89,248			114,783

Total	$	116,748		$	179,283

Debt discount is amortized over the terms of the notes payable. During the three months ended January 31, 2011, the amortization of debt discount on notes payable - other was $24,465.

NOTE 5 - NOTES PAYABLE - RELATED PARTIES

Charter Management, LLC (“Charter”) previously funded the operations of the Company with a credit facility through January 2010. The balance payable to Charter before the reduction described below was $1,347,318. With the execution of the Agreement entered into on January 21, 2010, the debt was extinguished after two principal payments totaling $57,000 and the issuance of a

	July 31,2010			October 31,2009
	(Unaudited)
Cost	$	170,000		$	102,500
Less: Debt discount		(90,000	)		0
Add: Amortization of debt discount		53,114			0
Total	$	133,114		$	102,500

new convertible promissory note to the former CEO of the Company and owner of Charter, for $400,000. As a result of the extinguishment, the debt was reduced by $890,318, which was reflected as a reduction to additional paid-in capital since it was a debt reduction from a related party. Charter was related to the Company through common ownership, but as of May 5, 2010, these parties are no longer affiliates of the Company due to the Agreement.

~~Debt~~The ~~discount~~convertible promissory note was non-interest bearing until maturity and is ~~amortized~~convertible ~~over~~into shares of the Company’s ~~terms~~common ofstock at a variable conversion price as defined in the ~~notes~~agreement. The note matured on January 21, 2011 and is currently in default. Pursuant to agreement, the note bears interest at 10% per annum if not satisfied at ~~payable~~maturity. During the three months ended January 31, 2011 and 2010, interest expense on the note was $1,205 and $0, respectively. Notes payable – related parties consist of the following at:

NOTE 6 - NOTES PAYABLE - RELATED PARTIES


	January 31 2011			October 31, 2010
Cost	$	400,000		$	400,000
Less: Debt discount		(400,000	)		(400,000	)
Add: Amortization of debt discount		400,000			276,692

Total	$	400,000		$	276,692

~~Charter~~Debt ~~Management,~~discount ~~LLC~~was ~~(“Charter”)~~amortized ~~funded~~over the ~~operations~~term of the ~~Company~~note ~~with a credit facility. The balance~~ payable ~~to Charter before the reduction described below was $1,347,318~~. ~~With~~During the ~~execution~~three ofmonths ~~the Agreement entered into on~~ ended January 2131, ~~2010~~2011, ~~the~~amortization ~~debt was extinguished after two principal payments totaling $57,000 and the issuance~~ of ~~a new convertible promissory note to the former CEO of the Company and owner of Charter, for $400,000. As a result of the extinguishment, the~~ debt ~~was~~discount ~~reduced by $890,318, which was reflected as a reduction~~ on the ~~unaudited~~note ~~condensed~~payable ~~consolidated balance sheet to additional paid-in capital since it~~ was ~~a debt reduction from a related party. Charter was related to the Company through common ownership~~$123, ~~but as of May 5, 2010, these parties are no longer affiliates of the Company due to the Agreement~~308.

~~The~~NOTE ~~convertible~~6 ~~promissory note is non~~-~~interest~~ ~~bearing,~~DERIVATIVE ~~matures~~LIABILITIES ~~on January 21, 2011 and is convertible into shares of common stock at a variable conversion price as defined in the agreement. Notes payable – related parties consist of the following at:~~

	July 312010			October 31,2009
	(Unaudited)
Cost	$	400,000		$	1,339,558
Less: Debt discount		(400,000	)		0
Add: Amortization of debt discount		138,346			0
Total	$	138,346		$	1,339,558

In accordance with FASB ASC 815-10 “Accounting for Derivative Instruments and Hedging Activities” and FASB ASC 815-40 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In a Company’s Own Stock,” the conversion features associated with the convertible promissory notes – other (see Note 4) and convertible promissory note – related party (see Note 5) represent derivatives. As such, the Company has recognized the amount of $1,008,917 as derivative liabilities at the time of issuance of the debt instruments, and are measured at their estimated fair value of $102,525 at January 31, 2011.

~~Debt~~The ~~discount~~estimated isfair ~~amortized~~value ~~over~~of the ~~term~~derivative ofliabilities ~~the~~have ~~note~~been calculated based ~~payable.~~on a Black-Scholes option pricing model using the following assumptions (level 2 inputs) at January 31, 2011:

NOTE 7 - FAIR VALUE MEASUREMENT


Fair market value of stock	$	0.0022
Exercise price	$	0.0012 to $0.0020
Dividend yield		0.00	%
Risk free interest rate		0.15% to 0.26	%
Expected volatility		371% to 448	%
Expected life		0.08 to 0.95 years

~~The~~NOTE ~~Company’s~~7 ~~financial~~- ~~liabilities~~STOCKHOLDERS’ ~~subject to recurring fair value measurements and the necessary disclosures are as follows:~~EQUITY (DEFICIT)

	July 31, 2010				Fair Value Measurements atJuly 31, 2010
	Cost		Fair Value		Level 1		Level 2		Level 3
Notes payable - related parties (a)	$	400,000	$	138,346	$	0	$	0	$	138,346
Notes payable - other (a)		170,000		133,114		0		0		133,114
Derivative liabilities (b)		838,230		838,230		0		838,230		0
	$	1,408,230	$	1,109,690	$	0	$	838,230	$	271,460

Preferred Stock:

~~(a)~~As ~~The~~of ~~fair~~January 31, ~~values~~2011, of the ~~notes~~Company ~~payable~~had ~~are~~500,000 ~~based~~authorized onshares ~~the~~of ~~Company’s~~$0.001 ~~assumption~~par ofvalue ~~interest~~Series ~~rates~~A preferred stock and ~~terms~~zero ~~available~~shares tooutstanding. itThe Series A preferred shares convert at ~~July~~a ~~31,~~ratio ~~2010~~of 58:1 into shares of the Company’s common stock.

~~(b)~~The ~~See~~Board ~~Note~~of 8directors ~~for~~amended the ~~assumptions~~Company’s ~~used~~Articles toof ~~determine~~Incorporation by filing a Stock Designation with the ~~fair~~Nevada Secretary of State on January 26, 2010 to authorize 10,000 shares of Series B Cumulative Convertible Preferred Stock, at a par value of $0.001. The Series B Convertible Preferred Stock represents a 50.1% voting interest regardless of the ~~derivative~~common ~~liabilities~~shares outstanding. As of January 31, 2011 and 2010, the Company had 10,000 shares of the Series B Cumulative Convertible Preferred Stock issued and outstanding. The Company did not declare any preferred stock dividends during the three months ended January 31, 2011 and 2010.

NOTE 8 - DERIVATIVE LIABILITIES

In accordance with FASB ASC 815-10 “Accounting for Derivative Instruments and Hedging Activities” and FASB ASC 815-40 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In a Company’s Own Stock,” the conversion features associated with the convertible promissory notes – other (see Note 6) and convertible promissory note – related party (see Note 7) represent derivatives. As such, the Company has recognized the amount of $1,046,409 as derivative liabilities at the time of issuance of the debt instruments, and are measured at their estimated fair value of $838,230 at July 31, 2010.

~~The~~Common ~~estimated fair value of the derivative liabilities have been calculated based on a Black-Scholes option pricing model using the following assumptions at July 31, 2010~~Stock:

Fair market value of stock		$0.01
Exercise price		$0.0050 to $0.0058
Dividend yield		0.00%
Risk free interest rate		0.15% to 0.20%
Expected volatility		405% to 439%
Expected life		0.24 to 0.48 years

During the three months ended January 31, 2011, the following transactions occurred:

~~NOTE~~On 9November 23, -2010, ~~SETTLEMENT~~the ~~PAYABLE~~Company issued 2,150,000 common shares with a fair market value of $23,005 to pay for prepaid commitment fees per an agreement with an investor. These fees are directly related to the utilization of the Line of Credit (as defined in Note 10). The investor may hold up to 9.9% of the outstanding shares of the Company.

On ~~August~~November 423, ~~2009~~2010, ~~PPL Spectrum Inc. (“PPL”) filed a complaint which alleged~~ the Company ~~failed~~issued ~~to make payments due to PPL~~1,500,000 ~~and~~common ~~demands~~shares ~~damages~~with ina ~~the~~fair ~~amount~~market value of $~~435~~10,~~745.~~500 ~~NESNJ~~for ~~received~~consulting ~~a judgment in favor of PPL on October 14, 2009~~services.

~~This~~During ~~judgment is against NESNJ~~November, ~~a New Jersey corporation that was a wholly-owned subsidiary until its sale in March~~ 2010., ~~The~~the ~~settlement liability~~Company ~~was~~issued ~~assumed~~13,809,524 bycommon ~~the~~shares ~~buyer~~for ~~as part of~~ the ~~sale~~conversion of ~~the~~$20,000 ~~subsidiary and is included in the gain on sale~~ of ~~subsidiary~~notes ~~during the three and nine months ended July 31, 2010~~payable.

~~NOTE~~On 10November 29, -2010, ~~STOCKHOLDERS’~~the ~~DEFICIT~~Company issued 9,500,000 common shares with a fair market value of $101,650 for prepaid commitment fees per an agreement with an investor. These shares were returned in January 2011.

AsDuring ~~of July 31~~December, 2010, the Company ~~had 500~~issued 18,~~000~~888,889 ~~authorized~~common shares ofto convert $~~0.001~~24,500 ~~par~~of ~~value~~notes ~~Series~~payable ~~A preferred stock~~ and ~~zero~~$2,000 ~~shares outstanding. The Series A preferred shares convert at a ratio~~ of ~~58:1~~related ~~into~~accrued ~~shares of the Company’s common stock~~interest.

~~The Board~~During ofJanuary, ~~directors~~2011, ~~amended~~ the Company’s ~~Articles~~issued ~~of Incorporation by filing a Stock Designation with the Nevada Secretary of State on January 26~~39, ~~2010 to authorize 10~~954,~~000~~545 common shares ofto ~~Series~~convert ~~B Cumulative Convertible Preferred Stock~~$42,500 ~~at a par value~~ of ~~$0.001.~~notes ~~The~~payable ~~Series~~and ~~B Convertible Preferred Stock represents a 50.~~$1~~% voting interest regardless of the common shares outstanding. During the nine months ended July 31~~,600 ~~2010, the Company issued 10,000 shares~~ of ~~the~~related ~~Series~~accrued ~~B Cumulative Convertible Preferred Stock~~interest.

~~In April 2010~~On January 21, 2011 the Company issued 13,~~500~~561,~~000~~027 common shares ~~for~~with ~~the~~a ~~payment~~fair market value of $2238,~~500~~103 for prepaid commitment fees, which are directly related to the utilization of ~~debt~~the Line of Credit (as defined in Note 10). The investor may hold up to 9.9% of the outstanding shares of the Company.

InOn ~~April~~January 26, ~~2010~~2011, the Company issued 611,~~000~~200,000 common shares with a fair market value of ~~approximately~~ $~~180~~28,000 for ~~the~~consulting ~~acquisition of a subsidiary~~services.

InWarrants: ~~April 2010, the Company issued 4,500,000 common shares for the payment of $70,000 of consulting services.~~

InAs ~~March~~of January 31, 2011 and 2010, the Company ~~issued~~has 41,~~500~~000,000 million ~~common~~warrants ~~shares~~outstanding ~~for~~at ~~the~~a ~~payment~~weighted ofaverage exercise price of $~~67,500~~0.96. ~~for~~The ~~consulting~~remaining ~~services~~contractual life of the warrants was 1.4 years at January 31, 2011.

InStock ~~March,~~Compensation ~~2010, the Company issued 8,400,000 common shares with a fair market value of $226,000 to investor relations firms.~~ Plans:

On ~~July~~January 2911, ~~2009~~2011, Company’s Board of Directors approved the 2011 Consultant Stock Compensation Plan (the “2011 Plan”). Under the terms of the 2011 Plan, the Company ~~issued~~reserved 120,~~500~~000,000 shares ~~for~~of ~~$10~~common stock to be issued during the 2011 Plan’s one-year term. Professionals and consultants who provide services to the Company are eligible to participate in the 2011 Plan. At January 31, 2011, 11,200,000 inshares ~~cash~~of incommon astock ~~subscription~~had ~~agreement~~been issued under the 2011 Plan.

On March 1130, ~~2009~~2010, Company’s Board of Directors approved the ~~Company~~2010 ~~issued~~Professional/Consultant ~~350~~Stock Compensation Plan (the “2010 Plan”). Under the terms of the 2010 Plan, the Company reserved 10,000,000 shares of common ~~shares~~stock ~~for~~to ~~$17,500~~be issued during the 2010 Plan’s one-year term. Professionals and consultants who provide services to the Company are eligible to participate in ~~cash~~the 2010 Plan. At January 31, 2011, all shares were issued under the 2010 Plan.

OnThe ~~February 18,~~Board ~~2009,~~of Directors adopted the ~~Company~~2007 ~~issued~~Equity ~~100~~Incentive Plan in 2007 (the “2007 Plan”). The 2007 Plan authorizes the Board to issue up to 1,500,000 common shares ~~for~~during ~~$5,000~~the ten year period of the 2007 Plan. The shares may be awarded to employees or directors of the Company as well as to consultants to those entities. The shares may be awarded as outright grants or in ~~cash~~the form of options, restricted stock or performance shares. At January 31, 2011, 1,158,703 shares remain available for issuance under the 2007 Plan.

OnNOTE ~~January 9,~~8 ~~2009,~~- ~~the~~DISCONTINUED ~~Company~~OPERATIONS ~~issued~~AND ~~425,425~~SALE ~~common~~OF ~~shares~~SUBSIDIARY ~~with a fair market value of $30,511 to an investor relation agent for services performed.~~

~~NOTE~~In 11January -2010, ~~DISCONTINUED~~the ~~OPERATIONS~~Company ~~AND~~discontinued ~~SALE~~sales OFof ~~SUBSIDIARY~~its ozone laundry equipment business and all warranty, supply and repair services associated with it (“Ozone division”) and in March 2010 the Company sold its New Jersey subsidiary and realized a gain of $683,804. The New Jersey subsidiary was sold for cash proceeds of $10 and the assumption of all the Company’s liabilities, net of property and equipment. The Company has classified these operations as discontinued operations for the current and prior periods reported.

In January 2010, the Company discontinued sales of its ozone laundry equipment business and all warranty, supply and repair services associated with it (“Ozone division”) and in March 2010 the Company sold its New Jersey subsidiary and realized a gain of $683,804. The New Jersey subsidiary was sold for cash proceeds of $10 and the assumption of all the Company’s liabilities net of property and equipment. The Company has classified these operations as discontinued operations for the current and prior periods reported.

The discontinuance had the following effects:

	July 31,2010			October 31,2009
	January 31,2011			October 31,2010
	(Unaudited)
Assets
Current assets from discontinued operations:
Accounts receivable	$	0		$	71,954
Liabilities
Current liabilities of discontinued operations:
Settlement payable	$	0		$	437,020
Accounts payable and other current liabilities	$	28,681		$	28,681
Accounts payable and other current liabilities		24,206			319,292
	Three Months EndedJanuary 31,
	$	24,206		$	756,312
	2011			2010
Net liabilities of discontinued operations	$	(24,206	)	$	(684,358	)
Revenues	$	—		$	236,719
Cost and expenses		—			160,047
Income from discontinued operations	$	—		$	76,672

	Three Months EndedJuly 31,				Nine Months EndedJuly 31,
	2010		2009		2010		2009
Revenues	$	420	$	124,622	$	236,210	$	653,258
Cost and expenses		0		39,174		106,332		440,795
Income from discontinued operations	$	420	$	85,448	$	129,878	$	212,463

NOTE 9 - CONCENTRATION

~~NOTE~~One 12debtor, -Technology ~~CONCENTRATION~~Business Group, represented 100% of the total outstanding accounts receivable as of January 31, 2011 and 100% of the training revenue was earned from one customer, Technology Business Group during the three months ended January 31, 2011.

~~One~~NOTE ~~debtor,~~10 ~~Technology~~- ~~Business~~COMMITMENTS ~~Group,~~AND ~~represented~~CONTINGENCIES 100% of the total outstanding accounts receivable as of July 31, 2010 and 100% of the training revenue was earned from one customer, Technology Business Group during the three and nine months ended July 31, 2010.

~~NOTE~~Consulting 13Contracts ~~- COMMITMENTS AND CONTINGENCIES~~

~~Leases~~The Company has entered into consulting contracts for various services ranging from professional services to merger and acquisition services. All of the contracts expire in February 2012. As a result of the Company entering into a certain Stock Purchase Agreement, dated August 31, 2010 (see Note 3), all three consulting contracts were terminated. The three contracts were reinstated immediately following the rescission of the Stock Purchase Agreement in October 2010. At January 31, 2011, the future minimum payments required under these consulting contracts are $408,000 and $34,000 for the years ending January 31, 2012 and 2013, respectively.

~~The~~Line ~~Company~~of ~~leased~~Credit its former New Jersey office space under a lease that expired in April 2008, and which was renewed on a yearly basis. Payments under this lease were $0 and $6,000 for the three months ended July 31, 2010 and 2009. Payments were $0 and $18,000 for the nine months ended July 31, 2010 and 2009. The lease terminated in February 2010.

~~The~~In April 2010, the Company ~~also~~secured ~~had~~a ~~various~~$10,000,000 ~~lease~~line ~~agreements~~of ~~for~~credit ~~certain~~(the ~~office~~“Line ~~equipment,~~of ~~expiring~~Credit”) into ~~2012~~facilitate its business model. ~~Payments~~The ~~under~~Company ~~these~~will ~~leases~~be ~~were~~able $0to ~~and~~draw ~~$927 and~~down $on the line of credit after a form S-1~~,241~~ Registration Statement is filed and ~~$3,155~~becomes ~~for~~effective. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~2011, ~~and~~the ~~2009.~~Company ~~All~~issued ~~leased~~stock ~~equipment~~with ~~has~~a ~~been~~fair ~~returned~~market value of $61,108 to partially satisfy its commitment fee obligation of $150,000 in connection with the ~~lessor~~Line of Credit. NoThe ~~allowance~~agreement ~~has~~does ~~been~~not ~~made~~allow ~~for~~the ~~any~~provider ~~potential~~of ~~future~~the ~~costs~~Line of Credit to hold more than 9.9% of the company’s common stock outstanding at anytime.

~~The~~NOTE ~~Company~~11 ~~leased~~- anSUBSEQUENT ~~upgrade~~EVENTS to its sales management software under an operating lease. The lease was signed on July 22, 2007 and was to expire in 2012. Payments under this lease were $0 and $1,268 for the three months ended July 31, 2010 and 2009 and $1,734 and $3,839 for the nine months ended July 31, 2010 and 2009. The lease was assumed by the buyer as part of the sale of the New Jersey subsidiary in March 2010.

The Company has entered into consulting contracts for various services ranging from professional services to merger and acquisition services. All of the contracts were to expire in February 2012. As a result of the Company entering into a certain stock purchase agreement, dated August 31, 2010 (see Note ~~14),~~Issuances all three consulting contracts were terminated and will only be paid through September 30, 2010. A new contract for one of the three consultants will be negotiated. The future minimum payments required under these consulting contracts were $68,000 through September 30, 2010.

On February 3, 2011, the Company issued a $25,000 convertible redeemable note that bears interest at 6% interest per annum and matures on February 1, 2013 (the “$25,000 Note”). The $25,000 Note may be converted into the Company’s common stock at 50% of the lowest bid price for four days, including the day of conversion and prior three days.

On February 3, 2011, the Company issued a $28,000 convertible redeemable note that bears interest at 6% interest per annum and matures on February 1, 2013 (the “2^nd $28,000 Note”). The 2^nd $28,000 Note may be converted into the Company’s common stock at 50% of the lowest bid price for four days, including the day of conversion and prior three days.

On February 9, 2011, the Company issued a $22,000 non-interest bearing promissory note, which is due on demand, but no later than August 9, 2011. Subsequent to August 9, 2011 the note will bear interest at a rate of 8% per annum. The note may be converted into the Company’s common stock at the average bid price for ten days prior to the conversion at a minimum conversion price of $0.001. The discount may be applied at the time of the conversion through negotiations of the parties.

~~Litigation~~On February 16, 2011, the Company issued a $28,750 convertible promissory note that bears interest at 8% interest per annum and matures on February 16, 2012. The note may be converted into the Company’s common stock at 85% of the average of the lowest five bid prices for ten days prior to the conversion.

On ~~December~~February 1724, ~~2009~~2011, ~~Nutek~~the ~~International,~~Company ~~Inc.~~issued ~~filed~~an ~~for~~$18,000 annon-interest ~~injunction~~bearing topromissory ~~enjoin~~note, anwhich ~~employee~~is ofdue ~~NESNJ~~on demand, abut ~~New~~no ~~Jersey~~later ~~corporation from~~than ~~continuing~~August 24, 2011. Subsequent to ~~provide~~August 24, ~~services~~2011, the note will bear interest at a rate of 8% per annum. The note may be converted into the Company’s ~~believes~~common ~~that~~stock at the ~~suit~~average ~~has~~bid noprice ~~merit~~for asten days prior to the ~~employee~~conversion ~~resigned~~at ~~from~~a minimum conversion price of $0.001. The discount may be applied at the ~~Company~~time onof ~~December 22,~~the ~~2009~~conversion through negotiations of the parties.

~~All~~On ~~above~~February 24, ~~litigation~~2011, ~~was~~ the ~~responsibility~~Company ofissued ~~NESNJ,~~a ~~Inc.~~$25,000 anon-interest ~~New~~bearing ~~Jersey~~promissory ~~corporation~~note, which ~~was~~is ~~assumed~~due byon demand, but no later than August 24, 2011. Subsequent to August 24, 2011 the ~~buyer~~note will asbear ~~part~~interest at a rate of 8% per annum. The note may be converted into the ~~sale~~Company’s common stock at the average bid price for ten days prior to the conversion at a minimum conversion price of $0.001. The discount may be applied at the time of the ~~subsidiary~~conversion inthrough ~~March~~negotiations ~~2010~~of the parties.

~~The~~Stock ~~Company~~Issuances is a party from time to time to various other legal actions that arise in the normal course of business. In the opinion of management, the resolution of these other matters will not have a material and adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

~~Line~~On February 3, 2011, the Company issued 12,000,000 common shares into an escrow account as collateral for future note conversions on the $25,000 Note and the 2nd $28,000 Note. During February and March 2011, the 12,000,000 shares in escrow were used to redeem the principal amounts of ~~Credit~~these notes.

InOn ~~April~~February 9, ~~2010~~2011, the Company ~~secured~~issued ~~a $10~~13,000,000 ~~line~~common ofshares ~~credit~~ to ~~facilitate~~convert ~~its~~$13,000 ~~business~~of ~~model. The Company will be able to draw down on~~ the ~~line~~principal of ~~credit~~the ~~after~~$28,000 ~~a form S-1 Registration Statement is filed and becomes effective~~Note.

~~NOTE~~On 14February 18, -2011, ~~SUBSEQUENT~~the ~~EVENTS~~Company issued 12,500,000 common shares to convert $12,500, of the principal of a note payable.

On August 31, 2010, the Company issued a $15,000 convertible debenture that matures on March 1, 2011. The debenture bears interest at 9% per annum and is convertible into shares of common stock at a variable conversion price as defined in the agreement.

On August 31, 2010, the Company issued 3,500,000 for the payment of $35,000 of accounts payable and accrued expenses.

On September 2, 2010, the Company purchased Propalms International Ltd., a Nevada corporation, which was formed on August 24, 2010, (“Propalms International”) pursuant to a stock purchase agreement, dated August 31, 2010 (“Stock Purchase Agreement”), for 250,000,000 restricted common shares. Propalms International had no revenues and no liabilities and its assets consisted solely of an intangible asset, a worldwide marketing and sales agreement between Propalms Ltd, a UK corporation and Propalms International as of September 2, 2010. The Company and Propalms International agreed to a purchase price of $2.5 million, which is allocated entirely to Propalms International’s intangible asset. Propalms International will be responsible for overseeing the daily marketing, sales, and distribution network of Propalms software product line, which includes Propalms TSE 6.0, Propalms VPN, and Propalms VDI, and any new applications that are being developed, and in return will pay a royalty on the revenue generated by the current and future products agreement for the sales of several software products in the virtualization and cloud computing market. Propalms International will also manage the 48 distributors in the U.S., U.K., Japan and India, Canada, Western Europe plus several other international locations. Revenues from sales will begin immediately with additional revenues from maintenance and support dollars from prior sales by the licensor inuring to Propalms International. Propalms International’s costs will be managed by implementing an employee leasing program for an already trained product sales staff.

Pursuant to the Stock Purchase Agreement, on September 3, 2010, David F. LaFave resigned as President while remaining a member of the board of directors. At the close of business September 3, 2010, Owen Dukes and Robert Zysblat were seated as members of the board of directors. Mr. Dukes was installed as Chief Executive Officer and Mr. Zysblat as President and Chief Financial Officer of the Company. There were no disagreements leading to the resignation of Mr. LaFave.

In completion of the closing of the Stock Purchase Agreement, the Company increased its authorized common stock to 950,000,000 shares from 150,000,000 shares after approval by a stockholder with a majority voting interest (50.1%) and issued 250,000,000 common shares as required.

On September 3, 2010, the Company issued 10,800,000 common shares for the payment of accounts payable and accrued expenses of $108,000 and 1,500,000 shares for a capital raise of $3,333.

Item 2.

Managements’ Discussion and Analysis of Financial Condition and Results of Operations

Going Concern and Recent Events

~~National~~NX ~~Energy Services Company~~Global, Inc., ~~(“NES”)~~ together with its subsidiaries (collectively the “Company”, “we”, “us” or “our”) incurred net losses from continuing operations before other income (expenses) for the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~2011 and ~~2009~~2010 and has working capital deficiencies and accumulated deficits. The Company also had negative cash flows from operations for the ~~nine~~three months ended ~~July~~January 31, ~~2010 and 2009~~2011. There is no guarantee the Company will be able to continue to generate ~~enough~~sufficient revenue and/or raise capital to support its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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

On January 21, 2010, the Company acquired an agreement to manage the construction of a solar/thermal site in California (the “Agreement”). The Agreement required the former management to transfer to the seller 13,000,000 of the common shares they held, the Company to issue 10,000 shares of Series B Cumulative Convertible Preferred Stock with a stated value of $400,000 and a voting preference as if the holder held 50.1% of the outstanding votes of the Company and the settlement of the related party notes payable of approximately $1.3 million with a cash payment of $57,000 and the issuance of a $400,000 convertible promissory note. The settlement of the related party notes payable resulted in an effective reduction of $890,318 in related party debt.

During January 2010, the Company discontinued sales of its ozone laundry equipment business and all warranty, supply and repair services associated with it (“Ozone division”) and in March 2010 the Company sold its New Jersey subsidiary and realized a gain of $683,804. The New Jersey subsidiary was sold for cash proceeds of $10 and the assumption of all the Company’s liabilities net of property and equipment with a book value of $12,678. The Company has classified these operations as discontinued operations for the current and prior periods reported.

In March 2010, the Company purchased Global Green Resources, Inc. (“GGR”) for 6,000,000 restricted common shares with a stock value of $180,000. GGR’s assets consisted of its training software and contract and it had no liabilities. GGR provides training programs for green technologies such as cloud computing and data virtualization. GGR had no revenues until May 2010, at which time it started to recognize revenues from providing training classes.

Results of Operations

The Company had $5632,~~056~~201 in revenue for the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~2011 and no revenue for this period in ~~2009~~2010. ~~GGR~~ Nube, Inc. (“Nube”) commenced its training classes in May 2010.

Operating expenses for the three months ended ~~July~~January 31, ~~2010~~2011 totaled $~~184~~236,~~297~~865, an increase of $3147,~~642~~402 compared to the three months ended ~~July~~January 31, ~~2009. The operating expenses for the nine months ended July 31,~~ 2010 ~~were $812,536 an increase of $342,442 over the nine months ended July 31, 2009~~. Management increased expenses to pay for an awareness campaign for the changes in the Company to help support the value of the common stock. We also hired consultants to seek out acquisitions and provide accounting, legal and business management services. ~~We decreased all other office related expenses and expect to have new permanent office space during the fourth quarter of 2010.~~

1312

Interest expense for the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~2011 was $~~172~~149,~~165 and $201~~275,~~351,~~ compared to $~~4,397~~161 ~~and $13,148~~ in the three ~~and nine~~ months ended ~~July~~January 31, ~~2009~~2010. Interest expense has primarily increased as a result of the amortization of the debt discount on the notes payable of approximately $~~169~~147,~~000~~773 ~~and $192,000~~ during the three ~~and nine~~ months ended ~~July~~January 31, ~~2010~~2011. Management also expects that interest expense will continue to increase as ~~borrowing~~additional ~~for~~borrowings ~~expansion~~are is received.

~~During~~The Company recognized a gain on its derivative instruments of $675,993 during the ~~nine~~three months ended ~~July~~January 31, ~~2010,~~2011 ~~the~~related ~~Company~~to ~~recognized~~the aconvertible ~~gain~~promissory ofnotes ~~$683,804~~issued onduring the ~~sale~~three ofmonths ~~its~~ended ~~New Jersey subsidiary~~January 31, as2011 ~~a result~~and of the ~~Company’s~~year ~~new~~ended October 31, ~~business plan~~2010.

The Company recognized a gain on its derivative instruments of $63,583 and $20,020 during the three and nine months ended July 31, 2010. The derivative instruments are related to the convertible promissory notes issued during the nine months ended July 31, 2010 and accordingly, there was no such loss in the prior periods.

Liquidity and Capital Resources

During the years prior to October 31, ~~2009~~2010, the Company’s only significant source of working capital financing was Charter Management, LLC, which is owned by two former members of the Company’s Board of Directors. The financing from this source ~~will~~ceased ~~not~~in ~~continue~~January 2010 and current management is seeking new sources of credit and equity financing. WeDuring ~~borrowed~~the three months ended January 31, 2011, the Company raised approximately $9061,000 ~~from non-affiliates~~through ~~during~~ the ~~nine~~issuance ~~months~~of ~~ended~~notes ~~July 31~~payable and debentures and additional cash proceeds of approximately $111,000 ~~2010.~~from the issuance of notes payable and debentures during February and March 2011

OnThe ~~August~~Company’s working capital deficit decreased by $512,262 during the three months ended January 31, ~~2010~~2011, primarily as a result of the ~~Company~~gain ~~issued~~on aderivative instruments of approximately $15676,000 ~~convertible~~. ~~debenture~~The ~~that~~Company’s ~~matures~~working oncapital ~~March~~deficit was $849,675 at January 131, 2011. The ~~debenture~~Company ~~bears~~has ~~interest~~no atliquidity ~~9% per~~and ~~annum~~working ~~and~~capital is severely ~~convertible~~strained, ~~into~~as ~~shares~~credit lines have been fully utilized. Our working capital deficit is primarily a result of ~~common~~the ~~stock~~change atin and development of a ~~variable~~new ~~conversion~~core ~~price~~business asstrategy. ~~defined~~It inis ~~the~~expected ~~agreement~~that there will continue to be a working capital deficit until revenues increase significantly.

On August 31, 2010, the Company issued 3,500,000 for the payment of $35,000 of accounts payable and accrued expenses.

On September 2, 2010, the Company purchased Propalms International Ltd., a Nevada corporation, which was formed on August 24, 2010, (“Propalms International”) pursuant to a stock purchase agreement, dated August 31, 2010 (“Stock Purchase Agreement”), for 250,000,000 restricted common shares. Propalms International had no revenues and no liabilities and its assets consisted solely of an intangible asset, a worldwide marketing and sales agreement between Propalms Ltd, a UK corporation and Propalms International as of September 2, 2010. Propalms International will be responsible for overseeing the daily marketing, sales, and distribution network of Propalms software product line, which includes Propalms TSE 6.0, Propalms VPN, and Propalms VDI, and any new applications that are being developed, and in return will pay a royalty on the revenue generated by the current and future products agreement for the sales of several software products in the virtualization and cloud computing market. Propalms International will also manage the 48 distributors in the U.S., U.K., Japan and India, Canada, Western Europe plus several other international locations. Revenues from sales will begin immediately with additional revenues from maintenance and support dollars from prior sales by the licensor inuring to Propalms International. Propalms International’s costs will be managed by implementing an employee leasing program for an already trained product sales staff.

On September 3, 2010, the Company issued 10,800,000 common shares for the payment of accounts payable and accrued expenses of $108,000 and 1,500,000 shares for a capital raise of $3,333.

The Company’s working capital deficit decreased by $1,352,838 during the nine months ended July 31, 2010, primarily as a result of the settlement of the related party debt and the reduction of the liabilities of the Company’s New Jersey subsidiary due to the sale. The Company’s working capital deficit is primarily a result of the use of notes payable and cash on hand to fund expenses

incurred in prior years. The Company has minimal liquidity and working capital is severely strained. It is expected that there will continue to be a working capital deficit until revenues are generated. The Company’s working capital deficit will be positively impacted by the new businesses acquired and contracts received by our divisions. The Company expects the change in the businesses with which we participate and the acquisition of the construction management contracts and their size and scope will bring profitability and financing opportunities that have not formerly been available.

The addition of the construction management operations provides the expansion to markets such as alternative energy processing, medical treatment, and agricultural facilities. The contracts we have or are negotiating are all cost-plus based with the add-ons ranging from 8-11%. These new revenues and substantial profits are expected to bring us acceptable financing opportunities.

GGR provides training boot camps for ten days each twice per month and other software training classes. The attendance is between 14 and 20 trainee’s at each boot camp. The fees are $9,500 per boot camp session with a net profit of approximately 30%. The Company is searching for additional trainers and selecting sites around the country to have at least five sessions going concurrently. Its marketing plan began in May 2010. We are also in negotiations with major computer and software sellers to provide training for them which may enhance our revenue substantially while costing us a very limited amount for marketing.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

Critical Accounting Policies and Estimates

~~Except~~There ashas ~~described below, there have~~ been no changes to our critical accounting policies induring the ~~nine~~three months ended ~~July~~January 31, ~~2010~~2011. Critical accounting policies and the significant estimates made in accordance with them are discussed under “Critical Accounting Policies” in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, ~~2009~~2010.

Intangible Assets

The Company reviews intangible assets for impairment annually, or more frequently if impairment indicators arise, and the intangible assets are written off when impaired. Impairment, if any, would be determined based on an implied fair value model for determining the carrying value of the intangible assets. The impairment test is a two-step process. The first step requires comparing the fair value of each reporting unit to its net book value. The Company uses management estimates of future cash flows to perform the first step of the intangible assets’ impairment test. Estimates made by management include assumptions about future conditions such as future revenues, gross margins and operating expenses. The second step is only performed if impairment is indicated after the first step has been performed, as it involves measuring the actual impairment to the intangible assets. No impairment of the intangible assets was recorded for the three and nine months ended July 31, 2010.

Training Software and Contract Costs

Training software and contract costs will be amortized over the estimated useful lives of the software and average remaining terms of the contracts. As of July 31, 2010, the software has not been placed in service, and management is still evaluating the appropriate amortization periods for these assets.

Business Combinations

The Company accounts for business combinations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (guidance formerly reflected in Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations”) (“Topic 805”). Topic 805 establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. Topic 805 also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.

Derivative Instruments

The Company has outstanding convertible debt instruments that contain embedded derivative features. The Company accounts for these derivatives in accordance with FASB ASC 815, “Accounting for Derivative Instruments and Hedging Activities,” including “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” In accordance with the provisions of ASC 815, the embedded derivatives are required to be bifurcated from the debt instrument and recorded as a liability at fair value on the balance sheet. Changes in the fair value of the derivatives are recorded at each reporting period and recorded in gain on derivative instruments, a separate component of other income (expenses).

Impact of Accounting Pronouncements

Please refer to Note 2 to our unaudited condensed consolidated financial statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4T4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within required time periods specified by the Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of ~~July~~January 31, ~~2010~~2011, the Company’s Chief Executive Officer and Chief Financial Officer (or persons performing similar functions) have concluded that such controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

The material weakness consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, our size prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in internal controls.

The term “internal control over financial reporting” (defined in SEC Rule 13a-15(f)) refers to the process of a company that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer (or persons performing similar functions), has evaluated any changes in the Company’s internal control over financial reporting that occurred during the three months covered by this quarterly report, and they have concluded that there was no change to the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

None.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

(Removed and Reserved)

None.

Item 5.

Other Information

None.

Item 6.

Exhibits


31.1		Certification of Chief Executive Officer pursuant to Sarbanes-Oxley Section 302

31.2		Certification of Chief Financial Officer pursuant to Sarbanes-Oxley Section 302

32.1		Certification of Chief Executive Officer pursuant to Sarbanes- Oxley Section 906

32.2		Certification of Chief Financial Officer pursuant to Sarbanes- Oxley Section 906

1714

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~~NX ~~Energy Services Company~~Global, Inc. By: /S/ ~~Owen~~David ~~Dukes~~F. ~~Owen~~LaFave ~~Dukes~~David F LaFave, Director and Chief Executive Officer and Chief Financial Officer

In accordance with the Exchange Act, this Report has been signed below on ~~September~~March 1522, ~~2010~~2011 by the following persons, on behalf of ~~the~~ the Registrant and in the capacities and on the dates indicated.

/S/ ~~Owen~~David ~~Dukes~~F. ~~Owen~~LaFave ~~Dukes~~David F LaFave, Director and Chief Executive Officer /S/ ~~Robert~~David ~~Zysblat~~F ~~Robert~~LaFave ~~Zysblat,~~David ~~Director~~F LaFave, ~~President and~~ Chief Financial Officer

1815

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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