SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON,~~

Washington, D.C. 20549

FORM ~~10-Q/A AMENDMENT NO. 1 (Mark~~10-Q

(Mark One) X

	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the quarterly period ended March 31, 2006;

or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2005; or __ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________to _______.
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from ____________ to ____________.

Commission File Number 0-18754 ~~------- BLACK WARRIOR WIRELINE CORP. ------------------------------------------------------------- (Exact~~

Warrior Energy Services Corporation

(Exact name of registrant as specified in its charter) DELAWARE 11-2904094 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S employer incorporation of organization) identification no.)

Delaware
(State or other jurisdiction of
incorporation of organization)

11-2904094
(I.R.S employer
identification no.)

100 ~~ROSECREST LANE, COLUMBUS, MISSISSIPPI~~Rosecrest Lane, Columbus, Mississippi 39701 ~~------------------------------------------------ (Address~~

(Address of principal executive offices, zip code)

(662) 329-1047 ~~------------------------------------------------ (Issuer's~~

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~YES X NO ------------- -------------~~

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer Accelerated filer Non-accelerated filer

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May ~~5, 2005, 12,499,528~~8, 2006, 10,964,791 shares of the ~~Registrant's~~Registrant’s Common Stock, $.0005 par value, were outstanding.

~~This Form 10-QSB/A is being filed~~

Introductory Statement. On April 24, 2006, Warrior Energy Services Corporation (the “Company”) completed an underwritten public offering of shares of its common stock. The Company sold, at the closing of the offering, 8,860,534 shares of its common stock for gross proceeds of $208.2 million and an additional 592,466 shares were sold by selling stockholders.

At the closing of the offering, the Company applied the net proceeds it received to ~~amend~~ the ~~Black Warrior Wireline Corp. (the "Company") Quarterly Report~~following:

the Company paid $25.0 million of principal and $0.5 in prepayment fees to the prepayment in full of indebtedness outstanding under its Second Lien Credit Agreement,

the Company paid $4.0 million of principal and $0.1 million in prepayment fees under its Senior Secured Credit Agreement,

the Company applied approximately $173.3 million to the repurchase or repayment of outstanding equity securities, including the repurchase of approximately 5.4 million shares of common stock issued on conversion of outstanding convertible notes and accrued interest and the repurchase of approximately 4.1 million common stock purchase warrants.

Except where otherwise stated, the financial information in this quarterly report on Form ~~10-QSB~~10-Q for the ~~fiscal~~ quarter ended March 31, ~~2005 in order~~2006 does not give effect to ~~correct a numerical error that appeared~~this reduction in the ~~fifth paragraph under~~Company’s outstanding indebtedness, the ~~caption ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -Liquidity~~increase in the number of shares of common stock outstanding and ~~Capital Resources - GECC Credit Facility. Generally, no attempt has been made~~the increase in the Company’s stockholders’ equity resulting from the completion of the transactions described above. For additional information regarding the effects of the completion of these transactions on April 24, 2006, see Note 11.Subsequent Events to the Notes to Condensed Financial Statements in this ~~Form 10-QSB/A~~quarterly report.

WARRIOR ENERGY SERVICES CORPORATION

QUARTERLY REPORT ON FORM 10-Q

INDEX

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Balance Sheets – March 31, 2006 (unaudited) and December 31, 2005	4

	Condensed Statements of Operations – Three Months Ended March 31, 2006 (unaudited) and March 31, 2005 (unaudited)	5

	Condensed Statements of Cash Flows – Three Months Ended March 31, 2006 (unaudited) and March 31, 2005 (unaudited)	6

	Notes to Condensed Financial Statements – Three Months ended March 31, 2006 (unaudited) and March 31, 2005 (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Qualitative and Quantitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II – OTHER INFORMATION

Item 6.	Exhibits	32

Back to ~~modify or update other disclosures presented~~Index

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Warrior Energy Services Corporation

Condensed Balance Sheets

	March 31, 2006			December 31, 2005

	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	701,031
Restricted cash		1,829,039			214,813
Accounts receivable, less allowance of $973,143		20,177,413			19,998,282
Other receivables		175,741			215,629
Prepaid expenses		3,455,308			7,314
Other current assets		1,989,551			1,969,273

Total current assets		27,627,052			23,106,342
Property, plant and equipment, less accumulated depreciation		34,573,001			31,750,477
Other assets		6,904,898			3,001,036
Goodwill		14,040,182			14,040,182
Other intangible assets		29,096,465			29,735,923

Total assets	$	112,241,598		$	101,633,960

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	7,495,224		$	6,699,944
Accrued salaries and vacation		3,120,897			2,926,975
Other accrued expenses		1,002,383			1,866,159
Accrued interest payable		510,537			282,337
Current maturities of long-term debt		10,499,891			5,168,880

Total current liabilities		22,628,932			16,944,295
Long-term debt, less current maturities		51,411,631			51,252,352
Non current accrued interest payable to related parties		18,972,134			18,150,795
Notes payable to related parties		21,902,375			21,902,375
Deferred taxes		10,338,693			8,955,590

Total liabilities		125,253,765			117,205,407

Stockholders’ deficit:
Preferred stock, $.0005 par value, 2,500,000 shares authorized, none issued at March 31, 2006 or December 31, 2005		—			—
Common stock, $.0005 par value, 35,000,000 shares authorized, 2,379,002 and 2,342,125 shares issued and outstanding March 31, 2006 and December 31, 2005, respectively		11,728			11,709
Additional paid-in capital		21,801,087			21,698,506
Accumulated deficit		(34,241,589	)		(36,698,269	)
Treasury stock, at cost		(583,393	)		(583,393	)

Total stockholders’ deficit		(13,012,167	)		(15,571,447	)

Total liabilities and stockholders’ deficit	$	112,241,598		$	101,633,960

See accompanying notes to the condensed financial statements.

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Warrior Energy Services Corporation

Condensed Statements of Operations

For the three months ended March 31, 2006 and March 31, 2005

	March 31, 2006		March 31, 2005

	(Unaudited)		(Unaudited)


Revenues	$	27,303,768	$	14,447,772
Operating costs		15,176,606		9,407,401
Selling, general and administrative expenses		3,532,246		2,159,380
Depreciation and amortization		2,697,904		1,283,656

Income from operations		5,897,012		1,597,335
Interest expense		1,999,216		961,583
Net gain on sale of fixed assets		1,500		—
Other income		18,851		10,552

Income before income taxes		3,918,147		646,304
Provision for income taxes		1,461,466		—

Net income	$	2,456,681	$	646,304

Net income per share - basic	$	1.03	$	.52

Net income per share - diluted	$	.56	$	.52

See accompanying notes to the condensed financial statements.

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Warrior Energy Services Corporation

Condensed Statements of Cash Flows

For the three months ended March 31, 2006 and March 31, 2005

	March 31, 2006			March 31, 2005

	(Unaudited)			(Unaudited)

Cash flows from operating activities:	$	3,351,614		$	1,824,080

Cash flows from investing activities:
Acquisitions of property, plant and equipment		(7,930,209	)		(2,045,385	)
Increase in restricted cash		(1,614,226	)		(934,144	)
Proceeds from sale of property, plant and equipment		1,500			—

Cash used in investing activities		(9,542,935	)		(2,979,529	)

Cash flows from financing activities:
Proceeds from bank and other borrowings		3,831,783			99,711
Principal payments on long-term debt, notes payable and capital lease obligations		(1,248,150	)		(1,271,415	)
Proceeds from working revolver, net		2,906,657			1,300,000

Cash provided by financing activities		5,490,290			128,296

Net decrease in cash and cash equivalents		(701,031	)		(1,027,153	)
Cash and cash equivalents, beginning of period		701,031			2,647,980

Cash and cash equivalents, end of period	$	—		$	1,620,827

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	949,677		$	142,530

Income taxes	$	90,000		$	—

See accompanying notes to the condensed financial statements.

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WARRIOR ENERGY SERVICES CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

1.	General

The accompanying condensed financial statements reflect all adjustments that, in the ~~original report~~opinion of management, are necessary for a fair presentation of the financial position of Warrior Energy Services Corporation (the “Company”). Such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. The Company’s Annual Report on Form ~~10-QSB except~~10-K for the fiscal year ended December 31, 2005 should be read in conjunction with this document.

The Company is a natural gas and oil well services company that provides cased-hole wireline and well intervention services to correct the numerical error. This Form 10-QSB/A does not reflect events occurring after the filing of the original Form 10-QSB or modify or update those disclosures. Information not affected by the correction of the numerical error is unchangedexploration and ~~reflects the disclosure made at the time of the original filing of the Form 10-QSB with the Securities and Exchange Commission on May 16, 2005. The following items have been amended as~~production (“E&P”) companies. As a result of the ~~restatement: BLACK WARRIOR WIRELINE CORP. QUARTERLY REPORT ON FORM 10-Q INDEX PART I~~Company’s acquisition of Bobcat Pressure Control, Inc. (“Bobcat”) on December 16, 2005, which represents the Company’s introduction into the well intervention services business, the Company currently operates in two business segments: wireline services and well intervention services. The Company’s wireline segment includes the business conducted prior to the Bobcat acquisition, and its well intervention segment includes the business conducted by Bobcat post-acquisition. The Company’s wireline services focus on cased-hole wireline operations, including logging services, perforating, mechanical services, pipe recovery and plugging and abandoning the well. The Company’s well intervention services are primarily hydraulic workover services, commonly known as snubbing services. All of the Company’s services are performed at the well site and are fundamental to establishing and maintaining the flow of natural gas and oil throughout the productive life of the well.

2.	Stock-Based Compensation

On January 1, 2006, the Company adopted the provisions of Statement 123 (revised 2004) (Statement 123(R)), Share-Based Payment,which revises Statement 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion 25, Accounting for Stock Issued to Employees. Statement 123(R) requires the Company to recognize expense related to the fair value of our stock-based compensation awards, including employee stock options.

Prior to the adoption of Statement 123(R), the Company accounted for stock-based compensation awards using the intrinsic value method of APB Opinion 25. Accordingly, the Company did not recognize compensation expense in our statement of operations for options granted that had an exercise price equal to the market value of the underlying common stock on the date of grant. However, the Company did record compensation expense related to restricted stock units based on the market value of our stock at the date of grant. As required by Statement 123, the Company also provided certain pro forma disclosures for stock-based awards as if the fair-value-based approach of Statement 123 had been applied.

The Company has elected to use the modified prospective transition method as permitted by Statement 123(R) and therefore has not restated its financial results for prior periods. Under this transition method, the Company will apply the provisions of Statement 123(R) to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Additionally, the Company will recognize compensation cost for the portion of awards for which the requisite service has not been rendered (unvested awards) that are outstanding as of January 1, 2006, as the remaining service is rendered. The compensation cost the Company records for these awards will be based on their grant-date fair value as calculated for the pro forma disclosures required by Statement 123.

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The Company’s pre-tax compensation cost for stock-based employee compensation was $102,600 ($64,330 after tax effects) for the three months ended March 31, 2006. As a result of the adoption of Statement 123(R), the Company’s financial results were lower than under our previous accounting method for share-based compensation by the following amounts:

	Three Months Ended March 31, 2006

Income before income taxes	$	102,600
Net income		64,330
Basic earnings per common share		0.03
Diluted earnings per common share		0.01

Prior to the adoption of Statement 123(R), the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. Statement 123(R) requires that cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) be classified as financing cash flows. As the Company has not fully utilized its net operating loss carryforwards, the excess tax benefit will not be recorded until the tax benefits are realized.

The following table illustrates the effect on net income after tax and net income per common share as if the Company had applied the fair value recognition provisions of Statement 123 to stock-based compensation for the three-month period ended March 31, 2005:

	Three Months Ended March 31, 2005


Net income:
Net income, as reported	$	646,304
Add: Stock-based employee compensation expense previously included in reported net income, net of related tax effects		—
Deduct: Stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		51,800

Pro forma net income	$	698,104

Basic and diluted earnings per common share:
As reported	$	0.52
Pro forma	$	0.56

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The fair value of options granted is estimated on the date of grant using the Black-Scholes option pricing model based on the assumptions in the table below.

	March 31, 2006

Expected term (years)	10.0
Risk-free interest rate	4.95	%
Volatility	118	%
Dividend yield	—

The expected term of the options is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the US Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on historical volatility of the Company’s stock. The Company has not historically issued any dividends and does not expect to in the future.

Stock option plans

The Company has three stock option plans with shares available for grant at March 31, 2006 as follows:

	Plan

	1997 Non-Employee		1997 Omnibus		2000 Incentive

Minimum exercise price as a percentage of fair market value at date of grant	100	%	100	%	100	%
Plan termination date	December 31, 2007		December 31, 2007		December 31, 2010
Shares available for grant at March 31, 2006	547,750		92,450		30,000

Option grants under all three plans have a contractual life of ten years. Option grants vest at various times under each plan and all options issued under the Company’s three plans are fully vested at March 31, 2006 with the exception of those issued in 2006. The Company recognizes compensation costs for these awards on a straight-line basis over the service period.

The following is a summary of the changes in outstanding options for the three months ended March 31, 2006:

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	Shares (000)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (000)

Outstanding at beginning of period	1,060	$	7.51	55 Months
Granted	150	$	7.50	117 Months
Exercised	—		—	—
Forfeited	—		—	—
Expired	—		—	—

Outstanding at end of period	1,210	$	7.51	55 Months	$	16,323

Vested or expected to vest at end of period	1,060	$	7.51	55 Months	$	14,299

Exercisable at end of period	1,060	$	7.51	55 Months	$	14,299

The weighted-average grant-date fair value of share options granted during the three months ended March 31, 2006 was $11.98.

2000 Incentive stock plan

The Company has an Incentive Stock Program wherein a total of 670,200 shares were still available for award at March 31, 2006. Delivery of incentive shares, and the associated compensation expense, is spread equally over the vesting period and is subject to the employee’s continued employment by the Company.

The following is a summary of the changes in non-vested shares for the three months ended March 31, 2006:

	Shares	Weighted Average Grant-Date Fair Value

Non-vested shares at December 31, 2005	—		—
Granted	150,000	$	11.98
Vested	—		—
Forfeited	—		—

Non-vested shares at March 31, 2006	150,000	$	11.98

Other information

As of March 31, 2006, the Company has $569,400 of total unrecognized compensation cost related to non-vested awards granted under our various share-based plans, which we expect to recognize over a weighted-average period of 3 years.

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3.	Earnings Per Share

The calculation of basic and diluted earning per share (“EPS”) is as follows:

	For the Three Months Ended,

	March 31, 2006					March 31, 2005

		Income (Numerator)	Shares (Denominator)		Per Share Amount		Income (Numerator)	Shares (Denominator)		Per Share Amount

Net income per share - basic	$	2,456,681	2,373,790	$	1.03	$	646,304	1,249,953	$	.52

Net income per share - diluted	$	3,278,020	5,875,800	$	0.56	$	646,304	1,249,953	$	.52

	Income (Numerator)		Weighted average number of outstanding shares (Denominator)	Amount per share

Basic EPS
Income available to common stockholders	$	2,456,681	2,373,790	$	1.03
Effects of dilutive securities
Options to purchase common stock			474,267
Warrants to purchase common stock			733,723
Convertible debt			2,294,020
Interest on convertible debt		821,339

Income available to common stockholders adjusted for interest expense of assumed conversion of convertible debt	$	3,278,020	5,875,800	$	0.56

Options and warrants to purchase 2,713,609 and 7,914,169 shares of common stock at prices ranging from $7.50 to $26.30 were outstanding during the three months ended March 31, 2006 and 2005, respectively. Of the 2,713,609 options and warrants outstanding at March 31, 2006, all but 500 are exercisable at $7.50 (see Note 7).

Convertible debt instruments, including convertible interest, which would result in the issuance of 5,413,437 and 5,429,863 shares of common stock, if the conversion features were exercised, were outstanding during the three months ended March 31, 2006 and 2005, respectively. The conversion price of these instruments is $7.50 per share as of March 31, 2006 (see Note 7).

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4.	Indebtedness

Senior Secured Credit Agreement

On December 16, 2005, the Company entered into the Senior Secured Credit Agreement with General Electric Capital Corporation (“GECC”), providing for a term loan and revolving and capital expenditure credit facilities in an aggregate amount of $50.0 million. The Senior Secured Credit Agreement amended, restated and modified the credit agreement the Company entered into with GECC as of September 14, 2001 and as it was amended and restated on November 14, 2004, including the amendments thereto. The Senior Secured Credit Agreement includes:

a revolving credit facility of up to $15.0 million, but not exceeding a borrowing base of 85% of the book value of eligible accounts receivable, less any reserves GECC may establish from time to time,

a term loan of $30.0 million, and

a one-year capital expenditure loan facility of up to $5.0 million, but not exceeding the lesser of 80% of the hard costs of eligible capital equipment and 75% of the forced liquidation value of eligible capital equipment, subject to adjustment by GECC.

Interest Rates. The annual interest rate on borrowings under the revolving loan facility is 0.75% above the index rate, and the annual interest rate on borrowings under the term loan and capital expenditure loan facility is 2.25% above the index rate. The index rate is a floating rate equal to the higher of (i) the rate publicly quoted from time to time by the Wall Street Journal as the prime rate, or (ii) the average of the rates on overnight Federal funds transactions among members of the Federal Reserve System plus 0.5%. The interest rate margin above the index rate may be adjusted from time to time on a quarterly basis based on the Company’s ratio of its funded debt to EBITDA for the trailing twelve months prior to the determination. Subject to the absence of an event of default and fulfillment of certain other conditions, the Company can elect to borrow or convert any loan and pay the annual interest at the LIBOR rate plus applicable margins of 2.25% on the revolving loan and 3.75% on the term loan and capital expenditure loan.

Collateral. Advances under the Senior Secured Credit Agreement are collateralized by a senior lien against substantially all of the Company’s assets.

Maturity of Loans. Borrowings under the revolving loan are able to be repaid and re-borrowed from time to time for working capital and general corporate needs, subject to the Company’s continuing compliance with the terms of the agreement. Any amounts outstanding under the revolving loan are due and payable on December 16, 2008. The term loan is to be repaid in 12 consecutive quarterly installments of $1.1 million commencing January 1, 2006 with a final installment of $16.8 million due and payable on January 1, 2009. The capital expenditure loan is to be repaid in eight consecutive quarterly installments with each quarterly installment equal to 1/20th of the borrowings funded prior to the expiration of the one-year term of the facility and with a final installment in the amount of the remaining principal balance due on December 16, 2008.

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Mandatory and Voluntary Prepayments. Borrowings under the Senior Secured Credit Agreement are subject to certain mandatory pre-payments including, among other requirements, pre-payment out of a portion of the net proceeds of any sale of stock by the Company in a public offering. The Company must apply the net proceeds from any sale of its stock, other than on exercise of existing warrants and conversion rights, occurring before December 31, 2006 to the prepayment of loans. On April 25, 2006, the Company applied $4.0 million out of the net proceeds of its underwritten public offering of common stock to the repayment of indebtedness outstanding under the Senior Secured Credit Agreement and paid approximately $40,000 in prepayment fees. See Note 11.Subsequent Events to the Notes to Condensed Financial Statements.

The Company is also required to prepay annually, commencing with the fiscal year ending December 31, 2006, loans and other outstanding obligations under the Senior Secured Credit Agreement in an amount equal to seventy-five percent 75% of the Company’s excess cash flow for the immediately preceding fiscal year.

The Company may at any time prepay all or part of the term loan or capital expenditure loan, permanently reduce or terminate the capital expenditure commitment, and permanently reduce but not terminate the revolving loan commitment, subject to the payment of certain pre-payment fees declining from 1.0% in the event the termination or reduction occurs during the first year, 0.5% in the event the termination or reduction occurs during the second year, and 0.25% in the event the termination or reduction occurs during the third year of the term of the Senior Secured Credit Agreement.

Second Lien Credit Agreement

On December 16, 2005, the Company entered into the Second Lien Credit Agreement with GECC, providing for a term loan $25.0 million. The annual interest rate on borrowings under the term loan was 6.0% above the index rate, as defined above. Initial borrowings under the Second Lien Credit Agreement advanced on December 16, 2005 of $25.0 million were used to pay a portion of the Bobcat acquisition purchase price. This indebtedness outstanding under the Second Lien Credit Agreement was repaid in full, including prepayment fees, on April 25, 2006 out of the net proceeds of the Company’s underwritten public offering of shares of its common stock. See Note 11.Subsequent Events to the Notes to Condensed Financial Statements.

Subordinated Indebtedness.

The Company had outstanding principal of and accrued interest on subordinated indebtedness at March 31, 2006 of approximately $40.9 million. The outstanding principal bore interest at 15% per annum. The principal and accrued interest was convertible into shares of the Company’s common stock at a per share conversion price of $7.50. Of this indebtedness, all $40.9 million of principal and accrued interest was converted into 5,413,437 shares of common stock at the closing of the Company’s public offering on April 24, 2006 and all but 117,507 of the shares issued were repurchased by the Company out of the net proceeds of the public offering. See Note 11.Subsequent Events to the Notes to Condensed Financial Statements.

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At March 31, 2006, the Company is in compliance with all covenants under both its Senior Secured Credit Agreement and Second Lien Credit Agreement.

5.	Commitments and Contingencies

The Company is a defendant in various legal actions in the ordinary course of business. Management does not believe the ultimate outcome of these actions will have a materially adverse effect on the financial position, results of operations or cash flows of the Company.

6.	Segment and Related Information

With the acquisition of Bobcat, the Company currently conducts its business through two operating segments as described below. The Company’s operating results include the operating results of Bobcat subsequent to its acquisition on December 16, 2005.

The accounting policies of the reportable segments are the same as those described in Note 4 of the Company’s Annual Report of Form 10-K for the fiscal year ended December 31, 2005. The Company evaluates the performance of its operating segments based on operating income and EBITDA. Segment information for the three months ended March 31, 2006 as well as for certain corporate expenses not allocated to the individual operating segments is as follows:

	Wireline		Well Intervention		Corporate			Total

Segment revenues	$	20,701,419	$	6,602,349	$	—		$	27,303,768
Segment operating and sg&a expenses	$	12,927,413	$	3,498,487	$	2,282,952		$	18,708,852
Segment depreciation and amortization	$	1,260,884	$	1,200,834	$	236,186		$	2,697,904
Segment operating income	$	6,513,122	$	1,903,028	$	(2,519,138	)	$	5,897,012
Segment EBITDA (1)	$	7,774,006	$	3,103,862	$	(2,282,952	)	$	8,594,916
Segment assets	$	58,123,244	$	53,675,064	$	443,290		$	112,241,598
Segment goodwill	$	1,237,417	$	12,802,765	$	—		$	14,040,182

(1) Reconciliation of EBITDA with net income:

Net income	$	2,456,681
Plus provision for income taxes		1,461,466
Less other income		(18,851	)
Less gain on sale of fixed assets		(1,500	)
Plus depreciation and amortization		2,697,904
Plus interest expense		1,999,216

EBITDA	$	8,594,916

Wireline Segment. The Company’s wireline segment, which accounted for 75.8% of its revenues for the three months ended March 31, 2006, operated a fleet of 56 cased-hole wireline trucks, 15 offshore wireline skids and four P&A packages as of March 31, 2006. Specific wireline services include: logging services such as cement bond evaluation, production logging and other measurements; pipe recovery services; and perforating and mechanical services such as setting plugs and packers. Other services in the wireline segment include plug and abandonment (“P&A”) services, which are used at the end of a well’s productive life, and tubing conveyed perforating (“TCP”), which is a method of perforating the casing in order to open the flow path in a well for hydrocarbons.

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The following is an analysis of the Company’s wireline segment operations for the quarters ended March 31, 2006 and 2005 (dollars in thousands):

	Revenue		Operating Income		Average Number of Units	Average Jobs Per Unit

2006:
First Quarter	$	20,701	$	6,513	73	48
2005:
First Quarter	$	14,448	$	1,597	61	46

Well Intervention Segment. The Company’s well intervention segment accounted for 24.2% of revenues for the three months ended March 31, 2006. The Company included well intervention revenues from the date of acquisition on December 16, 2005 only. The Company operated a fleet of 16 snubbing units as of March 31, 2006. The Company’s well intervention segment also includes other related oil field services, such as freezing services, hot tapping services, rental tools and fishing services.

The following is an analysis of the Company’s well intervention segment operations for the quarters ended March 31, 2006 and 2005 (dollars in thousands):

	Revenue		Operating Income		Average Number of Units	Utilization (1)

2006:
First Quarter	$	6,602	$	1,903	15	51
2005:
First Quarter		—	��	—	—	—

(1) utilization represents number of days units were on location performing services

7.	Related Party Transactions

At March 31, 2006, the Company had outstanding notes payable to SJMB, L.P. (“SJMB”) and St. James Capital Partners, L.P. (“SJCP”) and others who participated with SJMB in the purchase of promissory notes and warrants of the Company (collectively “the St. James Partnerships”). Both the chairman and an employee of SJMB, L.L.C., the general partner of SJMB, served on the Company’s Board of Directors at March 31, 2006. At March 31, 2005, such persons were the chairman and an employee of St. James Capital Corp., which was then the general partner of SJCP. At March 31, 2006 and 2005, notes due to the St. James Partnerships totaled $21.9 million and $23.0 million, respectively. The notes bore interest at 15% and were convertible into shares of common stock at a conversion price of $7.50 per share. The principal and accrued interest on this indebtedness was converted into 5,413,437 shares of common stock at the closing of the Company’s public offering on April 24, 2006 and all but 117,507 of the shares issued were repurchased by the Company out of the net proceeds of the public offering.

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8.	Issuance of Common Stock

The Company had outstanding at March 31, 2006 common stock purchase warrants, options and convertible debt securities entitled to purchase or to be converted into an aggregate 8,262,546 shares of the Company’s common stock at exercise and conversion prices ranging from $7.50 to $26.30. See Note 11.Subsequent Events to the Notes to Condensed Financial Statements for information regarding the repurchase of outstanding common stock purchase warrants, the exercise of stock options, the conversion of convertible debt securities, and the issuance of shares of common stock subsequent to March 31, 2006.

9.	Income Taxes

The difference between the statutory rate and the effective rate relates primarily to state income taxes. The Company has federal tax net operating loss carryforwards (NOL’s) that unless utilized, expire at various dates through 2024. The Company’s utilization of NOL’s is subject to a number of uncertainties including the ability to generate future taxable income. In addition, the Company has been subject to a number of “ownership changes” as defined under Internal Revenue Code Section 382. Section 382 imposes additional limitations on utilization of certain of the Company’s NOL’s. As a result, the Company has provided a valuation allowance on a portion of its NOL’s which are more likely than not to be unavailable for use due to these limitations. The Company currently anticipates that it will begin paying income taxes on its earnings in the last half of 2006 and in the second quarter of 2006 to the extent not offset by the Company’s remaining NOL’s.

10.

Recently Issued Accounting Pronouncements

In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments - ~~FINANCIAL INFORMATION Page ----~~ an amendment of FASB Statements No. 133 and 140” which is effective for fiscal years beginning after September 15, 2006. The statement was issued to clarify the application of FASB Statement No. 133 to beneficial interests in securitized financial assets and to improve the consistency of accounting for similar financial instruments, regardless of the form of the instruments. The Company has evaluated the new statement and determined that the potential impact on its financial statements would not be material.

In March 2006, the FASB issued Statement of Financial Accounting Standards No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140” which is effective for fiscal years beginning after September 15, 2006. This statement was issued to simplify the accounting for servicing rights and to reduce the volatility that results from using different measurement attributes. The Company has evaluated the new statement and has determined that it will not have a significant impact on the determination or reporting of its financial results.

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11.

Subsequent Event

(a)

On April 24, 2006, the Company completed an underwritten public offering of its common stock. In the offering, the Company sold an aggregate of 8,860,534 shares of its common stock. In addition, selling stockholders sold an additional 592,466 shares. The Company applied the net proceeds it received from the sale of the common stock approximately as follows:

(1) To repay $29.6 million of outstanding indebtedness under the Company’s credit agreements with GECC which includes each of the following:

(i)

$4.0 million under the Company’s existing Senior Secured Credit Agreement and $0.1 million in prepayment fees incurred, and

(ii)

$25.0 million under the Company’s Second Lien Credit Agreement and $0.5 million in prepayment fees; and

(2) $133.9 million to repurchase or repay the Company’s equity securities, which included each of the following:

(i)

$102.1 million to repurchase 4,762,223 of the 5,413,437 shares of common stock issued on conversion of outstanding convertible subordinated notes and accrued interest thereon, and

(ii)

$31.8 million to repurchase 4,075,528 of the Company’s 4,289,028 remaining outstanding common stock purchase warrants.

(3) The 592,466 shares of common stock sold by the selling stockholders in the underwritten public offering were issued concurrently with the public offering on conversion of $3.1 million principal amount of and accrued interest on outstanding convertible notes. In addition, also concurrently with the public offering, the holders of approximately $525,000 principal amount of and accrued interest on outstanding convertible notes converted the principal of and accrued interest on those notes into an aggregate of 117,507 shares of common stock.

As a consequence of the above transactions:

(A)

the Company’s outstanding indebtedness under its credit agreements with GECC was reduced by an aggregate of $29.0 million,

(B)

the Company’s outstanding indebtedness under its convertible notes and accrued interest thereon, which aggregated $40.9 million before the completion of the offering, was eliminated, and

(C)

the Company’s outstanding shares of common stock after reflecting those transactions increased by approximately 5.4 million shares and the Company’s stockholders’ equity increased by approximately $69.6 million.

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(b)

During the period April 1, 2006 through May 8, 2006, options granted under the Company’s Incentive Option Plan to purchase an aggregate of 279,350 shares of common stock were exercised resulting in total proceeds to the Company of $1.7 million.

(c)

In addition, during the period April 1, 2006 through May 8, 2006, the holders of 180,000 warrants exercised those warrants and purchased 135,897 shares of the Company’s common stock.

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Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~3 2~~ ~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL~~

Overview

The ~~Company's~~Company is a natural gas and oil well services company that provides cased-hole wireline and well intervention services to exploration and production (“E&P”) companies. The Company’s wireline services focus on cased-hole wireline operations, including logging services, perforating, mechanical services, pipe recovery and plugging and abandoning the well. The Company’s well intervention services are primarily hydraulic workover services, commonly known as snubbing services. All of the Company’s services are performed at the well site and are fundamental to establishing and maintaining the flow of natural gas and oil throughout the productive life of the well.

The Company’s results of operations are affected primarily by the extent of utilization and rates paid for its wireline and well intervention services, ~~and equipment. The energy services sector~~which is ~~completely~~ dependent upon the upstream spending by the ~~oil~~natural gas and ~~natural gas~~oil exploration and production ~~side~~companies that comprise its client base. The Company derives a majority of ~~the industry. A decline in oil and~~its revenues from services supporting production from existing natural gas ~~commodity~~and oil operations. Demand for these production-related services is less volatile than drilling-related services and tends to remain relatively stable, even in lower natural gas and oil price environments, as ongoing maintenance spending is required to sustain production. As natural gas and oil prices ~~can be expected to result in a decline in the~~reach higher levels, demand for the ~~Company's~~Company’s production-related services generally increases as its customers engage in more well servicing activities relating to existing wells to maintain or increase natural gas and oil production from those wells. Because some of the Company’s services are required to support drilling activities, the Company is subject to changes in capital spending by its customers as natural gas and oil prices increase or decrease.

As a result of the Company’s acquisition of Bobcat Pressure Control, Inc. (“Bobcat”) on December 16, 2005, which represents the Company’s introduction into the well intervention services business, the Company currently operates in two business segments: wireline services and ~~equipment.~~well intervention services. The Company’s wireline segment includes the business conducted prior to the Bobcat acquisition, and its well intervention segment includes the business conducted by Bobcat post-acquisition.

As is discussed in Note 11.Subsequent Events to the Notes to Condensed Financial Statements, as a consequence of the completion on April 24, 2006 of the Company’s underwritten public offering of shares of its common stock, it repaid a total of $29.0 of indebtedness owing to GECC under its Senior Secured Credit Agreement and Second Lien Credit Agreement. In addition, an aggregate of $40.6 million of principal and accrued interest on the Company’s subordinated indebtedness was converted into 5,413,437 shares of the Company’s common stock. The Company ~~believes~~repurchased out of the net proceeds from its public offering 5,295,930 of those shares issued on conversion of the principal and interest on the subordinated indebtedness, together with 1,104,094 shares that ~~information regarding~~were outstanding prior to the ~~count~~offering, and repurchased 4,075,528 of ~~active drilling rigs in use~~its common stock purchase warrants out of a total of 4,289,028 common stock purchase warrants that remained outstanding at the time of the public offering. In addition, the 592,466 shares of common stock sold by the selling stockholders in the ~~continental United States as well as offshore~~Company’s underwritten public offering were issued concurrently with the public offering on conversion of $3.1 million principal amount of and accrued interest on outstanding convertible notes. Also concurrently with the public offering, the holders of approximately $525,000 principal amount of and accrued interest on outstanding convertible notes converted the principal of and accrued interest on those notes into an aggregate of 117,507 shares of common stock. The effects of these transactions are not reflected in the ~~Gulf~~discussion below.

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Revenues

The majority of ~~Mexico can be used as an indicator of current likely~~the Company’s revenues are generated from major and large independent natural gas and oil companies. The primary factor influencing demand for ~~oil~~the Company’s services by those customers is their level of drilling and workover activity, which, in turn, depends primarily on the availability of drilling and workover prospects and current and anticipated future natural gas ~~well services. Fluctuations in~~and oil ~~and natural gas~~ commodity prices and production depletion rates.

The Company’s services are ~~frequently followed by fluctuations~~generally provided at a price based on bids submitted which in turn are based on the ~~number~~Company’s current pricing, equipment and crew availability and customer location and the nature of ~~active drilling rigs. The Company showed improvement in revenues during 2004 over 2003~~the service to be provided. These services are routinely provided to the Company’s customers and ~~2002 reflecting the increased count of active drilling rigs during those years. Inasmuch as oil and natural gas commodity prices~~ are subject to ~~frequent material fluctuations, there can be no assurance that~~ the ~~Company's~~customers’ time schedule, weather conditions, availability of the Company’s personnel and complexity of the operation. The Company’s wireline services generally take one to three days to perform while its well intervention services generally take two weeks or longer to perform. Service revenues ~~in 2005 will equal~~are recognized at the time services are performed.

The Company generally charges for its wireline services on a per-well entry basis and its well intervention services on a day-rate basis. Depending on the specific service, a per-well entry or ~~exceed~~day-rate may include one or more of these components: (1) a set-up charge, (2) an hourly service rate based on equipment and labor, (3) an equipment rental charge, (4) a consumables charge and (5) a mileage and fuel charge. The Company determines the rates charged through a competitive bid process on a job-by-job basis or, for larger customers, the Company may negotiate on an annual basis. Typically, work is performed on a “call out” basis, whereby the customer requests services on a job-specific basis, but does not guarantee work levels beyond the specific job bid.

During the three months ended March 31, 2006, approximately $20.7 million or 75.8% of the Company’s revenues were generated from wireline services and approximately $6.6 million or 24.2% of its revenues were generated from well intervention services. The Company’s revenues from wireline services during the quarter ended March 31, 2005 were approximately $14.4. Inasmuch as the Company entered the well intervention segment of its business in December 2005 with its acquisition of Bobcat, it had no revenues from this source in the quarter ended March 31, 2005. During the three months ended March 31, 2006, approximately 71.7% of the Company’s revenues were derived from onshore activities and approximately 28.3% of the Company’s revenues were derived from offshore activities. During the years ended December 31, 2005 and December 31, 2004, approximately 57.9% and ~~prior years. There can be no assurance~~49.9%, respectively, of the Company’s revenues were derived from onshore activities and approximately 42.1% and 50.1%, respectively, of the Company’s revenues were derived from offshore activities.

Cost and Expenses

Operating Costs. The Company’s operating costs are comprised primarily of labor expenses, repair and maintenance, material and fuel and insurance. In a competitive labor market in the industry, it is possible that the Company will ~~continue~~have to ~~experience any material~~raise wage rates to attract workers and retain or expand its current work force. The Company believes it will be able to increase service rates to its customers to compensate for wage rate increases. The Company also incurs costs to employ personnel to sell and supervise its services and perform maintenance on its fleet. These costs are not directly tied to the Company’s level of business activity. Because the Company seeks to retain its experienced and well-qualified employees during cyclical downturns in its business, and is required to pay severance under employment agreements that cover a portion of its workforce, the Company expects labor expenses to increase as a percentage of revenues during future cyclical downturns. Repair and maintenance is performed by the Company’s crews, company maintenance personnel and outside service providers. Increases in the ~~demand for~~Company’s material and ~~utilization~~fuel costs are frequently passed on to its customers. However, due to the timing of ~~its services~~the Company’s marketing and bidding cycles, there is generally a delay of several weeks or months from the time that it incurs an actual price increase until the time that the Company can pass on that increase to its customers. Insurance is generally a fixed cost regardless of utilization and relates to the number of rigs, trucks, skids, snubbing units and other equipment in the Company’s fleet, employee payroll and safety record.

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Selling, General and Administrative Expenses. The Company’s selling, general and administrative expenses include administrative, marketing, employee compensation and related benefits, office and lease expenses, insurance costs and professional fees, as well as other costs and expenses not directly related to field operations. The Company’s management regularly evaluates the level of the Company’s general and administrative expenses in relation to its revenue because these expenses have a direct impact on the Company’s profitability. The Company expects to incur additional expense in future periods relating to incentive compensation paid to employees.

Interest Expense. Interest expense consists of interest associated with the Company’s revolving line of credit, term loan, convertible notes and other debt as described in the notes to the Company’s financial statements contained elsewhere in this Report. As a result of the Company’s public offering completed on April 24, 2006, the Company’s debt levels, as a consequence of the application of the net proceeds from that offering, will ~~achieve profitability. On~~be substantially lower than their levels as of March 31, 2006. In addition, the Company’s effective borrowing rate is substantially less than that associated with its outstanding convertible subordinated debt outstanding at March 31, 2006 which was converted to equity in connection with the public offering. Accordingly, subsequent to April ~~28,~~24, 2006, interest expense will be substantially lower than the levels of interest expense following the Company’s acquisition of Bobcat. Interest income primarily consists of interest earned on the Company’s cash balances.

Depreciation Expense. The Company’s depreciation expense is based on estimates, assumptions and judgments relative to capitalized costs, useful lives and salvage values of the Company’s assets. The Company generally computes depreciation using the straight-line method.

Income Taxes. At December 31, 2005, the Company ~~announced~~had approximately $29.3 million of net operating losses (“NOL’s”) available to offset future taxable income. A portion of these NOL’s will be available to reduce taxable income in 2006. However, a significant portion of these NOL’s are subject to IRS Section 382 limitations which restrict to the Company’s ability to use them to reduce taxable income.

The Company is required to record a valuation allowance when it is more likely than not that itsome portion or all of the deferred tax assets will not be realized. At December 31, 2005 the Company has ~~entered into~~recorded a ~~Letter~~valuation allowance of ~~Intent~~$6.4 million against the gross deferred tax asset.

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In assessing the realizability of deferred tax assets, management considers future reversals of existing deferred tax liabilities, projected future taxable income exclusive of temporary differences and available tax planning strategies. In 2005, the Company recorded a decrease in the valuation allowance of $8.2 million. The decrease was recorded as a $3.0 million reduction of the provision for income taxes and as a $5.2 million reduction of the deferred tax liability and goodwill associated with ~~affiliates of Centre Partners Management LLC and Centre Southwest Partners LLC (collectively "Centre") for~~ the acquisition of Bobcat.

Results of Operations

The following discussion includes the results of operations of Bobcat for the quarter ended March 31, 2006. For further information relating to the results of operations of Bobcat prior to the completion of the acquisition through September 30, 2005 and pro forma financial information reflecting the combined results of operations of the Company ~~by an affiliate of Centre. The transaction is subject to, among other things,~~and Bobcat for the ~~preparation and execution of definitive legal documentation~~nine months ended September 30, 2005 and the ~~approval~~year ended December 31, 2004, see the Company’s Amendment No. 1 to its Current Report on Form 8-K filed on February 22, 2006. See also Note 2 to the Notes to Financial Statements For the Years Ended December 31, 2005, 2004 and 2003 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 for the pro forma statements of operations of the ~~stockholders~~Company and Bobcat for the years ended December 31, 2005 and 2004.

Quarter Ended March 31, 2006 Compared to Quarter Ended March 31, 2005

Revenues

The Company’s total revenues increased by approximately $12.9 million for the quarter ended March 31, 2006 as compared to the quarter ended March 31, 2005. This increase in revenues was primarily the result of improved pricing and increased utilization of the ~~Company. If completed,~~Company’s services due to the ~~transaction will result~~increase in ~~payment~~well maintenance and drilling activity caused by higher natural gas and oil prices and the inclusion of ~~merger consideration to each Company stockholder~~revenues from the well intervention segment for the full quarter. The Company’s wireline segment revenue increased by $6.3 million for the period with the addition of ~~$0.75 per share. The transaction would result in~~eight wireline units during the repayment or assumption at closing by the acquirer of substantially all of the outstanding liabilities and indebtedness of the Company. The Company cannot make any assurance that the transaction will be completed or, if completed, that it will be completed on the terms announced. RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCHyear ended December 31, 2005 ~~COMPARED TO THREE MONTHS ENDED MARCH~~and five wireline units during the three months ended March 31, ~~2004~~2006. The ~~Company sold~~Company’s well intervention segment revenues were $6.6 million for the period with its ~~directional drilling division business on August 6, 2004 and the operations~~acquisition of ~~this division are reported~~Bobcat in ~~the financial statements included in this Report as discontinued operations. The comparisons detailed below reflect the Company's continuing operations.~~ December 2005.

The following table sets forth the ~~Company's~~Company’s revenues from its ~~continuing operations~~wireline service and well intervention service segments for the three months ended March 31, 2006 and 2005. The Company entered into the well intervention service segment in December 2005 with its acquisition of Bobcat and ~~2004, respectively: THREE MONTHS ENDED MARCH~~had no revenues from this segment during the three months ended March 31, 2005.

	Three Months Ended,

	2006		2005

Wireline segment revenues	$	20,701,419	$	14,447,772
Well intervention segment revenues		6,602,349		—

	$	27,303,768	$	14,447,772

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The following is an analysis of the Company’s wireline segment operations for the quarters ended March 31, 2006 and 2005 ~~MARCH~~(dollars in thousands):

	Revenue		Operating Income		Average Number of Units	Average Jobs Per Unit

2006:
First Quarter	$	20,701	$	6,513	73	48
2005:
First Quarter	$	14,448	$	1,597	61	46

The following is an analysis of the Company’s well intervention segment operations for the quarters ended March 31, ~~2004 ------------------------ ------------------------- $14,447,772 $10,539,320 3~~ ~~Total revenues~~2006 and 2005 (dollars in thousands):

	Revenue		Operating Income		Average Number of Units	Utilization (1)

2006:
First Quarter	$	6,602	$	1,903	15	51
2005:
First Quarter		—		—	—	—

(1) Utilization represents number of days units were on location performing services

Operating Costs

The Company’s operating costs increased by approximately ~~$3.9 million to approximately $14.4~~$5.8 million for the three months ended March 31, 2005 as compared to total revenues of approximately $10.5 million for the three months ended March 31, 2004. Revenues for the three months ended March 31, 2005 increased as a result of an increase in the demand for the Company's services which primarily resulted from continued high prices for oil and natural gas and increased drilling activity, evidenced by the higher rig count.. Operating costs increased by approximately $1.8 million for the three months ended March 31, 2005,2006 as compared to the same period of ~~2004.~~2005. Operating costs were ~~65.1%~~55.6% of revenues for the three months ended March 31, ~~2005~~2006, as compared ~~with 72.2%~~to 65.1% of revenues for the same ~~periods in 2004.~~period of 2005. The decrease in operating costs as a percentage of revenues was primarily the result of the higher ~~overall level of activities~~utilization and pricing in the ~~three months~~quarter ended March 31, ~~2005~~2006 compared with ~~2004.~~2005 as well as the contribution to income from operations from the well intervention segment. Salaries and benefits increased by approximately ~~$1.2~~$3.3 million for the ~~three months~~quarter ended March 31, ~~2005,~~2006, as compared to the same period in ~~2004.~~2005. Total number of employees increased from ~~278 at March 31, 2004 to~~ 340 at March 31, ~~2005.~~2005 and 480 at December 31, 2005 to 497 at March 31, 2006. The increase in salaries and benefits is primarily due to the increase in ~~employee levels from 2004.~~ the number of employees in 2006 versus 2005.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by approximately ~~$48,000 to $2.2~~$1.4 million infor the three months ended March 31, ~~2005.~~2006. As a percentage of revenues, selling, general and administrative expenses decreased to 14.9% in the three months ended March 31, 2005 from 20.0% in 2004. Depreciation and amortization increased by approximately $85,000 in the three months ended March 31, 2005 to $1.3 million or 8.9% of revenues, from approximately $1.2 million or 11.4% of revenues for 2004. The increase was primarily due to additions of approximately $7.6 million for property, plant and equipment for the twelve months ended March 31, 2005. Interest expense and amortization of debt discount decreased by approximately $389,00012.9% for the three months ended March 31, ~~2005 as compared to~~2006, from 14.9% in for the same period in ~~2004. The decline~~2005 due to relatively constant expenses and increased revenues which offset increases in interest expense is attributable to the reduction in the Company's senior debt outstanding. See "Note 9 of Notes to Financial Statements" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The Company's net income for the quarter ended March 31, 2005 wasinsurance, professional fees and stock compensation expense.

Depreciation and Amortization

Depreciation and amortization increased by approximately $646,000 compared with a net loss of approximately $3.0 million for the quarter ended March 31, 2004. The net income for the quarter ended March 31, 2005 was the result of an increase in revenues resulting from an increase in demand for the Company's services. LIQUIDITY AND CAPITAL RESOURCES Cash provided by the Company's operating activities was approximately $1.8$1.4 million for the three months ended March 31, 2006. The increase was primarily due to the Bobcat acquisition and the amortization of intangible assets acquired in the Bobcat acquisition.

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Interest Expense

Interest expense and amortization of debt discount increased by approximately $1.0 million for the three months ended March 31, 2006, as compared to the same period in 2005. The increase in interest expense is primarily attributable to the increase in the Company’s senior debt outstanding as a result of the Bobcat acquisition in December 2005.

Other Income

Other income increased by approximately $8,000 for the three months ended March 31, 2006, as compared to the same period in 2005.

Income Taxes

The provision for income taxes was approximately $1.5 million for the three months ended March 31, 2006 and $0 in the same period of 2005. The Company utilized available NOL’s to substantially reduce the amount of taxes payable. However, no change in the valuation allowance occurred during the period ended March 31, 2006. For the period ended March 31, 2005, the Company recorded a decrease in the valuation allowance which resulted in the provision for income taxes being reduced to $0.

Net Income

Net income for the three months ended March 31, 2006 was approximately $2.5 million compared with net income of approximately $646,000 for the same period of 2005. The improved results for the three months ended March 31, 2006 over the same period in 2005 was primarily the result of an increase in revenues reflecting an increase in demand for the Company’s services which resulted in improved pricing and utilization of the Company’s wireline and well intervention services.

Liquidity and Capital Resources

The Company’s primary liquidity needs are to fund capital expenditures, such as expanding its wireline and well intervention services, geographic expansion, acquiring and upgrading trucks, skids and snubbing units, the addition of complementary service lines and funding general working capital needs. In addition, the Company needs capital to fund strategic business acquisitions. The Company’s primary sources of funds have historically been cash flow from operations, proceeds from borrowings under bank credit facilities and the issuance of debt. Upon completion of the Company’s public offering in April 2006, the Company anticipates that it will rely on cash generated from operations, borrowings under its revolving credit facility and possible debt and equity offerings to satisfy its liquidity needs. The Company believes that with the current and anticipated operating environment of the natural gas and oil industry, it will be able to meet its liquidity requirements for the remainder of 2006. In addition to funding operating expenses, cash requirements for 2006 are expected to be comprised mainly of amortization payments on indebtedness and funding capital improvements. The Company’s planned growth initiatives are expected to require capital expenditures of in excess of $100.0 million through approximately December 31, 2008. The Company’s ability to fund planned capital expenditures and to make acquisitions will depend upon its future operating performance, and more broadly, on the availability of equity and debt financing, which will be affected by prevailing economic conditions in the Company’s industry, and general financial, business and other factors, some of which are beyond the Company’s control.

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At March 31, 2006, the Company’s outstanding indebtedness included primarily senior indebtedness aggregating approximately $58.1 million, other indebtedness of approximately $3.8 million and approximately $40.9 million (including approximately $19.0 million of accrued interest) owing primarily to the holders of subordinated notes. As a result of the completion of the underwritten offering of shares of its common stock and the application of the net proceeds and the conversion of outstanding subordinated indebtedness into equity subsequent to March 31, 2006, the Company’s senior secured indebtedness was reduced by approximately $29.0 million and its subordinated indebtedness, including accrued interest, was eliminated. See Note 11.Subsequent Events to the Notes to Condensed Financial Statements for a further discussion of these transactions.

Cash provided by the Company’s operating activities was approximately $3.4 million (including a use of cash of $3.5 million for financing of the Company’s insurance premiums) for the three months ended March 31, 2006 as compared to cash ~~used~~provided of approximately ~~$2.0~~$1.8 million for the same period in ~~2004. Cash flows from~~2005. The increase in cash provided by operating activities ~~increased by approximately $3.8 million during the three months ended March 31, 2005~~was due mainly as a result in the increase in demand for the ~~Company's~~Company’s services. ~~Investing activities used cash of approximately $2.0 million during the three months ended March 31, 2005 for the acquisition of property, plant and equipment.~~ During the three months ended March 31, ~~2004,~~2006, investing activities used cash of approximately ~~$1.9~~$7.9 million for the acquisition of property, plant and ~~equipment.~~equipment as compared to $2.0 million for the same period in 2005. During the three months ended March 31, 2006, financing activities used cash of approximately $1.2 million for principal payments on debt offset by proceeds from bank and other borrowings and net draws on working capital revolving loans of approximately $6.7 million. During the three months ended March 31, 2005, financing activities used cash of approximately $1.3 million for principal payments on debt offset by proceeds onfrom bank and other borrowings and net draws on working capital revolving loans ~~and other borrowings~~ of approximately $1.4 million. ~~For~~

The Company and the ~~same period~~former holders of the equity securities purchased by the Company out of the proceeds of the Company’s public offering are currently in ~~2004, financing activities provided cash~~discussions regarding the allocation of ~~approximately $2.4 million from proceeds from bank~~fees and ~~other borrowings offset by principal payments on debt and net payments on working capital revolving loans of approximately $3.1 million. 4~~ The Company's outstanding indebtedness includes primarily senior indebtedness aggregating approximately $8.8 million at March 31, 2005, other indebtedness of approximately $1.9 million and approximately $41.0 million (including approximately $18.0 million of accrued interest) owingexpenses related to the ~~St. James Partnerships. GECC~~offering in arriving at the amount payable to the former holders. The Company believes that any additional amount determined to be payable to such persons would not be material to its financial condition.

Senior Secured Credit ~~Facility.~~ Agreement

On ~~November 14, 2004,~~December 16, 2005, the Company entered into the ~~Restated~~Senior Secured Credit Agreement with GECC, providing for ~~the extension of~~a term loan and revolving and ~~term~~capital expenditure credit facilities ~~to the Company aggregating up to $18.0~~in an aggregate amount of $50.0 million. The ~~Restated~~Senior Secured Credit Agreement ~~amends, restates and modifies the Original Credit Agreement entered into as of September 14, 2001, including the amendments thereto. The Restated Credit Agreement includes~~ includes:

a revolving ~~loan~~credit facility of up to ~~$10.0~~$15.0 million, but not exceeding a borrowing base of 85% of the book value of eligible accounts receivable, ~~and~~ less any reserves GECC may establish from time to time,

a term loan of ~~$8.0 million. Eligible accounts are defined~~$30.0 million, and

a one-year capital expenditure loan facility of up to ~~exclude, among other items~~$5.0 million, but not exceeding the lesser of 80% of the hard costs of eligible capital equipment and 75% of the forced liquidation value of eligible capital equipment, subject to ~~certain exceptions, accounts outstanding~~adjustment by GECC.

GECC’s agreement to make revolving loans expires on December 16, 2008 and its agreement to make capital expenditure loans expires on December 16, 2006, unless earlier terminated under the terms of ~~debtors that are more than 60 days overdue or 90 days following~~ the original invoice date and of debtors that have suspended business or commenced various insolvency proceedings and accounts with reserves established against them to the extent of such reserves as GECC may set from time to time in its reasonable credit judgment.Senior Secured Credit Agreement. The annual interest rate on borrowings under the revolving loan facility is ~~1.75%~~0.75% above ~~a base~~the index rate, and the annual interest rate on borrowings under the term loan and capital expenditure loan facility is ~~2.5%~~2.25% above the ~~base~~index rate. The ~~base~~index rate is a floating rate equal to the higher of (i) the rate publicly quoted from time to time by the Wall Street Journal as the ~~base~~prime rate, ~~on corporate loans posted by at least 75% of the nation's thirty largest banks,~~ or (ii) the average of the rates on overnight Federal funds transactions byamong members of the Federal Reserve System plus 0.5%. Subject to the absence of an event of default and fulfillment of certain other conditions, the Company can elect to borrow or convert any loan and pay the annual interest at the LIBOR rate plus applicable margins of ~~3.25%~~2.25% on the revolving loan and ~~4.0%~~3.75% on the term loan and capital expenditure loan. ~~If an event of default has occurred, the interest rate is increased by 2%.~~

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Advances under the ~~Restated~~Senior Secured Credit Agreement are collateralized by a senior lien against substantially all of the ~~Company's~~Company’s assets. The Restated Credit Agreement expires on November 14, 2007. Initial borrowings under the Restated Credit Agreement advanced on September 14, 2004 were $8.0 million borrowed under the term loan. No borrowings were made under the revolving loan at that time. Proceeds of the initial borrowings were used to repay indebtedness outstanding under a capex loan under the Original Credit Agreement in the amount of approximately $4.3 million, approximately $1.8 million was placed in escrow for the possible repayment of principal and accrued interest on subordinated secured indebtedness and approximately $1.9 million was borrowed to be used by the Company for general corporate purposes. Any funds placed in escrow not used for the repayment of subordinated secured indebtedness were returned to the Company.

Borrowings under the revolving loan are able to be repaid and re-borrowed from time to time for working capital and general corporate needs, subject to the ~~Company's~~Company’s continuing compliance with the terms of the ~~agreement, with the~~agreement. Any amounts outstanding ~~balance of~~under the revolving loan ~~to be paid in full at the expiration of the Restated Credit Agreement~~are due and payable on ~~November 14, 2007.~~December 16, 2008. The term loan is to be repaid in ~~35 equal monthly~~12 consecutive quarterly installments of ~~$133,333~~$1.1 million commencing January 1, 2006 with a final installment of ~~$3,333,345~~$16.8 million due and payable on ~~November 14, 2007. 5~~ ~~At March 31, 2005,~~January 1, 2009. The capital expenditure loan is to be repaid in eight consecutive quarterly installments with each quarterly installment equal to 1/20th of the borrowings ~~under~~funded prior to the expiration of the one-year term ~~loan were $7.5 million~~of the facility and ~~borrowings under~~with a final installment in the ~~revolving loan were $1.3 million.~~ amount of the remaining principal balance due on December 16, 2008.

Borrowings under the ~~Restated~~Senior Secured Credit Agreement ~~may be prepaid or~~are subject to certain mandatory pre-payments including, among other requirements, pre-payment out of a portion of the ~~facility terminated or reduced~~net proceeds of any sale of stock by the Company in a public offering. The Company must apply the net proceeds from any sale of its stock, other than on exercise of existing warrants and conversion rights, occurring before December 31, 2006 to the prepayment of loans. If the Company issues any shares of common stock, other than as described above, or any debt at any time, ~~subject to~~ the payment of certain pre-payment fees declining from 3% to 1% in the event the termination or reduction during the first, second or third year of the term of the Restated Credit Agreement, providing a reduced fee is payable in the event the indebtedness is prepaid out of the proceeds of a sale of the Company prior to June 30, 2005. The Company is required to prepay ~~borrowings out~~the loans outstanding under the Senior Secured Credit Agreement in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs. The Company is also required to prepay annually, commencing with the fiscal year ending December 31, 2006, loans and other outstanding obligations under the Senior Secured Credit Agreement in an amount equal to 75% of the net proceeds from the sale of any assets, subject to certain exceptions, or the stock of any subsidiary, the net proceeds from the sale of any stock or debt securities by the Company, and any borrowings inCompany’s excess of the applicable borrowing availability, including borrowings under the term loan in excess of 70% of the forced liquidation value of eligible term loan equipment. The forced liquidation value of the eligible term loan equipment is established by appraisal conducted from time to time but not more than twice per year. Initial borrowings under the Restated Credit Agreement were subject to the fulfillment at or before the closing of a number of closing conditions, including among others, the accuracy of the representations and warranties made by the Company in the loan agreement, delivery of executed loan documents, officers' certificates, an opinion of counsel, the extension of the maturity date of approximately $23.0 million principal amount of the Company's outstanding subordinated notes to a date 90 days after the maturity date of the Restated Credit Facility with no payments of principal or interest to be made prior to that date, and the completion of legal due diligence. Future advances are subject to the continuing accuracy of the Company's representations and warranties as of such date (other than those relating expressly to an earlier date), the absence of any event or circumstance constituting a "material adverse effect,"cash flow, as defined, for the absence of any default or event of default under the Restated Credit Agreement, and the borrowings not exceeding the applicable borrowing availability under the Restated Credit Agreement, after giving effect to such advance. A "material adverse effect" is defined to include an event having a material adverse effect on the Company's business, assets, operations, prospects or financial or other condition, on the Company's ability to pay the loans, or on the collateral and also includes a decline in the "Average Rig Count" (excluding Canada and international rigs) published by Baker Hughes, Inc. falling below 675 for 12 consecutive weeks. immediately preceding fiscal year.

Under the ~~Restated~~Senior Secured Credit Agreement, the Company is obligated to maintain compliance with a number of affirmative and negative ~~covenants. Affirmative~~ covenants, the Company must comply with include requirements to maintain its corporate existence and continue the conduct of its business substantially as conducted in November 2004, promptly pay all taxes and governmental assessments and levies, maintain its corporate records, maintain insurance, comply with applicable laws and regulations, provide supplemental disclosure to the lenders, conduct its affairs without violating the intellectual property of others, conduct its operations in compliance with environmental laws and provide a mortgage or deed of trust to the lenders granting a first lien on the Company's real estate upon the request of the lenders, and provide certificates of title on newly acquired equipment with the lender's lien noted. 6 ~~Negative covenants the Company may not violate include,~~including, among others, ~~(i) forming or acquiring~~ a ~~subsidiary,~~prohibition on merging with, acquiring all or substantially all the assets or stock of, or otherwise combining with or acquiring, another person, ~~(ii) making an investment in or loan to another person, (iii)~~ incurring any indebtedness other than specified permitted indebtedness, ~~(iv) entering into any transaction with an affiliate except on fair~~ and reasonable terms no less favorable than would be obtained from a non-affiliated person, (v) making loans to employees in amounts exceeding $50,000 to any employee and a maximum of $250,000 in the aggregate, (vi) making any change in its business objectives or operations that could adversely affect repayment of the loans or in its capital structure, including the issuance of any stock, warrants or convertible securities or any revision in the terms of outstanding stock except for permitted payments to holders of subordinated debt and options granted under an existing or future incentive option plan, amend its charter or by-laws in a manner that would adversely affect the duty or ability of the Company to repay the indebtedness, or engage in any business other than that engaged in by it on November 14, 2004 (vii) creating or permitting to exist any liens on its properties or assets, with the exception of those granted to the lenders or in existence on the date of making the loan, (viii) selling any of its properties or other assets, including the stock of any subsidiary, except inventory in the ordinary course of business and equipment or fixtures with a value not exceeding $100,000 per transaction and $250,000 per year, (ix) failing to comply with the various financial covenants in the loan agreement, (x) making any restricted ~~payment,~~payments, including payment of dividends, stock or warrant redemptions, repaying subordinated ~~debt, rescission of~~notes, except as otherwise permitted under the sale of outstanding stock, (xi) making any payments to stockholders of the Company other than compensation to employees and payments of management fees to any stockholder or affiliate of the Company, or (xii) amending or changing the terms of the Company's subordinated debt.Senior Secured Credit Agreement. The financial ~~covenants~~ covenants:

prohibit the Company from making capital expenditures in the fiscal year ending December 31, 2006 in excess of an aggregate of $10.0 million and in any fiscal year thereafter in an aggregate amount exceeding ~~$3.0~~$6.5 million ~~and require~~(excluding amounts financed under its capital expenditure loan facility), plus in any subsequent period the amount by which the permitted amount of capital expenditures exceeds the amount of capital expenditures expended in the prior period.

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Require the Company to have at the end of each fiscal quarter ~~commencing with~~and for the ~~quarter ending December 31, 2004~~12-month period then ended, a ratio of ~~EDITDA~~(a) EBITDA minus capital expenditures paid in cash during such period, excluding capital expenditures financed under the Senior Secured Credit Agreement, minus income taxes paid in cash during such period to (b) fixed charges including, ~~interest expense, scheduled payments~~with certain exceptions, the total of principal ~~capital expenditures paid~~ and ~~income taxes paid, for the twelve months then ended~~interest payments during such period, of ~~1.5 to~~ not less than 1.5:1.0. For the purpose of ~~such calculation, fixed charges~~calculating the ratio for the ~~twelve months ended December 31, 2004 are calculated as the fixed charges for the quarter ended December 31, 2004 multiplied by four, fixed charges for the twelve months ended~~fiscal quarters ending March 31, ~~2005 are calculated as the fixed charges for the six months ended March 31, 2005 multiplied by two,~~2006, June 30, 2006 and September 30, 2006, EBITDA and fixed charges are to be measured for the ~~twelve~~period commencing on January 1, 2006 and ending on the last day of such fiscal quarter.

Require the Company to have, at the end of each fiscal month, a ratio of funded debt to EBITDA as of the last day of such fiscal month and for the 12-month period then ended of not more than the following:

2.25:1.00 for the fiscal months ~~ended~~ending on January 31, 2006 through March 31, 2006;

2.25:1.00 for the fiscal months ending on April 30, 2006 through June 30, ~~2005 are calculated as the fixed charges~~2006;

2.00:1.00 for the ~~nine~~fiscal months ending on July 31, 2006 through March 31, 2007; and

1.75:1.00 for each fiscal month ending thereafter.

Require the Company to have, at the end of each fiscal month, EBITDA for the 12-month period then ended of not less than the following:

$33,000,000 for the fiscal months ending on January 31, 2006 through March 31, 2006;

$33,000,000 for the fiscal months ending on April 30, 2006 through June 30, ~~2005 multiplied by one~~2006;

$34,000,000 for the fiscal months ending on July 31, 2006 through December 31, 2006; and ~~one-third.~~

$35,000,000 for each fiscal month ending thereafter.

Events of default under the ~~Restated~~Senior Secured Credit Agreement include, among others ~~(a)~~ and subject to certain limitations,

the failure to ~~pay when due~~make any payment of principal, or interest, or fees ~~owing~~when due and payable or to pay or reimburse GECC for any expense reimbursable under the ~~Restated~~Senior Secured Credit Agreement ~~(b)~~ within ten days of demand for payment,

the failure to perform the covenants under the ~~Restated~~Senior Secured Credit Agreement relating to use of proceeds, maintenance of a cash management system, maintenance of insurance, delivery of certificates of title for equipment, delivery of certain ~~post closing~~post-closing documents, ~~including evidence of key man life insurance on the lives of William Jenkins and Ron Whitter, maintenance of compliance with the financial covenants in the loan agreement~~ and maintenance of compliance with the ~~loan agreement's~~Senior Secured Credit Agreement’s negative covenants, ~~(c)~~

the failure ~~within specified periods of 3 or 5 days of when due,~~ to deliver to the lenders monthly un-audited, quarterly un-audited and annual audited financial statements, an annual operating ~~plans,~~plan, and other reports, ~~notices~~certificates and information ~~(d)~~ as required by the Senior Secured Credit Agreement,

the failure to perform any other provision of the ~~loan agreement~~Senior Secured Credit Agreement (other than those set forth above) which nonperformance remains un-remedied for 20 days or more, ~~(e)~~

a default or breach under any other agreement or instrument to which the Company is a party beyond any grace period that involves the failure to pay in excess of $250,000 or causes or permits to cause indebtedness in excess of $250,000 ~~of indebtedness~~ to become due prior to its stated maturity, ~~(f)~~

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any information in a borrowing base certificate or any representation or warranty or certificate or in any written statement report, or financial statement delivered to ~~the lenders~~GECC being untrue or incorrect in any material respect, ~~(g)~~

a change of control, as defined, of the Company, ~~(h)~~

the occurrence of an event having a material adverse effect, as defined,

the initiation of insolvency, bankruptcy or liquidation proceedings,

any final judgment for the payment of money in excess of $250,000 is outstanding against the Company and ~~(i)~~ is not within thirty days discharged, stayed or bonded pending appeal,

any material provision of or lien under any document relating to the Senior Secured Credit Agreement ceases to be valid,

the attachment, seizure or levy upon of ~~assets of~~ the ~~Company~~Company’s assets which continues for 30 days or more, and ~~various other bankruptcy and other events.~~

William Jenkins ceases to serve as the Company’s chief executive officer, unless otherwise agreed by GECC.

Upon the occurrence of a default, which is defined as any event that with the passage of time or notice or both would, unless waived or cured, become an event of default, or event of default, the lenders may discontinue making revolving loans and capital expenditure loans to the ~~Company.~~Company and increase the interest rate on all loans. Upon the occurrence of an event of default, the lenders may terminate the ~~Restated~~Senior Secured Credit Agreement, declare all indebtedness outstanding under the ~~Restated~~Senior Secured Credit Agreement due and payable, and exercise any of their rights under the ~~Restated~~Senior Secured Credit Agreement which includes the ability to foreclose on the ~~Company's~~Company’s assets. 7 ~~There can be no assurance that~~In the ~~Company will be able to remain in compliance with these financial and other covenants~~event of a bankruptcy or be able to obtain such amendments, consents or waivers of with respect to potential violations of these covenants when required. The Company's inability to do so may result in the Company being placed in violation of those financial and other covenants. The Company can make no assurances that it will remain in compliance with its debt covenants or generate sufficient cash flows to service its debt and fund operations. Failure to comply with these debt covenants and or generate sufficient cash flow from operations could significantly impair the Company's liquidity position and could result in GECC exercising mandatory prepayment optionsliquidation proceeding, all borrowings under the ~~Company's Restated Credit Agreement. Should the Company be unable to borrow funds under its Restated~~Senior Secured Credit Agreement ~~or if prepayment of those borrowings were required, the Company can make no assurances that alternative funding could be obtained.~~ are immediately due and payable.

Reference is made to the Senior Secured Credit Agreement filed as an ~~Exhibit~~exhibit to the ~~Company's~~Company’s Current Report on Form 8-K for ~~November 14, 2004,~~December 16, 2005 and amendments thereto filed as exhibits to the Company’s Current Report on Form 8-K for April 18, 2006 for a complete statement of the terms and conditions. ~~Subordinated Secured Indebtedness - Note Extensions. In connection with entering~~

Second Lien Credit Agreement

On December 16, 2005, the Company entered into the Second Lien Credit Agreement with GECC, ~~refinancing in November 2004, the Company agreed with the holders to extend the maturity date~~providing for a term loan of ~~the Company's outstanding subordinated secured promissory notes from December 31, 2004 to February 13 and February 14, 2008~~$25.0 million. The annual interest rate on $23.0 million of the total $23.9 million principal amount of the notes. The remainder of the outstanding principal was repaid. The notes bear interest at 15% per annum and are convertible into shares of the Company's common stock at a conversion price of $0.75 per share, subject to an anti-dilution adjustment for certain issuances of securities by the Company at prices per share of common stock less than the conversion price then in effect, in which event the conversion price is reduced to the lower price at which the shares were issued. As a condition to extend the maturity date, the Company extended the expiration date of 66.1 million outstanding common stock purchase warrants to December 31, 2009. All of the debt and interest owedborrowings under the ~~subordinated secured promissory notes is subordinated to~~term loan was 6.0% above the ~~Company's senior credit facility and cannot be repaid until all~~index rate, as defined above. The loan under the ~~amounts owed pursuant to the~~Second Lien Credit ~~Facility have been repaid. 8~~ ~~Substantially~~Agreement was collateralized by a junior lien against substantially all of the ~~Company's~~Company’s assets, ~~are pledged as collateral for~~subordinate to the ~~indebtedness outstanding~~lien under the ~~subordinated secured promissory notes, which are subordinated in~~Senior Secured Credit Agreement. Initial borrowings under the ~~payment~~Second Lien Credit Agreement advanced on December 16, 2005 of ~~principal and interest~~$25.0 million were used to indebtedness owing to GECC, the Company's senior lender. Other Indebtedness. In December 2004, the Company incurred indebtedness of approximately $2.3 million in connection with financing the payment of annual insurance premiums in that amount. The indebtedness is payable in monthly installments ending in September 2005. Other Liquidity Matters. The Company believes that with the extension in November 2004 of its revolving and term credit facility with GECC with an expiration of November 14, 2007, the extensionpay a portion of the ~~maturity of its subordinated indebtedness to February 2008 and the current and projected operating environment~~Bobcat acquisition purchase price. This loan was repaid on April 25, 2006 out of the oil and natural gas industry, it will be able to meet its 2005 liquidity requirements. In addition to funding operating expenses, cash requirements for 2005 and 2006 are expected to be comprised mainly of amortization payments on indebtedness and funding capital improvements. Such cash requirements are expected to be fundednet proceeds from the ~~Company's operating cash flows. For a discussion~~Company’s underwritten public offering of ~~certain risk factors, see "Risks Related~~common stock.

Back to the Company" and "Risk Factors Related to the Oil and Gas Well Service Business" in the Company's Annual Report on Form 10-K for the year ended December 31, 2004. SJCP and SJMB, their general partners and Charles E. Underbrink, who is a Director of the Company and a director of the general partners of the St. James Partnerships, were added as defendants in an amended complaint filed in March 2005 in Texas by two of the limited partners of the St. James Partnerships. Index

Significant Accounting Policies

The action was originally instituted in December 2004 against the auditors of the St. James Partnerships. The plaintiffs brought the action as a class action on behalf of all the limited partners of the St. James Partnerships and are seeking class action certification. No claim has been asserted against the Company and the Company is not a defendant in the action. However, the complaint and the amended complaint in the action contain allegations that the Company participated with Mr. Underbrink in actions the plaintiffs allege were fraudulent and constituted securities violations. The Company has not concluded that it is probable that a claim will be asserted against it and does not believe that if a claim is asserted that there is a reasonable possibility that the outcome would be unfavorable to the Company or that any resulting liability would be material to the Company's financial condition. INFLATION The Company's revenues have been and are expected to continue to be affected by fluctuations in the prices for oil and gas. Inflationary pressures did not have a significant effect on the Company's operations in the three months ended March 31, 2005. SIGNIFICANT ACCOUNTING POLICIES The Company'sCompany’s Discussion and Analysis of Financial Condition and Results of Operations is based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to the allowance for bad debts, inventory, long-lived assets, intangibles and goodwill. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 9 The Company’s significant accounting policies are described in Note 4 of the Notes to Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

On January 1, 2006, the Company ~~maintains allowances for doubtful accounts for estimated losses resulting from~~adopted the ~~inability~~provisions of ~~its customers~~Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (SFAS 123(R)), as more fully described in Note 2 to ~~make required payments. If~~ the financial ~~condition~~statements.

Cautionary Statement for Purposes of the Company's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company assesses the impairment of identifiable intangibles, long-lived assets and related goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When the Company determines that the carrying value of intangibles, long-lived assets and related goodwill may not be recoverable, any impairment is measured at fair value based on a projected discounted net cash flows expected to result from that asset, including eventual disposition. Property and equipment are carried at original cost less applicable depreciation. Depreciation is recognized on the straight-line basis over lives ranging from two to ten years. Major renewals and improvements are capitalized and depreciated over each asset's estimated remaining useful life. Maintenance and repair costs are charged to expense as incurred. When assets are sold or retired, the remaining costs and related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income. Property and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the future undiscounted cash flows“Safe Harbor” Provisions of the ~~affected assets to determine the recoverability~~Private Securities Litigation Reform Act of carrying amounts. Warrants are valued based upon an independent valuation. The difference between the face value of the warrant issued and the value per the valuation is amortized into income through interest expense over the life of the related debt instrument. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

With the exception of historical matters, the matters discussed in this Report are ~~"forward-looking statements"~~“forward-looking statements” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve risks and uncertainties. The Company intends that the forward-looking statements herein be covered by the safe-harbor provisions for forward-looking statements contained in the Securities Exchange Act of 1934, as amended, and this statement is included for the purpose of complying with these safe-harbor provisions.

Forward-looking statements include, but are not limited to, the matters described ~~herein, including Management's~~under Item 1A. Risk Factors as risk factors, as well as under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations, Item 3. Qualitative and Quantitative Disclosures About Market Risk. Such forward-looking statements relate to the ~~Company's~~Company’s ability to generate revenues ~~and attain~~ and maintain profitability and cash flow, the stability and level of prices for ~~oil~~natural gas and ~~natural gas,~~oil, predictions and expectations as to the fluctuations in the levels of ~~oil~~natural gas and ~~natural gas~~oil prices, pricing in the ~~oil~~natural gas and ~~natural gas~~oil services industry and the willingness of customers to commit for ~~oil~~natural gas and ~~natural gas~~oil well services, the Company’s ability to implement its intended business plans, which include, among other things, the implementation of its previously announced growth initiatives and business strategy and goals, the Company to complete the proposed transaction announced on April 28, 2005 relating to the proposed acquisition of the Company by Centre, or to engage in any other strategic transaction, including any possible merger, sale of all or a portion of the Company's wireline service assets or other business combination transaction involving the Company's wireline service business, theCompany’s ability ~~of the Company~~ to raise additional debt or equity capital to meet its requirements and to implement its intended growth initiatives and to obtain additional financing to fund that growth when ~~and if~~ required, the ~~Company's~~Company’s ability to maintain compliance with the covenants of its ~~various loan documents and other agreements pursuant to which securities, including debt instruments, have been issued~~credit agreement and obtain waivers of violations that occur and consents to amendments as required, the ~~Company's~~Company’s ability ~~to implement and, if appropriate, expand a cost-cutting program, if required, the ability of the Company~~ to compete in the premium ~~oil~~natural gas and ~~natural gas~~oil services market, the Company’s ability ~~of the Company~~ to re-deploy its equipment among regional operations as required, ~~and~~ the Company’s ability ~~of the Company~~ to provide services using state of the art ~~tooling. The inability of~~tooling and its ability to successfully integrate and operate the ~~Company~~well intervention operations acquired from Bobcat.

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Important factors that may affect the Company’s ability to meet these objectives or requirements ~~or the consequences on the Company from~~ include:

adverse developments in general economic ~~conditions,~~ conditions;

changes in capital ~~markets,~~ markets;

adverse developments in the ~~oil and~~ natural gas ~~industry,~~ and oil industry;

developments in international ~~relations and~~ relations;

the commencement or expansion of hostilities by the United States or other ~~governments and~~ governments;

events of ~~terrorism,~~ terrorism; and

declines and fluctuations in the prices for ~~oil and~~ natural gas and ~~other factors could have a material adverse effect on the Company.~~ oil;

Material declines in the prices for ~~oil~~natural gas and ~~natural gas~~oil can be expected to adversely affect the ~~Company's~~Company’s revenues. ~~Any such adverse developments could adversely affect the Company's ability to complete the proposed transaction with Centre.~~ The Company cautions readers that various risk factors described in this Quarterly Report could cause the ~~Company's~~Company’s operating results and financial condition to differ materially from those expressed in any forward-looking statements ~~made by the Company~~it makes and could adversely affect the ~~Company's~~Company’s financial condition and ~~its~~the Company’s ability to pursue its business strategy and ~~plans~~plans. Risk factors that could affect the Company’s revenues, profitability and ~~proposed transaction with Centre. Readers should refer to~~future business operations, among others, are set forth under Item 1A – Risk Factors in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

From time to time, the Company holds financial instruments comprised of debt securities and time deposits. All such instruments are classified as securities available for sale. The Company does not invest in portfolio equity securities, or commodities, or use financial derivatives for trading or hedging purposes. The Company’s debt security portfolio represents funds held temporarily pending use in its business and operations. The Company manages these funds accordingly. The Company seeks reasonable assuredness of the safety of principal and market liquidity by investing in rated fixed income securities while, at the same time, seeking to achieve a favorable rate of return. The Company’s market risk exposure consists of exposure to changes in interest rates and to the risks of changes in the credit quality of issuers. The Company typically invests in investment grade securities with a term of three years or less. The Company believes that any exposure to interest rate risk is not material.

Under the Company’s Senior Secured Credit Agreement and its Second Lien Credit Agreement with General Electric Capital Corporation entered into on December 16, 2005, the Company is subject to market risk exposure related to changes in the prime interest rate. Assuming the Company’s level of borrowings from GECC at December 31, 2005 remained unchanged throughout 2006, if a 100 basis point increase in interest rates under the Restated Credit Agreement from rates in existence at December 31, 2005 prevailed throughout the year 2006, it would increase the Company’s 2006 interest expense by approximately $552,000.

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On April 24, 2006, the Company repaid its Second Lien Credit Agreement in full and reduced its outstanding indebtedness under its Senior Secured Credit Agreement by approximately $4.0 million. The foregoing does not reflect this reduction in outstanding indebtedness.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including William Jenkins, its President and Chief Executive Officer, and Ronald Whitter, its Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report, and, based on their evaluation, Mr. Jenkins and Mr. Whitter have concluded that these controls and procedures are effective. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed ~~therein. 10~~ by it in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including Mr. Jenkins and Mr. Whitter, as appropriate to allow timely decisions regarding required disclosure.

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PART II – OTHER INFORMATION

Item 6. Exhibits

	31.1	Certification of President and Chief Executive Officer Pursuant to Rule 13a-14(a)
	31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
	32.1	Certification of President and Chief Executive Officer Pursuant to Section 1350 (furnished, not filed)
	32.2	Certification of Chief Financial Officer Pursuant to Section 1350 (furnished, not filed)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. BLACK WARRIOR WIRELINE CORP. ---------------------------- (Registrant) Date: May 26, 2005 /S/ William L. Jenkins ------------------------------------ William L. Jenkins President and Chief Executive Officer /S/ Ronald Whitter ------------------- Ronald Whitter Chief Financial Officer 11

	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the transition period from ____________ to ____________.

	WARRIOR ENERGY SERVICES CORPORATION
	(Registrant)
Date: May 12, 2006		/S/ William L. Jenkins

		William L. Jenkins President and Chief Executive Officer