UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)
 X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934

For the fiscal year ended    September 30, 2002

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the transition period from ____________ to _____________

Commission File No. 0-9392

                                CLX ENERGY, INC.
             (Exact name of registrant as specified in its charter)

          COLORADO                                        84-0749623
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

      518 17th Street, Suite 745
           Denver, Colorado                                 80202
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (303) 825-7080

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE

          Securities Registered Pursuant to Section 12 (g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE

     Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                                           YES  X   NO
                                                               ---     ---

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this Form, and no disclosure will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB   X
                                      ---

     State issuer's revenues for its most recent fiscal year:  $ 379,626.


<PAGE>
     As of the close of trading on December 16, 2002 there were 2,631,936 common
shares outstanding, 1,568,494 of which were held by non-affiliates.  The
aggregate market value of the common shares held by non-affiliates, based on the
average closing bid and asked prices on December 16, 2002, was approximately
$251,000.

Documents Incorporated By Reference:  None

Transitional Small Business Disclosure      Yes     No  X
                                                ---    ---


                                        2
<PAGE>
CLX ENERGY, INC.

FORM 10-KSB

TABLE OF CONTENTS

SEPTEMBER 30, 2002
-------------------------------------------------------------------------

PART I                                                               Page
                                                                     ----

Item 1.     Description of Business                                    4

Item 2.     Description of Properties                                  8

Item 3.     Legal Proceedings                                         11

Item 4.     Submission of Matters to a vote of Security Holders       12

PART II

Item 5.     Market for Common Equity and Related
              Stockholder Matters                                     12

Item 6.     Management's Discussion and Analysis or Plan
              of Operations                                           13

Item 7.     Financial Statements                                      18

Item 8.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                     33

PART III

Item 9.     Directors, Executive Officers, Promoters and
              Control Persons; Compliance with
              Section 16(a) of the Exchange Act                       33

Item 10.    Executive Compensation                                    36

Item 11.    Security Ownership of Certain Beneficial Owners and
              Management                                              36

Item 12.    Certain Relationships and Related Transactions            37

Item 13.    Exhibits, Lists and Reports on Form 8-K                   38

Item 14.    Controls and Procedures                                   38


                                        3
<PAGE>
                                     PART I

                                     ITEM 1.

                             DESCRIPTION OF BUSINESS

COMPANY OVERVIEW
----------------

     CLX Energy, Inc., (the "Company") is an independent oil and gas company
which was incorporated in the State of Colorado on December 12, 1977.  The
Company engages in on-shore oil and gas exploration, development and production
in the continental United States.  The Company's oil and gas activities are
concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
---------------------------------------------

     The Company has engaged in only one industry segment and line of business,
namely the acquisition, exploration, development and operation of oil and gas
properties for its own account.  See the Company's Financial Statements included
herein.

FORWARD-LOOKING STATEMENTS
--------------------------

     Certain statements contained in this document, including without limitation
statements containing the words "believes," "anticipates," "intends," "expects,"
and words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.

BUSINESS DESCRIPTION
--------------------

     The Company is engaged in the operation of producing oil and gas wells, the
acquisition of producing properties, the acquisition of oil and gas leases, and
the development of oil and gas drilling prospects.  Drilling prospects, both
development and wildcat, are sold to others on a promoted basis with the Company
recovering its land, legal and geological costs and retaining a cost free
interest in the prospect.

     As of September 30, 2002 the Company's significant oil and gas operations
were located in the following areas.

               STATE                  COUNTY
               -----                  ------

               Colorado               Rio Blanco and Moffat
               Kansas                 Meade, Comanche and Seward
               Oklahoma               Alfalfa and Beaver
               Wyoming                Campbell and Crook


                                        4
<PAGE>
PRINCIPAL PRODUCTS PRODUCED AND SERVICES RENDERED
-------------------------------------------------

     The Company's principal products are crude oil and natural gas.  Crude oil
and natural gas are sold to various purchasers, including pipeline companies,
which generally service the area in which the Company's wells are located.  The
Company's oil and gas production is sold to several purchasers, three of which
purchased more than 10% of oil and gas revenues.  Prices received for the
Company's oil and gas production is based upon the "spot" market of the National
Commodity Futures Exchange subject to reductions for transportation and product
quality.  These prices vary from month to month subject to supply and demand.
See the Company's Financial Statements included herein.

STATUS OF NEW PRODUCTS OR INDUSTRY SEGMENTS
-------------------------------------------

     There has been no public announcement of, and no information otherwise has
been made public about a new product or industry segment, which would require
the investment of a material amount of the Company's assets, or which otherwise
is material.

SOURCES AND AVAILABILITY OF RAW MATERIALS
-----------------------------------------

     The existence of commercial oil and gas reserves is essential to the
ultimate realization of value from the Company's properties and therefore may be
considered a raw material essential to the Company's business.  However, the
acquisition, exploration, development, production, and sale of oil and gas is
subject to many factors which are outside the Company's control.  These factors
include national and international economic conditions, availability of drilling
rigs, casing, pipe and other equipment and supplies, proximity to pipelines, the
supply and price of other fuels.  The Company acquires oil and gas properties
from landowners, other owners of interests in such properties, or governmental
entities.  For information relating to specific properties of the Company see
Item 2 below.  The Company currently is not experiencing any difficulty in
acquiring necessary supplies, including drilling rigs.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
---------------------------------------------------------

     The Company does not own any patents, trademarks, licenses, franchises, or
concessions, except oil and gas interests granted by governmental authorities
and private land owners.

SEASONAL NATURE OF BUSINESS
---------------------------

     The Company's business is not seasonal in nature.

WORKING CAPITAL ITEMS
---------------------

     Working capital is not required to carry inventories to meet rapid delivery
requirements, or to assure continuous allotments of goods from suppliers.
Access to sufficient cash is essential to take advantage of opportunities to
acquire, develop, and operate oil and gas properties.


                                        5
<PAGE>
MAJOR CUSTOMERS
---------------

     The Company's business does not depend upon a single customer or a very few
customers.  Oil and gas purchasers have been readily available in this Company's
market areas (See Note 9 to Financial Statements).

BACKLOG
-------

     Backlog is not relevant to an understanding of the Company's business.

RENEGOTIATION OR TERMINATION OF GOVERNMENT CONTRACTS
----------------------------------------------------

     No portion of the Company's business is subject to renegotiation of profits
or termination of contracts or subcontracts at the election of the Government.

COMPETITIVE CONDITIONS
----------------------

     The exploration for and development and production of oil and gas are
subject to intense competition.  The principal methods of competition in the
industry for the acquisition of oil and gas leases are the payment of bonus
payments at the time of acquisition of leases, delay rentals, location damage
supplement payments, the use of differential royalty rates, the amount of annual
rental payments and stipulations requiring exploration and production
commitments by the lessee.  Companies with greater financial resources, existing
staff and labor forces, equipment for exploration, and vast experience will be
in a better position than the Company to compete for such leases.  In addition,
the availability of a ready market for oil and gas will depend upon numerous
factors beyond the Company's control, including the extent of domestic
production and imports of oil, proximity and capacity of pipelines, and the
affect of federal and state regulation of oil and gas sales.  The Company has an
insignificant competitive position in the oil and gas industry.

RESEARCH AND DEVELOPMENT
------------------------

     The Company has not engaged and does not currently engage in any research
and development activities.

ENVIRONMENT PROTECTION
----------------------

     The Company is subject to various federal, state, and local provisions
regarding environmental matters, the existence of which has not hindered nor
adversely affected the Company's business.  Although the Company does not
believe its business operations presently impair environmental quality,
compliance with federal, state and local regulations which have been enacted or
adopted regulating the discharge of materials into the environment could have an
adverse effect upon the capital expenditures, earnings and competitive position
of the Company.  Since inception, the Company has not made any material capital
expenditures for environmental control facilities and is not aware of any such
expenditures that will be required in the current or following fiscal years.


                                        6
<PAGE>
EMPLOYEES
---------

     As of September 30, 2002, the Company employed one person, the President
and Chief Executive Officer, on a full-time basis.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
----------------------------------------------------------------------------

     The Company has no operations in foreign countries and no portion of its
sales or revenues is derived from customers in foreign countries.


                                        7
<PAGE>
                                     ITEM 2.

                            DESCRIPTION OF PROPERTIES


OFFICE FACILITIES
-----------------

     The Company's offices are located at 518 17th Street, Suite 745, Denver,
Colorado 80202, in space the Company leases from an unaffiliated entity.  The
Company currently occupies approximately 1,138 square feet for which it pays a
monthly rental of $1,343.  The lease agreement on this space expires in April
2003.  Minimum lease payments under the lease through April 2003 are $9,401.

OIL AND GAS PROPERTIES
----------------------

     The Company is in only one line of business, that of acquiring, developing
and producing oil and gas properties.  The Company's estimated 10% discounted
future net revenue attributable to proved producing reserves of $467,000 as of
September 30, 2002, is attributed 82.9% to natural gas reserves and 17.1% to oil
reserves.

     The Company holds interests in producing and non-producing leaseholds as
set forth below.

<TABLE>
<CAPTION>
          Producing Properties  Non-Prod. Properties
          --------------------  --------------------
          Gross      Net        Gross      Net
          Acres      Acres      Acres      Acres
          ---------  ---------  ---------  ---------

State
-----
<S>       <C>        <C>        <C>        <C>
Colorado      4,979        706      6,321      1,264
Kansas        3,625        487      3,906      1,123
Oklahoma      1,120        212          -          -
Wyoming         716         55      5,846      1,439
          ---------  ---------  ---------  ---------

             10,440      1,460     16,073      3,826
</TABLE>

     Net acres represent the gross acres in a lease or leases multiplied by the
Company's working interest in such lease or leases.

     The Company's undeveloped acreage is all held pursuant to leases from the
landowner or a governmental entity.  Such leases have varying dates of execution
and generally expire one to five years after the date of the lease.  The Company
is obligated to pay varying delay rentals to the lessors of such properties to
prevent the leases from expiring.


                                        8
<PAGE>
PROVED AND PROVED DEVELOPED RESERVES
------------------------------------

     The following table shows, for the years indicated, the proved and proved
developed oil and gas reserves attributable to the Company's interests.  Proved
oil and gas reserves are the estimated quantities of crude oil, natural gas, and
natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of
the date the estimate is made.  Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions.  Proved developed oil and gas reserves
are reserves that can be expected to be recovered through existing wells with
equipment and operating methods.  The reserves and economics presented below
were determined under accounting rules which require that fiscal year end price
received for natural gas be used and held constant in projecting oil and gas
reserves which are used to project the value of a producing property.  This has
the effect of severely reducing the economic value of the Company's natural gas
reserves in the Rocky Mountains.  The Company received $1.20 per mmbtu for gas
sold from it's Rocky Mountain properties during September 2002, the last month
of the fiscal year.  For the month of November, 2002, the price received by the
Company was $2.99 per mmbtu for gas sold from it's Rocky Mountain properties.

<TABLE>
<CAPTION>
                                       September 30
                                  --------------------
                                     2002       2001
                                  ---------  ---------
<S>                               <C>        <C>
     Barrels of oil
     --------------
       Proved                         9,000     56,600
       Proved developed               9,000     56,600

     MCF of gas
     ----------
       Proved                       764,200  1,388,000
       Proved developed             511,500    745,000
</TABLE>

     No oil and gas of the Company is applicable to long term supply or similar
agreements with foreign governments or authorities in which the Company is a
producer.

ESTIMATED FUTURE NET REVENUES
-----------------------------

     The following table shows, for the years indicated, the present value of
estimated future net revenues to be generated by the sales of the estimated
reserves utilizing a discount factor of 10% per year and holding the sales price
of oil and gas constant at the respective year end levels.

<TABLE>
<CAPTION>
                           September 30
                      ----------------------
                         2002        2001
                      ----------  ----------
<S>                   <C>         <C>
    Proved               545,600   1,539,400
    Proved developed     467,500     934,000
</TABLE>

     The above reserves are located entirely within the United States.


                                        9
<PAGE>
OIL AND GAS RESERVE ESTIMATES FILED
-----------------------------------

     Since September 30, 2002 the Company has filed no estimates of total proved
net oil or gas reserves with or included such information in reports to any
federal authority or agency other than the Securities and Exchange Commission.

NET OIL AND GAS PRODUCTION
--------------------------

     The following table shows, for the periods indicated, the approximate
production attributable to the Company's oil and gas interests.


                            YEAR ENDED SEPTEMBER 30
                            ------------------------
                              2002         2001
                            ---------  -------------

     Crude Oil (Bbls)           6,000          5,900
     Natural Gas (MCF)         89,900        135,000


     The following table shows, for the periods indicated, the approximate
average sales price per barrel of oil and MCF of gas and approximate average
production cost of oil and gas produced on a relative unit basis.


                            YEAR ENDED SEPTEMBER 30
                            -----------------------
                              2002          2001
                            ----------  -----------

   Average Sales Price
     Per Barrel of Oil        $ 19.95        23.36
     Per MCF of Gas           $  2.32         5.03

   Average Lifting Cost
     Per Equivalent MCF       $  0.74         1.40
     Per Equivalent BBL       $ 18.44         8.40


                                       10
<PAGE>
TOTAL GROSS AND NET PRODUCTIVE WELLS AND DEVELOPED ACRES
--------------------------------------------------------

     The following table sets forth the Company's total gross and net productive
wells as of September 30, 2002, which are located on 10,560 gross (1,550 net)
acres:

               Gross Wells                Net Wells
               -----------               ------------
               Oil     Gas               Oil      Gas
               ---     ---               ---      ---

                2       23                .15   3.43


NET PRODUCTIVE AND DRY EXPLORATORY AND DEVELOPMENT WELLS
--------------------------------------------------------

     The following table sets forth the number of net productive and dry
exploratory and development wells drilled by the Company during fiscal 2002 and
2001.

          Exploratory Wells           Development Wells
         -------------------         -------------------
         Net Prod.   Net Dry         Net Prod.   Net Dry
         ---------   -------         ---------   -------
                              2001
                              ----
             0.0      .04               .1         0.25
                              2002
                              ----
             0.0      .20               .16        0.00

PRESENT ACTIVITIES
------------------

     As of December 16, 2002, the Company is not involved in the drilling of any
wells.

FUTURE OIL AND GAS DELIVERY CONTRACTS
-------------------------------------

     At September 30, 2002 the Company is not obligated to provide a fixed and
determinable quantity of oil or gas in the future pursuant to existing contracts
or agreements.


                                     ITEM 3.

                                LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceedings, nor have any
such proceedings been threatened and none are contemplated.  The Company knows
of no legal proceedings, pending or threatened, or judgments against any
Director or Officer of the Company in their capacity as such, nor are any such
persons involved in "Certain Legal Proceedings" as defined in Section 401(f) of
Regulation SK.


                                       11
<PAGE>
                                     ITEM 4.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to the vote of security holders during the fourth
quarter of the fiscal year.


                                     PART II


                                     ITEM 5.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is traded in the over-the-counter market and
listed on the Bulletin Board under the symbol "CLXE".  The following quotations,
where quotes were available, were obtained from information published by the
NASD and reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
     FISCAL 2001
     -----------
                      HIGH  LOW
                      ----  ----
<S>                   <C>   <C>
Quarter Ended
  December 31, 2000    .68   .60
  March 31, 2001      1.00   .60
  June 30, 2001       1.10  1.05
  September 30, 2001   .55   .55

     FISCAL 2002
     -----------
                      HIGH  LOW
                      ----  ----
Quarter Ended
  December 31, 2001    .55   .26
  March 31, 2002       .26   .26
  June 30, 2002        .26   .25
  September 30, 2002   .25   .16
</TABLE>

     The Company has paid no dividends on its common stock and does not expect
to pay dividends in the foreseeable future.

     The following table sets forth the approximate number of security holders
of record of the Company's $0.01 par value common stock as of September 30,
2002.

<TABLE>
<CAPTION>
   TITLE OF CLASS  SHARES OUTSTANDING  NUMBER OF SHAREHOLDERS
   --------------  ------------------  ----------------------
<S>                <C>                 <C>

  $0.01 Par Value           2,631,936                     440
   Common Stock
</TABLE>


                                       12
<PAGE>
                                     ITEM 6.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     Certain Statements contained in this Form 10-KSB contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and involve risks and uncertainties that could cause actual results to
differ materially from the results, financial or otherwise, or other
expectations described in such forward-looking statement or statements speak
only as of the date on which such statements were made, and the Company
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statements are made or
reflect the occurrence of unanticipated events.  Therefore, forward-looking
statements should not be relied upon as prediction of actual future results.

LIQUIDITY, CAPITAL RESOURCES AND COMMITMENTS
--------------------------------------------

     In fiscal 2002 the Company participated in the drilling of two wells, both
of which were dry holes.  In August the Company sold its interest in the
Densmore Field located in Norton County, Kansas which was purchased during
fiscal 2001.  Operating costs for this field were considered excessive.  The
value of the Company's natural gas reserves were determined utilizing prices in
effect for September 2002, the end of the Company's fiscal year.  The September
2002 prices for gas sold by the Company in the Rocky Mountains was $1.20 per
MMBTU, the lowest price received during fiscal 2002.  The price of natural gas
sold by the Company in the Rocky Mountains for November 2002 was $2.99 per
MMBTU.  Utilizing this low price for natural gas sold in the Rocky Mountains had
the effect of severely reducing the economic value of the Company's natural gas
reserves in the Rocky Mountains.  Based on current prices received for oil and
gas, the Company believes that net cash flow from oil and gas sales should be
adequate to cover the fixed costs of the Company for the next fiscal year.

     The Company's current assets exceed its current liabilities by
approximately $1,000.  The Company believes it has adequate cash flow, based on
current oil and gas prices to service the bank debt for the next fiscal year.

     The Company currently has drilling prospects which it will be actively
marketing to industry participants on a promoted basis.


RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 2002 COMPARED WITH YEAR ENDED SEPTEMBER 30, 2001:
--------------------------------------------------------------------------

Operating Revenue
-----------------

     Revenue from oil and gas sales for the year ended September 30, 2002 was
$308,146 compared to $848,586 for the year ended September 30, 2001.  This
decrease is primarily attributable declining  production and lower prices for
oil and gas.  Management fees declined by $5,739 primarily due to reduced
administrative fees received from a partnership.


                                       13
<PAGE>
     A comparison of approximate volumes sold and average unit prices is
summarized as follows:

                          YEAR ENDED SEPTEMBER 30
                          -----------------------
     Quantities Sold         2002         2001
     ---------------      ----------   ----------

       Oil (Bbls.)             6,000        5,900
       Gas (MCF)              89,900      135,000

     Average Unit Price
     ------------------

       Oil (Bbls.)            $19.95        23.36
       Gas (MCF)              $ 2.32         5.03


Operating Expenses and Other
----------------------------

     Lease operating expense and production taxes decreased to $226,950 for the
year ended September 30, 2002 compared to $238,674 for the year ended September
30, 2001.  The decrease  was primarily due to reduced production taxes on lower
oil and gas revenues offset by significant workover costs incurred on certain
oil and gas wells and higher than estimated ad valorem taxes.

     Depreciation and depletion decreased as a result of the decrease in oil and
gas production and the lower carrying value of the oil and gas properties due to
the impairment provision in the fiscal year ended September 30, 2001.

     The Company recorded a $79,331 provision for impairment of oil and gas
properties for the year ended September 30, 2002.  The Company also recorded a
$159,932 impairment provision for the year ended September 30, 2001.  The
impairment provisions were the result of lower oil and gas prices at the end of
the respective fiscal year.

     Dry hole and abandoned leases expense did not change significantly.

     General and administrative expense for the year ended September 30, 2002
was $191,001 compared to $265,545 for the year ended September 30, 2001.  The
decrease was primarily due to reduction in compensation expense, nonrecurring
expenses incurred in the prior year for a stockholders' meeting to reverse split
the common stock of the Company and $28,000 of expense associated with a stock
option granted in the prior year.

     During the year ended September 30, 2002 the Company had a $7,673 loss on
sale of assets, primarily from selling certain producing oil and gas properties.
During the year ended September 30, 2001 the Company had a gain of $20,735 from
selling part of its interest in undeveloped oil and gas leases.

     Interest income decreased as a result of a decrease in the amount of
interest bearing cash accounts and lower interest rates.

     Interest expense decreased as a result of a reduction in the average amount
of debt outstanding and lower interest rates.

     During the year ended September 30, 2001, the Company recognized an
extraordinary gain on extinguishment of debt of $45,470 after a settlement was
reached on a claim against the Company.


                                       14
<PAGE>
RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 2001 COMPARED WITH YEAR ENDED SEPTEMBER 30, 2000:
--------------------------------------------------------------------------

Operating Revenue
-----------------

     Revenue from oil and gas sales for the year ended September 30, 2001 was
$848,586 compared to $656,811 for the year ended September 30, 2000.  This
increase is primarily attributable to additional revenues from new oil and gas
wells that the Company either purchased or participated in drilling and
increases in average unit prices for gas.  Management fees did not change
significantly between the two years.

     A comparison of approximate volumes sold and average unit prices is
summarized as follows:


<TABLE>
<CAPTION>
                       YEAR ENDED SEPTEMBER 30
                       -----------------------
  Quantities Sold          2001       2000
  ---------------      -----------  ----------
<S>                    <C>          <C>
    Oil (Bbls.)              5,900       2,000
    Gas (MCF)              135,000     186,900

  Average Unit Price
  ------------------

  Oil (Bbls.)          $     23.36       23.41
  Gas (MCF)            $      5.03        3.24
</TABLE>

Operating Expenses and Other
----------------------------

     Lease operating expense, was $195,921 for the year ended September 30, 2001
compared to $127,282 for the year ended September 30, 2000.  Production taxes
increased from $35,548 in the 2000 fiscal year to $42,753 in the 2001 fiscal
year.  The increases are attributable primarily to the additional wells and the
increase in oil and gas sales.

     Depreciation and depletion increased as a result of the increase in oil and
gas properties and related production.

     A $159,932 provision for impairment of oil and gas properties was recorded
for the year ended September 30, 2001.  The provision for impairment was the
result of lower oil and gas prices at September 30, 2001.

     Dry hole expense and abandoned leases increased as a result of an increase
in unsuccessful drilling activity.

     General and administrative expense for the year ended September 30, 2001
was $265,545 compared to $166,806 for the year ended September 30, 2000.  The
increase was primarily due to $28,000 of expense associated with a stock option
granted, expenses incurred in connection with the stockholders' meeting and
reverse stock split, and a general increase in most expenses resulting from the
increased activity due to the additional producing properties and acting as
operator on certain producing wells.


                                       15
<PAGE>
     Interest expense decreased due to the elimination of the interest accrued
on the Company's estimated share of a reimbursement claim which was settled.

     During the year ended September 30, 2001 the Company had a gain of $20,735
from selling part of its interest in undeveloped oil and gas leases.  During the
year ended September 30, 2000 the Company had a gain on sale of assets of
$9,002.

     Interest income increased as a result of an increase in the amount of
interest bearing cash accounts.

Recently Issued Accounting Standards
------------------------------------

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No  141,  Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets.  SFAS  No.  141  requires that the purchase method of accounting be used
for  all  business  combinations  initiated  after  June  30,  2001.  Use of the
pooling-of-interests  method  will  be  prohibited  on a prospective basis only.
SFAS  No  142 addresses financial accounting and reporting for acquired goodwill
and  other  intangible assets.  It changes the accounting for goodwill and other
intangible  assets  with  indefinite  lives  from  an  amortization method to an
impairment-only  approach and requires intangible assets with finite lives to be
amortized  over  their useful lives.  SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001.  The adoption of SFAS No. 141 did not have an
impact  on  the financial condition or results of operations, as the Company did
not  enter into any business combinations during the year.  The Company does not
expect  that  the  adoption of SFAS No. 142 will have an impact on the financial
condition  or  results  of  operations  of  the  Company.

     In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets.  This statement
is effective for fiscal years beginning after December 15, 2001.  The Company
does not expect that the adoption of SFAS No. 144 will have an impact on the
financial condition or results of operations of the Company.

Critical accounting policies

The Company believes the following represent its critical accounting policies:

Revenue Recognition - The Company's revenue recognition policy is significant
     because its revenue is a key component of its results of operations. In
     addition, revenue recognition determines the timing of certain expenses
     such as production taxes. The Company recognizes oil and gas revenue as oil
     and gas is produced. At times, the Company is required to estimate the
     quantities produced and related revenues. Management fees are recognized
     when the Company performs the service and collection is probable. Revenue
     results are difficult to estimate or predict, and any shortfall in revenue
     could cause operating results to vary significantly.


                                       16
<PAGE>
Oil and gas properties - The Company follows the successful efforts method of
     accounting. Lease acquisition and development costs (tangible and
     intangible) for expenditures relating to proved oil and gas properties are
     capitalized. Delay and surface rentals are charged to expense in the year
     incurred. Dry hole costs incurred on exploratory operations are expensed.
     Dry hole costs associated with developing proved fields are capitalized.
     Expenditures for additions, betterments, and renewals are capitalized.
     Geological and geophysical costs are expensed when incurred.

     Provisions for depreciation and depletion of capitalized exploration and
     development costs are computed on the unit-of-production method based on
     estimated proved developed reserves of oil and gas on a property by
     property basis. An additional impairment provision is recorded if the
     estimated fair market value is less than the carrying amount of the assets
     on a property by property basis. Oil and gas reserve estimates are
     inherently imprecise and are continually subject to revisions based on
     production history, results of additional exploration and development,
     price of oil and gas and other factors. Accordingly it is at least
     reasonably possible those estimates could be revised in the near term and
     those revisions could be material.



                                       17
<PAGE>
                                     ITEM 7.


                              FINANCIAL STATEMENTS
                              --------------------


                                CLX ENERGY, INC.


                          INDEX TO FINANCIAL STATEMENTS



                                                                     Page

Independent Auditor's Report                                          19
Balance Sheet - September 30, 2002                                    20
Statements of Operations - years ended
  September 30, 2002 and 2001                                         21
Statements of Stockholders' Equity -
  years ended September 30, 2002 and 2001                             22
Statements of Cash Flows - years ended
  September 30, 2002 and 2001                                         23
Notes to Financial Statements - years
  ended September 30, 2002 and 2001                                   24



                                       18
<PAGE>
                                EASTON AND BARSCH
                          CERTIFIED PUBLIC ACCOUNTANTS
                       8790 WEST COLFAX AVENUE, SUITE 106
                               LAKEWOOD, CO  80215


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
CLX Energy, Inc.
Denver, CO


We have audited the accompanying balance sheet of CLX Energy, Inc. as of
September 30, 2002 and the related statements of operations, changes in
stockholders' equity and cash flows for each of the years in the two-year period
ended September 30, 2002.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLX Energy, Inc. as of
September 30, 2002 and the results of its operations and its cash flows for each
of the years in the two-year period ended September 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.



EASTON AND BARSCH
Certified Public Accountants
Lakewood, Colorado

December 22, 2002


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                CLX ENERGY, INC.
                                  Balance Sheet
                               September 30, 2002


<S>                                        <C>
              Assets
              ------
Current assets:
   Cash                                    $ 314,065
   Accounts receivable:
     Trade                                   111,278
     Oil and gas sales                        61,758
   Prepaid expenses                            4,080
                                           ----------
          Total current assets               491,181
                                           ----------
Property and equipment, at cost :
   Oil and gas properties (successful
     effort method):
       Proved                                820,182
       Unproved                               25,968
   Office equipment                           16,353
                                           ----------
                                             862,503
       Less accumulated depreciation
         and depletion                      (614,936)
                                           ----------
   Property and equipment, net               247,567
Other assets - oil and gas bond deposit       27,955
                                           ----------
                                           $ 766,703
                                           ==========

     Liabilities and Stockholders' Equity
     ------------------------------------
Current liabilities:
   Accounts payable:
     Trade                                 $ 283,869
     Oil and gas sales                        77,569
   Current portion of long-term debt         120,000
   Accrued liabilities and other               8,355
                                           ----------
          Total current liabilities          489,793
                                           ----------
Long-term debt, less current portion         122,857
Stockholders' equity:
   Preferred stock, $.01 par value,
      2,000,000 shares authorized,
      600,000 shares designated Series A
      $.06 cumulative convertible - no
      shares outstanding                           -
   Common stock, $.01 par value,
      50,000,000 shares authorized,
      2,631,936 shares issued and
      outstanding                             26,319
   Additional paid-in capital                846,941
   Accumulated deficit                      (719,207)
                                           ----------
          Net stockholders' equity           154,053
                                           ----------
                                           $ 766,703
                                           ==========
</TABLE>

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


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                           CLX ENERGY, INC.
                                       Statements of Operations
                                Years Ended September 30, 2002 and 2001

                                                 2002        2001
                                              ----------  ------------
<S>                                           <C>         <C>
Revenues:
   Oil and gas sales                          $ 308,146       848,586
   Management fees                               71,480        77,219
                                              ----------  ------------
     Total revenues                             379,626       925,805
                                              ----------  ------------

Operating expenses:
   Lease operating and production taxes         226,950       238,674
   Lease rentals                                  1,614         2,442
   Dry holes and abandoned leases               122,240       127,254
   Depreciation and depletion                   115,355       169,725
   Impairment of oil and gas properties          79,331       159,932
   General and administrative                   191,001       265,545
                                              ----------  ------------
     Total operating expenses                   736,491       963,572
                                              ----------  ------------

     Operating income (loss)                   (356,865)     ( 37,767)
                                              ----------  ------------

Other income (expenses):
   Gain (loss) on sale of assets               (  7,673)       20,735
   Interest income                                8,843        19,864
   Interest expense                            ( 23,685)     ( 43,762)
                                              ----------  ------------
     Total other income (expenses)             ( 22,515)     (  3,163)
                                              ----------  ------------

Loss before income taxes and
  extraordinary item                           (379,380)     ( 40,930)

Income tax benefit                               10,525             -
                                              ----------  ------------

Loss before extraordinary item                 (368,855)     ( 40,930)

Extraordinary gain on extinguishment
  of debt, net of $10,541 income taxes                -        45,470
                                              ----------  ------------

          Net income (loss)                   $(368,855)        4,540
                                              ==========  ============

Net income (loss) per share:
   Basic:
      Loss from operations                     (   0.14)     (   0.02)
      Extraordinary gain                              -          0.02
                                              ----------  ------------
      Net income (loss)                       $(   0.14)         0.00
                                              ==========  ============
   Diluted:
      Loss from operations                     (   0.14)     (   0.02)
      Extraordinary gain                              -          0.02
                                              ----------  ------------
      Net income (loss)                       $(   0.14)         0.00
                                              ==========  ============

Weighted average number of
   common shares outstanding:
      Basic                                   2,631,936     2,634,115
                                              ==========  ============
      Diluted                                 2,631,936     2,683,357
                                              ==========  ============
</TABLE>

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


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                CLX ENERGY, INC.
                       Statements of Stockholders' Equity
                     Years Ended September 30, 2002 and 2001


                               Common Stock      Additional
                         ----------------------   Paid-in    Accumulated
                           Shares      Amount     Capital      Deficit
                         -----------  ---------  ---------  ------------
<S>                      <C>          <C>        <C>        <C>
Balances,
  October 1, 2000         2,636,283   $ 26,363    821,576      (354,892)

Repurchase of common
  stock                  (    4,347)   (    44)  (  2,635)            -

Stock option issued for
  services                        -          -     28,000             -

Net income                        -          -          -         4,540
                         -----------  ---------  ---------  ------------

Balances,
  September 30, 2001      2,631,936     26,319    846,941      (350,352)

Net income                        -          -          -      (368,855)
                         -----------  ---------  ---------  ------------

Balances,
  September 30, 2002      2,631,936   $ 26,319    846,941      (719,207)
                         ===========  =========  =========  ============
</TABLE>

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


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                     CLX ENERGY, INC.
                                 Statements of Cash Flows
                         Years Ended September 30, 2002 and 2001


                                                 2002         2001
                                              ----------  -----------
<S>                                           <C>         <C>
Cash flows from operating activities:
   Net income (loss)                          $(368,855)       4,540
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Extraordinary gain on extinguishment
       of debt                                        -     ( 45,470)
      Depreciation and depletion                115,355      169,725
      Expenses incurred in exchange for
       options                                        -       28,000
      Impairment of oil and gas
       properties                                79,331      159,932
      Abandoned properties                       24,873            -
      Gain (loss) on sale of assets               7,673     ( 20,735)
      (Increase) decrease in
       accounts receivable                      450,266     ( 85,695)
      Increase in prepaid expenses             (    521)    (     13)
      Decrease in accounts payable             (442,631)    ( 96,335)
      Decrease in accrued
       liabilities and other                   (  7,500)    (    889)
                                              ----------  -----------
          Net cash provided by
           operating activities                (142,009)     113,060
                                              ----------  -----------
Cash flows from investing activities:
   Proceeds from sale of property
    and equipment                               199,091       82,529
   Purchase of property and equipment          ( 34,420)    (412,780)
   Additions to other assets                   (    941)    (  1,411)
                                              ----------  -----------
          Net cash provided by (used
           in) investing activities             163,730     (331,662)
                                              ----------  -----------
Cash flows from financing activities:
   New long-term borrowings                           -      265,000
   Payments on long-term borrowings            (245,000)    (110,907)
   Purchase of common stock                           -     (  2,679)
                                              ----------  -----------
          Net cash provided by (used
           in) financing activities            (245,000)     151,414
                                              ----------  -----------

          Net decrease in cash                 (223,279)    ( 67,188)

Cash, beginning of year                         537,344      604,532
                                              ----------  -----------

Cash, end of year                             $ 314,065      537,344
                                              ==========  ===========


Supplemental disclosures of cash flow:
   Interest paid                              $  23,685       43,762
                                              ==========  ===========
   Income taxes paid                          $       -        6,645
                                              ==========  ===========
</TABLE>

The accompany notes are an integral part of these financial statements.


                                       23
<PAGE>
                                CLX ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     Years Ended September 30, 2002 and 2001


(1)  Summary of Significant Accounting Policies
     ------------------------------------------

     (a)  Nature of operations
          --------------------
          The Company is engaged in the oil and gas business which consists of
          acquiring, exploring, developing, selling and operating oil and gas
          properties. The Company's oil and gas activities are subject to
          existing Federal, state and local environmental laws, rules and
          regulations. All of the Company's activities are in the United States,
          primarily Colorado, Kansas, Oklahoma and Wyoming. The Company's oil
          and gas production is sold to several purchasers, some of which
          purchase more than 10 percent of oil and gas revenues.

     (b)  Use of estimates
          ----------------
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect certain reported amounts and disclosures.
          Oil and gas reserve estimates are inherently imprecise and are
          continually subject to revisions based on production history, results
          of additional exploration and development, price of oil and gas and
          other factors. Accordingly it is at least reasonably possible those
          estimates could be revised in the near term and those revisions could
          be material.

     (c)  Property and equipment
          ----------------------
          The Company follows the successful efforts method of accounting. Lease
          acquisition and development costs (tangible and intangible) for
          expenditures relating to proved oil and gas properties are
          capitalized. Delay and surface rentals are charged to expense in the
          year incurred. Dry hole costs incurred on exploratory operations are
          expensed. Dry hole costs associated with developing proved fields are
          capitalized. Expenditures for additions, betterments, and renewals are
          capitalized. Geological and geophysical costs are expensed when
          incurred.

          Upon sale or retirement of proved properties, the cost thereof and the
          accumulated depreciation or depletion are removed from the accounts
          and any gain or loss is credited or charged to income. Maintenance and
          repairs are charged to operating expenses.

          Provisions for depreciation and depletion of capitalized exploration
          and development costs are computed on the unit-of-production method
          based on estimated proved developed reserves of oil and gas on a
          property by property basis. An additional impairment provision is
          recorded if the estimated fair market value is less than the carrying
          amount of the assets on a property by property basis.


                                       24
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          Unproved properties are assessed periodically to determine whether
          they are impaired. When impairment occurs, an impairment loss is
          recognized. When leases for unproved properties expire, any remaining
          cost is expensed.

          Depreciation on office equipment is provided using accelerated methods
          with estimated useful lives of five to seven years.

     (d)  Cash and cash equivalents
          -------------------------
          The Company considers all highly liquid debt instruments purchased
          with an original maturity of three months or less to be cash
          equivalents.

     (e)  Fair value of financial instruments
          -----------------------------------
          The Company's financial instruments consist of cash, accounts
          receivable, accounts payable, bank debt, and accrued liabilities. The
          carrying value of cash and cash equivalents, accounts receivable,
          accounts payable, bank debt, and accrued liabilities are considered to
          be representative of their fair market value, due to the short
          maturities of such instruments.

     (f)  Income (loss) per common share
          ------------------------------
          Statement of Financial Accounting Standards (SFAS) No. 128 Earnings
          Per Share, requires dual presentation of basic and diluted earnings
          per share (EPS) with a reconciliation of the numerator and denominator
          of the basic EPS computation to the numerator and denominator of the
          diluted EPS computation. Basic EPS excludes dilution. Diluted EPS
          reflects the potential dilution that could occur if securities or
          other contracts to issue common stock were exercised or converted into
          common stock or resulted in the issuance of common stock that then
          shared in the earnings of the entity.

          Basic income (loss) per share of common stock is computed based on the
          weighted average number of common shares outstanding during the year.
          Diluted EPS includes the potential conversion of dilutive stock
          options for the year ended September 30, 2001. Options are not
          considered in the diluted computations for the year ended September
          30, 2002, as the impact of the potential common shares (250,000) would
          be to decrease loss per share.

     (g)  Stock-Based Compensation
          ------------------------
          SFAS No. 123, Accounting for Stock-Based Compensation, allows
          companies to choose whether to account for employee stock-based
          compensation on a fair value method, or to continue accounting for
          such compensation under the intrinsic value method prescribed in
          Accounting Principles Board Opinion No. 25, Accounting for Stock
          Issued to Employees (APB 25). The Company has chosen to continue to
          account for employee stock-based compensation using APB 25.


                                       25
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


     (h)  Derivative Instruments
          ----------------------

          Statement of Financial Accounting Standard (SFAS) No. 133, Accounting
          for Derivative Instruments and Hedging Activities, as amended,
          establishes accounting and reporting standards requiring that every
          derivative instrument be recorded in the balance sheet as either an
          asset or liability measured at fair value be recognized currently in
          earnings (loss) unless specific hedge accounting criteria are met.

     (i)  Recently Issued Accounting Standards
          ------------------------------------

          In July 2001, the Financial Accounting Standards Board ("FASB") issued
          SFAS No 141, Business Combinations, and SFAS No. 142, Goodwill and
          Other Intangible Assets. SFAS No. 141 requires that the purchase
          method of accounting be used for all business combinations initiated
          after June 30, 2001. Use of the pooling-of-interests method will be
          prohibited on a prospective basis only. SFAS No 142 addresses
          financial accounting and reporting for acquired goodwill and other
          intangible assets. It changes the accounting for goodwill and other
          intangible assets with indefinite lives from an amortization method to
          an impairment-only approach and requires intangible assets with finite
          lives to be amortized over their useful lives. SFAS No. 142 is
          effective for fiscal years beginning after December 15, 2001. The
          adoption of SFAS No. 141 did not have an impact on the financial
          condition or results of operations, as the Company did not enter into
          any business combinations during the year. The Company does not expect
          that the adoption of SFAS No. 142 will have an impact on the financial
          condition or results of operations of the Company.

          In August 2001, the FASB issued SFAS No. 144, Accounting for
          Impairment or Disposal of Long-Lived Assets, which addresses
          accounting and financial reporting for the impairment or disposal of
          long-lived assets. This statement is effective for fiscal years
          beginning after December 15, 2001. The Company does not expect that
          the adoption of SFAS No. 144 will have an impact on the financial
          condition or results of operations of the Company.

(2)  Oil and Gas Property Acquisition and Sale
     -----------------------------------------
          In December 2000 the Company acquired interests in fifteen producing
          oil and gas wells for approximately $265,000. The Company borrowed
          $265,000 from a bank in connection with the acquisition. In September
          2002 the Company sold its interest in the fifteen producing oil and
          gas wells for approximately $178,000. The Company paid $135,000 of the
          proceeds on its bank debt.

(3)  Risk Considerations
     -------------------
          The Company is subject to risks and uncertainties common to
          independent oil and gas companies, including limited financial
          resources, changing oil and gas prices, activities of larger
          competitors, and dependence on key personnel.


                                       26
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(4)  Note Payable
     ------------
          At September 30, 2002, the Company owed a bank $242,857. Monthly
          principal payments of $10,000 plus interest at 5.25% are due on the
          loan. The loan is secured by the Company's oil and gas properties and
          a portion of the loan is guaranteed by a major shareholder.

          The weighted average balance outstanding and the weighted average
          interest rate for 2002 and 2001 were as follows:

                                                         2002         2001
                                                      ----------  -----------
                Weighted average balance
                  outstanding                         $432,857       492,534
                Weighted average interest rate             5.5%          8.6%

(5)  Stockholders' Equity
     --------------------
          On March 20, 2001 the shareholders approved a 1 for 100 reverse stock
          split followed immediately by a 25 for 1 forward share stock split of
          the Company's common stock. Shareholders holding fewer than 100 common
          shares of the Company were cashed out in April, 2001 for $2,679. The
          Company's authorized common shares of 50,000,000 shares did not
          change. The par value of the common stock remained at $.01 per share.
          The financial statements have been adjusted retroactively to reflect
          this change in capital structure.

(6)  Stock Options
     -------------
          On March 20, 2001 the Board of Directors granted an officer of the
          Company a non-qualified option to purchase 125,000 shares of stock of
          the Company at $.40 per share. The Company recorded compensation
          expense of $28,000 since the option price was less than the market
          price of the stock at the date of grant.

          During the 1994 fiscal year the Company adopted an employee incentive
          stock option plan that provides for the issuance to employees,
          including officers, of up to 10 percent of the issued and outstanding
          shares of common stock in accordance with the plan. Under this plan,
          options are exercisable at market price of the Company's common stock
          on the date of grant, have a term of ten years and are earned over a
          five-year period. Options on 125,000 shares were granted on April 26,
          1999 and remain outstanding at September 30, 2002.

          During the 1994 fiscal year the Company adopted a director stock
          option plan which provides for the issuance to members of the board,
          who are not full time employees of the Company, options to purchase up
          to 31,250 shares of the Company's common stock in accordance with the
          plan. Under this plan, options are exercisable at market price of the
          Company's common stock on the date of grant, have a term of ten years
          and are earned over a five year period. No options are outstanding
          under this plan.


                                       27
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)

          A summary of certain stock options information follows:

                                   Outstanding options   Exercisable options
                                   --------------------  -------------------
                                               Weighted             Weighted
                                    Number of  average   Number of  average
                                     shares     price     shares     price
                                    ---------  --------  ---------  --------
          September 30, 2001:
          -------------------
          Incentive stock options     125,000  $    .64     50,000  $   .64
          Non-qualified options       125,000       .40    125,000      .40

          September 30, 2002:
          -------------------
          Incentive stock options     125,000  $    .64     75,000  $   .64
          Non-qualified options       125,000       .40    125,000      .40

          No stock options were exercised during the 2002 or 2001 fiscal years.

          The Company has elected to account for grants of stock options under
          APB Opinion No. 25. During the year ended September 30, 2001 the
          Company granted an officer of the Company a non-qualified option to
          purchase 125,000 shares of stock of the Company. The Company recorded
          compensation expense of $28,000 in fiscal 2001 since the option price
          was less than the market price of the stock at the date of grant. No
          options were granted during the 2002 fiscal year.

          Statement of Financial Accounting Standards No. 123, "Accounting for
          Stock-Based Compensation", (SFAS No. 123) requires compensation
          expense to be determined based on the fair value, as defined, of
          options at the grant date. Pro forma net earnings and pro forma
          earnings per share must be disclosed based on the additional
          compensation expense. For purposes of these pro forma disclosures, the
          estimated fair value of the options granted during the 2001 fiscal
          year, using the Black-Scholes option pricing model, assumed no
          dividend yield, volatility of 77%, interest rate of 5% and expected
          life of 5 years. The estimated fair value of the options granted is
          amortized to expense over the options vesting period. Had compensation
          cost for the stock options granted been based on the estimated fair
          value at the grant dates, as prescribed by SFAS No. 123, the Company's
          pro forma net income (loss) and net income (loss) per share would have
          been as follows:

                                          2002        2001
                                       ----------  ------------
          Net income (loss):
            As reported                $(368,855)        4,540
            Pro forma                   (376,255)      (32,235)
          Net income (loss) per share:
            Basic:
              As reported              $ (  0.14)         0.00
              Pro forma                  (  0.14)      (  0.01)
            Diluted:
              As reported              $ (  0.14)         0.00
              Pro forma                  (  0.14)      (  0.01)


                                       28
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(7)  Income Taxes
     ------------
          As a result of the net loss for the year ended September 30, 2002, an
          income tax benefit was recorded for the potential refund of taxes paid
          in prior years. For the year ended September 30, 2001, a provision for
          current income taxes was allocated to the extraordinary gain on
          extinguishment of debt. The provision consists of Federal and state
          income taxes in the amount of $7,850 and $2,691, respectively.

          At September 30, 2002, after giving effect to ownership changes that
          occurred in the 1999 fiscal year, the Company had net operating loss
          carryforward of approximately $590,000 that expires in varying amounts
          from September 30, 2003 through 2020. The Company's net operating loss
          carryforward is subject to an annual limitation which may defer the
          utilization of the losses as a result of an ownership change as
          defined in Section 382 of the Internal Revenue Code. Differences
          between income tax and financial statement basis of assets
          (approximately $8,000) consists of intangible drilling costs ($57,000)
          which are expensed for tax purposes offset by basis difference of oil
          and gas properties ($65,000) that have a lower financial statement
          basis than income tax basis as a result of impairments of oil and gas
          properties in fiscal 2002 and 2001.

          Benefit relating to the net operating loss carryforward has not been
          reflected as a net deferred tax asset because the limited carryover
          period combined with the history of losses of the Company make it more
          likely than not that the net operating losses will not be utilized by
          the Company prior to their expiration.

          Components of deferred tax liabilities and deferred tax assets of the
          Company are comprised of the following at September 30, 2002:

               Gross deferred tax liabilities:
                   Proved properties
                     basis differences                 $   3,000
               Gross deferred tax assets:
                   Net operating loss carryforward       207,000
                   Valuation allowance for deferred
                     tax assets                         (210,000)
                                                       ----------
               Net deferred amount                     $       -
                                                       ==========

(8)  Lease
     -----
          The Company leases office space under a non-cancelable operating lease
          agreement. This lease requires monthly rent of $1,343. The lease also
          requires the Company to pay certain operating costs of the leased
          property. The Company subleases part of the space for $575 per month.
          Rent expense for all operating leases totaled $9,818 and $10,262
          during 2002 and 2001, respectively. The lease agreement expires in
          April 2003. Minimum lease payments under the lease through April 2003
          are $9,401.


                                       29
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(9)  Major Customers
     ---------------
          During the years ended September 30, 2002 and 2001 the Company had the
          following major customers which acquired 10% or more of total oil and
          gas revenues:

                                         2002      2001
                                       --------  --------

               Enserco                     22%         -%
               Cabot Oil & Gas              -%        18%
               NCRA                        28%        11%
               Oneok Energy                18%        44%

(10)  Extraordinary Gain on Extinguishment of Debt
      --------------------------------------------
          The Company had been advised by Panhandle Eastern Pipe Line Company
          that on September 10, 1997 the Federal Energy Regulatory Commission
          (FERC) issued an order that requires first sellers of gas to make
          refunds for all Kansas Ad Valorem tax reimbursements collected for the
          period from October 3, 1983 through June 28, 1988, with interest. A
          predecessor of the Company, Calvin Exploration Inc. was operator of
          certain Kansas gas wells during the period covered by the order. The
          Company had booked approximately $60,067 as a liability to cover the
          Company's estimated share of the reimbursement claim.

          During the year ended September 30, 2001, settlement was reached on
          the claim for $4,056 and the Company recognized an extraordinary gain
          on extinguishment of debt of $56,011 less $10,541 of income taxes for
          a net gain of $45,470.


(11)  Oil and Gas Expenditures
      ------------------------
          The Company's results of operations from oil and gas exploration and
          production activities (all within the United States) for fiscal 2002
          and 2001 were as follows:

<TABLE>
<CAPTION>
                                               2002       2001
                                            ----------  ---------
<S>                                         <C>         <C>
             Revenues from oil and gas
               producing activities         $ 308,146    848,586
             Producing costs                 (226,950)  (238,674)
             Depreciation, depletion and
               impairment provision          (192,479)  (325,990)
                                            ----------  ---------
             Results of operations from
               oil and gas producing
               activities (excluding
               general and administrative
               and interest costs)          $(111,283)   283,922
                                            ==========  =========
</TABLE>


                                       30
<PAGE>
                                CLX ENERGY, INC.
                  NOTES TO FINANCIAL STATEMENTS (continued)

          The following table sets forth the costs incurred in oil and gas
          producing activities during 2002 and 2001:

<TABLE>
<CAPTION>
                                           2002     2001
                                          -------  -------
<S>                                       <C>      <C>
             Property acquisition costs:
               Unproved                   $18,019   17,427
               Proved                           -  256,997
             Exploration costs             90,813  129,902
             Development costs             34,294  135,708
</TABLE>

          Depreciation and depletion of oil and gas properties per $1.00 of
          gross revenue was $0.37 and $0.20 in 2002 and 2001, respectively. The
          impairment provision of oil and gas properties per $1.00 of gross
          revenue was $0.26 and $0.19 in 2002 and 2001, respectively.

          The capitalized costs related to oil and gas properties were as
          follows at September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                               2002        2001
                                            ----------  -----------
<S>                                         <C>         <C>
             Proved properties              $ 820,182    1,109,627
             Unproved properties               25,968       48,275
                                            ----------  -----------
               Total capitalized costs        846,150    1,157,902
             Less accumulated depreciation
               and depletion                 (601,967)  (  531,118)
                                            ----------  -----------
               Net capitalized costs        $ 244,183      626,784
                                            ==========  ===========
</TABLE>

(12) Supplemental Schedules of Reserve Information (Unaudited)
     ---------------------------------------------------------
          The following reserve related information for 2002 and 2001 is based
          on estimates prepared by management of the Company. Reserve estimates
          are inherently imprecise and are continually subject to revisions
          based on production history, results of additional exploration and
          development, price of oil and gas and other factors. All of the
          Company's oil and gas reserves are located in the United States.

<TABLE>
<CAPTION>
                                                 Oil (Bbl)   Gas (MCF)
                                                 ---------  -----------
<S>                                              <C>        <C>
          Proved reserves at September 30, 2000     8,100      962,800
            Revisions in previous estimates         1,200      540,800
            Discoveries                                 -       19,400
            Purchases                              53,200            -
            Production                            ( 5,900)  (  135,000)
                                                 ---------  -----------
          Proved reserves at September 30, 2001    56,600    1,388,000
            Revisions in previous estimates         4,200   (  533,900)
            Reserves sold                         (45,800)           -
            Production                            ( 6,000)  (   89,900)
                                                 ---------  -----------
          Proved reserves at September 30, 2002     9,000      764,200
                                                 =========  ===========

          Proved developed reserves:

               September 30, 2001                  56,600      745,000
               September 30, 2002                   9,000      511,500
</TABLE>


                                       31
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)

          The following is the standardized measure of discounted future net
          cash flows and changes therein relating to proved oil and gas
          reserves. Future net cash flows were computed using year-end prices
          and costs related to existing proved oil and gas reserves in which the
          Company has mineral interests. No future income tax expense was
          provided due to the Federal income tax carryover. All of the reserves
          are located in the United States.

<TABLE>
<CAPTION>
                                                 September 30
                                             ---------------------
                                                2002       2001
                                             ----------  ---------
<S>                                          <C>         <C>
          Future cash inflows                $1,517,400  4,394,300
          Future production costs               669,500  1,966,300
                                             ----------  ---------
          Future cash flows                     847,900  2,428,000
          10% annual discount for estimated
            timing of cash flows                302,300    888,600
                                             ----------  ---------
          Standardized measure of
            discounted cash flows            $  545,600  1,539,400
                                             ==========  =========
</TABLE>

          The following are the principal sources of change in the standardized
          measure of discounted future net cash flows:

<TABLE>
<CAPTION>
                                           September 30
                                     -------------------------
                                         2002         2001
                                     ------------  -----------
<S>                                  <C>           <C>
          Standardized measure,
            beginning of year        $ 1,539,400    2,001,300
          Sales of oil and gas,
            net of production costs   (   81,200)  (  609,900)
          Purchase of reserves                 -      231,300
          Discoveries                          -       27,800
          Reserves sold                 (210,300)           -
          Net changes in prices and
            future production costs   (  250,000)  (2,107,400)
          Revisions of previous
            quantity estimates        (  486,600)   1,779,000
          Accretion of discount           34,300      217,300
                                     ------------  -----------
          Standardized measure,
            end of year              $   545,600    1,539,400
                                     ============  ===========
</TABLE>

          Future net cash flows were computed using year-end prices for oil of
          $23.25 in 2002 and $22.88 in 2001 and for gas of $1.71 in 2002 and
          $2.23 in 2001.


                                       32
<PAGE>
                                     ITEM 8.

           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

     There have not been any disagreements between the Company and its auditors
on accounting and financial disclosure.


                                    PART III


                                     ITEM 9.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Information concerning the Company's Directors and Executive Officers is
set forth below:

                                                            PERIOD OF
       NAME & AGE                   POSITION                 SERVICE
--------------------------  ---------------------------  -----------------

James L. Burkhart           Chairman of the Board,       February 2, 1999
     68                     Director                     to Present


Robert E. Gee               Director                     February 2, 1999
     71                                                  to Present


E. J. Henderson             President, CEO,              March 26, 1993
     68                     Treasurer & Director         to Present


S. W. Houghton              Director                     March 26, 1993
     62                                                  to Present


George H.C. Lawrence        Director                     December 2, 1993
     65                                                  to Present


                                       33
<PAGE>
James L. Burkhart
-----------------

Mr. Burkhart graduated from Texas A&M University in 1957 with a B.S. Degree in
Petroleum Engineering and attended the graduate school of business of the
University of Tulsa in 1968-1969 and Stanford University's advanced management
program in 1974.  He joined a predecessor to Amoco Production Company in 1957
and held various staff and engineering management positions with them until
1969.  At that time, he joined Cotton Petroleum Corporation, Denver, Colorado,
as Vice President, Production.  He became a Director of Cotton in 1971,
Executive Vice president in 1973 and was made President and Chief Operating
Officer in 1976.  He joined Santa Fe Industries as president of Santa Fe Natural
Resources, Inc. and Chief Executive Officer of Santa Fe Energy Company in 1979.
In mid-1980, Mr. Burkhart formed Burkhart Petroleum Corporation in Tulsa,
Oklahoma, and was its Chairman, President and Chief Executive Officer until
leaving at the end of 1986 to form BRG Petroleum, Inc. in June 1987.  After the
sale of BRG Petroleum, Inc. in June 1998, he co-founded BRG Petroleum
Corporation.  Cotton Petroleum Corporation, Burkhart Petroleum Corporation and
BRG Petroleum, Inc. each operated investor funded joint ventures and limited
partnerships.  BRG Petroleum Corporation currently manages and operates an
investor funded drilling program and income fund limited partnership.

Robert E. Gee
-------------

Mr. Gee graduated from Virginia Military Institute in 1954 with a B.S. Degree in
Civil Engineering and from Stanford University in 1961 with a MBA in Business
Administration.  He joined IBM Corporation in 1961 and held various marketing
and financial position until 1969.  After a marketing career with Microform Data
Systems and Memorex, Mr. Gee entered the investment field on a full time basis
in 1973 with Capital Analysis, Inc.  In 1976, he was a co-founder of Capital
Concepts Investment Corp.  Subsequently, in January, 1982, after resigning from
Capital Concepts, he co-founded Stanford Investment Group, Inc. and has been
chairman of that organization since inception.  Stanford Investment Group, Inc.
is a broker/dealer and registered investment advisor.

E. J. Henderson
---------------

Mr. Henderson is a graduate of Texas A & M University with a B.S. in Petroleum
Engineering.  Mr. Henderson served in Engineering/Operations positions with Pan
American Petroleum and Hunt Oil Company and in Engineering/Management positions
with Consolidated Oil & Gas, Inc., and K.R.M. Petroleum Corporation.  Mr.
Henderson founded Henderson Petroleum Corporation in September 1978.  Henderson
Petroleum Corporation, a public corporation, was acquired by Burkhart Petroleum
Corporation in December 1985.  Mr. Henderson has served as President of E & S
Investments, Inc., since its formation in April 1981 until the merger with CLX
Energy, Inc. in March 1993.


                                       34
<PAGE>
S. W. Houghton
--------------

Mr. Houghton is a graduate of the Wharton School of Finance and Commerce with a
B.S. in Economics.  Mr. Houghton has an extensive background in investment
banking in the financial and natural resources industries serving in corporate
management, an investor in, and a Director in several public and private oil,
gas and mining companies.  Some of the companies with which Mr. Houghton has
been associated are Cotton Petroleum Corporation, Henderson Petroleum
Corporation, Siskon Mining Corporation and Hadson Corporation.  Since resigning
as President and Chief Executive Officer of Hadson Corporation in February 1990,
Mr. Houghton has been active as a private investor and in the management of
Houghton & Company, Inc.

George H.C. Lawrence
--------------------

Mr. Lawrence is a graduate of Columbia College (NYC) and Pace University.  Mr.
Lawrence has extensive experience in investment banking, having served with W.
E. Hutton & Co., R. W. R/Pressrich & Co., and G. H. Walker & Co. from 1960 to
1970.  Since 1970, Mr. Lawrence has been President and CEO of Lawrence Investing
Co., a 100 year old family owned real estate development company.  Mr. Lawrence
has served on the Board of Directors of several companies, including Cotton
Petroleum Corporation from 1971 to 1986.  He has served as a Trustee of Sarah
Lawrence College and as a member of the Board of Governors of Lawrence Hospital.

     The Board of Directors of the Company does not have a standing nominating
committee, compensation committee, audit committee, or other committee
performing similar functions.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Under the U.S. securities laws, directors, certain executive officers and
persons holding more than ten percent of the Company's common stock must report
their initial ownership of the common stock and any changes in the ownership to
the SEC.  The SEC has designated specific due dates for those reports and the
Company must identify in this report those persons who did not file those
reports when due.  Based solely on the Company's review of copies of the reports
filed with the SEC and written representations of its directors and executive
officers, the Company believes that all persons subject to reporting filed
required reports on time in the fiscal year ended September 30, 2002.


                                       35
<PAGE>
                                    ITEM 10.

                             EXECUTIVE COMPENSATION


     The following table sets information regarding compensation of certain
Executive Officers of the Company.

<TABLE>
<CAPTION>
    Name             Principal Position        Year      Annual
                                                      Compensation
---------------  ---------------------------  ------  ------------
<S>              <C>                          <C>     <C>
E. J. Henderson  President, Chief Executive     2002  $     50,000
                 Officer and Chief Financial    2001  $     66,000
                 Officer
</TABLE>


     The officers receive no benefits other than cash compensation.

     The Company does not have any plans for its Executive Officers involving
stock appreciation rights, long term incentive, employment contracts,
termination of employment and change in control agreements.  An officer of the
Company has stock options totaling 250,000 shares which were granted in 1999 and
2001.  These options are detailed in Item 7, Note 6 to the financial statements.

     Directors are not compensated for their services; however, directors are
currently reimbursed travel expenses and the cost of overnight accommodations
incurred in connection with attendance of Directors meetings.


                                    ITEM 11.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of the Company's
equity securities by the directors and executive officers of the Company, and
certain individuals who own 5% or more of the Company's outstanding common
stock.

                                                COMMON STOCK
         NAME                POSITION         PAR VALUE $0.001  % OF CLASS
----------------------  --------------------  ----------------  ----------

Officers & Directors:
---------------------

James L. Burkhart        Chairman of the            642,387(1)       24.41
4904 Lakeridge Dr.       Board, Director &
Lubbock, TX  79424       Member of the
                         Executive Committee

E. J. Henderson          CEO, President              71,250(2)        2.71
518 17th St., Suite 745  Treasurer, Director
Denver, CO  80202        Member of the
                         Executive Committee


                                       36
<PAGE>
Robert E. Gee            Director                   236,208(3)        8.97
69 DeBell Drive
Atherton, CA  94027

S. W. Houghton           Director                   103,097           3.92
420 Madison Ave., Suite 901
New York, NY  10017

George H.C. Lawrence     Director                    10,500(4)        0.40
198 Spinnaker Drive
Vero Beach, FL  32963

Officers and Directors
as a group (6 Persons)                            1,063,442          40.41


(1)  Held in the name of James L. Burkhart Living Trust dtd 9-17-97.

(2)  Does not include an option to acquire 125,000 shares of the Company's
     common stock granted April 26, 1999 at a price of $0.16 per share under the
     terms of the Company's Qualified Employees Stock Option Plan of March 1,
     1994 and a non-qualified stock option to acquire 125,000 shares of the
     Company's common stock granted on March 20, 2001.

(3)  Held in the name of Gee Family Trust dtd 12-23-92 - 26,245 shares and BKM
     Family Limited Partnership - 209,963 shares.

(4)  Held in the name of Lawrence Properties, Inc.


                                    ITEM 12.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


For information on these matters refer to Notes 4 and 6 of "Notes to Financial
Statements".


                                       37
<PAGE>
                                    ITEM 13.

                     EXHIBITS, LISTS AND REPORTS ON FORM 8-K


(a)  The following documents are filed as a part of this report.

     (i)  Financial Statements. See "Index to Financial Statements" in Part II,
          Item 7.

     (ii) Exhibits:
               Exhibit 11.  Computation of Net Income (Loss) Per Share

(b)  No reports on Forms 8-K were filed during the Company's quarter ended
September 30, 2002.


                                    ITEM 14.

                             CONTROLS AND PROCEDURES

     A review and evaluation was performed by the Company's management,
including the Company's Chief Executive Officer (the "CEO') and Chief Financial
Officer (the "CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of a date within 90 days prior
to the filing of this annual report.  Based on that review and evaluation, the
CEO and CFO has concluded that Company's current disclosure controls and
procedures, as designed and implemented, were effective.  There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the Company's internal controls subsequent to the
date of their evaluation.  There were no significant material weaknesses
identified in the course of such review and evaluation and, therefore, no
corrective measures were taken by the Company.


                                       38
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 CLX ENERGY, INC.


Date:   December 23, 2002        By /s/ E. J. Henderson
                                   ----------------------------------
                                   E. J. Henderson, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on dates indicated:


Date:   December 23, 2002        By /s/ James L. Burkhart
                                   ----------------------------------
                                   James L. Burkhart, Chairman of the
                                   Board and Director

Date:   December 23, 2002        By /s/ Robert E. Gee
                                   ----------------------------------
                                   Robert E. Gee, Director

Date:   December 23, 2002        By /s/ E. J. Henderson
                                   ----------------------------------
                                   E. J. Henderson, CEO, President,
                                     Treasurer and Director

Date:   December 23, 2002        By /s/ S. W. Houghton
                                   ----------------------------------
                                   S. W. Houghton, Director

Date:   December 23, 2002        By /s/ George H.C. Lawrence
                                   ----------------------------------
                                   George H.C. Lawrence, Director


                                       39
<PAGE>
                                  CERTIFICATION


I, E. J. Henderson, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of CLX Energy, Inc.;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact necessary to make the statements made, in
          light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this annual report;

     4.   I am responsible for establishing and maintaining disclosure controls
          and procedures (as defined in Exchange Act rules 13a-14 and 15d-14)
          for the registrant and have:

          a. Designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to me by
          others within that entity, particularly during the period in which
          this annual report is being prepared;
          b. Evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date") and
          c. Presented in this annual report my conclusions about the
          effectiveness of the disclosure controls and procedures based on my
          evaluation as of the Evaluation Date;

     5.   I have disclosed, based on my most recent evaluation, to the
          registrant's auditors and the audit committee of registrant's board of
          directors (or persons performing the equivalent functions):

          a. All significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
          b. Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

     6.   I have indicated in this annual report whether or not there were
          significant changes in internal controls or other factors that could
          significantly affect internal controls subsequent to the date of our
          most recent evaluation, including any corrective actions with regard
          to significant deficiencies and material weaknesses.

Date:  December 23, 2002

                                     /s/ E. J. Henderson
                                     -------------------------------------
                                     E. J. Henderson,
                                     Chief Executive Officer, President,
                                     and Chief Financial Officer


                                       40
<PAGE>