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, 2000

_____  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:  $ 734,626.

<PAGE>




     As of the close of trading on December 18, 2000 there were 10,545,132
common shares outstanding, 5,077,749 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 18, 2000, was approximately
$889,000.

Documents Incorporated By Reference:  None
































































<PAGE>




CLX ENERGY, INC.

FORM 10-KSB

TABLE OF CONTENTS

SEPTEMBER 30, 2000
_________________________________________________________________________

PART I                                                           Page
                                                                 ----

Item 1.     Description of Business                               2

Item 2.     Description of Properties                             6

Item 3.     Legal Proceedings                                     9

Item 4.     Submission of Matters to a vote of Security Holders  10

PART II

Item 5.     Market for Common Equity and Related
              Stockholder Matters                                10

Item 6.     Management's Discussion and Analysis or Plan
              of Operations                                      11

Item 7.     Financial Statements                                 14

Item 8.     Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure                32

PART III

Item 9.     Directors, Executive Officers, Promoters and
              Control Persons; Compliance with
              Section 16(a) of the Exchange Act                  32

Item 10.    Executive Compensation                               35

Item 11.    Security Ownership of Certain Beneficial Owners and
              Management                                         35

Item 12.    Certain Relationships and Related Transactions       36

Item 13.    Exhibits, Lists and Reports on Form 8-K              37
























<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
--------------------

     CLX Energy, Inc., 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, 2000 the Company's significant oil and gas operations
were located in the following areas.

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

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














                                  2

<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.













                                        3

<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 10 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.














                                        4

<PAGE>




EMPLOYEES
---------

     As of September 30, 2000, 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.


























































                                        5

<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 which the Company leases from an unaffiliated entity.
The Company currently occupies approximately 1,233 square feet for which it pays
a monthly rental of $1,233.  The lease agreement on this space is for three
years terminating December 31, 2001.  Monthly rental for calendar year 2001 will
be $1,328.

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 discounted future
net revenue attributable to proved producing reserves of $1,884,000 is
attributed 93.8% to natural gas reserves and 6.2% to oil reserves.

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

               Producing Properties               Non-Prod. Properties
               --------------------               --------------------
               Gross          Net                 Gross          Net
               Acres          Acres               Acres          Acres
               -----          -----               -----          -----

State
-----

Colorado       5,356         1,071              22,405          4,005
Kansas         3,465           353               2,956            608
Oklahoma       1,120           212                 -              -
Wyoming          716            58               5,266          1,362
              ------         -----              ------          -----

              10,657         1,694              30,627          5,975

     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.


















                                        6

<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.

                                           September 30
                                        ------------------
                                        2000          1999
                                        ----          ----

     Barrels of oil
     --------------
       Proved                            8,100        11,100
       Proved developed                  8,100        10,800

     MCF of gas
     ----------
       Proved                          962,800     1,036,600
       Proved developed                916,000       897,400


     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.


                                           September 30
                                        ------------------
                                        2000          1999
                                        ----          ----

       Proved                       $2,001,300     1,298,800
       Proved developed             $1,884,000     1,069,500

     The above reserves are located entirely within the United States.
















                                        7

<PAGE>




OIL AND GAS RESERVE ESTIMATES FILED
-----------------------------------

     Since September 30, 2000 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
                               -----------------------
                                 2000           1999
                                 ----           ----


     Crude Oil (Bbls)             2,000          1,900
     Natural Gas (MCF)           57,700         53,300


     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
                               -----------------------
                                 2000           1999
                                 ----           ----


   Average Sales Price
     Per Barrel of Oil         $ 23.41          10.85
     Per MCF of Gas            $  3.24           2.25

   Average Lifting Cost
     Per Equivalent MCF        $   .17            .42
     Per Equivalent BBL        $  4.41           3.07



























                                        8

<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, 2000, which are located on 10,657 gross (1,694 net)
acres:

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

                2       22              .15     3.13

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 2000, and
1999.

          Exploratory Wells             Development Wells
          -----------------             -----------------
         Net Prod.   Net Dry         Net Prod.   Net Dry
         ---------   -------         ---------   -------
                              2000
                              ----
             0         .023            .34         0
                              1999
                              ----
            .05        .028            .4250       0

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

     As of December 31, 2000, the Company is not involved in the drilling of any
wells.

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

     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, except for the
demand for reimbursement of certain taxes as described in Note 11.  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.













                                        9

<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.

     FISCAL 1999
     -----------
                                   HIGH                    LOW
                                   ----                    ---
Quarter Ended
  December 31, 1998                 .20                    .125
  March 31, 1999                    .20                     .15
  June 30, 1999                     .20                     .10
  September 30, 1999                .25                     .15

     FISCAL 2000
     -----------
                                   HIGH                    LOW
                                   ----                    ---
Quarter Ended
  December 31, 1999                 .20                     .15
  March 31, 2000                    .44                     .19
  June 30, 2000                     .31                     .25
  September 30, 2000                .38                     .25

     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 and $0.01 par value
preferred stock as of September 30, 2000.

     TITLE OF CLASS   SHARES OUTSTANDING   NUMBER OF SHAREHOLDERS
     --------------   ------------------   ----------------------

     $0.01 Par Value      10,545,132               1,114
      Common Stock
















                                       10

<PAGE>




     The Series A Preferred Stock was converted into common stock on January 11,
1999.  See note (5) of the Notes to Financial Statements for details of the
conversion.

     On February 2, 1999, the Company executed a Stock Purchase Agreement
pursuant to which the Company issued an aggregate of 5,773,973 shares of its
common stock to ten persons.  The Company received a total of $275,000 cash for
the issuance of those shares of common stock and the acquirors of those shares
agreed to loan the Company, or guaranty debt of the Company for, up to $300,000
for oil and gas acquisitions during the period commencing on February 2, 1999
and ending on February 2, 2002.  The Company issued its common stock in that
transaction pursuant to an exemption from registration under
Section 4(2) of the Securities Act.

     Simultaneous with the completion of the foregoing private placement, the
outstanding preferred stock of the Company, including the accrued but unpaid
interest, was exchanged for common stock of the Company at an exchange rate of
five shares of common stock for each share of preferred stock including accrued
but unpaid interest.  A total of 670,005 shares of common stock were issued by
the Company in that exchange pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act.

     During fiscal 2000 the Company purchased 3,000 shares of common stock of
the Company for $812.


                                     ITEM 6.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OR OPERATIONS

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

     In fiscal 2000 the Company participated in the drilling of 6 wells, 4 of
which were productive.  In fiscal 1999 the Company purchased interests in six
producing gas wells and participated in the drilling of 4 wells, three of which
were productive.  Based on current prices 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.

     In fiscal 1999 the Company completed a private placement of 5,773,793
shares of its common stock for $275,000.

     The Company's current assets exceed its current liabilities by
approximately $89,000.  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.



















                                       11

<PAGE>




RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999:
--------------------------------------------------------------------------

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

     Revenue from oil and gas sales for the year ended September 30, 2000 was
$656,811 compared to $167,779 for the year ended September 30, 1999.  This
increase is primarily attributable to additional revenues from new oil and gas
wells that the Company participated in drilling and increases in average unit
prices for oil and gas.  Management fees increased due to operating fees
received for operating certain producing wells and management fees received for
serving as general partner of a limited partnership.

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

                                   YEAR ENDED SEPTEMBER 30
                                   -----------------------
     Quantities Sold                2000             1999
     ---------------                ----             ----

       Oil (Bbls.)                   2,000            1,900
       Gas (MCF)                   186,900           53,300

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

       Oil (Bbls.)                  $23.41            10.85
       Gas (MCF)                    $ 3.26             2.25

Operating Costs and Expenses
----------------------------

     Lease operating expense, was $127,282 for the year ended September 30, 2000
compared to $36,006 for the year ended September 30, 1999.  Production taxes
increased from $15,182 in the 1999 fiscal year to $35,548 in the 2000 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.

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

     General and administrative expense for the year ended September 30, 2000
was $166,806 compared to $118,151 for the year ended September 30, 1999.  The
increase was primarily the result of 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.

     Interest expense increased due to the bank debt used to purchase producing
oil and gas properties.













                                       12

<PAGE>




RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998:
--------------------------------------------------------------------------

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

     Revenue from oil and gas sales for the year ended September 30, 1999 was
$167,779 compared to $82,019 for the year ended September 30, 1998.  This
increase is primarily attributable to purchased oil and gas properties and new
discoveries.  The increase in gas sales volumes was also primarily the result of
purchased properties and new discoveries.  Management fees increased since the
Company is now acting as operator on several wells.

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

                                   YEAR ENDED SEPTEMBER 30
                                   -----------------------
     Quantities Sold                1999             1998
     ---------------                ----             ----

       Oil (Bbls.)                   1,900            2,200
       Gas (MCF)                    53,300           25,600

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

       Oil (Bbls.)                  $10.85             9.42
       Gas (MCF)                    $ 2.25             2.36

Operating Costs and Expenses
----------------------------

     Lease operating expense, was $36,006 for the year ended September 30, 1999
compared to $15,505 for the year ended September 30, 1998.  This increase is
attributable primarily to expenses associated with purchased oil and gas
properties and new discoveries.  The increase in production taxes was
attributable to the increase in oil and gas sales.

     Depreciation and depletion increased as a result of increased production
and higher cost basis of purchased properties.

     The unusual expenses for the year ended September 30, 1999 includes $9,900
for the Company's share of a settlement with the Wind River Tax Commission
concerning royalty calculations for gas sold from a gas field from 1988 to 1995.
All working interest owners approved settling the dispute to avoid the cost of
litigation.  The Company sold its interest in the gas property in 1995.  Unusual
expenses also includes $5,178 of expenses associated with the ad valorem tax
reimbursement described in Note 11.

     General and administrative expense for the year ended September 30, 1999
was $118,151 compared to $88,690 for the year ended September 30, 1998.  The
increase was the result of increases in salary expense, contract wages and a
general increase in costs associated with increased activities.













                                       13

<PAGE>




                                     ITEM 7.


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


                                CLX ENERGY, INC.


                          INDEX TO FINANCIAL STATEMENTS



                                                                          Page

Independent Auditor's Report                                               15
Balance Sheet - September 30, 2000                                         16
Statements of Operations - years ended
  September 30, 2000 and 1999                                              17
Statements of Stockholders' Equity -
  years ended September 30, 2000 and 1999                                  18
Statements of Cash Flows - years ended
  September 30, 2000 and 1999                                              19
Notes to financial statements - years
  ended September 30, 2000 and 1999                                        21











































                                       14

<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, 2000 and the related statements of operations, stockholders'
equity and cash flows for each of the years in the two-year period ended
September 30, 2000.  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 generally accepted auditing
standards.  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, 2000 and the results of its operations and its cash flows for each
of the years in the two-year period ended September 30, 2000, in conformity with
generally accepted accounting principles.


EASTON AND BARSCH
Certified Public Accountants
Lakewood, Colorado

December 18, 2000



























                                       15

<PAGE>




                                CLX ENERGY, INC.
                                  Balance Sheet
                               September 30, 2000

<TABLE>
<CAPTION>
              Assets
              ------
<S>                                           <C>
Current assets:
   Cash                                       $   604,532
   Accounts receivable:
     Trade                                        100,996
     Oil and gas sales                            436,611
   Prepaid expenses                                 3,546
                                                ---------
          Total current assets                  1,145,685
                                                ---------
Property and equipment, at cost :
   Oil and gas properties (successful
     effort method):
       Proved                                     909,430
       Unproved                                    67,959
   Office equipment                                16,353
                                                ---------
                                                  993,742
       Less accumulated depreciation
         and depletion                         (  365,060)
                                                ---------
   Property & equipment, net,                     628,682
Other assets - oil and gas bond deposit            25,603
                                                ---------
                                              $ 1,799,970
                                                =========

     Liabilities and Stockholders' Equity
     ------------------------------------
Current liabilities:
   Accounts payable:
     Trade                                    $   332,002
     Oil and gas sales                            624,413
   Current portion of long-term debt               83,268
   Accrued liabilities and other                   16,744
                                                ---------
          Total current liabilities             1,056,427
                                                ---------
Long-term debt, less current portion              250,496
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,
     10,545,132 shares issued and
     outstanding                                  105,451
   Additional paid-in capital                     742,488
   Accumulated deficit                         (  354,892)
                                                ---------
          Net stockholders' equity                493,047
                                                ---------
                                              $ 1,799,970
                                                =========
<FN>

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

</TABLE>
                                       16

<PAGE>




                                CLX ENERGY, INC.
                            Statements of Operations
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                2000          1999
                                                ----          ----

<S>                                          <C>            <C>

Revenues:
   Oil and gas sales                         $ 656,811       167,779
   Management fees                              77,815         7,267
                                               -------       -------
     Total revenue                             734,626       175,046
                                               -------       -------
Operating expenses:
   Lease operating                             127,282        36,006
   Production taxes                             35,548        15,182
   Lease rentals                                10,513         2,789
   Dry holes and abandoned leases               37,075         5,599
   Depreciation and depletion                  112,101        41,769
   Unusual expenses                                -          15,078
   Impairment of oil and gas properties            -           3,088
   General and administrative                  166,806       118,151
                                               -------       -------
     Total operating expenses                  489,325       237,662
                                               -------       -------
     Operating income (loss)                   245,301      ( 62,616)
                                               -------       -------
Other income (expenses):
   Gain on sale of assets                        9,002         6,452
   Interest income                               6,672         1,429
   Interest expense                           ( 46,917)     (  9,751)
                                               -------       -------
     Total other income (expenses)            ( 31,243)     (  1,870)
                                               -------       -------

Income (loss) before income taxes              214,058      ( 64,486)

   Provision for income taxes                 (  3,500)          -
                                               -------       -------

          Net income (loss)                  $ 210,558      ( 64,486)
                                               =======       =======

Net income (loss) per common share
   Basic                                     $     .02      (    .01)
                                               =======       =======
   Diluted                                   $    .02       (    .01)
                                               =======       =======

Weighted average number of
   common shares outstanding
     Basic                                  10,548,124     8,296,085
                                            ==========     =========
     Diluted                                10,762,410     8,296,085
                                            ==========     =========

<FN>

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

</TABLE>



                                       17

<PAGE>




                                CLX ENERGY, INC.
                       Statements of Stockholders' Equity
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>

                         Preferred Stock       Common Stock    Additional    Accumulated
                         ---------------       ------------      Paid-in     -----------
                         Shares   Amount     Shares    Amount    Capital      Deficit
                         ------   ------     ------    ------    -------      -------

<S>                    <C>       <C>      <C>         <C>        <C>        <C>

Balances,
  October 1, 1998       134,000  $ 1,340   4,054,154  $  40,542   541,417   (500,964)

Common stock issued
  for preferred stock  (134,000)  (1,340)    670,005      6,700  (  5,360)       -

Common stock issued
  for cash, net of
  expenses                  -        -     5,773,973     57,739   201,713        -

Common stock issued
  on exercise of
  stock options             -        -        50,000        500     5,500        -

Net loss                    -        -           -          -         -     ( 64,486)
                        -------    -----  ----------    -------   -------    -------

Balances,
  September 30, 1999        -        -    10,548,132    105,481   743,270   (565,450)

Common stock purchases      -        -   (     3,000)  (     30) (    782)       -

Net income                  -        -           -          -         -      210,558
                        -------    -----  ----------    -------   -------    -------

Balances,
  September 30, 2000        -    $   -    10,545,132  $ 105,451   742,488   (354,892)
                        =======    =====  ==========    =======   =======    =======

<FN>

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

</TABLE>





















                                       18

<PAGE>




                                CLX ENERGY, INC.
                            Statements of Cash Flows
                     Years Ended September 30, 2000 and 1999

<TABLE>
<CAPTION>
                                                     2000         1999
                                                     ----         ----
<S>                                             <C>           <C>
Cash flows from operating activities:
   Net income (loss)                            $   210,558   (   64,486)
   Adjustments to reconcile net income (loss)
  to net cash provided by operating
  activities:
    Depreciation and depletion                      112,101       41,769
    Impairment of oil and gas
     properties                                         -          3,088
       Abandoned properties                          12,331        1,171
       Gain on sale of assets                    (    9,002)  (    6,452)
       (Increase) decrease in
      accounts receivable                        (  161,735)  (  368,479)
       (Increase) decrease in
      prepaid expenses                           (    2,408)  (    1,138)
    Increase (decrease) in
         accounts payable                           404,677      470,131
       Increase (decrease) in
         prepaid drilling costs                  (   90,050)      90,050
    Increase (decrease) in
         accrued expenses                             3,500        4,889
                                                  ---------    ---------
    Net cash provided by (used in)
      operating activities                          479,972      170,543
                                                  ---------    ---------
Cash flows from investing activities:
   Proceeds from sale of property
  and equipment                                      25,594        8,281
   Purchase of property and equipment            (  170,686)  (  511,997)
   Purchase of assets held for sale                     -     (1,585,640)
   Reduction in assets held for sale              1,585,640          -
   Additions to other assets                     (      603)  (   25,000)
                                                  ---------    ---------
    Net cash provided by (used
      in) investing activities                    1,439,945   (2,114,356)
                                                  ---------    ---------
Cash flows from financing activities:
   New short-term borrowings                            -        202,125
   Payments on short-term borrowings                    -     (  202,125)
   New long-term borrowings                             -      2,000,000
   Payments on long-term borrowings              (1,632,903)  (   33,333)
   Proceeds from issuance of common stock               -        265,452
   Purchase of common stock                      (      812)         -
                                                  ---------    ---------
    Net cash provided by (used
      in) financing activities                   (1,633,715)   2,232,119
                                                  ---------    ---------
          Net increase (decrease) in cash           286,202      288,306
Cash, beginning of year                             318,330       30,024
                                                  ---------    ---------
Cash, end of year                               $   604,532      318,330
                                                  =========    =========

Supplemental disclosures of cash
  flow information - cash paid
  during period for interest                    $    41,861        5,315
                                                  =========    =========

</TABLE>
                                   (CONTINUED)

                                       19

<PAGE>




                                CLX ENERGY, INC.
                            Statements of Cash Flows
                     Years Ended September 30, 2000 and 1999
                                   (Continued)

<TABLE>
<CAPTION>

Supplemental disclosure of noncash investing and financing activities:

                                                     2000         1999
                                                     ----         ----

<S>                                               <C>              <C>

Conversion of Series A preferred
  stock to common stock                           $     -          1,340

<FN>

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

</TABLE>














































                                       20

<PAGE>




                                CLX ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     Years Ended September 30, 2000 and 1999


(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.















                                       21

<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 stock options for the
          year ended September 30, 2000.  Stock options are not considered in
          diluted EPS for the year ended September 30, 1999 as the impact of the
          potential common shares (500,000 shares at September 30, 1999) would
          be to decrease loss per share.  Therefore, diluted loss per share for
          the year ended September 30, 1999 is equivalent to basic loss per
          share.





















                                       22

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


     (g)  Comprehensive Income
          --------------------
          During the year ended September 30, 1999, the company adopted SFAS
          No. 130, Reporting Comprehensive Income, which establishes new rules
          for the reporting and display of comprehensive income and its
          components.  During fiscal 2000 and 1999,the Company did not have any
          components of comprehensive income to report.

(2)  Oil and Gas Property Acquisition
     --------------------------------
          In a transaction effective April 1, 1999 the Company acquired
          interests in six producing oil and gas wells and an interest in
          undeveloped oil and gas leases for $1,935,250.  The Company borrowed
          $2,000,000 from a bank to pay for the acquisition.  The Company sold,
          at its cost, plus an expense reimbursement of 2.5%, 80% of the
          properties acquired in the acquisition to a limited partnership in
          which the Company is the general partner.  The Company contributed 1%
          of capital contributions to the partnership in exchange for a 5%
          interest in the income and expenses of the partnership.  The
          partnership was organized in early October, 1999 and paid for its
          share of the properties on October 12, 1999.  A portion of the
          proceeds received were used to reduce bank debt by $1,548,000 on
          October 12, 1999.

(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.

(4)  Notes Payable
     -------------
          During the year ended September 30, 1999 the Company borrowed $202,125
          from its major shareholder for the deposit on an oil and gas property
          purchased by the Company as described in note 2.  The loan was repaid
          with interest at 8.5% on August 11, 1999 when the Company obtained
          bank financing of $2,000,000.  At September 30, 1999, the bank loan
          had a balance due of $1,966,667 and bears interest at 8.75%.  In
          addition to the principal payment of $1,548,000 on October 12, 1999
          (see Note 2), monthly principal payments of $6,969 plus interest are
          due on the loan.  The loan is secured by the oil and gas properties of
          the Company and a portion of the loan is guaranteed by the major
          shareholder.

          The weighted average balance outstanding and the weighted average
          interest rate for 2000 and 1999 were as follows:
                                                          2000          1999
                                                          ----          ----
               Weighted average balance
                 outstanding                            $429,816       297,231
               Weighted average interest rate                9.7%          8.9%













                                       23

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(5)  Stockholders' Equity
     --------------------
          On February 2, 1999, the Company completed a private placement of
          5,773,793 shares of it's $.01 par value common stock for $275,000.
          The investors in the private placement also agreed to provide
          guarantees of bank loans of interim financing as necessary to a
          maximum of $300,000 for property acquisitions during the period from
          February 2, 1999 to February 2, 2002.

          Simultaneous with the completion of the private offering, the Officers
          and Directors of the Company agreed to cancel their outstanding stock
          options previously granted to them.  As a result, options on 425,000
          shares of common stock were canceled.  The Company did not
          simultaneous cancel the previously adopted stock options plan.  Also
          simultaneous with the completion of the private offering, the
          preferred shareholders converted their 134,000 shares of preferred
          stock into 670,005 shares of common stock.

          During fiscal 2000 the Company purchased 3,000 shares of common stock
          of the Company for $812.

(6)  Stock Options
     -------------
          During the 1994 fiscal year the Company adopted an employee incentive
          stock option plan which 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 100,000 shares issued during the 1994
          fiscal year under this plan were canceled on February 2, 1999.
          Options on 500,000 shares were granted on April 26, 1999 and remain
          outstanding at September 30, 2000.

          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 125,000 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.  The Company issued
          options on 125,000 shares under this plan in prior fiscal years and
          all of the options were canceled on February 2, 1999.

          The Company granted non-qualified options to an officer of the Company
          for 200,000 common shares at $ .25 per share during a prior fiscal
          year.  The options were exercisable for up to ten years after the date
          of grant.  These options were canceled on February 2, 1999.

















                                       24

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          In connection with the acquisition of an oil and gas property in
          September, 1994, the Company issued non-qualified options for 50,000
          shares of common stock at $ .12.  The options were exercised in
          August, 1999.

          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, 1999:
          -------------------
           Incentive stock options     500,000   $  .16           -      $   -

          September 30, 2000:
          -------------------
           Incentive stock options     500,000   $  .16       100,000    $  .16

          No incentive stock options were exercised during the 2000 or 1999
          fiscal years.

          The Company has elected to account for grants of stock options under
          APB Opinion No. 25.  No compensation cost has been recognized on the
          statements of operations through September 30, 2000 for stock options
          granted.  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.  No options were granted during the 2000 fiscal
          year.  For the 1999 fiscal year, additional compensation expense under
          SFAS No. 123 would have increased the net loss from $64,486 to a pro
          forma net loss of $101,486.  The additional compensation expense for
          1999 did not change the net loss per share of $.01.  The pro forma
          adjustment is calculated using an estimated fair market value of each
          option on the date of grant based upon an expected life of 7 years,
          risk-free interest rate of 6.3%, expected dividend yield of 0% and
          volatility of 30%.
























                                       25

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(7)  Unusual Expenses
     ----------------
          The amount reflected as unusual expenses for the 1999 fiscal year in
          the statements of operations includes $9,900 representing the
          Company's share of a settlement with the Wind River Tax Commission
          concerning royalty calculations for gas sold from a gas field from
          1988 to 1995.  All working interest owners approved settling the
          dispute to avoid the cost of litigation.  The Company sold its
          interest in the gas property in 1995.  Unusual expenses for fiscal
          1999 also includes $5,178 of expenses associated with the ad valorem
          tax reimbursement described in Note 11.

(8)  Income Taxes
     ------------
          The components of the provision for income taxes are:

                                               2000         1999
                                               ----         ----

               Current income taxes:
                  Federal                     $ 2,500          -
                  State                         1,000          -
                                               ------        -----
                    Total current               3,500          -
               Deferred income taxes              -            -
                                               ------        -----
                    Total provision           $ 3,500          -
                                               ======        =====

          The following table reconciles the U.S. statutory rate to the
          Company's effective tax rate:

                                               2000         1999
                                               ----         ----

               Federal statutory rate           35.0%       (35.0%)
               Net operating losses            (17.3 )         -
               State taxes                       0.0           -
               Statutory depletion             ( 4.0 )         -
               Intangible drilling costs       (13.9 )         -
               Other                           ( 1.4 )         -
               Valuation allowance                -          35.0
                                                -----        -----

                  Effective tax rate             1.6%         0.0%
                                                =====        =====

          At September 30, 2000, after giving effect to ownership changes that
          occurred in the 1999 fiscal year, the Company has a net operating loss
          carryforward of approximately $360,000 which expires in varying
          amounts from September 30, 2003 through 2017.  The $360,000
          carryforward is subject to an annual limitation of approximately
          $23,500.  Differences between income tax and financial statement basis
          of assets consists of basis difference of oil and gas properties
          ($40,000) as a result of a purchase acquisition in a prior fiscal year
          and intangible drilling costs ($140,000) which are expensed for tax
          purposes.








                                       26

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          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, prior to
          the year ended September 30, 2000, 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, 2000:

               Gross deferred tax liabilities:
                    Proved properties
                      basis differences                              $( 63,000)
               Gross deferred tax assets:
                    Net operating loss carryforward                    126,000
                    Valuation allowance for deferred
                      tax assets                                      ( 63,000)
                                                                       -------
               Net deferred amount                                   $     -
                                                                       =======

(9)  Lease
     -----
          The Company leases office space under a non-cancelable operating lease
          agreement.  This lease requires monthly rent of $1,138.  The lease
          also requires the Company to pay certain operating costs of the leased
          property.  Rent expense for all operating leases totaled $14,586 and
          $12,962 during 2000 and 1999, respectively.  Minimum lease payments
          under the lease are $14,837 in fiscal 2001.

(10)  Major Customers
      ---------------
          During the years ended September 30, 2000 and 1999 the Company had the
          following major customers which acquired 10% or more of total oil and
          gas revenues:

                                        2000       1999
                                        ----       ----

               Cabot Oil & Gas           22%        39%
               Credo Petroleum Corp      - %        23%
               Kansas Gas Supply         59%        18%























                                       27

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(11)  Contingency and Unusual Expenses
      --------------------------------
          The Company has 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.

          This claim resulted from a FERC order issued September 10, 1997 which
          stated that ad valorem tax levied by the State of Kansas could not be
          considered as an add-on to the Maximum Lawful Price (MLP) of gas sold
          under the NGPA of 1978 covering the period from October 3, 1983
          through June 28, 1988.  This order reversed the FERC rules in effect
          during that time period that ad valorem taxes paid to the State of
          Kansas by producers could recover from the pipeline company by the
          producers over and above the MLP of gas sold under the guidelines set
          forth in the NGPA of 1978.

          A predecessor of the Company, Calvin Exploration Inc. was operator of
          certain Kansas gas wells during the period covered by the order.
          Panhandle Eastern Pipe Line Company has advised the Company that
          Calvin Exploration Inc., as first seller, was paid $57,732 in Kansas
          Ad Valorem taxes.  The Company was also advised that as successor in
          interest to the first seller, the amount of the refund that must be
          repaid with interest was approximately $196,000 on the due date of
          March 9, 1998.

          On February 6, 1998 the Company filed a request for Staff review with
          the FERC relative to their order.  The Company asked that the Company
          be responsible only for reimbursement of ad valorem taxes attributable
          to its working interest in the properties subject to the FERC order,
          that the Company not be required to reimburse taxes on behalf of
          royalty owners since such taxes are not recoverable from the royalty
          owners, and that the Company be allowed to service it's reimbursement
          obligation over a five year period due to the financial hardship which
          would result from one lump sum payment.

          The Company has received various correspondence from the FERC
          concerning its request for Staff Review, the latest dated October 31,
          2000.  In this letter the Company was advised that it was responsible
          only for reimbursement of it's working interest share of the total
          refund.  Additional information was requested prior to the Commission
          making a decision to relieve the Company of the obligation to
          reimburse taxes on behalf of the royalty owners.  The request for
          installment payments was not addressed.

          The Company has booked approximately $60,000 as a current liability to
          cover the Company's estimated share of the reimbursement claim.

















                                       28

<PAGE>




                                CLX ENERGY, INC.
                  NOTES TO FINANCIAL STATEMENTS (continued)


(12) 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 2000
          and 1999 were as follows:
                                                    2000        1999
                                                    ----        ----
             Revenues from oil and gas
                producing activities             $ 656,811     167,779
             Producing costs                      (162,830)   ( 51,188)
             Depreciation, depletion and
                impairment provision              (109,201)   ( 44,181)
                                                   -------     -------
             Results of operations from
                oil and gas producing
                activities (excluding
                general and administrative
                and interest costs)              $ 384,780      72,410
                                                   =======     =======

          The following table sets forth the costs incurred in oil and gas
          producing activities during 2000 and 1999:

                                                     2000        1999
                                                     ----        ----
             Property acquisition costs:
                Unproved                          $  30,820      44,988
                Proved                                  -       369,963
             Exploration costs                       50,485      55,586
             Development costs                       73,889      38,457

          Depreciation and depletion of oil and gas properties per $1.00 of
          gross revenue was $0.17 and $0.24 in 2000 and 1999, respectively.
          The impairment provision of oil and gas properties was $.02 per $1.00
          of gross revenue in 1999.

          The capitalized costs related to oil and gas properties were as
          follows at September 30, 2000 and 1999:

                                                 2000       1999
                                                 ----       ----
             Proved properties                $ 909,430    788,131
             Unproved properties                 67,959     60,302
                                               -------    -------
                Total capitalized costs         977,389    848,433
             Less accumulated depreciation
                and depletion                  (357,966)  (251,839)
                                                -------    -------
             Net capitalized costs            $ 619,423    596,594
                                                =======    =======















                                       29

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(13) Supplemental Schedules of Reserve Information (Unaudited)
     ---------------------------------------------------------
          The following reserve related information for 2000 and 1999 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.

                                                     Oil (Bbl)   Gas (MCF)
                                                     ---------   ---------

          Proved reserves at September 30, 1998         23,100     214,400
             Revisions in previous estimates          ( 10,700) (   31,000)
             Purchase of reserves                          -       612,400
             Discoveries                                   600     294,100
             Production                               (  1,900) (   53,300)
                                                       -------   ---------
          Proved reserves at September 30, 1999         11,100   1,036,600
             Revisions in previous estimates          (  2,000) (   57,700)
             Discoveries                                 1,000     170,800
             Production                               (  2,000) (  186,900)
                                                       -------   ---------
          Proved reserves at September 30, 2000          8,100     962,800
                                                       =======   =========

          Proved developed reserves:

               September 30, 1999                       10,800     897,400
               September 30, 2000                        8,100     916,000

          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.

                                                        September 30
                                                      ----------------
                                                      2000        1999
                                                      ----        ----

          Future cash inflows                     $3,764,900   2,675,400
          Future production costs                    922,700     654,000
                                                   ---------   ---------
          Future cash flows                        2,842,200   2,021,400
          10% annual discount for estimated
            timing of cash flows                     840,900     722,600
                                                   ---------   ---------
          Standardized measure of
            discounted cash flows                 $2,001,300   1,298,800
                                                   =========   =========











                                       30

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


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

                                                    September 30
                                                 ------------------
                                                 2000          1999
                                                 ----          ----

          Standardized measure,
            beginning of year               $ 1,298,800       310,200
          Sales of oil and gas,
            net of production costs          (  494,000)   (  124,300)
          Purchase of reserves                      -         719,800
          Discoveries                           428,300       457,700
          Net changes in prices and
            future production costs             816,600        41,200
          Revisions of previous
            quantity estimates               (  147,000)   (  127,200)
          Accretion of discount                  98,600        21,400
                                              ---------     ---------
          Standardized measure,
            end of year                     $ 2,001,300     1,298,800
                                              =========     =========

          Future net cash flows were computed using year-end prices for oil of
          $27.18 in 2000 and $16.68 in 1999 and for gas of $3.68 in 2000 and
          $2.40 in 1999.






































                                       31

<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
          66                     Director                     to Present


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


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


     Ronald M. Sitton            Secretary and Director       February 2, 1999
          54                                                  to Present


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


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























                                       32

<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.





















                                       33

<PAGE>




Ronald M. Sitton
----------------

Mr. Sitton is a graduate of McMurry University in Abilene, Texas.  From 1976
through 1983, Mr. Sitton served as Vice President of Sitton Drilling Company in
Lubbock, Texas.  He became President of that Company in 1983, and served as
President until January, 1998 at which time Sitton Drilling Company was sold to
Key Energy Corp.  Since that time, Mr. Sitton has managed various personal oil
and gas and real estate investments.

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, 2000.

















                                       34

<PAGE>




                                    ITEM 10.

                             EXECUTIVE COMPENSATION


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

     Name             Principal Position          Year          Annual
     ----             ------------------          ----        Compensation
                                                              ------------

E. J. Henderson  President, Chief Executive       2000          $49,000
                 Officer and Chief Financial      1999          $38,000
                 Officer

     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 500,000 shares which were granted in 1999.
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       2,569,551(1)        24.37
4904 Lakeridge Dr.       Board, Director &
Lubbock, TX  79424       Member of the
                         Executive Committee

E. J. Henderson          CEO, President          285,000(2)         2.70
518 17th St., Suite 745  Treasurer, Director
Denver, CO  80202        Member of the
                         Executive Committee
















                                       35

<PAGE>




Ronald M. Sitton         Secretary, Director     314,944            2.99
4904 Lakeridge Dr.       Member of the
Lubbock, TX  79424       Executive Committee

Robert E. Gee            Director                944,832(3)         8.96
69 DeBell Drive
Atherton, CA  94027

S. W. Houghton           Director                412,390            3.91
420 Madison Ave., Suite 901
New York, NY  10017

George H.C. Lawrence     Director                 42,000(4)         0.39
198 Spinnaker Drive
Vero Beach, FL  32963

Officers and Directors
as a group (6 Persons)                         4,568,717           43.32


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

(2)  Does not include an option to acquire 500,000 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.

(3)  Held in the name of Gee Family Trust dtd 12-23-92 - 104,981 shares and
     BKM Family Limited Partnership - 839,851 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".





























                                       36

<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 and
                Supplemental Schedules" in Part II, Item 7.

          (ii)  Exhibits:
                Exhibit 11.  Computation of Net Income (Loss) Per Share
                Exhibit 27.  Financial Data Schedule

     (b)  No reports on Forms 8-K were filed during the Company's fiscal
          quarter ended September 30, 2000.





















































                                       37

<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 19, 2000          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 19, 2000          By /s/ James L. Burkhart
                                     ----------------------
                                     James L. Burkhart, Chairman of the
                                     Board and Director

Date:   December 19, 2000          By /s/ Robert E. Gee
                                     ------------------
                                     Robert E. Gee, Director

Date:   December 19, 2000          By /s/ E. J. Henderson
                                     --------------------
                                     E. J. Henderson, CEO, President,
                                     Treasurer and Director

Date:   December 19, 2000          By /s/ Ronald M. Sitton
                                     ---------------------
                                     Ronald M. Sitton, Secretary and Director

Date:   December 19, 2000          By
                                     -------------------
                                     S. W. Houghton, Director

Date:   December 19, 2000          By /s/ George H.C. Lawrence
                                     -------------------------
                                     George H.C. Lawrence, Director
























                                       38

<PAGE>