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

                                   FORM 10-KSB

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

For  the  fiscal  year  ended    September  30,  2001

     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:  $ 925,805.


     As of the close of trading on December 19, 2001 there were 2,631,936 common
shares  outstanding,  1,489,758  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 19, 2001, was approximately
$556,000.

Documents  Incorporated  By  Reference:  None


<PAGE>
CLX  ENERGY,  INC.

FORM  10-KSB

TABLE  OF  CONTENTS

SEPTEMBER  30,  2001

--------------------------------------------------------------------------------

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                                            15

Item  8.     Changes  in  and  Disagreements  with  Accountants  on
              Accounting  and  Financial  Disclosure                          31

PART  III

Item  9.     Directors,  Executive  Officers,  Promoters  and
              Control  Persons;  Compliance  with
              Section  16(a)  of  the  Exchange  Act                          31

Item  10.    Executive  Compensation                                          34

Item  11.    Security  Ownership  of  Certain  Beneficial  Owners  and
              Management                                                      34

Item  12.    Certain  Relationships  and  Related  Transactions               35

Item  13.    Exhibits,  Lists  and  Reports  on  Form  8-K                    36


<PAGE>
                                     PART I

                                     ITEM 1.

                             DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

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

     As  of  September 30, 2001 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  9  to  Financial  Statements).

BACKLOG
-------

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

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

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

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

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

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

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

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

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


                                        4
<PAGE>
EMPLOYEES
---------

     As  of  September  30, 2001, 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 $840.  The lease agreement on this space expires in April
2003.  Monthly  rental  for  fiscal  year  2002  will  be  $10,080.

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 $934,000 is attributed
54.9%  to  natural  gas  reserves  and  45.1%  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          4,979         706       6,321      1,264
Kansas            3,625         627       4,226        873
Oklahoma          1,120         212           -          -
Wyoming             836         145       5,146      1,275
               ---------  ----------  ----------  ---------
                 10,560       1,690      15,693      3,412

     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
                                 ---------------------------
                                     2001          2000
                                 -----------  --------------
     Barrels of oil
     ------------------
       Proved                        56,600           8,100
       Proved developed              56,600           8,100

     MCF of gas
     ------------------
       Proved                     1,388,000         962,800
       Proved developed             745,000         916,000


     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
                                 ---------------------------
                                     2001          2000
                                 -----------  --------------

       Proved                    $ 1,539,000       2,001,300
       Proved  developed         $   934,000       1,884,000

     The  above  reserves  are  located  entirely  within  the  United  States.


                                        7
<PAGE>
OIL  AND  GAS  RESERVE  ESTIMATES  FILED
----------------------------------------

     Since September 30, 2001 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
                                 ---------------------------
                                     2001          2000
                                 -----------  --------------

     Crude  Oil  (Bbls)                5,900          2,000
     Natural  Gas  (MCF)             135,000        186,900


     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
                                 ---------------------------
                                     2001          2000
                                 -----------  --------------

   Average  Sales  Price
     Per  Barrel  of  Oil        $     23.36          23.41
     Per  MCF  of  Gas           $      5.03           3.24

   Average  Lifting  Cost
     Per  Equivalent  MCF        $      1.40            .17
     Per  Equivalent  BBL        $      8.40           4.41


                                        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, 2001, 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 2001 and
2000.

         Exploratory  Wells         Development  Wells
         ------------------        -------------------
         Net Prod.  Net Dry        Net Prod.   Net Dry
         ---------  --------       ---------   -------
                              2001
                              ----
             0.0       .04             .1        0.25
                              2000
                              ----
             0.0      .023            .34         0.0

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

     As of December 20, 2001, 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 10.  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  2000
     ------------
                        HIGH     LOW
                        ----    ----
Quarter Ended
  December 31, 1999      .80     .60
  March 31, 2000        1.76     .76
  June 30, 2000         1.24    1.00
  September 30, 2000    1.52    1.00

     FISCAL 2001
     -----------
                        HIGH     LOW
                        ----    ----
Quarter Ended
  December 31, 2000      .68     .60
  March 31, 2001        1.00     .60
  June 30, 2001         1.10    1.05
  September 30, 2001     .55     .55

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

     The  following  table sets forth the approximate number of security holders
of  record  of  the  Company's  $0.01 par value common stock as of September 30,
2001.

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

     $0.01  Par  Value         2,631,936                446
      Common  Stock


                                       10
<PAGE>
                                     ITEM 6.


           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

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

     In fiscal 2001 the Company purchased interests in fifteen producing oil and
gas  wells  for  approximately  $265,000  and  participated in the drilling of 4
wells,  one  of which is productive.  In fiscal 2000 the Company participated in
the  drilling  of  6 wells, 4 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.

     The  Company's  current  assets  exceed  its  current  liabilities  by
approximately  $224,000.  The  Company believes it has adequate cash flow, based
on current oil and gas prices to service the bank debt for the next fiscal year.

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


RESULTS  OF  OPERATIONS
-----------------------
YEAR  ENDED  SEPTEMBER  30,  2001  COMPARED  WITH YEAR ENDED SEPTEMBER 30, 2000:
--------------------------------------------------------------------------------

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

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

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

                                   YEAR  ENDED  SEPTEMBER  30
                                   --------------------------
     Quantities  Sold                  2001          2000
     ----------------              -----------  -------------

       Oil  (Bbls.)                      5,900         2,000
       Gas  (MCF)                      135,000       186,900

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

       Oil  (Bbls.)                $     23.36        23.41
       Gas  (MCF)                  $      5.03         3.24


                                       11
<PAGE>
Operating  Expenses  and  Other
-------------------------------

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

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

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

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

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

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

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

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

     The  Company  recognized an extraordinary gain on extinguishment of debt of
$45,470  after  a  settlement  was  reached  on  a  claim  against  the Company.


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  serving  as  general  partner  of a limited partnership since the
Company  is  now  acting  as  operator  on  several  wells.


                                       12
<PAGE>
     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.

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

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


                                       13
<PAGE>
     In  August 2001, the FASB issued SFAS No. 144, Accounting for Impairment or
Disposal  of  Long-Lived  Assets,  which  addresses  accounting  and  financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective  for  fiscal  years  beginning after December 15, 2001. The Company is
currently  assessing  the  impact,  if  any,  that  SFAS No. 144 may have on its
financial  condition  and  results  of  operations.

     In  December  1999,  the  staff  of  the Securities and Exchange Commission
issued  Staff  Accounting  Bulletin  ("SAB")  No.  101,  Revenue  Recognition in
Financial Statements.  SAB No. 101, as amended by SAB No. 101A and SAB No. 101B,
was  effective no later than the fourth fiscal quarter of fiscal years beginning
after  December  15,  1999.  SAB  No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The  Company  believes  that  it  complies  with  the  accounting and disclosure
described  in  SAB  No.  101.

     In  June  1998,  the  FASB  issued  SFAS No. 133, Accounting for Derivative
Instruments  and  Hedging  Activities.  This statement, as amended, is effective
for  fiscal  years beginning after June 15, 2000.  The Company does not have any
derivative financial instruments and does not participate in hedging activities;
therefore,  SFAS  No.  133  did  not  impact the Company's financial statements.



                                       14
<PAGE>
                                     ITEM 7.

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

                                CLX ENERGY, INC.
<TABLE>
<CAPTION>
                          INDEX TO FINANCIAL STATEMENTS


                                                                     Page
<S>                                                                <C>
Independent Auditor's Report                                          16
Balance Sheet - September 30, 2001                                    17
Statements of Operations - years ended
  September 30, 2001 and 2000                                         18
Statements of Stockholders' Equity -
  years ended September 30, 2001 and 2000                             19
Statements of Cash Flows - years ended
  September 30, 2001 and 2000                                         20
Notes to financial statements - years
  ended September 30, 2001 and 2000                                   21
</TABLE>


                                       15
<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,  2001  and  the  related  statements  of  operations,  changes in
stockholders' equity and cash flows for each of the years in the two-year period
ended  September 30, 2001.  These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  CLX  Energy,  Inc. as of
September 30, 2001 and the results of its operations and its cash flows for each
of the years in the two-year period ended September 30, 2001, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.



EASTON  AND  BARSCH
Certified  Public  Accountants
Lakewood,  Colorado

December  20,  2001


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                CLX ENERGY, INC.
                                  Balance Sheet
                               September 30, 2001


<S>                                        <C>
              Assets
              ------
Current assets:
   Cash                                    $   537,344
   Accounts receivable:
     Trade                                     465,951
     Oil and gas sales                         157,351
   Prepaid expenses                              3,559
                                           ------------
          Total current assets               1,164,205
                                           ------------
Property and equipment, at cost :
   Oil and gas properties (successful
     effort method):
       Proved                                1,109,627
       Unproved                                 48,275
   Office equipment                             16,353
                                           ------------
                                             1,174,255
       Less accumulated depreciation
         and depletion                      (  534,785)
                                           ------------
   Property & equipment, net                   639,470
Other assets - oil and gas bond deposit         27,014
                                           ------------
                                           $ 1,830,689
                                           ============

     Liabilities and Stockholders' Equity
     ------------------------------------
Current liabilities:
   Accounts payable:
     Trade                                 $   428,806
     Joint interest owner advances             221,094
     Oil and gas sales                         154,169
   Current portion of long-term debt           120,000
   Accrued liabilities and other                15,855
                                           ------------
          Total current liabilities            939,924
                                           ------------
Long-term debt, less current portion           367,857
Stockholders' equity:
   Preferred stock, $.01 par value,
      2,000,000 shares authorized,
      600,000 shares designated Series A
      $.06 cumulative convertible - no
      shares outstanding                             -
   Common stock, $.01 par value,
      50,000,000 shares authorized,
      2,631,936 shares issued and
      outstanding                               26,319
   Additional paid-in capital                  846,941
   Accumulated deficit                      (  350,352)
                                           ------------
          Net stockholders' equity             522,908
                                           ------------
                                           $ 1,830,689
                                           ============
</TABLE>


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

                                       17
<PAGE>
<TABLE>
<CAPTION>

                                CLX ENERGY, INC.
                            Statements of Operations
                     Years Ended September 30, 2001 and 2000


                                             2001         000
                                          -----------  ----------
<S>                                       <C>          <C>
Revenues:
   Oil and gas sales                      $  848,586     656,811
   Management fees                            77,219      77,815
                                          -----------  ----------
     Total revenues                          925,805     734,626
                                          -----------  ----------
Operating expenses:
   Lease operating                           195,921     127,282
   Production taxes                           42,753      35,548
   Lease rentals                               2,442      10,513
   Dry holes and abandoned leases            127,254      37,075
   Depreciation and depletion                169,725     112,101
   Impairment of oil and gas properties      159,932           -
   General and administrative                265,545     166,806
                                          -----------  ----------
     Total operating expenses                963,572     489,325
                                          -----------  ----------
     Operating income (loss)                ( 37,767)    245,301
                                          -----------  ----------
Other income (expenses):
   Gain on sale of assets                     20,735       9,002
   Interest income                            19,864       6,672
   Interest expense                         ( 43,762)   ( 46,917)
                                          -----------  ----------
     Total other income (expenses)          (  3,163)   ( 31,243)
                                          -----------  ----------

Income (loss) before income taxes and
  extraordinary item                        ( 40,930)    214,058

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

Income before extraordinary item            ( 40,930)    210,558

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

          Net income                      $    4,540     210,558
                                          ===========  ==========

Net income (loss) per share
   Basic:
      Income (loss) from operations       $ (   0.02)       0.08
      Extraordinary gain                        0.02           -
                                          -----------  ----------

      Net income                          $     0.00        0.08
                                          ===========  ==========

   Diluted:
      Income (loss) from operations       $ (   0.02)       0.08
      Extraordinary gain                        0.02           -
                                          -----------  ----------

      Net income                          $     0.00        0.08
                                          ===========  ==========

Weighted average number of
   common shares outstanding
      Basic                                2,634,115   2,637,031
                                          ===========  ==========
      Diluted                              2,683,357   2,690,603
                                          ===========  ==========
</TABLE>


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

                                       18
<PAGE>
<TABLE>
<CAPTION>

                                CLX ENERGY, INC.
                       Statements of Stockholders' Equity
                     Years Ended September 30, 2001 and 2000




                                Common Stock        Additional
                         ------------------------    Paid-in     Accumulated
                            Shares       Amount      Capital       Deficit
                         -------------  ---------  ------------  -----------
<S>                      <C>            <C>        <C>           <C>
Balances,
  October 1, 1999           2,637,033   $ 26,371       822,380     (565,450)

Repurchase of common
 stock                     (      750)   (     8)     (    804)           -

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

Balances,
  September 30, 2000        2,636,283     26,363       821,576     (354,892)

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

Stock option issued for
 services                           -          -        28,000            -

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

Balances,
  September 30, 2001        2,631,936   $ 26,319       846,941     (350,352)
                         =============  =========  ============  ===========
</TABLE>


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


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                CLX ENERGY, INC.
                            Statements of Cash Flows
                     Years Ended September 30, 2001 and 2000



                                                2001        2000
                                             ----------  -----------
<S>                                          <C>         <C>

Cash flows from operating activities:
   Net income                                $   4,540      210,558
   Adjustments to reconcile net income
     to net cash provided by operating
     activities:
       Extraordinary gain on extinguishment
        of debt                               ( 45,470)           -
       Depreciation and depletion              169,725      112,101
       Expenses incurred in exchange for
        options                                 28,000            -
       Impairment of oil and gas
        properties                             159,932            -
       Abandoned properties                          -       12,331
       Gain on sale of assets                 ( 20,735)  (    9,002)
       (Increase) decrease in
         accounts receivable                  ( 85,695)  (  161,735)
       (Increase) decrease in
         prepaid expenses                     (     13)  (    2,408)
       Increase (decrease) in
         accounts payable                     ( 96,335)     404,677
       Increase (decrease) in
         prepaid drilling costs                      -    (  90,050)
       Increase (decrease) in
         accrued expenses                     (    889)       3,500
                                             ----------  -----------
           Net cash provided by
            operating activities               113,060      479,972
                                             ----------  -----------
Cash flows from investing activities:
   Proceeds from sale of property
     and equipment                              82,529       25,594
   Purchase of property and equipment         (412,780)  (  170,686)
   Reduction in assets held for sale                 -    1,585,640
   Additions to other assets                  (  1,411)  (      603)
                                             ----------  -----------
           Net cash provided by (used
            in) investing activities          (331,662)   1,439,945
                                             ----------  -----------
Cash flows from financing activities:
   New long-term borrowings                    265,000            -
   Payments on long-term borrowings           (110,907)  (1,632,903)
   Purchase of common stock                   (  2,679)  (      812)
                                             ----------  -----------
           Net cash provided by (used
            in) financing activities           151,414   (1,633,715)
                                             ----------  -----------
          Net increase (decrease) in cash     ( 67,188)     286,202
Cash, beginning of year                        604,532      318,330
                                             ----------  -----------
Cash, end of year                            $ 537,344      604,532
                                             ==========  ===========
Supplemental disclosures of cash flow:
   Interest paid                             $  43,762       41,861
                                             ==========  ===========
   Income taxes paid                         $   6,645            -
                                             ==========  ===========
</TABLE>


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


                                       20
<PAGE>
                                CLX ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     Years Ended September 30, 2001 and 2000


(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,  2001  and  2000.

     (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 2001 and 2000,the Company did not have any components of
          comprehensive  income  to  report.

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


                                       22
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)

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

          In  August  2001,  the  FASB  issued  SFAS  No.  144,  Accounting  for
          Impairment  or  Disposal  of  Long-Lived  Assets,  which  addresses
          accounting  and  financial reporting for the impairment or disposal of
          long-lived  assets.  This  statement  is  effective  for  fiscal years
          beginning  after December 15, 2001. The Company is currently assessing
          the  impact,  if  any,  that  SFAS  No.  144 may have on its financial
          condition  and  results  of  operations.

          In  December 1999, the staff of the Securities and Exchange Commission
          issued  Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition
          in  Financial  Statements. SAB No. 101, as amended by SAB No. 101A and
          SAB No. 101B, was effective no later than the fourth fiscal quarter of
          fiscal  years  beginning after December 15, 1999. SAB No. 101 provides
          the Staff's views in applying generally accepted accounting principles
          to  selected  revenue recognition issues. The Company believes that it
          complies  with the accounting and disclosure described in SAB No. 101.

          In  June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
          Instruments  and  Hedging  Activities.  This statement, as amended, is
          effective  for fiscal years beginning after June 15, 2000. The Company
          does  not  have  any  derivative  financial  instruments  and does not
          participate  in  hedging  activities;  therefore, SFAS No. 133 did not
          impact  the  Company's  financial  statements.

(2)  Oil  and  Gas  Property  Acquisition
     ------------------------------------
          In  December  2000 the Company acquired interests in fifteen producing
          oil  and  gas  wells  for approximately $265,000. The Company borrowed
          $265,000  from  a  bank  in  connection  with  the  acquisition.

(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.


                                       23
<PAGE>
                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(4)  Notes  Payable
     --------------
          During the year ended September 30, 2001 the Company borrowed $265,000
          from a bank to purchase interests in producing oil and gas properties.
          At  September  30,  2001,  the bank loan, including amounts previously
          borrowed  from  the  bank,  had  a  balance  due of $487,857 and bears
          interest  at 6.5%. Monthly principal payments of $10,000 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  2001  and  2000  were  as  follows:

                                                      2001        2000
                                                   ----------  ----------
          Weighted  average  balance
            outstanding                            $ 492,534     429,816
          Weighted  average  interest  rate              8.6%        9.7%

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

          During fiscal 2000 the Company purchased 750 shares of common stock of
          the  Company  for  $812.

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

          During  the 1994 fiscal year the Company adopted an employee incentive
          stock  option  plan  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 125,000 shares were granted on April 26,
          1999  and  remain  outstanding  at  September  30,  2001.


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


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

          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, 2000:
          -------------------
          Incentive stock options    125,000  $   .64      25,000  $    .64

          September 30, 2001:
          -------------------
          Incentive stock options    125,000  $   .64      50,000  $    .64
          Non-qualified options      125,000      .40     125,000       .40

          No  stock options were exercised during the 2001 or 2000 fiscal years.

          The  Company  has elected to account for grants of stock options under
          APB  Opinion  No.  25.  During  the  year ended September 30, 2001 the
          Company  granted  an  officer of the Company a non-qualified option to
          purchase  125,000 shares of stock of the Company. The Company recorded
          compensation  expense of $28,000 in fiscal 2001 since the option price
          was  less  than the market price of the stock at the date of grant. No
          options  were  granted  during  the  2000  fiscal  year.

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


                                       25
<PAGE>

                                            2001      2000
                                         ---------  --------
          Net  income  (loss)
            As  reported                 $  4,540    210,558
            Pro  forma                    (32,235)   203,158
          Net income (loss) per share
            Basic
              As  reported               $   0.00       0.08
              Pro  forma                  (  0.01)      0.08
            Diluted
              As  reported               $   0.00       0.08
              Pro  forma                  (  0.01)      0.08


(7)  Income  Taxes
     -------------
          The  components  of  the  provision  for income taxes on income (loss)
          before  extraordinary  item  are  as  follows:

                                            2001      2000
                                          --------  --------
          Current  income  taxes:
             Federal                      $      -     2,500
             State                               -     1,000
                                          --------  --------
                Total  current                   -     3,500
          Deferred  income  taxes                -         -
                                          --------  --------
                Total  provision          $      -     3,500
                                          ========  ========

          A  current  provision  for income taxes allocated to the extraordinary
          gain  on  extinguishment  of debt consists of Federal and state income
          taxes  in  the  amount  of  $7,850  and  $2,691,  respectively.

          The  following  table  reconciles  the  U.S.  statutory  rate  to  the
          Company's  effective  tax  rate  on income (loss) before extraordinary
          item:

                                            2001      2000
                                          --------  --------

          Federal  statutory  rate           35.0%     35.0%
          Net  operating  losses             (4.2)    (17.3)
          State  taxes                        0.0       0.0
          Statutory  depletion              (17.8)     (4.0)
          Intangible  drilling  costs       (10.2)    (13.9)
          Other                              (2.8)     (1.4)
          Valuation  allowance                  -         -
                                          --------  --------
             Effective  tax  rate             0.0%      1.6%
                                          ========  ========

          At  September  30, 2001, after giving effect to ownership changes that
          occurred in the 1999 fiscal year, the Company has a net operating loss
          carryforward  of  approximately  $337,000  which  expires  in  varying
          amounts  from  September  30,  2003  through  2017.  The  $337,000
          carryforward  is  subject  to  an  annual  limitation of approximately


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


          $23,500.  Differences between income tax and financial statement basis
          of  assets  ($37,000)  consists of intangible drilling costs ($78,000)
          which  are expensed for tax purposes offset by basis difference of oil
          and  gas  properties  ($41,000)  that have a lower financial statement
          basis  than  income tax basis as a result of impairment of oil and gas
          properties  in  fiscal  2001.

          Benefit  relating  to the net operating loss carryforward has not been
          reflected  as  a  net deferred tax asset because the limited carryover
          period  combined  with  the history of losses of the Company, 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,  2001:

               Gross  deferred  tax  liabilities:
               Proved  properties
                 basis  differences                     $(  13,000)
               Gross  deferred  tax  assets:
               Net  operating  loss  carryforward          118,000
               Valuation  allowance  for  deferred
                 tax  assets                              (105,000)
                                                        -----------
               Net  deferred  amount                    $        -
                                                        ===========

(8)  Lease
     -----
          The Company leases office space under a non-cancelable operating lease
          agreement.  This  lease  requires monthly rent of $840. The lease also
          requires  the  Company  to  pay  certain operating costs of the leased
          property.  Rent  expense  for all operating leases totaled $10,262 and
          $14,586  during  2001  and  2000, respectively. Minimum lease payments
          under  the  lease  are  $10,080  in  fiscal  2002. The lease agreement
          expires  in  April  2003.

(9)  Major  Customers
     ----------------
          During the years ended September 30, 2001 and 2000 the Company had the
          following  major customers which acquired 10% or more of total oil and
          gas  revenues:

                                             2001       2000
                                             ----       ----

               Cabot  Oil  &  Gas             18%        22%
               NCRA                           11%        - %
               Oneok  Energy                  44%        59%



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


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

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


(11)  Oil  and  Gas  Expenditures
      ---------------------------
          The  Company's  results of operations from oil and gas exploration and
          production  activities  (all within the United States) for fiscal 2001
          and  2000  were  as  follows:

                                                  2001         2000
                                               -----------  -----------
             Revenues  from  oil  and  gas
               producing  activities           $  848,586      656,811
             Producing  costs                    (238,674)    (162,830)
             Depreciation,  depletion  and
               impairment  provision             (325,990)    (109,201)
                                               -----------  -----------
             Results  of  operations  from
               oil  and  gas  producing
               activities  (excluding
               general  and  administrative
               and  interest  costs)           $  283,922      384,780
                                               ===========  ===========

          The  following  table  sets  forth  the  costs incurred in oil and gas
          producing  activities  during  2001  and  2000:

                                            2001       2000
                                          ---------  ---------
             Property acquisition costs:
               Unproved                   $  17,427     30,820
               Proved                       256,997          -
             Exploration  costs             129,902     50,485
             Development  costs             135,708     73,889

          Depreciation  and  depletion  of  oil  and gas properties per $1.00 of
          gross  revenue was $0.20 and $0.17 in 2001 and 2000, respectively. The
          impairment  provision  of oil and gas properties was $.19 per $1.00 of
          gross  revenue  in  2001.


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


          The  capitalized  costs  related  to  oil  and  gas properties were as
          follows  at  September  30,  2001  and  2000:

                                                     2001          2000
                                                 -------------  ----------
             Proved  properties                  $  1,109,627     909,430
             Unproved  properties                      48,275      67,959
                                                 -------------  ----------
               Total  capitalized  costs            1,157,902     977,389
             Less  accumulated  depreciation
               and  depletion                      (  531,118)   (357,966)
                                                 -------------  ----------
               Net  capitalized  costs           $    626,784     619,423
                                                 =============  ==========


(12)  Supplemental  Schedules  of  Reserve  Information  (Unaudited)
      --------------------------------------------------------------
          The  following  reserve related information for 2001 and 2000 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,  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
            Revisions  in  previous  estimates             1,200       540,800
            Discoveries                                        -        19,400
            Purchases                                     53,200             -
            Production                                  (  5,900)   (  135,000)
                                                      ----------   -----------
          Proved  reserves  at  September  30,  2001      56,600     1,388,000
                                                       ==========   ===========

          Proved  developed  reserves:

          September  30,  2000                             8,100       916,000
          September  30,  2001                            56,600       745,000

          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.


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


                                                        September  30
                                                   ----------------------
                                                      2001        2000
                                                   ----------  ----------

          Future  cash  inflows                    $4,394,300   3,764,900
          Future  production  costs                 1,966,300     922,700
                                                   ----------  ----------
          Future  cash  flows                       2,428,000   2,842,200
          10%  annual  discount  for  estimated
            timing  of  cash  flows                   888,600     840,900
                                                   ----------  ----------
          Standardized  measure  of
            discounted  cash  flows                $1,539,400   2,001,300
                                                   ==========  ==========


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

                                                      September 30
                                                 ----------------------
                                                     2001          2000
                                                 ------------  -----------
          Standardized  measure,
            beginning  of  year                  $ 2,001,300    1,298,800
          Sales  of  oil  and  gas,
            net  of  production  costs            (  609,900)  (  494,000)
          Purchase  of  reserves                     231,300            -
          Discoveries                                 27,800      428,300
          Net  changes  in  prices  and
            future  production  costs             (2,107,400)     816,600
          Revisions  of  previous
            quantity  estimates                    1,779,000   (  147,000)
          Accretion  of  discount                    217,300       98,600
                                                 ------------  -----------
          Standardized  measure,
            end  of  year                        $ 1,539,400    2,001,300
                                                 ============  ===========

          Future  net  cash flows were computed using year-end prices for oil of
          $22.88  in  2001  and  $27.18 in 2000 and for gas of $2.23 in 2001 and
          $3.68  in  2000.


                                       30
<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
     67                     Director                     to  Present


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


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


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


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


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


                                       31
<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.


                                       32
<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,  2001.


                                       33
<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       2001      $66,000
                     Officer  and  Chief  Financial     2000      $49,000
                     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 250,000 shares which were granted in 1999 and
2001.  These options are detailed in Item 7, Note 6 to the financial statements.

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


                                    ITEM 11.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets forth the beneficial ownership of the Company's
equity  securities  by  the directors and executive officers of the Company, and
certain  individuals  who  own  5%  or  more of the Company's outstanding common
stock.
                                                   COMMON STOCK
  NAME                         POSITION          PAR VALUE $0.001   %  OF  CLASS
------                         --------          ----------------   ------------

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

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

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



                                       34
<PAGE>
Ronald  M.  Sitton         Secretary,  Director            78,736           2.99
4904  Lakeridge  Dr.       Member  of  the
Lubbock,  TX  79424        Executive  Committee

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

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

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

Officers  and  Directors
as a group (6  Persons)                                 1,142,178          43.40


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

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

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

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


                                    ITEM 12.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


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


                                       35
<PAGE>
                                    ITEM 13.

                     EXHIBITS, LISTS AND REPORTS ON FORM 8-K


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

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

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

     (b)  No  reports on Forms 8-K were filed during the Company's quarter ended
     September  30,  2001.


                                       36
<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  21,  2001          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  21,  2001          By  /s/  James  L.  Burkhart
                                       -----------------------------------------
                                       James  L.  Burkhart,  Chairman  of  the
                                       Board  and  Director

Date:   December  21,  2001          By  /s/  Robert  E.  Gee
                                       -----------------------------------------
                                       Robert  E.  Gee,  Director

Date:   December  21,  2001          By  /s/  E.  J.  Henderson
                                       -----------------------------------------
                                       E.  J.  Henderson,  CEO,  President,
                                       Treasurer  and  Director

Date:   December  21,  2001          By
                                       -----------------------------------------
                                       Ronald  M. Sitton, Secretary and Director

Date:   December  21,  2001          By  /s/  S.  W.  Houghton
                                       -----------------------------------------
                                       S.  W.  Houghton,  Director

Date:   December  21,  2001          By  /s/  George  H.C.  Lawrence
                                       -----------------------------------------
                                       George  H.C.  Lawrence,  Director


                                       37
<PAGE>