Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                   For the quarterly period ended May 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

                  For the transition period from _____ to _____

                         Commission file number 0-24819

                         AMERICAN ENERGY SERVICES, INC.

                Texas                                   76-0279288
 -------------------------------             ---------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                        7224 Lawndale, Houston, TX 77012
                    ----------------------------------------
                    (Address of principal executive offices)

                                  713-928-5311
                           ---------------------------
                           (Issuer's telephone number)

     Check whether the issuer (1) 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

     As of July 25, 2002, there were 21,631,656 shares of Common Stock
outstanding.




                                       1
<PAGE>

ITEM 1. FINANCIAL STATEMENTS


                         AMERICAN ENERGY SERVICES, INC.
                                 BALANCE SHEETS
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                            May 31,     February 28,
                                                             2002          2002
                                                         -----------    -----------
<S>                                                      <C>            <C>
Current Assets:
      Cash and cash equivalents                          $     8,242    $     6,130
      Accounts receivable - trade, net of $156.000 and       348,868        459,669
      $59,493 reserve, resectively
      Accounts receivable - other                             15,180             --
      Prepaids and other                                     317,000         92,000
      Costs in excess of billings on uncompleted
              contracts                                      378,397        259,380
      Inventories                                          1,708,159      1,753,008
                                                         -----------    -----------
              Total Current Assets                         2,775,846      2,570,187

Property, Plant and Equipment:
      Machinery and equipment                              1,541,251      1,541,251
      Furniture and fixtures                                 327,541        327,541
      Vehicles                                                83,423         83,423
      Buildings and Improvements                             226,510        226,510
      Land                                                    76,894         76,894
                                                         -----------    -----------
                                                           2,255,619      2,255,619
Less:  accumulated depreciation                           (1,178,181)    (1,145,181)
                                                         -----------    -----------
                                                           1,077,438      1,110,438

Trademarks, patents, and drawings                          1,561,441      1,504,123
Less:  accumulated amortization                             (684,037)      (650,037)
                                                         -----------    -----------
                                                             877,404        854,086

Deferred tax asset                                                --             --
                                                         -----------    -----------
      Total Assets                                       $ 4,730,688    $ 4,534,711
                                                         ===========    ===========
</TABLE>




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



                                        2
<PAGE>


                         AMERICAN ENERGY SERVICES, INC.

                           BALANCE SHEETS (CONTINUED)

                 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

<TABLE>
<CAPTION>
                                                                       May 31,        February 28,
                                                                        2002              2002
                                                                   ------------      ------------
<S>                                                                <C>               <C>
Current Liabilities:
   Notes payable                                                   $  2,636,547      $  2,681,547
   Current portion of long-term debt                                  1,186,369         1,186,369
   Accounts payable and accrued expenses                                745,058           693,107
   Federal payroll taxes due                                            724,116           640,876
   Accrued interest                                                   1,292,321         1,182,958
   Estimated litigation damages                                       1,086,000         1,086,000
   Billings in excess of costs and estimated
     earnings on uncompleted contracts                                       --                --
   Advances from officers                                                    --                --
       Total Current Liabilities                                      7,670,411         7,470,857

   Convertible Debentures                                               810,000           810,000
                                                                   ------------      ------------
Total Liabilities                                                     8,480,411         8,280,857
                                                                   ------------      ------------
Stockholders' (Deficit) :
   Common stock - $.001 par value, 100,000,000 shares
     authorized; 21,631,656 and 20,461,656 shares
     issued and outstanding at May 31, 2002
     and February 28, 2002, respectively                                 21,632            20,462
   Paid-in capital                                                    6,301,690         6,076,690
   Common stock subscriptions - officers and directors                 (465,000)         (465,300)
   Accumulated other comprehensive loss                                (230,047)               --
   (Accumulated deficit)                                             (9,377,998)       (9,377,998)
                                                                   -------------     ------------
       Total Stockholders' (Deficit) Equity                          (3,749,723)       (3,746,146)
                                                                   ------------      -------------
       Total Liabilities and Stockholders' (Deficit) Equity        $  4,730,688      $  4,534,711
                                                                   ============      ============
</TABLE>





    The accompanying notes are an integral part of these financial statements



                                       3
<PAGE>


                         AMERICAN ENERGY SERVICES, INC.
                            STATEMENT OF OPERATIONS
                                  (UNAUDITED)


                                                       Three Months Ended
                                                              May 31,
                                                  ----------------------------
                                                      2002            2001
                                                  ------------    ------------
Net Sales                                         $    578,608    $  1,014,335
Cost of sales                                          422,393         999,344
                                                  ------------    ------------
      Gross profit(loss)                               156,215          14,992
Operating expenses                                     276,899         800,306
                                                  ------------    ------------
      Income(loss) from operations                    (120,684)       (785,314)

Other expenses (income):
      Interest, net                                    109,363         114,313
      Other, net                                                       153,571
                                                  ------------    ------------
                                                       109,363         267,884
                                                  ------------    ------------
      Net (loss) before taxes                         (230,047)     (1,053,198)

Income tax (expense) benefit                                --              --
                                                  ------------    ------------
      Net (loss)                                  $   (230,047)   $ (1,053,198)
                                                  ============    ============
Basic and diluted (loss) per share                $      (0.01)   $      (0.07)
                                                  ============    ============
Basic weighted average shares outstanding           18,515,317      16,187,123
                                                  ============    ============
Diluted weighted average shares outstanding         18,515,317      16,187,123
                                                  ============    ============


                         AMERICAN ENERGY SERVICES, INC
                        STATEMENT OF COMPREHENSIVE LOSS

                                                       Three Months Ended
                                                              May 31,
                                                  ----------------------------
                                                      2002            2001
                                                  ------------    ------------
Net (loss)                                        $   (230,047)   $ (1,053,198)
Other comprehensive income (loss)                           --              --
                                                  ------------    ------------
Comprehensive (loss)                                  (230,047)     (1,053,198)
                                                  ============    ============




    The accompanying notes are an integral part of these financial statements



                                       4
<PAGE>


                         AMERICAN ENERGY SERVICES, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

            FOR THE QUARTER ENDED MAY 31, 2002 AND FEBRUARY 28, 2002

<TABLE>
<CAPTION>
                                        Capital Stock                            Common                           Total
                                    ---------------------        Paid-in         Stock       (Accumulated     Stockholders'
                                      Shares      Amount         Capital     Subscriptions      Deficit)     (Deficit)Equity
                                    ----------    -------      ----------    -------------    -----------    ---------------
<S>                                 <C>           <C>          <C>             <C>            <C>              <C>
Balance, February 28, 2001          15,460,717    $15,461      $4,648,380             --      $(7,142,356)     $(2,478,515)
                                    ==========    =======      ==========      =========      ===========      ===========

Common Stock Issued for:
  Cash                                  75,000         75          48,760             --               --           48,835
  Officers and directors               250,000        250         194,750             --               --          195,000
  Shares issued to escrow            1,200,000      1,200         (1,200)             --               --               --
  Accounts payable and
    accrued liabilities              1,562,991      1,563         286,129             --               --          287,692
  Subscribed by officers and
    directors                          990,000        990         464,310       (465,300)              --               --

  Financial consultants                922,948        923         488,288                              --          489,211

Net Loss                                    --         --                                      (2,235,642)      (2,235,642)
                                    ----------    -------      ----------      ----------     -----------      -----------
Balance, February 28, 2002          20,461,656    $20,462      $6,076,690      $ (465,300)    $(9,377,998)     $(3,746,146)
                                    ==========    =======      ==========      ==========     ===========      ===========
Common Stock Issued for:
  Financial consultants              1,170,000      1,170         225,000                              --          226,170

Net Loss                                    --         --              --                        (230,047)        (230,047)
                                    ----------    -------      ----------      ----------     -----------      -----------
Balance, May 31, 2002               21,631,656    $21,632      $6,301,690      $ (465,300)    $(9,608,045)     $(3,750,023)
                                    ==========    =======      ==========      ==========     ===========      ===========
</TABLE>




    The accompanying notes are an integral part of these financial statements



                                       5
<PAGE>


                         AMERICAN ENERGY SERVICES, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          For the Years Ended
                                                                      --------------------------
                                                                         May 31,        May 31,
                                                                          2002           2001
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
Cash Flows from Operating Activities:
   Net (loss)                                                         $  (230,047)   $(1,053,199)
   Adjustments to reconcile net income to
     cash provided by operating activities:
     Depreciation and amortization                                         67,000         89,292
     Provision for bad debts                                                   --             --
     Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable                         110,801        (31,491)
       (Increase)Decrease in other receivables                            (15,180)            --
       Decrease in income tax receivable                                       --             --
       (Increase)Decrease in costs and estimated earnings in excess
         of billings on uncompleted contracts                            (119,017)      (198,061)
       (Decrease) increase in advances from officers                           --             --
       (Increase) decrease in inventories                                  44,849         17,945
       Decrease (increase) in prepaids and other                         (225,000)       108,026
       Decrease in deferred tax asset                                          --             --
       (Increase) decrease in other assets                                     --             --
       (Decrease) increase in accounts payable/accrued liabilities         51,951         14,318
       (decrease) Increase in Federal payroll taxes due                    83,240        (84,306)
       Increase in accrued interest payable                               109,363         65,273
       Increase in estimated litigation damages                                --         24,635
          Stock issued for services                                       225,000
       Increase (decrease) in billings in excess of costs and
         estimated earnings on uncompleted contracts                           --             --
                                                                      -----------    -----------
     Net Cash Used by Operating Activities                                102,960     (1,047,568)

Cash Flows from Investing Activities:
   Purchase of property, plant and equipment
   Purchase of certificates of deposit
                                                                                          (6,130)
   Purchase of trademarks, patents and drawings                           (57,318)       (25,085)
                                                                      -----------    -----------
     Net Cash Used in Investing Activities                                (57,318)       (31,215)
Cash Flows from Financing Activities:
   Proceeds from sale of common stock                                          --      1,192,634
   Proceeds from the sale of warrants                                          --             --
   Proceeds from long-term obligations, net                                    --             --
   Payments of long-term obligations                                           --         (6,752)
   Payments of notes payable                                              (45,000)       (20,856)
   Proceeds from note payable, net                                             --             --
   Payments of capital leases                                                  --         (9,144)
   Other, net                                                                  --         (4,750)
                                                                      -----------    -----------
         Net Cash Provided by Financing Activities                        (45,000)     1,151,132
                                                                      -----------    -----------
Net (decrease) increase in cash and cash equivalents                          642         72,349
Cash and cash equivalents at beginning of period                          (46,597)         9,763
                                                                      -----------    -----------
Cash and cash equivalents at end of period                            $   (46,315)   $    82,112
                                                                      ===========    ===========
</TABLE>



    The accompanying notes are an integral part of these financial statements



                                       6
<PAGE>


                            AMERICAN ENERGY SERVICES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - GENERAL

     The foregoing financial statements have been prepared from the books and
records of American Energy Services, Inc. ("AES" or the "Company") without
audit. In the opinion of management all adjustments, consisting only of normal
recurring adjustments necessary for a fair statement of results for the interim
periods presented, are reflected in the financial statements.

     These statements should be read in conjunction with the financial
statements and related notes included in the Company's Annual Report of Form
10-KSB for the fiscal year ended February 28, 2002.

NOTE 2 - REVENUE RECOGNITION

     Revenues from the sale of flow control valves are recorded when the
products are shipped or when title passes. Title normally passes from seller to
buyer when goods are shipped.

     Revenues on long-term contracts involving a system of control flow valves
for a single installation are recorded using the percentage-of-completion method
commencing when progress reaches a point where experience is sufficient to
estimate final results with reasonable accuracy. The portion of the total
contract price accrued is based on the ratio of costs incurred to date to total
estimated costs on each contract. Losses, if any, to be incurred on contracts in
progress, are charged to income in full as soon as they become apparent.

NOTE 3 - INCOME TAXES

     A pre-tax income or loss results in an income tax expense or benefit,
respectively. With pre-tax income, the tax expense is easily calculated and
accrued at the standard corporate rate

NOTE 4 -(LOSS) PER SHARE

     Basic loss per share is calculated by dividing net loss by the weighted
average number of common shares outstanding. Diluted earnings per share is
computed similarly, but also provides the effect to the impact of convertible
securities, such as common stock warrants, if dilutive, would have on net income
and average common shares outstanding if converted.

NOTE 5 - GOING CONCERN

The following information is derived from the accompanying financial statements:

                                                        For the Quarters Ended
                                                      -------------------------
                                                         May 31,       May 31,
                                                          2002          2001
                                                      -----------   -----------
Gross (loss) profit                                   $   156,205   $    14,992

Net (loss)                                            $  (230,047)  $(1,053,198)

Net current liabilities in excess of current assets   $(4,894,325)  $(4,475,200)

Accumulated (deficit)                                 $(9,377,998)  $(8,195,554)
Stockholders' (deficit)                               $(3,749,723)  $(2,337,078)



                                       7
<PAGE>


NOTE 5 - GOING CONCERN (Continued)

     Included in the above noted net current liabilities amount at May 31, 2002,
are estimated litigation damages of $1,228,435 (including interest) and $724,116
in delinquent federal payroll taxes (including penalties and interest).
Additionally, the Company was in default on substantially all of its notes
payable, long-term debt and capital lease agreements. No waivers have been
obtained for the defaults. There are significant uncertainties surrounding the
Company's ability to continue its operations and to satisfy its creditors on a
timely basis.

     While the Company is seeking additional sources of capital, including
equity capital, there can be no assurance that the Company will be successful in
accomplishing its objectives. Management has not developed any definitive plans
for obtaining additional capital and restructuring operations. Disclosure of
management's plans to do so is required to conform with generally accepted
accounting principles. These financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

                           FORWARD-LOOKING STATEMENTS

     This material contains "forward-looking" statements as defined in the
Securities and Exchange Acts of 1933 and 1934 that could involve substantial
risk and uncertainties. When expressions include words such as "anticipate",
"believe", "estimate", "intend", "expect", "plan", and when similar expressions
are used, they are intended to identify the statements as forward-looking.
American Energy Services, Inc. ("AES" or the "Company") relies on a variety of
internal and external information to develop such statements. Due to the
inherent risks and limitations in that development process and the relatively
volatile nature of the industry in which the Company operates, actual results,
performance and achievements may differ materially from results suggested by
these forward-looking statements.

                              RESULTS OF OPERATIONS

QUARTER ENDED MAY 31, 2002 VERSUS QUARTER ENDED MAY 31, 2001

                             RESULTS OF OPERATIONS

Revenues for the three months ended, May 31, 2002 were $578,608 compared to
$1,014,355 for the same period in 2001. The decrease in revenues can be
attributed primarily to continued cash flow limitations which adversely affected
production.

Cost of sales decreased in the first quarter ended May 31, 2002 to $422,393 from
$999,344 for the same quarter 2001. Gross profit for the quarter ended May 31,
2002 was $156,215, compared to only $14,992 for the first quarter of 2001.

Operating expenses for the first quarter of 2002 were $276,899 or ($523,407)
below operating expense for first quarter 2001 at $800,306. This decrease can be
attributed primarily to cost savings from lowered salaries and personnel
reduction measures, executed by AES' management.

Interest expense and other expenses decreased to $109,363 for the first quarter
ended May 31, 2002, from $267,884 for the first quarter in 2001. As a result,
net profit (loss) for the first quarter 2002 was ($230,047) an improvement of
$823,151over first quarter loses of ($1,053,198) during 1st quarter 2001.



                                       8
<PAGE>


                         LIQUIDITY AND CAPITAL RESOURCES

     During the quarter ended May 31, 2002, the working capital deficit
decreased $6,105 when compared to the deficit at February 28, 2002 of
$4,900,670. The short term cash flows have been inadequate to overcome the
working capital deficit, thus hindering AES' ability to take advantage of
slightly improved economic conditions as well as it's ability to move forward
more aggressively with the Company's strategic plans. However, the Company has
successfully negotiated advance payments from many customers and has pledged
against letters of credit established by customers. The company has entered into
a best efforts agreement with Mr. Roy W. Hill to restructure AES' outstanding
debt.

     There were no capital expenditures during the quarter ended May 31, 2002,
nor are any planned or expected in the near term. Only upon a very significant
improvement in the Company's financial position, will capital expenditures be
considered, and then only after diligent consideration and within stringent
guidelines.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     AES is involved in various legal proceedings and claims arising in the
ordinary course of business. In the opinion of management, the amounts of
ultimate liability, if any, with respect to these actions may materially affect
the financial position or future results of operations of the Company.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)   Exhibits

              None

         b)   Reports of Form 8-K

              None





                                       9
<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


DATE: JULY 25, 2002                         /S/ LARRY S. ELLIOT
                                            ---------------------------------
                                                LARRY S. ELLIOT,
                                                CHAIRMAN OF THE BOARD, SENIOR
                                                VICE PRESIDENT AND
                                                PRINCIPAL ACCOUNTING OFFICER





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