UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                       For the Quarter Ended June 30, 2002

                                       OR

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

               For the transition period from             to
                                              --------       --------

                         Commission File Number 0-23530

                               TRANS ENERGY, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                    Nevada                                     93-0997412
          (State or other jurisdiction of                  (I.R.S. Employer
          incorporation or organization)                  Identification No.)

         210 Second Street, P.O. Box 393, St. Marys, West Virginia 26170
         ---------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone no., including area code:  (304)  684-7053

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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

    ----     ----
                                       APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

        Class                                Outstanding as of June 30, 2002
-------------------------------              -------------------------------
 Common Stock, $.001 par value                         199,519,127

                                                        -1-

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<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----

                                          PART I.  FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.      Financial Statements....................................................................       3

                  Consolidated Balance Sheets -- June 30, 2002 and December 31, 2001.................       4

                  Consolidated Statements of Operations -- three and six months ended
                    June 30, 2002 and 2001...........................................................       6

                  Consolidated Statements of Stockholders' Equity (Deficit)..........................       7

                  Consolidated Statements of Cash Flows - six months ended
                    June 30, 2002 and 2001...........................................................       8

                  Notes to Consolidated Financial Statements ........................................       9

Item 2.      Management's Discussion and Analysis and Results of Operations..........................      16

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings.......................................................................      18

Item 2.      Changes In Securities and Use of Proceeds...............................................      20

Item 3.      Defaults Upon Senior Securities.........................................................      20

Item 4.      Submission of Matters to a Vote of Securities Holders...................................      20

Item 5.      Other Information.......................................................................      20

Item 6.      Exhibits and Reports on Form 8-K........................................................      20

             SIGNATURES..............................................................................      21

</TABLE>

                                       -2-

<PAGE>

                                                      PART I

Item 1.           Financial Statements

         We  have  prepared  the  following  unaudited   consolidated  financial
statements for the period ended June 30, 2002.

                               TRANS ENERGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 2002 and December 31, 2001

                                       -3-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------

                                                       June 30,    December 31,
                                                        2002           2001
                                                     -----------    -----------
                                                     Unaudited)
CURRENT ASSETS

   Cash                                              $      --      $     1,491
   Accounts receivable, net                              160,897        186,478
   Prepaid expenses                                          360           --
                                                     -----------    -----------

     Total Current Assets                                161,257        187,969
                                                     -----------    -----------

PROPERTY AND EQUIPMENT

  Vehicles                                                59,013         59,013
  Machinery and equipment                                 10,092         10,092
  Pipelines                                            2,254,908      2,254,908
  Well equipment                                          49,155         49,155
  Wells                                                3,609,107      3,559,644
  Leasehold acreage                                      114,426        114,426
  Accumulated depreciation                            (2,710,233)    (2,602,528)
                                                     -----------    -----------

     Property and Equipment (net)                      3,386,468      3,444,710
                                                     -----------    -----------

OTHER ASSETS

  Cash surrender value - life insurance (net)              8,791          8,791
                                                     -----------    -----------

     Total Other Assets                                    8,791          8,791
                                                     -----------    -----------

     TOTAL ASSETS                                    $ 3,556,516    $ 3,641,470
                                                     ===========    ===========

                                       -4-

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<TABLE>
<CAPTION>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                             June 30,        December 31,
                                                               2002             2001
                                                            ------------    ------------
                                                            Unaudited)
<S>                                                          <C>             <C>
CURRENT LIABILITIES

   Cash overdraft                                            $     16,138    $       --
   Accounts payable - trade                                       711,550         754,552
   Notes payable - convertible                                     47,377          41,575
   Accrued expenses                                               626,072         619,678
   Salaries payable                                               727,262         642,662
   Notes payable - current portion                              1,330,544       1,311,695
   Judgments payable (Note 5)                                   1,168,535       1,228,964
   Related party payables                                         953,347         704,829
   Debentures payable                                             341,462         331,462
   Dividends payable                                                 --            23,250
   Stock subscription deposit (Note 4)                            200,000            --
                                                             ------------    ------------

     Total Current Liabilities                                  6,122,287       5,658,667
                                                             ------------    ------------

LONG-TERM LIABILITIES

   Judgments payable (Note 5)                                       6,434           6,434
   Notes payable                                                  282,165         282,165
                                                             ------------    ------------

     Total Long-Term Liabilities                                  288,599         288,599
                                                             ------------    ------------

     Total Liabilities                                          6,410,886       5,947,266
                                                             ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; 10,000,000 shares authorized at $0.001
    par value; -0- and 300 shares issued and
    outstanding, respectively                                        --              --
   Common stock; 500,000,000 shares authorized at $0.001
    par value; 199,519,127 and 176,683,189 shares issued
    and outstanding, respectively                                 199,518         176,682
   Capital in excess of par value                              22,846,785      22,769,371
   Accumulated deficit                                        (25,900,673)    (25,251,849)
                                                             ------------    ------------

     Total Stockholders' Equity (Deficit)                      (2,854,370)     (2,305,796)
                                                             ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                        $  3,556,516    $  3,641,470
                                                             ============    ============
</TABLE>

                                      -5-

<PAGE>


<TABLE>
<CAPTION>

                                        TRANS ENERGY, INC. AND SUBSIDIARIES
                                       Consolidated Statements of Operations
                                                    (Unaudited)

                                           For the                         For the
                                      Three Months Ended                Six Months Ended
                                           June 30,                         June 30,
                                           --------                         --------
                                    2002              2001            2002             2001
                                -------------    -------------    -------------    -------------

<S>                             <C>              <C>              <C>              <C>
REVENUES                        $     176,105    $     367,406    $     345,594    $     661,831

COSTS AND EXPENSES

  Cost of oil and gas                  94,325          225,373          366,523          413,818
  Salaries and wages                  113,256           17,348          131,021           33,967
  Depreciation, depletion and
   amortization                        53,912           70,010          107,701          130,893
  Selling, general and
   administrative                      53,580          282,393          193,540          423,077
                                -------------    -------------    -------------    -------------

     Total Costs and Expenses         315,073          595,124          798,785        1,001,755
                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                 (138,968)        (227,718)        (453,191)        (339,924)
                                -------------    -------------    -------------    -------------

OTHER INCOME (EXPENSE)

  Other income                            949              437            4,278            1,158
  Interest expense                    (65,271)         (49,852)        (199,911)        (110,941)
                                -------------    -------------    -------------    -------------

     Total Other Income

      (Expense)                       (64,322)         (49,415)        (195,633)        (109,783)
                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS
 BEFORE INCOME TAXES AND
 MINORITY INTERESTS                  (203,290)        (277,133)        (648,824)        (449,707)
                                -------------    -------------    -------------    -------------

INCOME TAXES                             --               --               --               --
                                -------------    -------------    -------------    -------------

MINORITY INTERESTS                       --               --               --               --
                                -------------    -------------    -------------    -------------

NET LOSS                        $    (203,290)   $    (277,133)   $    (648,824)   $    (449,707)
                                =============    =============    =============    =============

BASIC LOSS PER SHARE            $       (0.00)   $       (0.00)   $       (0.00)   $       (0.00)
                                =============    =============    =============    =============


WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                      198,925,721      174,438,079      192,888,775      173,239,791
                                =============    =============    =============    =============
</TABLE>

                                       -6-

<PAGE>

<TABLE>
<CAPTION>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
            Consolidated Statements of Stockholders' Equity (Deficit)

                                                                                                     Capital in
                                             Preferred Stock                  Common Stock            Excess of    Accumulated
                                          Shares         Amount          Shares         Amount        Par Value       Deficit
                                      -----------    ------------     ------------   ------------   ------------   ------------

<S>                                             <C>    <C>             <C>           <C>            <C>            <C>
Balance, December 31, 2000                      300    $       --      172,028,189   $    172,027   $ 22,608,733   $(23,754,855)

Common stock issued for services
 at $0.03 per share                            --              --        4,655,000          4,655        136,650           --

Discount on beneficial conversion
 feature of notes payable                      --              --             --             --           23,988           --

Dividend on preferred stock at 7.75%           --              --             --             --             --          (23,250)

Net loss for the year ended
 December 31, 2001                             --              --             --             --             --       (1,473,744)


Balance, December 31, 2001                      300            --      176,683,189        176,682     22,769,371    (25,251,849)

Conversion of preferred stock and
 preferred dividends to common
 stock (unaudited)                             (300)           --       16,835,938         16,836          6,414           --

Conversion of notes payable to
 common stock (unaudited)                      --              --        5,000,000          5,000         45,000           --

Common stock issued for services
 (unaudited)                                   --              --        1,000,000          1,000         26,000           --

Net loss for the six months
 ended June 30, 2002 (unaudited)               --              --             --             --             --         (648,824)
                                      -----------    ------------     ------------   ------------   ------------   ------------
Balance, June 30, 2002 (unaudited)             --      $       --      199,519,127   $    199,518   $ 22,846,785   $(25,900,673)
                                      ===========    ============     ============   ============   ============   ============
</TABLE>

                                     -7-

<PAGE>

<TABLE>
<CAPTION>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                 For the
                                                                             Six Months Ended
                                                                                 June 30,
                                                                     2002         2001
                                                                   ---------    ---------

<S>                                                                 <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                         $(648,824)   $(449,707)
   Adjustments to reconcile net loss to net cash (used) by
    operating activities:
     Depreciation, depletion and amortization                         107,701      130,893
     Common stock issued for services                                  27,000      146,200
   Changes in operating assets and liabilities:

     Decrease (increase) in accounts receivable                        25,581     (105,358)
     Increase in prepaid and other current assets                        (360)     (13,742)

     Increase (decrease) in accounts payable and accrued expenses     105,886      193,005
                                                                    ---------    ---------

       Net Cash (Used) by Operating Activities                       (383,016)     (98,709)
                                                                    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Expenditures for property and equipment                            (49,463)     (92,475)
                                                                    ---------    ---------

       Net Cash (Used) by Investing Activities                        (49,463)     (92,475)
                                                                    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Increase in cash overdraft                                          16,138       39,703
   Stock subscription deposit                                         200,000         --
   Proceeds from related party notes                                  361,889      101,359
   Proceeds from notes payable                                         25,000      122,943
   Principal payments on notes payable                                (58,333)     (54,395)

   Principal payments on related party notes                         (113,706)     (18,426)
                                                                    ---------    ---------


       Net Cash Provided by Financing Activities                      430,988      191,184
                                                                    ---------    ---------

NET DECREASE IN CASH                                                   (1,491)        --

CASH, BEGINNING OF PERIOD                                               1,491         --
                                                                    ---------    ---------

CASH, END OF PERIOD                                                 $    --      $    --


CASH PAID FOR:

   Interest                                                         $  67,816    $  63,970
   Income taxes                                                     $    --      $    --

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for debt                                     $  50,000    $    --
   Common stock issued for services                                 $  27,000    $ 146,200
   Common stock issued for conversion of
    preferred stock and dividends                                   $  23,250    $    --
</TABLE>

                                      -8-
<PAGE>





                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


NOTE 1 -      BASIS OF FINANCIAL STATEMENT PRESENTATION

              The  accompanying   unaudited  condensed   consolidated  financial
              statements have been prepared by the Company pursuant to the rules
              and regulations of the Securities and Exchange Commission. Certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements   prepared  in  accordance  with  generally
              accepted  accounting  principles have been condensed or omitted in
              accordance  with  such  rules  and  regulations.  The  information
              furnished  in  the  interim   condensed   consolidated   financial
              statements  include normal recurring  adjustments and reflects all
              adjustments,  which,  in the opinion of management,  are necessary
              for a fair  presentation  of such financial  statements.  Although
              management believes the disclosures and information  presented are
              adequate to make the information  not misleading,  it is suggested
              that these interim condensed  consolidated financial statements be
              read  in  conjunction  with  the  Company's  most  recent  audited
              financial  statements  and notes thereto  included in its December
              31, 2001 Annual Report on Form 10-KSB.  Operating  results for the
              three  and six  months  ended  June  30,  2002  and  2001  are not
              necessarily indicative of the results that may be expected for the
              year ending December 31, 2002.

NOTE 2 - GOING CONCERN

              The Company's consolidated financial statements are prepared using
              generally  accepted  accounting  principles  applicable to a going
              concern  which   contemplates   the   realization  of  assets  and
              liquidation of  liabilities in the normal course of business.  The
              Company has incurred cumulative  operating losses through June 30,
              2002 of $25,900,673, and has a working capital deficit at June 30,
              2002 of $5,961,030. Revenues have not been sufficient to cover its
              operating  costs and to allow it to continue  as a going  concern.
              The  potential  proceeds  from the  sale of  common  stock,  other
              contemplated debt and equity financing, and increases in operating
              revenues from new development would enable the Company to continue
              as a going concern. There can be no assurance that the Company can
              or will be able to complete any debt or equity financing. If these
              are  not  successful,  management  is  committed  to  meeting  the
              operational cash flow needs of the Company.

NOTE 3 -      RECLASSIFICATIONS

              Certain 2001 amounts have been reclassified to conform to the 2002
presentations.

NOTE 4 -      MATERIAL EVENTS

              Stockholders' Equity

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

              During  February  2002,  the  Company   converted  300  shares  of
              preferred stock and $23,250 of cumulative preferred dividends into
              16,835,938 shares of common stock. As a result of this conversion,
              the  Company  has  -0-  shares  of  preferred   stock  issued  and
              outstanding at June 30, 2002.

              During  February  2002,  the  Company  received  $200,000  for the
              purchase of  33,333,333  shares of common  stock.  The  33,333,333
              shares  have not yet been  issued,  and as such  $200,000 is being
              shown as a stock subscription deposit at June 30, 2002.

                                       -9-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


NOTE 4 -      MATERIAL EVENTS (Continued)

              Stockholders' Equity (Continued)
              --------------------------------

              During  April 2002,  the Company  issued  5,000,000  shares of its
              common stock for the  conversion of notes payable in the amount of
              $50,000.  The Company  additionally issued 1,000,000 shares of its
              common stock for services rendered and valued at $27,000.

              Notes Payable

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

              During March 2002, the Company entered into a promissory note with
              an unrelated  party for  $25,000.  The note is payable upon demand
              and accrues interest at 10% per annum.

              Notes Payable - Related Parties

              During the six months ended June 30, 2002, the Company had entered
              into multiple  promissory notes with several related parties for a
              total of $132,000.  The notes are payable upon demand and interest
              is imputed at 10% per annum.

NOTE 5 - JUDGMENTS PAYABLE

              Tioga Lumber Company

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

              A  foreign  judgment  has been  filed  with the  circuit  court in
              Pleasants County, West Virginia for a judgment against the Company
              by Tioga Lumber Company  (Tioga)  rendered by the Circuit Court in
              Pleasants  County,  West Virginia for  non-payment  of an accounts
              payable.  The judgment is for $46,375 plus prejudgment interest at
              10.00%.

              On February 28, 2002,  the Company and Tioga  reached an agreement
              wherein the Company  would pay Tioga  $10,000 by March 5, 2002 and
              $8,000  per  month  thereafter.  The  court  appointed  a  special
              commissioner to act as an arbitrator if the Company defaults.  The
              special  commissioner  would  attach a lien if  property  is found
              which does not have a lien  attached.  The first  payment has been
              made,  however,  the Company is currently  three payments  behind.
              Management  expects this suit to be fully paid by August 2002.  At
              June 30,  2002,  the  balance  due to  Tioga  was  $21,234  and is
              included  in  judgments  payable  and is  classified  as a current
              liability.

              Dennis L. Spencer

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

              In January 2002,  Dennis L. Spencer filed suit against the Company
              and William F.  Woodburn and Loren E. Bagley in the Circuit  Court
              of Ritchie County,  West Virginia (Civil Action No. 02-C-02).  The
              complaint  alleges that the Company  sold certain  assets that Mr.
              Spencer claims to be the  beneficial  owner.  The complaint  seeks
              $1,000,000  in  damages.  The  Company has filed its answer to the
              allegations  and feels that the Company has met its obligations in
              full to Mr. Spencer.  Management also believes the suit is without
              merit and intends to vigorously defend the action. Depositions for
              this suit are  scheduled  to take place during  August  2002.  The
              Company has not  accrued  any amounts for these  claims as of June
              30,  2002  because the  Company  feels that based on its  defenses
              against  the  claims  that the  Company  will  have no  additional
              liability.  Due  to  the  early  stage  of  litigation,  it is not
              possible to evaluate the likelihood of an  unfavorable  outcome or
              estimate the extent of potential loss.

                                      -10-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


NOTE 5 -      JUDGMENTS PAYABLE (Continued)

              George Hillyer

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

              On December  26,  2001,  George  Hillyer  filed a suit against the
              Company and William F. Woodburn and Loren E. Bagley, individually.
              The action seeks  $250,750 in  connection  with  certain  services
              performed for the Company. The Company has indicated that the suit
              is  not  justified  and  that  the  Company  and  the   individual
              defendants intend to vigorously defend the action. The Company has
              reached a tentative agreement to settle this suit with Mr. Hillyer
              and expects to finalize the agreement in August 2002.  The Company
              has not accrued  any amounts for these  claims as of June 30, 2002
              because the Company  feels that based on its defenses  against the
              claims that the Company will have no additional liability.  Due to
              the early stage of litigation,  it is not possible to evaluate the
              likelihood  of an  unfavorable  outcome or estimate  the extent of
              potential loss.

              Ross O. Forbus

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

              On April 16, 2001, Ross O. Forbus obtained a judgment  against the
              Company for  $428,018  plus post  judgment  interest at 10.00% per
              annum.  The  judgment  was  obtained  to satisfy a  previous  note
              payable. The Company has made several small payments to Mr. Forbus
              and  is  currently  negotiating  with  him  toward  extending  the
              payments  until the judgment can be paid in full.  Mr.  Forbus has
              made a demand upon the Company for payment of the full obligation.
              The Company has  accrued  the  balance of  $428,018  plus  accrued
              interest.  At June 30,  2002,  the  total  amount of  $442,258  is
              included  in  judgments  payable  and is  classified  as a current
              liability.

              Core Laboratories, Inc.
              -----------------------

              On July 28,  1999,  Core  Laboratories,  Inc.  (Core)  obtained  a
              judgment  against  the  Company  for  non-payment  of an  accounts
              payable.  The judgment  calls for monthly  payments of $351 and is
              bearing  interest  at 10.00%  per  annum.  At June 30,  2002,  the
              Company  had  accrued a balance of $12,869  which is  included  in
              judgments  payable.  $6,434  has been  classified  as a  long-term
              liability.

              RR Donnelly

              -----------

              On July 1, 1998, RR Donnelly (RR) obtained a judgment  against the
              Company for non- payment of accounts  payable.  The judgment calls
              for monthly  payments of $3,244 and is bearing  interest at 10.00%
              per annum.  At June 30, 2002, the Company has accrued a balance of
              $56,792  which  is  included  in  judgment  payable  as a  current
              liability.

                                      -11-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES

                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001


              Bellevue Resources

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

              On April 10,  2000,  Bellevue  Resources  recorded  and served its
              Notice  and  Statement  of Lien in the  Sixth  Judicial  District,
              Campbell County,  Wyoming,  against the Company for non-payment of
              services.  The  Company  had  recorded a  liability  of $78,651 at
              December  31,  2000.  During  2001,  the  Company  has agreed to a
              settlement  agreement  wherein the Company will transfer a portion
              of the Powder River Basin  leasehold  acreage in Campbell  County,
              Wyoming  as full  payment  of the  liability.  The  Company  is in
              possession  of the  settlement  agreement  and expects to sign the
              document  during  August 2002.  At June 30, 2002,  the balance was
              $51,826 that is included judgments payable as a current liability.

              Baker Hughes Entities

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

              On February 7, 2001, the United States Bankruptcy Court,  Southern
              District  of Texas,  entered an Order  Granting  Motion to Dismiss
              Chapter 7 Case in the action  entitled In Re: Trans Energy,  Inc.,
              Case  No.  00-39496-H4-7.  The  Order  dismissed  the  involuntary
              bankruptcy  action  instituted  against the Company on October 16,
              2000.  The sole  petitioning  creditor  named  in the  Involuntary
              Petition was Western Atlas  International,  Inc.  ("Western").  An
              Order  for  Relief  Under  Chapter 7 was  entered  by the Court on
              November 22, 2000.

              On April 23,  2000,  the 189th  District  Court of Harris  County,
              Texas entered an Agreed Final Judgment in favor of Western against
              the Company in the amount of $600,665, together with post judgment
              interest at 10% per annum. Following the judgment, Western and the
              Company  entered  into  settlement   negotiations  concerning  the
              Company's  satisfaction  of the judgment  through  payments over a
              four to five month period  together  with the pledge of collateral
              on certain unencumbered assets.

              Previously,  on or about July 9, 1998, a judgment had been entered
              in the 152nd District  Court of Harris  County,  Texas against the
              Company in favor of Baker Hughes Oilfield Operations,  Inc. d/b/a/
              Baker Hughes Inteq. Western Geophysical  ("Baker"),  a division of
              Western  Atlas  International,  Inc.,  in the  amount of  $41,142,
              together  with  interest  and  attorney  fees.  This  judgment was
              outstanding at the time of the filing of the Involuntary Petition.

              During  its  negotiations  with  Western  for  settlement  of  the
              Judgment,  the Company  made a $200,000  "good  faith  payment" to
              Western's  counsel on October 23, 2000. On December 12, 2000,  Joe
              Hill was named as the Chapter 7 Trustee.  Subsequently,  Western's
              counsel delivered the $200,000 to the Trustee.

              On January 19, 2001, the Company filed with the  Bankruptcy  Court
              the Motion to Dismiss  Chapter 7 Case.  The  reasons  cited by the
              Company in support of its Motion to Dismiss included, but were not
              limited to, (i) the Texas  Court  being an improper  venue for the
              action,  and (ii) the  Company  never  receiving  the  Involuntary
              Petition and Summons notifying it of the action.

                                      -12-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001
NOTE 5 - JUDGMENTS PAYABLE (Continued)

              Baker Hughes Entities (Continued)

              In anticipation of the Bankruptcy Court dismissing the Involuntary
              Petition,  on  February  2,  2001,  the  Company  entered  into  a
              Settlement Agreement with Baker Hughes Oilfield  Operations,  Inc.
              d/b/a/  Baker Hughes  Inteq.  Western  Geophysical,  a division of
              Western  Atlas  International,  Inc.  (the "Baker  Entities").  In
              entering its order on February 7, 2001 to dismiss the action,  the
              Court ordered the Trustee to retain  $17,695 for  satisfaction  of
              administrative fees and expenses,  and to pay to Western and Baker
              the sum of $182,737,  on behalf of the Company and pursuant to the
              terms of the Settlement Agreement.

              The Settlement Agreement provided that, subject to the approval of
              the  Bankruptcy  Court,  the  Company  agreed  to pay to the Baker
              Entities  $759,664,  plus  interest  at 10%.  In  addition  to the
              $200,000 payable from the escrow, the Company agreed to pay to the
              Baker Entities an initial  payment of $117,261 within fifteen days
              from the date of the Dismissal Order (due February 21, 2001).

              The Company  also agreed to make  additional  payments of $100,000
              every thirty days  following the initial  payment,  with the first
              payment due  beginning  no later than March 23,  2001,  continuing
              until the total obligation plus interest is paid in full. Further,
              the Company  pledged as collateral  certain  properties,  personal
              property  and  fixtures and two  directors  each  pledged  750,000
              shares of the Company's common stock which they personally own.

              During 2002, the Company  assigned the income stream from the sale
              of oil from  three of its wells  (Pinon Fee #1,  Sagebrush  #1 and
              Sagebrush  #2) to the  Baker  entities  as  payments  towards  the
              amounts owed. The Company  believes that this payment will satisfy
              the Baker entities until the Company has paid the full obligation.
              At June  30,  2002,  the  Company  has a  remaining  liability  of
              $557,449  which is  included  in  judgments  payable  as a current
              liability.

              U.S. Securities & Exchange Commission

              On September 28, 2001, the U.S.  Securities & Exchange  Commission
              ("SEC")  filed a civil action in the U.S.  District  Court for the
              District of Columbia  against the Company,  Loren E.  Bagley,  its
              President and William Woodburn, its Vice President.

              The SEC sought a judgment  against the Company  enjoining  it from
              future  violations of Sections  10(b) and 13(a) of the  Securities
              and Exchange Act of 1934 (Exchange  Act) and Rules 10b-5,  12B-20,
              13a-1,  and  13a-13.  Further,  the SEC sought a judgment  against
              Messrs.  Bagley and Woodburn enjoining them from future violations
              of Section  10(b) of the Exchange Act and Rule 10b-5,  from aiding
              and abetting  future  violations  of Section 13(a) of the Exchange
              Act and Rules  12b-20,  13a-1,  and 13a-13,  and  assessing  civil
              penalties against them.

                                      -13-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 5 - JUDGMENTS PAYABLE (Continued)

              U.S. Securities & Exchange Commission (Continued)
              -------------------------------------------------

              On February 26, 2002,  the United  States  District  Court for the
              District of Columbia  entered a permanent  injunction  against the
              Company,  its former  President,  Loren E. Bagley,  and its former
              Vice  President  and  principal  financial  officer,   William  F.
              Woodburn,  permanently  enjoining  them from future  violations of
              Sections  10(b) and 13(a) of the  Securities  Exchange Act of 1934
              (Exchange  Act)  and  Rules  10b-5,  12b-20,   13a-1,  and  13a-13
              thereunder.  The Court's order further enjoins Messrs.  Bagley and
              Woodburn  from aiding and abetting  violations of Section 13(a) of
              the Exchange Act and Rules 12b-20,  13a-1,  and 13a-13  thereunder
              and orders Messrs. Bagley and Woodburn to each pay a $20,000 civil
              penalty. The Company and Messrs.  Bagley and Woodburn consented to
              entry of the  permanent  injunction  and the  imposition  of civil
              penalties without admitting or denying the SEC's  allegations.  On
              March 8, 2002,  Messrs.  Bagley and Woodburn  each made payment to
              the SEC in the amount of $20,000 for the civil  penalty.  The case
              has been closed.

NOTE 6 -      BUSINESS SEGMENTS

              The Company adopted SFAS No. 131, "Disclosure about Segments of an
              Enterprise  and Related  Information."  Prior period  amounts have
              been restated to conform to the  requirements  of this  statement.
              The Company  conducts its  operations  principally  as oil and gas
              sales with Trans  Energy and Prima Oil and  pipeline  transmission
              with Ritchie County and Tyler Construction.

              Certain financial information  concerning the Company's operations
              in different industries is as follows:

<TABLE>
<CAPTION>

                                                    For the Six

                                                   Months Ended          Oil and Gas        Pipeline          Corporate
                                                      June 30,             Sales         Transmission        Unallocated
                                                   ------------        ------------      ------------       ------------
<S>                                                   <C>              <C>               <C>                <C>
Oil and gas revenue                                   2002             $ 220,866         $ 124,728          $    --
                                                      2001               278,890           382,941               --

Operating loss applicable to
 industry segment                                     2002              (363,828)          (89,363)              --
                                                      2001              (265,582)          (74,342)              --

General corporate expenses
 not allocated to industry
 segments                                             2002                  --                --                 --
                                                      2001                  --                --                 --

Interest expense                                      2002              (166,271)          (33,640)              --
                                                      2001               (71,940)          (39,001)              --
</TABLE>

                                                       -14-

<PAGE>

                                        TRANS ENERGY, INC. AND SUBSIDIARIES

                                  Notes to the Consolidated Financial Statements
                                        June 30, 2002 and December 31, 2001



NOTE 6 -      BUSINESS SEGMENTS (Continued)
<TABLE>
<CAPTION>

                                                    For the Six

                                                   Months Ended          Oil and Gas        Pipeline          Corporate
                                                      June 30,             Sales         Transmission        Unallocated
                                                   ------------        ------------      ------------       ------------
<S>                                                   <C>              <C>               <C>                <C>
              Other income (expenses)                   2002             (161,993)        (33,640)               --
                                                        2001                1,158            --                  --

              Assets

               (net of intercompany accounts)           2002            1,960,825       1,595,691
                                                        2001            3,478,801         862,233                --

              Depreciation and amortization             2002               53,330          54,371                --
                                                        2001               76,522          54,371                --

              Property and equipment

               Acquisitions                             2002               49,463            --                  --
                                                        2001               92,475            --                  --
</TABLE>

NOTE 7-       SUBSEQUENT EVENTS

              On July 18, 2002, Lario Oil & Gas Company (Lario), the operator of
              the Pinon Fee #1,  Sagebrush  #1 and  Sagebrush  #2,  filed a lien
              against the Company in the amount of $70,567 to secure  payment of
              operating fees. Production monies have been suspended to the Baker
              Entities until this lien has been satisfied.

              Subsequent  to June 30,  2002,  the  Company  entered  in  several
              promissory  notes with two related parties for a total of $33,000.
              The notes are payable  upon demand and  interest is imputed at 10%
              per annum.

                                      -15-

<PAGE>

Item 2.           Management's Discussion and Analysis or Plan of Operations

         The following  table sets forth the  percentage  relationship  to total
revenues of principal  items  contained in the our  consolidated  statements  of
operations  for the three and six month periods ended June 30, 2002 and 2001. It
should be noted that percentages  discussed  throughout this analysis are stated
on an approximate basis.
<TABLE>
<CAPTION>

                                                     Three Months Ended     Six Months Ended
                                                          June 30,               June 30,
                                                    -------------------   ---------------------
                                                    2002        2001        2002            2001
                                                    ----        ----        ----            ----
                                                       (Unaudited)              (Unaudited)
<S>                                                 <C>         <C>         <C>             <C>
Total revenues..............................        100%        100%        100%            100%
Total costs and expenses....................        179         162         231             151
Loss from operations........................        (79)        (62)       (131)            (51)
Other income (expense)......................        (37)        (13)        (57)            (17)
Net loss....................................       (116)        (75)       (188)           (68)
</TABLE>


         Total revenues for the three months  ("second  quarter") and six months
("first  half") ended June 30, 2002  decreased  52% and 48%  respectively,  when
compared with the second  quarter and first half of 2001.  The decreases  during
the 2002 period are due primarily to less oil  production  and lower oil and gas
prices.  Our cost of oil and gas for the second  quarter  and first half of 2002
decreased  58% and 11% from the  respective  2001 periods due to  decreased  oil
production.  Selling, general and administrative expenses for the second quarter
and first half of 2002 declined 81% and 54%, respectively, from the 2001 periods
primarily  due to  decreases  in legal,  travel  and  general  office  expenses.
Depreciation, depletion and amortization also declined in the second quarter and
first  half  of 2002 by 23% and  18%,  respectively,  attributed  to due to full
depreciation  of assets and lower oil  production.  Our loss from operations for
the second  quarter of 2002 was  $138,968  compared to  $227,718  for the second
quarter  of 2001,  and was  $453,191  for the  first  half of 2002  compared  to
$339,924 for the first half of 2001. Total other expenses increased 30% and 78 %
for the second  quarter and first half of 2002,  respectively,  due to increased
interest expenses.

         As a percentage of total revenues,  total costs and expenses  increased
from 162% in the second  quarter of 2001 to 179% for the second quarter of 2002,
and from  151% or the  first  half of 2001 to 231% for the  first  half of 2002.
Actual total costs and expenses  decreased  49% for the second  quarter 2002 and
20% for the first half of 2002.  The  decrease  in total  costs and  expenses is
primarily  attributed to the decreased oil production  and associated  costs and
expenses.

         Our net loss for the second  quarter of 2002 was  $203,290  compared to
$277,133 for the second quarter of 2001, and $648,824 for the first half of 2002
compared to $449,707 for the 2001 period.

         For the  remainder  of fiscal year 2002,  management  expects  selling,
general and administrative  expenses to remain at approximately the same rate as
the  first  half of  2002.  The  cost of oil and gas  produced  is  expected  to
fluctuate  with  the  amount  produced  and  with  prices  of oil and  gas,  and
management anticipates that revenues are likely to increase during the remainder
of 2002.

         We have included a footnote to our financial statements for the periods
ended June 30,  2002  stating  that  because of our  continued  losses,  working
capital deficit and need for additional  funding,  there is substantial doubt as
to whether we can continue as a going  concern.  See Note 2 to the  consolidated
financial statements.

                                      -16-

<PAGE>

Net Operating Losses

         We have  accumulated  approximately  $18,917,000  of net operating loss
carryforwards  as of June 30, 2002,  which may be offset  against future taxable
income  through the year 2021 when the  carryforwards  expire.  The use of these
losses to reduce future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the net operating loss carryforwards.

         In the event of certain  changes in control of our company,  there will
be an annual limitation on the amount of net operating loss carryforwards  which
can be used. No tax benefit has been reported in the  financial  statements  for
the year ended  December  31, 2001 or the six month  period  ended June 30, 2002
because  the  potential  tax  benefits  of the loss  carryforward  is  offset by
valuation allowance of the same amount.

Liquidity and Capital Resources

         Historically,   we  have  satisfied  our  working  capital  needs  with
operating  revenues and from borrowed  funds. At June 30, 2002, we had a working
capital  deficit of  $5,961,030  compared to a deficit of $5,470,698 at December
31, 2001. This 9% decrease in working capital is primarily attributed to the 13%
increase in salaries payable and 35% increase in related party payables. Working
capital  was  also  negatively  affected  due  to  recording  a  $200,000  stock
subscription deposit during the first quarter of 2002 related to the purchase of
common stock that has not been issued.  Working  capital  benefitted from the 5%
decreases in judgments payable.

         During the first half of 2002,  operating  activities  used net cash of
$383,016 compared to $98,709 in the first half of 2001,  primarily attributed to
our  increased net loss for the period and a decrease in common stock issued for
services.  Net cash used by investing  activities  in the first half of 2002 was
$49,463,  compared to $92,475 in the 2001 period.  The decline is  attributed to
the decrease in expenditures for property and equipment during 2002.  During the
first  half of  2002,we  realized  $430,988  in cash from  financing  activities
compared to $191,184 in the first half of 2001.  This  increase is due primarily
to the stock subscription deposit and an increase in proceeds from related party
notes in the first half of 2002.

         We anticipate meeting our working capital needs during the remainder of
the current  fiscal year with revenues from  operations,  particularly  from our
Powder River Basin interests in Wyoming and New Benson gas wells drilled in West
Virginia.  In the event revenues are not sufficient to meet our working  capital
needs,  we will explore the  possibility  of additional  funding from either the
sale of debt or equity  securities.  There can be no assurance such funding will
be  available  to us or, if  available,  it will be on  acceptable  or favorable
terms.

         As of June 30,  2002,  we had  total  assets  of  $3,556,516  and total
stockholders' deficit of $2,854,370,  compared to total assets of $3,641,470 and
total stockholders' deficit of $2,305,796 at December 31, 2001.

         In 1998,  we issued  $4,625,400  face value of 8%  secured  convertible
debentures  due  September  30,  1999.  A portion of the  proceeds  were used to
acquire the oil and gas properties and interest in Wyoming. During 2000, all but
one of the remaining  outstanding  debentures were converted into commons stock.
At June 30, 2002, we owed $341,462 in connection with the debentures  consisting
of $50,000 for one debenture  holder that we have been unable to contact and the
balance of in penalties and interest.

                                      -17-

<PAGE>

Inflation

         In the  opinion  of our  management,  inflation  has not had a material
effect on our operations.

Forward-Looking and Cautionary Statements

         Forward-looking  statements  in this  report are made  pursuant  to the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. We advise readers that actual results may differ  substantially  from such
forward-looking   statements.   Forward-looking  statements  involve  risks  and
uncertainties  that could cause actual results to differ  materially  from those
expressed in or implied by the  statements,  including,  but not limited to, the
following:  our  ability to secure  additional  financing,  the  possibility  of
success in our drilling endeavors, competitive factors, and other risks detailed
in the our periodic report filings with the SEC.

                                     PART II

Item 1.           Legal Proceedings

         Certain material  pending legal  proceedings to which we are a party or
to which any of our property is subject is set forth below.

         (a)      On  February  7, 2001,  the United  States  Bankruptcy  Court,
         Southern District of Texas, entered an Order Granting Motion to Dismiss
         Chapter 7 Case in the action  entitled In Re: Trans Energy,  Inc., Case
         No.  00-39496-H4-7.  The Order  dismissed  the  involuntary  bankruptcy
         action instituted  against us on October 16, 2000. The sole petitioning
         creditor   named  in  the   Involuntary   Petition  was  Western  Atlas
         International,  Inc. An Order for Relief Under Chapter 7 was entered by
         the Court on November 22, 2000.

                  On April 23, 2000,  the 189th District Court of Harris County,
         Texas entered an Agreed Final  Judgment in favor of Western  against us
         in the amount of $600,665.36,  together with post judgment  interest at
         10% per annum.  Following  the  judgment,  we entered  into  settlement
         negotiations  with Western  concerning our satisfaction of the judgment
         through  payments  over a four to five month period  together  with the
         pledge of collateral on certain unencumbered assets.  Previously, on or
         about July 9, 1998, a judgment  had been entered in the 152nd  District
         Court of  Harris  County,  Texas  against  us in favor of Baker  Hughes
         Oilfield   Operations,   Inc.   d/b/a/  Baker  Hughes  Inteq.   Western
         Geophysical ("Baker"), a division of Western Atlas International, Inc.,
         in the amount of $41,142.00,  together with interest and attorney fees.
         This  judgment  was  outstanding  at  the  time  of the  filing  of the
         Involuntary Petition.

                  During its  negotiations  with Western for  settlement  of the
         Judgment,  we made a $200,000 "good faith payment" to Western's counsel
         on October 23, 2000.  On December  12, 2000,  Joe Hill was named as the
         Chapter  7  Trustee.  Subsequently,  Western's  counsel  delivered  the
         $200,000 to the Trustee.

                  On January 19, 2001,  we filed with the  Bankruptcy  Court the
         Motion to Dismiss  Chapter 7 Case.  The  reasons we cited in support of
         our Motion to Dismiss included,  but were not limited to, (i) the Texas
         Court  being an  improper  venue  for the  action,  and (ii) our  never
         receiving  the  Involuntary  Petition  and Summons  notifying it of the
         action.   In  anticipation  of  the  Bankruptcy  Court  dismissing  the
         Involuntary Petition, on February 2, 2001, we entered into a Settlement
         Agreement  with Baker Hughes  Oilfield  Operation,  Inc.,  d/b/a/ Baker
         Hughes  Inteq.  Western  Geophysical,   a  division  of  Western  Atlas
         International, Inc. (the "Baker Entities").

                                      -18-

<PAGE>

         In entering  its order on  February 7, 2001 to dismiss the action,  the
         Court  ordered the Trustee to retain  $17,694.80  for  satisfaction  of
         administrative  fees and expenses,  and to pay to Western and Baker the
         sum of  $182,736.66,  on behalf of us and  pursuant to the terms of the
         Settlement Agreement.

                  The  Settlement   Agreement  provided  that,  subject  to  the
         approval  of the  Bankruptcy  Court,  we  agreed  to  pay to the  Baker
         Entities $759,664.31, plus interest at 10%. In addition to the $200,000
         payable from the escrow, we pledged as collateral  certain  properties,
         personal  property and fixtures and two directors each pledged  750,000
         shares of our common stock which they personally own. Subsequently,  we
         assigned  the income  stream  from the sale of oil in the Pinon Fee #1,
         Sagebrush #1 and Sagebrush #2 to the Baker Entities as payments  toward
         the amounts  owed.  Management  believes that this payment will satisfy
         the Baker Entities until the obligation can be paid in full.

         (b) On April 10, 2000, Bellevue  Resources,  Inc. recorded and served a
         Notice and Statement of Lien in the Sixth Judicial  District,  Campbell
         County, Wyoming,  against us for non-payment of services. We recorded a
         liability of $78,651 in its financial statements under accounts payable
         for the year ended  December 31, 2000 to reflect  this claim.  Bellevue
         Resources has agreed to take certain lease acreage in Campbell  County,
         Wyoming  held by us as payment  for this  liability.  We have agreed to
         this  settlement and management  anticipates  the  transaction  will be
         finalized during the third quarter of 2002.

         (c) On September 22, 2000,  Tioga Lumber Company obtained a judgment of
         $43,300 plus  interest in the Circuit Court of Pleasants  County,  West
         Virginia, against Tyler Construction Company for breach of contract. We
         have accrued $47,741 which is included in our financial  statements for
         the year ended  December 31, 2000 under accounts  payable.  On February
         26, 2002, we reached a negotiated  payment schedule with Tioga. We have
         made the initial payment pursuant to the settlement and expect the full
         amount will be paid by the third quarter 2002.

         (d)      On April 16, 2001, Ross Forbus obtained a judgment of $428,018
         against us to satisfy a promissory note that we previously entered into
         with Mr.  Forbus on April 8, 1996.  We agreed to payment terms and made
         several payments to Mr. Forbus. We are presently  negotiating to extend
         the term of the payments until the judgment is paid in full. Mr. Forbus
         has made a demand upon for payment in full.

         (e) On December 26, 2001,  George  Hillyer  filed a suit against us and
         William F. Woodburn and Loren E. Bagley individually.  The action seeks
         $250,750 in connection with certain services  performed for us. We have
         reached a tentative agreement to settle the suit and expect to finalize
         the settlement in the third quarter 2002.

         (f)      In January 2002, a suit  entitled  Dennis L. Spencer vs. Trans
         Energy,  Inc. and Messrs.  Woodburn and Bagley was filed in the Circuit
         Court of Ritchie County, West Virginia ( Civil Action No. 02-C-02). The
         complaint  alleges that we sold certain assets which Mr. Spencer claims
         to be the beneficial  owner. The complaint seeks $1,000,000 in damages.
         Management believes the suit is without merit and intends to vigorously
         defend the action.  We have not accrued any amounts for these claims as
         of December 31, 2001 because we feel that based on our defenses against
         the claims we will have no additional liability. Due to the early stage
         of the litigation,  it is not possible to evaluate the likelihood of an
         unfavorable outcome or estimate the extent of potential loss.

                                      -19-

<PAGE>

Item 2.           Changes In Securities and Use of Proceeds

         During the second quarter of 2002, we issued 5,000,000 shares of common
stock to one person upon the  conversion  of notes  payable,  valued at $50,000.
This transaction was exempt from  registration  under the Securities Act of 1933
pursuant to Section 3(a)(9) of that Act. Also during the second quarter of 2002,
we issued  1,000,000 to one person in exchange  for services  valued at $27,000.
This  transaction was exempt from  registration  pursuant to Section 4(2) of the
Securities Act.

Item 3.           Defaults Upon Senior Securities

         In 1998,  we issued  $4,625,400  face value of 8%  secured  convertible
debentures due June 30, 1999.  Interest on the debentures  accrued upon the date
of issuance  until  payment in full of the  principal  sum was been made or duly
provided for.  Holders of the  debentures  have the option,  at any time,  until
maturity, to convert the principal amount of their debenture,  or any portion of
the  principal  amount  which is at least  $10,000 into shares of the our common
stock at a  conversion  price for each share  equal to the lower of (a)  seventy
percent  (70%) of the  market  price  of the our  stock  averaged  over the five
trading  days prior to the date of  conversion,  or (b) the market  price on the
issuance  date of the  debentures.  Any  accrued  and unpaid  interest  shall be
payable,  at our option,  in cash or in shares of our common stock valued at the
then  effective  conversion  price.  During 2000,  all but one of the  remaining
outstanding  debentures  were converted into commons stock. At June 30, 2002, we
owed $341,462 in  connection  with the  debentures  consisting of $50,000 to one
debenture holder and $291,462 in penalties and interest.

Item 4.           Submission of Matters to a Vote of Security Holders

         This Item is not applicable.

Item 5.           Other Information

         This Item is not applicable.

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 99.1      Certification  of  C.E.O.   Pursuant  to  18
                                    U.S.C.  Section 1350, as Adopted Pursuant to
                                    Section  906  of the  Sarbanes-Oxley  Act of
                                    2002

                  Exhibit 99.2      Certification   of   Principal    Accounting
                                    Officer Pursuant to 18 U.S.C.  Section 1350,
                                    as Adopted  Pursuant  to Section  906 of the
                                    Sarbanes-Oxley Act of 2002

         (b)      Reports on Form 8-K

                  None

                                      -20-

<PAGE>

                                   SIGNATURES

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                        TRANS ENERGY, INC.



Date:  August 13, 2002         By  /S/  ROBERT I. RICHARDS
                                  -------------------------------------------
                                        ROBERT I. RICHARDS, President,
                                        Chief Executive Officer and Director

Date:  August 13, 2002         By  /S/  WILLIAM F. WOODBURN
                                  -------------------------------------------
                                        WILLIAM F. WOODBURN
                                        Secretary / Treasurer
                                        (Principal Accounting Officer)


                                      -21-