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, 2003

                                       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, 2003
-----------------------------                  --------------------------------
Common Stock, $.001 par value                          264,002,290



                                      -1-
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<TABLE>
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                                TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----
                                          PART I.  FINANCIAL INFORMATION

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

                  Consolidated Balance Sheets - June 30, 2003 (Unaudited) and
                    December 31, 2002................................................................       4

                  Consolidated Statements of Operations - three and six months ended
                    June 30, 2003 and 2002 (Unaudited)...............................................       6

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

                  Consolidated Statements of Cash Flows - three and six months ended
                    June 30, 2003 and 2002 (Unaudited)...............................................       8

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

Item 2.      Management's Discussion and Analysis and Results of Operations..........................      17

Item 3.      Controls and Procedures.................................................................      19

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings.......................................................................      19

Item 2.      Changes In Securities and Use of Proceeds...............................................      21

Item 3.      Defaults Upon Senior Securities.........................................................      21

Item 4.      Submission of Matters to a Vote of Securities Holders...................................      21

Item 5.      Other Information.......................................................................      22

Item 6.      Exhibits and Reports on Form 8-K........................................................      22

             Signatures..............................................................................      23
</TABLE>


                                      -2-
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                                     PART I

Item 1.           Financial Statements

         The accompanying  consolidated  balance sheet of Trans Energy,  Inc. at
June 30, 2003, related statements of operations,  stockholders' equity (deficit)
and cash  flows for the three  months  ended June 30,  2003 and 2002,  have been
prepared by our management in conformity  with accounting  principles  generally
accepted in the United  States of America.  In the  opinion of  management,  all
adjustments  considered  necessary for a fair  presentation of the  consolidated
results of operations and consolidated financial position have been included and
all such adjustments are of a normal recurring nature. Operating results for the
quarter ended June 30, 2003, are not necessarily  indicative of the results that
can be expected for the fiscal year ending December 31, 2003.



                               TRANS ENERGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 2003 and December 31, 2002



                                      -3-
<PAGE>



                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS


                                                June 30,     December 31,
                                                 2003             2002
                                              -----------    -----------


CURRENT ASSETS

Cash                                          $     6,416    $    12,227
Accounts receivable, net                          269,215        138,621
Prepaid expenses                                      990            360
                                              -----------    -----------
Total Current Assets                              276,621        151,208
                                              -----------    -----------
PROPERTY AND EQUIPMENT

Vehicles                                           59,830         59,830
Machinery and equipment                            10,092         10,092
Pipelines                                       1,745,217      2,254,908
Well equipment                                     49,155         49,155
Wells                                           3,620,868      3,620,868
Leasehold acreage                                  95,945         95,945
Accumulated depreciation                       (3,605,326)    (3,496,460)
                                              -----------    -----------
Total Fixed Assets                              1,975,781      2,594,338
                                              -----------    -----------
OTHER ASSETS

Cash surrender value - life insurance (net)         2,090          2,090
                                              -----------    -----------

Total Other Assets                                  2,090          2,090
                                              -----------    -----------
TOTAL ASSETS                                  $ 2,254,492    $ 2,747,636


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


                                      -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,
                                                                2003              2002
                                                             ------------    ------------
                                                              (Unaudited)

CURRENT LIABILITIES

<S>                                                          <C>             <C>
Accounts payable - trade                                     $    818,412    $    701,791
Notes payable - convertible                                        36,325          41,575
Accrued expenses                                                  991,962         921,420
Salaries payable                                                1,114,129         969,529
Notes payable - current portion                                 1,347,227       1,327,333
Judgments payable (Note 5)                                      1,133,384       1,115,094
Related party payables                                          1,104,337       1,075,587
Debentures payable                                                331,462         331,462
                                                             ------------    ------------
Total Current Liabilities                                       6,877,238       6,483,791
                                                             ------------    ------------
LONG-TERM LIABILITIES

Judgments payable (Note 5)                                           --             2,702
Notes payable                                                        --           199,862
                                                             ------------    ------------
Total Long-Term Liabilities                                          --           202,564
                                                             ------------    ------------
Total Liabilities                                               6,877,238       6,686,355
                                                             ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; 10,000,000 shares authorized at $0.001
     par value; -0- shares issued and outstanding                    --              --
   Common stock; 500,000,000 shares authorized at $0.001
     par value; 264,002,290 and 237,519,127 shares issued
     and outstanding, respectively                                264,001         237,518
Capital in excess of par value                                 23,065,095      23,045,785
Accumulated deficit                                           (27,951,842)    (27,222,022)
                                                             ------------    ------------
Total Stockholders' Equity (Deficit)                           (4,622,746)     (3,938,719)
                                                             ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                       $  2,254,492    $  2,747,636
                                                             ============    ============
</TABLE>

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


                                      -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,
                              ------------------------------    ------------------------------
                                   2003             2002              2003             2002
                              -------------    -------------    -------------    -------------
<S>                           <C>              <C>              <C>              <C>
REVENUES                      $     659,854    $     176,105    $   1,076,917    $     345,594
                              -------------    -------------    -------------    -------------
COSTS AND EXPENSES

Cost of oil and gas                 574,980           94,325          898,972          366,523
Salaries and wages                   96,253          113,256          192,146          131,021
Depreciation, depletion and
amortization                        201,752           53,912          454,985          107,701
Selling, general and
administrative                      112,959           53,580          169,184          193,540
                              -------------    -------------    -------------    -------------

Total Costs and Expenses            985,944          315,073        1,715,287          798,785
                              -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS               (326,090)        (138,968)        (638,370)        (453,191)
                              -------------    -------------    -------------    -------------
OTHER INCOME (EXPENSE)

Gain on disposal of asset              --               --            112,235             --
Loss on sale of asset                  --               --             (5,807)            --
Other income                          5,725              949            6,498            4,278
Interest expense                   (102,180)         (65,271)        (204,376)        (199,911)
                              -------------    -------------    -------------    -------------
Total Other Income
      (Expense)                     (96,455)         (64,322)         (91,450)        (195,633)
                              -------------    -------------    -------------    -------------
LOSS FROM OPERATIONS
BEFORE INCOME TAXES AND
MINORITY INTERESTS                 (422,545)   $    (203,290)   $    (729,820)   $    (648,824)
                              -------------    -------------    -------------    -------------
INCOME TAXES                           --               --               --               --
                              -------------    -------------    -------------    -------------
MINORITY INTERESTS                     --               --               --               --
                              -------------    -------------    -------------    -------------

NET LOSS                      $     422,545)   $    (203,290)   $    (729,820)   $    (648,824)
                              =============    =============    =============    =============
BASIC LOSS PER SHARE          $       (0.00)   $       (0.00)   $       (0.00)   $       (0.00)
                              =============    =============    =============    =============

WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING                     244,702,549      198,925,721      242,036,759      192,888,775
                              =============    =============    =============    =============
</TABLE>

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

                                       -6-

<PAGE>
<TABLE>
<CAPTION>


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


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

<S>                                                <C>                 <C>           <C>          <C>            <C>
Balance, December 31, 2001                         300         --      176,683.189   $  176,682   $ 22,769,371   (25,275,063)

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

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

Common stock issued for services                  --           --        1,000,000        1,000         28,000          --

Conversion of notes payable to
 common stock                                     --           --        4,166,667        4,167         20,833          --

Common stock issued for cash                      --           --       33,333,333       33,333        166,667          --

Common stock issued for services                  --           --          500,000          500          9,500          --

Net loss for the year ended
 December 31, 2002                                --           --             --           --             --      (1,946,959)
                                           -----------   -----------   -----------   ----------   ------------   -----------

Balance, December 31, 2002                        --           --       237,519,127     237,518     23,045,785   (27,222,022)

Common stock issued for conversion
 of debt and related interest
 (unaudited)                                      --           --        26,483,163      26,483         19,310          --

Net loss for the six months ended
June 30, 2003 (unaudited)                         --           --              --          --             --        (729,820)
                                           -----------   -----------   -----------   ----------   ------------   ------------

Balance, June 30, 2003 (unaudited)         $      --           --      264,002,290      264,001   $ 23,065,095  $(27,951,842)
                                           ===========   ===========   ===========   ==========   ============  =============
</TABLE>

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


                                      -7-
<PAGE>

<TABLE>
<CAPTION>

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

                                                                For the
                                                            Six Months Ended
                                                               June 30,
                                                       -------------------------
                                                          2003         2002
                                                       ---------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                    <C>          <C>
Net loss                                               $(729,820)   $(648,824)
Adjustments to reconcile net loss
to net cash used by operating activities:
  Depreciation, depletion and amortization               454,985      107,701
  Net gain from sale of assets                          (106,428)        --
  Common stock issued for services                          --         27,000
Changes in operating assets and liabilities:
  Decrease (increase) in accounts receivable            (156,711)      25,581
  Increase in prepaid and other current assets              (630)        (360)
  Increase in accounts payable and
    current liabilities                                  362,772      105,886
                                                       ---------    ----------
      Net Cash Used by Operating Activities             (175,832)    (383,016)
                                                       ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of assets                           240,000         --
  Expenditures for property and equipment                   --        (49,463)
                                                       ---------    ----------
    Net Cash Provided (Used) by Investing Activities     240,000      (49,463)
                                                       ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Increase in cash overdraft                                --         16,138
  Stock subscription deposit                                --        200,000
  Proceeds from related party payables                   205,650      361,889
  Payments on related party payables                     (95,783)    (113,706)
  Proceeds from notes payable                               --         25,000
  Payments on notes payable                             (179,846)     (58,333)
                                                       ---------    ----------
    Net Cash Provided (Used) by Financing Activities     (69,979)     430,988
                                                       ---------    ----------
NET DECREASE IN CASH                                      (5,811)      (1,491)

CASH, BEGINNING OF PERIOD                                 12,227        1,491
                                                       ---------    ----------
CASH, END OF PERIOD                                    $   6,416    $    --
                                                       =========    ==========
CASH PAID FOR:

  Interest                                             $  63,098    $  67,816
  Income taxes                                         $    --      $    --

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for debt and related interest    $  45,793    $  50,000
  Common stock issued for services                     $    --      $  27,000
  Common stock issued for conversion of
    preferred stock and dividends                      $    --      $  23,250

</TABLE>

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



                                      -8-
<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

         The accompanying  unaudited condensed  consolidated financial statement
         The accompanying  unaudited condensed consolidated financial statements
         hav ts  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 accounting  principles generally
         accepted in the United States of America 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, 2002 Annual Report on Form 10-KSB.
         Operating  results for the three and six months ended June 30, 2003 and
         2002 are not necessarily indicative of the results that may be expected
         for the year ending December 31, 2003.

NOTE 2 - GOING CONCERN

         The Company's condensed  consolidated financial statements are prepared
         using accounting  principles generally accepted in the United States of
         America   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, 2003 of $27,951,842,  and has a working capital
         deficit  at June  30,  2003  of  $6,600,617.  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  2002  amounts  have been  reclassified  to conform to the 2003
         presentations.

NOTE 4 - MATERIAL EVENTS

         On January 31, 2003, the Company  entered into an Agreement of Sale and
         Exchange with PC Pipeline,  Inc.  ("Purchaser")  for 7.6 miles of Tyler
         Construction's  six-inch natural gas pipeline in Pleasants County, West
         Virginia in exchange for the  remaining 35% of the  outstanding  common
         stock of Tyler Construction  Company. This now makes Tyler Construction
         Company a wholly-owned subsidiary of the Company.


                                      -9-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements


NOTE 4 - MATERIAL EVENTS (Continued)

         On February  27,  2003,  the  Company  entered  into an Asset  Purchase
         Agreement with Triad Energy Corporation  ("Triad") and Sancho Oil & Gas
         Corporation  ("Sancho")  whereby Tyler  Construction  Company ("Tyler")
         sold 55,000 feet of gas pipeline located in Tyler and Pleasants County,
         West  Virginia for  $270,000.  $240,000 was paid at the time of closing
         and the remaining $30,000 was payable 60 days from closing.  As part of
         the Agreement,  Tyler assigned its  right-of-ways  and its gas purchase
         contract with Sancho,  along with an agreement for Triad to use Tyler's
         right to transport gas which right is not assignable.

         During  February  2003,  the Company filed Form S-8 with the Securities
         and Exchange Commission for the registration of 3,500,000 shares of the
         Company's  common  stock  to  be  issued  to  A.  Thomas  Crompton  for
         consulting  services that were  performed  during the fourth quarter of
         2002. The shares were valued at $0.003,  which was the trading price at
         the time the shares were registered, for a total value of $10,500.

         During  the  six  months  ended  June  30,  2003,  the  Company  issued
         26,483,163  shares of its common stock for the  conversion  of debt and
         related  interest at an average  price of $0.0015 per share for a total
         value of $45,793.

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, and during the second quarter of 2003, the remaining balance
              has been paid in full.

              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. The Company has
              not  accrued  any  amounts  for these  claims as of June 30,  2003
              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, 2003 and December 31, 2002 Statements


NOTE 5 - JUDGMENTS PAYABLE (Continued)

         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,  2003,  the total amount
         including  interest of $495,697 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, 2003,  the Company had accrued a balance
         including interest of $16,707 which is included in judgments payable.

         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, 2003, the Company has accrued a balance including  interest
         of  $71,399  which  is  included  in  judgment  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.


                                      -11-
<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements

NOTE 5 - JUDGMENTS PAYABLE (Continued)

         Baker Hughes Entities (Continued)

         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.

         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.


                                      -12-
<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements


NOTE 5 - JUDGMENTS PAYABLE (Continued)

         Baker Hughes Entities (Continued)

         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.  The Baker  Entities
         continue  its  proceedings  to enforce a foreign  judgment  against the
         Company in Pleasants  County,  West  Virginia.  At June 30,  2003,  the
         Company has a remaining  liability including interest of $548,298 which
         is included in judgments payable as a current liability.

         Lario Oil & Gas Company

         On January 15,  2003,  Lario Oil & Gas Company  ("Lario")  filed a suit
         against the  Company in the Sixth  District  Court of Campbell  County,
         Wyoming  (Civil  Action No.  24575).  Lario asks for $50,692,  which it
         claims  the  Company  owes  for  operating  fees on the  Pinon  Fee #1,
         Sagebrush #1 and Sagebrush #2 wells, operated by Lario and in which the
         Company has working  interests.  The Company is  preparing an answer to
         the  complaint  and is asking for a complete  accounting  of all monies
         owed.  Lario is  retaining  a  portion  of the  Company's  share of the
         monthly oil production  monies and applying them to the amount owed. At
         June 30, 2003,  the Company has accrued  $24,490,  which is included in
         accounts payable as a current liability.

         O.C. Smith

         On February 5, 2003, O.C. Smith obtained a judgment against the Company
         for $6,000 as  ordered by the  Circuit  Court of Ritchie  County,  West
         Virginia. Mr. Smith had brought suit against the Company,  successor of
         Apple  Corporation,  for an  accounting  of all  gas  purchased  by the
         Company as well as judgment for all amounts  still  owing.  The Company
         had  acquired  all of  Apple  Corporation's  interest  in this  gas and
         management  determined that there was an unpaid balance still owing Mr.
         Smith. The $6,000 is payable in three monthly installments beginning on
         April 25,  2003.  At June 30,  2003,  the Company had accrued the total
         amount of $2,000  and has  included  it in  judgments  payable  and has
         classified it as a current liability.



                                      -13-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements


NOTE 6 - OUTSTANDING STOCK OPTIONS

         The Company  applies  Accounting  Principles  Board ("APB") Opinion 25,
         "Accounting for Stock Issued to Employees," and related Interpretations
         in  accounting  for all  stock  option  plans.  Under APB  Opinion  25,
         compensation  cost is recognized for stock options granted to employees
         when the option price is less than the market  price of the  underlying
         common stock on the date of grant.

         FASB Statement 123,  "Accounting for Stock-Based  Compensation"  ("SFAS
         No.  123"),  requires  the  Company  to  provide  proforma  information
         regarding net income and net income per share as if compensation  costs
         for the  Company's  stock  option plans and other stock awards had been
         determined in accordance with the fair value based method prescribed in
         SFAS No. 123. The Company  estimates the fair value of each stock award
         at the grant date by using the Black-Scholes option pricing model.

         A summary of the status of the Company's  stock option plans as of June
         30, 2003 and changes during the year is presented below:

                                                             Weighted
                                                             Average
                                       Shares             Exercise Price


Outstanding, December 31, 2002         795,057            $       0.50

      Granted                             --                     --
      Canceled/Expired                    --                     --
      Exercised                           --                     --
                                     ------------         ------------

                                       795,057                    0.50
                                     ============         ============

      Outstanding, June 30, 2003
        (unaudited)                    795,057            $      0.50
                                     ===========          ===========

<TABLE>
<CAPTION>

                                                         Outstanding                           Exercisable
                                         -----------------------------------------     ----------------------------
                                                          Weighted
                                                          Average         Weighted                     Weighted
                                              Number    Remaining         Average        Number        Average
                                         Outstanding    Contractual       Exercise      Exercisable    Exercise
              Exercise Prices               at 6/30/03     Life             Price       at 6/30/03       Price
              ---------------            ------------- ------------     -------------  ------------ ---------------

<S>           <C>                           <C>            <C>          <C>              <C>        <C>
              $ 0.50                        795,057        0.75         $      0.50      795,057    $     0.50
</TABLE>

         The 795,057 options were issued at $0.50,  which is equal to the market
         price on the date of  issuance.  All options are fully  vested,  have a
         five-year  period to be exercised and will expire on December 31, 2003.
         The options were not issued pursuant to an employee stock option plan.


                                      -14-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements



NOTE 7 - 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               2003           $   277,430        $   799,487        $          --
                                  2002               220,866            124,728                   --

Operating loss applicable to
industry segment                  2003              (514,992)          (123,378)                  --
                                  2002              (363,828)           (89,363)                  --

General corporate expenses
 not allocated to industry
 segments                         2003                  --                 --                     --
                                  2002                  --                 --                     --

Interest expense                  2003              (178,201)           (26,175)                  --
                                  2002              (166,271)           (33,640)                  --

Other income (expenses)           2003              (173,803)            82,353                   --
                                  2002              (161,993)           (33,640)                  --

Assets
 (net of intercompany accounts)   2003             1,881,043            373,449
                                  2002             1,960,825          1,595,691                   --

Depreciation and amortization     2003               402,809             52,176                   --
                                  2002                53,330             54,371                   --

Property and equipment
 Acquisitions (Deletions)         2003                  --              240,000                   --
                                  2002                49,463               --                     --

</TABLE>


                                      -15-
<PAGE>



                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 June 30, 2003 and December 31, 2002 Statements

NOTE 8 - SUBSEQUENT EVENTS

         Subsequent  to June 30, 2003,  an officer of the Company has loaned the
         Company  approximately  $50,000.  The payable bears interest at 10% per
         annum, is due upon demand and is unsecured.

         During July 2003, the Company  entered into an agreement with Lario Oil
         & Gas Company  ("Lario") to convert the Sagebrush #3 well,  operated by
         Lario and in which the  Company  has  working  interests,  into a water
         injection well,  drill a water supply well, and purchase and install an
         enclosed  injection  plant. The Company's share of the project costs is
         expected to be approximately $152,000, which the Company expects to pay
         Lario by having  Lario retain a portion of the  Company's  share of the
         monthly oil production monies and applying them to the amount owed.

         During  August  2003,  the Company  received  notice that Baker  Hughes
         Oilfield   Operations,   Inc.   d/b/a/  Baker  Hughes  Inteq.   Western
         Geophysical  ("Baker")  has filed an  Involuntary  Chapter 7 Bankruptcy
         Petition  against the  Company in the United  States  Bankruptcy  Court
         Northern District of West Virginia.  The Company is filing an answer to
         the petition and does not expect Baker to prevail in their petition.




                                      -16-
<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, 2003 and 2002. It
should be noted that percentages  discussed  throughout this analysis are stated
on an approximate basis.
                                 Three Months Ended          Six Months Ended
                                     June 30,                    June  30,
                                 -------------------         ------------------
                                   2003         2002           2003        2002
                                 -------      -------        -------      ------
                                     (Unaudited)                   (Unaudited)
Total revenues .........          100%           100%           100%       100%
Total costs and expenses          149            179            159        231
Loss from operations ...           49             79             59        131
Other income (expense) .          (15)           (37)            (9)       (57)
Net loss ...............          (64)          (116)           (68)      (188)


         Total revenues for the three months  ("second  quarter") and six months
("first half") ended June 30, 2003 increased  275% and 212%  respectively,  when
compared  with the second  quarter  and first  half of 2002,  due  primarily  to
increased gas prices and additional  production  into our pipeline  system.  Our
cost of oil and gas for the second quarter and first half of 2003 increased 510%
and 145%, respectively, from the comparable 2002 periods, due to the increase in
price for the gas we purchased.

         Salaries  and  wages  decreased  15% for  the  second  quarter  of 2003
compared to the 2002 period, due to a reduction in personnel,  and increased 47%
for the  first  half of 2003 due to the  increase  in  overtime  paid.  Selling,
general and  administrative  expenses  increased  111% in the second  quarter of
2003, but decreased 13% for the first half of 2003. These results are attributed
to increases in consulting,  legal and accounting fees. Depreciation,  depletion
and  amortization  increase in the second quarter and first half of 2003 by 274%
and 322%,  respectively,  attributed  to an  increased  depletion  rate due to a
reevaluation of reserves at the year-end audit.

         Our loss from  operations  for the second  quarter of 2003 was $326,090
compared to $138,969  for the second  quarter of 2002,  and was $638,370 for the
first half of 2003 compared to $453,191 for the first half of 2002. The increase
in loss from  operations  for the periods is primarily  attributed  to increased
cost of oil and gas and increased depreciation,  depletion and amortization.  We
realized  total  other  expenses  of $96,455  during the second  quarter of 2003
compared to total other  expenses of $64,322 for the second quarter of 2002. The
increase in expenses is attributed to a 57% increase in interest  expense due to
additional  borrowing  and  the  recognition  of  interest  on  related  parties
payables.  Total other  expenses  for the first six months of 2003 were  $91,450
compared to total other expenses of $195,633 for the 2002 period.  This decrease
was attributed  primarily to the $112, 235 gain on disposal of assets during the
first six months of 2003.

         As a percentage of total revenues,  total costs and expenses  decreased
from 179% in the second  quarter of 2002 to 149% for the second quarter of 2003,
and from  231% for the first  half of 2002 to 159% for the  first  half of 2003.
This improvement is attributed to revenues increasing at a greater rate than the
213% and 115%  increases in total costs and expenses for the second  quarter and
first half of 2003, respectively.

         Our net loss for the second  quarter of 2003 was  $422,545  compared to
$203,290 for the second quarter of 2003, and $729,820 for the first half of 2003
compared to $648,824 for the 2002 period.



                                      -17-
<PAGE>


         For the  remainder  of fiscal year 2003,  management  expects  selling,
general and administrative  expenses to remain at approximately the same rate as
the first  quarter of 2003.  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 2003.

         We have included a footnote to our financial statements for the periods
ended June 30,  2003  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.

Liquidity and Capital Resources

         Historically,   we  have  satisfied  our  working  capital  needs  with
operating  revenues and from borrowed  funds. At June 30, 2003, we had a working
capital  deficit of  $6,600,617  compared to a deficit of $6,332,583 at December
31, 2002. This 4% increase in working capital deficit is primarily attributed to
the decrease in accounts receivable and increase in accounts payable and accrued
expenses.

         During the first half of 2003,  operating  activities  used net cash of
$175,832 compared to net cash used of $383,016 for the first half of 2002. These
results are  primarily  attributed  to  increases  in  accounts  payable and the
increased depletion rate of gas wells. Net cash provided by investing activities
in the first half of 2003 was  $240,000,  compared to net cash used by investing
activities  of $49,463  in the 2002  period.  The  increase  is due to  proceeds
realized from the sale of assets in th 2003 period.

         During the first half of 2003,we  used net cash of $69,979 by financing
activities  compared to net cash realized of $430,988 in the first half of 2002.
These results are  attributed to money  received for stock during the first half
of 2002 and increases on payments on notes payable in the first half of 2003.

         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,  2003,  we had  total  assets  of  $2,254,492  and total
stockholders' deficit of $4,622,756,  compared to total assets of $2,747,636 and
total stockholders' deficit of $3,938,719 at December 31, 2002.

         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, 2003, we owed $331,462 in connection with the debentures  consisting
of $50,000 for one debenture holder that we have been unable to contact, and the
balance in penalties.

Inflation

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


                                      -18-
<PAGE>


Forward-looking and Cautionary Statements

         This report includes "forward-looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange  Act of 1934.  These  forward-looking  statements  may  relate  to such
matters as  anticipated  financial  performance,  future  revenues or  earnings,
business prospects,  projected ventures, new products and services,  anticipated
market  performance and similar  matters.  Words such as "may," "will," expect,"
anticipate," "continue," "estimate," "project," "intend" and similar expressions
are intended as predictions regarding events,  conditions,  and financial trends
that may affect our future plans of  operations,  business  strategy,  operating
results, and financial position.

         We caution  readers  that a variety of factors  could  cause our actual
results to differ  materially  from the  anticipated  results  or other  matters
expressed in forward-looking statements. These risks and uncertainties,  many of
which are beyond our control, include:

         o    the sufficiency of existing  capital  resources and our ability to
              raise  additional  capital  to fund cash  requirements  for future
              operations;

         o    uncertainties  involved in the rate of growth of our  business and
              acceptance of our products and services;

         o    volatility  of the stock  market,  particularly  within the energy
              sector; and

         o    general economic conditions.

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.


Item 3.  Controls and Procedures

         Evaluation  of  Disclosure  Controls  and  Procedures.  Based  on their
evaluation,  as of a date within 90 days prior to the date of the filing of this
Form 10-QSB,  of the  effectiveness  of the  Company's  disclosure  controls and
procedures,  as defined  in Rules  13a-14(c)  and  15d-14(c)  of the  Securities
Exchange  Act of  1934,  the  principal  executive  officer  and  the  principal
financial  officer  of the  Company  have each  concluded  that such  disclosure
controls and procedures are effective and sufficient to ensure that  information
required to be  disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods specified by the SEC's rules and forms.

         Changes  in  Internal  Controls.   Subsequent  to  the  date  of  their
evaluation,  there  have not  been  any  significant  changes  in the  Company's
internal  controls or in other  factors  that could  significantly  affect these
controls,   including  any   corrective   action  with  regard  to   significant
deficiencies and material weaknesses.

                                     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.


                                      -19-
<PAGE>

         (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 our 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 cited in support of the Motion to
         Dismiss included, but were not limited to, (i) the Texas Court being an
         improper  venue  for the  action,  and  (ii)  we  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").  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 our behalf 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.  At  June  30,  2003,  we had a  remaining  liability,  including
         interest, of $548,298. The Baker Entities continue their proceedings to
         enforce  a  foreign  judgment  against  us in  Pleasants  County,  West
         Virginia.  A hearing with a special commission of the court was held on
         May 29, 2003 in Pleasant County, at which time no additional action was
         taken.

         In August 2003, we received notice that the Baker Entities has filed an
         involuntary  bankruptcy  petition  against  us  in  the  United  States
         Bankruptcy Court,  Northern District of West Virginia. We are preparing
         and filing an answer to the petition and management does not expect the
         Baker Entities to prevail in their petition.


                                      -20-
<PAGE>


         (b) 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. On
         February 28, 2002, we reached a negotiated  payment schedule with Tioga
         and made the initial  payment.  During the second  quarter of 2003, the
         remaining balance on the judgment was paid in full.

         (c) On April 16,  2001,  Ross  Forbus  obtained a judgment  of $428,018
         against us to satisfy a promissory  note  previously  entered into with
         Mr.  Forbus on April 8, 1996.  We agreed to payment terms and have made
         several  payments to Mr. Forbus.  Mr. Forbus has made a demand upon for
         payment in full. We are not currently making payments.

         (d) 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.
         We have  filed an  answer  to the  complaint  and the  matter  is still
         pending.

         (e) On January 15,  2003,  a suit  against us entitled  Lario Oil & Gas
         Company vs. Trans Energy,  Inc.  (Civil Action No. 24575) was initiated
         in the Sixth District Court of Campbell County,  Wyoming.  Lario's suit
         asks for  $50,692.10  which it claims we owe for operating  fees on the
         Sagebrush  #1 and #2 and the Pinon Fee #1 wells,  operated by Lario and
         in which we have working  interests.  We are preparing an answer to the
         complaint and are asking for a complete  accounting of all monies owed.
         Lario is  retaining  our share of  monthly  oil  production  monies and
         applying them to the amount owed and the current balance is $24,490.


Item 2.  Changes In Securities and Use of Proceeds

         During the second quarter,  we issued 26,483,163 shares of common stock
upon the conversion of debt and related interest,  at an average price of $.0015
per share, or a total of $45,793.  This transaction was exempt from registration
under the Securities  Act of 1933 pursuant to Sections  3(a)(9) and 4(2) of that
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, 2003, we
owed $331,462 in  connection  with the  debentures  consisting of $50,000 to one
debenture holder and $281,462 in penalties.


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

         This Item is not applicable.


                                      -21-
<PAGE>

Item 5.           Other Information

         This Item is not applicable.


Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                           Exhibit 31.1     Certification of C.E.O.  Pursuant to
                                            Section  302 of the  Sarbanses-Oxley
                                            Act of 2002.

                           Exhibit  31.2    Certification      of      Principal
                                            Accounting   Officer   Pursuant   to
                                            Section  302 of the  Sarbanses-Oxley
                                            Act of 2002.

                           Exhibit  32.1    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 32.2     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

                  There were no current  reports filed on Form 8-K for the three
                  month period ended June 30, 2003.


                                      -22-
<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 18, 2003        By  /S/  ROBERT I. RICHARDS
                                 -----------------------------------------------
                                       ROBERT I. RICHARDS, President,
                                       Chief Executive Officer and Director




Date:  August 18, 2003        By  /S/  WILLIAM F. WOODBURN
                                 -----------------------------------------------
                                       WILLIAM F. WOODBURN
                                       Secretary / Treasurer
                                       (Principal Accounting Officer)



                                      -23-