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 March 31, 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 March 31, 2002
   -----------------------------             -------------------------------
   Common Stock, $.001 par value                        193,519,127

                                       -1-

<PAGE>

<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                                                                                          ----
                                          PART I.  FINANCIAL INFORMATION



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

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

                  Consolidated Statements of Operations -- three months ended
                    March 31, 2002 and 2001..........................................................       6

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

                  Consolidated Statements of Cash Flows - three months ended
                    March 31, 2002 and 2001..........................................................       8

                  Notes to Consolidated Financial Statements ........................................      10

Item 2.      Management's Discussion and Analysis and Results of Operations..........................      14

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings.......................................................................      16

Item 2.      Changes In Securities and Use of Proceeds...............................................      18

Item 3.      Defaults Upon Senior Securities.........................................................      18

Item 4.      Submission of Matters to a Vote of Securities Holders...................................      19

Item 5.      Other Information.......................................................................      19

Item 6.      Exhibits and Reports on Form 8-K........................................................      19

             SIGNATURES..............................................................................      20

</TABLE>

                                       -2-

<PAGE>

                                     PART I

Item 1.           Financial Statements

         The  following  unaudited  Consolidated  Financial  Statements  for the
period ended March 31, 2002 have been prepared by the Company.

                               TRANS ENERGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 2002 and December 31, 2001

                                       -3-

<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
                                                       March 31,    December 31,
                                                        2002         2001
                                                     -----------    -----------
                                                      (Unaudited)
CURRENT ASSETS

               Cash                                  $    13,667    $     1,491

Accounts receivable, net                                 144,304        186,478
                                                     -----------    -----------
     Total Current Assets                                157,971        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                                                3,578,570      3,559,644
  Leasehold acreage                                      114,426        114,426

  Accumulated depreciation                            (2,631,375)    (2,602,528)
                                                     -----------    -----------
     Total Fixed Assets                                3,434,789      3,444,710
                                                     -----------    -----------
OTHER ASSETS

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

     Total Other Assets                                    8,791          8,791

     TOTAL ASSETS                                    $ 3,601,551    $ 3,641,470
                                                     ===========    ===========

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

                                      -4-

<PAGE>





<TABLE>
<CAPTION>

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


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

                                                               March 31,
                                                              December 31,
                                                                2002               2001
                                                             ------------    ------------
                                                              (Unaudited)
CURRENT LIABILITIES

<S>                                                          <C>             <C>
   Accounts payable - trade                                  $    654,449    $    754,552

   Notes payable - convertible                                     46,130          41,575

   Accrued expenses                                               564,396         619,678
   Salaries payable                                               684,962         642,662
   Notes payable - current portion                              1,575,854       1,311,695

   Judgments payable (Note 5)                                   1,191,754       1,228,964

   Related party payables                                         792,025         704,829

   Debentures payable                                             331,462         331,462

   Dividends payable                                                 --            23,250

   Stock subscription deposit (Note 4)                            200,000            --
                                                             ------------    ------------
     Total Current Liabilities                                  6,041,032       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                                          6,329,631       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; 193,519,127 and 176,683,189 shares issued
    and outstanding, respectively                                 193,518         176,682

   Capital in excess of par value                              22,775,785      22,769,371

   Accumulated deficit                                        (25,697,383)    (25,251,849)
                                                             ------------    ------------

     Total Stockholders' Equity (Deficit)                      (2,728,080)     (2,305,796)
                                                             ------------    ------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                       $  3,601,551    $  3,641,470
                                                             ============    ============
</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      -5-
<PAGE>

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


                                                For the Three Months Ended
                                                         March 31,
                                                  2002              2001
                                               -----------      -----------
REVENUES                                     $     169,489    $     294,425
                                               -----------      -----------

COSTS AND EXPENSES

  Cost of oil and gas                              272,198          188,445

  Salaries and wages                                17,765           16,619

  Depreciation, depletion and amortization          53,789           60,883

  Selling, general and administrative              139,960
                                                                    140,684

     Total Costs and Expenses                      483,712          406,631
                                               -----------      -----------
LOSS FROM OPERATIONS                              (314,223)        (112,206)
                                               -----------      -----------
OTHER INCOME (EXPENSE)

  Other income                                       3,329              721
  Interest expense                                (134,640)         (61,089)
                                               -----------      -----------
     Total Other Income (Expense)                 (131,311)         (60,368)
                                               -----------      -----------
LOSS FROM OPERATIONS BEFORE INCOME TAXES
 AND MINORITY INTERESTS                           (445,534)        (172,574)
                                               -----------      -----------
INCOME TAXES                                          --               --

MINORITY INTERESTS                                    --               --

NET LOSS                                     $    (445,534)   $    (172,574)
                                               -----------      -----------
BASIC LOSS PER SHARE                         $       (0.00)   $       (0.00)
                                               -----------      -----------

WEIGHTED AVERAGE SHARES OUTSTANDING            186,784,752      173,837,689
                                               ===========      ===========


              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)

                                                                                                     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           --

Net loss for the three months
 ended March 31, 2002 (unaudited)              --               --             --             --             --         (445,534)
                                       ------------    -------------   ------------   ------------   ------------   ------------

Balance, March 31, 2002 (unaudited)            --      $        --      193,519,127   $    193,518   $ 22,775,785   $(25,697,383)
                                       ============    =============   ============   ============   ============   ============
</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 Three Months Ended
                                                                       March 31,
                                                                  2002          2001
                                                                 -------      -------
<S>                                                            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                                       $(445,534)   $(172,574)
   Adjustments to reconcile net loss to net cash (used) by
    operating activities:
Depreciation, depletion and amortization                          53,789       60,883

   Changes in operating assets and liabilities:

(Increase) in accounts receivable                                 42,174      (72,558)
(Increase) in prepaid and other current assets                      --        (10,058)
Increase (decrease) in accounts payable and accrued expenses    (175,237)     142,802

Increase in cash overdraft                                          --          3,771

Net Cash (Used) by Operating Activities                         (524,808)     (47,734)
                                                                 -------      -------

CASH FLOWS FROM INVESTING ACTIVITIES:

Expenditures for property and equipment                          (18,926)     (55,787)
                                                                 -------      -------

Net Cash (Used) by Investing Activities                          (18,926)     (55,787)
                                                                 -------      -------
CASH FLOWS FROM FINANCING ACTIVITIES:

Stock subscription deposit                                       200,000         --
Proceeds from related party notes                                 87,196       14,600

Proceeds from notes payable                                      268,714      108,280

Principal payments on notes payable                                 --        (19,359)
                                                                 -------      -------

Net Cash Provided by Financing Activities                        555,910      103,521
                                                                 -------      -------
NET INCREASE (DECREASE) IN CASH                                   12,176         --

CASH,  BEGINNING OF PERIOD                                         1,491         --
                                                                 -------      -------
CASH,  END OF PERIOD                                           $  13,667    $    --
                                                                 =======      =======
</TABLE>

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

                                      -8-
<PAGE>

<TABLE>
<CAPTION>

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


                                                             For the Three Months Ended
                                                                       March 31,
                                                                   2002       2001
                                                                  ------     ------
CASH PAID FOR:

<S>                                                               <C>       <C>
Interest                                                          $76,043   $41,650
Income taxes                                                           $-   $  --

NON-CASH FINANCING ACTIVITIES:

Common stock issued for debt                                      $  --     $  --
Common stock issued for services                                  $  --     $  --
Common stock issued for preferred stock and preferred dividends   $23,250   $  --
</TABLE>

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

                                      -9-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 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  months  ended March 31,  2002 and 2001 are not  necessarily
              indicative of the results that may be expected for the year ending
              December 31, 2002.

7NOTE 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 March 31,
              2002 of  $25,697,383,  and has a working  capital deficit at March
              31, 2002 of $5,883,061. 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 March 31, 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 March 31, 2002.

                                      -10-

<PAGE>

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


NOTE 4 -      MATERIAL EVENTS (Continued)

              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.

NOTE 5 - JUDGMENTS PAYABLE

              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 District Court in
              Harris County,  Texas 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.  At December 31,  2001,  the
              balance due to Tioga was  $47,234  and is  included  in  judgments
              payable and is classified as a current liability.

              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.  Management  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 December  31, 2001
              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.

              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
              not accrued any amounts for these  claims as of December  31, 2001
              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.

              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  accrued  the balance of $428,018  plus
              accrued  interest  of  $25,372.  The total  amount of  $453,390 is
              included  in  judgments  payable  and is  classified  as a current
              liability.

                                      -11-

<PAGE>

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



NOTE 5 - JUDGMENTS PAYABLE (Continued)

              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 December 31, 2001,  the
              Company  had  accrued a balance of $14,669  which is  included  in
              judgments  payable.  $6,434  has been  classified  as a  long-term
              liability.

              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.  The Company has accrued a balance of $62,880  which is
              included in judgment payable as a current liability.

              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  entered  into a
              settlement  agreement wherein the Company transferred a portion of
              the Powder  River  Basin  leasehold  acreage in  Campbell  County,
              Wyoming.  At December  31,  2001,  the balance was $55,259 that is
              included judgments payable as a current liability.

              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.

                                      -12-

<PAGE>

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

NOTE 5 - JUDGMENTS PAYABLE (Continued)

              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. At
              December  31,  2001,  the  Company has a  remaining  liability  of
              $601,966  which is  included  in  judgments  payable  as a current
              liability.

              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
                      March 31, 2002 and December 31, 2001

NOTE 5 - JUDGMENTS PAYABLE (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.

                                      -14-

<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 Company's  Consolidated  Statements
of  Operations  for the three month  periods  ended March 31, 2002 and 2001.  It
should be noted that percentages  discussed  throughout this analysis are stated
on an approximate basis.

                                                    Three Months Ended
                                                          March 31,
                                                 ----------------------
                                                 2002              2001
                                                 ----              ----
                                                       (Unaudited)
         Total revenues........................   100%              100%
         Total costs and expenses..............   285               138
         Net (loss) from operations............  (185)              (38)
         Other income (expense)................   (77)              (21)
         Net (loss) before income taxes........  (262)              (59)
         Income taxes..........................   -                   -
         Net income (loss).....................  (262)              (59)


         Total revenues for the three months ("first  quarter")  ended March 31,
2002  decreased 42% when compared with the first quarter of 2002.  The decreases
during the 2002 period is primarily due to less oil production and lower oil and
gas prices. Cost of oil and gas for the first quarter of 2002 increased 44% from
the first quarter of 2001 due to accounting for additional drilling costs on new
wells.  Selling,  general and  administrative  expenses for the first quarter of
2002 were  approximately  the same as for the 2001 period and salaries and wages
increased a modest 7% for the period.  Depreciation,  depletion and amortization
decreased 12% due to lower oil production and full  depreciation of assets.  The
loss from  operations  for the first  quarter of 2002 was  $314,223  compared to
$112,206 for the 2001 period, an increase of 180%.

         Total costs and expenses as a percentage  of total  revenues  increased
from 138% in the first  quarter  of 2001 to 285% for the first  quarter of 2001.
Actual total costs and expenses  increased 19% for the first  quarter 2002.  The
increase is primarily attributed to the increases in cost of oil and gas and the
increase in  depreciation,  depletion  and  amortization.  Other  expenses  also
increased  118%,  attributed the 119% increase in interest  expense due to loans
for increased drilling expenses.

         The  Company's  net loss for the  first  quarter  of 2002 was  $445,534
compared to $172,574 for the 2001 period.  The increase is primarily  attributed
to the decrease in revenues and increased cost of oil and gas.

         For the  remainder  of fiscal year 2002,  management  expects  selling,
general and administrative  expenses to remain at approximately the same rate as
the first  quarter 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.

         The Company has included a footnote to its financial statements for the
periods  ended March 31, 2002 stating that  because of the  Company's  continued
losses,  working  capital  deficit  and need for  additional  funding,  there is
substantial doubt as to whether the Company can continue as a going concern. See
Note 2 to the consolidated financial statements.

Net Operating Losses

         The Company has accumulated  approximately $18,246,000 of net operating
loss  carryforwards  as of December 31, 2001, 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 the 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 three month period ended March 31, 2002
because  the  potential  tax  benefits  of the loss  carryforward  is  offset by
valuation allowance of the same amount.

                                      -15-

<PAGE>

Liquidity and Capital Resources

         Historically,  the Company's  working capital needs have been satisfied
through its operating  revenues and from borrowed  funds. At March 31, 2002, the
Company had a working  capital  deficit of  $5,883,061  compared to a deficit of
$5,470,698 at December 31, 2001.  This 8% further  decline in working capital is
primarily  attributed to the decrease in accounts receivable (23%) and increases
in notes payable  (20%) and related  party  payables  (12%).  Also,  the Company
recorded 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 decreases  accrued expenses (9%) and judgments  payable
(3%).

         During  the  first  three  months  of  2002,  the  Company's  operating
activities  used net cash of  $524,808  compared to $47,734 net cash used in the
first three months of 2001. This result is attributed to the Company's increased
net loss for the period.

         The Company also reported $18,926 net cash used by investing activities
in the first three months of 2002  compared to $55,787 net cash used in the 2001
period.  The decline is attributed to the decrease in expenditures  for property
and equipment during the 2002 period. During the first three months of 2002, the
Company realized $555,910 in cash from financing activities compared to $103,521
realized  in the 2001  period.  This  increase  is due  primarily  to the  stock
subscription deposit and the increase in proceeds from notes payable.

         The Company  anticipates  meeting its working  capital needs during the
remainder of the current fiscal year with revenues from operations, particularly
from its Powder  River Basin  interests  in Wyoming and its New Benson gas wells
drilled in West  Virginia.  In the event revenues are not sufficient to meet the
Company's  working  capital needs, it 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 the Company or, if  available,  it
will be on acceptable or favorable terms to the Company.

         As of March 31, 2002,  the Company had total assets of  $3,601,551  and
total  stockholders'  deficit  of  $2,728,080,   compared  to  total  assets  of
$3,641,470 and total stockholders' deficit of $2,305,796 at December 31, 2001.

         In 1998,  the  Company  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 March 31, 2002,  the Company  owed  $331,462 in  connection  with the
debentures  consisting of $50,000 for one debenture  holder that the Company has
been unable to contact and $281,462 in penalties and interest.

Inflation

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

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.  The  Company  wishes to 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:  the ability of the Company to secure  additional
financing,  the  possibility  of success in the  Company's  drilling  endeavors,
competitive  factors,  and other risks detailed in the Company's periodic report
filings with the Securities and Exchange Commission.

                                     PART II

Item 1.           Legal Proceedings

         Certain  material  pending legal  proceedings to which the Company is a
party or to which any of its property is subject is set forth below.

                                      -16-

<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  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  $600,665.36,  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 $41,142.00,  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, 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
         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 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  $759,664.31,  plus interest at 10%. In addition to the
         $200,000  payable from the escrow,  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.  Subsequently,  the Company  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 the Company for non- payment of services. The
         Company  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 the Company as payment for this
         liability.  The Company has agreed to this  settlement  and  management
         anticipates the transaction will be finalized during the second 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.
         The  Company  has accrued  $47,741  which is included in the  Company's
         financial  statements  for the  year  ended  December  31,  2000  under
         accounts  payable.  Management  has  represented  that the  Company has
         reached a negotiated  payment schedule with Tioga. The Company has made
         the initial payment  pursuant to the settlement and management  expects
         the full amount will be paid by the third quarter 2002.

                                      -17-

<PAGE>

         (d) On April 16,  2001,  Ross  Forbus  obtained a judgment  of $428,018
         against the Company to satisfy a  promissory  note  previously  entered
         into by the Company with Mr.  Forbus on April 8, 1996.  The Company has
         agreed to payment  terms and has made  small  payments  to Mr.  Forbus.
         Management is currently attempting to extend the term of the payments.

         (e) 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.  Management  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 not accrued any amounts for these
         claims as of December 31, 2001 because the Company feels that the based
         on  its  defenses  against  the  claims  it  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.

         (f) In September 2001, the Securities and Exchange  Commission  filed a
         civil action in the United  States  District  Court for the District of
         Columbia  (Civil Action No.  1:01CV020060)  against Trans Energy,  Inc.
         (the  "Company") and two of its directors,  Loren E. Bagley and William
         F.  Woodburn.  The complaint  alleged  violations of the anti-fraud and
         reporting  provisions of the federal securities laws in connection with
         press  releases,   website  postings,   and  Commission  filings.   The
         Commission's complaint sought injunctive relief and civil penalties.

                  On February 26, 2002,  the District  Court entered a permanent
         injunction   against  the  Company,   Mr.  Bagley,  and  Mr.  Woodburn,
         permanently  enjoining  them from future  violations of the  Securities
         Exchange  Act of 1934 and certain  rules  promulgated  thereunder.  The
         Court also  ordered  Messrs.  Bagley and Woodburn to each pay a $20,000
         civil penalty.  The Company,  Mr. Bagley and Mr. Woodburn  consented to
         entry of the permanent injunction and the imposition of civil penalties
         without  admitting  or denying the  Commission's  allegations.  Messrs.
         Bagley and Woodburn have each paid their civil penalty.

         (g) 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 the  Company  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.  The  Company  has not
         accrued any amounts for these  claims as of December  31, 2001  because
         the Company feels that the based on its defenses  against the claims it
         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.

Item 2.           Changes In Securities and Use of Proceeds

         During the first quarter of 2002 the Company issued  16,835,938  shares
of its common stock to three persons upon the conversion of preferred  stock and
dividends into common stock. This transaction was exempt from registration under
the Securities Act of 1933 pursuant to Section 3(a)(9) of that Act.

Item 3.           Defaults Upon Senior Securities

         In 1998,  the  Company  issued  $4,625,400  face  value  of 8%  Secured
Convertible  Debentures  due March 31, 1999 (the  "Debentures")  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 Company's Common Stock at a conversion price for each
share equal to the lower of (a) seventy percent (70%) of the market price of the
Company's  Common 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 the option of the Company,  in
cash or in shares of the  Company's  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 March 31, 2002, the Company
owed $331,462 in  connection  with the  debentures  consisting of $50,000 to one
debenture holder and $281,462 in penalties and interest.

                                      -18-

<PAGE>

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

         (b)      Reports on Form 8-K

                  On March 5, 2002,  the Company filed a Current  Report on Form
                  8-K reporting  under Item 5 that on February 26 2002,  the SEC
                  entered  an  injunction  against  the  Company  and two of its
                  directors.

                                      -19-
<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:  May 16, 2002                By  /S/  Robert I. Richards
                                            ROBERT I. RICHARDS, President,
                                            Chief Executive Officer and Director

Date:  May 16, 2002                By  /S/  William F. Woodburn
                                            WILLIAM F. WOODBURN
                                            Secretary / Treasurer
                                            (Principal Accounting Officer)



                                      -20-