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




                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


   X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
                                    of 1934

                For the quarterly period ended December 31, 2001

         Transition report under Section 13 or 15(d) of the Exchange Act

                   For the transition period from ____ to ____

                          Commission file number 1-9030


                             ALTEX INDUSTRIES, INC.
     -----------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

           Delaware                                    84-0989164
- -----------------------------------          -------------------------------
  (State or Other Jurisdiction of                    (I.R.S. Employer
   Incorporation or Organization)                   Identification No.)



                       POB 1057 Breckenridge CO 80424-1057
              -----------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (303) 265-9312
              -----------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

 Number of shares outstanding of issuer's Common Stock as of January 31, 2002:
                                   15,408,593


                 Transitional Small Business Disclosure Format:

                                    Yes __ No  X





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


                                   Page 1 of 6



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                December 31, 2001
                                   (Unaudited)


                                     ASSETS


                                                                                             
Current Assets
    Cash and cash equivalents                                                                   $        2,237,000
    Accounts receivable                                                                                     54,000
    Other receivables                                                                                       14,000
    Other                                                                                                   18,000
                                                                                                        ----------
            Total current assets                                                                         2,323,000

Property and equipment, at cost
    Proved oil and gas properties (successful efforts method)                                            1,080,000
    Other                                                                                                   67,000
                                                                                                        ----------
                                                                                                         1,147,000
    Less accumulated depreciation, depletion, amortization, and valuation allowance                     (1,080,000)
                                                                                                        ----------
            Net property and equipment                                                                      67,000

Other assets                                                                                                46,000
                                                                                                        ----------
                                                                                                $        2,436,000
                                                                                                        ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                                            $           11,000
    Accrued production costs                                                                                50,000
    Other accrued expenses                                                                                  31,000
                                                                                                        ----------
            Total current liabilities                                                                       92,000


Stockholders' equity
    Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued                                   -
    Common stock, $.01 par value. Authorized 50,000,000 shares, issued 15,434,593 shares                   154,000
    Additional paid-in capital                                                                          14,241,000
    Accumulated deficit                                                                                (11,689,000)
    Treasury stock, at cost, 26,000 shares at December 31, 2001                                             (3,000)
    Notes receivable from stockholders                                                                    (359,000)
                                                                                                        ----------
                                                                                                         2,344,000
                                                                                                        ----------
                                                                                                $        2,436,000
                                                                                                        ==========


     See accompanying notes to consolidated, condensed financial statements.

                                   Page 2 of 6





                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                   (Unaudited)




                                                                                 Three Months Ended
                                                                                     December 31
                                                                             2001               2000
                                                                          ------------------------------
                                                                                     
Revenue
    Oil and gas sales                                                 $       118,000         233,000
    Interest income                                                            22,000          37,000
    Other income (expense)                                                        -            (1,000)
    Gain on sale of assets                                                        -           488,000
                                                                          ------------------------------
                                                                              140,000         757,000

Costs and expenses
    Lease operating                                                            91,000          66,000
    Production taxes                                                           14,000          27,000
    General and administrative                                                104,000          98,000
    Reclamation, restoration, and dismantlement                                 1,000             -
    Depreciation, depletion, amortization, and valuation allowance              3,000           3,000
                                                                          ------------------------------
                                                                              213,000         194,000
                                                                          ------------------------------
Net earnings (loss)                                                   $       (73,000)        563,000
                                                                          ==============================
Earnings (loss) per share                                             $         (.01)            .04
                                                                          ==============================
Weighted average shares outstanding                                        15,153,915      15,561,325
                                                                          ==============================








     See accompanying notes to consolidated, condensed financial statements.

                                   Page 3 of 6





                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
                       Consolidated Statement of Cash Flow
                                   (Unaudited)



                                                                                 Three Months Ended
                                                                                     December 31
                                                                             2001               2000
                                                                           -------------------------------
                                                                                      
Cash flows from operating activities
  Net earnings (loss)                                                 $       (73,000)        563,000
  Adjustments to reconcile net earnings to net cash
      provided by operating activities
      Gain on sale of assets                                                      -          (488,000)
      Depreciation, depletion, amortization, and valuation allowance            3,000           3,000
      Decrease (increase) in accounts receivable                               25,000          (7,000)
      Decrease in other receivables                                             1,000          (7,000)
      Increase in other current assets                                         (1,000)         (2,000)
      Decrease in other assets                                                  4,000             -
      Increase (decrease) in accounts payable                                   1,000          (4,000)
      Increase (decrease) in accrued production costs                           2,000         (25,000)
      Decrease in accrued reclamation, restoration, and dismantlement          (1,000)            -
      Decrease in other accrued expenses                                       (5,000)         (1,000)
                                                                           ------------------------------
        Net cash provided by (used in) operating activities                   (44,000)         32,000


Cash flows from investing activities
    Proceeds from sale of assets                                                  -           488,000
    Other additions to property and equipment                                     -            (5,000)
                                                                           ------------------------------
        Net cash provided by investing activities                                 -           483,000
                                                                           ------------------------------

Cash flows from financing activities
    Acquisition of treasury stock                                            (109,000)            -
                                                                           ------------------------------
        Net cash used in financing activities                                (109,000)            -
                                                                           ------------------------------

Net increase (decrease) in cash and cash equivalents                         (153,000)        515,000
                                                                           ------------------------------
Cash and cash equivalents at beginning of period                            2,390,000       1,757,000
                                                                           ------------------------------
Cash and cash equivalents at end of period                            $     2,237,000       2,272,000
                                                                           ==============================

Supplemental disclosure of non-cash transactions recorded in the
  accompanying financial statements
  Decrease in other accrued expenses resulting from issuance of
    common stock to company's president in payment of accrued bonus    $       75,000             -
                                                                      ===================================



     See accompanying notes to consolidated, condensed financial statements.

                                   Page 4 of 6


                     ALTEX INDUSTRIES, INC. AND SUBSIDIARIES
              Notes to Consolidated, Condensed Financial Statements
                                   (Unaudited)

Note 1 - Financial  Statements.  In the opinion of management,  the accompanying
unaudited, consolidated,  condensed financial statements contain all adjustments
necessary to present fairly the financial position of the Company as of December
31, 2001, and the cash flows and results of operations for the three months then
ended. Such adjustments consisted only of normal recurring items. The results of
operations for the periods ended December 31 are not  necessarily  indicative of
the results for the full year.  Certain  information  and  footnote  disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted.  The accounting
policies  followed  by the  Company  are set  forth  in Note 1 to the  Company's
consolidated  financial statements contained in the Company's 2001 Annual Report
on Form 10-KSB, and it is suggested that these consolidated, condensed financial
statements be read in conjunction therewith.

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

                 "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements  that are not  historical  facts  contained  in this Form  10-QSB are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ from projected results. Factors that could cause actual
results to differ materially include, among others: general economic conditions;
the market prices of oil and natural gas; the risks  associated with exploration
and  production in the Rocky  Mountain  region;  the Company's  ability to find,
acquire,  and develop new  properties  and its ability to produce and market its
oil and gas  reserves;  operating  hazards  attendant to the oil and natural gas
business;  uncertainties  in  the  estimation  of  proved  reserves  and  in the
projection of future rates of production and timing of development expenditures;
the strength and financial resources of the Company's competitors; the Company's
ability to find and retain skilled personnel; climatic conditions;  availability
and cost of  material  and  equipment;  delays in  anticipated  start-up  dates;
environmental  risks; the results of financing efforts;  and other uncertainties
detailed  elsewhere herein and in the Company's  filings with the Securities and
Exchange Commission.

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                               FINANCIAL CONDITION

Cash balances  declined in the quarter ended December 31, 2001  ("Q1FY02")  from
$2,390,000  to  $2,237,000  because the Company  used  $109,000  cash to acquire
1,087,500  shares of its Common  Stock and because the Company  recognized a net
loss of $73,000. Accounts receivable declined from $79,000 to $54,000 because of
reduced sales.  Other accrued expenses declined from $111,000 to $31,000 because
the Company paid an accrued bonus to its president of $75,000 by issuing 936,868
shares of its  Common  Stock to him at the then fair  market  value of $0.08 per
share.

In a Form 8-K filed August 22, 2000, when oil and gas prices were  significantly
above current levels,  the Company  announced that its wholly-owned  subsidiary,
Altex Oil Corporation  ("AOC"),  was attempting to sell substantially all of its
interests in producing oil and gas  properties  for cash,  provided that certain
target prices were realized.  Given the current  depressed levels of oil and gas
prices,  it appears  highly  unlikely that this strategy will meet with success,
and there can be no assurance  that any  additional  interests  will actually be
sold. Any sale will be subject to applicable legal and regulatory  requirements.
AOC does not  currently  intend to sell its  non-producing  interests in the Tar
Sands Triangle Area of Utah.

The Company is  completing  the  restoration  of the area that had contained its
East  Tisdale  Field in Johnson  County,  Wyoming.  The  Company has removed all
equipment  from  the  field  and has  recontoured  and  reseeded  virtually  all
disturbed areas in the field.  Barring  unforeseen  events, the Company does not
believe that the expense  associated with any remaining  restoration  activities
will be  material,  although  this cannot be  assured.  After its bonds with the
state and the Bureau of Land  Management  are  released,  the  Company  does not
believe  it will  have any  further  liability  in  connection  with the  field,
although this cannot be assured.

At January 31, 2002,  world oil prices and domestic  natural gas and natural gas
liquids prices were materially  depressed relative to price levels prevailing in
the prior  year.  Also,  at January 31,  2002,  interest  rates were  materially
depressed  relative to levels  prevailing for the last several decades.  At such
price and  interest  rate levels,  all other things being equal,  cash flow from
operations  is  likely  to  be  negative.   Furthermore,  unless  the  Company's
production  increases as the result of  acquisitions  of  producing  properties,
successful drilling activities,  or successful  recompletions,  at current price
and interest rate levels, the Company is likely to experience negative cash flow
from  operations  in the  foreseeable  future.  With the  exception  of  capital
expenditures  related to  production  acquisitions  or drilling or  recompletion
activities,  none of which are  currently  planned,  the cash  flows  that could

                                   Page 5 of 6

result  from  such  acquisitions  or  activities,  the  proceeds  from  possible
additional  asset  sales,  and the current low level of oil,  natural  gas,  and
natural gas liquids  prices and the  current  low level of interest  rates,  the
Company knows of no trends, events, or uncertainties that have or are reasonably
likely  to have a  material  impact on the  Company's  short-term  or  long-term
liquidity. Except for cash generated by the operation of the Company's producing
properties,  asset  sales,  or interest  income,  the Company has no internal or
external  sources of liquidity  other than its working  capital.  At January 31,
2002, the Company had no material commitments for capital expenditures.

                              RESULTS OF OPERATIONS

Sales  decreased  49% from  $233,000  in the  quarter  ended  December  31, 2000
("Q1FY01"),  to $118,000 in Q1FY02: A 19% decline in oil sold was exacerbated by
a 46% decline in the average  realized  price per barrel,  and a 49% increase in
gas sold was offset by a 60% decline in the average  realized price per thousand
cubic feet.  Interest  income  declined 41% from $37,000 in Q1FY01 to $22,000 in
Q1FY02  because  of  lower  realized  interest  rates.  In  Q1FY01  the  Company
recognized  a gain on sale of assets of $488,000  from the sale of  interests in
producing oil and gas  properties.  Lease operating  expense  increased 38% from
$66,000  in Q1FY01 to  $91,000  in  Q1FY02  because  of  increased  repairs  and
maintenance  expense.  Production  taxes decreased 48% from $27,000 in Q1FY01 to
$14,000 in Q1FY02 because of reduced sales. Net earnings decreased from $563,000
in Q1FY01 to a net loss of $73,000 in Q1FY02 because of reduced  sales,  reduced
gain on sale of assets, and higher lease operating expense in Q1FY02 as compared
to Q1FY01.

                                   LIQUIDITY

Operating  Activities.  Cash  provided by operating  activities  decreased  from
$32,000 in Q1FY01 to $44,000 cash used in operating activities in Q1FY02 because
net  earnings  exclusive  of gain on sale of assets  decreased  from  $75,000 in
Q1FY01 to a net loss of $73,000 in Q1FY02.

Investing  Activities.  The  Company  expended  $5,000  for other  additions  to
property and equipment in Q1FY01 and received $488,000 in proceeds from the sale
of assets.

Financing Activities. During Q1FY02 the Company acquired 1,087,500 shares of its
Common Stock for $109,000.

The Company's revenues and earnings are functions of the prices of oil, gas, and
natural  gas liquids and of the level of  production  expense,  all of which are
highly  variable and beyond the  Company's  control.  In  addition,  because the
quantity of oil,  gas,  and natural gas liquids  produced  from  existing  wells
declines  over time,  the  Company's  sales and net income will  decline  unless
rising  prices  offset  production  declines  or the Company  increases  its net
production by investing in the drilling of new wells,  in successful work overs,
or in the acquisition of interests in producing properties. At January 31, 2002,
world oil prices and  domestic  natural gas and natural gas liquids  prices were
materially  depressed  relative to price  levels  prevailing  in the prior year.
Also, at January 31, 2002, interest rates were materially  depressed relative to
levels prevailing for the last several decades.  At such price and interest rate
levels,  all other things being equal,  the Company is likely to experience  net
losses unless it dramatically increases production levels. With the exception of
unanticipated variations in production levels, unanticipated RR&D, unanticipated
environmental  expense,  and current low price and  interest  rate  levels,  the
Company is not aware of any other trends, events, or uncertainties that have had
or that are  reasonably  expected  to have a  material  impact  on net  sales or
revenues or income from continuing operations.

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

                                   SIGNATURES

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

                             ALTEX INDUSTRIES, INC.



Date:   February 5, 2002                   By:  /s/ STEVEN H. CARDIN
     -----------------------                    ---------------------------
                                                           Steven H. Cardin
                                                Chief Executive Officer and
                                                Principal Financial Officer



                                   Page 6 of 6