UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-KSB

[X] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended September 30, 2003

[ ] Transition report under Section 13 or 15(d) of the Securities

  Exchange Act of 1934
For the transition period from          to       .
                                -------    ------

Commission file number 1-9030

ALTEX INDUSTRIES, INC.
(Name of Small Business Issuer 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)                  (Zip Code)


                               (303) 265-9312
               ----------------------------------------------

Issuer's Telephone Number, Including Area Code

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
Common stock, par value $0.01 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and if no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this form 10-KSB. [X]

Issuer's revenue for its most recent fiscal year: $777,000

Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of November 19, 2003: $683,000

Number of shares outstanding of issuer's Common stock as of November 19,

2003:  15,129,250

          Transitional Small Business Disclosure Format:    Yes       No  X
                                                                ---      ---


Page 1 of 17

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-KSB 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 price of oil and natural gas; the risks associated with exploration and production in the Rocky Mountain region; the Company's ability to find, acquire, market, develop, and produce new properties; 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.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Altex Industries, Inc. (or the "Registrant" or the "Company," each of which terms, when used herein, refer to Altex Industries, Inc. and/or its subsidiary) is a holding company with one full-time employee and one part-time employee that was incorporated in Delaware in 1985. Through its operating subsidiary, the Company currently owns interests, including working interests, in productive onshore oil and gas properties, buys and sells producing oil and gas properties, and, to a lesser extent, participates in the drilling of exploratory and development wells, and in recompletions of existing wells.

The Company operates only one producing well and one field currently being abandoned. All other interests are in properties operated by others. A working interest owner in a property not operated by that interest owner must substantially rely on information regarding the property provided by the operator, even though there can be no assurance that such information is complete, accurate, or current. In addition, an owner of a working interest in a property is potentially responsible for 100% of all liabilities associated with that property, regardless of the size of the working interest actually owned.

Through the operators of the properties in which it has an interest, the Company sells produced oil and gas to refiners, pipeline operators, and processing plants. If a refinery, pipeline, or processing plant that purchases the Company's production were taken out of service, the Company could be forced to halt production that is purchased by such refinery, pipeline, or plant. Approximately 74% of the Company's oil and gas sales result from production from one field for which there is only one available gas pipeline system (See Note 4 of Notes to Consolidated Financial Statements below.). If this pipeline system were taken out of service, production of both oil and gas from that field would be halted.

Although many entities produce oil and gas, competitive factors play a material role in the Company's production operations only to the extent that such factors affect demand for and prices of oil and gas and demand for, supply of, and prices of oilfield services. The sale of oil and gas is regulated by Federal, state, and local agencies, and the Company is also subject to Federal, state, and local laws and regulations relating to the environment. These laws and regulations generally provide for control of pollutants released into the environment and require responsible parties to undertake remediation. The Company regularly assesses its exposure to environmental liability and to reclamation, restoration, and dismantlement expense (RR&D), which activities are covered by Federal, state, and local regulation. The Company does not believe that it currently has any material exposure to environmental liability or to RR&D, net of salvage value, although this cannot be assured. (See Management's Discussion and Analysis below.)

ITEM 2. DESCRIPTION OF PROPERTY.

WELLS AND ACREAGE: At November 19, 2003, the Company owned no undeveloped acreage, and, to the best knowledge of the Company, none of the wells in which the Company owns an interest is a multiple completion. However, certain wells in which the Company owns an interest do produce from multiple zones. At November 19, 2003, the Company owned working interests in 44 gross (14.18 net) productive oil wells (certain of which produce associated natural gas), no wells producing only natural gas, and 20,000 gross (6,000 net) developed acres. Substantially all of the Company's production is located in Utah and Wyoming. One well accounts for approximately 15% of the Company's oil and gas sales and for approximately 34% of the Company's estimated proved oil reserves. The Company has not reported to, or filed with, any other Federal authority or agency any estimates of total, proved net oil or gas reserves since the beginning of the last fiscal year. For additional information, see Note 7 of Notes to Consolidated Financial Statements below.

Page 2 of 17

                                   PRODUCTION

              Net Production    Average Price
             ----------------  ---------------   Average Production
               Oil      Gas      Oil     Gas     Cost Per Equivalent
Fiscal Year  (Bbls)    (Mcf)   (Bbls)   (Mcf)      Barrel ("BOE")
-----------  -------  -------  -------  ------  ---------------------
2003          13,000   84,000  $ 26.54  $ 4.57  $               10.74
-----------  -------  -------  -------  ------  ---------------------
2002          12,000   97,000    22.45    2.15                   8.66
-----------  -------  -------  -------  ------  ---------------------
2001          13,000   86,000    27.62    4.81                  11.05
-----------  -------  -------  -------  ------  ---------------------

DRILLING ACTIVITY: The Company did not participate in the drilling of any wells during fiscal 2001 (FY01"), fiscal 2002 (FY02"), or fiscal 2003 (FY03").

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common stock is quoted on the OTC Bulletin Board under the symbol "ALTX". Inter-dealer prices provided by the OTC Bulletin Board, which do not include retail mark-up, mark-down, or commission, and may not represent actual transactions, are listed in the table below.

                 FY03                FY02
         ----------------------------------------
QUARTER  HIGH BID   LOW BID   HIGH BID   LOW BID
-------------------------------------------------
1        $    0.07  $   0.05  $    0.10  $   0.06
2             0.07      0.05       0.09      0.06
3             0.10      0.06       0.13      0.06
4             0.07      0.05       0.10      0.05

At November 19, 2003, there were approximately 4,600 holders of record of the Company's Common stock, excluding entities whose stock is held by clearing agencies. The Company has not paid a dividend during the last two fiscal years.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FINANCIAL CONDITION

Cash balances decreased $21,000 during FY03 because the Company used $16,000 cash in operating activities, $4,000 cash for additions to other property and equipment, and $1,000 cash to acquire 14,000 shares of treasury stock. Accounts receivable increased $58,000 because of increased sales. Accrued production costs increased from $38,000 at September 30, 2002, to $51,000 at September 30, 2003, because of increased accrued lease operating expense (LOE) and increased accrued production taxes. Other accrued expenses increased from $37,000 at September 30, 2002, to $55,000 at September 30, 2003, because of accrued employee salary expense. Included in other accrued expenses at September 30, 2001, is $75,000 in bonus expense accrued pursuant to the Company's employment agreement with its president. (See Note 3 of Notes to Consolidated Financial Statements.) During FY02 the Company issued 936,868 shares of its Common Stock to its president, in lieu of cash, as payment of his accrued bonus.

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

Page 3 of 17

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.

The Company regularly assesses its exposure to both environmental liability and RR&D. The Company does not believe that it currently has any material exposure to environmental liability or to RR&D, net of salvage value, although this cannot be assured.

At current oil and gas price levels and at current interest rates, the Company is likely to experience negative cash flow from operations. 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 result from such acquisitions or activities, and the current level of prices and 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 oil and gas properties, asset sales, and interest income, the Company has no internal or external sources of liquidity other than its working capital. At November 19, 2003, the Company had no material commitments for capital expenditures.

RESULTS OF OPERATIONS

Oil and gas sales increased 53% from $478,000 in FY02 to $729,000 in FY03 because oil sales increased 28% from $269,000 in FY02 to $345,000 in FY03 and gas sales increased 84% from $209,000 in FY02 to $384,000 in FY03. Oil sales increased because an 8% increase in barrels sold from 12,000 in FY02 to 13,000 in FY03 was accompanied by an 18% increase in price per barrel from $22.45 in FY02 to $26.54 in FY03. Gas sales increased because a 13% decrease in thousands of cubic feet (MCFs) sold from 97,000 in FY02 to 84,000 in FY03 was more than offset by a 113% increase in price per MCF from $2.15 in FY02 to $4.57 in FY03. Interest income decreased 33% from $73,000 in FY02 to $49,000 in FY02 because of decreased interest rates. Other income (expense) consists of various minor items.

LOE increased 19% from $244,000 in FY02 to $290,000 in FY03 because of increased repairs and maintenance expense. Production taxes increased 43% from $58,000 in FY02 to $83,000 in FY03 because of increased sales. Net loss decreased 86% from $171,000 in FY02 to $24,000 in FY03 because of increased sales.

LIQUIDITY

OPERATING ACTIVITIES. In FY02 net cash used in operating activities was $134,000, and in FY03 net cash used in operating activities was $16,000.

INVESTING ACTIVITIES. In FY03 the Company expended $4,000 on additions to other property and equipment.

FINANCING ACTIVITIES. In FY02 the Company expended $138,000 to acquire 1,352,843 shares of treasury stock, and in FY03 the Company expended $1,000 to acquire 14,000 shares of treasury stock.

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 largely beyond the Company's control. In addition, because the quantity of oil and gas 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 workovers, or in the acquisition of interests in producing oil or gas properties. At current price and interest rate levels, the Company is likely to record net losses. With the exception of unanticipated variations in production levels, unanticipated RR&D, unanticipated environmental expense, and possible changes in oil and gas price levels and interest rates, 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.

ITEM 7. FINANCIAL STATEMENTS.

The consolidated financial statements follow the signature page.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

Page 4 of 17

ITEM 8a. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Company's management, including its Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding managements control objectives.

Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Principal Executive Officer and Principal Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company's Exchange Act reports. There have been no significant changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Mr. Steven H. Cardin, 53, an economist, formerly with The Conference Board and the consulting firm, National Economics Research Associates, has been Chairman and CEO of the Company for over five years, and a Director since 1984. Mr. Jeffrey S. Chernow, 52, a lawyer, formerly Director of Enforcement in the Division of Securities, State of Maryland, Office of the Attorney General, has been in private practice in Maryland for over five years, and a Director since 1989. Mr. Stephen F. Fante, 47, a CPA, formerly Chairman and CEO of IMS, which provided computerized accounting systems to the oil and gas industry and was a reseller of microcomputer products to the Fortune 1000, and formerly Chairman and CEO of Seca Graphics, Inc., which provided design and mapping services and software to the cable television and telecommunications industries, has been a private investor for the last five years, and a Director since 1989. Messrs. Chernow's, Cardin's, and Fante's terms as Directors continue until their successors are duly elected and qualified. The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

ITEM 10. EXECUTIVE COMPENSATION.

Each Director who is not also an officer of the Company receives $750 per month for service as a Director. No additional fees are paid for service on Committees of the Board or for attendance at Board or Committee Meetings. In 1998, the Company's two non-executive Directors each purchased 155,544 shares of the Company's Common Stock from the Company at a price of $0.17 per share in exchange for notes receivable from each of $26,500. The notes are non-recourse, secured by the respective shares, bear interest at the Applicable Federal Rate, and due on September 30, 2006. The principal amount of the notes can be paid with shares of the Company's Common Stock. The Company will reimburse the Directors for interest expense related to the notes and will indemnify them against additional tax due as a result of such reimbursement and indemnification.

Mr. Cardin has an Employment Agreement with the Company that was effective October 1, 2001, that has an initial term of five years, and that provides that Mr. Cardin is to receive a base salary of $191,000 per annum, escalating at no less than 5% per annum, and an annual bonus of no less than 10% of the Company's earnings before tax. Pursuant to the agreement, Mr. Cardin purchased from the Company 2,383,615 shares of the Company's Common Stock at a price of $.09375 per share and 1,376,249 shares at a price of $0.06 per share in exchange for a note receivable from him of $306,000. The note is non-recourse, is secured by the shares, bears interest at the Applicable Federal Rate, and is due at the end of the term of the Employment Agreement. The principal amount of the note can be paid with shares of the Company's Common Stock. The Company will reimburse Mr. Cardin for interest expense related to the note and will indemnify him against additional tax due as a result of such reimbursement and indemnification. In 2002 the Company issued 936,868 shares of Common Stock to Mr. Cardin, valued at $0.08 per share, in lieu of cash, as payment of his accrued bonus.

Page 5 of 17

The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment by reason of his permanent disability, the Company shall
(1) pay Mr. Cardin a total sum, payable in 24 equal monthly installments, equal to 50% of the base salary to which he would have been entitled had he performed his duties for the Company for a period of two years after his termination, less the amount of any disability insurance benefits he receives under policies maintained by the Company for his benefit, and (2) continue to provide Mr. Cardin with all fringe benefits provided to him at the time of his permanent disability for a period of two years following such permanent disability.

The Employment Agreement also provides that, in the event the Company terminates Mr. Cardin's employment in breach of the agreement, or in the event that Mr. Cardin terminates his employment because his circumstances of employment shall have changed subsequent to a change in control, then the Company shall pay Mr. Cardin a lump sum payment equal to the sum of (1) twice Mr. Cardin's base salary during the 12-month period immediately preceding the termination of his employment, (2) the greater of (a) twice any annual bonus paid to or accrued with respect to Mr. Cardin by the Company during the fiscal year immediately preceding the fiscal year in which his employment shall have been terminated or
(b) three times his base salary during the 12-month period immediately preceding the termination of his employment, and (3) any other compensation owed to Mr. Cardin at the time of his termination. The agreement also provides that the Company will indemnify Mr. Cardin against any special tax that may be imposed on him as a result of any such termination payment made by the Company pursuant to the agreement.

Under the Employment Agreement, a change in control is deemed to occur (1) if there is a change of one-third of the Board of Directors under certain conditions, (2) if there is a sale of all or substantially all of the Company's assets, (3) upon certain mergers or consolidations, (4) under certain circumstances if another person (or persons) acquires 20% or more of the outstanding voting shares of the Company, or (5) if any person except Mr. Cardin shall own or control half of such outstanding voting shares.

The following table sets forth the dollar value of compensation earned by the Company's CEO, its only executive officer, during the last three fiscal years.

                           SUMMARY COMPENSATION TABLE

                                        Annual Compensation
---------------------------  ----  ------------------------------
Name and Principal Position  Year   Salary   Bonus   Other Annual
                                                     Compensation
---------------------------  ----  --------  ------  ------------

Steven H. Cardin, CEO        2003  $201,000       -        10,000
---------------------------  ----  --------  ------  ------------

Steven H. Cardin, CEO        2002  $191,000       -        14,000
---------------------------  ----  --------  ------  ------------

Steven H. Cardin, CEO        2001  $182,000  63,000        14,000
---------------------------  ----  --------  ------  ------------

Pursuant to his Employment Agreement (See above), Mr. Cardin paid $14,000 in interest to the Company in each of the fiscal years 2001 and 2002 and $10,000 in interest in fiscal 2003, and the Company reimbursed him for those payments.

Page 6 of 17

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information concerning each person who, as of November 19, 2003, is known to the Company to be the beneficial owner of more than five percent of the Company's Common Stock, and information regarding Common Stock of the Company beneficially owned, as of November 19, 2003, by all Directors and executive officers and by all Directors and executive officers as a group.

-----------------------------------------------------------  ----------------------  ---------
Name and Address of Beneficial Owner                         Shares of Common Stock   Percent
                                                               Beneficially Owned    of Class
-----------------------------------------------------------  ----------------------  ---------
Steven H. Cardin (Director and Executive Officer)
POB 1057 Breckenridge CO 80424-1057                                       7,233,866      47.8%
-----------------------------------------------------------  ----------------------  ---------
Jeffrey S. Chernow (Director)
POB 1057 Breckenridge CO 80424-1057                                         155,544       1.0%
-----------------------------------------------------------  ----------------------  ---------
Stephen F. Fante (Director)
POB 1057 Breckenridge CO 80424-1057                                         155,544       1.0%
-----------------------------------------------------------  ----------------------  ---------
All Directors and Executive Officers as a Group (3 Persons)               7,544,954      49.8%
-----------------------------------------------------------  ----------------------  ---------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Effective October 1, 2001, the Company entered into a five-year employment agreement with its president which provides for a base salary of $191,000 annually, plus escalations of not less than 5% annually. The agreement contains provisions providing for payments to the president in the event of his disability or termination of his employment. The agreement also provides that he will receive an annual bonus equal to no less than 10% of the Company's earnings before income tax. At September 30, 2001, the Company had accrued bonus expense of $75,000. In 2002 the Company issued 936,868 shares of common stock to the president, valued at $0.08 per share, in lieu of cash, as payment of his accrued bonus. Pursuant to the employment agreement, the Company's president has purchased from the Company 2,383,615 shares of the Company's common stock at a price of $.09375 per share and 1,376,249 shares at a price of $0.06 per share in exchange for a $306,000 note receivable. The Company's two non-executive directors have each purchased 155,544 shares of the Company's common stock from the Company at a price of $0.17 per share in exchange for notes receivable from each of $26,500. Each of the three notes is non-recourse, secured by the respective shares, due on September 30, 2006, and bears interest at the Applicable Federal Rate. The principal amount of the notes can be paid with shares of the Company's common stock. The Company will reimburse the president and the directors for interest expense related to the notes, and will indemnify them against additional tax due as a result of such reimbursement and indemnification. The Company recognized $11,000 of both interest income and general and administrative expense related to the notes in 2003 and $17,000 of both interest income and general and administrative expense related to the notes in 2002.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

3(i)      Articles  of  Incorporation  -  Incorporated  herein  by  reference to
          Exhibit  B  to  August  20,  1985  Proxy  Statement
3(ii)     Bylaws  -  Incorporated herein by reference to Exhibit C to August 20,
          1985  Proxy  Statement
10        Summary  of  Employment  Agreement  between  the Company and Steven H.
          Cardin,  effective  October 1, 2001 - Incorporated herein by reference
          to  Form  10-KSB  for  fiscal  year  ended  September  30,  2001
14        Code  of  Ethics
21        List of subsidiaries - Incorporated herein by reference to Form 10-KSB
          for  fiscal  year  ended  September  30,  1997
31        Rule  13a-14(a)/15d-14(a)  Certifications
32        Section  1350  Certifications

(b) REPORTS ON FORM 8-K. None

Page 7 of 17

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALTEX INDUSTRIES, INC.

By:  /s/ STEVEN H. CARDIN                            November 25, 2003
     --------------------------------------          --------------------------
     Steven H. Cardin, CEO                           Date

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:  /s/ STEVEN H. CARDIN                            November 25, 2003
     --------------------------------------          --------------------------
     Steven H. Cardin, Director, Principal           Date
     Executive Officer, Principal Financial
     Officer, and Principal Accounting
     Officer

By:  /s/ STEPHEN F. FANTE                            November 25, 2003
     --------------------------------------          --------------------------
     Director                                        Date

Page 8 of 17

INDEPENDENT AUDITORS' REPORT

THE STOCKHOLDERS AND BOARD OF DIRECTORS
ALTEX INDUSTRIES, INC.:

We have audited the accompanying consolidated balance sheet of Altex Industries, Inc. and subsidiary as of September 30, 2003, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended September 30, 2003. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Altex Industries, Inc. and subsidiary as of September 30, 2003, and the results of their operations and their cash flows for each of the years in the two-year period ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America.

Burdick, Meritt & Associates, P.C.

Denver, Colorado
November 6, 2003

Page 9 of 17

                      ALTEX INDUSTRIES, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003


                                     ASSETS
                                     ------
CURRENT ASSETS
    Cash and cash equivalents                                                                  $  2,097,000
    Accounts receivable                                                                             125,000
    Other receivables                                                                                 1,000
    Other                                                                                            10,000
                                                                                               -------------
            Total current assets                                                                  2,233,000
                                                                                               -------------

PROPERTY AND EQUIPMENT, AT COST
    Proved oil and gas properties (successful efforts method) (Notes 6 and 7)                     1,076,000
    Other                                                                                            51,000
                                                                                               -------------
                                                                                                  1,127,000
    Less accumulated depreciation, depletion, amortization, and valuation allowance              (1,074,000)
                                                                                               -------------
            Net property and equipment                                                               53,000

OTHER ASSETS                                                                                         20,000

                                                                                               -------------
                                                                                               $  2,306,000
                                                                                               =============

                      LIABILITIES AND STOCKHOLDERS EQUITY
                      -----------------------------------

CURRENT LIABILITIES
    Accounts payable                                                                           $      7,000
    Accrued production costs                                                                         51,000
    Other accrued expenses                                                                           55,000
                                                                                               -------------
            Total current liabilities                                                               113,000
                                                                                               -------------

COMMITMENTS AND CONTINGENCIES (Notes 3, 5, and 6)


STOCKHOLDERS EQUITY (Note 3)
    Preferred stock, $.01 par value. Authorized 5,000,000 shares, none issued                            --
    Common stock, $.01 par value. Authorized 50,000,000 shares, 15,129,250 shares issued and
    outstanding                                                                                     151,000
    Additional paid-in capital                                                                   14,212,000
    Accumulated deficit                                                                         (11,811,000)
    Notes receivable from stockholders                                                             (359,000)
                                                                                               -------------
                                                                                                  2,193,000
                                                                                               -------------
                                                                                               $  2,306,000
                                                                                               =============

See accompanying notes to consolidated financial statements.

Page 10 of 17

                      ALTEX INDUSTRIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    YEARS ENDED SEPTEMBER 30, 2003 AND 2002



                                                              2003          2002
                                                          ------------  ------------
REVENUE
    Oil and gas sales                                     $   729,000   $   478,000
    Interest (Note 3)                                          49,000        73,000
    Other income (expense)                                     (1,000)       11,000
                                                          ------------  ------------
                                                              777,000       562,000
                                                          ------------  ------------
COSTS AND EXPENSES
    Lease operating                                           290,000       244,000
    Production taxes                                           83,000        58,000
    General and administrative (Note 3)                       419,000       414,000
    Reclamation, restoration, and dismantlement (Note 6)            -         4,000
    Depreciation, depletion, and amortization                   9,000        13,000
                                                          ------------  ------------
                                                              801,000       733,000
                                                          ------------  ------------
NET LOSS                                                  $   (24,000)  $  (171,000)
                                                          ============  ============
LOSS PER SHARE OF COMMON STOCK                                      *   $     (0.01)
                                                          ============  ============
WEIGHTED AVERAGE SHARES OUTSTANDING                        15,137,113    15,274,404
                                                          ============  ============


* Less than $(0.01) per share

See accompanying notes to consolidated financial statements.

Page 11 of 17

                                               ALTEX INDUSTRIES, INC. AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
                                              YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                      COMMON       STOCK     ADDITIONAL    ACCUMULATED    TREASURY       NOTE           TOTAL
                                                              PAID-IN        DEFICIT       STOCK      RECEIVABLE     STOCKHOLDERS
                                                              CAPITAL                                    FROM           EQUITY
                                      SHARES      AMOUNT                                              SHAREHOLDER
                                    -----------  ---------  ------------  -------------  ----------  -------------  --------------

BALANCES AT SEPTEMBER 30, 2001      15,559,225    156,000    14,271,000    (11,616,000)          -       (359,000)      2,452,000

Net loss                                                                      (171,000)          -              -        (171,000)

Issuance of common stock at $0.08
  per share                            936,868      9,000        66,000              -           -              -          75,000

Acquisition of treasury stock,
  1,352,843 shares at $0.10 per              -          -             -              -    (138,000)             -        (138,000)
  share

Retirement of treasury stock        (1,352,843)   (14,000)     (124,000)             -     138,000              -               -
                                    -----------  ---------  ------------  -------------  ----------  -------------  --------------

BALANCES AT SEPTEMBER 30, 2002      15,143,250   $151,000   $14,213,000   $(11,787,000)  $       -   $   (359,000)  $   2,218,000

Net loss                                                                       (24,000)          -              -         (24,000)

Acquisition of treasury stock,
  14,000 shares at $0.09 per share           -          -             -              -      (1,000)             -          (1,000)

Retirement of treasury stock           (14,000)                  (1,000)             -       1,000              -               -
                                    -----------  ---------  ------------  -------------  ----------  -------------  --------------

BALANCES AT SEPTEMBER 30, 2003      15,129,250   $151,000   $14,212,000   $(11,811,000)  $           $   (359,000)  $   2,193,000
                                    ===========  =========  ============  =============  ==========  =============  ==============

See accompanying notes to consolidated financial statements.

Page 12 of 17

                      ALTEX INDUSTRIES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    YEARS ENDED SEPTEMBER 30, 2003 AND 2002


                                                                             2003         2002
                                                                          -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                              $  (24,000)  $ (171,000)
    Adjustments to reconcile net loss to net cash
        provided used in operating activities
        Depreciation, depletion, and amortization                              9,000       13,000
        Decrease (increase) in accounts receivable                           (58,000)      12,000
        Decrease in other receivables                                          4,000       10,000
        Decrease in other current assets                                       7,000            -
        Decrease in other assets                                              12,000       18,000
        Increase (decrease) in accounts payable                                3,000       (6,000)
        Increase (decrease) in accrued production costs                       13,000      (10,000)
        Decrease in accrued restoration, reclamation, and dismantlement            -       (1,000)
        Increase in other accrued expenses                                    18,000        1,000
                                                                          -----------  -----------
                Net cash used in operating activities                        (16,000)    (134,000)
                                                                          -----------  -----------

CASH FLOWS USED IN  INVESTING ACTIVITIES
    Additions to other property and equipment                                 (4,000)           -
                                                                          -----------  -----------

CASH FLOWS USED IN FINANCING ACTIVITIES
    Acquisition of treasury stock                                             (1,000)    (138,000)
                                                                          -----------  -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (21,000)    (272,000)
                                                                          -----------  -----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                             2,118,000    2,390,000
                                                                          -----------  -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                  $2,097,000   $2,118,000
                                                                          ===========  ===========

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 financial statements.

Page 13 of 17

ALTEX INDUSTRIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

NATURE OF OPERATIONS: Altex Industries, Inc., through its wholly-owned subsidiary, jointly referred to as the Company, owns interests, including working interests, in productive oil and gas properties located in Utah and Wyoming. The Company's revenues are generated from sales of oil and gas production, sales of oil and gas properties, and interest income from cash deposits. The Company's operations are significantly affected by changes in oil and gas prices and to changes in interest rates.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of Altex Industries, Inc. and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

ESTIMATES: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

PROPERTY AND EQUIPMENT: The Company follows the successful efforts method of accounting for oil and gas operations, under which exploration costs, including geological and geophysical costs, annual delay rentals, and exploratory dry hole costs, are charged to expense as incurred. Costs to acquire unproved properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. Capitalized costs relating to proved oil and gas properties are depleted on the units-of-production method based on estimated quantities of proved reserves and estimated RR&D (Note 6). Upon the sale or retirement of property and equipment, the cost thereof and the accumulated depreciation, depletion, and valuation allowance are removed from the accounts, and the resulting gain or loss is credited or charged to operations. Actual RR&D expense in excess of estimated RR&D expense is charged to operations.

IMPAIRMENT OF LONG-LIVED ASSETS: The Company assesses long-lived assets for impairment when circumstances indicate that the carrying value of such assets may not be recoverable. This review compares the assets carrying value with managements best estimate of the assets expected future undiscounted cash flows without interest costs. If the expected future cash flows exceed the carrying value, no impairment is recognized. If the carrying value exceeds the expected future cash flows, an impairment equal to the excess of the carrying value over the estimated fair value of the asset is recognized. No such impairment may be restored in the future. The Company's proved oil and gas properties are assessed for impairment on an individual field basis.

CASH EQUIVALENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS: For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amount reported on the balance sheet for cash and cash equivalents approximates its fair value.

INCOME TAXES: The Company follows the asset and liability method of accounting for deferred income taxes. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial accounting and tax bases of assets and liabilities.

EARNINGS PER SHARE: Earnings per share of common stock is based upon the weighted average number of shares of common stock outstanding during the year.

CONCENTRATIONS OF CREDIT RISK: The Company sells the majority of its oil and gas production to two customers (Note 4). Although this concentration could affect the Company's overall exposure to credit risk, management believes the risk is minimal since the majority of its sales are ultimately to major companies within the industry. Although the Company maintains significant amounts of cash, management does not permit cash deposits to exceed federally insured limits with any one institution.

REVENUE RECOGNITION: Substantially all of the Company's revenue is from sales of oil and gas production and from interest income. Revenue from oil and gas production is recognized based on sales or delivery date. Interest income is recognized when earned.

Page 14 of 17

ALTEX INDUSTRIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002

NOTE 2 - INCOME TAXES. At September 30, 2003, the Company had net operating loss
and depletion carryforwards for income tax purposes of $367,000 and $945,000, respectively. If not utilized, the net operating losses will expire during the period from 2004 through 2023. The approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax assets at September 30, 2003, computed in accordance with SFAS No. 109, is as follows:

DEFERRED TAX ASSETS
   Net operating loss carryforward                                                            $   128,000
   Depletion carryforward                                                                         331,000
   Tax basis of assets written off for financial statement purposes                               688,000
                                                                                              ------------
                                                                                                1,147,000

DEFERRED TAX LIABILITY
   Depletion, depreciation, amortization, and valuation allowance for income tax purposes in
       excess of amounts for financial statement purposes                                          (7,000)
                                                                                              ------------
TOTAL NET DEFERRED TAX ASSETS                                                                   1,140,000
   Less valuation allowance                                                                    (1,140,000)
                                                                                              ------------
NET DEFERRED TAX ASSET                                                                        $         -
                                                                                              ============

Based on the uncertainty of future realization, a valuation allowance equal to the net deferred tax asset has been provided. Accordingly, no tax benefit has been recorded.

Income tax expense is different from amounts computed by applying the statutory Federal income tax rate for the following reasons:

                                                               2003        2002
                                                            ----------------------
TAX EXPENSE (BENEFIT) AT 35% OF NET EARNINGS (LOSS)         $  (8,000)  $ (60,000)
CHANGE IN VALUATION ALLOWANCE FOR NET DEFERRED TAX ASSETS    (120,000)   (201,000)
EXPIRATION OF TAX CARRYFORWARDS                               117,000     279,000
OTHER                                                          11,000     (18,000)
                                                            ----------------------
INCOME TAX EXPENSE                                          $       -   $       -
                                                            ======================

NOTE 3 - RELATED PARTY TRANSACTIONS. Effective October 1, 2001, the Company
entered into a five-year employment agreement with its president which provides for a base salary of $191,000 annually, plus escalations of not less than 5% annually. The agreement contains provisions providing for payments to the president in the event of his disability or termination of his employment. The agreement also provides that he will receive an annual bonus equal to no less than 10% of the Company's earnings before income tax. At September 30, 2001, the Company had accrued bonus expense of $75,000. In 2002 the Company issued 936,868 shares of common stock to the president, valued at $0.08 per share, in lieu of cash, as payment of his accrued bonus. Pursuant to the employment agreement, the Company's president has purchased from the Company 2,383,615 shares of the Company's common stock at a price of $.09375 per share and 1,376,249 shares at a price of $0.06 per share in exchange for a $306,000 note receivable. The Company's two non-executive directors have each purchased 155,544 shares of the Company's common stock from the Company at a price of $0.17 per share in exchange for notes receivable from each of $26,500. Each of the three notes is non-recourse, secured by the respective shares, due on September 30, 2006, and bears interest at the Applicable Federal Rate. The principal amount of the notes can be paid with shares of the Company's common stock. The Company will reimburse the president and the directors for interest expense related to the notes, and will indemnify them against additional tax due as a result of such reimbursement and indemnification. The Company recognized $11,000 and $17,000 of both interest income and general and administrative expense related to the notes in 2003 and 2002, respectively.

NOTE 4 - MAJOR CUSTOMERS. In 2003 and 2002 the Company had two customers who
individually accounted for 10% or more of the Company's revenue and who, in aggregate, accounted for 94% of revenue in each of 2003 and 2002. In 2003 the two customers individually accounted for 79% and 15% of revenue, and in 2002 the two customers individually accounted for 70% and 24% of revenue.

NOTE 5 - LEASES. The Company rents office space under a noncancellable operating
lease that expires in April 2004. At September 30, 2003, required future payments under the lease are $12,000 for the year ending September 30, 2004. In 2003 and 2002 the Company incurred rent expense of $21,000.

Page 15 of 17

NOTE 6 - RECLAMATION, RESTORATION, AND DISMANTLEMENT (RR&D). 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.

NOTE 7 - SUPPLEMENTAL FINANCIAL DATA - OIL AND GAS PRODUCING ACTIVITIES
(UNAUDITED). The Company's operations are confined to the continental United States, and all of the Company's reserves are proved developed. Prices and costs in the tables below have been estimated using prices and costs in effect at the end of the years indicated. Prices are estimated net of estimated quality and transportation adjustments. Income tax expense is not reflected in the tables below because of the anticipated utilization of net operating loss carryforwards and tax credits. The estimation of reserves is complex and subjective, and reserve estimates tend to fluctuate in light of new production data.

I. CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES

                                                                             SEPTEMBER 30, 2003
                                                                            --------------------
Proved properties                                                           $         1,076,000
Accumulated depreciation, depletion, amortization, and valuation allowance           (1,027,000)
                                                                            --------------------
Net capitalized cost                                                        $            49,000
                                                                            ====================

II. ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES

                                   OIL IN BARRELS   GAS IN MCFS
                                   -----------------------------
BALANCE AT SEPTEMBER 30, 2001              48,000       350,000
  Revisions of previous estimates          54,000       326,000
  Production                              (12,000)      (97,000)
                                   -----------------------------
BALANCE AT SEPTEMBER 30, 2002              90,000       579,000
  Revisions of previous estimates          10,000       223,000
  Production                              (13,000)      (84,000)
                                   -----------------------------
BALANCE AT SEPTEMBER 30, 2003              87,000       718,000
                                   =============================

III. PRESENT VALUE OF ESTIMATED FUTURE NET REVENUE

                                                          AT SEPTEMBER 30
                                                         2003          2002
                                                     --------------------------
Estimated future revenue                             $ 5,345,000   $ 3,601,000
Estimated future expenditures                         (3,771,000)   (2,690,000)
                                                     --------------------------
Estimated future net revenue                           1,574,000       911,000
10% annual discount of estimated future net revenue     (431,000)     (239,000)
                                                     --------------------------
Present value of estimated future net revenue        $ 1,143,000   $   672,000
                                                     ==========================

IV. SUMMARY OF CHANGES IN PRESENT VALUE OF ESTIMATED FUTURE NET REVENUE

                                                                  YEAR ENDED SEPTEMBER 30
                                                                     2003         2002
                                                                  -----------------------
Present value of estimated future net revenue, beginning of year  $  672,000   $ 444,000
Sales, net of production costs                                      (356,000)   (176,000)
Net change in prices and costs of future production                  459,000    (118,000)
Revisions of quantity estimates                                      260,000     389,000
Accretion of discount                                                 67,000      44,000
Change in production rates and other                                  41,000      89,000
                                                                  -----------------------
Present value of estimated future net revenue, end of year        $1,143,000   $ 672,000
                                                                  =======================

Page 16 of 17

EXHIBIT INDEX

14 Code of Ethics
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications


EXHIBIT 14

ALTEX INDUSTRIES, INC. CODE OF ETHICS
Adopted October 28, 2003

Page 1 of 3

Pursuant To Section 406 Of The Sarbanes-Oxley Act Of 2002

This CODE OF ETHICS (the CODE) of Altex Industries, Inc. (the COMPANY) has been adopted by the Company as part of its effort to put in place written standards that are reasonably designed to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

- Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Commission and in other public communications made by the Company;

- Compliance with applicable governmental laws, rules and regulations;

- The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

- Accountability for adherence to the Code.

The Code applies to the Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (COVERED EXECUTIVES).

1. HONEST AND ETHICAL CONDUCT.

The Company is committed to compliance with the highest ethical standards in pursuing its business interests. All Covered Executives are expected to observe those standards as well. The Company and its Covered Executives will strive to fulfill this commitment in order to protect the Company from criticism and litigation and to preserve and enhance the Company's reputation as a good corporate citizen. Stated generally, some of the ethical standards to which the Company is committed, and for which all Covered Executives are individually accountable, are as follows:

- Avoiding situations where personal interests are, or appear to be, in conflict with the Company's interests.

- Becoming familiar with, and conducting the Company's business in compliance with, applicable governmental laws, rules, and regulations.

- Treating all customers and suppliers honestly and fairly.

- Safeguarding and properly using the Company's proprietary information assets and other resources.

- Maintaining confidentiality of nonpublic information and not acting on such information for personal gain.

- Any other arrangement or circumstance, including family or other personal relationships, which might dissuade the Covered Executive from acting in the best interest of the Company.


EXHIBIT 14

ALTEX INDUSTRIES, INC. CODE OF ETHICS
Adopted October 28, 2003

Page 2 of 3

Some of these ethical standards are discussed in more detail below.

2. ACTUAL AND APPARENT CONFLICTS OF INTEREST.

A conflict of interest exists when a persons private interest interferes in any way with the interests of the Company. A conflict situation can arise when a person takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when a person, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Because it is almost always a conflict of interest for a Covered Executive to work simultaneously for a competitor, no Covered Executive is allowed to work for a competitor as a director, officer, partner, or consultant. The Company also believes that the best policy for Covered Executives is to avoid any direct or indirect business connection with our customers, suppliers, or competitors, except on the Company's behalf.

Each Covered Executive has an obligation to make prompt and full disclosure to the Compliance Officer in writing of any situation which may involve a conflict of interest. This includes, but is not limited to, the following:

- Ownership by a Covered Executive, or a family member, of a significant financial interest in any outside enterprise which does or seeks to do business with, or is a competitor of the Company.

- Serving as a director, officer, partner, consultant, or in any other key role, in any outside enterprise which does or seeks to do business with, or is a competitor of, the Company.

- Acting as a broker, finder or other intermediary for the benefit of a third party in transactions involving the Company or its interests.

3. FULL, FAIR, ACCURATE, TIMELY, AND UNDERSTANDABLE DISCLOSURE.

The Company's filings with the Securities and Exchange Commission and other public communications must be full, fair, accurate, timely, and understandable. Depending on his or her position with the Company, a Covered Executive may be called upon from time to time to provide information necessary to achieve this objective. The Company expects each Covered Executive to take this responsibility very seriously and to provide full, fair, and accurate information upon request in a timely and understandable manner.

Each Covered Executive must promptly bring to the attention of the Company's Board any material information of which that Covered Executive may become aware that affects the disclosures made by the Company in its public filings or otherwise, and to otherwise assist the Board in fulfilling its responsibilities.

In addition, each Covered Executive must promptly bring to the attention of the Board any information that Covered Executive may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize, and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures, or internal controls.

4. COMPLIANCE WITH APPLICABLE GOVERNMENTAL LAWS, RULES, AND REGULATIONS.

Compliance with applicable laws is a critical element of the Company's ethical standards. Because of its operations, the Company is subject to legal requirements that are both numerous and complex. All Covered Executives should understand those laws that apply to them in the performance of their jobs and take steps to ensure that the Company's operations with which they are involved are conducted in conformity with those laws.


EXHIBIT 14

ALTEX INDUSTRIES, INC. CODE OF ETHICS
Adopted October 28, 2003

Page 3 of 3

The Company has always required that all Covered Executives conduct the Company's business in accordance with all federal, state, and local laws. The failure of Covered Executives to strictly adhere to the letter and the spirit of the law could result in both personal and corporate criminal liability. Each Covered Executive is personally responsible for complying with the law. In addition, each Covered Executive is charged with the responsibility of reporting any behavior or conduct that could reasonably constitute a criminal offense.

5. PROMPT INTERNAL REPORTING OF VIOLATIONS OF THE CODE.

Any violation of the Code must be promptly to the Chair of the Audit Committee of the Board of Directors (the COMPLIANCE OFFICER). Currently, the Compliance Officer may be reached as follows: Stephen F. Fante, 855 S Cove Way, Denver CO 80209-4813, 303.722.6325, sfante@comcast.net

6. ACCOUNTABILITY FOR ADHERENCE TO THE CODE.

Each Covered Executive is personally accountable for his or her adherence to the Code.
Upon receiving a report alleging a violation of the Code, the Compliance Officer must promptly inform the Board. At the discretion of the Board, either the Board, the Compliance Officer or a designee of the Board or the Compliance Officer, will investigate the allegation, giving the alleged violator an opportunity to be heard. The results of such investigation shall be conveyed promptly to the Board. A Covered Executive deemed by the Board to have violated a provision of the Code may be subject to disciplinary action, up to and including termination.

7. AMENDMENT, MODIFICATION AND WAIVER.

The Code may be amended or waived from time to time by the Board. Any amendment or waiver must be disclosed pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, and the rules and regulations adopted under such act.

PLEASE DIRECT ALL QUESTIONS REGARDING ANY OF THE PROVISIONS OR PROCEDURES

OF THE CODE TO THE COMPLIANCE OFFICER.


EXHIBIT 31

RULE 13A-14(a)/15D-14(a) CERTIFICATIONS

I, Steven H. Cardin, certify that:

1. I have reviewed this annual report on Form 10-KSB of Altex Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ STEVEN H. CARDIN                               November 25, 2003
---------------------------------------            -----------------------------
Steven H. Cardin                                   Date
Principal Executive Officer and
Principal Financial Officer


EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Altex Industries, Inc. (the "Company") on Form 10-KSB for the period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steven
H. Cardin, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:   November 25, 2003              /s/ STEVEN H. CARDIN
                                       By:  Steven H. Cardin
                                       ----------------------------------------
                                            Chief Executive Officer and
                                            Principal Financial Officer