SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10QSB/A



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


For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
June 30, 2002                                     000-31553


                            HOUSTON OPERATING COMPANY
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                     76-0307819
--------------------------------                        -------------------
     (State of incorporation)                           (I.R.S. Employer
                                                        Identification No.)

                11145 Rockland Dr., Littleton,           80127
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (720) 981-0523


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                  Yes  X       No
                                     -----        ------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                7,795,171 common shares as of June 30, 2002
<PAGE>
                              FINANCIAL STATEMENTS
                        HOUSTON OPERATING COMPANY, INC.

<PAGE>
<TABLE>
<CAPTION>

                        HOUSTON OPERATING COMPANY, INC.
                                 BALANCE SHEETS
                                  (Unaudited)

<S>                                                                          <C>                 <C>



                                                                                June 30,        December 31,
                                                                                  2002               2001
                                                                             ----------------    -------------
ASSETS:
Current Assets:
  Cash                                                                                 $ 512            $ 541
                                                                             ----------------    -------------
     Total Current Assets                                                                512              541
                                                                             ----------------    -------------

TOTAL ASSETS                                                                           $ 512              541
                                                                             ================    =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
  Accounts payable and accrued expenses                                              $ 1,353          $ 1,353
  Advances from shareholders'                                                          1,896            1,896
                                                                             ----------------    -------------
    Total Current Liabilities                                                          3,249            3,249
                                                                             ----------------    -------------


Stockholders' Equity (Deficit):
  Common stock, $.001 par value; 50,000,000
    shares authorized; 7,795,171 shares issued
     and outstanding, respectively                                                     7,795            7,795
  Additional paid-in capital                                                          38,350           38,350
  Retained deficit                                                                   (48,882)         (48,853)
                                                                             ----------------    -------------

Total Stockholders' Equity (Deficit)                                                  (2,737)          (2,708)
                                                                             ----------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                   $ 512            $ 541
                                                                             ================    =============
</TABLE>

                         See accountants reveiw report.

<PAGE>
<TABLE>
<CAPTION>

                        HOUSTON OPERATING COMPANY, INC.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)



                                                          Three Months Ended
                                                               June 30,
                                                       2002                2001
                                                       ----                ----
<S>                                                    <C>                 <C>


REVENUES:                                                    $ -                  $ -


OPERATING EXPENSES:
  Sales and marketing                                          -                    -
  General and administrative                                   -                    -
                                                       ---------           ----------
Total Operating Expenses                                       -                    -
                                                       ---------           ----------
Net Loss from Operations                                       -                   -
                                                       ---------           ----------
Other Income and expenses:
  Interest income                                              -                    -
  Interest expense                                             -                    -
  Other                                                        -                    -
                                                       ---------           ----------
                                                               -                    -
                                                       ---------           ----------
Net Loss                                                   $   -                 $ -
                                                       =========           ==========
Weighted average number of
  shares outstanding                                   7,795,171            2,795,171
                                                       =========           ==========
Basic and diluted net loss per share                         $ -                  $ -
                                                       =========           ==========
</TABLE>

                         See accountants review report.


<PAGE>
<TABLE>
<CAPTION>

                        HOUSTON OPERATING COMPANY, INC.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)



                                                          Six Months Ended
                                                               June 30,
                                                       2002                2001
                                                       ----                ----
<S>                                                    <C>                 <C>


REVENUES:                                                    $ -                  $ -


OPERATING EXPENSES:
  Sales and marketing                                          -                    -
  General and administrative                                  29                    -
                                                       ---------           ----------
Total Operating Expenses                                      29                    -
                                                       ---------           ----------
Net Loss from Operations                                     (29)                   -
                                                       ---------           ----------
Other Income and expenses:
  Interest income                                              -                    -
  Interest expense                                             -                    -
  Other                                                        -                    -
                                                       ---------           ----------
                                                               -                    -
                                                       ---------           ----------
Net Loss                                                   $ (29)                 $ -
                                                       =========           ==========
Weighted average number of
  shares outstanding                                   7,795,171            2,795,171
                                                       =========           ==========
Basic and diluted net loss per share                         $ -                  $ -
                                                       =========           ==========
</TABLE>

                         See accountants review report.

<PAGE>
<TABLE>
<CAPTION>
                        HOUSTON OPERATING COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                                   Six Months Ended
                                                                        June 30,
                                                                  2002             2001
                                                                  ----             ----
<S>                                                               <C>              <C>

Cash Flows From Operating Activities:
  Net (Loss)                                                         $ (29)             $ -
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Stock issued for services                                             -                -
   Changes in assets and liabilities:
    Increase in  Advances from Stockholders                              -                -
                                                                  ---------        ---------
                                                                         -                -
                                                                  ---------        ---------
Net Cash Used in Operating Activities                                  (29)               -
                                                                  ---------        ---------
Cash Flow From Financing Activities:
  Issuance of Common Stock                                               -                -
                                                                  ---------        ---------
  Net Cash Provided By Financing Activites                               -                -
                                                                  ---------        ---------
Increase (Decrease) in Cash                                            (29)               -

Cash and Cash Equivalents - Beginning of period                        541                -
                                                                  ---------        ---------
Cash and Cash Equivalents - End of period                            $ 512              $ -
                                                                  =========        =========


Supplemental Cash Flow Information:
  Interest paid                                                        $ -              $ -
                                                                  =========        =========
  Taxes paid                                                           $ -              $ -
                                                                  =========        =========

</TABLE>


                         See accountants reveiw report.



<PAGE>
<TABLE>
<CAPTION>
                        HOUSTON OPERATING COMOPANY, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unaudited)



                                                                                            Additional
                                                                Common Stock                Paid-In         Accumulated
                                                          Shares           Amount           Capital          Deficit          Totals
                                                          ------           ------           -------          -------          ------
<S>                                                       <C>                 <C>             <C>             <C>          <C>
Balance -  December 31, 1997                               2,795,171          $ 2,795         $ 28,820        $ (38,874)   $ (7,259)

Net loss for period                                                -                -                -           (1,725)     (1,725)
                                                          ----------          -------         --------        ----------   ---------
Balance - December 31, 1998                                2,795,171            2,795           28,820          (40,599)     (8,984)
                                                          ----------          -------         --------        ----------   ---------
Conversion of loan payable to additional paid-in
 capital                                                           -                -            9,530                -       9,530
Net loss for year                                                  -                -                -           (1,000)     (1,000)
                                                          ----------          -------         --------        ----------   ---------
Balance - December 31, 1999                                2,795,171            2,795           38,350          (41,599)       (454)
                                                          ----------          -------         --------        ----------   ---------
Stock issuance for cash                                    1,000,000            1,000                -                -       1,000
Stock issuance for services                                4,000,000            4,000                -                -       4,000
Net loss for year                                                  -                -                -           (7,254)     (7,254)
                                                          ----------          -------         --------        ----------   ---------
Balance - December 31, 2000                                7,795,171            7,795           38,350          (48,853)     (2,708)
                                                          ----------          -------         --------        ----------   ---------
Net loss for period                                                -                -                -              (29)        (29)
                                                          ----------          -------         --------        ----------   ---------
Balance - June 30, 2002                                    7,795,171          $ 7,795         $ 38,350        $ (48,882)   $ (2,737)
                                                          ----------          -------         --------        ----------   ---------

</TABLE>

                         See accountants reveiw report.

<PAGE>

                         HOUSTON OPERATING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS

Note 1.  Presentation of Interim Information

In the  opinion  of the  management  of Houston  Operating  Company,  Inc.,  the
accompanying  unaudited  financial  statements  include  all normal  adjustments
considered  necessary to present  fairly the  financial  position as of June 30,
2002,  and the results of operations  for the six months ended June 30, 2002 and
cash flows for the six  months  ended June 30,  2002.  Interim  results  are not
necessarily indicative of results for a full year.

The financial  statements and notes are presented as permitted by Form 10-Q, and
do not contain  certain  information  which  would be included in the  Company's
audited financial statements and notes .


<PAGE>
MANAGEMENT  DISCUSSION & ANALYSIS RESULT OF OPERATION FOR THE QUARTER ENDED JUNE
30, 2002 COMPARED TO QUARTER ENDED JUNE 30, 2001.

The Company had no revenues or  operations  for the period in 2002 or 2001.  The
Company  incurred  no  expenses  in the  quarter in 2002 and no  expenses in the
quarter in 2001.  The net profit/loss for the quarter was $0 in 2002 and $0 in
2001. Loss per share was none in 2002 and none in 2001 for the quarter.

RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SAME PERIOD
IN 2001.

The Company had no revenues or  operations  for the six month  period in 2002 or
2001. The Company incurred $29 in  miscellaneous  expenses in the period in 2002
and no expenses in the period in 2001. The net loss for the six month period was
($29) in 2002 and $0 in 2001.  Loss per  share was none in 2002 and 2001 for the
period.

LIQUIDITY AND CAPITAL RESOURCES

The Company does not have capital  sufficient to meet the Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities and Exchange Act of 1934. The Company will have to seek loans or
equity  placements to cover such cash needs.  In the event the Company isable to
complete a business combination during this period, lack of its existing capital
may be a  sufficient  impediment  to prevent it from  accomplishing  the goal of
completing a business combination.  There is no assurance, however, that without
funds it will ultimately  allow  registrant to complete a business  combination.
Once a business  combination  is completed,  the Company's  needs for additional
financing are likely to increase substantially.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.           OTHER INFORMATION

                  None

<PAGE>




           Appointment of New Directors and Resignation of Directors

                None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                        Reports on Form 8-K were  made for the  period for which
                  this  report is filed.


                        Exhibit 99.14


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date: August 26, 2002


                                              HOUSTON OPERATING COMPANY


                                              /s/ J.R. Nelson
                                              -----------------------------
                                              J.R. NELSON, President