<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

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

For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
March 31, 2004                                            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.)

       610 Newport Center Drive, Suite 1400, Newport Beach, CA 92660
       --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (949) 760-6832

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.

                7,795,172 common shares as of March 31, 2004











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                             TABLE OF CONTENTS                 PAGE

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

(a)      Balance Sheets                                          3
(b)      Statements of Operations                                4
(c)      Statements of Shareholders' Equity                      5
(d)      Statement of Cash Flows                                 6
(e)      Notes to Financial Statements                           7

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations        8

Item 3. Controls and Procedures                                  9

PART II. OTHER INFORMATION                                       10
Item 1.  Legal Proceedings

Item 2.  Changes in Securities and Use of Proceeds

Item 3.  Defaults On Senior Securities

Item 4.  Submission of Items to a Vote

Item 5.  Other Information

Item 6.

(a) Exhibits (b) Reports on Form 8K

SIGNATURES                                                       11

                                        2






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                         HOUSTON OPERATING COMPANY, INC.

                              Financial Statements
                    For the Three Months Ended March 31, 2004

                                   (Unaudited)






<PAGE>

          REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors
Houston Operating Company, Inc.


We have reviewed the accompanying balance sheet of Houston Operating Company,
Inc. as of March 31, 2004 and the related statements of operations and cash
flows for the three months ended March 31, 2004 and 2003, included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
March 31, 2004. These financial statements are the responsibility of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2003, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated March 18, 2004,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2004 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.


/s/ Michael Johnson & Co., LLC.

Michael Johnson & Co., LLC.
Denver, Colorado
May 14, 2004

                                      F-1




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<TABLE>
                             HOUSTON OPERATING COMPANY, INC.
                                      BALANCE SHEETS
                                       (Unaudited)
<CAPTION>

                                                            March 31,        December 31,
                                                              2004               2003
                                                         --------------     --------------
<S>                                                      <C>                <C>
ASSETS:
CURRENT ASSETS:
  Cash                                                   $         149      $         149
  Prepaid expenses                                               2,759              3,899
                                                         --------------     --------------
     Total Current Assets                                        2,908              4,048
                                                         --------------     --------------

TOTAL ASSETS                                             $       2,908              4,048
                                                         ==============     ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable and accrued expenses                  $      10,887      $       9,733
  Advances from shareholders'                                   28,577             19,613
                                                         --------------     --------------
    Total Current Liabilities                                   39,464             29,346
                                                         --------------     --------------


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                                             (82,701)           (71,443)
                                                         --------------     --------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                           (36,556)           (25,298)
                                                         --------------     --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)     $       2,908      $       4,048
                                                         ==============     ==============

                  See accompanying notes and accountant's review report.

                                           F-2
</TABLE>




<PAGE>

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


                                                       Three months ended
                                                            March 31,
                                                 -------------------------------
                                                     2004               2003
                                                 ------------       ------------


REVENUES:                                        $        --        $        --


OPERATING EXPENSES:
  Sales and marketing                                     --                 --
  General and administrative                          10,686                 --
                                                 ------------       ------------
Total Operating Expenses                              10,686                 --
                                                 ------------       ------------

Net Loss from Operations                             (10,686)                --
                                                 ------------       ------------

Other Income and expenses:
  Interest income                                         --                 --
  Interest expense                                      (572)                --
  Other                                                   --                 --
                                                 ------------       ------------
                                                        (572)                --
                                                 ------------       ------------

NET LOSS                                         $   (11,258)       $        --
                                                 ============       ============

Weighted average number of
  shares outstanding                               7,795,171          7,795,171
                                                 ============       ============

Basic and diluted net loss per share             $        --                  *
                                                 ============       ============

* - less than $.001 loss per share

             See accompanying notes and accountant's review report.

                                      F-3




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<TABLE>
                                        HOUSTON OPERATING COMPANY, INC.
                                      STATEMENTS OF STOCKHOLDERS' EQUITY
                                                  (Unaudited)
<CAPTION>

                                          Common Stock             Additional
                                  ----------------------------      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 issued 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 year                          --              --              --          (7,051)          (7,051)
                                  ------------    ------------    ------------    ------------     ------------
Balance - December 31, 2001         7,795,171           7,795          38,350         (55,904)          (9,759)
                                  ------------    ------------    ------------    ------------     ------------

Net loss for year                          --              --              --          (9,226)          (9,226)
                                  ------------    ------------    ------------    ------------     ------------
Balance - December 31, 2002         7,795,171           7,795          38,350         (65,130)         (18,985)
                                  ------------    ------------    ------------    ------------     ------------

Net loss for year                          --              --              --          (6,313)          (6,313)
                                  ------------    ------------    ------------    ------------     ------------
Balance - December 31, 2003         7,795,171           7,795          38,350         (71,443)         (25,298)
                                  ------------    ------------    ------------    ------------     ------------

Net loss for period                        --              --              --         (11,471)         (11,471)
                                  ------------    ------------    ------------    ------------     ------------
Balance - March 31, 2004            7,795,171     $     7,795     $    38,350     $   (82,914)     $   (36,769)
                                  ------------    ------------    ------------    ------------     ------------

                            See accompanying notes and accountant's review report.

                                                      F-4
</TABLE>




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                        HOUSTON OPERATING COMPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                        Three months ended
                                                             March 31,
                                                   -----------------------------
                                                        2004            2003
                                                   -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss)                                       $    (11,258)   $         --
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Changes in assets and liabilities:
     Decrease in prepaid expenses                         1,140              --
     Increase in accounts payables                        1,154              --
                                                   -------------   -------------
                                                          2,294              --
                                                   -------------   -------------
Net Cash Used in Operating Activities                    (8,964)             --
                                                   -------------   -------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from notes payable                               --              --
   Sale of stock                                             --              --
   Advances from shareholders                             8,964              --
                                                   -------------   -------------
Net Cash Provided By Financing Activities                 8,964              --
                                                   -------------   -------------

Increase (Decrease) in Cash                                  --              --

Cash and Cash Equivalents - Beginning of period             149             429
                                                   -------------   -------------

CASH AND CASH EQUIVALENTS - END OF PERIOD          $        149    $        429
                                                   =============   =============


Supplemental Cash Flow Information:
 Cash paid during period for:
  Interest paid                                    $         --    $         --
                                                   =============   =============
  Taxes paid                                       $         --    $         --
                                                   =============   =============

             See accompanying notes and accountant's review report.

                                      F-5




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                         HOUSTON OPERATING COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS


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 March 31, 2004, and the results of operations and cash
         flows for the three months ended March 31, 2004 and 2003. Interim
         results are not necessarily indicative of results for a full year.

         The financial statements and notes are presented as permitted by Form
         10-QSB, and do not contain certain information included in the
         Company's audited financial statements and notes for the fiscal year
         ended December 31, 2003.


2.       CHANGE IN CONTROL OF REGISTRANT

         As of April 28, 2003, J.R. Nelson, a majority shareholder, officer and
         director of Houston Operating Company, Inc. a Delaware corporation (the
         "Registrant") sold 7,030,000 shares of common stock of the Registrant
         to Speed Action Limited, a British Virgin Islands corporation pursuant
         to the Share Purchase Agreement, dated as of April 25, 2003, by and
         among J.R. Nelson, the Registrant and Speed Action Limited (the
         "Closing"). There are 7,795,172 share of the Registrant common stock
         issued and outstanding as of the date hereof. As a result of the stock
         sale, Speed Action Limited became the majority shareholder of the
         Registrant holding approximately 90% of the Registrant's common stock.

         Upon closing J.R. Nelson resigned as President of the Registrant and
         Chin Sin Low has been appointed as a director and President and Chief
         Financial Officer of the Registrant.

                                      F-6




<PAGE>

Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS PRELIMINARY
        NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this Plan of Operation of this Quarterly Report on Form
10-QSB include "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 as amended (the "Securities Act") and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which could cause the actual results of the Company (sometimes
referred to as "we", "us" or the "Company"), performance (financial or
operating) or achievements expressed or implied by such forward-looking
statements not to occur or be realized. Such forward-looking statements
generally are based upon the Company's best estimates of future results, general
merger and acquisition activity in the marketplace, performance or achievement,
based upon current conditions and the most recent results of operations.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the Company's
Form 10SB for a description of certain of the known risks and uncertainties of
the Company.)

RESULTS OF OPERATION FOR THE QUARTER ENDED MARCH
31, 2004 COMPARED TO QUARTER ENDED MARCH 31, 2003.

The Company had no revenues or operations for the three month period in 2004 or
2003. The Company incurred $10,686 in miscellaneous expenses in the period in
2004 and no expenses in the period in 2003. The net loss for the three month
period was ($11,258) in 2004 and $0 in 2003. Loss per share was nominal in 2004
and none in 2003 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 is able 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.

                                       8






<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

The Company has disclosure controls and procedures (as defined in Rules 13a-14
and 15d-14 under the Securities Exchange Act of 1934, as amended) to ensure that
material information contained in its filings with the Securities and Exchange
Commission is recorded, processed, summarized and reported on a timely and
accurate basis. Based on such evaluation as of March 31, 2004, the Company's
principal executive officer and principal financial officer have concluded that
the Company's disclosure controls and procedures are effective at ensuring that
material information is recorded, processed, summarized and reported on a timely
and accurate basis in the Company's filings with the Securities and Exchange
Commission. Since such evaluation there have not been any significant changes in
the Company's internal controls, or in other factors that could significantly
affect these controls

                                       9



<PAGE>

                           PART II - OTHER INFORMATION

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS- NONE

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS-NONE

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- NONE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS- NONE

ITEM 5 - OTHER INFORMATION- NONE

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits      Exhibit No.       Description
    --------     -----------        -----------

    Exhibit 31             CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
                           FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT

    Exhibit 32             CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
                           FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT

(b)      No Reports were filed during the quarter ended March 31, 2004.

                                       10






<PAGE>

                                   SIGNATURES

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

                                     HOUSTON OPERATING COMPANY
                                     Date: May 24, 2004

                                     By /s/ Low Chin Sin
                                     --------------------------------------
                                     President and Chief Financial Officer
                                     (PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER)

                                       11