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
- -----------------                                 ----------------------
September 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 September 30, 2002
<PAGE>
                         HOUSTON OPERATING COMPANY, INC.

                              Financial Statements
               For the Three Month Period Ended September 30, 2002


<PAGE>





                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s

  REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


To the Board of Directors
Houston Operating Company, Inc.
Littleton, Colorado

We have reviewed the accompanying balance sheet of Houston Operating Company,
Inc. as of September 30, 2002 and the related statements of operations for the
three month and nine months period ended September 30, 2002 and 2001, and the
cash flows for the nine months ended September 30, 2002 and 2001 included in the
accompanying Securities and Exchange Commission Form 10-QSB for the period ended
September 30, 2002. These financial statements are the responsibility of the
Company's management.

We conducted our reviews 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 reviews, 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, the balance sheet as of December 31, 2001, and the related statements
of operations, stockholders' equity and cash flows for the year then ended (not
presented herein). In our report dated January 22, 2002, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of September 30, 2002
is fairly stated in all material respects in relation to the balance sheet from
which it has been derived.



Michael Johnson & Co., LLC.
Denver, Colorado
November 12, 2002

/s/Michael Johnson & Co., LLC.








<PAGE>
<TABLE>
<CAPTION>

                        HOUSTON OPERATING COMPANY, INC.
                                 BALANCE SHEETS
                                  (Unaudited)
<S>                                                                            <C>                <C>


                                                                                 September 30,    December 31,
                                                                                    2002              2001
                                                                               ---------------    -------------
ASSETS:
Current Assets:
  Cash                                                                                  $ 429            $ 429
                                                                               ---------------    -------------
     Total Current Assets                                                                 429              429
                                                                               ---------------    -------------

TOTAL ASSETS                                                                              429              429
                                                                               ===============    =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
  Accounts payable and accrued expenses                                               $ 6,292          $ 6,292
  Advances from shareholders'                                                           3,896            3,896
                                                                               ---------------    -------------
    Total Current Liabilities                                                          10,188           10,188
                                                                               ---------------    -------------


Stockholders' 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                                                                    (55,904)         (55,904)
                                                                               ---------------    -------------

Total Stockholders' Deficit                                                            (9,759)          (9,759)
                                                                               ---------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                             $ 429            $ 429
                                                                               ===============    =============
</TABLE>
See accountant's review report.


<PAGE>
<TABLE>
<CAPTION>

HUSTON OPERATING COMPANY, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
<S>                                                     <C>                   <C>               <C>                 <C>
                                                             Three Months Ended                      Nine Months Ended
                                                                 September 30,                            September 30,
                                                            2002                 2001               2002                2001


REVENUES:                                                     $ -                   $ -               $ -                 $ -


OPERATING EXPENSES:
  Sales and marketing                                           -                     -                 -                   -
  General and administrative                                    -                    30                 -                  29
                                                        ---------             ---------          --------           ---------
Total Operating Expenses                                        -                    30                 -                  29
                                                        ---------             ---------          --------           ---------
Net Loss from Operations                                        -                   (30)                -                 (29)

Other Income and expenses:
  Interest income                                               -                     -                 -                   -
  Interest expense                                              -                     -                 -                   -
  Other                                                         -                     -                 -                   -
                                                        ---------             ---------          --------           ---------
                                                                -                     -                 -                   -
                                                        ---------             ---------          --------           ---------
Net Loss                                                      $ -                 $ (30)              $ -               $ (29)
                                                        =========             =========          ========           =========
Weighted average number of
  shares outstanding                                    7,795,171             7,795,171         7,795,171           7,795,171
                                                        =========             =========          ========           =========
Basic and diluted net loss per share                          $ -                   $ -               $ -                 $ -
                                                        =========             =========          ========           =========
</TABLE>
See accountant's review report.


<PAGE>
<TABLE>
<CAPTION>


                        HOUSTON OPERATIONG COMPANY, INC.
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Unaudited)

<S>                                                         <C>                <C>              <C>             <C>        <C>



                                                                                            Additional
                                                                 Common Stock                Paid-In         Accumulated
                                                           Shares           Amount           Capital          Deficit        Totals
                                                           ------           ------           -------          -------        ------

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 year                                                   -                -                 -           (7,051)   (7,051)
                                                            ---------          -------          --------        ---------  ---------
Balance - December 31, 2001                                 7,795,171          $ 7,795          $ 38,350        $ (55,904) $ (9,759)
                                                            ---------          -------          --------        ---------  ---------
Net loss for period                                                 -                -                 -                -          -
                                                            ---------          -------          --------        ---------  ---------
Balance - September 30, 2002                                7,795,171          $ 7,795          $ 38,350        $ (55,904) $ (9,759)
                                                            ---------          -------          --------        ---------  ---------
</TABLE>

See accountant's review report.

<PAGE>
<TABLE>
<CAPTION>


                        HOUSTON OPERATING COMOPANY, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<S>                                                                   <C>            <C>


                                                                         Nine Months Ended
                                                                           September 30,
                                                                       2002             2001
                                                                       ----             ----

Cash Flows From Operating Activities:
  Net (Loss)                                                            $ -            $ (30)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Stock issued for services                                              -                -
   Changes in assets and liabilities:
    Increase in accounts payable                                          -                -
                                                                        --------     -------
                                                                          -                -
                                                                        --------     -------
Net Cash Used in Operating Activities                                     -              (30)
                                                                        --------     -------
Cash Flow From Financing Activities:
  Advances from Stockholders                                              -                -
  Issuance of Common Stock                                                -                -
                                                                        --------     -------
  Net Cash Provided By Financing Activities                               -                -
                                                                        --------     -------
Increase (Decrease) in Cash                                               -              (30)

Cash and Cash Equivalents - Beginning of period                         429              541
                                                                        --------     -------
Cash and Cash Equivalents - End of period                             $ 429            $ 511
                                                                        ========     =======


Supplemental Cash Flow Information:
  Interest paid                                                         $ -              $ -
                                                                        ========     ========
  Taxes paid                                                            $ -              $ -
                                                                        ========     ========
</TABLE>

See accountant's review report.


<PAGE>
                         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
     September 30, 2002, and the results of operations for the three month and
     nine months ended September 30, 2002 and 2001, and cash flows for the nine
     months ended September 30, 2002 and 2001. 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, 2001.



<PAGE>


MANAGEMENT  DISCUSSION  & ANALYSIS  RESULT OF  OPERATION  FOR THE QUARTER  ENDED
SEPTEMBER 30, 2002 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2001.

The Company had no revenues or  operations  for the period in 2002 or 2001.  The
Company  incurred  no in expenses in the quarter in 2002 and $30 expenses in the
quarter in 2001. The net profit/loss for the quarter was none in 2002 and $30 in
2001. Loss per share was none in 2002 and nominal in 2001 for the quarter.

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

The Company had no revenues or  operations  for the nine month period in 2002 or
2001.  The  Company  incurred  no  expenses  in the  period  in 2002 and $29 in
expenses in the period in 2001.  The net loss for the nine month period was none
in 2002 and $29 in 2001. Loss per share was none in 2002 and nominal in 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: November 19, 2002


                                              HOUSTON OPERATING COMPANY


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