<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
-----------------                                 ----------------------
September 30, 2003                                            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 November 14, 2003









<PAGE>

                             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




<PAGE>
<TABLE>

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

                                                       September 30,    December 31,
                                                            2003           2002
                                                       -------------   -------------
<S>                                                    <C>             <C>
ASSETS:
CURRENT ASSETS:
  Cash                                                 $        149    $        313
  Prepaid expenses                                            4,024
                                                       -------------   -------------
     Total Current Assets                                     4,173             313
                                                       -------------   -------------

TOTAL ASSETS                                           $      4,173             313
                                                       =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
  Accounts payable and accrued expenses                $        245    $     13,402
  Amounts due to directors                                    2,600              --
  Advances from shareholders'                                19,365           5,896
                                                       -------------   -------------
    Total Current Liabilities                                22,210          19,298
                                                       -------------   -------------


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                                          (64,182)        (65,130)
                                                       -------------   -------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                        (18,037)        (18,985)
                                                       -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $      4,173    $        313
                                                       =============   =============


                          See accountant's review report.

                                         3
</TABLE>



<PAGE>
<TABLE>

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


<CAPTION>
                                            Three Months Ended            Nine Months Ended
                                               September 30,                September 30,
                                       ---------------------------   ---------------------------
                                           2003           2002           2003           2002
                                       ------------   ------------   ------------   ------------
<S>                                    <C>            <C>            <C>            <C>

REVENUES:                              $        --    $        --    $        --    $        --


OPERATING EXPENSES:
  Sales and marketing                           --             --             --             --
  General and administrative                 5,224             --         18,350             --
                                       ------------   ------------   ------------   ------------
Total Operating Expenses                     5,224             --         18,350             --
                                       ------------   ------------   ------------   ------------

Net Loss from Operations                    (5,224)            --        (18,350)            --
                                       ------------   ------------   ------------   ------------

Other Income and expenses:
  Interest income                               --             --             --             --
  Interest expense                              --             --             --             --
  Other                                          0             --         19,298             --
                                       ------------   ------------   ------------   ------------
                                                 0             --         19,298             --
                                       ------------   ------------   ------------   ------------

NET PROFIT/(LOSS)                      $    (5,224)   $        --    $       948    $        --
                                       ============   ============   ============   ============

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   $        --    $        --    $        --    $        --
                                       ============   ============   ============   ============


                                 See accountant's review report.

                                                4
</TABLE>

<PAGE>
<TABLE>

                                        HOUSTON OPERATING COMPANY, INC.
                                 STATEMENTS OF CHANGES IN 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 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 year                                         --          --          --      (9,226)      (9,226)
                                                   ----------  ----------  ----------  ----------   ----------
Balance - December 31, 2002                        7,795,171       7,795      38,350     (65,130)     (18,985)
                                                   ----------  ----------  ----------  ----------   ----------

Net profit for period                                      --          --          --         948          948
                                                   ----------  ----------  ----------  ----------   ----------
Balance - September 30, 2003                        7,795,171   $   7,795   $  38,350   $ (64,182)   $ (18,037)
                                                   ----------  ----------  ----------  ----------   ----------


                                        See accountant's review report.

                                                       5
</TABLE>

<PAGE>

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


                                                             Nine Months Ended
                                                                September 30,
                                                          ----------------------
                                                            2003         2002
                                                          ---------    ---------

Cash Flows From Operating Activities:
  Net (Loss)/Profit                                       $    948     $     --
                                                          ---------    ---------
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Forgiveness of debt                                     (19,298)          --
   Changes in assets and liabilities:
     Increase in prepaid expenses                           (4,024)          --
     Increase in accounts payable                            2,845           --
                                                          ---------    ---------
                                                           (20,477)          --
                                                          ---------    ---------

Net Cash Used in Operating Activities                      (19,529)          --
                                                          ---------    ---------

Cash Flow From Financing Activities:
  Advances from shareholders                                19,365           --
  Issuance of common stock                                      --           --
                                                          ---------    ---------
  Net Cash Provided By Financing Activities                 19,365           --
                                                          ---------    ---------

Increase (Decrease) in Cash                                   (164)          --

Cash and Cash Equivalents - Beginning of period                313          429
                                                          ---------    ---------

Cash and Cash Equivalents - End of period                 $    149     $    429
                                                          =========    =========



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


                         See accountant's review report.

                                        6

<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 September
30, 2003, and the results of operations for the nine months ended September 30,
2003 and cash flows for the nine months ended September 30, 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 which would be included in the Company's
audited financial statements and notes.




                                       7


<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 SEPTEMBER 30, 2003 COMPARED TO
QUARTER ENDED SEPTEMBER 30, 2002.

The Company had no revenues or operations for the nine month period in 2003 or
2002. The Company incurred $18,350 in miscellaneous expenses in the period in
2003 and no expenses in the period in 2002. The net profit for the nine month
period was $948 in 2003 and $0 in 2002. Loss per share was nominal in 2003 and
none in 2002 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, 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 September 30, 2003.

                                       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: November 19, 2003

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

                                       11