<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000.

                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
        FOR THE TRANSITION FROM _______ TO ________.


                        COMMISSION FILE NUMBER 000-31039


                             HUILE' OIL & GAS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Nevada                                        88-0438869
    -------------------------------                      ----------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)



      1105 Terminal Way, Suite 202
             Century Park
             Reno, Nevada                                         89502
-----------------------------------------                       ---------
(Address of principal executive offices)                        (Zip Code)

                                       N/A
                 ----------------------------------------------
                 (Former name, former address and former fiscal
                      year, if changed since last report.)

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 such filing
requirements for the past 90 days.  Yes [X]   No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

        At September 30, 2000, there were outstanding 2,100,000 shares of the
        Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format:  Yes [ ]   No [X]
<PAGE>   2

                                     PART I

                              FINANCIAL INFORMATION

Item I. Financial Statements


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                        <C>
ACCOUNTANT'S LETTER                                                            3
--------------------------------------------------------------------------------

BALANCE SHEET - ASSETS                                                         4
--------------------------------------------------------------------------------

BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY                           5
--------------------------------------------------------------------------------

STATEMENT OF OPERATIONS                                                      6-7
--------------------------------------------------------------------------------

STATEMENT OF STOCKHOLDERS' EQUITY                                              8
--------------------------------------------------------------------------------

STATEMENT OF CASH FLOWS                                                     9-10
--------------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS                                              11-15
--------------------------------------------------------------------------------
</TABLE>



                                       2
<PAGE>   3

                      [BARRY L. FRIEDMAN, P.C. LETTERHEAD]


                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                               October 2, 2000
HUILE' OIL & GAS, INC.
Las Vegas, Nevada

        I have audited the accompanying Balance Sheets of HUILE' OIL & GAS, INC.
(A Development Stage Company), as of September 30, 2000, and December 31, 1999,
and the related statements of stockholders' equity for September 30, 2000, and
December 31, 1999, and statements of operations and cash flows for the three
months ended September 30, 2000, and September 30, 1999, for the nine months
ended September 30, 2000, and September 30, 1999, and the two years ended
December 31, 1999, and December 31, 1998, and the period October 24, 1997,
(inception), to September 30, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

        I conducted my audit in accordance with generally accepted auditing
standards. 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.
I believe that my audit provides a reasonable basis for my opinion.

        In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of HUILE' OIL & GAS,
INC. (A Development Stage Company), as of September 30, 2000, and December 31,
1999, and the related statements of stockholders' equity for September 30, 2000,
and December 31, 1999, and statements of operations and cash flows for the three
months ended September 30, 2000, and September 30, 1999, for the nine months
ended September 30, 2000, and September 30, 1999, and the two years ended
December 31, 1999, and December 31, 1998, and the period October 24, 1997,
(inception), to September 30, 2000, in conformity with generally accepted
accounting principles.

        The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/  BARRY L. FRIEDMAN
---------------------------
Barry L. Friedman
Certified Public Accountant



                                       3
<PAGE>   4

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                     ASSETS

<TABLE>
<CAPTION>
                                                   9 Mos. Ended      Year Ended
                                                   Sep. 30,2000     Dec.31, 1999
                                                   ------------     ------------
<S>                                                <C>              <C>
CURRENT ASSETS                                     $          0     $          0
                                                   ------------     ------------
     TOTAL CURRENT ASSETS                          $          0     $          0
                                                   ------------     ------------
OTHER ASSETS                                       $          0     $          0
                                                   ------------     ------------
     TOTAL OTHER ASSETS                            $          0     $          0
                                                   ------------     ------------
     TOTAL ASSETS                                  $          0     $          0
                                                   ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       4
<PAGE>   5

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                  9 Mos. Ended      Year Ended
                                                  Sep. 30,2000     Dec.31, 1999
                                                  ------------     ------------
<S>                                               <C>              <C>
CURRENT LIABILITIES
Officers Advances (Note #8)                       $     22,210     $          0
                                                  ------------     ------------
   TOTAL CURRENT LIABILITIES                      $     22,210     $          0
                                                  ------------     ------------
STOCKHOLDERS EQUITY (Note #4)

Common stock, no par value
authorized 25,000 shares
issued and outstanding at
December 31, 1999 - 21,000 shares                                  $      2,100

Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
September 30, 2000 - 2,100,000 shares             $      2,100

Additional paid in Capital                                   0                0

Accumulated deficit during
the development stage                                  -24,310           -2,100
                                                  ------------     ------------

   TOTAL STOCKHOLDERS' EQUITY
                                                  $    -22,210     $          0
                                                  ------------     ------------
   TOTAL LIABILITIES AND
   STOCKHOLDERS EQUITY                            $          0     $          0
                                                  ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       5
<PAGE>   6

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                 3 Mos. Ended     3 Mos. Ended      9 Mos. Ended     9 Mos. Ended
                                                   Sep. 30,         Sep. 30,          Sep. 30,         Sep. 30,
                                                     2000             1999              2000             1999
                                                 ------------     ------------      ------------     ------------
<S>                                              <C>              <C>               <C>              <C>
REVENUE                                          $          0     $          0      $          0     $          0
                                                 ------------     ------------      ------------     ------------
EXPENSES
    General, Selling
    and Administrative                           $     21,875     $          0      $     22,210     $          0
                                                 ------------     ------------      ------------     ------------
    Total Expenses                               $     21,875     $          0      $     22,210     $          0
                                                 ------------     ------------      ------------     ------------
Net Profit/Loss (-)                              $    -21,875     $          0      $     22,210     $          0
                                                 ------------     ------------      ------------     ------------
Net Loss per share -
 Basic and diluted
 (Note #2)                                       $     -.0104     $        NIL      $     -.0106     $        NIL
                                                 ------------     ------------      ------------     ------------
Weighted average
number of common
shares outstanding                                  2,100,000        2,100,000         2,100,000        2,100,000
                                                 ------------     ------------      ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       6
<PAGE>   7

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                       STATEMENT OF OPERATIONS (Continued)

<TABLE>
<CAPTION>
                                                                                                     Oct.24, 1997
                                                                   Year Ended        Year Ended      (Inception)
                                                                  December 31,      December 31,      to Sep. 30,
                                                                      1999              1998             2000
                                                                  ------------      ------------     ------------
<S>                                                               <C>               <C>              <C>
REVENUE
                                                                  $          0      $          0     $          0
                                                                  ------------      ------------     ------------
EXPENSES
    General, Selling
    and Administrative                                            $          0      $          0     $     24,310
                                                                  ------------      ------------     ------------
    Total Expenses                                                $          0      $          0     $     24,310
                                                                  ------------      ------------     ------------
Net Profit/Loss (-)                                               $          0      $          0     $     24,310
                                                                  ------------      ------------     ------------
Net Loss per share -
 Basic and diluted
 (Note #2)                                                        $        NIL      $        NIL     $     -.0116
                                                                  ------------      ------------     ------------
Weighted average
number of common
shares outstanding                                                   2,100,000         2,100,000        2,100,000
                                                                  ------------      ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       7
<PAGE>   8

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          Additional      Accumu-
                                                                 Common        Stock        paid-in        lated
                                                                 Shares        Amount       Capital       Deficit
                                                               ----------     --------    ----------      --------
<S>                                                             <C>           <C>         <C>             <C>
Balance,
December 31, 1998                                                  21,000     $  2,100    $        0      $ -2,100

Net loss year ended
December 31, 1999                                                                                                0
                                                               ----------     --------    ----------      --------
Balance,
December 31, 1999                                                  21,000     $  2,100    $        0      $ -2,100

April 24, 2000
Changed from no par
value to $0.001                                                                 -2,079        +2,079

April 24, 2000
Forward stock split
100:1                                                           2,079,000       +2,079        -2,079

Net Loss
January 1, 2000, to
September 30, 2000                                                                                         -22,210
                                                               ----------     --------    ----------      --------
Balance,
September 30, 2000                                              2,100,000     $  2,100    $        0      $-24,310
                                                               ----------     --------    ----------      --------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       8
<PAGE>   9

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                 3 Mos. Ended     3 Mos. Ended      9 Mos. Ended     9 Mos. Ended
                                                   Sep. 30,         Sep. 30,          Sep. 30,         Sep. 30,
                                                     2000             1999              2000             1999
                                                 ------------     ------------      ------------     ------------
<S>                                              <C>              <C>               <C>              <C>
Cash Flow from
Operating Activities
Net Loss                                         $    -21,875     $          0      $    -22,210     $          0

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                                     +21,875                0           +22,210                0
                                                 ------------     ------------      ------------     ------------
Net cash used in
operating Activities                             $          0     $          0      $          0     $          0

Cash Flows from
Investing Activities                                        0                0                 0                0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                                       0                0                 0                0
                                                 ------------     ------------      ------------     ------------
Net increase/decrease
in cash                                          $          0     $          0      $          0     $          0

Cash,
beginning of period                                         0                0                 0                0
                                                 ------------     ------------      ------------     ------------
Cash,
end of period                                    $          0     $          0      $          0     $          0
                                                 ------------     ------------      ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       9
<PAGE>   10

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                       STATEMENT OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                     Oct.24, 1997
                                                                   Year Ended        Year Ended      (Inception)
                                                                  December 31,      December 31,      to Sep. 30,
                                                                      1999              1998             2000
                                                                  ------------      ------------     ------------
<S>                                                               <C>               <C>              <C>
Cash Flow from
Operating Activities
Net Loss                                                          $          0      $          0     $    -24,310

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Changes in Assets
and Liabilities

Increase in current
Liabilities

Officers Advances                                                            0                 0          +22,210
                                                                  ------------      ------------     ------------
Net cash used in
operating Activities                                              $          0      $          0     $     -2,100

Cash Flows from
Investing Activities                                                         0                 0                0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                                                        0                 0           +2,100
                                                                  ------------      ------------     ------------
Net increase/decrease
in cash                                                           $          0      $          0     $          0

Cash,
beginning of period                                                          0                 0                0
                                                                  ------------      ------------     ------------
Cash,
end of period                                                     $          0      $          0     $          0
                                                                  ------------      ------------     ------------
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                       10
<PAGE>   11

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                    September 30, 2000, and December 31, 1999


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

        The Company was organized October 24, 1997, under the laws of the State
        of Nevada as HUILE' OIL & GAS, INC. The Company currently has no
        operations and in accordance with SFAS #7, is considered a development
        stage company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Accounting Method

                The Company records income and expenses on the accrual method.

        Estimates

                The preparation of financial statements in conformity with
                generally accepted accounting principles 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 revenue and expenses during the reporting
                period. Actual results could differ from those estimates.

        Cash and equivalents

                The Company maintains a cash balance in a non-interest-bearing
                bank that currently does not exceed federally insured limits.
                For the purpose of the statements of cash flows, all highly
                liquid investments with the maturity of three months or less are
                considered to be cash equivalents. There are no cash equivalents
                as of December 31, 1999, or September 30, 2000.



                                       11
<PAGE>   12

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Income Taxes

                Income taxes are provided for using the liability method of
                accounting in accordance with Statement of Financial Accounting
                Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
                deferred tax asset or liability is recorded for all temporary
                difference between financial and tax reporting. Deferred tax
                expense (benefit) results from the net change during the year of
                deferred tax assets and liabilities.

        Reporting on Costs of Start-Up Activities

                Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
                of Start-Up Activities" which provides guidance on the financial
                reporting of start-up costs and organization costs. It requires
                most costs of start-up activities and organization costs to be
                expensed as incurred. With the adoption of SOP 98-5, there has
                been little or no effect on the company's financial statements.

        Loss Per Share

                Net loss per share is provided in accordance with Statement of
                Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
                Share". Basic loss per share is computed by dividing losses
                available to common stockholders by the weighted average number
                of common shares outstanding during the period. Diluted loss per
                share reflects per share amounts that would have resulted if
                dilative common stock equivalents had been converted to common
                stock. As of September 30, 2000, the Company had no dilative
                common stock equivalents such as stock options.

        Year End

                The Company has selected December 31st as its year-end.



                                       12
<PAGE>   13

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Year 2000 Disclosure

                The Y2K issue had no effect on this Company.


NOTE 3 - INCOME TAXES

        There is no provision for income taxes for the period ended September
        30, 2000. The Company's total deferred tax asset as of December 31,
        1999, is as follows:

<TABLE>
                <S>                                       <C>
                Net operation loss carry forward          $2,100
                Valuation allowance                       $2,100

                Net deferred tax asset                    $    0
</TABLE>


        The federal net operating loss carry forward will expire in 2016 and
        2019.

        This carry forward may be limited upon the consummation of a business
        combination under IRC Section 381.


NOTE 4 - STOCKHOLDERS' EQUITY

        Common Stock

        The authorized common stock of HUILE' OIL & GAS, INC. consists of
        25,000,000 shares with a par value of $0.001 per share.

        Preferred Stock

        The Company has no Preferred Stock.



                                       13
<PAGE>   14

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)

        On October 24,1997, the company issued 21,000 shares of its no par value
        common stock in consideration of $2,100.00, in cash.

        On April 24, 2000, the State of Nevada approved the Company's restated
        Articles of Incorporation, which increased it capitalization from 25,000
        common shares to 25,000,000 common shares. The no par value was changed
        to $0.001.

        On April 24, 2000, the Company forward split its common stock 100:1,
        thus increasing the issued and outstanding stock of the corporation from
        21,000 to 2,100,000 common shares.


NOTE 5 - GOING CONCERN

        The Company's financial statements are prepared using generally accepted
        accounting principles applicable to a going concern which contemplates
        the realization of assets and liquidation of liabilities in the normal
        course of business. However, the Company does not have significant cash
        or other material assets, nor does it have an established source of
        revenues sufficient to cover its operating costs and to allow it to
        continue as a going concern. It is the intent of the Company to seek a
        merger with an existing, operating company.

NOTE 6 - RELATED PARTY TRANSACTIONS

        The Company neither owns nor leases any real or personal property. An
        officer of the corporation provides office services without charge. Such
        costs are immaterial to the financial statements and accordingly, have
        not been reflected therein. The officers and directors of the Company
        are involved in other business activities and may, in the future, become
        involved in other business opportunities. If a specific business
        opportunity becomes available, such persons may face a conflict in
        selecting between the Company and their other business interests. The
        Company has not formulated a policy for the resolution of such
        conflicts.



                                       14
<PAGE>   15

                             HUILE' OIL & GAS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    September 30, 2000, and December 31, 1999


NOTE 7 - WARRANTS AND OPTIONS

        There are no warrants or options outstanding to acquire any additional
        shares of common stock.


NOTE 8 - OFFICERS ADVANCES

        While the Company is seeking additional capital through a merger with an
        existing company, an officer of the Company has advanced funds on behalf
        of the Company to pay for any costs incurred by it. These funds are
        interest free.



                                       15
<PAGE>   16

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

        The Company has not commenced business activities and has no assets or
operations. The Company has had no preliminary negotiations to effectuate a
business combination.

        The Company is dependent upon its officers to meet any de minimis costs
which it may occur. Richard O. Hassan, Jr., an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided
that he is an officer and director of the Company when the obligation is
incurred. All advances are interest-free.

        In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.

        This discussion may contain certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or including a
business combination.

Item III. Qualitative and Quantitative Disclosures About Market Risk.

        The Company has neither considered or conducted any research concerning
qualitative and quantitative market risk.



                                       16
<PAGE>   17

                                     PART II

                                OTHER INFORMATION

<TABLE>
<S>                                                                         <C>
Item 1 - Legal Proceedings ................................................ None

Item 2 - Changes in the Rights of the Company's
         Security Holders ................................................. None

Item 3 - Defaults by the Company on its
         Senior Securities ................................................ None

Item 4 - Submission of Matter to Vote of Security
         Holders .......................................................... None

Item 5 - Other Information
</TABLE>

        (a) Board Meeting

        The board held one meeting during the current quarter, which was a
special meeting by written consent.

        (b) Committees

        The board of directors has not established any audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish any audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

        Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii) discussions
with the independent auditors the matters required to be discussed by the
Statement On Auditing Standards No. 61, as may be modified or supplemented, and
(iii) received from the auditors disclosures regarding the auditors'
Independents Standards Board Standard No. 1, as may be modified or supplemented.

        The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements included in this Form 10-QSB to its
independent auditors prior to the filing of this report. An audit was completed
for the period then ended.



                                       17
<PAGE>   18

        (c) Other

        The Company has been informed that in the opinion of a member of the
staff of the Securities and Exchange Commission, the Rule 144 "absolute" safe
harbor, as last amended in Release 33-7759, effective January 24, 2000, 64 F.R.
61382, may not be available to so-called "blank check" or "shell" companies,
notwithstanding the legislative mandate contained in said rule. The Rule 144
"absolute" safe harbor provides that any person who sells restricted securities
shall be deemed not to be engaged in a distribution of such securities and
therefore not an underwriter thereof, if the sale is made in accordance with all
of the conditions of the rule. The rule also provides that any person who sells
restricted securities on behalf of such person in a control relationship with
the issuer shall be deemed not to be engaged in a distribution or sale of
securities and therefore not an underwriter thereof, if the sale is made in
accordance with all of the conditions of the rule. Responsible officers of the
Securities and Exchange Commission and the NASD Regulators, Inc. have
purportedly attempted to interpret Rule 144 to limit or eliminate the statutory
safe harbor. A request from the NASD Regulators, Inc. for guidance (including a
request for an opinion) provided a series of scenarios and the Securities and
Exchange Commission's response to the questions proffered created an unjustified
dichotomy for treating similarly situated shareholders in different purpose
entities holding restricted securities who are not promoters or affiliates that
wish to resell restricted or non-restricted securities and comply with the rules
promulgated under the Act. Contrary to the mandate and position contained in the
Preliminary Note to Rule 144 and the rule itself, the response to the request
for guidance seems to advance the position that the rule is not available for
resale transactions, regardless of technical compliance, because the resale
transactions appear to be designed to distribute or redistribute securities to
the public without compliance with the Act. The series of scenarios -
hypothetical facts (deemed to be representations) and the response thereto
assumed that the selling shareholders are promoters, affiliates and/or
underwriters of a "blank check" or "shell" company issuer wherein technical
compliance with said rule is not enough.

        The Company has been further informed that the Securities and Exchange
Commission will not issue "no action" letters relating to the resale of
securities, i.e., a person who has acquired shares of stock in a Section 4(2)
transaction under the Securities Act of 1933, as amended, and who offers and
sells the restricted securities without complying with Rule 144 is to be put on
notice by the Securities and Exchange Commission that in view of the broad
remedial purposes of the Securities Act of 1933, as amended, and the public
policy which strongly supports registration under said act, that those
individuals will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and the brokers of other person who participate in the transaction do so
at their own risk. The Company has been



                                       18
<PAGE>   19

informed that any indemnification for liabilities in the opinion of the
Securities and Exchange Commission arising from such a transaction may be
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.


Item 6 - Exhibits and Reports on Form 8-K

        The following exhibits are filed with this report:

                (a)     No reports on Form 8-K were filed during the quarter for
                        which the report is filed.

                (b)     Financial Data Schedule 27.1.


                                    SIGNATURE

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.

Dated: November 9, 2000                HUILE' OIL & GAS, INC.



                                       By: /s/ Richard O. Hassan, Jr.
                                           -------------------------------------
                                             Richard O. Hassan, Jr.
                                             President



                                       19