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 JUNE 30, 2002.

                                       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.)


    6767 Tropicana Avenue, Suite 207
           Las Vegas, Nevada                                            89103
________________________________________                              __________
(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:


                                      -1-


<PAGE>


         At June 30, 2002, there were outstanding 2,100,000 shares of the
         Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/





























                                      -2-


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements














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

                                FINANCIAL REPORTS

                                  JUNE 30, 2002
                                DECEMBER 31, 2001









<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS







INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS                                                          1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Income                                                    F-3-4

   Statements of Stockholders' Equity                                        F-5

   Statements of Cash Flows                                                F-6-7

   Notes to Financial Statements                                          F-8-10
________________________________________________________________________________















<PAGE>










                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
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 June 30, 2002 and December 31, 2001, and the
related statements of income, stockholders' equity, and cash flows for the three
months ended June 30, 2002, the six months ended June 30, 2002, the year ended
December 31, 2001 and the period October 24, 1997 (inception) through June 30,
2002. 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 I 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 June 30, 2002 and December 31, 2001 and the
results of its operations and cash flows for the three months ended June 30,
2002, the six months ended June 30, 2002, the year ended December 31, 2001, and
the period October 24, 1997 (inception) through June 30, 2002, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has 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 also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




Kyle L. Tingle, CPA, LLC

August 11, 2002
Henderson, Nevada


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                                    June 30,     December 31,
                                                                      2002           2001
                                                                    ________     ____________
<S>                                                                 <C>            <C>
                                     ASSETS


CURRENT ASSETS                                                      $      0       $      0
                                                                    ________       ________
            Total current assets                                    $      0       $      0
                                                                    ________       ________
                   Total assets                                     $      0       $      0
                                                                    ========       ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                               $  3,728       $  1,276
     Officers advances (Note 7)                                       31,578         31,078
                                                                    ________       ________

            Total current liabilities                               $ 35,306       $ 32,354
                                                                    ________       ________

STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        2,100,000 shares at December 31, 2001:                      $              $  2,100
        2,100,000 shares at June 30, 2002;                             2,100
     Additional Paid In Capital                                            0              0
     Accumulated deficit during development stage                    (37,406)       (34,454)
                                                                    ________       ________
            Total stockholders' equity                              $(35,306)      $(32,354)
                                                                    ________       ________
                   Total liabilities and
                   stockholders' equity                             $      0       $      0
                                                                    ========       ========

    See Accompanying Notes to Financial Statements.

</TABLE>

                                       F-2


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME


                                            Three months ended                 Six months ended
                                        __________________________        ___________________________
                                         June 30,        June 30,          June 30,         June 30,
                                             2002            2001              2002             2001
                                        __________      __________        __________       __________
<S>                                     <C>             <C>               <C>              <C>

Revenues                                $        0      $        0        $        0       $        0
Cost of revenue                                  0               0                 0                0
                                        __________      __________        __________       __________

           Gross profit                 $        0      $        0        $        0       $        0
General, selling and
   administrative expenses                   1,177           1,104             2,952            3,434
                                        __________      __________        __________       __________

           Operating (loss)             $   (1,177)     $   (1,104)       $   (2,952)      $   (3,434)

Nonoperating income (expense)                    0               0                 0                0
                                        __________      __________        __________       __________


   Net (loss)                           $   (1,177)     $   (1,104)       $   (2,952)      $   (3,434)
                                        ==========      ==========        ==========       ==========


   Net (loss) per share, basic
   and diluted (Note 2)                 $   (0.00)      $     0.00        $    (0.00)      $    (0.00)
                                        ==========      ==========        ==========       ==========

   Average number of shares
   of common stock outstanding           2,100,000       2,100,000         2,100,000        2,100,000
                                        ==========      ==========        ==========       ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>


                                       F-3


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME



                                                  Year ended              Oct. 24, 1997
                                        ______________________________   (inception) to
                                        December 31,      December 31,         June 30,
                                                2001              2000             2002
                                        ____________      ____________   ______________
<S>                                      <C>               <C>              <C>

Revenues                                 $        0        $        0       $        0

Cost of revenue                                   0                 0                0
                                         __________        __________       __________

           Gross profit                  $        0        $        0       $        0

General, selling and
   administrative expenses                    6,801            25,553           37,406
                                         __________        __________       __________
           Operating (loss)              $   (6,801)       $  (25,553)      $  (37,406)

Nonoperating income (expense)                     0                 0                0
                                         __________        __________       __________

   Net (loss)                            $   (6,801)       $  (25,553)      $  (37,406)
                                         ==========        ==========       ==========


   Net (loss) per share, basic
   and diluted (Note 2)                  $    (0.00)       $    (0.01)      $    (0.02)
                                         ==========        ==========       ==========

   Average number of shares
   of common stock outstanding            2,100,000         2,100,000        2,100,000
                                         ==========        ==========       ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                       F-4


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                                Accumulated
                                                                                 (Deficit)
                                           Common Stock          Additional       During
                                       _____________________      Paid-In       Development
                                        Shares       Amount       Capital          Stage
                                       _________     _______     __________     ___________
<S>                                    <C>           <C>          <C>            <C>

 Balance, December 31, 1998            2,100,000     $ 2,100      $     0        $( 2,100)

 Net (loss), December 31, 1999                                                          0
                                       _________     _______      _______        ________

 Balance, December 31, 1999            2,100,000     $ 2,100      $     0        $( 2,100)

 April 24, 2000, changed from no
     par value to $.001                               (2,079)       2,079
 April 24, 2000, forward stock
     100:1                                             2,079       (2,079)


 Net (loss), December 31, 2000                                                    (25,553)
                                       _________     _______      _______        ________

 Balance, December 31, 2000            2,100,000     $ 2,100      $     0        $(27,653)

 Net (loss), December 31, 2001                                                     (6,801)
                                       _________     _______      _______        ________
 Balance, December 31, 2001            2,100,000     $ 2,100      $     0        $(34,454)

 Net (loss) January 1, 2001 to
 June 30, 2002                                                                    ( 2,952)
                                       _________     _______      _______        ________

 Balance, June 30, 2002                2,100,000     $ 2,100      $     0        $(37,406)
                                       =========     =======      =======        ========


                See Accompanying Notes to Financial Statements.

</TABLE>


                                       F-5


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                            Three months ended                 Six months ended
                                        __________________________        ___________________________
                                         June 30,        June 30,          June 30,         June 30,
                                             2002            2001              2002             2001
                                        __________      __________        __________       __________
<S>                                     <C>             <C>               <C>              <C>

Cash Flows From
Operating Activities
 Net (loss)                             $   (1,177)     $   (1,104)       $   (2,952)      $   (3,434)
 Adjustments to reconcile net (loss)
 to cash (used in) operating activities:
 Changes in assets and liabilities
 Increase in accounts payable                1,177              29             2,452            2,284
 Increase in officer advances                    0            1075               500            1,150
                                        __________      __________        __________       __________

         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 cash (used in)
            financing activities        $        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
                                        ==========      ==========        ==========       ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                       F-6


<PAGE>

<TABLE>
<CAPTION>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS


                                                  Year ended              Oct. 24, 1997
                                        ______________________________   (inception) to
                                        December 31,      December 31,         June 30,
                                                2001              2000             2002
                                        ____________      ____________   ______________
<S>                                      <C>               <C>              <C>

Cash Flows From
Operating Activities
    Net (loss)                           $   (6,801)       $  (25,553)      $  (37,406)
    Adjustments to reconcile net (loss)
    to cash (used in) operating
    activities:
    Changes in assets and liabilities
    Increase (decrease ) in accounts
    payable                                   1,276                 0            3,728
    Increase in officer advances              5,525           (25,553)          31,578
                                         __________        __________       __________

         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 cash (used in)
            financing activities         $        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
                                         ==========        ==========       ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                       F-7


<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Huile' Oil & Gas, Inc. ("Company") was organized October 24, 1997 under the laws
of the State of Nevada. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
development stage company.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2002 and 2001, and December 31, 2001 and 2000.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

REPORTING ON COSTS FOR 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 and
organization costs, requires most costs of start-up activities and organization
costs to be expensed as incurred. With the adoption of SPO 98-5, there has been
little to no effect on the Company's financial statements.


                                       F-8


<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001



NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On October 24, 1997, the Company authorized and issued
21,000 shares of its no par value common stock in consideration of $2,100 in
cash.

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

On April 24, 2000, the Company's shareholders approved a forward split of its
common stock at one hundred shares for one share of the existing shares. The
number of common stock shares outstanding increased from 21,000 to 2,100,000.
Prior period information has been restated to reflect the stock split

The Company has not authorized any preferred stock.


NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,100,000 during 2002, 2001, 2000, and
since inception. As of June 30, 2002 and 2001, December 31, 2001 and 2000, and
since inception, the Company had no dilutive potential common shares.

NOTE 3.  INCOME TAXES

There is no provision for income taxes for the period ended June 30, 2002, due
to the net loss and no state income tax in Nevada, the state of the Company's
domicile and operations. The Company's total deferred tax asset as of June 30,
2002 is as follows:

        Net operating loss carry forward            $ 37,406
        Valuation allowance                         $(37,406)
                                                    ________
        Net deferred tax asset                      $      0

The net federal operating loss carry forward will expire between 2016 and 2021.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.


                                       F-9


<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2002, AND DECEMBER 31, 2001

NOTE 4.  GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash of
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. It is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the company.

NOTE 5.  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 for 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 interest. The Company has not formulated a policy for the resolution of
such conflicts.

NOTE 6.  WARRANTS AND OPTIONS

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

NOTE 7.  OFFICERS ADVANCES

The Company has incurred costs while 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 these costs. These funds have been advanced interest
free.


                                      F-10


<PAGE>


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

         The Company has no current business activities and has no assets or
operations. The Company has had no preliminary negotiations to effectuate a
business combination. The majority shareholders have had preliminary
negotiations which, if consummated, may result in a change in control. The
Company has been informed that, if, pursuant to any arrangement or understanding
with the person or persons acquiring securities in a transaction subject to the
Securities Exchange Act of 1934, as amended, any persons are to be elected or
designated as directors of the Company, otherwise than at a meeting of security
holders, and the persons so elected or designated will constitute a majority of
the directors of the Company, then, not less than 10 days prior to the date any
such persons take office as a director, or such shorter period prior to the date
the Securities and Exchange Commission may authorize upon a showing of good
cause therefore, the Company shall file with the Securities and Exchange
Commission and transmit to all holders of record of securities of the Company
who would be entitled to vote at a meeting for election of directors,
information substantially equivalent to certain information which would be
required by Schedule 14A of Regulation 14A to be transmitted if such person or
persons were nominees for election as directors at a meeting of such security
holders.

                  The Company is dependent upon its officers to meet any de
minimis costs which it may incur. 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. As part of any transaction which may result in the
change in control of the Company, Richard O. Hassan, Jr. may forgive the
indebtedness owed to him by the Company. The Company will then be dependent upon
its new


                                      -3-


<PAGE>


officer and directors or others to meet any costs and expenses incurred.

                  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 continue to 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 completing a
business combination.

Item III.         Qualitative and Quantitative Disclosures About Market Risk.

                  The Company has neither considered nor conducted any research
concerning qualitative and quantitative market risk.


                                     PART II

                                OTHER INFORMATION

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


                                      -4-


<PAGE>


Item 5 -          Other Information

                  (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 an 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 an 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) receive 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 auditor prior to the filing of this report. An audit was completed
for the period then ended.


                                      -5-


<PAGE>


Item 6 -.Exhibits and Reports on Form 8-K

                  There were no reports on Form 8-K filed during the quarter for
which this report is filed. The following exhibits are filed with this report:

                  23.1 Consent of Kyle L. Tingle, CPA.

                  99.1 Certification of Chief Executive Officer and Chief
                       Financial Officer.

                                    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: August 13, 2002             HUILE' OIL & GAS, INC.



                                   By: /s/ RICHARD O. HASSAN, JR.
                                       __________________________
                                           Richard O. Hassan, Jr.
                                           President