<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 MARCH 31, 2001.

                                       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 March 31, 2001, there were outstanding 2,100,000 shares of the
           Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [ ]   No [X]


                                       -1-

<PAGE>   2

                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements

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

                                    CONTENTS



<TABLE>
<S>                                                                         <C>
INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS                                                           3
--------------------------------------------------------------------------------

FINANCIAL STATEMENTS

    Balance Sheets                                                             4

    Statements of Income                                                       5

    Statements of Stockholders' Equity                                         6

    Statements of Cash Flows                                                   7

    Notes to Financial Statements                                           8-10
--------------------------------------------------------------------------------
</TABLE>











                                       -2-

<PAGE>   3

                          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 March 31, 2001 and December 31, 2000, and the
related statements of income, stockholders' equity, and cash flows for the three
months ended March 31, 2001, the year then ended December 31, 2000 and the
period October 24, 1997 (inception) through March 31, 2001. 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. The
financial statements of Huile' Oil & Gas, Inc. (A Development Stage Company) as
of March 31, 2000 and December 31, 1999 were audited by other auditors whose has
ceased operations and whose reports dated May 11, 2000 and May 10, 2000,
respectively, expressed an unqualified opinion on those statements.

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 March 31, 2001 and December 31, 2000 and the
results of its operations and cash flows for the three months ended March 31,
2001, the year ended December 31, 2000, and the period October 24, 1997
(inception) through March 31, 2001, 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.

/s/ Kyle L. Tingle

Kyle L. Tingle
Certified Public Accountant

May 4, 2001
Henderson, Nevada


                                       -3-

<PAGE>   4

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


<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                             2001           2000
                                                        ---------   ------------
<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                                      $  2,255      $      0
   Officers advances (Note 7)                              25,628        25,553
                                                         --------      --------
       Total current liabilities                         $ 27,883      $ 25,553
                                                         --------      --------


STOCKHOLDERS' EQUITY
   Common stock: $.001 par value;
       authorized 25,000,000 shares;
       issued and outstanding:
       2,100,000 shares at December 31, 2000:            $             $  2,100
       2,100,000 shares at March 31, 2001;                  2,100
   Additional Paid In Capital                                   0             0
   Accumulated deficit during development stage           (29,983)      (27,653)
                                                         --------      --------
       Total stockholders' equity                        $(27,883)     $(25,553)
                                                         --------      --------
            Total liabilities and
            stockholders' equity                         $      0      $      0
                                                         ========      ========
</TABLE>






SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       -4-

<PAGE>   5

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


<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED                 YEARS ENDED            DEC. 6, 1996
                                 ---------------------------     ---------------------------  (INCEPTION) TO
                                   MARCH 31,       MARCH 31,    DECEMBER 31,    DECEMBER 31,       MARCH 31,
                                        2001            2000            2000            1999            2001
                                 -----------     -----------    ------------    ------------  --------------
<S>                              <C>             <C>            <C>             <C>           <C>
REVENUES                         $         0     $         0     $         0     $         0     $         0

COST OF REVENUE                            0               0               0               0               0
                                 -----------     -----------     -----------     -----------     -----------

     GROSS PROFIT                $         0     $         0     $         0     $         0     $         0

GENERAL, SELLING AND
   ADMINISTRATIVE EXPENSES             2,330             335          25,553               0          29,983
                                 -----------     -----------     -----------     -----------     -----------

     OPERATING (LOSS)            $    (2,330)    $      (335)    $   (25,553)    $         0     $   (29,983)

NONOPERATING INCOME (EXPENSE)              0               0               0               0               0
                                 -----------     -----------     -----------     -----------     -----------

   NET (LOSS)                    $    (2,330)    $      (335)    $   (25,553)    $         0     $   (29,983)
                                 ===========     ===========     ===========     ===========     ===========

   NET (LOSS) PER SHARE, BASIC
   AND DILUTED (NOTE 2)          $     (0.00)    $     (0.00)    $     (0.01)    $      0.00    $     (0.01)
                                 ===========     ===========     ===========     ===========    ===========

   AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING     2,100,000       2,100,000       2,100,000       2,100,000      2,100,000
                                 ===========     ===========     ===========     ===========    ===========
</TABLE>






SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       -5-

<PAGE>   6

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


<TABLE>
<CAPTION>
                                                                           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) JANUARY 1, 2001 TO
MARCH 31, 2001                                                                 (2,330)
                                   ---------    ---------     ---------     ---------

BALANCE, MARCH 31, 2001            2,100,000    $   2,100     $       0     $ (29,983)
                                   =========    =========     =========     =========
</TABLE>






SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       -6-

<PAGE>   7

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


<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED            YEARS ENDED             OCT. 24, 1997
                                    ----------------------   ---------------------------   (INCEPTION) TO
                                    MARCH 31,    MARCH 31,   DECEMBER 31,   DECEMBER 31,        MARCH 31,
                                         2001         2000           2000           1999             2001
                                    ---------    ---------   ------------   ------------   --------------
<S>                                 <C>          <C>         <C>            <C>              <C>

CASH FLOWS FROM
OPERATING ACTIVITIES
    NET (LOSS)                       $ (2,330)    $   (335)     $(25,553)    $      0        $(29,983)
    ADJUSTMENTS TO RECONCILE
    NET (LOSS) TO CASH
    (USED IN) OPERATING
    ACTIVITIES:
    CHANGES IN ASSETS
    AND LIABILITIES
    INCREASE IN ACCOUNTS PAYABLE        2,255            0             0            0           2,255
    INCREASE IN OFFICER ADVANCES           75          335        25,553            0          25,628
                                     --------     --------      --------     --------        --------


          NET CASH (USED IN)
             OPERATING ACTIVITIES    $      0     $      0      $      0     $      0        $ (2,100)
                                     --------     --------      --------     --------        --------

CASH FLOWS FROM
INVESTING ACTIVITIES                 $      0     $      0      $      0     $      0        $      0
                                     --------     --------      --------     --------        --------

CASH FLOWS FROM
FINANCING ACTIVITIES
    ISSUANCE OF COMMON STOCK                0            0             0            0           2,100
                                     --------     --------      --------     --------        --------

          NET CASH (USED IN)
             FINANCING ACTIVITIES    $            $      0      $      0     $      0        $  2,100
                                     --------     --------      --------     --------        --------

          NET INCREASE (DECREASE)
             IN CASH                 $      0     $      0      $      0     $      0        $      0

CASH, BEGINNING OF PERIOD                   0            0             0            0        $      0
                                     --------     --------      --------     --------        --------

CASH, END OF PERIOD                  $      0     $      0      $      0     $      0        $      0
                                     ========     ========      ========     ========        ========
</TABLE>





SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                       -7-

<PAGE>   8

                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2001, AND DECEMBER 31, 2000



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 MARCH 31, 2001 AND 2000, AND
         DECEMBER 31, 2000 AND 1999.

         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.


                                       -8-

<PAGE>   9

                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2001, AND DECEMBER 31, 2000



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 2001, 2000,
         1999, AND SINCE INCEPTION. AS OF DECEMBER 31, 2001, 2000, 1999, 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
         MARCH 31, 2001, 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 MARCH 31, 2001 IS AS FOLLOWS:

<TABLE>
                            <S>                                      <C>
                            NET OPERATING LOSS CARRY FORWARD         $ 29,983
                            VALUATION ALLOWANCE                      $(29,983)
                                                                     --------
                            NET DEFERRED TAX ASSET                   $      0
</TABLE>


                                       -9-

<PAGE>   10

         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.


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.


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

         The Company originally intended to engage in the development,
exploration, acquisition and production of oil and natural gas properties,
primarily in Louisiana. It was the Company's intent to enter into option
agreements for both developed and undeveloped acres and, if possible, enter
into option agreements to acquire an interest in producing wells. In the event
any properties were acquired, the Company intended to enter into an exploration
and development agreement with third parties wherein said third party entity
would, at its risk and expense, operate, develop, and explore the property
thereby relieving the Company of any significant operating, exploration and
development costs in the future. A retention of a volumetric overriding
royalty interest and an override of the excess production above that royalty
interest and/or a retention of a working interest would be negotiated. If the
Company needed additional funds, an offering of the Company's securities was
contemplated. As at December 31, 1997, all funds raised in order to fulfill the
Company's initial objective had been expended and the Company, thereafter,
become dormant. Since 1998, the Company has been in the developmental stage and
has had no additional operations.

         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


                                      -10-

<PAGE>   11
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.


                                     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
</TABLE>

Item 5 - Other Information

         (a)  Board Meeting

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


                                      -11-

<PAGE>   12

         (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.


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.

                                    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: May 11, 2001                         HUILE' OIL & GAS, INC.


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







                                      -12-