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, 2003

                                       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 / /


                                      -1-


<PAGE>


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, 2003, there were outstanding 18,900,000 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









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

                                FINANCIAL REPORTS

                                 MARCH 31, 2003
                                DECEMBER 31, 2002





<PAGE>


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

                                    CONTENTS







INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                     F-1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Income                                                      F-3

   Statements of Stockholders' Equity                                        F-4

   Statements of Cash Flows                                                  F-5

   Notes to Financial Statements                                           F-6-8
________________________________________________________________________________


<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 March 31, 2003 and December 31, 2002, and the
related statements of income, stockholders' equity, and cash flows for the three
months ended March 31, 2003, the year ended December 31, 2002, and the period
October 24, 1997 (inception) through March 31, 2003. 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 March 31, 2003 and December 31, 2002 and the
results of its operations and cash flows for the three months ended March 31,
2003, the year ended December 31, 2002, and the period October 24, 1997
(inception) through March 31, 2003, 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


May 9, 2003
Henderson, Nevada


                                      F-1


<PAGE>

<TABLE>
<CAPTION>



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


                                                                   March 31,      December 31,
                                                                        2003              2002
                                                                 ___________      ____________
<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                                            $     843          $       0
     Officers advances (Note 7)                                     37,808             37,233
                                                                 _________          _________

            Total current liabilities                            $  38,651          $  37,233
                                                                 _________          _________



STOCKHOLDERS' EQUITY
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        18,900,000 shares at December 31, 2002:                  $                  $  18,900
        18,900,000 shares at March 31, 2003;                        18,900
     Additional Paid In Capital                                          0                  0
     Accumulated deficit during development stage                  (57,551)           (56,133)
                                                                 _________          _________


            Total stockholders' equity                           $ (38,651)         $ (37,233)
                                                                 _________          _________


                   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


                                                                                                                 Oct. 24, 1997
                                                  Three months ended                    Years ended             (inception) to
                                             March 31,          March 31,     December 31,     December 31,          March 31,
                                                  2003             2002              2002             2001                2003
                                         _____________     ____________     _____________     ____________      ______________
<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                        1,418            1,775             4,879            6,801            40,751
                                         _____________     ____________     _____________     ____________      ____________
          Operating (loss)               $      (1,418)    $     (1,775)    $      (4,879)    $     (6,801)      $   (40,751)

Nonoperating income (expense)                        0                0                 0                0                 0
                                         _____________     ____________     _____________     ____________      ____________

  Net (loss)                             $      (1,418)    $     (1,775)    $      (4,879)     $    (6,801)      $   (40,751)
                                         =============     ============     =============     ============      ============

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

  Average number of shares
  of common stock outstanding               18,900,000       18,900,000        18,900,000       18,900,000        18,900,000
                                         =============     ============     =============     ============      ============


See Accompanying Notes to Financial Statements.

</TABLE>


                                      F-3


<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                         18,900,000     $     18,900     $           0     $    (18,900)

Net (loss), December 31, 1999                                                                                   0
                                                _____________     ____________     _____________     ____________

Balance, December 31, 1999                         18,900,000     $     18,900     $           0     $    (18,900)

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                         18,900,000     $     18,900     $           0     $    (44,453)

Net (loss) December 31, 2001                                                                               (6,801)
                                                _____________     ____________     _____________     ____________

Balance, December 31, 2001                         18,900,000     $     18,900     $           0     $    (51,254)

November 24, 2002, forward stock
  split, 8:1

Net (loss) December 31, 2002                                                                               (4,879)
                                                _____________     ____________     _____________     ____________

Balance, December 31, 2002                         18,900,000     $     18,900     $           0     $    (56,133)

Net (loss) January 1, 2002 through
  March 31, 2003                                                                                     $     (1,418)
                                                _____________     ____________     _____________     ____________
Balance, March 31, 2003                            18,900,000     $     18,900     $           0     $    (57,551)

                                                =============     ============     =============     ============

</TABLE>

See Accompanying Notes to Financial Statements.

                                      F-4


<PAGE>

<TABLE>
<CAPTION>


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


                                                                                                                 Oct. 24, 1997
                                                  Three months ended                    Years ended             (inception) to
                                             March 31,          March 31,     December 31,     December 31,          March 31,
                                                  2003             2002              2002             2001                2003
                                         _____________     ____________     _____________     ____________      ______________
<S>                                      <C>               <C>              <C>               <C>               <C>

Cash Flows From
Operating Activities
    Net (loss)                           $     (1,418)     $      (1,775)    $     (4,879)    $     (6,801)    $    (40,751)
    Adjustments to reconcile net (loss)
    to cash (used in) operating
    activities:
    Changes in assets and liabilities
    Increase in accounts payable                  843              1,275           (1,276)           1,276              843
    Increase in officer advances                  575                500            6,155            5,525           37,808
                                         _____________     _____________     ____________     _____________     ____________
          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     $          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.

                                      F-5


<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND DECEMBER 31, 2002


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, 2003 and  December 31,
         2002.

         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-6


<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND DECEMBER 31, 2002


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

         On November 14, 2002,  The  Company's  shareholders  approved a forward
         split of its  common  stock  by way of a stock  dividend  of eight  (8)
         shares for one (1) share of existing stock for  shareholders  of record
         on November  24, 2002.  The number of common  stock shares  outstanding
         increased from 2,100,000 to 18,900,000.  Prior period  information  has
         been  restated to reflect both stock splits and the change in par value
         of common stock.

         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 18,900,000 during 2003, 2002,
         and since inception. As of March 31, 2003, December 31, 2002, and since
         inception, the Company had no dilutive potential common shares.


                                      F-7


<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2003 AND DECEMBER 31, 2002


NOTE 3.  INCOME TAXES

         There is no  provision  for income taxes for the period ended March 31,
         2003, 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, 2003 is as follows:

                  Net operating loss carryforward             $  40,751
                  Valuation allowance                         $ (40,751)
                                                              _________
                  Net deferred tax asset                      $       0

         The net federal  operating  loss carry forward will expire between 2016
         and 2022. 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.  The
         officers and directors  have committed to advancing  certain  operating
         costs of the Company.

NOTE 5.  RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property.  The
         registered  agent 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-8


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


                                      -3-


<PAGE>


                  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 not considered nor conducted any research
concerning qualitative and quantitative market risk.


                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS .................................................None

ITEM 2 - CHANGES IN SECURITIES .............................................None

ITEM 3 - DEFAULTS UPON
         SENIOR SECURITIES .................................................None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS ...........................................................None


                                      -4-


<PAGE>


ITEM 5 - OTHER INFORMATION

                  (a)      Board Meeting

                  The board held two meetings during the current quarter, each
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, and (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.

                  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 and filed with this report:

                  23.1 Consent of Kyle L. Tingle, CPA.
                  99.1 Certification of President.
                  99.2 Certification of Chief Financial Officer.


                          SIGNATURES AND CERTIFICATION

         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 13, 2003                               HUILE' OIL & GAS, INC.



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



                                                  By: /s/ TRICIA A. WILLIS
                                                      __________________________
                                                          Tricia A. Willis
                                                          Treasurer and Chief
                                                          Financial Officer,
                                                          Director


                                      -6-


<PAGE>


                                  CERTIFICATION


I, Richard O. Hassan, Jr., as the Chief Executive Officer of Huile' Oil & Gas,
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Huile' Oil & Gas,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 13, 2003                                /s/ RICHARD O. HASSAN, JR.
                                                   ___________________________
                                                       Richard O. Hassan, Jr.
                                                       President, Director
                                                       Huile' Oil & Gas, Inc.

<PAGE>


                                  CERTIFICATION


I, Tricia A. Willis, as the Chief Financial Officer of Huile' Oil & Gas, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Huile' Oil & Gas,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 13, 2003                              /s/ TRICIA A. WILLIS
                                                 ___________________________
                                                     Tricia A. Willis
                                                     Treasurer and Chief
                                                     Financial Officer, Director
                                                     Huile' Oil & Gas, Inc.