<PAGE>

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

                                   FORM 10-QSB

(Mark One)

[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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                     ---------------------
      incorporation or organization)                        (I.R.S. Employer
                                                           Identification No.)
       1105 Terminal Way, Suite 202
               Century Park
               Reno, Nevada
-----------------------------------------                         89502
 (Address of principal executive offices)                     ------------
                                                               (Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]   No [ ]

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

        At September 30, 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]


<PAGE>
                                     PART I

                             FINANCIAL INFORMATION

Item I.   Financial Statements

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

                                    CONTENTS



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

   Balance Sheets                                                              4

   Statements of Income                                                       5-6

   Statements of Stockholders' Equity                                          7

   Statements of Cash Flows                                                   8-9

   Notes to Financial Statements                                             10-12
----------------------------------------------------------------------------------
</TABLE>




                                       2
<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 September 30, 2001 and December 31, 2000, and
the related statements of income, stockholders' equity, and cash flows for the
three months ended September 30, 2001, the nine months ended September 30, 2001,
the year ended December 31, 2000 and the period October 24, 1997 (inception)
through September 30, 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 September 30, 2000 and December
31, 2000 were audited by other auditors whose has ceased operations and whose
reports dated October 2, 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 September 30, 2001 and December 31, 2000 and
the results of its operations and cash flows for the three months ended
September 30, 2001, the nine months ended September 30, 2001, the year ended
December 31, 2000, and the period October 24, 1997 (inception) through September
30, 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.


Kyle L. Tingle
Certified Public Accountant

November 11, 2001
Henderson, Nevada




                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                  September 30,   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                                  $    765       $      0
    Officers advances (Note 7)                          29,487         25,553
                                                      --------       --------

          Total current liabilities                   $ 30,252       $ 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 September 30, 2001;           2,100
    Additional Paid In Capital                               0              0
    Accumulated deficit during development stage       (32,352)       (27,653)
                                                      --------       --------

          Total stockholders' equity                  $(30,252)      $(25,553)
                                                      --------       --------

                Total liabilities and
                stockholders' equity                  $      0       $      0
                                                      ========       ========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       4
<PAGE>

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


<TABLE>
<CAPTION>
                                        Three months ended                  Nine months ended
                                  September 30,     September 30,     September 30,     September 30,
                                          2001              2000              2001              2000
                                  ------------      ------------      ------------      ------------
<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                1,265            21,875             4,699            22,210
                                   -----------       -----------       -----------       -----------
         Operating (loss)          $    (1,265)      $   (21,875)      $    (4,699)      $   (22,210)

Nonoperating income (expense)                0                 0                 0                 0
                                   -----------       -----------       -----------       -----------

  Net (loss)                       $    (1,265)      $   (21,875)      $    (4,699)      $   (22,210)
                                   ===========       ===========       ===========       ===========

  Net (loss) per share, basic
  and diluted (Note 2)             $     (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
                                   ===========       ===========       ===========       ===========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       5
<PAGE>

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


<TABLE>
<CAPTION>
                                                                   Oct. 24, 1997
                                            Year ended            (inception) to
                                   December 31,     December 31,    September 30,
                                          2000             1999             2001
                                   -----------      -----------   --------------
<S>                                <C>              <C>           <C>
Revenues                           $         0       $        0      $         0

Cost of revenue                              0                0                0
                                   -----------       ----------      -----------

         Gross profit              $         0       $        0      $         0
General, selling and
  administrative expenses               25,553                0           32,352
                                   -----------       ----------      -----------
         Operating (loss)          $   (25,553)      $        0      $   (32,352)

Nonoperating income (expense)                0                0                0
                                   -----------       ----------      -----------

  Net (loss)                       $   (25,553)      $        0      $   (32,352)
                                   ===========       ==========      ===========


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

  Average number of shares
  of common stock outstanding        2,100,000        2,100,000        2,100,000
                                   ===========       ==========      ===========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       6
<PAGE>

                             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
September 30, 2001                                                                  (4,699)
                                     ----------       -------       -------       --------

Balance, September 30, 2001           2,100,000       $ 2,100       $     0       $(32,352)
                                     ==========       =======       =======       ========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       7
<PAGE>

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


<TABLE>
<CAPTION>
                                                 Three months ended                Nine months ended
                                            September 30,    September 30,   September 30,    September 30,
                                                    2001             2000            2001             2000
                                            ------------     ------------    ------------     ------------
<S>                                         <C>              <C>             <C>              <C>
Cash Flows From
Operating Activities
  Net (loss)                                     $(1,265)        $(21,875)        $(4,699)        $(22,210)
  Adjustments to reconcile net (loss)
  to cash (used in) operating activities:
  Changes in assets and liabilities
  Increase (decrease) in accounts payable         (1,519)               0             765                0
  Increase in officer advances                     2,784           21,875           3,934           22,210
                                                 -------         --------         -------         --------
       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
                                                 =======         ========         =======         ========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       8
<PAGE>

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


<TABLE>
<CAPTION>
                                                                            Oct. 24, 1997
                                                      Year ended           (inception) to
                                              December 31,    December 31,   September 30,
                                                     2000            1999            2001
                                              -----------     -----------  --------------
<S>                                           <C>             <C>          <C>
Cash Flows From
Operating Activities
  Net (loss)                                     $(25,553)        $     0        $(32,352)
  Adjustments to reconcile net (loss)
  to cash (used in) operating activities:
  Changes in assets and liabilities
  Increase (decrease) in accounts payable               0               0             765
  Increase in officer advances                     25,553               0          29,487
                                                 --------         -------        --------
       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
                                                 ========         =======        ========
</TABLE>



See Accompanying Notes to Financial Statements.




                                       9
<PAGE>

                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 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 September 30, 2001, 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.




                                       10
<PAGE>

                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 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 September 30, 2001, and 2000, December 31, 2000 and 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 September 30, 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
September 30, 2001 is as follows:

<TABLE>
               <S>                                     <C>
               Net operating loss carry forward        $  32,352
               Valuation allowance                     $ (32,352)
                                                       ---------
               Net deferred tax asset                  $       0
</TABLE>

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.




                                       11
<PAGE>

                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2001, AND DECEMBER 31, 2000



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 Until the Company has sufficient operations, 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. 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.




                                       12
<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 Company is dependent upon its officers to meet any de minimis
costs which it may occur. Richard O. Hassan, Jr., an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for the
Company to comply with the Securities Exchange Act of 1934, as amended; provided
that he is an officer and director of the Company when the obligation is
incurred. All advances are interest-free.

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

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

Item III.      Qualitative and Quantitative Disclosures About Market
               Risk.




                                       13
<PAGE>

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


                                     PART II

                                OTHER INFORMATION


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

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

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

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

Item 5 - Other Information
</TABLE>

               (a)    Board Meeting

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

               (b)  Committees

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

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




                                       14
<PAGE>

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: November 14, 2001                       HUILE' OIL & GAS, INC.



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




                                       15