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                                 United States
                       Securities and Exchange Commission

                             Washington, D.C. 20549

              ----------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 18, 2002



                         HOUSTON AMERICAN ENERGY CORP.
             (Exact name of registrant as specified in its charter)


                                    Delaware
                 (State or other jurisdiction of incorporation)


       000-33027                                   76-0675953
(Commission File Number)                 (IRS Employer Identification No.)


801 Travis, Suite 2020, Houston, Texas               77002
(Address of principal executive offices)          (Zip Code)


                                 (713) 222-6966
              (Registrant's telephone number, including area code)


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Item 2.  Acquisition or Disposition of Assets.

     1. On July 19, 2002, the Registrant and Millennium Seismic, Inc., a Texas
corporation ("Millennium"), executed an Exchange Agreement whereby Millennium
acquired 1,000,000 shares of the Registrant's common stock, par value $0.001 per
share in exchange for Millennium's issuance to the Registrant of a no fee
License Agreement for Use of Proprietary Data relating to the Registrant's
utilization of Millennium's seismic data (the "Data"). As used herein, all
capitalized terms shall have the same meanings ascribed to such terms in the
Exchange Agreement and the License Agreement for Use of Proprietary Data.

     2. Under the License Agreement for Use of Proprietary Data dated July 19,
2002, the Registrant acknowledges that the Data consists of valuable copyright
and trade secrets of Millennium and that title to and ownership rights in the
Data shall remain vested in Millennium at all times. The Registrant recognizes
that Millennium may enter into agreements with other parties to license the
Data, and that Millennium is free to license, use, sell or in any other manner
dispose of such Data upon such terms and conditions as Millennium may elect.

     As for Data delivered by Millennium to the Registrant under the terms of
the License Agreement for Use of Proprietary Data, the term of each Supplemental
Agreement shall terminate 30 years after delivery to the Registrant of the Data
licensed thereunder. The term of the License Agreement for Use of Proprietary
Data shall remain in effect so long as any Supplemental Agreement is in effect
and, thereafter, until terminated by either party giving 30 days prior written
notice thereof to the other party.

     The Registrant or its Related Entities may Transfer the Data to Purchasers
pursuant to a Third Party Acquisition or a Partial Third Party Asset Acquisition
consummated after delivery of the Data to the Registrant; provided, however, no
such Transfer shall be permitted unless (a) each such Purchaser executes a
License Agreement containing substantive terms similar to those contained in the
License Agreement for Use of Proprietary Data with respect to such Data, and (b)
such Purchaser(s) (collectively, if more than one) pay Millennium a license
transfer fee equal to a total of $1,000,000. The provisions of the previous
sentence shall apply to the first occurrence of any of the therein described
Transfers of Data so long as such Transfer occurs during the 2-year period
immediately following the date of the License Agreement for Use of Proprietary
Data (the "Transfer Period"). Any additional Transfers to Purchasers pursuant to
Third Party Acquisitions or Partial Third Party Asset Acquisitions consummated
during the Transfer Period shall be subject to a license transfer fee in an
amount equal to 50 percent of the then published rate charged by Millennium for
the use of such data. Any Transfers of Existing Data to Purchasers pursuant to
Third Party Acquisitions or Partial Third Party Asset Acquisitions consummated
after the Transfer Period shall not be subject to any license transfer fee. Any
Transfers of Future Data to Purchasers pursuant to Third Party Acquisitions or
Partial Third Party Asset Acquisitions consummated after the Transfer Period
shall be subject to a license transfer fee to be agreed upon by Millennium and
the Registrant; provided, however, if the parties are unable to agree to such
license transfer fee, the Registrant shall have the right to return all Future
Data to Millennium, in which case the Registrant shall not be obligated to pay
any additional fees related to such Future Data.

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     3. In addition to the shares of the Registrant's common stock, Millennium
has also received a Warrant dated July 19, 2002 to purchase up to an additional
750,000 shares of the Registrant's common stock at a purchase price of $1.00 per
share. The Warrant expires on July 19, 2004.

     4. The shares of the Registrant's common stock issued to Millennium as well
as any shares purchased upon the exercise of the Warrant are covered by a
Registration Rights Agreement dated July 19, 2002, whereby the Registrant has
agreed to provide Millennium the right to "piggyback" on any registration under
the Securities Act of 1933, as amended, of the common stock of the Registrant or
any other shares of the capital stock of the Registrant. For purposes of the
Registration Rights Agreement, the parties agreed that Millennium shall not be
entitled to "piggyback" any of the covered shares with respect to (a) any
registration statement filed by the Registrant on Form S-4 or Form S-8, (b) any
registration statement filed by the Registrant in connection with an exchange
offer or any other offering of the capital stock of the Registrant solely in
connection with an acquisition, or (c) any registration statement filed by the
Registrant in connection with an offering of the Registrant's capital stock made
solely to the Registrant's then existing stockholders.

     The Exchange Agreement, the License Agreement for Use of Proprietary Data,
the Warrant, and the Registration Rights Agreement are set forth as Exhibits
2.1, 2.2, 2.3, and 2.4 to this Form 8-K and are incorporated herein in their
entirety by reference in response to this Item. The descriptions of the terms
and provisions of the referenced agreements contained in this Form 8-K are
summaries only, and are qualified in their entirety by reference to such
documents.

     5. In a separate development, the Registrant, on July 18, 2002, acquired
from Marlin Data Research, Inc., an affiliate of our Chairman and Chief
Executive Officer, John F. Terwilliger, a term royalty interest for a total
consideration of $10.00. The interest acquired is covered in an Assignment of
Term Royalty Interest pertaining to an undivided non-participating royalty
interest of five percent of 8/8ths interest in and to all of the oil, gas and
other minerals produced from the lands covering 300 acres, more or less, out of
the Maxwell Steele Survey in Lavaca County, Texas.

     The Assignment of Term Royalty Interest is for a period of one year or for
so long as commercial oil or gas production exists from wells drilled within the
term of the Assignment that are situated on the land covered by the Assignment
or on lands pooled with the lands covered by the Assignment or for so long as a
valid oil and gas mineral lease exists covering the lands or is executed during
term of the Assignment.

     Accompanying the Assignment of Term Royalty Interest is a Bill of sale
dated July 18, 2002.

     The Assignment of Term Royalty Interest and the Bill of Sale are set forth
as Exhibits 2.5 and 2.6 to this Form 8-K and are incorporated herein in their
entirety by reference in response to this Item. The descriptions of the terms
and provisions of the Assignment of Term Royalty Interest and the Bill of Sale
contained in this Form 8-K are summaries only, and are qualified in their
entirety by reference to such documents.

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Item 7. Financial Statements and Exhibits.

     (a) Financial Statements.

     None.

     (b) Exhibits.

     The following exhibit is filed herewith:

     Exhibit 2.1. Exchange Agreement dated July 19, 2002 between Houston
     American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.2. License Agreement for Use of Proprietary Data dated July 19,
     2002 between Houston American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.3. Warrant Agreement dated July 19, 2002 between Houston American
     Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.4. Registrant Rights Agreement dated July 19, 2002 between
     Houston American Energy Corp. and Millennium Seismic, Inc.

     Exhibit 2.5. Assignment of Term Royalty Interest dated July 18, 2002 by
     Marlin Data Research, Inc.

     Exhibit 2.6. Bill of Sale dated July 18, 2002 by Marlin Data Research, Inc.
     and Houston American Energy Corp.


                                   SIGNATURES

     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 hereunto duly authorized.

Date: July 19, 2002                   HOUSTON AMERICAN ENERGY CORP.




                                      By:  /s/  John F. Terwilliger

                                           -------------------------------------
                                           John F. Terwilliger, President

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