Commission File No. 000-31039

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB

     /X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended: December 31, 2002

    / /   TRANSITION REPORT PURSUANT TO SECTION 13
          OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                     For the Transition Period From __ to __


                             HUILE' OIL & GAS, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer 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)

Issuer's telephone number: (702) 248-1047

Securities to be registered pursuant to Section 12(b) of the Act:

                                      none

Securities to be registered pursuant to Section 12(g) of the Act:

                               $.001 COMMON STOCK
                               __________________
                                (Title of Class)

         Check 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 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 / /

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. /X/

<PAGE>

         As of December 31, 2002, there were 18,900,000 shares of the
registrant's Common Stock, $.001 par value, outstanding.

         The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant, as of the last business day of registrant's
most recently completed fiscal quarter, and as of the date hereof, is $-0-.

          State the registrant's revenues for the December 31, 2002 fiscal year:
$-0-.



<PAGE>


                                TABLE OF CONTENTS

                                                                          PAGE

Item 1.  Description of Business. . . . . . . . . . . . . . . . . . . .

Item 2.  Description of Property. . . . . . . . . . . . . . . . . . . .

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .

Item 4.  Submission of Matter to Vote of
         Security Holders . . . . . . . . . . . . . . . . . . . . . . .

Item 5.  Market for Common Registrant Equity and
         Related Stockholder Matter . . . . . . . . . . . . . . . . . .

Item 6.  Management's Discussion and Analysis
         or Plan of Operation . . . . . . . . . . . . . . . . . . . . .

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . .

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act. . . . . . . . . . . . . . .

Item 10. Executive Compensation . . . . . . . . . . . . . . . . . . . .

Item 11. Security Ownership of Certain
         Beneficial Owners and Management . . . . . . . . . . . . . . .

Item 12. Certain Relationships and
         Related Transactions . . . . . . . . . . . . . . . . . . . . .

Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .

         Signature. . . . . . . . . . . . . . . . . . . . . . . . . . .


                                       3.

<PAGE>


Item 1.    DESCRIPTION OF BUSINESS.

Introduction

         Huile' Oil & Gas, Inc. (the "Company") was incorporated on October 24,
1997 under the laws of the State of Nevada to engage in any lawful corporate
activity. 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, exploit, and explore the property
thereby relieving the Company of any significant operating, exploration and
development costs in the future. A retention of a volumetric overwriting 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 1997, the Company has been in the developmental stage and
has no operations. As of the date hereof, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity.

         The Company became a reporting company on a voluntary basis because the
primary attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. In addition, the Company became a
reporting company to enhance investor protection and to provide information if a
trading market commences. Only those companies that report their current
financial information to the Securities and Exchange Commission, banking, or
insurance regulators are permitted to be quoted on the OTC Bulletin Board
System.

Risk Factors

         The Company's business is subject to numerous risk factors, including
the following:

1.       The Company has had no operating history nor any revenues or earnings
         from operations.

         The Company has 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


                                       4.

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combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.

2.       The Company's proposed operations is speculative.

         The success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, there can
be no assurance that the Company will be successful in locating candidates
meeting such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the Company's
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond the Company's control.

3.       The Company faces intense competition for business opportunities and
         combinations.

         The Company is and will continue to be an insignificant participant in
the business of seeking mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

4.       The Company has no agreements for a business combination or other
         transaction and has established no standards for a business
         combination.

         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 entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of

                                       5.

<PAGE>

earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which the Company would not
consider a business combination in any form with such business opportunity.
Accordingly, the Company may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.

5.       The Company's success is dependent on management which has other full
         time employment, has limited experience and will only devote limited
         part time working for the Company which makes our future even more
         uncertain.

         None of the Company's officers has entered into a written employment
agreement with the Company and none is expected to do so in the foreseeable
future. The Company has not obtained key man life insurance on any of its
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these individuals would
adversely affect development of the Company's business and its likelihood of
continuing operations.

6.       The Company's officers and directors may in the future participate in
         business ventures which could be deemed to compete directly with the
         Company.

         Additional conflicts of interest and non-arms length transactions may
arise in the future in the event the Company's officers or directors are
involved in the management of any firm with which the Company transacts
business. Management has adopted a policy that the Company will not seek a
merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.

7.       The reporting requirements under federal securities law may delay or
         prevent the Company from making certain acquisitions.

         Sections 13 and 5(d) of the Securities Exchange Act of 1934, as
amended, (the "1934 Act"), require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for

                                       6.

<PAGE>

acquisition so long as the reporting requirements of the 1934 Act are
applicable.

8.       The Company has neither conducted, nor have others made available to
         it, results of market research indicating that any market demand exists
         for the transactions contemplated by the Company.

         The Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger or acquisition
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.

9.       The Company's plan of operation may not permit diversification.

         The Company's proposed operations, even if successful, will in all
likelihood result in the Company engaging in a business combination with a one
limited business opportunity. Consequently, the Company's activities may be
limited to those engaged in by business opportunities which the Company merges
with or acquires. The Company's inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

10.      The Investment Company Act of 1940 creates a situation wherein the
         Company would be required to register and could be required to incur
         substantial additional costs and expenses.

         Although the Company will be subject to regulation under the 1934 Act,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.

11.      The present management of the Company most likely will not remain after
         the Company completes a business combination.

                                       7.

<PAGE>

         A business combination involving the issuance of the Company's Common
Stock will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in the Company. Any such business combination
may require management of the Company to sell or transfer all or a portion of
the Company's Common Stock held by them, and/or resign as members of the Board
of Directors of the Company. The resulting change in control of the Company
could result in removal of one or more present officers and directors of the
Company and a corresponding reduction in or elimination of their participation
in the future affairs of the Company.

12.      At the time the Company does any business combination, each shareholder
         will most likely hold a substantially lesser percentage ownership in
         the Company.

         The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued Common Stock of the Company would
result in reduction in percentage of shares owned by present and prospective
shareholders of the Company and may result in a change in control or management
of the Company.

13.      A blank-check company faces substantial additional adverse business and
         legal consequences.

         The Company may enter into a business combination with an entity that
desires to establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted for the
protection of investors.

14.      Federal and state tax consequences will, in all likelihood, be a major
         consideration in any business combination in which the Company may
         undertake.

         Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business

                                       8.

<PAGE>

combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.

15.      The requirement of audited financial statements may disqualify business
         opportunities.

         Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.

16.      If the Company issues additional or future shares, the present
         investors per share percentage interest in the Company may be diluted.

         Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then shareholders.

Plan of Operation

         The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and is not
currently engaged in any negotiations regarding any such acquisition. Although
the Company's officers and directors (also the majority shareholders) have
engaged in preliminary negotiations and discussions with representatives of
other companies regarding the possibility of an acquisition or merger between
the Company and such other company or a possible change of control, as of the
date of this Form 10-KSB, there are no agreements for any merger or acquisition
or change of control.

General Business Plan

         The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the advantages of a
company who has complied with the 1934 Act. The Company will not restrict its
search to any specific business, industry, or geographical location and the
Company may participate in a business venture of virtually any kind or nature.
This discussion of the proposed business is

                                       9.

<PAGE>

purposefully general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one potential business venture because the Company has nominal assets and
limited financial resources. This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

         The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.

         The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders.

         The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. 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 1934 Act reporting requirements, provided that he is
an officer and director of the Company when the obligation is incurred.

         It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate.

Acquisition of Opportunities

                                      10.

<PAGE>

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.

         While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code").

         The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

         The Company's present intent is that it will not acquire or merge with
any entity which cannot provide independent audited financial statements within
a reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 1934
Act. Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-KSB (or 10-K, as applicable).

Competition

                                      11.

<PAGE>

         The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Investment Company Act of 1940

         Although the Company will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, management believes the Company will
not be subject to regulation under the Investment Company Act of 1940 insofar as
the Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.

Employees

         The Company has no full time or part-time employees.

         None of the officers and directors anticipates devoting more than ten
(10%) percent of his or her time to Company activities. The Company's President
and Secretary have agreed to allocate a portion of said time to the activities
of the Company, without compensation. These officers anticipate that the
business plan of the Company can be implemented by their devoting minimal time
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.


Item 2.  DESCRIPTION OF PROPERTY.

         The Company has no properties and at this time has no agreements to
acquire any properties.

         The Company presently occupies office space supplied by

                                      12.

<PAGE>

a shareholder of the Company at 6767 Tropicana Avenue, Suite 207, Las Vegas,
Nevada 89103. This space is provided to the Company on a rent free basis, and it
is anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
arrangement will meet the Company's needs for the foreseeable future.


Item 3.  LEGAL PROCEEDINGS.

         There is no litigation pending or threatened by or against the Company.


Item 4.  SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS.

         There has been no matters submitted to the Company's security holders.


Item 5.  MARKET FOR COMMON COMPANY EQUITY AND RELATED STOCKHOLDER MATTER.

         (a) Market Price.

         On January 9, 2002, pursuant to a request by a broker-dealer, the NASD
Regulation, Inc. has cleared the broker-dealer's request for the Company's
securities to be quoted on the OTC Bulletin Board System.

         No active trading market has been established in the Company's Company
Stock as of the date of this Form 10-KSB.

         The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the

                                      13.

<PAGE>

risks of transactions in penny stocks. The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.

         For the initial listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $4 million or market capitalization of $50 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

         For continued listing in the NASDAQ SmallCap market, a company must
have net tangible assets of $2 million or market capitalization of $35 million
or a net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to

                                      14.

<PAGE>

dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities.

         (b) Holders.

         There are twenty five (25) holders of the Company's Common Stock. On
October 31, 1997, the Company issued 2,100,000, (as adjusted for a prior forward
stock split) of its Common Stock, for cash. Effective as of the opening of
business on November 25, 2002, the Company's Common Stock was "forward split"
via a stock dividend on a 8-for-1 basis. The effect was that there is nine (9)
shares held by each shareholder of record, the original share and 8 additional
shares. The 2,100,000 then outstanding shares of common stock is now 18,900,000
shares of Common Stock, $.001 par value. All of the issued and outstanding
shares of the Company's Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended.

         As of the date of this Form 10-KSB, all of the issued and outstanding
shares of the Company's Common Stock held by non-affiliates are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933, as amended,
subject to certain limitations included in said Rule. In general, under Rule
144, a person (or persons whose shares are aggregated), who has satisfied a one
year holding period, under certain circumstances, may sell within any
three-month period a number of shares which does not exceed the greater of one
percent of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity limitation
by a person who has satisfied a two-year holding period and who is not, and has
not been for the preceding three months, an affiliate of the Company.

         In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliates when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as affiliates selling
restricted or nonrestricted securities, are not considered to be engaged in a
distribution and, therefore, are not deemed to be underwriters as defined in
Section 2(11), if six conditions are met:

         (1)      Current public information must be available about the issuer
                  unless sales are limited to those made by nonaffiliates after
                  two years.

         (2)      When restricted securities are sold, generally there must be
                  a one-year holding period.


                                      15.

<PAGE>


         (3)      When either restricted or nonrestricted securities are sold by
                  an affiliate after one year, there are limitations on the
                  amount of securities that may be sold; when restricted
                  securities are sold by non-affiliates between the first and
                  second years, there are identical limitations; after two
                  years, there are no volume limitations for resales by
                  non-affiliates.

         (4)      Except for sales of restricted securities made by
                  nonaffiliates after two years, all sales must be made in
                  brokers' transactions as defined in Section 4(4) of the
                  Securities Act of 1933, as amended, or a transaction directly
                  with a "market maker" as that term is defined in Section
                  3(a)(38) of the 1934 Act.

         (5)      Except for sales of restricted securities made by
                  nonaffiliates after two years, a notice of proposed sale must
                  be filed for all sales in excess of 500 shares or with an
                  aggregate sales price in excess of $10,000.

         (6)      There must be a bona fide intention to sell within a
                  reasonable time after the filing of the notice referred to in
                  (5) above.

                  (c) Dividends.

         On November 14, 2002, the Company authorized the payment of a dividend
on the Common Stock of the Company, and the proper officers of the Company were
directed to issue and deliver to the shareholders of record on November 24,
2002, 8 shares for each 1 share held by said shareholders. The 2,100,000 shares
then outstanding became 18,900,000 shares of Common Stock. The Company has not
paid any cash dividends to date and has no plans to pay any cash dividends in
the immediate future..

                  (d) Application of California law.

         Section 2115 of the California General Corporation law provides that a
corporation incorporated under the laws of a jurisdiction other than California,
but which has more than one-half of its "outstanding voting securities" and
which has a majority of its property, payroll and sales in California, based on
the factors used in determining its income allocable to California on its
franchise tax returns, may be required to provide cumulative voting until such
time as the Company has its shares listed on certain national securities
exchanges, or designated as a national market security on NASDAQ (subject to
certain limitations). Accordingly, holders of the Company's Common Stock may be
entitled to one vote for each share of Common Stock held and may have cumulative
voting rights in the election

                                      16.

<PAGE>

of directors. This means that holders are entitled to one vote for each share of
common stock held, multiplied by the number of directors to be elected, and the
holder may cast all such votes for a single director, or may distribute them
among any number of all of the directors to be elected.

         Our existing directors who are also shareholders, acting in harmony,
will be able to elect all of the members of the board of directors even if
Section 2115 is applicable.


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         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.

         The Company has no current business activities and has no assets or
operations. The Company currently is not engaged in any 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 officers and
directors or others to meet any costs and expenses incurred.

         Since the Company has had no operating history nor any revenues or


                                      17.

<PAGE>

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.


Item 7.  FINANCIAL STATEMENTS.





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

                                FINANCIAL REPORTS

                                DECEMBER 31, 2002
                                DECEMBER 31, 2001





<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 - F-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 December 31, 2002 and 2001, and the related
statements of income, stockholders' equity, and cash flows for the years then
ended and the period October 24, 1997 (inception) through December 31, 2002.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Huile' Oil & Gas, Inc. (A
Development Stage Company) as of December 31, 2002 and 2001 and the results of
its operations and cash flows for the years then ended and the period October
24, 1997 (inception) through December 31, 2002, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



Kyle L. Tingle, CPA, LLC


January 24, 2003
Henderson, Nevada

                                      F-1

<PAGE>


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


                                                  December 31,    December 31,
                                                     2002             2001
                                                  ____________    ____________


                                     ASSETS
CURRENT ASSETS                                    $          0    $          0
                                                  ____________    ____________

    Total current assets                          $          0    $          0
                                                  ____________    ____________

          Total assets                            $          0    $          0
                                                  ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                              $          0    $      1,276
    Officers advances (Note 7)                          37,233          31,078
                                                  ____________    ____________

          Total current liabilities               $     37,233    $     32,354
                                                  ____________    ____________


STOCKHOLDERS' EQUITY
    Common stock: $.001 par value;
       authorized 25,000,000 shares;
       issued and outstanding:
       18,900,000 shares at December 31, 2001:    $               $     18,900
       18,900,000 shares at December 31, 2002;          18,900
    Additional Paid In Capital                               0               0
    Accumulated deficit during development stage       (56,133)        (51,254)
                                                  ____________    ____________

          Total stockholders' equity              $    (37,233)   $    (32,354)
                                                  ____________    ____________

          Total liabilities and
          stockholders' equity                    $          0    $          0
                                                  ============    ============

See Accompanying Notes to Financial Statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

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



                                                                                              Oct. 24, 1997
                                                           Year ended                        (inception) to
                                          December 31,     December 31,     December 31,      December 31,
                                                  2002             2001              2000             2002
                                         _____________     ____________     _____________     ____________
<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                        4,879            6,801            25,553           39,333
                                         _____________     ____________     _____________     ____________
          Operating (loss)               $      (4,879)    $     (6,801)    $     (25,553)    $    (39,333)

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

  Net (loss)                             $      (4,879)    $     (6,801)    $           0     $    (39,333)
                                         =============     ============     =============     ============

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

  Average number of shares
  of common stock outstanding               18,900,000       18,900,000        18,900,000       18,900,000
                                         =============     ============     =============     ============
</TABLE>


See Accompanying Notes to Financial Statements.

                                      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 split
  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)
                                                =============     ============     =============     ============

</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
                                                                                Year ended                        (inception) to
                                                               December 31,     December 31,      December 31,     December 31,
                                                                       2002             2001              2000             2002
                                                              _____________     ____________     _____________     ____________
<S>                                                           <C>               <C>              <C>               <C>

Cash Flows From
Operating Activities
    Net (loss)                                                $      (4,879)    $     (6,801)    $     (25,553)    $    (39,333)
    Adjustments to reconcile net (loss)
    to cash (used in) operating activities:
    Changes in assets and liabilities
    Increase (decrease ) in accounts payable                         (1,276)           1,276                 0                0
    Increase in officer advances                                      6,155            5,525            25,553           37,233
                                                              _____________     ____________     _____________     ____________

          Net cash (used in)
            operating activities                              $           0     $          0     $           0     $     (2,100)
                                                              _____________     ____________     _____________     ____________
Cash Flows From
Investing Activities                                          $           0     $          0     $           0     $          0
                                                              _____________     ____________     _____________     ____________
Cash Flows From
Financing Activities
    Issuance of common stock                                              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

Cash, beginning of period                                                 0                0                 0     $          0
                                                              _____________     ____________     _____________     ____________

Cash, end of period                                           $           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
                        DECEMBER 31, 2002, 2001 AND 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 December 31, 2002, 2001, and 2000.

INCOME TAXES

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

REPORTING ON COSTS FOR START-UP ACTIVITIES

Statement of Position 98-5 ("SOP 98-5), "Reporting on the Costs of Start-Up
Activities" which provides guidance on the financial reporting of start-up and
organization costs, requires most costs of start-up activities and organization
costs to be expensed as incurred. With the adoption of SPO 98-5, there has been
little to no effect on the Company's financial statements.


                                      F-6

<PAGE>


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

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 2,100,000 during 2002, 2001, 2000, and
since inception. As of December 31, 2002, 2001, and 2000, and since inception,
the Company had no dilutive potential common shares.


NOTE 3.  INCOME TAXES

There is no provision for income taxes for the period ended December 31, 2002,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset as of
December 31, 2002 is as follows:

         Net operating loss carry forward            $           39,333
         Valuation allowance                         $          (39,333)
                                                     -------------------

         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.

                                      F-7

<PAGE>


                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 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. 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 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         There have been no changes nor any disagreements with the accountants
or the accountant's findings.


Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The members of the Board of Directors of the Company serve until the
next annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:

                  NAME                    AGES       POSITION

                  Richard O. Hassan, Jr.   45        President/Director
                  25980 Forest Drive
                  Escondido, CA 92026

                  Tricia A. Willis         33        Secretary/Treasurer/
                  9087 S. Yosemite St.,                       Director
                  #1062
                  Fullerton, CA 92835


                                      18.


<PAGE>

                  Randall D. Kirwan        43        Director
                  8337 Sedan Avenue
                  West Hills, CA 91304

         The principal occupation and business experience during the last five
years for each of the present directors and executive officers of the Company
are as follows:

         RICHARD O. HASSAN, JR.

         Richard O. Hassan, Jr. is the President and a Director of the Company.
>From 1976 to the present Mr. Hassan has been a District Manager for McDonalds,
Inc. He is responsible for daily operations of several McDonald restaurants in
the San Diego area. Mr. Hassan has been in management with McDonalds for twenty
three years. Mr. Hassan holds a Bachelor of Arts from Puget Sound College in
Mathematics and Economics.

         TRICIA A. WILLIS

         Tricia A. Willis is the Secretary-Treasurer and a Director of the
Company. From 1997 through the present, Ms. Willis has been employed by AT&T
Local Services as a switch provisioner responsible for coordination of
residential switch translations in both DMS and 5ESS switches. From 1994 to 1997
Ms. Willis was employed by United Parcel Service as a preferred customer
associate, a liaison with preferred customers resolving shipping problems,
billing issues and up-selling products. In 1994 Ms. Willis was a customer
service representative for West Bank One responsible for new accounts, loan
functions and tellering.

         RANDALL D. KIRWAN

         Randall D. Kirwan is a Director of the Company. From 1995 to the
present, Mr. Kirwan has been a Senior Customer Engineer for Pivotal
Technologies, National Semiconductor - Digital Design Engineer; ComCore
Semiconductor - Engineer; AT&T/Lucent - Field Applications Engineer for the
Field Programmable Gate Array covering Northern Los Angeles and Arizona; Litton
Guidance & Control Systems - Senior Digital Electronics Design Engineer.

         The officers and directors may be deemed parents and promoters of the
Company as those terms are defined by the Securities Act of 1933, as amended.
All directors hold office until the next annual stockholders' meeting or until
their death, resignation, retirement, removal, disqualification, or


                                      19.

<PAGE>

until their successors have been elected and qualified. Officers of the Company
serve at the will of the Board of Directors.

         There are no agreements or understandings for any officer or director
of the Company to resign at the request of another person and none of the
officers or directors are acting on behalf of or will act at the direction of
any other person.

         The Company has checked the box provided on the cover page of this Form
to indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.


Item 10. EXECUTIVE COMPENSATION.

         None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this report
statement, the Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any agreement with the
Company.

         No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         (a)      Security Ownership of Certain Beneficial Owners.

         The following table sets forth the security and beneficial ownership
for each class of equity securities of the Company for any person who is known
to be the beneficial owner of more than five percent of the Company.


                                      20.

<PAGE>

                  Name and
                  Address of                  Amount and
                  Beneficial                  Nature of       Percent
Title of Class    Owner                       Ownership (*)   Of Class
___________________________________________________________________________

Common            Richard O. Hassan, Jr.       5,400,000      28.57%
                  25980 Forest Drive
                  Escondido, CA 92026

Common            Tricia A. Willis             4,500,000      23.80%
                  9087 S. Yosemite St., #1062
                  Fullerton, CA 92835

Common            Randall D. Kirwan            3,150,000      16.66%
                  8337 Sedan Avenue
                  West Hills, CA 91304

Common            All Officers and            13,050,000      69.03%
                  Directors as a Group
                  (three [3] individuals)

         (*) Record and Beneficial Ownership

         The total of the Company's outstanding Common Stock are held by 25
persons.

         (b)      Security Ownership of Management.

         The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of the Company.



                                      21.

<PAGE>

This page left blank


                                      22.
<PAGE>


                  Name and                   Amount and
                  Address                    Nature of        Percent
Title of Class    of Owner                   Ownership (*)    of Class
______________________________________________________________________

Common            Richard O. Hassan, Jr.       5,400,000       28.57%
                  25980 Forest Drive
                  Escondido, CA 92026

ommon             Tricia A. Willis             4,500,000       23.80%
                  9087 S. Yosemite St., #1062
                  Fullerton, CA 92835

Common            Randall D. Kirwan            3,150,000       16.66%
                  8337 Sedan Avenue
                  West Hills, CA 91304

Common            All Officers and            13,050,000       69.03%
                  Directors as a Group
                  (three [3] individuals)

         (*) Record and Beneficial Ownership


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.

         Richard O. Hassan, Jr. has agreed to provide the necessary funds,
without interest, for the Company to comply with the 1934 Act provided that he
is an officer and director of the Company when the obligation is incurred. All
advances will be interest-free.


Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

         There are no reports on Form 8-K incorporated herein by reference.

         The following document is filed as part of this report:

         23.1     Consent of Kyle L. Tingle, CPA.
         99.1     Certification of Richard O. Hassan, Jr.
         99.2     Certification of Tricia A. Willis

                                      23.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date: March 24, 2003          HUILE' OIL & GAS, INC.



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

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: March 24, 2003          HUILE' OIL & GAS, INC.



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


                                      24.

<PAGE>


                                     CERTIFICATIONS

I, Richard O. Hassan, certify that:


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

    2. Based on my knowledge, this annual 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 annual report;

    3. Based on my knowledge, the financial statements, and other financial
    information included in this annual 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 annual 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 15 d-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 annual report (the "Evaluation Date"); and

       (c) presented in this annual 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:

       (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
    annual 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.


                                              /s/ RICHARD O. HASSAN
                                              ___________________________
                                                  Richard O. Hassan, Jr.
                                                  President

Date: March 24, 2003


<PAGE>


I, Tricia A. Willis, certify that:

    1. I have reviewed this annual report on Form 10-KSB of Huile' Oil & Gas
    Inc.;

    2. Based on my knowledge, this annual 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 annual report;

    3. Based on my knowledge, the financial statements, and other financial
    information included in this annual 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 annual 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 15 d-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 annual 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 annual report (the "Evaluation Date"); and

       (c) presented in this annual 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:

       (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
    annual 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.


                                              /s/ TRICIA A. WILLIS
                                              ________________________
                                                  Tricia A. Willis
                                                  Treasurer

Date: March 24, 2003