<PAGE>

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, 2001

             / /  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, 2001, there were 2,100,000 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 is $-0-.

         State the registrant's revenues for the December 31, 2001
fiscal year: $-0-.



                                       2
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

Item 1.  Description of Business ............................................  4

Item 2.  Description of Property ............................................ 13

Item 3.  Legal Proceedings .................................................. 13

Item 4.  Submission of Matter to Vote of
         Security Holders ................................................... 13

Item 5.  Market for Common Registrant Equity and
         Related Stockholder Matter ......................................... 13

Item 6.  Management's Discussion and Analysis
         or Plan of Operation ............................................... 17

Item 7.  Financial Statements ............................................... 18

Item 8.  Changes in and Disagreements with
         Accountants on Accounting and Financial
         Disclosure ......................................................... 27

Item 9.  Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Exchange Act .................................. 27

Item 10. Executive Compensation ............................................. 28

Item 11. Security Ownership of Certain
         Beneficial Owners and Management ................................... 29

Item 12. Certain Relationships and
         Related Transactions ............................................... 30

Item 13. Exhibits and Reports on Form 8-K ................................... 30

         Signature .......................................................... 31


                                        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 Board of Directors of the
Company has elected to commence implementation of the Company's current
principal business purpose described below under "Item 2 - Plan of Operation."
The proposed business activities described herein may classify the Company as a
"blank check" company.

                  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:


                                        4
<PAGE>
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
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.


                                        5
<PAGE>
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 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
(the "1934 Act"), require companies subject thereto to provide certain
information about significant acquisitions,


                                        6
<PAGE>
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 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


                                        7
<PAGE>
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.

                  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, 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.


                                        8
<PAGE>
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 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 has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this Form 10-KSB.


                                        9
<PAGE>
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 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
she 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


                                       10
<PAGE>
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

                  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 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


                                       11
<PAGE>
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

                  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


                                       12
<PAGE>
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 an
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 and the Pink
Sheets, LLC "Pink Sheets." 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


                                       13
<PAGE>
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 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

                                       14
<PAGE>
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 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
forward stock split of its Common Stock, for cash. 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.


                                       15
<PAGE>
         (2)      When restricted securities are sold, generally there must be a
                  one-year holding period.

         (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.

                  The Company has not paid any dividends to date, and has no
plans to do so 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 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

                                       16
<PAGE>
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

                  The Company has no current business activities and has no
assets or operations. The Company is dependent upon its officers to meet any de
minimis costs which may occur.

                  Richard O. Hassan, Jr., an officer 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. There is no
assurance that the Company can identify such a business opportunity and
consummate such a business combination.


                                       17
<PAGE>
Item 7. Financial Statements.


                             HUILE' OIL & GAS, INC.

                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS



INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS                                                      19
-------------------------------------------------------------------------------
FINANCIAL STATEMENTS

  Balance Sheets                                                          20

  Statements of Income                                                    21

  Statements of Stockholders' Equity                                      22

  Statements of Cash Flows                                                23

  Notes to Financial Statements                                           24-25
-------------------------------------------------------------------------------



                                       18
<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, 2001 and 2000, 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, 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 December 31, 1999 were audited by other auditors whose has
ceased operations and whose report dated May 10, 2000, 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 December 31, 2001 and 2000 and the results of
its operations and cash flows for the years then ended and the period October
24, 1997 (inception) through December 31, 2001, in conformity with generally
accepted accounting principles.

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



Kyle L. Tingle, CPA, LLC


March 18, 2002
Henderson, Nevada


                                       19
<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     December 31,     December 31,
                                                            2001             2000
                                                            ----             ----
<S>                                                  <C>              <C>
                             ASSETS
CURRENT ASSETS                                          $      0         $      0
                                                        --------         --------
        Total current assets                            $      0         $      0
                                                        --------         --------
             Total assets                               $      0         $      0
                                                        ========         ========

            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable                                     $  1,276         $      0
   Officers advances (Note 7)                             31,078           25,553
                                                        --------         --------
        Total current liabilities                       $ 32,354         $ 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 December 31, 2001;                2,100
   Additional Paid In Capital                                  0                0
   Accumulated deficit during development stage          (34,454)         (27,653)
                                                        --------         --------
        Total stockholders' equity                      $(32,354)        $(25,553)
                                                        --------         --------
             Total liabilities and
             stockholders' equity                       $      0         $      0
                                                        ========         ========
</TABLE>


See Accompanying Notes to Financial Statements.


                                       20
<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,     December 31,    December 31,
                                         2001             2000             1999            2001
                                         ----             ----             ----            ----
<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               6,801           25,553                0          34,454
                                   ----------       ----------       ----------      ----------
       Operating (loss)            $   (6,801)      $  (25,553)      $        0      $  (34,454)

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

  Net (loss)                       $   (6,801)      $  (25,553)      $        0      $  (34,454)
                                   ==========       ==========       ==========      ==========

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

  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.


                                       21
<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                     Accumulated
                                                                                      (Deficit)
                                                                      Additional       During
                                              Common Stock             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
December 31, 2001                                                                       (6,801)
                                        ---------         -------     ------          --------
Balance, December 31, 2001              2,100,000         $ 2,100         $0          $(34,454)
                                        =========         =======     ======          ========
</TABLE>



See Accompanying Notes to Financial Statements.


                                       22
<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,    December 31,    December 31,
                                                       2001           2000            1999            2001
                                                       ----           ----            ----            ----
<S>                                             <C>            <C>             <C>             <C>
Cash Flows From
Operating Activities
   Net (loss)                                       $(6,801)       $(25,553)           $0          $(34,454)
   Adjustments to reconcile net (loss)
   to cash (used in) operating activities:
   Changes in assets and liabilities
   Increase (decrease ) in accounts payable           1,276               0             0             1,276
   Increase in officer advances                       5,525          25,553             0            31,078
                                                    -------        --------            --          --------
      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.


                                       23
<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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, 2001, 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.


                                       24
<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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.
Prior period information has been restated to reflect the stock split

The Company has not authorized any preferred stock.

Net loss per common share

Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,100,000 during 2001, 2000, 1999 and
since inception. As of December 31, 2001, 2000, 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 December 31, 2001,
due to the net loss and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's total deferred tax asset as of
December 31, 2001 is as follows:

<TABLE>
<S>                                              <C>
            Net operating loss carry forward     $ 34,454
            Valuation allowance                  $(34,454)
                                                 --------
            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.


                                       25
<PAGE>
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 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.



                                       26
<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.        44         President/Director
                  25980 Forest Drive
                  Escondido, CA 92026

                  Tricia A. Willis              32         Secretary/Treasurer/
                  9087 S. Yosemite St.,                    Director
                  #1062
                  Fullerton, CA 92835

                  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-


                                       27
<PAGE>
                  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
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.


                                       28
<PAGE>
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.

<TABLE>
<CAPTION>
                         Name and
                        Address of                   Amount and
                        Beneficial                   Nature of         Percent
Title of Class            Owner                      Ownership (*)     of Class
--------------------------------------------------------------------------------
<S>                 <C>                              <C>               <C>
Common              Richard O. Hassan, Jr.              600,000          28.57%
                    25980 Forest Drive
                    Escondido, CA 92026

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

Common              Randall D. Kirwan                   350,000          16.66%
                    8337 Sedan Avenue
                    West Hills, CA 91304

Common              All Officers and                  1,450,000          69.03%
                    Directors as a Group
                    (three [3] individuals)
</TABLE>

         (*) Record 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.


                                       29
<PAGE>
<TABLE>
<CAPTION>
                    Name and                       Amount and
                    Address                        Nature of            Percent
Title of Class      of Owner                       Ownership (*)        of Class
--------------------------------------------------------------------------------
<S>                 <C>                            <C>                  <C>
Common              Richard O. Hassan, Jr.            600,000             28.57%
                    25980 Forest Drive
                    Escondido, CA 92026

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

Common              Randall D. Kirwan                 350,000             16.66%
                    8337 Sedan Avenue
                    West Hills, CA 91304

Common              All Officers and                1,450,000             69.03%
                    Directors as a Group
                    (three [3] individuals)
</TABLE>

         (*) Record 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.



                                       30
<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 27, 2002                          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 27, 2002                          HUILE' OIL & GAS, INC.



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



                                       31