<PAGE>   1
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, 2000

       [ ]     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.)

      1105 Terminal Way, Suite 202
              Reno, Nevada                                89502
 -----------------------------------------             ----------
 (Address of principal executive offices)               (Zip code)

Issuer's telephone number: (775) 348-5708

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]

        As of December 31, 2000, there were 2,100,000 shares of the registrant's
Common Stock, $.001 par value, outstanding.
<PAGE>   2

        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, 2000 fiscal year:
$-0-.

<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----
<S>       <C>                                                                                             <C>
Item 1.   Description of Business .......................................................................  4

Item 2.   Description of Property ....................................................................... 15

Item 3.   Legal Proceedings ............................................................................. 15

Item 4.   Submission of Matter to Vote of Security Holders .............................................. 16

Item 5.   Market for Common Registrant Equity and Related Stockholder Matter ............................ 16

Item 6.   Management's Discussion and Analysis or Plan of Operation ..................................... 19

Item 7.   Financial Statements .......................................................................... 20

Item 8.   Changes in and Disagreements with Accountants on Accounting and Financial
          Disclosure .................................................................................... 29

Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with
          Section 16(a) of the Exchange Act ............................................................. 29

Item 10.  Executive Compensation ........................................................................ 30

Item 11.  Security Ownership of Certain Beneficial Owners and Management ................................ 32

Item 12.  Certain Relationships and Related Transactions ................................................ 33

Item 13.  Exhibits and Reports on Form 8-K .............................................................. 33

          Signature ..................................................................................... 33
</TABLE>

                                       3.
<PAGE>   4
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 and explore the property thereby
relieving the Company of any significant operating, exploration and development
costs in the future. A retention of a volumetric overriding 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 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. Any business combination or transaction
will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.

            In addition, the Company became a reporting company to enhance
investor protection and to provide information if a trading market commences. On
December 11, 1997, the National Association of Securities Dealers, Inc. (NASD)
announced that its Board of Governors had approved a series of proposed changes
for the Over The Counter ("OTC") Bulletin Board and the OTC market. The
principal changes, which was approved by the Securities and Exchange Commission
on or about January 5, 1999, allows only those companies that report their
current financial information to the Securities and Exchange Commission,
banking, or insurance

                                       4.
<PAGE>   5
regulators to be quoted on the OTC Bulletin Board.

Risk Factors

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

1.      No Operating History or Revenue and Minimal Assets. 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.      Scarcity of and 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 Agreement for a Business Combination or


                                       5.
<PAGE>   6
        Other Transaction - No Standards for 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 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.      Continued Management Control, Limited Time Availability. While seeking a
        business combination, management anticipates devoting up to ten hours
        per month to the business of the Company. 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.      There May Be Conflicts of Interest. Officers and directors of the
        Company 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 also 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.      Reporting Requirements May Delay or Preclude 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>   7
        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.      Lack of Market Research or Marketing Organization. The Company has
        neither conducted, nor have others made available to it, results of
        market research indicating that market demand exists for the
        transactions contemplated by the Company. Moreover, 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.      Lack of Diversification. The Company's proposed operations, even if
        successful, will in all likelihood result in the Company engaging in a
        business combination with a 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.     Regulation. 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.


                                       7.
<PAGE>   8
11.     Probable Change in Control and Management. A business combination
        involving the issuance of the Company's Common Shares 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 Shares 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.     Reduction of Percentage Share Ownership Following Business Combination.
        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 Shares 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.     Disadvantages of Blank Check Offering. 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.     Taxation. Federal and state tax consequences will, in all likelihood, be
        major considerations in any business combination 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.


                                       8.
<PAGE>   9
15.     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.     Dilution. 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.

17.     No Trading Market. There is no trading market for the Company's common
        stock at present, and there has been no trading market to date. There is
        no assurance that a trading market will ever develop or, if such market
        does develop, that it will continue. The Company intends to request a
        broker-dealer to make application to the NASD Regulation, Inc. to have
        the Company's securities traded on the OTC Bulletin Board or published
        in print and electronic media, or either, in the National Quotation
        Bureau LLC "Pink Sheet."

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 registration statement.

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


                                       9.
<PAGE>   10
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 may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

            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 and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

            The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in an Issuer who has complied with the 1934 Act without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The 1934 Act, specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the 1934 Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data which would


                                      10.
<PAGE>   11
support the benefits of a merger or acquisition transaction for the owners of a
business opportunity.

            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.

            The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.

            Management of the Company, while not especially experienced in
matters relating to the new business of the Company, will rely upon their own
efforts in accomplishing the business purposes of the Company. It is not
anticipated that any outside consultants or advisors will be utilized by the
Company to effectuate its business purposes described herein. However, if the
Company does retain such an outside consultant or advisor, any cash fee by such
party will need to be paid by the prospective merger acquisition candidate, as
the Company has no cash assets with which to pay such obligation. There have
been no contracts or agreements with any outside consultants and none


                                      11.
<PAGE>   12
are anticipated in the future.

            The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other advantages which the Company may offer. However, the Company does
not intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.

            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. Management has agreed among
themselves that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.

            The Company has no plans, proposals, arrangements, or understanding
with respect to the sale or issuance of additional securities prior to the
location of an acquisition or merger 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. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.


                                      12.
<PAGE>   13
            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. In some circumstances,
however, as a negotiated element of its transaction, the Company may agree to
register all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the surviving entity
after the Company has successfully consummated a merger or acquisition and the
Company is no longer considered a "shell" company. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future, if such a market develops, of which
there is no assurance.

            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"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

            As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

            With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or


                                      13.
<PAGE>   14
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. 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.

            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 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-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the 1934 Act, or if the audited
financial statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the discretion of the
present management of the Company. If such transaction is voided, the agreement
will also contain a provision providing for the acquisition entity to reimburse
the Company for all costs associated with the proposed transaction.

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.


                                      14.
<PAGE>   15
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 an
shareholder of the Company at 1105 Terminal Way, Suite 202, Reno, Nevada 89502.
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.


                                      15.
<PAGE>   16

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. The Company's Common Stock is not quoted at the
                present time.

            There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue. The Company has requested a broker-dealer to make application to the
NASD Regulation, Inc. to have the Company's securities traded on the OTC
Bulletin Board Systems or published, in print and electronic media, or either,
in the National Quotation Bureau LLC "Pink Sheets."

            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 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 trans action. 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


                                      16.
<PAGE>   17
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 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 Shares, 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.


                                      17.
<PAGE>   18
            As of the date of this registration statement, 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 circum stances, 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.

        (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


                                      18.
<PAGE>   19
                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.

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

            The Company has not commenced 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 and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the Securities Exchange Act of 1934, as amended, provided that he is
an officer and director of the Company when the obligation is incurred. All
advances are interest-free.

            In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business combina
tion. 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 assurance that the Company can
identify such a business opportunity and consummate such a business combination.


                                      19.
<PAGE>   20
Item 7. Financial Statements.

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

                                    CONTENTS

<TABLE>
<S>                                                                          <C>
INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS
FINANCIAL STATEMENTS                                                          21

   Balance Sheets                                                             22

   Statements of Income                                                       23

   Statements of Stockholders' Equity                                         24

   Statements of Cash Flows                                                   25

   Notes to Financial Statements                                           26-28
</TABLE>


                                      20.
<PAGE>   21
                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Huile' Oil & Gas, Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheet of Huile' Oil & Gas, Inc. (A
Development Stage Company) as of December 31, 2000 and the related statements of
income, stockholders' equity, and cash flows for the year then ended and the
period October 24, 1997 (inception) through December 31, 2000. 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 and 1998, 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, 2000 and the results of its
operations and cash flows for the year then ended and the period October 24,
1997 (inception) through December 31, 2000, in conformity with generally
accepted accounting principles.

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

Kyle L. Tingle
Certified Public Accountant

March 8, 2001
Henderson, Nevada


                                      21.
<PAGE>   22
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       December 31,     December 31,     December 31,
                                                           2000             1999             1998
                                                       ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>
                                             ASSETS

CURRENT ASSETS                                           $      0         $      0         $      0
                                                         --------         --------         --------
            Total current assets                         $      0         $      0         $      0
                                                         --------         --------         --------
                   Total assets                          $      0         $      0         $      0
                                                         ========         ========         ========

                               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Officers advances (Note 5)                          $ 25,553         $      0         $      0
                                                         --------         --------         --------
            Total current liabilities                    $ 25,553         $      0         $      0
                                                         --------         --------         --------

STOCKHOLDERS' EQUITY
     Common stock: $0.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        2,100,000 shares at December 31, 1998:           $                $                $  2,100
        2,100,000 shares at December 31, 1999;              2,100
        2,100,000 shares at December 31, 2000               2,100
     Additional Paid In Capital                                 0                0                0
     Accumulated deficit during development stage         (27,653)          (2,100)          (2,100)
                                                         --------         --------         --------
            Total stockholders' equity                   $(25,553)        $      0         $      0
                                                         --------         --------         --------
                    Total liabilities and
                    stockholders' equity                 $      0         $      0         $      0
                                                         ========         ========         ========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      22.
<PAGE>   23
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                         Oct. 24, 1997
                                          Year Ended      Year Ended     Year Ended     (inception) to
                                         December 31,     December 31,   December 31,    December 31,
                                             2000            1999            1998             2000
                                         ------------     -----------    ------------   ---------------
<S>                                      <C>              <C>            <C>            <C>
Revenues                                  $         0     $         0     $         0     $         0
Cost of revenue                                     0               0               0               0
                                          -----------     -----------     -----------     -----------
     Gross profit                         $         0     $         0     $         0     $         0
General, selling and
  administrative expenses                      25,553               0               0          27,653
                                          -----------     -----------     -----------     -----------
     Operating (loss)                     $   (25,553)    $         0     $         0     $   (27,653)
Nonoperating income (expense)                       0               0               0               0
                                          -----------     -----------     -----------     -----------
     Net (loss)                           $   (25,553)    $         0     $         0     $   (27,653)
                                          ===========     ===========     ===========     ===========
     Net (loss) per share, Basic
       and diluted (Note 2)               $     (0.01)    $      0.00     $      0.00     $     (0.01)
                                          ===========     ===========     ===========     ===========
     Average number of shares
       of common stock outstanding          2,100,000       2,100,000       2,100,000       2,100,000
                                          ===========     ===========     ===========     ===========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      23.
<PAGE>   24
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                     (Deficit)
                                                        Common Stock                Additional        During
                                                 ---------------------------         Paid-In        Development
                                                   Shares            Amount          Capital           Stage
                                                 ----------          -------        ----------      ------------
<S>                                              <C>                 <C>            <C>             <C>
Sale of 21,000,000 shares, Oct. 24, 1997          2,100,000          $ 2,100          $     0          $      0
Net (loss), December 31, 1997                        (2,100)
                                                 ----------          -------          -------          --------
Balance, December 31, 1997                        2,100,000          $ 2,100          $     0          $ (2,100)
Net (loss), December 31, 1998                             0
                                                 ----------          -------          -------          --------
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)
                                                 ==========          =======          =======          ========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      24.
<PAGE>   25
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                           Oct. 24, 1997
                                                            Year Ended    Year Ended        Year Ended     (inception) to
                                                           December 31,   December 31,     December 31,     December 31,
                                                               2000           1999              1998            2000
                                                           ------------   ------------     ------------    --------------
<S>                                                        <C>            <C>              <C>             <C>
Cash Flows From Operating Activities
    Net (loss)                                               $(25,553)        $  0              $  0          $(27,653)
    Adjustments to reconcile net (loss) to cash
    (used in) operating activities:
    Changes in assets and liabilities
    Officer advances                                           25,553            0                 0            25,553
                                                             --------         ----              ----          --------
         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
            and cash equivalents                             $      0         $  0              $  0          $      0

Cash and cash equivalents,
    beginning of period                                             0            0                 0                 0
                                                             --------         ----              ----          --------
Cash and cash equivalents, end of period                     $      0         $  0              $  0          $      0
                                                             ========         ====              ====          ========
</TABLE>

See Accompanying Notes to Financial Statements.


                                      25.
<PAGE>   26
                             HUILE' OIL & GAS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998

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, 2000, 1999, and 1998.

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.


                                      26.
<PAGE>   27
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998

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 2000, 1999, 1998, and
since inception. As of December 31, 2000, 1999, 1998 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, 2000,
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, 2000 is as follows:

<TABLE>
<S>                                                           <C>
                  Net operating loss carry forward            $ 27,653
                  Valuation allowance                         $(27,653)
                                                              --------
                  Net deferred tax asset                      $      0
</TABLE>

The net federal operating loss carry forward will expire between 2017 and 2020.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.


                                      27.
<PAGE>   28
                             HUILE' OIL & GAS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2000, 1999 AND 1998

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. It is the intent of the Company to seek a merger with an existing,
operating company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the company.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer 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.


                                      28.
<PAGE>   29

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

            On January 27, 2001, Barry L. Friedman, 1582 Tulita Drive, Las
Vegas, Nevada 89127, the principal accountant which had previously been engaged
to audit registrant's financial statements, died. Kyle Tingle, CPA, P.O. Box
50141, Henderson, Nevada 89016 has been engaged to audit registrant's financial
statements for the fiscal year ended December 31, 2001. Registrant does not
believe that there will be any disagreements with the findings of Barry L.
Friedman.

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:

<TABLE>
<CAPTION>
          Name                        Ages         Position
          ----                        ----         --------
<S>                                   <C>          <C>
          Richard O. Hassan, Jr.       42          President/Director
          25980 Forest Drive
          Escondido, CA 92026

          Tricia A. Willis             30          Secretary/Treasurer/
          9087 S. Yosemite St.,                    Director
          #1062
          Fullerton, CA 92835

          Randall D. Kirwan            41           Director
          8337 Sedan Avenue
          West Hills, CA 91304
</TABLE>

            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.


                                      29.
<PAGE>   30
            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
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.


                                      30.
<PAGE>   31
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.

            It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.

            It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensa tion is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insuffi cient cash available. The amount of such finder's fee cannot
be determined as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

            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.


                                      31.
<PAGE>   32
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                      Amount and
                            Address of                      Nature of
                            Beneficial                      Beneficial       Percent
Title of Class                 Owner                          Owner          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>

            The total of the Company's outstanding Common Shares 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.

<TABLE>
<CAPTION>
                             Name and                      Amount and
                            Address of                      Nature of
                            Beneficial                      Beneficial       Percent
Title of Class                 Owner                          Owner          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
</TABLE>


                                      32.
<PAGE>   33
<TABLE>
<S>                 <C>                                   <C>                <C>
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>

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 documents are filed as part of this report:

            23.1  Consent of Kyle Tingle, CPA.

                                   SIGNATURES

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this registration statement to be
signed on its behalf by the under signed, thereunto duly authorized.

Date: March 30, 2001                   HUILE' OIL & GAS, INC.

                                       By: /s/ Richard O. Hassan, Jr.
                                               ---------------------------------
                                               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 30, 2001                   HUILE' OIL & GAS, INC.

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


                                      33.