UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549




                                  FORM 10-KSB

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

                  For the fiscal year ended DECEMBER 31, 2001

                        Commission File Number: 0-33027


                           TEXAS NEVADA OIL & GAS CO.


             TEXAS                                    75-1779657
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
  incorporation or organization)


                                C/O Louis G. Mehr
                                1907 Tarpley Ct.
                                Katy, Texas 77493
                            Telephone: (281) 347-1221


Securities registered under Section 12(g) of the Act:   Common Stock, no par
                                                        value.

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

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

State  issuer's  revenues  for  its  most  recent  fiscal  year.  $ 0
                                                                  -----

The  aggregate market value of the voting common stock held by non-affiliates on
March  15,  2002,  based upon average bid and asked price of the common stock as
reported by the National Quotation Bureau, Inc. for such date, was approximately
N/A.

The  number  of shares outstanding of each of issuer's classes of common equity,
as  of  January  16, 2002 is 596,469 shares of no par value voting common stock.


<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

PLAN  OF  OPERATION

Texas  Nevada Oil & Gas Co. ("TNOG") is one of four wholly owned subsidiaries of
Unicorp,  Inc.  ("Unicorp"),  a  Nevada  corporation  subject  to  the  periodic
reporting  requirements  of the Securities Excahnge Act of 1934.  We were formed
in  June  1981  as a wholly owned Texas subsidiary of Unicorp for the purpose of
holding  and  operating  Unicorp's  mineral interests in the State of Texas.  We
have  had no revenues since 1991 when we ceased active operations and liquidated
our operating assets.  No material business operations have been conducted by us
since  1992.   All plans to raise capital to start a new business operation have
been  discontinued  and  abandoned.  Since  1992  our  activities have consisted
primarily  of  maintaining  our  corporate  status  through filing franchise tax
returns  and  paying franchise taxes.  We currently have only nominal assets. We
have  no  full-time  employees  and  own  no  real  estate.

Unicorp,  Inc. is a "blank check" or "shell" company whose current business plan
is  to  seek,  investigate, and, if warranted, acquire one or more properties or
businesses,  and  to  pursue  other  related  activities  intended  to  enhance
shareholder value.  In order to facilitate a potential merger for Unicorp and to
try  to  create multiple acquisition opportunities for its shareholders, in 2001
Unicorp  undertook  distributing  all  of the shares it owns in its wholly owned
subsidiaries,  Texas-Nevada  Oil  &  Gas  Co.  ("TNOG");  Marcap  International,
Inc.(formerly  Martex Trading Co., Inc.); Med-X Systems, Inc.; The Laissez-Faire
Group,  Inc.  and  all  of  its  8.7% interest in AZ Capital, Inc. in a pro rata
distribution  to  Unicorp  shareholders  (the  "Spin-offs").

Pursuant  to  that  plan,  On  March  23,  2001,  in order to defray some of the
expenses  of  the  Spin-off  of  TNOG and the other Unicorp Subsidiaries and the
expenses of their becoming  public reporting companies, estimated to be $75,000,
Unicorp,  its principal shareholder Equitable Assets Incorporated ("Equitable"),
and  TNOG  entered  into  an  agreement  with  Opportunity  Acquisition  Company
("Opportunity"),  an  unrelated Texas corporation which was wholly owned by John
F. Terwilliger, under which Opportunity agreed to pay the Costs up to $75,000 to
Equitable  in  consideration  for  Unicorp and Equitable's agreement to effect a
merger  of  TNOG  and  Opportunity  (the  "March  Agreement").  The  payment  to
Equitable  was in the form of a loan to Equitable evidenced by a promissory note
to be canceled upon consummation of the merger.  Subsequently Opportunity merged
with  and into Houston American Energy Corp ("Houston American") for the purpose
of causing the surviving public company in the merger with TNOG to be a Delaware
corporation.  As  a  result  of  this  merger  Houston American succeeded to the
rights  of  Opportunity  under the March agreement.  Houston American is engaged
in  the  oil  and  gas  exploration  and  production  business  in  Texas.

Under the terms of the March Agreement and subsequent amendments:

     1.   Unicorp  will  "spin-off"  TNOG  to  its  stockholders  and  TNOG will
          register  its  common  stock  on  Form  10-SB  in  accordance with the
          Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act").

     2.   Following  the  effective  registration  of  TNOG's  common  stock and
          completion of the spin-off, Houston American will merge (the "Merger")
          with  TNOG  through the exchange of 5% of its common stock for 100% of
          TNOG's  outstanding  common  stock.

     3.   Unicorp  and TNOG will prepare and send to the stockholders of Unicorp
          an information statement (the "Information Statement") required by the
          Exchange  Act  in  connection  with obtaining approval for the Merger.

     4.   Houston  American, in connection with the Information Statement and as
          part  of the Merger, will prepare a registration statement on Form S-4
          under  the  Securities  Act  of  1933 to register the Houston American
          common  stock  received  by  the  TNOG's  stockholders.

     5.   If  TNOG, Unicorp and Equitable Assets, the controlling stockholder of
          Unicorp,  comply  with  all  requirements  of the Transaction, Houston
          American  will  pay  up  to  $75,000  of  the costs of the Transaction
          through  cancellation of a promissory note that will be funded as part
          of  the  Transaction.

     6.   Houston  American's  management  and  directors  shall  become  the
          management  and  directors  of  the  combined  company.

The  terms  of  the  Agreement  with Opportunity were the result of arms' length
negotiations  between John F. Terwilliger, in his capacity as the then president
of  Opportunity,  and  Louis  G.  Mehr,  the president of TNOG and Unicorp.  Mr.
Terwilliger  approached  Mr.  Mehr  about the possibility of the merger after he
learned  of  the  potential  availability  of  TNOG.


<PAGE>
Other  than  the relationships described herein, there is no affiliation between
Houston  American,  Opportunity  Acquisition Company and John F. Terwilliger and
the  other  parties  to  the March Agreement, TNOG, Unicorp and Equitable Assets
Incorporated.

On July 31, 2001, Houston American and TNOG entered into a Plan and Agreement of
Merger  relating  to the merger, which was amended and restated as of August 31,
2001.  On  September  26, 2001 we entered into a definitive Amended and Restated
Plan  and  Agreement  of  Merger  (  subsequent  amendments the "Amendments" and
collectively  the  "Amended  Merger Agreement") with Houston American, which was
ratified  and approved by our sole director on November 12, 2001. The merger had
previously been approved by a number of TNOG's shareholders holding in excess of
two-thirds of the outstanding shares of TNOG common stock by executing a written
consent  in favor of the merger.   Upon the effectiveness of the merger, Houston
American  becomes  the  surviving entity, the separate existence of TNOG ceases,
and Houston American succeeds to all of TNOG's rights and properties and becomes
subject  to  all  of  TNOG's  debts  and  liabilities.

We  declared  a  596,469 for 1,000 forward common stock split effective November
12,  2001  ("Record  Date")  and  prior  to  the spin-off.  Our sole shareholder
Unicorp will be entitled to receive 596,469 shares of common stock for the 1,000
shares  of common stock owned on the Record Date.  No fractional share interests
will  be  created  as  a  result  of  this forward split.  The forward split was
authorized to fulfill a condition of closing the Merger into Houston American as
set  forth  in  the  Amended  Merger  Agreement  and this action did not require
shareholder  approval.

On  August  17,  2001  we  voluntarily  filed  a  Form  10-SB  to  register  the
distribution  of  our  shares  to  the  Unicorp  shareholders in compliance with
Corporate  Finance Staff Legal Bulletin No. 4 dated September 16, 1997 issued by
the  Division  of  Corporate  Finance  of  the  SEC ("Bulletin No. 4") regarding
spin-offs.  The filing incorporated an information statement for distribution to
the  Unicorp  shareholders  providing  information concerning the Spin-off.  Our
registration  statement  went  effective on November 16, 2001 and as a result of
filing  the registration statement, we are obligated to file with the Commission
certain  interim  and  periodic  reports  including  an annual report containing
audited  financial  statements.

SUBSEQUENT  EVENTS

On  January  17,  2002, we merged with and into Houston American pursuant to the
Amended  Merger  Agreement.

The  Amended  Merger Agreement is set forth as Exhibit 2.1 to our Form 8-K filed
November 16, 2001and is incorporated herein in its entirety by reference in this
report.  The  description  of  the  terms  and  provisions of the Amended Merger
Agreement  contained  in  this report is a summary only, and is qualified in its
entirety  by  reference  to  such  document.

Pursuant  to  the  Amended  Merger  Agreement, the Houston American stockholders
retain  their  current shares of Houston American common stock, par value $0.001
per  share ("Houston American Common Stock"), an aggregate of 11,403,414 shares,
and our shareholders will receive one share of Houston American Common Stock for
each  share  of  our  common  stock,  par  value  $0.001 per share ("TNOG Common
Stock"),  surrendered  to the Houston American. If all of our shareholders elect
to  surrender  their shares of TNOG Common Stock, Houston American will issue an
aggregate  of  596,469 shares of Houston American Common Stock (or approximately
4.97  percent  of  the  then  outstanding  shares)  to  TNOG's  shareholders.

As  the  surviving  entity  in  the merger, Houston American succeeded to all of
TNOG's  assets  and  liabilities  and  TNOG's  separate  existence  ceased.

Additionally,  Houston  American succeeded to TNOG's status as a fully reporting
public  company  under  the  Exchange  Act.  If  desired, additional information
regarding  the  merger can be found in Houston American's registration statement
on Form S-4 filed with the United States Securities and Exchange Commission (the
"SEC")  and  available  on  the  SEC's  Electronic Data Gathering, Analysis, and
Retrieval  system  (EDGAR), which registered the resale of (i) the shares of the
Houston American Common Stock to be issued to TNOG's shareholders as a result of
the  merger,  and  (ii)  the shares of the Houston American Common Stock held by
Houston  American's current stockholders other than John F. Terwilliger, Houston
American's  sole  director  and  executive  officer.

The  merger  of  TNOG with and into Houston American was approved by the written
consent of all of Houston American's stockholders and the written consent of the
holders  of  over  two-thirds of the outstanding TNOG Common Stock. There are no
material  relationships  between  TNOG or any of TNOG's shareholders and Houston
American,  Houston  American's  affiliates,  directors,  or  officers,  or  any
associate  of  Houston  American's  directors  or  officers.

Immediately prior to the Merger, we completed the distribution of 596,469 shares
of  our common stock to the Unicorp shareholders  as a dividend ("Distribution")
and  as  a  result of this Distribution ("spin-off") we became separate from and
were  no  longer  a  subsidiary  of  Unicorp.  Such  shares  were issued without
registration because the shares were a spin-off transaction not involving a sale
of our securities as described in Bulletin No. 4.  The Bulletin states the views
of the staff of the Division of Corporate Finance regarding whether Section 5 of
the  Securities  Act  of  1933,  as  amended  (the "Securities Act"), applies to
spin-offs.  The  Bulletin  states  that  the  staff  will  no  longer respond to
no-action  letter  requests about spin-off issues discussed in the Bulletin. The
Bulletin  states  that a subsidiary does not have to register the spin-off under
the  Securities  Act  if  the  following five conditions are met: (i) the parent


<PAGE>
shareholders  do not provide consideration; (ii) the spin-off is pro rata to the
parent  shareholders;  (iii)  the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and to the trading markets; (iv)
the  parent  has  a  valid  business  purpose;  and  (v) if the parent spins off
"restricted securities," it has held those securities for at least two years. We
believe  that  the  Distribution  meets  the  conditions  of  the  Bulletin.
Accordingly,  we  believe  the  shares  of  TNOG  Common  Stock  issued  in  the
Distribution  are  freely  transferrable, except for shares of TNOG Common Stock
received  by persons who may be deemed "affiliates" of TNOG under the Securities
Act.  Persons  who may be deemed to be affiliates of TNOG after the Distribution
generally  include  persons  that control, are controlled by or are under common
control with TNOG, and include executive officers and directors of TNOG, as well
as  any of its controlling shareholders. Persons who are affiliates of TNOG will
be  permitted  to  sell  shares  of  the  TNOG  Common Stock only pursuant to an
effective  registration  statement under the Securities Act or an exemption from
the  registration  requirements  of  the  Securities  Act.

Since  January  22, 2002, Houston American's common stock has been listed on the
OTC  Bulletin Board under the symbol "HUSA". From inception (January 1, 1999) to
January 21, 2002, our common stock was not publicly traded. However, as a result
of  the  Merger,  with the exception of the shares owned by John F. Terwilliger,
all of the issued and outstanding shares of Houston American's common stock were
registered  under the Securities Act of 1933 pursuant to Houston American's Form
S-4  Registration  Statement,  which  became  effective  on  December  17, 2001.

During the period from January 22, 2002 through March 14, 2002, the high and low
bid  prices  for  Houston  American's  common  stock  were  $0.75  and  $0.32,
respectively.  The foregoing quotations of the high and low bid price of Houston
American's  common  stock  reflect  inter-dealer  prices, without retail markup,
markdown  or  commission  and  may  not  represent  actual  transactions.

ADMINISTRATIVE  OFFICES

We  currently maintain a mailing address at 1907 Tarpley  Ct., Katy, Texas 77493
which  is the residence of our president, Louis G. Mehr. Other than this mailing
address,  we  do  not currently maintain any other office facilities, and do not
anticipate  the  need  for  maintaining  office  facilities  at  any time in the
foreseeable  future.  We  pay  no rent or other fees for the use of this mailing
address.  Our  telephone  number  is  (281)  347-1221.

EMPLOYEES

We  are  a  development  stage  company  and  currently  have no employees.  Our
management  expects  to use consultants, attorneys and accountants as necessary,
and  does  not anticipate a need to engage any full-time employees so long as we
are  seeking  and  evaluating  business opportunities.  We do not anticipate the
need  for  employees  prior  to  our  merger  with  Houston  American.

ITEM 2.     DESCRIPTION  OF  PROPERTY.

We  currently have no investments in real estate, real estate mortgages, or real
estate  securities,  and  do  not  anticipate making any such investments in the
future.  However,  our  policy  with respect to investment in real estate assets
could  be  changed  in  the  future  without  a  vote  of  security  holders.

ITEM 3.     LEGAL  PROCEEDINGS.

We  are  not  a  party  to  any  pending  legal  proceedings,  and no other such
proceedings  are  known  to  be  contemplated.

Except  as noted above, no director, officer or affiliate of the Company, and no
owner  of record or beneficial owner of more than 5.0% of our securities, or any
associate of any such director, officer or security holder is a party adverse to
us  or has a material interest adverse to us in reference to pending litigation.

ITEM 4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.


                                     PART II

ITEM 5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

As  of  December  31,  2001  we  had  596,469  shares of common stock issued and
outstanding all held by our parent Unicorp and there is no public trading market
for  our common stock. We have not declared any dividend and do not intend to do
so.  In the event that Unicorp is successful in distributing all of our stock to
its  shareholders,  we  will  have  596,569  shares  outstanding  held  by  995
shareholders  all of whom would hold at least 100 shares. We have no outstanding
options  or  warrants.


<PAGE>
Common  Stock

We  are authorized to issue  200,000,000 shares of no par value Common Stock and
each  record  holder  is entitled to one vote for each share held on all matters
properly  submitted to the shareholders for their vote. Election of Directors is
by  plurality of the votes cast s. In all other matters, the action are approved
if  the  number  of votes cast in favor of the action exceed the number of votes
cast  in  opposition  to  the  action.

Holders of Common Stock have no preemptive, conversion or redemptive rights. All
of  the  issued  and  outstanding  shares  of Common Stock are, and all unissued
shares  will  be  when  issued, duly authorized, validly issued, fully paid, and
nonassessable.  To the extent that additional shares of the our Common Stock are
issued,  the  relative  interests  of then existing shareholders may be diluted.

Dissenter's  rights.  Under  current  Texas  law,  a  shareholder  is  afforded
dissenters'  rights  which  if properly exercised may require the corporation to
repurchase  its  shares.  Dissenters'  rights  commonly  arise  in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales,  liquidating  distributions,  and  certain  amendments  to  the company's
certificate  of  incorporation.

Preferred  Stock

We  are  authorized to issue 50,000,000 shares of preferred stock, no par value.
The  preferred  stock may be issued from time to time by the directors as shares
of  one  or  more  series. The description of shares of each series of preferred
stock,  including  any  preferences, conversion and other rights, voting powers,
and  conditions  of  redemption  must be set forth in resolutions adopted by the
directors.  We  have  no  shares  of  Preferred  Stock  issued  and outstanding.

Our Transfer Agent is Atlas Stock Transfer Corporation, 5899 South State Street,
Salt  Lake  City,  Utah  84107,  (801) 266-7151,  fax  (801) 262-0907.

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

LIQUIDITY  AND  CAPITAL  RESOURCES

TNOG remains in the development stage and has significant liquidity problems and
has no meaningful capital resources or stockholder's equity.  We have no current
assets  and  no  liabilities.  We have had no material business operations since
1991  and  no  revenues  since  1991. During these periods we have engaged in no
significant  operations  other  than  organizational  activities, acquisition of
capital  and preparation for registration of our securities under the Securities
Exchange  Act  of 1934, as amended.  No revenues were received by us during this
period.  We anticipate that until the Merger with Houston American is completed,
we  will  not  generate  revenues and may operate at a loss after completing the
Merger,  depending  upon  the  performance  of  Houston  Amercian.

IMPACT  OF  MERGER  WITH  HOUSTON  AMERICAN

General

Houston  American  Energy  Corp.  is  an  oil and gas exploration and production
company.  Currently, Houston American's business activities are conducted in the
State  of  Texas.

Results  of  Operations

Since  inception  on  April  2,  2001 to December 31, 2001, Houston American has
incurred an operating loss of $932,620, which included a write down in the value
of  its  oil  and  gas  properties of $574,331 as a result of the findings of an
independent  reserve  report  conducted  as  of December 31, 2001. The Company's
revenues  during  that  period were approximately $14,814 and its total expenses
were  $373,103,  excluding  the  amount of the write down. The total expenses of
$373,103  included  $203,400  of  non-recurring  expenses  related  to  the  its
formation  and  the  process  of  taking  the  Company  public.

Liquidity  and  Capital  Resources

Houston  American's  Management  anticipates that its current financing in place
will  meet  its anticipated objectives and business operations for approximately
the  next  12  months.  For  that  period,  its  management anticipates that its
committed  share  of the costs associated with drilling, completing, testing and
connecting  its  fourth  well  will be approximately $800,000. Additionally, its
management  is  currently  evaluating several producing property acquisitions as
well  as  several  drilling  prospects. Over the next few months, its management
expects  Houston  American to enter into definitive agreements on one or more of
these  projects,  subject  to  its  ability to obtain adequate financing at that
time.


<PAGE>
As  discussed  by  the  Houston  American's accountants in the audited financial
statements  included  in  Item  7 of Houston American's Form 10-KSB for the year
ended  December 31, 2001, filed on March 27, 2002, with the SEC and available on
the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR), its
revenue  is  currently insufficient to cover its costs and expenses. In addition
to  the  income received from its wells, John F. Terwilliger, Houston American's
sole  director  and  executive  officer, continues to loan the company the funds
needed  to  continue  its  operations.  To the extent Houston American's revenue
shortfall  exceeds Mr. Terwilliger's willingness and ability to continue loaning
it  the  funds needed for its operations, its management anticipates raising any
necessary capital from outside investors coupled with bank or mezzanine lenders.
As  of  March  22,  2002, Houston American has not entered into any negotiations
with  any  third  parties  to  provide  such  capital.

ITEM 7.     FINANCIAL  STATEMENTS.

See following pages.


<PAGE>



                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                   ----------




                              FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                FOR THE YEAR ENDED DECEMBER 31, 2001, AND FOR THE
        PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE, JANUARY 1, 1999,
                              TO DECEMBER 31, 2001


<PAGE>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                TABLE OF CONTENTS

                                   ----------

                                                      PAGE(S)
                                                      -------

Report of Independent Accountants                        1

Balance Sheet as of December 31, 2001                    2

Statements of Operations for the years ended
  December 31, 2001 and 2000, and for the period
  from inception of the development stage,
  January 1, 1999, to December 31, 2001                  3

Statements of Stockholder's Equity for the years
  ended December 31, 2001 and 2000, and for the
  period from inception of the development stage,
  January 1, 1999, to December 31, 2001                  4

Statements of Cash Flows for the years ended
  December 31, 2001 and 2000, and for the period
  from inception of the development stage,
  January 1, 1999, to December 31, 2001                  5

Notes to Financial Statements                          6-9


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



Board of Directors and Stockholder
Texas Nevada Oil & Gas Co.


We  have audited the accompanying balance sheet of Texas Nevada Oil & Gas Co. (a
corporation  in  the  development stage) as of December 31, 2001 and the related
statements  of operations, stockholder's equity and cash flows for the two years
in  the  period  then ended and for the period from inception of the development
stage,  January  1,  1999, to December 31, 2001.  These financial statements are
the  responsibility  of  the  Company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Texas Nevada Oil & Gas Co. as
of  December  31, 2001, and the results of its operations and its cash flows for
the  two years in the period then ended and for the period from inception of the
development  stage,  January  1,  1999, to December 31, 2001, in conformity with
generally  accepted  accounting  principles.



                                     /s/  Ham, Langston & Brezina, L.L.P.


Houston, Texas
April 10, 2002


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

                                   ----------


     ASSETS
     ------
<S>                                                <C>
Current assets                                     $     -
                                                   --------
    Total assets                                   $     -
                                                   ========


LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------

Current liabilities                                $     -
                                                   --------
    Total liabilities                                    -
                                                   --------

Commitments and contingencies

Stockholder's equity:
  Preferred Stock:  no par value; 50,000,000
    shares authorized; no shares issued and
    outstanding                                          -
  Common stock:  no par value; 200,000,000
    shares authorized; 596,469 shares issued and
    outstanding                                      1,000
  Losses accumulated during the development stage   (1,000)
                                                   --------
    Total stockholder's equity                           -
                                                   --------
      Total liabilities and stockholder's
        equity                                     $     -
                                                   ========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF OPERATIONS

                                   ----------


                                                                             INCEPTION,
                                                                             JANUARY 1,
                                                 YEAR ENDED DECEMBER 31,      1999, TO
                                               --------------------------   DECEMBER 31,
                                                  2001          2000            2001
                                               -----------  -------------  --------------
<S>                                            <C>          <C>            <C>
General and administrative expense             $         -  $           -  $       1,000
                                               -----------  -------------  --------------
Net loss                                       $         -  $           -  $      (1,000)
                                               ===========  =============  ==============
Basic and dilutive net loss per common share   $         -  $           -
                                               ===========  =============
Weighted average common shares outstanding
  (basic and dilutive)                             596,469        596,469
                                               ===========  =============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                       STATEMENTS OF STOCKHOLDER'S EQUITY
            FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000, AND FOR
              THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE,
                      JANUARY 1, 1999, TO DECEMBER 31, 2001

                                   ----------


                                                                      LOSSES
                                                                    ACCUMULATED
                                                                    DURING THE
                                             COMMON STOCK           DEVELOPMENT
                                          SHARES        AMOUNT         STAGE       TOTAL
                                       ------------  ------------  -------------  --------
<S>                                    <C>           <C>           <C>            <C>
Balance at inception, January 1, 1999             -  $          -  $          -   $     -

Organizational services performed by
  the Parent considered effective
  January 1, 1999                             1,000         1,000             -     1,000

Net loss                                          -             -        (1,000)   (1,000)
                                       ------------  ------------  -------------  --------

Balance at December 31, 1999                  1,000         1,000        (1,000)        -

Net loss                                          -             -             -         -
                                       ------------  ------------  -------------  --------

Balance at December 31, 2000                  1,000         1,000        (1,000)        -

Net loss                                          -             -             -         -
                                       ------------  ------------  -------------  --------

Balance at December 31, 2001                  1,000  $      1,000  $     (1,000)  $     -
                                       ============  ============  =============  ========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                            STATEMENTS OF CASH FLOWS

                                   ----------


                                                                            INCEPTION,
                                                                            JANUARY 1,
                                                YEAR ENDED DECEMBER 31,      1999, TO
                                              --------------------------   DECEMBER 31,
                                                 2001          2000            2001
                                              -----------  -------------  --------------
<S>                                           <C>          <C>            <C>
Cash flows from operating activities:
  Net loss                                    $         -  $           -  $      (1,000)
  Adjustment to reconcile net loss to net
    cash used in operating activities:
    Common stock issued for services                    -              -          1,000
                                              -----------  -------------  --------------
        Net cash provided by operating
          activities and net increase in
          cash and cash equivalents                     -              -              -

Cash and cash equivalents, beginning of year            -              -              -
                                              -----------  -------------  --------------

Cash and cash equivalents, end of year        $         -  $           -  $           -
                                              ===========  =============  ==============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      -5-
<PAGE>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                          NOTES TO FINANCIAL STATEMENTS

                                   ----------


1.   DESCRIPTION  OF  BUSINESS
     -------------------------

     Texas  Nevada  Oil  &  Gas Co. (the "Company") was incorporated on June 15,
     1981  in  the  state of Texas . The Company is a wholly-owned subsidiary of
     Unicorp,  Inc.  (the "Parent") and was originally formed for the purpose of
     holding and operating the Parent's mineral interests in the State of Texas.
     The  Company  has not been engaged in any significant activities since 1991
     when  it  ceased active operations and liquidated its operating assets. The
     Company is now considered a development stage enterprise because it has not
     yet commenced new commercial operations and because its current efforts are
     focused  almost  entirely  on  corporate  structure  and  capital  raising
     activities.

     The  date of inception of the development stage of the Company for purposes
     of  financial  reporting is considered to be January 1, 1999, because on or
     about that date management began planning future activities for the dormant
     Company.  Accordingly, in accordance with Statement of Financial Accounting
     Standards  #1,  Accounting  and Reporting by Development Stage Enterprises,
                     ----------------------------------------------------------
     the  accompanying  financial  statements  include  cumulative  amounts from
     January  1,  1999,  the  inception  of  the  development  stage.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     CASH AND CASH EQUIVALENTS
     -------------------------

     Cash  and  cash equivalents include all cash balances and any highly liquid
     short-term  investments  with an original maturity of three months or less.

     INCOME  TAXES
     -------------

     The  Company  uses  the asset and liability method of accounting for income
     taxes.  Under  the  asset  and  liability  method,  deferred tax assets and
     liabilities  are  recognized  for  the  estimated  future  tax consequences
     attributable  to  differences  between  the  financial  statement  carrying
     amounts  of existing assets and liabilities and their respective tax bases.
     This  method  also  requires the recognition of future tax benefits such as
     net  operating  loss  carryforwards, to the extent that realization of such
     benefits  is  more likely than not. Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable income in the
     years  in which those temporary differences are expected to be recovered or
     settled.  The  effect on deferred tax assets and liabilities of a change in
     tax rates is recognized in income in the period that includes the enactment
     date.

     NET  LOSS  PER  COMMON  SHARE
     -----------------------------

     Basic  and  dilutive net loss per common share for the years ended December
     31,  2001  and 2000 have been computed by dividing net loss by the weighted
     average  number of shares of common stock outstanding during these periods.

     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.


                                    Continued

                                      -6-
<PAGE>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     ----------------------------------------------------------

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes fair value information in the notes to the financial
     statements  when  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

     COMPREHENSIVE  INCOME
     ---------------------

     The Company has adopted Statement of Financial Accounting Standard ("SFAS")
     No.  130,  "Reporting  Comprehensive Income". Comprehensive income includes
     such  items  as unrealized gains or losses on certain investment securities
     and  certain  foreign  currency  translation  adjustments.  The  Company's
     financial  statements  include  none of the additional elements that affect
     comprehensive  income. Accordingly, comprehensive income and net income are
     identical.

     SEGMENT  INFORMATION
     --------------------

     The  Company  has  adopted  SFAS  131,  "Disclosures  About  Segments of an
     Enterprise  and  Related  Information".  SFAS  131  requires  a  company to
     disclose  financial  and  other  information,  as defined by the statement,
     about its business segments, their products and services, geographic areas,
     major  customers,  revenues,  profits,  assets  and  other information. The
     Company  currently  operates in only one business segment and does not have
     geographically  diversified  business  operations.

     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
     --------------------------------------------

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards ("SFAS") No. 141, "Business
     Combinations",  and  No.  142, "Goodwill and Other Intangible Assets". SFAS
     No. 141 requires all business combinations initiated after June 30, 2001 be
     accounted  for  using  the  purchase  method.  In  addition,  companies are
     required  to  review  goodwill and intangible assets reported in connection
     with  prior  acquisitions,  possibly  disagregate  and  report  separately
     previously  identified  intangible  assets, and in certain cases reclassify
     certain  intangible  assets  into  goodwill.  SFAS  No.  142 eliminates the
     amortization  of  goodwill  and requires that goodwill be reviewed annually
     for  impairment.  SFAS  No.  142  also  requires  that  the useful lives of
     previously  recognized  intangible  assets  be reassessed and the remaining
     amortization periods be adjusted accordingly. SFAS No. 142 is effective for
     fiscal years beginning after December 15, 2001 and affects all goodwill and
     other  intangible  assets  recorded  on the Company's balance sheet at that
     date,  regardless  of  when  the  assets  were  initially  recorded.  The
     implementation of SFAS No. 141 and SFAS No. 142 is not expected to have any
     impact  on  the  Company's  results  of  operations  or financial position.

     In  June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for Asset
     Retirement  Obligations".  SFAS  No. 143 addresses accounting and reporting
     for  obligations  associated  with  the  retirement  of tangible long-lived
     assets  and  the  associated  asset  retirement  costs.  This  statement is
     effective  for  fiscal  years  beginning  after  June  15,  2002.  The
     implementation  of  SFAS  No. 143 is not expected to have any impact on the
     Company's  results  of  operations  or  financial  position.

     In  July  2001,  the  FASB  issued SFAS No. 144, "Impairment or Disposal of
     Long-Lived  Assets",  which  is  effective for fiscal years beginning after
     December  15,  2001.  The  provisions  of  this  statement provide a single
     accounting model for impairment of long-lived assets. The implementation of
     SFAS No. 144 is not expected to have any impact on the Company's results of
     operations  or  financial  position.


                                    Continued

                                      -7-
<PAGE>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------


3.   INCOME  TAXES
     -------------

     The  tax  effects  of  temporary differences that give rise to deferred tax
     assets  at  December  31,  2001  are  as  follows:

       Net  operating  loss  carryforward     $      150
                                              -----------
         Total  gross  deferred  tax  assets         150

       Less  valuation  allowance                   (150)
                                              -----------

       Net  deferred  tax  assets             $        -
                                              ===========


4.   STOCKHOLDERS'  EQUITY
     ---------------------

     On  November  12,  2001,  the  Company declared a 596,469 for 1,000 forward
     stock  split.  This  stock  split  has  been  reflected  in these financial
     statements  and  all  references  to  common  stock outstanding, additional
     paid-in  capital, weighted average shares outstanding and per share amounts
     have  been  restated  to  reflect this forward stock split on a retroactive
     basis.


5.   MERGER  WITH  HOUSTON  AMERICAN  ENERGY  CORP.  ("HOUSTON AMERICAN")
     --------------------------------------------------------------------

     On  March  23, 2001, the Company entered into an agreement with the Parent,
     the  controlling  stockholder  of  the  Parent, and Opportunity Acquisition
     Company  ("Opportunity")  under  which  the  Company  agreed  to merge with
     Opportunity  in a transaction (the "Transaction") that will be treated as a
     recapitalization  of Opportunity. Under the Transaction, the parties agreed
     to  the  following:

          -    The  Parent  will  "spin-off" the Company to its stockholders and
               promptly  thereafter the Parent and the Company will register the
               Company's  common  stock  on  Form  10-SB  in accordance with the
               Securities Exchange Act of 1934, as amended (the "Exchange Act").

          -    Following  the  completion  of  the  spin-off  and  effective
               registration  of  the  Company's  common  stock, Opportunity will
               merge  (the "Merger") with the Company through the exchange of 5%
               of  its  common  stock  for  100%  of the Company's common stock.

          -    The  Company  and  the  Parent  will  prepare  and  send  to  the
               stockholders  of  the  Parent  an  information  statement  (the
               "Information  Statement")  required  by  the  Exchange  Act  in
               connection  with  obtaining  approval  for  the  Merger.

          -    Opportunity,  in connection with the Information Statement and as
               part of the Merger, will prepare a registration statement on Form
               S-4  under the Securities Act of 1933 to register the Opportunity
               common  stock  received  by  the  Company's  stockholders.

          -    If the Company, the Parent and the controlling stockholder of the
               Parent  comply  with  all  requirements  of  the  Transaction,
               Opportunity  will  pay  up  to  $75,000  of  the  costs  of  the
               Transaction  through  cancellation  of  a $75,000 promissory note
               that  was  originated  as  part  of  the  Transaction.

          Subsequent  to  the  Transaction,  Opportunity  merged  with  and into
          Houston  American,  a  Delaware  corporation  engaged  in  oil and gas
          exploration  and  production  in  Texas,  and Houston American assumed
          Opportunity's  rights  in  the  Transaction.


                                    Continued

                                      -8-
<PAGE>
                           TEXAS NEVADA OIL & GAS CO.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)
                    NOTES TO FINANCIAL STATEMENTS, CONTINUED

                                   ----------


5.   MERGER WITH HOUSTON AMERICAN ENERGY CORP. ("HOUSTON AMERICAN"), CONTINUED
     -------------------------------------------------------------------------

     On  July 31, 2001, Houston American and the Company entered into a Plan and
     Agreement  of Merger relating to the merger, which was amended and restated
     as  of  August  31,  2001. On September 26, 2001 the Company entered into a
     definitive Amended and Restated Plan and Agreement of Merger and on January
     17,  2002,  the  merger  was  completed.


                                      -9-
<PAGE>
ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE.

We had no disagreements with Ham, Langston & Brezina, L.L.P., Houston, Texas our
independent  accountants  and they have not resigned, been dismissed or declined
to  stand  for  re-election.

                                    PART III

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

The  directors  and  executive  officers  currently  serving  the Company are as
follows:

     NAME             AGE    POSITION                        POSITION HELD SINCE
     ----             ---    --------                        -------------------
     Louis G. Mehr     69    President, Director                    March,  2000
     John Marrou       61    Secretary, Chief Financial Officer      March, 2000

The  director  named  above  will  serve  until  the next annual meeting of our
stockholders.  Thereafter,  directors  will be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the pleasure
of  the  board  of  directors,  absent  any  employment agreement, of which none
currently  exists  or  is contemplated. There is no arrangement or understanding
between  any of our directors or officers and any other person pursuant to which
any  director  or  officer  was  or  is to be selected as a director or officer.

The  directors  and  officers  will  devote  their time to our affairs on an "as
needed"  basis, which, depending on the circumstances, could amount to as little
as two hours per month, or more than forty hours per month, but more than likely
will  fall  within  the  range  of  five  to  ten  hours  per  month.

Biographical  Information

LOUIS  MEHR,  President  and  sole  director, received his L.L.B. from the South
Texas  College  of Law in 1962.  Mr.  Mehr has been retired from the practice of
law  for  over  five  years  and  is not currently licensed to practice law.  In
addition  to  serving as the sole director and executive officer of Unicorp, Mr.
Mehr  is  also  currently  president and sole director of  Marcap International,
Inc.(formerly  Martex Trading Co., Inc.); Med-X Systems, Inc.; The Laissez-Faire
Group,  Inc.;  and  AZ  Capital,  Inc.  Marcap,  Med-X,  and  Laissez-Faire  are
currently 100% owned subsidiaries of Unicorp and Unicorp owns approximately 8.7%
of  the  outstanding  stock  of  AZ  Capital,  all of which are "blank check" or
"shell"  companies  whose  current  business  plan  is  seeking  to identify and
complete  a  merger or acquisition with a private entity whose business presents
an  opportunity  for  its shareholders.  Mr. Mehr also serves as president and a
director of Texas Arizona Mining Company; Equitable Assets Incorporated; and LGM
Capital,  Inc., all private companies.  None of the above companies is currently
engaged  in  the  active  conduct  of  business  operations.

JOHN  MARROU,  Secretary  and  Chief  Financial  Officer.   Mr.  Marrou has been
involved  in the practice of accounting  for the past  thirty years, and for the
past five years has been a self-employed accountant serving small businesses and
individuals.  He  works  on  a  professional fee contract basis and his practice
includes  issuing  opinions  on  financial  statements  as  a  CPA to installing
computerized  systems  ,  maintaining  computerized  business records, preparing
individual  and  business  tax  returns,  representation  of  clients before the
Internal  Revenue  Service,  and  advising  with  respect  to  periodic  filing
requirements  under  the  Exchange  Act  of  1934.

Our  officers  and  directors may establish additional blind pool or blank check
companies in the future. These blank check companies will be in competition with
us  for  prospective  companies  to  acquire.

Compliance  With  Section  16(a)  of  the  Exchange  Act.

Louis  G. Mehr, our president and sole director, and John Marrou, our secretary,
did  not  file  Form  3's  during  the  calendar  year ending December 31, 2001.
EquitableAssets  Incorporated  and  Louis  G.  Mehr  its  owner, each holders of
474,589 shares or 79.6% of our common did not file Form 3's during the  calendar
year  ending December 31, 2001.  These filing deficiencies are bing corrected at
the  present  time.
ITEM 10.  EXECUTIVE  COMPENSATION.

No officer or director received any remuneration from us during the fiscal year.
Until  we  acquire  additional  capital,  it is not intended that any officer or


<PAGE>
director  will  receive  compensation  from  us  other  than  reimbursement  for
out-of-pocket  expenses  incurred  on our behalf. See "Certain Relationships and
Related  Transactions."  We  have  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs  in  the  future.

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

The  following  table  sets forth, as of the end of our most recent fiscal year,
the  number  of  shares  of  Common  Stock  owned  of record and beneficially by
executive  officers,  directors  and  persons  who  hold  5.0%  or  more  of our
outstanding  Common  Stock.  Also  included are the shares held by all executive
officers  and  directors  as  a  group.


                                  SHARES BENEFICIALLY OWNED
Beneficial Owner                    Number         Percent
------------------------------  ---------------  ------------

Unicorp, Inc.                        596,469             100%
1907 Tarpley Ct.
Katy, Texas 77493

Equitable Assets Incorporated        474,589(1)         79.6%
Louis G. Mehr
1907 Tarpley Ct.
Katy, Texas 77493

Louis G.  Mehr (3)                   474,589(2)         79.6%
1907 Tarpley Ct.
Katy, Texas 77493

All officers and directors           474,589(2)         79.6%
  as a group (2 persons)(3)

     (1)  Unicorp,  Inc.  is our parent and holds 100% of our outstanding common
          stock.
     (2)  Includes  474,589  shares  held of record by Unicorp. Equitable Assets
          Incorporated("Equitable"),  a  Belize  corporation,  is  the holder of
          record  of  79.6%  of  the  outstanding  shares  of  Unicorp.
     (3)  Includes 474,589 shares held of record by Equitable. Equitable was one
          hundred  percent  (100%)  owned  by  the First Madison Trust("FMT"), a
          Belize  personal  trust.  The settlor and beneficiary of the trust was
          John Avilez, a Belize citizen, who is now deceased. Mr. Avilez died on
          April  4,  2000.  It  is assumed that Mr. Avilez's estate succeeded as
          beneficiary  of  FMT.  Mr. Avilez was a lawyer in Belize. As of March,
          2002, Louis G. Mehr, our president, acquired control of Equitable. Mr.
          Mehr  also  serves  as  president  of  Unicorp  and  Equitable.
     (4)  The  person  listed  is  an  officer,  a  director, or both, of Med-X.

ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Indemnification  of  Officers  and  Directors

We  have  agreed  to  indemnify our officers and directors to the maximum extent
permitted  or required under applicable law. Texas corporation law permits us to
indemnify  our directors and officers for liabilities for liabilities, costs and
expenses  that  such  persons  may incur as a result of actions they may take in
performing  their  duties  as officers and directors. In order to be indemnified
under  Texas  law,  the  person must have acted in good faith and in a manner he
believed  was  in or not opposed to the company's best interests. In the case of
any  criminal  proceeding,  the person must not have reasonable cause to believe
that  his  conduct was unlawful. In Texas, if a person is found by a court to be
liable to the corporation, that court must approve any reimbursement of expenses
to  such  person.  The  foregoing  limitations  do  not,  however,  apply to the
indemnity  contracts  to  which  all officers and directors are parties with the
Company.  Any amendment or repeal of the Company's Articles of Incorporation may
not  adversely  affect  the rights of any person entitled to indemnification for
any  event  occurring  prior  to  such  amendment  or  repeal.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion


<PAGE>
of  the  Securities  and  Exchange  Commission,  such indemnification is against
public  policy  as  expressed  in  that  Act  and  is, therefore, unenforceable.

Conflicts  of  Interest

None of our officers will devote more than a portion of his time to our affairs.
There will be occasions when the time requirements of our business conflict with
the  demands  of  the  officers'  other business and investment activities. Such
conflicts  may  require that we attempt to employ additional personnel. There is
no  assurance  that  the services of such persons will be available or that they
can  be  obtained  upon  terms  favorable  to  us.

Each  of  our  officers  and  directors also are officers, directors, or both of
several  other  development-stage  corporation  that  are  inactive  and without
significant  assets or liabilities and whose current business plan is seeking to
identify  and  complete  a  merger  or  acquisition  with a private entity whose
business  presents an opportunity for their shareholders. These companies may be
in  direct  competition  with  us  for  available  opportunities.

Our  management and other principal shareholders intend to actively negotiate or
otherwise  consent  to  the  purchase  of  a  portion of their common stock as a
condition  to,  or  in  connection  with,  a  proposed  merger  or  acquisition
transaction.  It  is  anticipated  that a substantial premium may be paid by the
purchaser  in  conjunction with any sale of shares by our officers, directors or
affiliates  which  is  made as a condition to, or in connection with, a proposed
merger  or  acquisition  transaction. The fact that a substantial premium may be
paid to our officers, directors and affiliates to acquire their shares creates a
conflict  of  interest  for  them  and  may compromise their state law fiduciary
duties  to  our  other  shareholders.  In  making  any  such sale, our officers,
directors  and  affiliates  may  consider  their  own personal pecuniary benefit
rather  than  our  best  interests  and  our  other  shareholders, and the other
shareholders  are  not  expected  to  be  afforded the opportunity to approve or
consent  to  any particular buy-out transaction involving shares held by members
of  our  management.

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

     (a)  List  of  Documents  Filed  with  this  Report.

          (1)  Financial  Statements  with report of Independent Accountants for
               the  year  ended  December  31,  2001  and  for  the  period from
               inception  of  the development stage, January 1, 1999 to December
               31,2001

<TABLE>
<CAPTION>
                                                                               Page
<S>                                                                            <C>

Report of Ham, Langston & Brezina, LLC, independent accountants, dated          1
April 10, 2002

Balance Sheet as of December 31, 2001                                           2

Statement of Operations for the years ended December 31, 2001 and 2000,         3
and for the period from inception of the development stage, January 1, 1999,
to December 31, 2001

Statements of Stockholder's Equity (Deficit) for the years ended December       4
31, 2001 and 2000, and for the period from inception of the development
stage, January 1, 1999, to December 31, 2001

Statements of Cash Flows for the years ended December 31, 2001 and 2000,        5
and for the period from inception of the development stage, January 1, 1999,
to December 31, 2001

Notes to Financial Statements                                                  6-9
</TABLE>

          Included as "ITEM 7. FINANCIAL STATEMENTS." in this report.

All  schedules  have been omitted since the information required to be submitted
has  been  included  in the financial statements or notes or has been omitted as
not  applicable  or  not  required.

     (b)  The  Exhibits  listed  below  are filed as part of this Annual Report.


<PAGE>
<TABLE>
<CAPTION>
EXHIBIT     DESCRIPTION                                              SEQUENTIALLY
NUMBER                                                                 NUMBERED
                                                                         PAGE
<S>      <C>                                                         <C>

   2.1*  Information Statement Dated as of October 31, 2001,
         described in Exhibit 2.1 to Amendment No. 2 to Form 10-
         SB filed October 31, 2001, Commission File No. 0-33027.
   3.1*  Amended and Restated Articles of Incorporation of Texas
         Nevada Oil & Gas Co. dated June 18, 2001 described in
         Exhibit 2.1 to Form 10-SB filed July 30, 2001,
         Commission File No. 0-33027.
   3.2*  Amended Bylaws of Texas Nevada Oil & Gas Co. dated
         June 18, 200, described in Exhibit 3.2 to Form 10-SB filed
         July 30, 2001, Commission File No. 0-33027.
  10.1*  Agreement dated March 23, 2001 between Unicorp, Inc,;
         Equitable Assets, Incorporated; Texas Nevada Oil & Gas
         Co.; and Opportunity Acquisition Company, described in
         Exhibit 10.1 to Form 10-SB filed July 30, 2001,
         Commission File No. 0-33027.
  10.2*  Amended and Restated Plan and Agreement of Merger
         Between Texas Nevada Oil & Gas Co. and Houston
         American Energy Corp. dated September 26, 2001,
         described in Exhibit 2.1 to Form 8-K filed November 16,
         2001, Commission File No. 0-33027.
         *   incorporated  by  reference.
</TABLE>

(c)  Reports  on  Form  8-K  filed by the Company during the last quarter of its
     fiscal  year  ending  December  31,  2001:

     (1)  Form 8-K filed on November 16, 2001disclosing that we had entered into
          a  definitive  Amended  and Restated Plan and Agreement of Merger (the
          original  dated  July  31,  2001  and  subsequent  amendments  the
          "Amendments"  and  collectively  the  "Amended  Merger  Agreement") on
          September  26,  2001,  which  was  ratified  and  approved by our sole
          director  on  November  12,  2001.


<PAGE>
                                    SIGNATURE

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


TEXAS NEVADA OIL & GAS CO.


By:    /s/ LOUIS G. MEHR
       Louis G. Mehr, President

Date:  April 10, 2002

In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



/s/ LOUIS G. MEHR
Louis G. Mehr, Principal Executive Office, Sole Director

Date: April 10, 2002


/s/  JOHN MARROU
John Marrou, Principal Financial Officer, CFO


Date:  April 10, 2002


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