U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

        For the fiscal year ended December 31, 2002.

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  transition  period  from  _______  to  ________
        Commission  file  number:  ____________


                          HOUSTON AMERICAN ENERGY CORP.
                 (Name of small business issuer in its charter)

                 Delaware                                76-0675953
   (State or other jurisdiction                           (I.R.S.
 of incorporation or organization)              Employer Identification No.)

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

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

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under
  Section 12(g) of the Exchange Act:    Common Stock, Par Value $0.001 Per Share
                                                   (Title of class)

     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.  Yes X  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. [X]

     Issuer's revenues for the fiscal year ended December 31, 2002 were $25,805.

     As of March 20, 2003, the aggregate market value of the registrant's common
stock (based on the closing sales price for the common stock as reported on the
OTC Bulletin Board on such date) held by non-affiliates of the registrant was
approximately $1,534,944. Aggregate market value has been estimated solely for
the purpose of this report. For the purpose of this report it has been assumed
that all officers and directors are affiliates of the registrant. The statements
made herein shall not be construed as an admission for the purposes of
determining the affiliate status of any person. As of March 20, 2003, the
registrant had a total of 14,508,217 shares of common stock issued and
outstanding.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes  NoX
                                                                         -

Documents  incorporated  by  reference:  None.


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<PAGE>
Forward-Looking  Information

     This annual report on Form 10-KSB of Houston American Energy Corp., a
Delaware corporation, for the year ended December 31, 2002, contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, which are intended to be covered by the safe harbors created
thereby. To the extent that such statements are not recitations of historical
fact, such statements constitute forward-looking statements that, by definition,
involve risks and uncertainties. In any forward-looking statement, where we
express an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will be achieved or accomplished.

     The following are factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to:
general economic, financial and business conditions; our ability to minimize
expenses and exposures related to its oil and gas properties in which other
companies have control over the operations conducted on such properties; changes
in and compliance with governmental laws and regulations, including various
state and federal environmental regulations; our current dependency on John F.
Terwilliger, our sole director and executive officer, to continue funding our
operations and, to the extent he should ever become unwilling to do so, our
ability to obtain additional necessary financing to obtain additional financing
from outside investors and/or bank and mezzanine lenders; and our ability to
generate sufficient revenues to cover operating losses and position us to
achieve positive cash flow.

     Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this report to be accurate as of the date hereof.
Changes may occur after that date, and we will not update that information
except as required by law in the normal course of its public disclosure
practices.


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<PAGE>
<TABLE>
<CAPTION>
                                             TABLE OF CONTENTS

<S>                                                                                                     <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         Item 1.  Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         Item 2.  Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         Item 4.  Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . .   9
PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         Item 5.  Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . . . .   9
         Item 6.  Management's Discussion and Analysis or Plan of Operation. . . . . . . . . . . . . .   9
         Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Item 8.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  10
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Item  9.  Directors and Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . .  10
         Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         Item 11.  Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . .  11
         Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . .  11
         Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . .  12
         Item 14.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>


                                        3
<PAGE>
                                  PART I

ITEM  1.       DESCRIPTION  OF  BUSINESS

CURRENT  STRATEGY

     Houston American Energy Corp. is an oil and gas exploration and production
company. In addition to seeking out oil and gas prospects using advanced seismic
techniques, we utilize the contacts of John F. Terwilliger, our sole director
and executive officer, to identify potential acquisition targets in the Onshore
Texas Gulf Coast Region of the State of Texas, where Mr. Terwilliger has been
involved in oil and gas exploration and production activities since 1983.
Further, we have through an interest in a limited liability company, interests
in two concessions in the South American country of Colombia. As a result, we
expect to be active in Colombia for the foreseeable future. Moreover, as well as
our own drilling activities and acquisition strategy, we may also encourage
others in the oil and gas industry to enter into partnerships or joint ventures
with us for the purpose of acquiring properties and conducting drilling and
exploration activities.

EXPLORATION  AND  DEVELOPMENT  ACTIVITIES

     Our exploration and development activities focus on the identification and
drilling of new productive wells and the acquisition of existing producing wells
from other producers. We will be developing our interests in Colombia through
both exploratory and development drilling.

DRILLING  ACTIVITIES

     From December 31, 2001 through March 20, 2003, we drilled four wells and
completed two gross wells (0.004 net wells) and are currently completing a third
gross well (0.035 net well). The two completed wells are awaiting pipeline
hookup and production facilities in order to go into production.

     We expect to drill two wells on our existing leaseholds in Jackson and
Lavaca Counties in Texas in 2003. On one of our concession interests in Colombia
in South America, we expect to drill one more well in 2003. Currently, we are
acquiring 3D seismic data covering a part of our other concession interests in
Colombia, and we believe this will result in two more wells to be drilled in
2003.

     We are engaged in generating additional drilling prospects in 2003 on the
Texas Gulf Coast which may result in the drilling of additional wells.

     The following table summarizes our development drilling activity for the
period from January 1, 2002 through March 25, 2003. There is no correlation
between the number of productive wells completed during any period and the
aggregate reserves attributable to those wells. With respect to the productive
wells, one well is an oil well and two wells are natural gas wells.

              TOTAL                   PRODUCTIVE                      DRY
              -----                   ----------                      ---
      DRILLED        NET         DRILLED        NET          DRILLED        NET
      -------       ----         -------      -----          -------      -----
         4          0.20            3         0.075             1         0.125


     A "gross well" is a well in which we own a working interest. A "net well"
is deemed to exist when the sum of the fractional working interests in gross
wells equals one.

MARKETING

     We market substantially all of the gas we produce to Kinder Morgan
Pipeline, Inc., pursuant to a gas purchase agreement we entered into with
respect to the Kalmus No. 1 well. The agreement requires us to sell all of the
gas we produce from this well to the purchaser at fluctuating prices, which are
based on a monthly gas index. Our oil production from our Tambaqui No. 1 well in
Colombia is sold on international spot markets.


                                        4
<PAGE>
PRODUCTION

     The Kalmus No. 1 well, in which we own a 0.20 working interest and a
0.14965 net revenue interest, from January 1, 2002 through January 31, 2003 has
produced a total of 70,194 Mcf, or thousand cubic feet, of gas. After netting
gas used for lease compression and gas attributed to line loss, 66,852 Mcf of
gas produced from the well was sold, which represents approximately 10,008.10
net Mcf to Houston American based on our ownership interest in the well. The gas
produced from the well from January 1, 2002 through January 31, 2003 was sold at
an average price of approximately $3.09 per Mcf, which resulted in total
revenues of approximately $29,462.84 after deducting production taxes to Houston
American based on our net revenue interest in the well.

RESERVES

     We obtained an independent reserve report of our producing wells as of
December 31, 2002, which indicated that there was an impairment of the oil and
gas properties. As a result, we wrote down the value of our properties by
$109,573 to the present value of the estimated recoverable amount of oil and
gas. At December 31, 2002, our estimated reserves included 18,872 Mcf of gas and
no oil. The write down of $109,573 is included in our losses of $1,327,004
through December 31, 2002.

     Our business strategy requires us to develop reserves through the
acquisition of proved natural gas and oil properties, further development of our
existing properties, and exploration activities.

     We expect to continue incurring costs to acquire, explore and develop oil
and gas properties, and our management predicts that these costs, together with
general and administrative expenses, will exceed our revenues. It is anticipated
that the source of funds to carry out exploration and development will come from
a combination of our production revenues, sales of our securities, and funds
from other sources.

     We periodically review the carrying value of our natural gas and oil
properties under the full cost accounting rules of the SEC. Under these rules,
capitalized costs of proved natural gas and oil properties may not exceed the
present value of estimated future net revenues from proved reserves, discounted
at an annual rate of 10 percent. Application of this "ceiling" test requires
pricing future revenue at the unescalated prices in effect as of the end of each
fiscal quarter and requires a write down for accounting purposes if the ceiling
is exceeded, even if prices were depressed for only a short period of time. In
the future, we may be required to further write down the carrying value of our
natural gas and oil properties when natural gas and oil prices are depressed or
unusually volatile, which would result in a charge against our earnings. Once
incurred, a write down of the carrying value of our natural gas and oil
properties is not reversible at a later date.

RISKS  RELATED  TO  OUR  OIL  AND  GAS  OPERATIONS

     Operational Hazards and Insurance. Our development, exploitation and
exploration activities may be unsuccessful for many reasons, including weather,
cost overruns, equipment shortages and mechanical difficulties. Moreover, the
successful drilling of a natural gas and oil well does not ensure a profit on
investment. A variety of factors, both geological and market related can cause a
well to become uneconomical or only marginally profitable. Our business involves
a variety of operating risks which may adversely affect our profitability,
including:

     -    fires;

     -    explosions;

     -    blow-outs and surface cratering;

     -    uncontrollable flows of oil, natural gas, and formation water;

     -    natural disasters, such as hurricanes and other adverse weather
          conditions;

     -    pipe, cement, or pipeline failures;


                                        5
<PAGE>
     -    casing collapses;

     -    embedded oil field drilling and service tools;

     -    abnormally pressured formations; and

     -    environmental hazards, such as natural gas leaks, oil spills, pipeline
          ruptures and discharges of toxic gases.

     In accordance with industry practice, our insurance protects us against
some, but not all, operational risks. Further, we do not carry business
interruption insurance at levels that would provide enough cash for us to
continue operating without access to additional funds. As pollution and
environmental risks generally are not fully insurable, our insurance may be
inadequate to cover any losses or exposure for such liability.

     Volatility of Oil and Gas Prices. As an independent oil and gas producer,
our revenue, profitability and future rate of growth are substantially dependent
upon the prevailing prices of, and demand for, natural gas, oil, and condensate.
Our realized profits affect the amount of cash flow available for capital
expenditures. Our ability to maintain or increase our borrowing capacity and to
obtain additional capital on attractive terms is also substantially dependent
upon oil and gas prices. Prices for oil and natural gas are subject to wide
fluctuation in response to relatively minor changes in the supply of, and demand
for, oil and gas, market uncertainty and a variety of additional factors that
are beyond Houston American's control. Among the factors that can cause the
volatility of oil and gas prices are:

     -    worldwide or regional demand for energy, which is affected by economic
          conditions;

     -    the domestic and foreign supply of natural gas and oil;

     -    weather conditions;

     -    domestic and foreign governmental regulations;

     -    political conditions in natural gas and oil producing regions;

     -    the ability of members of the Organization of Petroleum Exporting
          Countries to agree upon and maintain oil prices and production levels;
          and

     -    the price and availability of other fuels.

OPERATIONS  IN  COLOMBIA

     As described elsewhere in this report, we currently have interests in two
concessions in the South American country of Colombia and expect to be active in
Colombia for the foreseeable future. The political climate in Colombia is
unstable and could be subject to radical change over a very short period of
time. In the event of a significant negative change in political and economic
stability in the vicinity of our Colombian operations, we may be forced to
abandon or suspend our efforts. Either of such events could be harmful to our
expected business prospects.

COMPETITION

     Competition in the oil and gas industry is intense and we compete with
major and other independent oil and gas companies with respect to the
acquisition of producing properties and proved undeveloped acreage. Our
competitors actively bid for desirable oil and gas properties, as well as for
the equipment and labor required to operate and develop the properties. Many of
those competitors, however, have financial resources and exploration and
development budgets that are substantially greater than ours and may be able to
absorb the burden of any changes in federal, state and local laws and
regulations more easily than we can do so, which would adversely affect our
competitive position. These competitors may be able to pay more for natural gas


                                        6
<PAGE>
and oil properties and may be able to define, evaluate, bid for and purchase a
greater number of properties than we can. Our ability to acquire additional
properties and develop new and existing properties in the future will depend on
our capability to conduct operations, to evaluate and select suitable properties
and to consummate transactions in this highly competitive environment.

GOVERNMENTAL  REGULATION

     Our business and the oil and gas industry in general are subject to
extensive laws and regulations, including environmental laws and regulations. As
such, we may be required to make large expenditures to comply with environmental
and other governmental regulations. State and federal regulations, including
those enforced by the Texas Railroad Commission as the primary regulator of the
oil and gas industry in the State of Texas, are generally intended to prevent
waste of oil and gas, protect rights to produce oil and gas between owners in a
common reservoir and control contamination of the environment. Matters subject
to regulation in the State of Texas include:

     -    location  and  density  of  wells;

     -    the  handling  of  drilling fluids and obtaining discharge permits for
          drilling  operations;

     -    accounting  for  and  payment  of  royalties on production from state,
          federal  and  Indian  lands;

     -    bonds for ownership, development and production of natural gas and oil
          properties;

     -    transportation  of  natural  gas  and  oil  by  pipelines;

     -    operation  of  wells  and  reports  concerning  operations;  and

     -    taxation.

     Under these laws and regulations, we could be liable for personal injuries,
property damage, oil spills, discharge of hazardous materials, remediation and
clean-up costs and other environmental damages. Failure to comply with these
laws and regulations also may result in the suspension or termination of our
operations and subject us to administrative, civil and criminal penalties.
Moreover, these laws and regulations could change in ways that substantially
increase our operating costs.

     Natural gas operations are subject to various types of regulation at the
federal, state and local levels. Prior to commencing drilling activities for a
well, we are required to procure permits and/or approvals for the various stages
of the drilling process from the applicable state and local agencies. Permits
and approvals include those for the drilling of wells, and regulations including
maintaining bonding requirements in order to drill or operate wells and the
location of wells, the method of drilling and casing wells, the surface use and
restoration of properties on which wells are drilled, the plugging and
abandoning of wells, and the disposal of fluids used in connection with
operations.

     Our operations are also subject to various conservation laws and
regulations. These include the regulation of the size of drilling and spacing
units and the density of wells, which may be drilled and the unitization or
pooling of natural gas properties. In this regard, some states allow the forced
pooling or integration of tracts to facilitate exploration while other states
rely primarily or exclusively on voluntary pooling of lands and leases. In areas
where pooling is voluntary, it may be more difficult to form units, and
therefore, more difficult to develop a project if the operator owns less than
100 percent of the leasehold.

     Regulation of Sales and Transportation of Natural Gas. Historically, the
transportation and resale of natural gas in interstate commerce have been
regulated by the Natural Gas Act of 1938, the Natural Gas Policy Act of 1978,
and the regulations promulgated by the Federal Energy Regulatory Commission.
Maximum selling prices of some categories of natural gas sold in "first sales,"
whether sold in interstate or intrastate commerce, were regulated under the
NGPA. The Natural Gas Well Head Decontrol Act removed, as of January 1, 1993,
all remaining federal price controls from natural gas sold in "first sales" on
or after that date. FERC's jurisdiction over natural gas transportation was
unaffected by the Decontrol Act. While sales by producers of natural gas and all
sales of crude oil, condensate and natural gas liquids can currently be made at
market prices, Congress could reenact price controls in the future.


                                        7
<PAGE>
     Sales of natural gas are affected by the availability, terms and cost of
transportation. The price and terms for access to pipeline transportation are
subject to extensive regulation. In recent years, FERC has undertaken various
initiatives to increase competition within the natural gas industry. As a result
of initiatives like FERC Order No. 636, issued in April 1992, the interstate
natural gas transportation and marketing system has been substantially
restructured to remove various barriers and practices that historically limited
non-pipeline natural gas sellers, including producers, from effectively
competing with interstate pipelines for sales to local distribution companies
and large industrial and commercial customers. The most significant provisions
of Order No. 636 require that interstate pipelines provide transportation
separate or "unbundled" from their sales service, and require that pipelines
make available firm and interruptible transportation service on an open access
basis that is equal for all natural gas suppliers.

     In many instances, the result of Order No. 636 and related initiatives has
been to substantially reduce or eliminate the interstate pipelines' traditional
role as wholesalers of natural gas in favor of providing only storage and
transportation services. Another effect of regulatory restructuring is the
greater transportation access available on interstate pipelines. In some cases,
producers and marketers have benefited from this availability. However,
competition among suppliers has greatly increased and traditional long-term
producer pipeline contracts are rare. Furthermore, gathering facilities of
interstate pipelines are no longer regulated by FERC, thus allowing gatherers to
change higher gathering rates.

     Environmental Regulations. Our operations are subject to additional laws
and regulations governing the discharge of materials into the environment or
otherwise relating to environmental protection. Public interest in the
protection of the environment has increased dramatically in recent years. It
appears that the trend of more expansive and stricter environmental legislation
and regulations will continue.

     We generate wastes that may be subject to the Federal Resource Conservation
and Recovery Act ("RCRA") and comparable state statutes, which have limited the
approved methods of disposal for some hazardous wastes. Additional wastes may be
designated as "hazardous wastes" in the future, and therefore become subject to
more rigorous and costly operating and disposal requirements. Although
management believes that we utilize good operating and waste disposal practices,
prior owners and operators of our properties may not have done so, and
hydrocarbons or other wastes may have been disposed of or released on or under
the properties owned or leased by us or on or under locations where wastes have
been taken for disposal. These properties and the wastes disposed on the
properties may be subject to the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), RCRA and analogous state laws, which
require the removal and remediation of previously disposed wastes, including
waste disposed of or released by prior owners or operators.

     CERCLA and similar state laws impose liability, without regard to fault or
the legality of the original conduct, on some classes of persons that are
considered to have contributed to the release of a "hazardous substance" into
the environment. These persons include the owner or operator of the disposal
site or sites where the release occurred and companies that disposed of or
arranged for the disposal of the hazardous substances found at the site. Persons
who are or were responsible for release of hazardous substances under CERCLA may
be subject to joint and several liability for the costs of cleaning up the
hazardous substances that have been released into the environment and for
damages to natural resources, and it is not uncommon for neighboring landowners
and other third parties to file claims for personal injury and property damage
allegedly caused by the hazardous substances released into the environment.

EMPLOYEES

     As of March 20, 2003, we had one full-time employee and no part time
employees. The employee is not covered by a collective bargaining agreement, and
we do not anticipate that any of our future employees will be covered by such
agreement. If our operations continue to grow as expected, we anticipate hiring
as many as three additional employees over the next six to eight months.


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<PAGE>
ITEM  2.     DESCRIPTION  OF  PROPERTY

     As of March 20, 2003, we had leasehold interests in four oil and gas
properties in Lavaca County, Texas, which represent a total of 230.0 gross and
19.75 net developed acres and 45.25 gross and 45.25 net undeveloped acres. In
Jackson County, Texas we have 80 gross and 80 net undeveloped acres and no
developed acres. In Colombia, we have 317,080 gross and 14,519.80 net
undeveloped acres and 320 gross and 22.4 net developed acres. A "gross acre" is
an acre in which a working interest is owned. The number of gross acres
represents the sum of acres in which a working interest is owned. A "net acre"
is deemed to exist when the sum of the fractional working interests in gross
acres equals one. The number of net acres is the sum of the fractional working
interests in gross acres expressed in whole numbers or fractions.

     We currently lease approximately 2,000 square feet of office space in
Houston, Texas as our executive offices. Management anticipates that our space
will be sufficient for the foreseeable future. The monthly rental under the
lease, which expires on November 30, 2006, is $3,302.59.

ITEM  3.     LEGAL  PROCEEDINGS

          As of March 20, 2003, we are not involved in any legal proceedings.

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

          None.

PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Since January 22, 2002, our common stock has been listed on the OTC
Bulletin Board under the symbol "HUSA."

     During the period from January 22, 2002 through March 20, 2003, the high
and low bid prices for our common stock were $0.75 and $0.10, respectively. The
foregoing quotations of the high and low bid price of our common stock reflect
inter-dealer prices, without retail markup, markdown or commission and may not
represent actual transactions.

     As of the close of business on February 28, 2003, our outstanding common
stock was held by approximately 1,006 beneficial holders of record. We have
never paid dividends on our common stock. Since we anticipate that all of our
future earnings will be retained for the development of our business, we do not
expect to pay any cash dividends in the foreseeable future. Any actual payment
of future dividends will be at the discretion of our board of directors and will
be based on our future earnings, financial condition, capital requirements and
other relevant factors.

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

     The following discussion regarding our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes contained in this report.

RESULTS  OF  OPERATIONS

     Since inception on April 2, 2001 to December 31, 2002, we have incurred an
operating loss of $1,327,004 which included a write down in the value of our oil
and gas properties of $574,331 as a result of the findings of an independent
reserve report conducted as of December 31, 2001 and a write down of $109,573 as
of December 31, 2002. Our revenues during that period were approximately $40,619
and our total expenses were $683,719, excluding the amount of the write down.
The total expenses of $683,719 included $256,470 of nonrecurring expenses
related to our formation and the process of taking us public.


                                        9
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     Management anticipates that our current financing arrangements will meet
our anticipated objectives and business operations for the next 12 months. For
that period, we anticipate that our share of the costs associated with our
anticipated drilling program will be about $350,000. Additionally, our
management is currently evaluating several producing property acquisitions as
well as several drilling prospects. Over the next few months, we expect to enter
into definitive agreements on one or more of these projects, subject to our
ability to obtain adequate financing at that time.

     As discussed by our accountants in the audited financial statements
included in this report, our revenue is currently insufficient to cover our
costs and expenses. In addition to the income received from our wells, John F.
Terwilliger, our sole director and executive officer, continues to loan us the
funds needed to finance our ongoing operations. To the extent our revenue
shortfall exceeds Mr. Terwilliger's willingness and ability to keep on loaning
us the funds needed for our operations, we anticipate raising any necessary
capital from outside investors coupled with banks or mezzanine lenders. As of
March 20, 2003, we have not entered into any negotiations with any third parties
to provide such capital.

ITEM  7.     FINANCIAL  STATEMENTS

     Our financial statements are set forth immediately following the signature
page of this report.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     None.

                                    PART III

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

DIRECTORS  AND  EXECUTIVE  OFFICERS

     John F. Terwilliger, age 55, is our sole director and executive officer.
Mr. Terwilliger has been our president, secretary and treasurer since our
inception in April 2001. Since 1988, Mr. Terwilliger has served as the chairman
of the board and president of Moose Oil & Gas Company, and its wholly-owned
subsidiary, Moose Operating Co., Inc., both Houston, Texas based companies.
Prior to 1988, Mr. Terwilliger was the chairman of the board and president of
Cambridge Oil Company, a Houston, Texas based oil exploration and production
company. Mr. Terwilliger served in the United States Army, receiving his
honorable discharge in 1969.

     On April 9, 2002, Moose Oil & Gas Company and its wholly-owned subsidiary,
Moose Operating Co., Inc., filed a bankruptcy petition under Chapter 7 of the
United States Bankruptcy Code in Cause No. 02-33891-H507: 02-22892, in the
United States District Court for the Southern District of Texas, Houston
Division. At the time of the filing of the bankruptcy petition, Mr. Terwilliger
was the chairman of the board and president of both Moose Oil & Gas Company and
Moose Operating Co., Inc. Mr. Terwilliger resigned those positions on April 9,
2002.

     Although, on the date of this report we have only one director, our board
of directors is divided into three classes, each elected for staggered
three-year terms. Mr. Terwilliger, our only director, is a Class C director. His
term is scheduled to expire at the third annual meeting following the end of our
2001 fiscal year. Our executive officers are elected by our board of directors
and serve terms of one year or until their death, resignation or removal by the
board of directors.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  REQUIREMENTS

     Based upon a review of filings with the SEC and written representations
that no other reports were required, we believe that Mr. Terwilliger, our sole
director and executive officer, and O. Lee Tawes, a principal stockholder,


                                       10
<PAGE>
complied with the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended, during 2002.

ITEM  10.     EXECUTIVE  COMPENSATION

     During the period from our inception on April 1, 2001 through March 20,
2003, Mr. Terwilliger has not received a salary or any other compensation for
the services he has provided to us.

     We do not compensate our directors for serving in such capacity. As of
March 20, 2003, we have not issued any options or warrants to purchase shares of
our common stock.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of our issued and outstanding common stock as of March 20, 2003, by
(i) each person or entity known to beneficially own more than five percent of
our common stock, and (ii) John F. Terwilliger, our sole director and executive
officer.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER                  SHARES BEN   EFICIALLY
----------------------------------------------------  ----------  -----------
                                                         OWN        ED (3)
                                                      ----------  -----------
                                                        NUMBER    PERCENT (4)
                                                      ----------  -----------
<S>                                                   <C>         <C>
John F. Terwilliger (1). . . . . . . . . . . . . . .   7,470,695        51.49
Orrie Lee Tawes (2). . . . . . . . . . . . . . . . .   2,651,968        18.28
  All directors and officers as a group (one person)   7,470,695        51.49
__________
<FN>
(1)  Mr. Terwilliger's address is c/o Houston American Energy Corp., 801 Travis,
     Suite 2020, Houston, Texas 77002.
(2)  Mr. Tawes' address is c/o O. Lee Tawes III, C.E. Unterberg Towbin, 350
     Madison Avenue, 8th Floor, New York, New York 10017.
(3)  Beneficial ownership is determined in accordance with the rules of the SEC.
(4)  Based on 14,508,217 shares of our common stock outstanding as of March 20,
     2003.
</TABLE>

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     Our oil and gas properties were purchased, at cost, from Moose Oil & Gas
Company, a Texas corporation and an affiliate of John F. Terwilliger, our sole
director and executive officer. As payment for the properties, we issued Moose
Oil & Gas a promissory note in the amount of $216,981, which, as discussed
below, was paid in July 2001.

     On April 6, 2001, we entered into an Operating Agreement with Moose
Operating Co., Inc., a Texas corporation and a subsidiary of Moose Oil & Gas.
Under the terms of the Operating Agreement, Moose Operating has full control
over the drilling activities to be conducted on our current leaseholds in Lavaca
County, Texas. Although Moose Operating is initially responsible for the payment
of all costs associated with development and operation, we, along with Moose Oil
& Gas, is ultimately responsible for our proportionate share of the costs based
on our respective working interests.

     In order to secure repayment of the operating costs, the Operating
Agreement grants Moose Operating a security interest in our proportionate share
of the oil or gas produced from any wells. In addition to being entitled to
utilize and receive payment for the use of our own equipment and labor in
conducting the operations, the Operating Agreement entitles Moose Operating to
receive monthly fixed overhead payments of $4,500 per well being drilled and
$500 per producing well. The monthly fixed overhead payments to Moose Operating
were determined based on competitive rates.

     In July, 2001, we borrowed approximately $664,000 from John F. Terwilliger,
our sole director and executive officer. The notes bear interest at a rate of 10
percent per annum and are due on demand. Our payment of the notes is secured by
our interests in our oil and gas properties. Should we fail to make any required
payment or otherwise default on the note, Mr. Terwilliger would have the right
to foreclose on our interests in our oil and gas properties.


                                       11
<PAGE>
     We utilized a portion of the funds borrowed from Mr. Terwilliger to pay the
principal and accrued interest on the $216,981 promissory note that was payable
to Moose Oil & Gas Company upon the purchase of our oil and gas properties, and
to repay Moose Operating for the operating expenses and drilling and completing
costs it had advanced on our behalf pursuant to the Operating Agreement.

     The bankruptcy proceedings involving Moose Oil & Gas Company and Moose
Operating Co., Inc. are not expected to have any effect on their obligations
with respect to Operating Agreement.

     As of December 31, 2002, we borrowed $1,128,522.63 from Mr. Terwilliger.
The note, which bears interest at a rate of 10 percent per annum, is due on
demand and is unsecured.

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits.

<TABLE>
<CAPTION>


EXHIBIT NO.                                     IDENTIFICATION OF EXHIBIT
-----------  -----------------------------------------------------------------------------------------------

<S>          <C>
2.1**        Amended and Restated Plan and Agreement of Merger dated as of September 26, 2001,
             between Texas Nevada Oil & Gas Co. and Houston American Energy Corp. (incorporated by
             reference to Exhibit 2.1 to Amendment No. 5 to our Registration Statement on Form SB-2,
             registration number 333-66638 (the "Company's Registration Statement"), filed with the SEC
             on November 30, 2001).
3.1**        Certificate of Incorporation of Houston American Energy Corp. filed April 2, 2001
             (incorporated by reference to Exhibit 3.1 to our Registration Statement filed with the SEC on
             August 3, 2001).
3.2**        Certificate of Merger Merging Opportunity Acquisition Company with and into Houston
             American Energy Corp. filed April 12, 2001 (incorporated by reference to Exhibit 3.2 to our
             Registration Statement filed with the SEC on August 3, 2001).
3.3**        Bylaws of Houston American Energy Corp. adopted April 2, 2001 (incorporated by reference
             to Exhibit 3.3 to our Registration Statement filed with the SEC on August 3, 2001).
3.4**        Certificate of Amendment to the Certificate of Incorporation of Houston American Energy
             Corp. filed September 25, 2001 (incorporated by reference to Exhibit 3.4 to Amendment No.
             1 to our Registration Statement filed with the SEC on October 1, 2001).
3.5**        Certificate of Merger Merging Texas Nevada Oil & Gas Co. with and into Houston American
             Energy Corp. filed January 17, 2002.
4.1**        Text of Common Stock Certificate of Houston American Energy Corp. (incorporated by
             reference to Exhibit 4.1 to our Registration Statement filed with the SEC on August 3, 2001).
4.2**        Text of Preferred Stock Certificate of Houston American Energy Corp. (incorporated by
             reference to Exhibit 4.2 to our Registration Statement filed with the SEC on August 3, 2001).
10.1**       Model Form Operating Agreement dated April 6, 2001, between Moose Operating Co., Inc.
             and Houston American Energy Corp. (incorporated by reference to Exhibit 10.1 to our
             Registration Statement filed with the SEC on August 3, 2001).
10.2**       Agreement to Assign Interests in Oil and Gas Leases dated as of April 6, 2001, between
             Moose Oil & Gas Company and Houston American Energy Corp. (incorporated by reference
             to Exhibit 10.2 to our Registration Statement filed with the SEC on August 3, 2001).
10.3**       Assignment of Interests in Oil and Gas Leases and Bill of Sale effective as of April 6, 2001,
             between Moose Oil & Gas Company and Houston American Energy Corp. (incorporated by
             reference to Exhibit 10.3 to our Registration Statement filed with the SEC on August 3, 2001).
10.4**       Promissory Note of Houston American Energy Corp. in the amount of $216,981.06 dated
             April 15, 2001, payable to Moose Oil & Gas Company (incorporated by reference to Exhibit
             10.4 to our Registration Statement filed with the SEC on August 3, 2001).
10.5**       Plan and Agreement of Merger dated as of April 12, 2001, between Opportunity Acquisition
             Company and Houston American Energy Corp. (incorporated by reference to Exhibit 10.5 to
             our Registration Statement filed with the SEC on August 3, 2001).


                                       12
<PAGE>
10.6**       Agreement dated as of March 23, 2001, between Unicorp, Inc., Equitable Assets,
             Incorporated, Texas Nevada Oil & Gas Co. and Opportunity Acquisition Company
             (incorporated by reference to Exhibit 10.6 to our Registration Statement filed with the SEC on
             August 3, 2001).
10.7**       First Amendment of Agreement dated as of July 31, 2001, between Unicorp, Inc., Equitable
             Assets, Incorporated, Texas Nevada Oil & Gas Co. and Houston American Energy Corp.
             (incorporated by reference to Exhibit 10.7 to our Registration Statement filed with the SEC on
             August 3, 2001).
10.8**       Gas Purchase Contract #36-1599 dated as of May 1, 2001, between Kinder Morgan Texas
             Pipeline, L.P. and Moose Operating Co., Inc. (incorporated by reference to Exhibit 10.8 to
             Amendment No. 1 to our Registration Statement filed with the SEC on October 1, 2001).
10.9**       Gas Purchase Agreement dated July 31, 1997, between Dominion Pipeline Company (as
             predecessor-in-interest to Pinnacle Natural Gas Co.) and Moose Operating Co., Inc.
             (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to our Registration Statement
             filed with the SEC on October 1, 2001).
10.10**      Model Form Operating Agreement dated December 11, 1997, between Louis Dreyfus Natural
             Gas Corp., Seisgen Exploration, Inc. and Moose Operating Co., Inc. (incorporated by
             reference to Exhibit 10.10 to Amendment No. 1 to our Registration Statement filed with the
             SEC on October 1, 2001).
10.11**      Promissory Note of Houston American Energy Corp. in the amount of $390,000 dated July 2,
             2001, payable to John F. Terwilliger (incorporated by reference to Exhibit 10.11 to
             Amendment No. 4 to our Registration Statement filed with the SEC on November 21, 2001).
10.12**      Promissory Note of Houston American Energy Corp. in the amount of $285,000 dated July
             30, 2001, payable to John F. Terwilliger (incorporated by reference to Exhibit 10.12 to
             Amendment No. 4 to our Registration Statement filed with the SEC on November 21, 2001).
10.13**      Exchange Agreement executed on July 19, 2002 between the registrant and Millennium
             Seismic, Inc. (incorporated by reference as Exhibit 2.1 to Form 8-K filed with the SEC on
             July 23, 2002).
10.14**      License Agreement executed on July 19, 2002 between the registrant and Millennium
             Seismic, Inc. (incorporated by reference as Exhibit 2.2 to Form 8-K filed with the SEC on
             July 23, 2002).
10.15**      Warrant Agreement executed on July 19, 2002 between the registrant and Millennium
             Seismic, Inc. (incorporated by reference as Exhibit 2.3 to Form 8-K filed with the SEC on
             July 23, 2002).
10.16**      Registration Rights Agreement executed on July 19, 2002 between the registrant and
             Millennium Seismic, Inc. (incorporated by reference as Exhibit 2.4 to Form 8-K filed with the
             SEC on July 23, 2002).
10.17**      Assignment of Term Royalty Agreement executed on July 18, 2002 by Marlin Data Research,
             Inc. (incorporated by reference as Exhibit 2.5 to Form 8-K filed with the SEC on July 23,
                                                                                                      2002).
10.18**      Bill of Sale executed on July 18, 2002 by Marlin Data Research, Inc. and the registrant
             (incorporated by reference as Exhibit 2.6 to Form 8-K filed with the SEC on July 23, 2002).
10.19**      Agreement between the registrant and Rio Exploration Company dated January 15, 2003,
             (incorporated by reference as Exhibit 10.1 to Form 8-K filed with the SEC on February 12,
                                                                                                      2002).
10.20*       Compromise Settlement Agreement and Complete Release of All Lawsuits by and between
             Millennium Seismic, Inc. and Houston American Energy Corp. and John F. Terwilliger.
10.21*       Promissory Note of Houston American Energy Corp. in the amount of $1,128,522.63 dated
             December 31, 2002, payable to John F. Terwilliger.
99.1*        Certification of John F. Terwilliger, chief executive officer, pursuant to 18 U.S.C. Subsection
             1350 as adopted pursuant to Subsection 906 of the Sarbanes-Oxley Act of 2002.
99.2*        Certification of John F. Terwilliger, chief financial officer, pursuant to 18 U.S.C. Subsection
             1350 as adopted pursuant to Subsection 906 of the Sarbanes-Oxley Act of 2002.
__________
<FN>
*   Filed  herewith.
**  Incorporated  herein  as  indicated.
</TABLE>


                                       13
<PAGE>
(b)     Reports  on  Form  8-K.

     1.     Texas  Nevada  Oil & Gas Co., a Texas corporation, which merged with
and into Houston American Energy Corp. on January 22, 2002, filed a report on
Form 8-K on November 16, 2001, related to the Amended and Restated Plan and
Agreement of Merger the companies entered into as of September 26, 2001, a copy
of which was attached as an exhibit to the Form 8-K. Financial statements were
not required to be filed in connection with the Form 8-K.

     2.     On  July 23, 2002, the registrant filed a report on Form 8-K related
to an Exchange Agreement executed on July 19, 2002 between the registrant and
Millennium Seismic, Inc., whereby Millennium acquired 1,000,000 shares of the
registrant's common stock in exchange for Millennium's issuance to the
registrant of a no fee License Agreement for Use of Proprietary Data relating to
the registrant's utilization of Millennium's seismic data.

     3.     On  September  30,  2002,  the registrant filed a report on Form 8-K
related to a petition filed on September 20, 2002 in the district courts of
Harris County, Texas by Millennium Seismic, Inc. filed against the registrant
and John F. Terwilliger, the registrant's sole director and executive officer.
The filing of the petition relates to the agreements Millennium and the
Registrant entered into on July 19, 2002.

     4.     On  February  12,  2003,  the  registrant filed a report on Form 8-K
related to the agreement between the registrant and Rio Exploration Company
dated January 15, 2003 whereby the registrant acquired from Rio a 12.5 percent
interest of 100 percent interest in Hupecol, LLC, a Texas limited liability
company, and the Tambaqui Association Contract composed of 36,000 hectares, more
or less, and to be known as the Tambaqui Association Contract issued by
ECOPETROL and the State of Casanare, Colombia. Financial statements were not
required to be filed in connection with the Form 8-K.

ITEM  14.     CONTROLS  AND  PROCEDURES

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     The registrant's chief executive officer and chief financial officer have
evaluated our disclosure controls and procedures as of March 20, 2003, and they
have concluded that these controls and procedures are effective.

CHANGES IN INTERNAL CONTROLS

     There are no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to March 20, 2003.







                            INTENTIONALLY LEFT BLANK




                                       14
<PAGE>
                                   SIGNATURES

     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.

                                         HOUSTON  AMERICAN  ENERGY  CORP.


Dated  March  28,  2003



                                         By  /s/  John  F.  Terwilliger
                                           ----------------------------
                                             John  F.  Terwilliger,  President



     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:

<TABLE>
<CAPTION>
Name                        Signature                  Title                Date
-------------------  -----------------------  -----------------------  --------------
<S>                  <C>                      <C>                      <C>
John F. Terwilliger  /s/ John F. Terwilliger  Director, President,     March 28, 2003
                                              Treasurer and Secretary
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                                   INDEX TO FINANCIAL STATEMENTS

<S>                                                                                            <C>
Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2
Balance Sheet as of December 31, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-3
Statement of Loss From April 2, 2001 (Date of Inception) to December 31, 2002 . . . . . . . .  F-4
Statement of Shareholders' Deficit Accumulated in Development Stage From
     April 2, 2001 (Date of Inception) to December 31, 2002 . . . . . . . . . . . . . . . . .  F-5
Statement of Cash Flows Unaudited From April 2, 2001 (Date of Inception) to December 31, 2002  F-6
Notes to the Financial Statements From April 2, 2001 (Date of Inception) to December 31, 2002  F-7
</TABLE>


                                      F-1
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          INDEPENDENT AUDITOR'S REPORT

We  have audited the accompanying balance sheet of Houston American Energy Corp.
(a development stage company) as of December 31, 2002 and the related statements
of  loss,  shareholders' deficit, and cash flows for the year December 31, 2002,
for the period from April  2, 2001 (date of inception), to December 31, 2001 and
for  the  period  from  April 2, 2001 (date of inception), to December 31, 2002.
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  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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 over-all
financial  statement  presentation.  We  believe  that  our  audit  provides  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 Houston American Energy Corp. as
of  December  31, 2002, and the results of its operations and its cash flows for
the  year  December  31,  2002  and  for the period from April  2, 2001 (date of
inception)  to December 31, 2001, and from April 2, 2001 (date of inception)  to
December  31,  2002, in conformity with accounting principles generally accepted
in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going concern. The Company is in the development
stage as of December 31, 2002 has suffered recurring losses from operations, has
a  net working capital deficit, which raises substantial doubt about its ability
to  continue  as  a  going  concern.  As  discussed  in  Note 2 to the financial
statements,  successful completion of the Company's fund raising activities and,
ultimately,  the  attainment  of  profitable operations is dependent upon future
events,  including  obtaining  adequate  financing  to  fulfill  its development
activities  and  achieving  a level of revenue adequate to support the Company's
cost  structure.  The  financial  statements do not include any adjustments that
might  result  from  the  outcome  of  these  uncertainties.



                                           Thomas  Leger  &  Co.,  L.L.P.

February  21,  2003
Houston,  Texas


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                DECEMBER 31, 2002

                                     ASSETS
                                     ------

<S>                                                              <C>
CURRENT ASSETS
  Cash                                                           $       939
  Accounts receivable                                                  7,140
  Prepaid expenses                                                     7,026
                                                                 ------------

      TOTAL CURRENT ASSETS                                            15,105
                                                                 ------------

PROPERTY, PLANT AND EQUIPMENT
  Oil and gas properties, full cost method
    Costs subject to amortization                                    785,268
    Costs not being amortized                                        188,418
  Office equipment                                                     5,595
                                                                 ------------
  Total property, plant and equipment                                979,281
  Accumulated depreciation and depletion oil and gas properties     (745,661)
                                                                 ------------

      PROPERTY, PLANT AND EQUIPMENT, NET                             233,620
                                                                 ------------

OTHER ASSETS                                                           4,745
                                                                 ------------

  TOTAL ASSETS                                                   $   253,470
                                                                 ============

            LIABILITIES AND SHAREHOLDERS' DEFICIT
---------------------------------------------------------------

CURRENT LIABILITIES
  Accounts payable                                               $     5,245
  Accrued interest on shareholder loans                              149,706
  Notes payable, shareholder                                       1,128,523
                                                                 ------------

      TOTAL CURRENT LIABILITIES                                    1,283,474
                                                                 ------------

SHAREHOLDERS' DEFICIT
Common stock, par value $.001;
  100,000,000 shares authorized, 13,424,883 shares outstanding        13,425
Additional paid-in capital                                           283,575
Deficit accumulated in development stage                          (1,327,004)
                                                                 ------------

      TOTAL SHAREHOLDERS' DEFICIT                                 (1,030,004)
                                                                 ------------

  TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                    $   253,470
                                                                 ============

<FN>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                           HOUSTON AMERICAN ENERGY CORP.
                            A DEVELOPMENT STAGE COMPANY
                                 STATEMENT OF LOSS


                                                                     From April 2,
                                            For The Year Ended       2001 (Date of
                                        --------------------------   Inception) to
                                               December 31,          December 31,
                                        ------------  ------------  ---------------
                                            2002        2001(a)          2002
                                        ------------  ------------  ---------------
<S>                                     <C>           <C>           <C>
REVENUE                                 $    25,805   $    14,814   $       40,619
                                        ------------  ------------  ---------------

EXPENSES OF OPERATIONS
  Lease operating expense                    19,397        11,019           30,416
  General and administrative expense
    Accounting and legal                     93,688        19,927          113,615
    Rent                                     38,000         3,167           41,167
    Shareholder relations                    30,092             -           30,092
    Printing and duplicating                  6,082           309            6,391
    Registration fees                        11,825             -           11,825
    Telephone and fax                         9,583             -            9,583
    Dues and subscription                     3,623             -            3,623
    Miscellaneous                             4,625         1,017            5,642
  Depreciation and depletion                 24,166        37,592           61,758
  Interest expense                          112,405        43,602          156,008
  Write-off of merger expenses                    -       256,470          256,470
  Write-down of oil and gas properties
    due to ceiling limitation               109,573       574,331          683,904
  Gain from settled accounts payable        (42,870)            -          (42,870)
                                        ------------  ------------  ---------------
    Total  expenses                         420,189       947,434        1,367,623
                                        ------------  ------------  ---------------

FEDERAL INCOME TAXES                              -             -                -
                                        ------------  ------------  ---------------

NET LOSS                                $  (394,384)  $  (932,620)  $   (1,327,004)
                                        ============  ============  ===============

BASIC AND DILUTED LOSS PER SHARE        $     (0.03)  $     (0.08)
                                        ============  ============

BASIC WEIGHTED AVERAGE SHARES            12,119,842    11,403,414
                                        ============  ============
<FN>

      (a) THE 2001 FINANCIAL INFORMATION IS FOR THE PERIOD FROM APRIL 2, 2001
                     (DATE OF INCEPTION) TO DECEMBER 31, 2001.

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                  HOUSTON AMERICAN ENERGY CORP.
                                   A DEVELOPMENT STAGE COMPANY
                                STATEMENT OF SHAREHOLDERS' DEFICIT
                   FROM APRIL 2, 2001 (DATE OF INCEPTION) TO DECEMBER 31, 2002



                                                                         Deficit
                                                                       Accumulated
                                             Common         Stock        in the
                                     -------------------  Paid - in    Development
                                       Shares    Amount    Capital        Stage         Total
                                     ----------  -------  ----------  -------------  ------------
<S>                                  <C>         <C>      <C>         <C>            <C>
Balance at inception, April 2, 2001           -  $     -  $        -  $          -   $         -

Stock issued for cash                 1,000,000    1,000           -             -         1,000
Retroactive adjustment for stock
  split on September 25, 2001        10,403,414        -           -             -             -
Additional contributed capital
  from majority shareholder                   -   10,403           -             -        10,403

Net loss                                      -        -           -      (932,620)     (932,620)
                                     ----------  -------  ----------  -------------  ------------

Balance at December 31, 2001         11,403,414   11,403           -      (932,620)     (921,217)

Stock issued for -
  Reverse merger with
    Texas Nevada Oil and Gas Co.        596,469      597           -             -           597
  Cash                                1,350,000    1,350     268,650             -       270,000
  Consulting services                    75,000       75      14,925             -        15,000

Net loss                                      -        -           -      (394,384)     (394,384)
                                     ----------  -------  ----------  -------------  ------------

Balance at December 31, 2002         13,424,883  $13,425  $  283,575  $ (1,327,004)  $(1,030,004)
                                     ==========  =======  ==========  =============  ============

<FN>
             (a) THE 2001 FINANCIAL INFORMATION IS FOR THE PERIOD FROM APRIL 2, 2001
                            (DATE OF INCEPTION) TO DECEMBER 31, 2001.

            THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                    HOUSTON AMERICAN ENERGY CORP.
                                     A DEVELOPMENT STAGE COMPANY
                                       STATEMENT OF CASH FLOWS


                                                                                       FROM APRIL 2,
                                                FOR THE YEAR ENDED                     2001 (DATE OF
                                                   DECEMBER 31,                        INCEPTION) TO
                                               --------------------                     DECEMBER 31,
                                                       2002              2001(a)           2002
                                               --------------------  ---------------  ---------------
<S>                                            <C>                   <C>              <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Loss from operations                         $          (394,384)  $     (932,620)  $   (1,327,004)

ADJUSTMENTS TO RECONCILE NET LOSS TO
 NET CASH FROM OPERATIONS
  Depreciation and depletion                                24,166           37,592           61,758
  Write-down oil and gas properties                        109,573          574,331          683,904
  Non-cash expenses                                         38,076          257,646          295,722
  Gain from payable settlement                             (42,871)               -          (42,871)
  Increase in accounts receivable                           (1,921)          (5,218)          (7,139)
  (Increase) decrease in prepaid expense                     1,116           (8,142)          (7,026)
  (Increase) decrease in other assets                          796           (5,541)          (2,371)
  Increase in accounts payable                                   -                -                -
   and accrued expenses                                    108,076           90,341          196,043
                                               --------------------  ---------------  ---------------

  Net cash (used) provided by operations                  (157,373)           8,389         (148,984)
                                               --------------------  ---------------  ---------------

CASH FLOW FROM INVESTING ACTIVITIES
  Acquisition of properties and assets                    (210,427)               -         (210,427)
                                               --------------------  ---------------  ---------------

CASH FLOW FROM FINANCING ACTIVITIES
  Sale of common stock                                     285,000            1,000          286,000
  Loans from principal shareholder                          74,350                -           74,350
                                               --------------------  ---------------  ---------------

  Cash flow from financing activities                      359,350            1,000          360,350
                                               --------------------  ---------------  ---------------

INCREASE (DECREASE) IN CASH                                 (8,450)           9,389              939
  Cash, beginning of period                                  9,389                -                -
                                               --------------------  ---------------  ---------------

  Cash, end of period                          $               939   $        9,389   $          939
                                               ====================  ===============  ===============

SUPPLEMENTAL  SCHEDULE  OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
  Oil and gas properties acquired              $                 -   $      768,854   $      768,854
  Non-cash expense                                          38,076          257,646         295a,722
  Note payable for oil and gas properties
   and expenses                                             20,888        1,026,500        1,047,388

<FN>
               (a) THE 2001 FINANCIAL INFORMATION IS FOR THE PERIOD FROM APRIL 2, 2001
                              (DATE OF INCEPTION) TO DECEMBER 31, 2001.
              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
</TABLE>


                                      F-6
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  1  -  NATURE  OF  COMPANY  AND  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Houston American Energy Corp. (a Delaware Corporation) (the "Company") was
incorporated on April 2, 2001. The Company was organized to engage in the
acquisition, exploration and development of domestic and foreign oil and gas
properties.

The Company completed a stock split as of September 25, 2001, which resulted in
total outstanding shares of 11,403,414. The Company has retroactively applied
this stock split to all share amounts and per share amounts in these financial
statements and footnotes.

The Company completed a reverse merger with Texas Nevada Oil and Gas Co.
("TNOG") in January 2002. The Company issued 596,469 shares of common stock to
the shareholders of TNOG. As the majority surviving ownership in the merger, the
Company changed the name to Houston American Energy Corp. and treated the
transaction as an acquisition of TNOG.

OIL  AND  GAS  REVENUES-  The  Company  recognizes  oil and gas revenue from its
-----------------------
interest  in  producing  wells  as  oil  and gas is produced and sold from those
wells.  The  Company  does  not  anticipate  that  the  oil and gas sold will be
significantly  different  from  our  production  entitlement.

OIL  AND GAS PROPERTIES AND EQUIPMENT - The Company follows the full cost method
-------------------------------------
of accounting for oil and gas property acquisition, exploration and development
activities. Under this method, all productive and nonproductive costs incurred
in connection with the exploration for and development of oil and gas reserves
are capitalized. Capitalized costs include lease acquisition, geological and
geophysical work, delay rentals, costs of drilling, completing and equipping
successful and unsuccessful oil and gas wells and related internal costs that
can be directly identified with acquisition, exploration and development
activities, but does not include any cost related to production, general
corporate overhead or similar activities. Gain or loss on the sale or other
disposition of oil and gas properties is not recognized unless significant
amounts of oil and gas reserves are involved. No corporate overhead has been
capitalized as of December 31, 2002.

The capitalized costs of oil and gas properties, plus estimated future
development costs relating to proved reserves are amortized on a
units-of-production method over the estimated productive life of the reserves.
Unevaluated oil and gas properties are excluded from this calculation.

The capitalized oil and gas property costs, less accumulated amortization, are
limited to an amount (the ceiling limitation) equal to the sum of: (a) the
present value of estimated future net revenues from the projected production of
proved oil and gas reserves, calculated at prices in effect as of the balance
sheet date (with consideration of price changes only to the extent provided by
contractual arrangements) and a discount factor of 10%; (b) the cost of unproved
and unevaluated properties excluded from the costs being amortized; (c) the
lower of cost or estimated fair value of unproved properties included in the
costs being amortized; and (d) related income tax effects. Excess costs are
charged to proved properties impairment expense.

An allowance for impairment of $109,573 and $574,331 was provided at December
31, 2002 and 2001, respectively.

UNEVALUATED  OIL AND GAS PROPERTIES - Unevaluated oil and gas properties consist
-----------------------------------
principally of our cost of acquiring and evaluating undeveloped leases, net of
an allowance for impairment and transfers to depletable oil and gas properties.

When leases are developed, expire or are abandoned, the related costs are
transferred from unevaluated oil and gas properties to depletable oil and gas
properties. Additionally, the Company reviews the carrying costs of unevaluated
oil and gas properties for the purpose of determining probable future lease
expirations and abandonments, and prospective discounted future economic benefit
attributable to the leases. The Company records an allowance for impairment
based on a review of present value of future cash flows. Any resulting charge is
made to operations and reflected as a reduction of the carrying value of the
recorded asset.


                                      F-7
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  1  -  NATURE  OF  COMPANY  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

Unevaluated oil and gas properties not subject to amortization include the
following at December 31, 2002:

                   Acquisition costs                     $ 68,000
                   Evaluation costs                       120,418
                                                         --------
                                                         $188,418
                                                         ========

The carrying value of unevaluated oil and gas prospects include $57,747 expended
for properties in the South American country of Colombia. The Company is
maintaining their interest in these properties and development has or is
anticipated to commence within the next twelve months.

INCOME  TAXES - Deferred income taxes are provided on a liability method whereby
-------------
deferred tax assets and liabilities are established for the difference between
the financial reporting and income tax basis of assets and liabilities as well
as operating loss and tax credit carry forwards. 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 effects of
changes in tax laws and rates on the date of enactment.

OFFICE  AND  EQUIPMENT  - Office equipment is stated at cost and are depreciated
----------------------
using the straight-line method over the estimated useful lives of the assets,
generally 5 years. Routine repairs and maintenance costs are charged to
operations as incurred while the costs of significant improvements are
capitalized. Depreciation expense and accumulated depreciation for the year
ended December 31, 2002 was $1,119 and $1,679.

PREFERRED  STOCK  -  The  Company  has authorized 10,000,000 shares of preferred
----------------
stock with a par value of $0.001. The Board of Directors shall determine the
designations, rights, preferences, privileges and voting rights of the preferred
stock as well as any restrictions and qualifications thereon. No shares of
preferred stock have been issued.

STATEMENT  OF CASH FLOWS - Cash equivalents consists of demand deposits and cash
------------------------
investments with initial maturity dates of less than three months. The Company
paid no interest or taxes during the period of the accompanying financial
statements.

NET  LOSS  PER SHARE - Basic loss per share is computed by dividing the net loss
--------------------
available to common shareholders by the weighted average of common shares
outstanding during the period, as retroactively adjusted by the stock split
described in the second paragraph of Note 1. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock, where such exercise or conversion
would result in a lower EPS amount. At December 31, 2002 and 2001, there were no
convertible or dilutive common share equivalents outstanding.

USE  OF  ESTIMATES  - The preparation of financial statements in conformity with
------------------
generally accepted accounting principles requires the Company to make estimates
and assumptions that could affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.

GENERAL  AND ADMINISTRATIVE EXPENSE - Includes approximately $43,000 of expenses
-----------------------------------
that were incurred and subsequently settled by the Company for less than their
value. Invoices totaling $68,000 were liquidated for approximately $25,000 and
the difference, including other payable adjustments and compromises, has been
included in the statement of operations as a Gain from Settled Accounts Payable.
The settled charges were principally from legal costs and the expenses
associated with becoming a public reporting company.

RECENT  ACCOUNTING PRONOUNCEMENT - In August 2001, the FASB issued Statement No.
--------------------------------
144 "Accounting for the impairment of Long-Lived Assets". This statement
supersedes Statement No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of", and the accounting and
reporting provisions of


                                      F-8
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  1  -  NATURE  OF  COMPANY  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
(CONTINUED)

APB Opinion 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions", for the disposal of a segment of a business.
The statement is effective for the Company in fiscal 2003. The Company does not
expect the adoption of Statement No. 144 to have a material impact on our future
results of operations or financial position.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires liability recognition for retirement
obligations associated with tangible long-lived assets, such as producing well
sites and other assets associated with oil and gas activities. SFAS 143 requires
that the fair value of a liability for an asset retirement obligation be
recorded in the period in which it is incurred and the corresponding cost
capitalized by increasing the carrying amount of the related long-lived asset.
The liability is accreted to its present value of each period, and the
capitalized cost is depreciated over the useful life of the related asset. If
the liability is settled for an amount other than the recorded amount, a gain or
loss is recognized.

The Company will adopt SFAS No. 143 effective January 1, 2003. Management does
not expect this standard to have an impact on the financial position at the date
of adoption (January 1, 2003).

NOTE  2  -  DEVELOPMENT  STAGE

The Company is in the development stage and has minimum revenue to support its
operations. It is dependent on the majority shareholder to fund its operations
and cost associated with the acquisition, exploration and development of oil and
gas properties. Management has and will continue to attempt to obtain funds
through private and/or public securities offerings.

NOTE  3  -  NOTES  PAYABLE

Notes payable at December 31, 2002, in the amount of $1,128,523, is due to a
majority shareholder. The note bears interest at 10%, and the principal and
interest is due on demand with all our oil and gas properties serving as
collateral.

NOTE  4  -  RELATED  PARTIES

The Company's producing oil and gas properties were purchased, at cost, from an
affiliate of a major shareholder.

NOTE  5  -  INCOME  TAXES

The following table sets forth a reconciliation of the statutory federal income
tax for the year ended December 31, 2002 and for the period from April 2, 2001
(date of inception) to December 2001.

<TABLE>
<CAPTION>
<S>                                                  <C>         <C>
                                                          2002        2001
                                                     ----------  ----------

      Loss before income taxes                       $(394,384)  $(932,620)
                                                     ==========  ==========

      Income tax computed at statutory rates         $(134,091)  $(317,091)
      Adjustment to net operating loss carryforward     30,560           -
      Permanent differences, nondeductible expenses          -      69,165
      Increase in valuation allowance                  103,531     247,926
                                                     ----------  ----------

      Tax provision                                  $       -   $       -
                                                     ==========  ==========
</TABLE>


                                      F-9
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  5  -  INCOME  TAXES,  (CONTINUED)

No federal income taxes have been paid since the inception of the Company. The
Company has a net operating loss carry forward of approximately $842,100 which
will expire in 2016 and 2017.

DEFERRED  INCOME  TAXES
-----------------------

The tax effects of the temporary differences between financial statement income
and taxable income are recognized as a deferred tax asset and liability.
Significant components of the deferred tax asset and liability as of December
31, 2002 are set out below.

<TABLE>
<CAPTION>
<S>                                                 <C>
        Deferred tax asset:
           Net operating loss carry forwards        $ 286,312
           Valuation allowance                       (348,874)
           Tax over book depreciation, depletion
             and capitalization methods on oil
             and gas properties                        24,344
           Book over tax accrued interest payments     38,218
                                                    ----------

        Net deferred tax asset                      $       -
                                                    ==========
</TABLE>


NOTE  6  -  COMMITMENT

As of December 31, 2002, the Company had lease obligation for office space that
expires on November 30, 2006.


                        YEAR            AMOUNT
                                     -----------
                        2003         $    38,000
                        2004              38,000
                        2005              38,000
                        2006              34,833
                                     -----------

                        Total        $   148,833
                                     ===========


NOTE  7  -  SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT AND
PRODUCTION  ACTIVITIES  (UNAUDITED)

This footnote provides unaudited information required by Statement of Financial
Accounting Standards No. 69, "Disclosures about Oil and gas Producing
Activities".

CAPITAL  COSTS
--------------

Capitalized costs and accumulated depletion relating to our oil and gas
producing activities as of December 2002, all of which are conducted within the
continental United States of America and Colombia, South America are summarized
below:


                                      F-10
<PAGE>
                          HOUSTON AMERICAN ENERGY CORP.
                           A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE  7  -  SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT AND
PRODUCTION  ACTIVITIES  (UNAUDITED)  -  (CONTINUED)

<TABLE>
<CAPTION>
                                                South American
                                                  country of
                                       USA         Columbia
                                    ----------  ---------------
<S>                                 <C>         <C>
Properties subject to amortization  $ 785,267   $             -
Unevaluated properties                130,670            57,748
Less accumulated amortization and
  Impairment                         (743,982)                -
                                    ----------  ---------------

Capitalized costs                   $ 171,955   $        57,748
                                    ==========  ===============
</TABLE>


COSTS  INCURRED
---------------

Costs  incurred in oil and gas property acquisition, exploration and development
activities  at  December  31,  2002  are  summarized  below:

<TABLE>
<CAPTION>
<S>                                      <C>
            Property acquisition costs:
               Proved                    $ 18,333
               Unproved                   192,094
                                         --------

            Total costs incurred         $210,427
                                         ========
</TABLE>


RESERVE INFORMATION AND RELATED STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET
-----------------------------------------------------------------------------
CASH FLOWS
-----------

The following supplemental un-audited presentation of proved reserve quantities
and related standardized measure of discounted future net cash flows provides
estimates only and does not purport to reflect realizable values or fair market
values of our reserves. Volumes reported for proved reserves are based on
reasonable estimates. These estimates are consistent with current knowledge of
the characteristics and production history of the reserves. The Company
emphasizes that reserve estimates are inherently imprecise and that estimates of
new discoveries are more imprecise than those of producing oil and gas
properties. Accordingly, significant changes to these estimates can be expected
as future information becomes available.

Proved reserves are those estimated reserves of crude oil (including condensate
and natural gas liquids) and natural gas that geological and engineering data
demonstrate with reasonable certainly to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Proved
developed reserves are those expected to be recovered through existing wells,
equipment, and operating methods.

The standardized measure of discounted future net cash flows relating to proved
oil and gas reserves is computed by applying year-end prices of oil and gas
(with consideration of price changes only to the extent provided by contractual
arrangements) to the estimated future production of proved oil and gas reserves,
less estimated future expenditures (based on year-end costs) to be incurred in
developing and producing the proved reserves, less estimated related future
income tax expenses (based on year-end statutory tax rates, with consideration
of future tax rates already legislated), and assuming continuation of existing
economic conditions. Future income tax expenses give effect to permanent
differences and tax credits but do not reflect the impact of continuing
operations including property acquisitions and exploration. The estimated future
cash flows are then discounted using a rate of ten percent a year to reflect the
estimated timing of the future cash flows.


                                      F-11
<PAGE>
NOTE  7  -  SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT AND
PRODUCTION  ACTIVITIES  (UNAUDITED)  -  (CONTINUED)

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                       ---------  ---------
                                                          2002     2001(a)
                                                       ---------  ---------
                                                          GAS       (mcf)
                                                       --------------------
<S>                                                    <C>        <C>
Proved developed reserves:
    Beginning of year                                    27,999          -
    Extensions and discoveries                                -     34,169
    Revision of previous estimates                         (170)         -
    Production                                           (8,957)    (6,170)
                                                       ---------  ---------
    End of year                                          18,872     27,999
                                                       =========  =========

Standard measure of discounted future net cash flows:

    Future cash inflows                                $ 65,760   $ 55,399
    Future production cost                              (19,993)   (27,827)
                                                       ---------  ---------
    Future net cash flow                                 45,767     27,572
    10% annual discount for estimated timing
      of cash flows                                      (4,478)    (3,905)
                                                       ---------  ---------
Standardized measure of discounted future net
    cash flow relating to proved gas reserves          $ 41,289   $ 23,677
                                                       =========  =========

Changes in standardized measure:

    Changes due to current year operations:
      Sales of gas, net of production costs            $ (4,843)  $ (3,795)
      Extensions and discoveries                              -     27,462
    Changes due to revisions in standaradized value
     Prices and production cost:                         23,940          -
       Revision of previous quantity estimates             (280)         -
       Accretioned discount                               2,367          -
       Production rates (timing) and other               (3,562)         -
                                                       ---------  ---------
    Net                                                  17,622     23,667

       Beginning of year                                 23,667          -
                                                       ---------  ---------
       End of year                                     $ 41,289   $ 23,667
                                                       =========  =========

<FN>
(a) The 2001 information is for the period from April 2, 2001 (date of
inception) to December 31, 2001.
</TABLE>


                                      F-12
<PAGE>