SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10QSB



                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                 Commission File Number
- - -----------------                                 ----------------------
September 30, 2002                                     000-31553


                            HOUSTON OPERATING COMPANY
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                     76-0307819
- - --------------------------------                        -------------------
     (State of incorporation)                           (I.R.S. Employer
                                                        Identification No.)

                11145 Rockland Dr., Littleton,           80127
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (720) 981-0523


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                  Yes  X       No
                                     -----        ------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                7,795,171 common shares as of September 30, 2002

                              FINANCIAL STATEMENTS
                        HOUSTON OPERATING COMPANY, INC.


HOUSTON OPERATING COMPANY, INC. BALANCE SHEETS (Unaudited) September 30, December 31, 2002 2001 ---------------- ------------- ASSETS: Current Assets: Cash $ 450 $ 541 ---------------- ------------- Total Current Assets 450 541 ---------------- ------------- TOTAL ASSETS $ 450 541 ================ ============= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 1,353 $ 1,353 Advances from shareholders' 1,896 1,896 ---------------- ------------- Total Current Liabilities 3,249 3,249 ---------------- ------------- Stockholders' Equity (Deficit): Common stock, $.001 par value; 50,000,000 shares authorized; 7,795,171 shares issued and outstanding, respectively 7,795 7,795 Additional paid-in capital 38,350 38,350 Retained deficit (48,944) (48,853) ---------------- ------------- Total Stockholders' Equity (Deficit) (2,799) (2,708) ---------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 450 $ 541 ================ =============
See accountants reveiw report.
HOUSTON OPERATING COMPANY, INC. STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, 2002 2001 ---- ---- REVENUES: $ - $ - OPERATING EXPENSES: Sales and marketing - - General and administrative 62 - --------- ---------- Total Operating Expenses 62 - --------- ---------- Net Loss from Operations (62) - --------- ---------- Other Income and expenses: Interest income - - Interest expense - - Other - - --------- ---------- - - --------- ---------- Net Loss $ (62) $ - ========= ========== Weighted average number of shares outstanding 7,795,171 2,795,171 ========= ========== Basic and diluted net loss per share $ - $ - ========= ==========
See accountants review report.
HOUSTON OPERATING COMPANY, INC. STATEMENTS OF OPERATIONS (Unaudited) Nine Months Ended September 30, 2002 2001 ---- ---- REVENUES: $ - $ - OPERATING EXPENSES: Sales and marketing - - General and administrative 91 - --------- ---------- Total Operating Expenses 91 - --------- ---------- Net Loss from Operations (91) - --------- ---------- Other Income and expenses: Interest income - - Interest expense - - Other - - --------- ---------- - - --------- ---------- Net Loss $ (91) $ - ========= ========== Weighted average number of shares outstanding 7,795,171 2,795,171 ========= ========== Basic and diluted net loss per share $ - $ - ========= ==========
See accountants review report.
HOUSTON OPERATING COMPANY, INC. STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2002 2001 ---- ---- Cash Flows From Operating Activities: Net (Loss) $ (91) $ - Adjustments to reconcile net loss to net cash used in operating activities: Stock issued for services - - Changes in assets and liabilities: Increase in Advances from Stockholders - - --------- --------- - - --------- --------- Net Cash Used in Operating Activities (91) - --------- --------- Cash Flow From Financing Activities: Issuance of Common Stock - - --------- --------- Net Cash Provided By Financing Activites - - --------- --------- Increase (Decrease) in Cash (91) - Cash and Cash Equivalents - Beginning of period 450 - --------- --------- Cash and Cash Equivalents - End of period $ 512 $ - ========= ========= Supplemental Cash Flow Information: Interest paid $ - $ - ========= ========= Taxes paid $ - $ - ========= =========
See accountants reveiw report.
HOUSTON OPERATING COMOPANY, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) Additional Common Stock Paid-In Accumulated Shares Amount Capital Deficit Totals ------ ------ ------- ------- ------ Balance - December 31, 1997 2,795,171 $ 2,795 $ 28,820 $ (38,874) $ (7,259) Net loss for period - - - (1,725) (1,725) ---------- ------- -------- ---------- --------- Balance - December 31, 1998 2,795,171 2,795 28,820 (40,599) (8,984) ---------- ------- -------- ---------- --------- Conversion of loan payable to additional paid-in capital - - 9,530 - 9,530 Net loss for year - - - (1,000) (1,000) ---------- ------- -------- ---------- --------- Balance - December 31, 1999 2,795,171 2,795 38,350 (41,599) (454) ---------- ------- -------- ---------- --------- Stock issuance for cash 1,000,000 1,000 - - 1,000 Stock issuance for services 4,000,000 4,000 - - 4,000 Net loss for year - - - (7,254) (7,254) ---------- ------- -------- ---------- --------- Balance - December 31, 2000 7,795,171 7,795 38,350 (48,853) (2,708) ---------- ------- -------- ---------- --------- Net loss for period - - - (91) (91) ---------- ------- -------- ---------- --------- Balance - September 30, 2002 7,795,171 $ 7,795 $ 38,350 $ (48,944) $ (2,799) ---------- ------- -------- ---------- ---------
See accountants reveiw report. HOUSTON OPERATING COMPANY, INC. NOTES TO FINANCIAL STATEMENTS Note 1. Presentation of Interim Information In the opinion of the management of Houston Operating Company, Inc., the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of September 30, 2002, and the results of operations for the nine months ended September 30, 2002 and cash flows for the nine months ended September 30, 2002. Interim results are not necessarily indicative of results for a full year. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information which would be included in the Company's audited financial statements and notes . MANAGEMENT DISCUSSION & ANALYSIS RESULT OF OPERATION FOR THE QUARTER ENDED SEPTEMBER 30, 2002 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2001. The Company had no revenues or operations for the period in 2002 or 2001. The Company incurred $62 in expenses in the quarter in 2002 and no expenses in the quarter in 2001. The net profit/loss for the quarter was ($62) in 2002 and $0 in 2001. Loss per share was nominal in 2002 and none in 2001 for the quarter. RESULTS OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO SAME PERIOD IN 2001. The Company had no revenues or operations for the nine month period in 2002 or 2001. The Company incurred $91 in miscellaneous expenses in the period in 2002 and no expenses in the period in 2001. The net loss for the nine month period was ($91) in 2002 and $0 in 2001. Loss per share was nominal in 2002 and none in 2001 for the period. LIQUIDITY AND CAPITAL RESOURCES The Company does not have capital sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities and Exchange Act of 1934. The Company will have to seek loans or equity placements to cover such cash needs. In the event the Company isable to complete a business combination during this period, lack of its existing capital may be a sufficient impediment to prevent it from accomplishing the goal of completing a business combination. There is no assurance, however, that without funds it will ultimately allow registrant to complete a business combination. Once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. Irrespective of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULT UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None Appointment of New Directors and Resignation of Directors None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Reports on Form 8-K were made for the period for which this report is filed. Exhibit 99.14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 14, 2002 HOUSTON OPERATING COMPANY /s/J.R. Nelson ----------------------------- J.R. NELSON, President
EXHIBIT 99.14

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Amended  Quarterly  Report of Houston  Operating  Company
(the "Company") on Form 10-QSB for the period ending September 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report").
I, J.R. Nelson,  President, CEO, and CFO of the company, certify, pursuant to 18
USC Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act
of 2002, that to the best of my knowledge and belief.

        (1)     The Report fully complies with the requirements of Section 13(a)
                or 15(d) of the Securities Exchange Act of 1934; and

        (2)     The information contained in the Report fairly presents, in all
                material respects, the financial condition and results of
                operations of the Company.


                                         /s/J.R. Nelson
                                         --------------------------------
                                         J.R. Nelson, President/CEO/CFO

Dated:  11/14/02