SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 2, 2006
HOUSTON AMERICAN ENERGY CORP.
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(Exact name of registrant as specified in Charter)
Delaware 0-33027 76-0675953
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(State or other jurisdiction of (Commission (IRS Employer Identification No.)
incorporation or organization) File No.)
801 Travis Street, Suite 2020
Houston, Texas 77002
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(Address of Principal Executive Offices)(Zip Code)
713-222-6966
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(Issuer Telephone number)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
Item 1.01. Entry into a Material Definitive Agreement.
On May 2, 2006, Houston American Energy Corp. (the "Company") notified the
holders of its 8% Subordinated Convertible Notes (the "Notes") of its election
to convert the Notes into shares of the Company's common stock. As a result of
such election, the full principal amount of the Notes of $2,125,000 has been
satisfied by conversion of the same into 2,125,000 shares of common stock.
The shares of common stock issued on conversion of the Notes were offered and
issued pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act of 1933. Each of the investors is an "accredited investor",
as defined in Rule 501 promulgated under the Securities Act.
Item 3.02. Unregistered Sales of Equity Securities
See Item 1.01 above.
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 hereunto duly authorized.
HOUSTON AMERICAN ENERGY CORP.
Dated: May 2, 2006
By: /s/ John Terwilliger
John Terwilliger,
President and
Chief Executive Officer