================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- HOUSTON AMERICAN ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 76-0675953 (State of incorporation or (I.R.S. Employer organization) Identification No.) 801 Travis Street, Suite 2020 Houston, Texas 77070 (Address of principal executive offices, including zip code) ------------------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [_] Securities Act registration statement file numbers to which this form relates: N/A. Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Common Stock, $0.001 par value American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None. ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The class of securities to be registered hereby is the common stock, $0.001 par value per share (the "Common Stock'), of Houston American Energy Corp., a Delaware corporation (the "Company"). A description of the Common Stock is contained under the caption "Description of Securities" in the Prospectus included in the Registration Statement on Form SB-2 of the Company, Registration Statement File No. 333-134756, filed with the Securities and Exchange Commission on June 6, 2006 and declared effective on June 16, 2006. Such description is incorporated herein by reference. Item 2. Exhibits. -------- Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no securities of the Company other than its Common Stock are registered on an exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HOUSTON AMERICAN ENERGY CORP. By: /s/ John F. Terwilliger ------------------------------------ John F. Terwilliger Chief Executive Officer Dated: July 20, 2006