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.
               (Exact name of registrant as specified in Charter)

           Delaware                 0-33027              76-0675953
--------------------------------  -----------  ---------------------------------
(State or other jurisdiction of   (Commission  (IRS Employer Identification No.)
 incorporation or organization)     File No.)

                          801 Travis Street, Suite 2020
                              Houston, Texas 77002
                (Address of Principal Executive Offices)(Zip Code)

                            (Issuer Telephone number)

          (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))


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.


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