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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-KSB

(Mark One)

|ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

|o | TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2001

Commission File No. 001-31242

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CALWEST VENTURES, INC.(Name of small business issuer in its charter)

Nevada(State or other jurisdiction of
Incorporation or Organization)

33-0913679(I.R.S. Employer Identification Number)


CALWEST VENTURES, INC.
1070 Sidonia Street
Encinitas, CA 92024
Telephone (760) 942 4896(Address, including zip code and telephone number, including area code, of registrant's executive offices)

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock(Title of class)

Check
whether the issuer (1) 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Check
if 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.

Issuer's
revenues for its most recent fiscal year:$3,779.

State
the aggregate market value of the voting stock held by non-affiliates, computed by reference to the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days: As of April 3, 2002 $91,000.

State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of April 3, 2002 there were 2,290,000 shares of the
Company's common stock issued and outstanding.

Documents
Incorporated by Reference:Three

This
Form 10-KSB consists of Twenty Five Pages

Exhibit
Index is located at Page Thirteen

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TABLE OF CONTENTS  FORM 10-KSB ANNUAL REPORT  CALWEST VENTURES, INC.

|            |  |                                                                                                                 |  | PAGE      
|----------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----------
|Facing Page |  |                                                                                                                 |  |           
|Index       |  |                                                                                                                 |  |           
|PART I      |  |                                                                                                                 |  | 1         
|Item 1.     |  | Description of Business                                                                                         |  | 1         
|Item 2.     |  | Description of Property                                                                                         |  | 6         
|Item 3.     |  | Legal Proceedings                                                                                               |  | 6         
|Item 4.     |  | Submission of Matters to a Vote of Security Holders                                                             |  | 6         
|PART II     |  |                                                                                                                 |  | 6         
|Item 5.     |  | Market for the Registrant's Common Equity and Related Stockholder Matters                                       |  | 6         
|Item 6.     |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                           |  | 6         
|Item 7      |  | Financial Statements                                                                                            |  | F-1 - F-10
|Item 8.     |  | Changes in and Disagreements on Accounting and Financial Disclosure                                             |  | 10        
|PART III    |  |                                                                                                                 |  | 10        
|Item 9.     |  | Directors, Executive Officers, Promoters and Control Persons, Compliance with Section 16(a) of the Exchange Act |  | 10        
|Item 10.    |  | Executive Compensation                                                                                          |  | 10        
|Item 11.    |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 10        
|Item 12.    |  | Certain Relationships and Related Transactions                                                                  |  | 11        
|PART IV     |  |                                                                                                                 |  | 12        
|Item 13.    |  | Exhibits and Reports on Form 8-K                                                                                |  | 12        
|SIGNATURES  |  | 13                                                                                                             

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

History

Calwest Ventures, Inc. was incorporated under the laws of the State of Nevada on May 19, 2000. We are a development stage company that intends to
market dietary supplements. Calwest will sell products through the Internet and independent distributors. We plan to expand our distribution channels throughout the United States and Canada including
health food stores and drug, retail and grocery store chains. We will initially offer only two products for which we have acquired a distribution license from our supplier. We commenced business
operations as a dietary supplement distributor on May 1, 2001.

On
June 22, 2001 we conducted a five for one forward split of our common stock. Immediately prior to that date, we had issued 5,000,000 shares to the founders, 910,000 shares in
connection with our private placement, 10,000 shares in connection with licensing agreement with our supplier, and 78,000 shares for consulting services, for an aggregate of 5,998,000 shares
outstanding. At the completion of the forward split, there were 29,990,000 shares of common stock outstanding. All references with respect to the number of our common shares have been adjusted to
reflect this five for one forward stock split.

Our
administrative office is located at 1070 Sidonia Street, Encinitas, CA 9202, telephone (760) 942 4896. Our Internet address is www.calwestventures.com.

Business

We will be engaged in the business of selling dietary supplements through our web site at www.realhealth.ws. We also intend to set up a network of independent
contractor distributors. Our plan is to acquire licensing rights to distribute dietary supplements manufactured and supplied by third parties. To date we have secured one license for the distribution
of dietary supplements and we have located three independent distributors for direct sales to third parties. We have no plan to engage in the creation or manufacturing of dietary supplements. No part
of our web site is to be considered a part of this prospectus.

The License Agreement

We have entered into a non-exclusive license agreement effective as of May 1, 2001 for the supply of our products with Royal Nutriceuticals,
1599 Chilton Street, Arroyo Grande, CA 93420. Royal Nutriceuticals is a sole proprietorship owned exclusively by Dr. Charles Cochran, Doctor of Chiropratic, the creator of the products which
have been licensed to Calwest. Our licensor also sells these same products under different names to other companies.

Under
the terms of the licensing agreement, Calwest has the nonexclusive right to market and sell the licensed product in the United States and Canada. In exchange for the license,
Calwest is obligated to issue 10,000 (50,000 shares post five for one stock split) shares of common stock to Royal Nutriceuticals and pay an initial $1,000 license fee no later than May 31,
2001 which has been paid. Thereafter, we must purchase a minimum of $10,000 of the product line by May 31, 2002, $100,000 by May 31, 2003, and a further $200,000 by May 31, 2004
to retain its license. If these minimum purchase levels are not achieved, Royal has the right to terminate the agreement, immediately and without penalty.

The
term of the license agreement is for a period of three years beginning May 1, 2001. The product line consists of cetyl myristoleate in powder or oils, artichoke sarsaparilla
powdered extract, skincare products with flavosomes or any other mutually agreed upon products that may be developed

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by Dr. Cochran. Calwest may renew the license agreement under the same terms for additional three-year periods, so long as Calwest is not in default, by providing written notice to
Royal Nutriceuticals. Any renewal of the agreement will require a minimum purchase of products of $200,000 per year. Royal Nutriceuticals may terminate the agreement for cause, which includes a breach
by Calwest of the contract, the bankruptcy or insolvency of Calwest, or the conviction of Calwest, its officers or directors, of any crime involving moral turpitude.

The Products

Our products are known in the industry as nutraceutical formulas or formulations. These formulations are, in all cases, developed exclusively by our supplier. We
currently have two products that will be supplied by Royal Nurticeuticals under the terms of the license agreement. The first product is called "Re-Liv" which will be available in capsule
or powdered form. Re-Liv contains a blend of artichoke and sarsaparilla root. The purpose of this supplement is to help support and rejuvenate the liver. Other possible uses of
Re-Liv are to stimulate bile flow, improve digestion, increase cell consumption of glucose, and the utilization of glycogen for energy. Re-Liv is also designed to improve
gallbladder metabolism.

Our
second product is called "Joint Health." This product is derived from a proprietary formula belonging to Dr. Cochran. It is designed to improve joint tissues. The product
contains cetyl myristoleate, glucosamine, collagen (type II), methyl sulfonylmethane and a proprietary blend of herbal extracts.

Raw Materials and Manufacturing

We distribute but do not manufacture any of our own products. We currently rely on a single source for our products, Royal Nutriceuticals. Our agreement with this
supplier is not exclusive. We have a contract in place which we believe protects our right to purchase sufficient quantities of this product to meet our estimated needs through at least
June 2004. We do not know whether we could obtain substitute products or whether obtaining substitute products would be cost prohibitive if for any reason our relationship with this supplier
was interrupted. There can be no assurance that the loss of our supplier would not have a material adverse effect on our operations.

Marketing

We
plan to implement the following two-phase marketing strategy within the next twelve months:

The
first phase is to offer our products to potential customers such as retail outlets by establishing a network of independent contractor distributors. Currently, we have three such
distributors in place. We also intend to prepare and design marketing materials, provide spokespersons to help market the product, and to provide marketing support through our web site.

The
second phase would be to establish a channel of distribution through our website at www.realhealth.ws. Initially we will offer only two products on the web site, Re-Liv
and Joint Health. We intend, however, to also offer skin care products that will be made available to us under the terms of our license agreement with Royal Nutriceuticals on our web site. We
anticipate being able to fully implement our marketing plan within the next twelve months.

We
have paid for, constructed and maintain our own e-commerce web site at www.realhealth.ws. This site is being used as a marketing tool and an Internet store for retail
sales of the Re-Liv and Joint Health products. As new products are developed, these will be added to our online store. Our online store is modeled after the web site of the inventor of the
products, Dr. Charles Cochran, located at www.drcochranonline.com. Dr. Cochran is believed to have a large and loyal following in the health products industry. Thus, with
Dr. Cochran's permission, our web site is a stylistic mirror of his web site

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for consistency. Dr. Cochran's web site has been constructed, paid for and maintained by Dr. Cochran, and is not otherwise in any manner related to our website. In addition,
Dr. Cochran's web site does not contain an online store or any e-commerce capacities. The only relationship between Calwest and Dr. Cochran is the licensing agreement
discussed on page    .

COMPETITION

The nutraceutical products industry is large and intensely competitive. We compete directly with companies that manufacture and market nutritional products in
each of the product lines we will distribute, including companies such as Twin Labs Corporation, Weider Nutrition International, Inc., IVC Industries, and Perrigo Company. Our competitors in
the nutritional supplements market have longer operating histories, greater name recognition and financial resources than do we. Methods of competition in our industry include advertising on
television, radio and print media, infomercials on television and Internet advertising, as well as celebrity product endorsements. In addition, our competitor's nutritional supplements can be
purchased in a wide variety of distribution channels.

Our
competitive position in the industry will not be significant because we lack the resources to launch any type of advertising on television, radio or in the print media. We can,
however, compete in a limited way on the Internet by placing our name on Internet search engines and developing strategic partnerships with other Internet companies. At this time, however, we have not
yet launched any type of Internet marketing campaign and we have no strategic Internet partnerships or affiliations. In addition, our products are also relatively limited compared to the wide variety
of products offered by many other nutritional product companies.

EMPLOYEES

Initially, we intend to use the services of independent contractors for sales of our products. At present, our only employee is Ms. Cartledge.

Employees and Employment Agreements

At
present, we have no employees, other than Ms. Cartledge, our president and sole director who has received no compensation for her services. Ms. Cartledge does not have
an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There
are presently no personal benefits available to any employees.

TRADEMARKS

We do not utilize any trademarks or patent rights in our business.

GOVERNMENT REGULATIONS

The advertising, promotion, distribution and sale of our products are subject to regulation by numerous governmental agencies, the most active of which is the
U.S. Food and Drug Administration (the "FDA"), which regulates our products under the Federal Food, Drug and Cosmetic Act (the "FDCA") and regulations promulgated thereunder. Calwest's products are
also subject to regulation by, among other regulatory agencies, the Consumer Product Safety Commission, the U.S. Department of Agriculture (the "USDA") and the Environmental Protection Agency (the
"EPA"). Advertising of our products is subject to regulation by the U.S. Federal Trade Commission (the "FTC"), which regulates our advertising under the Federal Trade Commission Act (the "FTCA"). The
manufacture, labeling and advertising of our products are also regulated by various state and local agencies as well as each foreign country to which the Company distributes its products.

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The
Dietary Supplement Health and Education Act of 1994 ("DSHEA") revised the provisions of the FDCA concerning the regulation of dietary supplements. In the judgment of the Company, the
DSHEA is favorable to the dietary supplement industry. The legislation for the first time defined "dietary supplement." The term "dietary supplement" is defined as a product intended to supplement the
diet that contains one or more of certain dietary ingredients, such as a vitamin, a mineral, an herb or botanical, an amino acid, a dietary substance for use by man to supplement the diet by
increasing the total dietary intake, or a concentrate, metabolite, constituent, extract, or combination of the preceding ingredients. The products marketed by the Company are regulated as dietary
supplements under the FDCA.

Under
the current provisions of the FDCA there are four categories of claims that pertain to the regulation of dietary supplements. Health claims are claims that describe the
relationship between a nutrient or dietary ingredient and a disease or health related condition and can be made on the labeling of dietary supplements if supported by significant scientific agreement
and authorized by the FDA in advance via notice and comment rulemaking. Nutrient content claims describe the nutritional value of the product and may be made if defined by the FDA through notice and
comment rulemaking and if one serving of the product meets the definition. Health claims may also be made if a scientific body of the U.S. government with official responsibility for the public health
has made an authoritative statement regarding the claim, the claim accurately reflects that statement and the manufacturer, among other things, provides the FDA with notice of and the basis for the
claim at least 120 days before the introduction of the supplement with a label containing the health claim into interstate commerce. For health claims that the FDA has approved, no prior
notification is required.

Statements
of nutritional support or product performance, which are permitted on labeling of dietary supplements without FDA pre-approval, are defined to include statements
that: (i) claim a benefit related to a classical nutrient deficiency disease and discloses the prevalence of such disease in the United States; (ii) describe the role of a nutrient or
dietary ingredient intended to affect the structure or function in humans; (iii) characterize the documented mechanism by which a dietary ingredient acts to maintain such structure or function;
or (iv) describe general well-being from consumption of a nutrient or dietary ingredient. In order to make a nutritional support claim the marketer must possess substantiation to
demonstrate that the claim is not false or misleading and if the claim is for a dietary ingredient that does not provide traditional nutritional value, prominent disclosure of the lack of FDA review
of the relevant statement and notification to the FDA of the claim is required. Drug claims are representations that a product is intended to diagnose, mitigate, treat, cure or prevent a disease. Drug
claims are prohibited from use in the labeling of dietary supplements.

Claims
made for our dietary supplement products may include statements of nutritional support and health and nutrient content claims when authorized by the FDA or otherwise allowed by
law. The FDA's interpretation of what constitutes an acceptable statement of nutritional support may change in the future thereby requiring that the Company revise its labeling. The FDA recently
issued a proposed rule on what constitutes permitted structure/function claims as distinguished from prohibited disease claims. Although we believe our product claims comply with the law, depending on
the content of the final regulation, we may need to revise its labeling. In addition, a dietary supplement that contains a new dietary ingredient (i.e., one not on the market before October 15,
1994) must have a history of use or other evidence of safety establishing that it is reasonably expected to be safe. The manufacturer must notify the FDA at least 75 days before marketing
products containing new dietary ingredients and provide the FDA the information upon which the manufacturer based its conclusion that the product has a reasonable expectation of safety.

The
FDA has also announced that it is considering promulgating new GMPs specific to dietary supplements. Such GMPs, if promulgated, may be significantly more rigorous than currently
applicable GMP requirements and contain quality assurance requirements similar to GMP requirements for drug

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products. Therefore, the Company may be required to expend additional capital and resources on manufacturing in the future in order to comply with the law.

The
failure of Calwest to comply with applicable FDA regulatory requirements could result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and
criminal prosecutions.

The
company's advertising of its dietary supplement products is subject to regulation by the FTC under the FTCA. Section 5 of the FTCA prohibits unfair methods of competition and
unfair or deceptive acts or practices in or affecting commerce. Section 12 of the FTCA provides that the dissemination or the causing to be disseminated of any false advertisement pertaining to
drugs or foods, which would include dietary supplements, is an unfair or deceptive act or practice. Under the FTC's Substantiation Doctrine, an advertiser is required to have a "reasonable basis" for
all objective product claims before the claims are made. Failure to adequately substantiate claims may be considered either deceptive or unfair practices. Pursuant to this FTC requirement the Company
is required to have adequate substantiation for all material advertising claims made for its products.

On
November 18, 1998, the FTC issued "Dietary Supplements: An Advertising Guide for Industry." This guide provides marketers of dietary supplements with guidelines on applying FTC
law to dietary supplement advertising. It includes examples of the principles that should be used when interpreting and substantiating dietary supplement advertising. Although the guide provides
additional explanation, it does not substantively change the FTC's existing policy that all supplement marketers have an obligation to ensure that claims are presented truthfully and to verify the
adequacy of the support behind such claims.

The
FTC has a variety of processes and remedies available to it for enforcement, both administratively and judicially, including compulsory process, cease and desist orders and
injunctions. FTC enforcement can result in orders requiring, among other things, limits on advertising, corrective advertising, consumer redress, divestiture of assets, rescission of contracts and
such other relief as may be deemed necessary. A violation of such orders could have a material adverse effect on our business, financial condition and results of operations.

Advertising
and labeling for dietary supplements and conventional foods are also regulated by state and local authorities. There can be no assurance that state and local authorities will
not commence regulatory action which could restrict the permissible scope of our product claims.

Governmental
regulations in foreign countries where we may commence or expand sales may prevent or delay entry into the market or prevent or delay the introduction, or require the
reformulation, of certain of our products. Compliance with such foreign governmental regulations is generally the responsibility of our distributors for those countries. These distributors are
independent contractors over whom we have limited control.

We
also may be subject to additional laws or regulations by the FDA or other federal, state or foreign regulatory authorities, the repeal of laws or regulations which the Company
considers favorable, such as the Dietary Supplement Health and Education Act of 1994, or more stringent interpretations of current laws or regulations, from time to time in the future. The Company is
unable to predict the nature of such future laws, regulations, interpretations or applications, nor can it predict what effect additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. They could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not
able to be reformulated, imposition of additional record keeping requirements, expanded documentation of the properties of certain products, expanded or different labeling and scientific
substantiation. Any or all of such requirements could have a material adverse affect on our business, financial condition and results of operations.

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ITEM 2. DESCRIPTION OF PROPERTY

We have no properties and at this time has no agreements to acquire any properties. We intend to attempt to acquire assets or a business in exchange for its
securities which assets or business is determined to be desirable for its objectives.

Facilities.
Our principal place of business is an executive office which consists of approximately 200 square feet of executive office space. This space is provided to us on a rent free
basis by our president, an officer and director and it is anticipated that this arrangement will remain until such time as we successfully consummates a merger or acquisition. Management believes that
this space will meet our needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings to which we (or any of our officers and directors in their capacities as such) is a party or to which our property is
subject and no such material proceedings is known by our management to be contemplated.

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

None

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we
desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following
discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements
are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in
any forward looking statements made by, or our behalf. We disclaim any obligation to update forward looking statements.

We
are a start-up, development stage company. We will be engaged in the distribution of dietary supplements on the Internet and through direct sales. To date, we have
completed the development of

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our web site and commenced revenue producing operations. We currently have two products. The formulas for these products are licensed to us by an independent supplier not affiliated with CalWest. We
have named these products Joint Health and Re-Liv. Our activities to date have consisted of acquiring a license for the distribution of certain products from the supplier, developing our
web site,
conducting a private offering of our securities, executing distribution contracts with independent contractors, preparing this offering, and commencing sales. As of the date of our most recent
financial statement, September 30, 2001, our gross revenues from sales was $719 and our total losses were $33,054.

We
intend to generate revenue through:



Our
auditors have issued a going concern opinion as of January 31, 2001. This means that our auditors believe there is substantial doubt that we can continue as an
on-going business unless we obtain additional capital to pay our bills. That is because as of January 31, 2001 we had not generated any revenues and no revenues were anticipated.
Accordingly, in order to stay in business we must raise cash either from the sale of products distributed by us or from sources other than product sales. Our only other source for cash at this time is
investments by others in our company. During May and June of 2001, we raised $91,000 from the sale of stock to our selling stockholders. If our product sales are not sufficient to support the
company's operations during the next 12 months, then we may have to raise cash through loans or equity financing in order to implement our business plan.

We
have financed our activities to date through the sale of securities. On June 24, 2000 our founding shareholder paid $5,000 for common stock. From May through June 2001,
we conducted a private placement sale of common stock for gross proceeds of $91,000. As of September 30, 2001, we had operating losses of $33,054.

Limited Operating History; Need for Additional Capital

There is no historical financial information about our company upon which to base an evaluation of our performance. We are a developmenet stage company and have
not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in our products.

To
become profitable and competitive, we must establish a market presence through our web site and through direct marketing of products. If we do not become profitable, we may require
additional financing during the year 2002.

We
have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to develop or expand our
operations. Equity financing would result in additional dilution to existing shareholders.

Results of Operations



We just recently acquired our first license for the distribution of dietary supplements. At this time we have not yet commenced meaningful business operations. As
of September 30, 2001 we have experienced operating losses of $33,054 and gross income of $719.00 from the sale products.

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Plan of Operations

Our plan of operations over the next 12 months is to develop a network of independent contractors who will market products in addition to developing a
multi-level marketing network. Although our auditors have issued a going concern opinion in connection with our audited financial statements dated December 31, 2000, we believe that our working
capital as of the date of this prospectus will be sufficient to satisfy our estimated working capital requirements through the next twelve months. This is because we conducted a private offering of
our securities in May and June of 2001 in which we raised $91,000. We believe that this amount, together with sales from our anticipated operations, will be sufficient to sustain our operations for
the next 12 months.

If
we need additional working capital, we will conduct another private offering of our securities or seek loans from third parties. In addition, we will also attempt to obtain financing
by factoring bulk orders of products. At this time, however, we have no bulk orders for products. Regardless of which method is used, there is no assurance that we will be able to obtain sufficient
additional capital to fund our
working capital requirements in a timely manner. As of the date of this prospectus, we employ only one person on a part-time basis. We intend to employ additional people during the year
2002.

Using
the funds from our recent private offering of securities, we plan to implement the following two-phase marketing strategy within the next twelve months. The first phase
is to offer products to potential customers such as retail outlets by establishing a network of independent contractor distributors. Currently, we have three such distributors in place. We also intend
to prepare and design marketing materials, provide spokespersons to help market the product, and to provide marketing support through our web site.

The
second phase would be to establish distribution through our website at www.realhealth.ws. Initially we will offer only two products on the web site, Re-Liv and Joint
Health. We intend, however, to also offer skin care products that will be made available to us under the terms of the license agreement on our web site. We anticipate being able to fully implement our
marketing plan within the next twelve months.

Liquidity and Capital Resources

As of the date of this registration statement, we have generated only $719.00 from our business operations. Since our inception, our founding shareholder has paid
$5,000 in cash in exchange for 25,000,000 shares of common stock post five for one split. This money has been utilized for organizational and start-up costs and as operating capital. As of
September 30, 2001, we had sustained operating losses of $33,054. During May and June of 2001 the selling stockholders paid $91,000 for 4,550,000 post five for one split shares of common stock. This
money is being utilized to fund the creation of our web site, conduct marketing and pay the expenses of this offering. We believe that we have sufficient working capital to conduct our operations for
the next twelve months.

On
June 22, 2001 we conducted a five for one forward split of our common stock. Immediately prior to that date, we had issued 5,000,000 shares to the founders, 910,000 shares in
connection with our private placement, 10,000 shares in connection with licensing agreement with our supplier, and 78,000 shares for consulting services, for an aggregate of 5,998,000 shares
outstanding. At the completion of the forward split, there were 29,990,000 shares of common stock outstanding. All references with respect to the number of our common shares have been adjusted to
reflect this five for one forward stock split.

According
to the terms or our license agreement, we were required to pay an initial $1,000 license fee no later than May 31, 2001 which has been paid. We are thereafter required
to purchase $10,000 of the manufacturer's product line by May 31, 2002, a further $100,000 by May 31, 2003, and a further $200,000 by May 31, 2004, to retain the license. We are
also required to issue 50,000 (post split) shares

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of common stock which has been issued. If these minimum purchase levels are not achieved, the manufacturer has the right to terminate the agreement, immediately and without penalty. We will be
required to renegotiate the terms of the license in the event we are unable to raise sufficient funds or results of operations are insufficient to meet these obligations.

If
we are unable to renegotiate the license on favorable terms, we will be required to seek licensing or distribution agreements from other suppliers or manufacturers. As of the date of
this registration statement, CalWest has not entered into or negotiated any other licensing or distribution agreements with other suppliers or manufacturers. If we are unable to enter into other
licensing or distribution agreements, we would likely change our operations into the distribution of products other than healthcare products in order to sustain our operations.

INFLATION

Although our operations are influenced by general economic conditions, we do not believe that inflation had a material affect on the results of operations during
the fiscal year ended December 31, 2001.

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ITEM 7. FINANCIAL STATEMENTS

CALWEST VENTURES, INC.  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                |  | PAGE
|----------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                                    |  | F-2 
|Consolidated balance sheets as of December 31, 2001 and 2000                                    |  | F-3 
|Consolidated statements of operations for the years ended December 31, 2001 and 2000            |  | F-4 
|Consolidated statements of stockholders' deficit for the years ended December 31, 2001 and 2000 |  | F-5 
|Consolidated statements of cash flows for the years ended December 31, 2001 and 2000            |  | F-6 
|Notes to consolidated financial statements                                                      |  | F-7 

F-1

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The
Board of Directors and Shareholder
Calwest Ventures, Inc.

We
have audited the accompanying balance sheet of Calwest Ventures, Inc. (a development stage company) as of December 31, 2001, and 2000 and the related statement of
operations, shareholders' equity (deficit) and cash flows for the year then ended and for the period from inception (May 19, 2000) to December 31, 2001. 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 generally accepted auditing standards 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, on a test basis, examination of 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 overall 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 Calwest Ventures, Inc. as December 31, 2001
and 2000, and the results of operations and their cash flows for the year then ended and the period from inception (May 19, 2000) to December 31, 2001, in conformity with generally
accepted accounting principles in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the
Company cannot successfully implement its operating plan without raising additional capital. This condition raises substantial doubt
about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SIEGEL
SMITH, LLP
Certified Public Accountants

Solana
Beach, California
February 25, 2002

F-2

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CALWEST VENTURES, INC.  (A Development Stage Company)  Balance Sheet

|                                               |                                              | December 31
2001                     |                                                      | December 31
2000 |       
|---------------------------------------------- | -------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | ---------------- | ------
|ASSETS                                         |                                             
|Current Assets                                 |                                              |                                      |                                                      |                  |       
|                                               | Cash                                         |                                      | $                                                    | 24,941           |       
|                                               | Inventory                                    |                                      |                                                      | 4,646            |       
|                                               | Prepaid consulting agreement                 |                                      |                                                      | 6,063            |       
|                                               |                                              |                                      |                                                      |                  |       
|                                               |                                              | Total current assets                 |                                                      |                  | 35,649
|Fixed Assets                                   |                                              |                                      |                                                      |                  |       
|                                               | Website, net                                 |                                      |                                                      | 1,904            |       
|License, net                                   |                                              |                                      | 833                                                  |                  |       
|                                               |                                              |                                      |                                                      |                  |       
|                                               |                                              |                                      | Total Assets                                         |                  | $     
|                                               |                                              |                                      |                                                      |                  |       
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                                             
|Current Liabilities                            |                                              |                                      |                                                      |                  |       
|                                               | Accrued liabilities                          |                                      | $                                                    | 6,386            |       
|                                               | Accrued income tax                           |                                      |                                                      | 800              |       
|                                               |                                              |                                      |                                                      |                  |       
|                                               |                                              | Total current liabilities            |                                                      |                  | 7,186 
|Long Term Liabilities                          |                                              |                                      |                                                      |                  |       
|Stockholders' Equity (Deficit)                 |                                              |                                      |                                                      |                  |       
|                                               | Common stock                                 |                                      |                                                      | 104,800          |       
|                                               | Accumulated deficit during development stage |                                      |                                                      | (73,600          | )     
|                                               |                                              |                                      |                                                      |                  |       
|                                               |                                              | Total stockholders' equity (deficit) |                                                      |                  | 31,200
|                                               |                                              |                                      |                                                      |                  |       
|                                               |                                              |                                      | Total Liabilities and Stockholders' Equity (Deficit) |                  | $     
|                                               |                                              |                                      |                                                      |                  |       

The
accompanying notes are an integral part of these financial statements.

F-3

---



CALWEST VENTURES, INC.  (A Development Stage Company)  Statement of Operations

|                   |                                     | Year
Ended
December 31, 2001 |       | From Inception
May 19, 2000
Through
December 31, 2000 |         | From Inception
May 19, 2000
Through
December 31, 2001 |           
|------------------ | ----------------------------------- | ---------------------------- | ----- | ----------------------------------------------------- | ------- | ----------------------------------------------------- | ----------
|Revenue            |                                     | $                            | 3,799 |                                                       | $       |                                                       |           
|Cost of Goods Sold |                                     |                              | 3,661 |                                                       |         |                                                       |           
|                   |                                     |                              |       |                                                       |         |                                                       |           
|                   | Gross profit                        |                              |       | 138                                                   |         |                                                       |           
|Expenses           |                                     |                              |       |                                                       |         |                                                       |           
|                   | General and administrative expenses |                              |       | 67,080                                                |         |                                                       | 5,858     
|                   |                                     |                              |       |                                                       |         |                                                       |           
|                   |                                     | Net Loss from Operations     |       |                                                       | (66,942 | )                                                     |           
|                   | Taxes                               |                              |       | 800                                                   |         |                                                       |           
|                   |                                     |                              |       |                                                       |         |                                                       |           
|                   |                                     | Net Loss                     |       | $                                                     | (67,742 | )                                                     | $         
|                   |                                     |                              |       |                                                       |         |                                                       |           
|                   | Weighted Average Shares             |                              |       | 27,992,630                                            |         |                                                       | 23,898,678
|                   | Loss per share                      |                              | $     | nil                                                   |         | $                                                     | nil       

The
accompanying notes are an integral part of these financial statements.

F-4

---



CALWEST VENTURES, INC.  Statement of Changes in Stockholders' Equity

|                                         |  | Common Stock |  | Deficit
Accumulated
During
Development
Stage |        |  |  
|---------------------------------------- |  | ------------ |  | -------------------------------------------- | ------ |  | -
|
|
|Beginning balance, May 19,2000           |  |              |  | $                                            |        |  | $
|Common shares issued, June 24            |  | 25,000,000   |  |                                              | 0.0002 |  |  
|Net loss, December 31, 2000              |  |              |  |                                              |        |  |  
|                                         |  |              |  |                                              |        |  |  
|Balance December 31, 2000                |  | 25,000,000   |  | $                                            |        |  | $
|                                         |  |              |  |                                              |        |  |  
|Shares sold for cash, quarter 2          |  | 4,550,000    |  |                                              | 0.0200 |  |  
|Stock sale commissions                   |  |              |  |                                              |        |  |  
|Stock issued for license, quarter 2      |  | 50,000       |  |                                              | 0.0200 |  |  
|Stock for consulting services, quarter 2 |  | 390,000      |  |                                              | 0.0200 |  |  
|Net loss, Through Four Quarters          |  |              |  |                                              |        |  |  
|                                         |  |              |  |                                              |        |  |  
|Balance, December 31, 2001               |  | 29,990,000   |  |                                              |        |  |  
|                                         |  |              |  |                                              |        |  |  

The accompanying notes are an integral part of these financial statements.

F-5

---



CALWEST VENTURES, INC.  (A Development Stage Company)  Statements of Cash Flows

|                                                          |                                                                                   | Twelve Months
Ended
Dec. 31, 2001                                                      |         | From Inception
May 19, 2000
Through
Dec. 31, 2000 |        | From Inception
May 19, 2000
Through
Dec. 31, 2001 |       
|--------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | ------- | ------------------------------------------------- | ------ | ------------------------------------------------- | ------
|Cash Flows From Operating Activities                      |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          | Net Loss                                                                          |                                                                                        | $       | (67,742                                           | )      | $                                                 | (5,858
|                                                          | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                        |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | Amortization                                                                           |         |                                                   | 378    |                                                   |       
|                                                          |                                                                                   | Stock for services                                                                     |         |                                                   | 4,550  |                                                   |       
|                                                          |                                                                                   | Changes in:                                                                            |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | Inventory                                                                              |         |                                                   | (4,646 | )                                                 |       
|                                                          |                                                                                   | Prepaid Consulting                                                                     |         |                                                   | (2,813 | )                                                 |       
|                                                          |                                                                                   | Accrued liabilities                                                                    |         |                                                   | 3,636  |                                                   |       
|                                                          |                                                                                   | Accrued income tax payable                                                             |         |                                                   | 800    |                                                   |       
|                                                          |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|Net Cash Used in Operating Activities                     |                                                                                   |                                                                                        | (65,836 | )                                                 |        | (3,108                                            | )     
|Cash Flows from Investing Activities                      |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | Website                                                                                |         |                                                   | (2,115 | )                                                 |       
|                                                          |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|Net Cash Used by Investing Activities                     |                                                                                   |                                                                                        | (2,115  | )                                                 |        | 0                                                 |       
|Cash Flows from Financing Activities                      |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | Sale of common stock                                                                   |         |                                                   | 91,000 |                                                   |       
|                                                          |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|Net Cash Provided by Financing Activities                 |                                                                                   |                                                                                        | 91,000  |                                                   |        | 5,000                                             |       
|                                                          |                                                                                   | Net Increase in Cash                                                                   |         |                                                   | 23,049 |                                                   |       
|                                                          | Cash, beginning of the year                                                       |                                                                                        |         | 1,892                                             |        |                                                   |       
|                                                          |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          | Cash, December 31                                                                 |                                                                                        | $       | 24,941                                            |        | $                                                 | 1,892 
|                                                          |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|Supplemental Non Cash Investing and Financing Activities: |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | The Company issued 50,000 shares of common stock for a product license                 |         |                                                   | 1,000  |                                                   |       
|                                                          |                                                                                   | The Company issued 390,000 shares of common stock to a consultant for prepaid services |         |                                                   | 7,800  |                                                   |       
|Supplemental Information:                                 |                                                                                   |                                                                                        |         |                                                   |        |                                                   |       
|                                                          |                                                                                   | Interest paid                                                                          |         | $                                                 | 0      |                                                   |       
|                                                          |                                                                                   | Taxes paid                                                                             |         | $                                                 | 0      |                                                   |       

The
accompanying notes are an integral part of these financial statements.

F-6

---



CALWEST VENTURES, INC.  (A Developmental Stage Company)  Notes to Financial StatementsDecember 31, 2001

1.    Organization and summary of significant accounting policies



F-7

---



Web site costs

$
2,115Accumulated amortization


211Net

$
1,904




F-8

---



2.    License



Web site costs

$
1,000Accumulated amortization


167Net

$
833


3.    Shareholders' equity



4.    Commitments



DATE

MINMUM PURCHASESMay 31, 2002

$
10,000May 31, 2003

$
100,000May 31, 2004

$
200,000


5.    Related Party



F-9

---

6.    Provision for Income Taxes



Net operating loss carry forward

$
73,600Total deferred tax assets


17,400Valuation allowance


(17,400
)Net deferred tax assets

$
Change in deferred tax assets

$
11,400


7.    Going concern



8.    Subsequent events

F-10

---



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
are elected for one-year terms or until the next annual meeting of shareholders and until their successors are duly elected and qualified. Officers continue in
office at the pleasure of the Board of Directors.

The
Directors and Officers of the Company as of the date of this report are as follows:

Name

Age

PositionLala Cartledge

30

President, Secretary, Treasurer


All
our Directors hold office until the next annual meeting of our shareholders and until successors have been elected and qualified. Our officers are elected by our Board of Directors
and hold office until their death or until they resign or are removed from office.

There
are no family relationships among the officers and directors. There is no arrangement or understanding between us (or any of our directors or officers) and any other person
pursuant to which such person was or is to be selected as a director or officer.

ITEM 10. EXECUTIVE COMPENSATION.

Remuneration

The following table reflects all forms of compensation for services to us for the years ended December 31, 2000 and 1999 of our then chief executive
officer.

10

---

SUMMARY COMPENSATION TABLE

|                                    |  |      |  |   |   |  |   |  |   | Long Term Compensation |   | 
|----------------------------------- |  | ---- |  | - | - |  | - |  | - | ---------------------- | - | 
|
|
|
|
|
|Lala Cartledge
President & Director |  | 2001 |  | $ | 0 |  | 0 |  | 0 |                        | 0 | 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a)
and (b) Security Ownership of Certain Beneficial Owners and Management.

The
table below lists the beneficial ownership of the our voting securities by each person known by us to be the beneficial owner of more than 5% of such securities, as well as by all of
our directors and officers, as of the date of this report. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

|Shareholder                           |  | Number of Shares
Beneficially Owned |  | Percentage Owned |  
|------------------------------------- |  | ----------------------------------- |  | ---------------- | -
|Lala Cartledge                        |  | 8,333,330                           |  | 28.20            | %
|Joseph and Jean Lindquist             |  | 8,333,330                           |  | 28.20            | %
|Julia Reynolds                        |  | 8,334,330                           |  | 28.20            | %
|Selling stockholders                  |  | 4,990,000                           |  | 15.39            | %
|All officers and directors as a group |  | 8,333,330                           |  | 28.20            | %

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In connection with the organization of Calwest, the founding shareholder of our company paid $5,000.00 cash to purchase 25,000,000 (post split) shares of common
stock on June 24, 2000. On May 1,
2001, he sold 8,333,330 of these shares to Lala Cartledge in exchange for $1,666.66. Also on May 1, 2001, he sold 8,333,330 of these shares to Joseph and Jean Lindquist in exchange for
$1,666.66 and 8,333,330 of these shares for $1,666.66 to Julia Reynolds. During May and June 2001 Calwest conducted a private offering of its securities in which 4,550,000 post split shares of
common stock were sold for gross proceeds of $91,000. We have also issued 50,000 (post split) shares of common stock to Dr. Cochran for the license agreement and 390,000 (post split) shares of
stock for consulting services.

On
June 22, 2001 we conducted a five for one forward split of our common stock. Immediately prior to that date, we had issued 5,000,000 shares to the founders, 910,000 shares in
connection with our private placement, 10,000 shares in connection with licensing agreement with our supplier, and 78,000 shares for consulting services, for an aggregate of 5,998,000 shares
outstanding. At the completion of the forward split, there were 29,990,000 shares of common stock outstanding. All references with respect to the number of our common shares have been adjusted to
reflect this five for one forward stock split.

Calwest
presently has no office facilities but for the time being will use as its business address the office of Ms. Cartledge on a rent free basis, until such time as the
business operations of our company may require more extensive facilities and our company has the financial ability to rent commercial office space. There is presently no formal written agreement for
the use of such facilities, and no assurance that such facilities will be available to our company on such a basis for any specific length of time.

11

---

We
have no formal written employment agreement or other contracts with our officer, and there is no assurance that the services to be provided by her, and facilities to be provided by
Ms. Cartledge, will be available for any specific length of time in the future. Ms. Cartledge anticipates initially devoting 20 hours per week of her time to the affairs of our
company. If and when the business operations of our company increase and a more extensive time commitment is needed, Ms. Cartledge is prepared to devote more time to our company, in the event
that becomes necessary. The amounts of compensation and other terms of any full time employment arrangements with additional employees will be determined if and when such arrangements become
necessary.

PART IV

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

None

12

---



SIGNATURES

In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 3, 2002.

| |  | NAVIGATOR VENTURES, INC.(Registrant)
| |  | ------------------------------------
| |  | By:                                 

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 indicated on April 3, 2002.

| |  |  |  | /s/LALA CARTLEDGELala Cartledge, Director
| |  |  |  | -----------------------------------------

13

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CALWEST VENTURES, INC.

Exhibit Index to Annual Report on Form 10-KSB For the Fiscal Year Ended December 31, 2001

EXHIBITS

|     |  |                                           
|---- |  | ------------------------------------------
|3.1  |  | Certificate and Articles of Incorporation*
|3.2  |  | Bylaws**                                  
|10.1 |  | Distribution License***                   

---

*        Filed
with the Securities and Exchange Commission in the Exhibits to Form SB-2, filed on July 3, 2001 and are incorporated by reference herein.

**      Filed
with the Securities and Exchange Commission in the Exhibits to Form SB-2, filed on July 3, 2001 and are incorporated by reference herein.

***    Filed
with the Securities and Exchange Commission in the Exhibits to Form SB-2, filed on July 3, 2001 and are incorporated by reference herein.

14

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