SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB/A

          [X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

           [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
                15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended:  June 30, 2003

                      Commission file number 000-29345

                           CALIF ACQUISITION, INC.
           (Exact name of registrant as specified in its charter)

Nevada                                                            88-0448315
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

770 East Warm Springs Rd., Suite 250
Las Vegas, Nevada                                                      89119
(Address of principal executive offices                           (zip code)

                               (702) 866-5839
            (Registrant's telephone number, including area code)

          1850 East Flamingo Rd., Suite 111 Las Vegas, Nevada 89119
                       (Former address of Registrant)

Indicate  by check mark whether the registrant (1) filed all reports required
to  be  filed by Section 13 or 15(d) of the Securities Exchange Act  of  1934
during the last 12 months (or for such shorter period that the registrant was
required  to  file  such reports), and (2) has been subject  to  such  filing
requirements for the past 90 days.
Yes   X       No

Indicate the number of shares outstanding of each of the issuer's classes  of
common equity, as of the latest practicable date.

          Class                         Outstanding at June 30, 2003
Common Stock, par value $0.001                     7,266,370


<PAGE>
<TABLE>

                        ITEM 1.  FINANCIAL STATEMENTS

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)
                                BALANCE SHEET
                                 (Unaudited)

                                   ASSETS

                                                  June 30,     December 31,
                                                    2003           2002
<S>                                             <C>            <C>
CURRENT ASSETS                                   $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT ASSETS                                   0              0
                                                 ------------   ------------
OTHER ASSETS                                                0              0
                                                 ------------   ------------
     TOTAL OTHER ASSETS                                     0              0
                                                 ------------   ------------
                                                 $          0   $          0
                                                 ============   ============
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Officers Advances (Note #5)                    $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT LIABILITIES                              0              0
                                                 ------------   ------------
STOCKHOLDERS' EQUITY

   Preferred stock, $0.001 par value
   authorized 5,000,000 shares;
   None issued and Outstanding                              0              0

   Common stock, $0.001 par value,
   authorized 20,000,000 shares;
   7,266,370 and 6,666,370 issued and
   outstanding at 6/30/03 and 12/31/02                  7,266          6,666

Additional paid-in capital                                  0              0

(Deficit) accumulated during
development stage                                     (7,266)        (6,666)
                                                  -----------    -----------
     TOTAL STOCKHOLDER'S EQUITY                             0              0
                                                  -----------    -----------

                                                  $         0    $         0
                                                  ===========    ===========

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

</TABLE>
<PAGE>
<TABLE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)
                           STATEMENT OF OPERATIONS
                                 (Unaudited)

                                                                    March 3,
                                                                      2000
                       Three Months Ended     Six Months Ended     (Inception)
                            June 30,              June 30,         to June 30,
                         2003       2002      2003       2002         2003
<S>                  <C>         <C>         <C>        <C>        <C>
INCOME
Revenue              $      0     $      0   $      0    $      0   $        0
                     --------     --------   --------    --------   ----------
EXPENSE
General and
Administrative            600           22        600          22        6,984
Organization Cost           0            0          0           0          282
Expense
                     --------     --------   --------    --------   ----------
TOTAL EXPENSES            600           22        600          22        7,266
                     --------     --------   --------    --------   ----------
NET (LOSS)           $  (600)     $   (22)   $  (600)    $   (22)   $  (7,266)
                     ========     ========   ========    ========   ==========
Net Loss
Per Weighted Share   $  (.00)     $  (.00)   $  (.00)    $  (.00)   $    (.00)
                     ========     ========   ========    ========   ==========
Weighted average
number of common
shares outstanding   7,266,370    6,538,240  7,266,370   6,538,240    7,266,370
                     =========    =========  =========   =========  ===========


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

</TABLE>
<PAGE>
<TABLE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)
                           STATEMENT OF CASH FLOWS
                                 (Unaudited)

                                                                     January 18,
                                                                         2000
                            Three Months Ended     Six Months Ended  (Inception)
                                 June 30,              June 30,      to June 30,
                              2003       2002        2003     2002       2003
<S>                         <C>        <C>        <C>       <C>      <C>
Cash Flows from
Operating Activities:
 Net (loss)                  $ (600)    $  (22)   $ (600)    $  (22)  $  (7,266)
 Amortization                      0          0         0          0         282
 Stock Issued for services         0          0         0          0       5,000
 Issuance of stock to
 Convert debt to equity          600         22       600         22       2,266

Changes in assets and
Liabilities:
 Officers Advances                 0          0         0          0           0
                             -------    -------  -------     -------  ----------
Net cash (used) in
operating activities               0          0         0          0         282

Cash Flows from
Investing Activities:
 Organization Costs                0          0         0          0       (282)
                                                                       ---------
 Net Cash (used) in
 Investing activities              0          0         0          0           0

Cash Flows from
Financing Activities               0          0         0          0           0
                             -------    -------  --------    -------  ----------
Net increase in cash               0          0         0          0           0

Cash beginning of period           0          0         0          0           0
                             -------    -------  --------    -------  ----------
Cash end of period           $     0    $     0  $      0    $     0  $        0
                             =======    =======  ========    =======  ==========
Supplemental Disclosure
 Interest paid               $     0    $     0  $      0    $     0  $        0
                             =======    =======  ========    =======  ==========
 Taxes paid                  $     0    $     0  $      0    $     0  $        0
                             =======    =======  ========    =======  ==========
Non-cash transactions:
 Number of shares issued
  For services                     0          0         0          0   5,000,000
                             =======    =======  ========     =======  =========
 Number of shares issued
 To convert debt to equity   600,000     22,060   600,000      22,060  2,266,370
                             =======    =======  ========     =======  =========

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

</TABLE>
<PAGE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 2003

Note 1 - Basis of Presentation

     The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles and
stated  in  US  dollars,  have been prepared by the Company,  without  audit,
pursuant  to  the  rules  and  regulations of  the  Securities  and  Exchange
Commission.   Certain information and footnote disclosures normally  included
in  financial  statements  prepared  in accordance  with  generally  accepted
accounting  principles have been condensed or omitted pursuant to such  rules
and  regulations,  although the Company believes  that  the  disclosures  are
adequate to make the information presented not misleading.

     These statements reflect all adjustments, consisting of normal recurring
adjustments,  which  in  the opinion of management, are  necessary  for  fair
presentation  of  the information contained therein.  It  is  suggested  that
these  consolidated interim financial statements be read in conjunction  with
the  financial statements of the Company for the year ended December 31, 2002
and  notes  thereto  included in the Company's  10-KSB  annual  report.   The
Company  follows the same accounting policies in the preparation  of  interim
reports.

     Results of operation for the interim period are not indicative of annual
results.

Note 2 - Going concern

     The  accompanying financial statements have been prepared assuming  that
the  Company  will  continue  as  a  going  concern  which  contemplates  the
recoverability of assets and the satisfaction of liabilities  in  the  normal
course  of business. As noted above, the Company is in the development  stage
and,  accordingly, has not yet generated revenues from operations. Since  its
inception, the Company has been engaged substantially in financing activities
and  developing  its  product line, setting up its  e-commerce  website,  and
incurring  substantial costs and expenses. As a result, the Company  incurred
accumulated net losses from January 18, 2000 (inception) through  the  period
ended  June  30,  2003  of $(7,266). In addition, the  Company's  development
activities  since  inception have been financially sustained  through  equity
financing.

     The  ability of the Company to continue as a going concern is  dependent
upon  its  ability to raise additional capital from the sale of common  stock
and,  ultimately,  the  achievement of significant operating  revenues.   The
accompanying financial statements do not include any adjustments  that  might
be  required should the Company be unable to recover the value of its  assets
or satisfy its liabilities.

<PAGE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                                June 30, 2003

NOTE 3 - STOCKHOLDERS EQUITY

     On  April 28, 2003, the Company issued an officer of the Company 500,000
shares  of its $.001 par value common stock for conversion of debt to  equity
of $500.  The shares were deemed to have been issued pursuant to an exemption
provided  by  Section  4(2)  of  the  Act, which  exempts  from  registration
"transactions by an issuer not involving any public offering."

     On  June  17, 2003, the Company issued an officer of the Company 100,000
shares  of its $.001 par value common stock for conversion of debt to  equity
of $100.  The shares were deemed to have been issued pursuant to an exemption
provided  by  Section  4(2)  of  the  Act, which  exempts  from  registration
"transactions by an issuer not involving any public offering."

NOTE 4 - RELATED PARTY TRANSACTIONS

     The Company neither owns or leases any real or personal property. Office
services are provided without charge by the officer and director of the
Company. Such costs are immaterial to the financial statements and
accordingly, have not been reflected therein. The officer and director of the
Company is involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such person may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.

NOTE 5 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
existing operating company, the officer of the Company has advanced funds  on
behalf  of  the  Company to pay for any costs incurred by it. These  advances
have been converted to equity.

<PAGE>

ITEM 2.   PLAN OF OPERATION

     The Company has registered its common stock on a Form 10-SB registration
statement  filed  pursuant  to  the Securities  Exchange  Act  of  1934  (the
"Exchange  Act")  and  Rule  12(g)  thereof.   The  Company  files  with  the
Securities  and Exchange Commission periodic and episodic reports under  Rule
13(a)  of  the Exchange Act, including quarterly reports on Form  10-QSB  and
annual reports on Form 10-KSB.

     We are currently seeking to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to  date.  Other than issuing shares to our original stockholder, we have not
commenced any operational activities.

     We  will  not  acquire  or merge with any entity  which  cannot  provide
audited  financial statements at or within a reasonable period of time  after
closing  of  the proposed transaction.  We are subject to all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

     We will not restrict our search for any specific kind of businesses, but
may  acquire  a  business which is in its preliminary or  development  stage,
which  is  already in operation, or in essentially any stage of its  business
life. It is impossible to predict at this time the status of any business  in
which  we  may  become  engaged,  in that such  business  may  need  to  seek
additional  capital, may desire to have its shares publicly  traded,  or  may
seek other perceived advantages which we may offer.

     A  business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

     We have, and will continue to have, no capital with which to provide the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

<PAGE>

     Our  Officer and Director has agreed that he will advance any additional
funds  which  we need for operating capital and for costs in connection  with
searching  for  or  completing an acquisition or merger. Such  advances  have
historically been converted to equity.  There is no minimum or maximum amount
the  Officer and Director will advance to us.  We will not borrow  any  funds
for  the purpose of repaying advances made by such Officer and Director,  and
we  will  not  borrow  any  funds  to make any  payments  to  our  promoters,
management or their affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.

ITEM 3.   CONTROLS AND PROCEDURES

(a)   Under  the  supervision and with the participation of  our  management,
      including our chief executive officer and chief accounting officer,  we
      evaluated  the  effectiveness  of  the  design  and  operation  of  our
      disclosure controls and procedures, as such term is defined under  Rule
      13a-14(c)  promulgated under the Securities Exchange Act  of  1934,  as
      amended,  within  90  days prior to the filing  date  of  this  report.
      Based  on  their  evaluation,  our chief executive  officer  and  chief
      accounting   officer  concluded  that  our  disclosure   controls   and
      procedures are effective.

(b)   There  have  been no significant changes (including corrective  actions
      with regard to significant deficiencies or material weaknesses) in  our
      internal  controls or in other factors that could significantly  affect
      these  controls subsequent to the date of the evaluation referenced  in
      paragraph (a) above.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There  are  no legal proceedings against the Company and the Company  is
unaware of any such proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

<PAGE>

ITEM 5.  OTHER INFORMATION

     The  Registrant's  executive office address changed  to  770  East  Warm
Springs Rd., Suite 250 Las Vegas, Nevada 89119 effective June 1, 2003.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          See Exhibit Table on page E-1
     (b)  8-K - None

<PAGE>

                                 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.


                         CALIF ACQUISITION, INC.


                         By:/s/ Anthony N. DeMint
                              Anthony N. DeMint, President


Dated:    August 5, 2003

<PAGE>

                                EXHIBIT TABLE

Exhibit                                Description
Number
(1)         N/A
(2)         N/A
(3)(i)*     Articles of Incorporation
            (a) Articles of Incorporation
(3)(ii)*    Bylaws
            (a) Bylaws
(4)*        Instruments defining the rights of security holders:
(4)(i)      (a) Articles of Incorporation
            (b) Bylaws
            (c) Stock Certificate Specimen
(5)         N/A
(8)         N/A
(9)         N/A
(10)        N/A
(11)        Contained  in  the  Notes  to  the  Financial  Statements  (filed
            herewith)
(13)        N/A
(15)        N/A
(16)        N/A
(17)        N/A
(18)        N/A
(19)        N/A
(20)        N/A
(21)        N/A
(22)        N/A
(23)        N/A
(24)        N/A
(25)        N/A
(26)        N/A
(99)        N/A
*Filed in Form 10SB