SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-QSB

          [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:  March 31, 2000

                      Commission file number 000-29345

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

Nevada                                                            88-0448316
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1850 E. Flamingo Rd #111
Las Vegas, Nevada                                                      89119
(Address of principal executive offices                           (zip code)

                               (702) 866-5842
            (Registrant's telephone number, including area code)

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
                                                  March 31, 2000

Common Stock, par value $0.001                     5,000,000

<PAGE>
<TABLE>

                        ITEM 1.  FINANCIAL STATEMENTS

                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                                BALANCE SHEET
                               March 31, 2000
                                 (Unaudited)

                                   ASSETS

                                                                March
                                                               31, 2000
                                                            -------------
<S>                                                        <C>
CURRENT ASSETS
  Cash                                                           $        0
                                                              -------------
     TOTAL CURRENT ASSETS                                        $        0
                                                              -------------
OTHER ASSETS                                                 $            0
                                                              -------------
     TOTAL OTHER ASSETS                                      $            0
                                                              -------------
     TOTAL ASSETS                                                $        0
                                                                ===========
</TABLE>

  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>

                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                                BALANCE SHEET
                               March 31, 2000
                                 (Unaudited)

                    LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                 March
                                                                31, 2000
                                                             -------------
<S>                                                        <C>
CURRENT LIABILITIES
     Officers Advances (Note #6)                                 $    1,167
                                                                -----------
  TOTAL CURRENT LIABILITIES                                      $    1,167
                                                                -----------
STOCKHOLDERS' EQUITY (Note #1)

     Preferred stock, $.001 par value
     Authorized 5,000,000 shares
     Issued and outstanding at
     January 20, 2000-None                                      $         0

     Common stock, par value $.001
     Authorized 25,000,000 shares
     issued and outstanding at
     March 31, 2000-5,000,000 shares                             $    5,000

     Additional paid in Capital                                           0

     Deficit accumulated during
     the development stage                                          (6,167)
                                                                -----------
  TOTAL STOCKHOLDERS' EQUITY                                  $     (1,167)
                                                                -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                           $          0
                                                                  =========
</TABLE>
  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                           STATEMENT OF OPERATIONS
                               March 31, 2000
                                 (Unaudited)



                                                                March
                                                               31, 2000
                                                             -----------
<S>                                                        <C>
INCOME
     Revenue                                                    $         0
                                                                -----------
EXPENSES
     General and
     Administrative                                          $        5,885
     Organization Cost Expense                                          282
                                                                -----------
   Total Expenses                                            $        6,167
                                                                -----------
Net Loss                                                     $      (6,167)

Net Profit
or Loss(-)
Per weighted
Share (Note #1)                                                $    (.0012)
                                                                  =========
Weighted average
Number of common
shares outstanding                                                5,000,000
                                                                  =========
</TABLE>
  The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY
                               March 31, 2000
                                 (Unaudited)

                                                   Additional     Accumu-
                                Common Stock        paid-in        lated
                               Shares    Amount     capital       Deficit
                            ---------- --------  ------------ -------------
<S>                         <C>        <C>       <C>          <C>
Balance,
January 18, 2000             5,000,000    5,000  $          0 $          0

Net loss three months
ended
March 31, 2000                       0        0             0      (6,167)
                           -----------  -------  ------------ -------------
Balance,
March 31, 2000               5,000,000    5,000    $        0 $    (6,167)
</TABLE>
  The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                           STATEMENT OF CASH FLOWS
                               March 31, 2000
                                 (Unaudited)


                                                                 March
                                                               31, 2000

                                                             ------------
<S>                                                         <C>
Cash Flows from
Operating Activities:
  Net Loss                                                  $      (6,167)
  Amortization                                                         282
  Stock issued for services                                          5,000

  Changes in assets and
  Liabilities
     Officers advances                                               1,167
                                                              ------------
Net cash used in
operating activities                                                     $
                                                                       282

Cash Flows from
investing activities
organization costs                                                   (282)

Cash Flows from
Financing Activities:                                                    0
                                                              ------------
Net increase(decrease)
in cash                                                        $         0

Cash, beginning of Period                                                0
                                                              ------------
Cash, end of period                                            $         0
                                                                 =========
</TABLE>

  The accompanying notes are an integral part of these financial statements
<PAGE>

                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                               March 31, 2000

NOTE 1 - History and organization of the Company

     The  Company was organized January 18, 2000, under the laws of the State
of  Nevada  as  CALIF  ACQUISITIONS,  INC..  The  Company  currently  has  no
operations and, in accordance with SFAS #7, is considered a development stage
company.

     On  January 18, 2000, the Company issued 5,000,000 shares of it's  $.001
par value common stock for services of $5,000.

NOTE 2 - Accounting Policies and Procedures

     The  Company  has not determined its accounting policies and procedures,
except as follows:

     1.   The Company uses the accrual method of accounting.

     2.   Earnings per share is computed using the weighted average number of
shares of common stock outstanding.

     3.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.

     4.     In  April  1998,  the  American  Institute  of  Certified  Public
Accountant's issue Statement of Position 98-5 ("SOP 98-5"), Reporting on  the
Costs  of  Start-Up  Activities  which provides  guidance  on  the  financial
reporting  of  start-up costs and organization costs. It  requires  costs  of
start-up  activities and organization costs to be expensed as  incurred.  SOP
98-5  is  effective for fiscal years beginning after December 15, 1998,  with
initial  adoption reported as the cumulative effect of a change in accounting
principle.

NOTE 3 - GOING CONCERN

     The  company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional  capital through further equity financing's and seeking  necessary
bank loans.

<PAGE>

                          CALIF ACQUISITIONS, INC.
                        (A Development Stage Company)

                   NOTES TO FINANCIAL STATEMENTS CONTINUED
                               March 31, 2000

NOTE 4 - RELATED PARTY TRANSACTIONS

     The Company neither owns or leases any real or personal property. Office
services  are  provided without charge by an officer and or director  of  the
Company.   Such  costs  are  immaterial  to  the  financial  statements   and
accordingly,  have not been reflected therein. The officers and directors  of
the Company are involved in other business activities and may, in the future,
become  involved  in  other business opportunities. If  a  specific  business
opportunity becomes available, such persons 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. The  Company  has
formulated no policy for the resolution of such conflicts.

NOTE 5 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to issue any additional
shares of common stock or preferred stock of the Company.

NOTE 6 - OFFICERS ADVANCES

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

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     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 Form 10-KSB.  As a reporting company under the Exchange  Act,
the Company may register additional securities on Form S-8 (provided that  it
is  then  in compliance with the reporting requirements of the Exchange  Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed  all reports required under the Exchange Act), and its class of  common
stock  registered under the Exchange Act may be traded in the  United  States
securities  markets  provided that the Company is  then  in  compliance  with
applicable  laws,  rules  and  regulations,  including  compliance  with  its
reporting requirements under the Exchange Act.

     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 stockholders, 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.

<PAGE>

     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.

     Our  Officer  and  Director  has  agreed  that  they  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  will be made without expectation of repayment unless the owners  of
the  business which we acquire or merge with agree to repay all or a  portion
of  such  advances.  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.

COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

     Many  existing computer programs use only two digits to identify a  year
in  such  program's date field.  These programs were designed  and  developed
without consideration of the impact of the change in century for which   four
digits  will  be  required to accurately report the date.  If not  corrected,
many  computer  applications could fail or create  erroneous  results  by  or
following the year 2000 ("Year 2000 Problem").  Many of the computer programs
containing  such  date  language problems have  not  been  corrected  by  the
companies or governments operating such programs.  The Company does not  have
operations  and  does  not  maintain  computer  systems.   However,   it   is
impossible to predict what computer programs will be effected, the impact any
such  computer  disruption will have on other industries or commerce  or  the
severity or duration of a computer disruption.

     Before the Company enters into any business combination, it will inquire
as  to  the status of any target company's Year 2000 Problem, the steps  such
target  company has taken to correct any such problem and the probable impact
on  such target company of any computer disruption.  However, there can be no
assurance that the Company will not combine  with a target company  that  has
an  uncorrected  Year  2000  Problem or  that  any  such  Year  2000  Problem
corrections are sufficient.  The extent of the Year 2000 Problem of a  target
company  may  be  impossible to ascertain and its impact on  the  Company  is
impossible to predict.

<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There  are  no legal proceedings against the Company and the Company  is
unaware of 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.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     There were no exhibits filed by the Company during the quarter.

     (b)  Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during the
     quarter.
<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 ACQUISITIONS, INC.


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


Dated:    April 13, 2000