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: September 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)



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.



YesX  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 September 30, 2003
|------------------------------------ | ---------------------------------------
|Common
      Stock, par value $0.001 | 7,366,370                              



---

ITEM
1. FINANCIAL STATEMENTS



CALIF
ACQUISITION, INC.

(A
Development Stage Company)

BALANCE
SHEET

(Unaudited)



ASSETS



|                                           | September
      30, 2003 | December
      31, 2002
|------------------------------------------ | ------------------------ | -----------------------
|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;        |                          |                        
|7,366,370
      and 6,666,370 issued and   |                          |                        
|outstanding
      at 9/30/03 and 12/31/02  | 7,366                    | 6,666                  
|                                           |                          |                        
|Additional
      paid-in capital           | 0                        | 0                      
|                                           |                          |                        
|(Deficit)
      accumulated during         |                          |                        
|development
      stage                    | (7,366)                  | (6,666)                
|                                           | -----------              | -----------            
|TOTAL
      STOCKHOLDER'S EQUITY           | 0                        | 0                      
|                                           | -----------              | -----------            
|                                           |                          |                        
|                                           | $        
      0        | $        
      0      
|                                           | ===========              | ===========            



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

---

CALIF
ACQUISITION, INC.

(A
Development Stage Company)

STATEMENT
OF OPERATIONS

(Unaudited)



|                                | Three
      Months Ended September 30, | Nine
      Months Ended
      September
      30, | January 18, 2000 (Inception) to September
      30, 2003
|------------------------------- | -------------------------------------- | ------------------------------------------------- | --------------------------------------------------------
|                                | 2003                                   | 2002                                              | 2003                                                    
|INCOME                          |                                        |                                                   |                                                         
|Revenue                         | $      
      0                        | $      
      0                                   | $      
      0                                         
|                                | ---------                              | ---------                                         | ---------                                               
|EXPENSE                         |                                        |                                                   |                                                         
|General
      and               |                                        |                                                   |                                                         
|Administrative                  | 100                                    | 28                                                | 700                                                     
|Organization
      Cost Expense | 0                                      | 0                                                 | 0                                                       
|                                | ---------                              | ---------                                         | ---------                                               
|TOTAL
      EXPENSES            | 100                                    | 28                                                | 700                                                     
|                                | ---------                              | ---------                                         | ---------                                               
|NET
      (LOSS)                | $  
      (100)                        | $   
      (28)                                   | $  
      (700)                                         
|                                | =========                              | =========                                         | =========                                               
|Net
      Loss                  |                                        |                                                   |                                                         
|Per
      Weighted Share        | $  
      (.00)                        | $  
      (.00)                                   | $  
      (.00)                                         
|                                | =========                              | =========                                         | =========                                               
|Weighted
      average          |                                        |                                                   |                                                         
|number
      of common          |                                        |                                                   |                                                         
|shares
      outstanding        | 7,366,370                              | 6,566,370                                         | 7,366,370                                               
|                                | =========                              | =========                                         | =========                                               



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

---

CALIF
ACQUISITION, INC.

(A
Development Stage Company)

STATEMENT
OF CASH FLOWS

(Unaudited)



|                                | Three
      Months Ended September 30, | Nine
      Months Ended
      September
      30, | January 18, 2000 (Inception) to September
      30, 2003
|------------------------------- | -------------------------------------- | ------------------------------------------------- | --------------------------------------------------------
|                                | 2003                                   | 2002                                              | 2003                                                    
|Cash
      Flows from           |                                        |                                                   |                                                         
|Operating
      Activities:     |                                        |                                                   |                                                         
|Net
      (loss)                | $  
      (100)                        | $   
      (28)                                   | $  
      (700)                                         
|Amortization                    | 0                                      | 0                                                 | 0                                                       
|Stock
      Issued for services | 0                                      | 0                                                 | 0                                                       
|Issuance
      of stock to      |                                        |                                                   |                                                         
|Convert
      debt to equity    | 100                                    | 28                                                | 700                                                     
|                                |                                        |                                                   |                                                         
|Changes
      in assets and     |                                        |                                                   |                                                         
|Liabilities:                    |                                        |                                                   |                                                         
|Officers
      Advances         | 0                                      | 0                                                 | 0                                                       
|                                | ---------                              | ---------                                         | ---------                                               
|Net
      cash (used) in        |                                        |                                                   |                                                         
|operating
      activities      | 0                                      | 0                                                 | 0                                                       
|                                |                                        |                                                   |                                                         
|Cash
      Flows from           |                                        |                                                   |                                                         
|Investing
      Activities:     |                                        |                                                   |                                                         
|Organization
      Costs        | 0                                      | 0                                                 | 0                                                       
|                                | ---------                              | ---------                                         | ---------                                               
|Net
      Cash (used) in        |                                        |                                                   |                                                         
|Investing
      activities      | 0                                      | 0                                                 | 0                                                       
|                                |                                        |                                                   |                                                         
|Cash
      Flows from           |                                        |                                                   |                                                         
|Financing
      Activities      | 0                                      | 0                                                 | 0                                                       
|                                | ---------                              | ---------                                         | ---------                                               
|Net
      increase in cash      | 0                                      | 0                                                 | 0                                                       
|                                |                                        |                                                   |                                                         
|Cash
      beginning of period  | 0                                      | 0                                                 | 0                                                       
|                                | ---------                              | ---------                                         | ---------                                               
|Cash
      end of period        | $      
      0                        | $      
      0                                   | $      
      0                                         
|                                | =========                              | =========                                         | =========                                               
|Supplemental
      Disclosure   |                                        |                                                   |                                                         
|Interest
      paid             | $      
      0                        | $      
      0                                   | $      
      0                                         
|                                | =========                              | =========                                         | =========                                               
|Taxes
      paid                | $      
      0                        | $      
      0                                   | $      
      0                                         
|                                | =========                              | =========                                         | =========                                               
|Non-cash
      transactions:    |                                        |                                                   |                                                         
|Number
      of shares issued   |                                        |                                                   |                                                         
|For
      services              | 0                                      | 0                                                 | 0                                                       
|                                | =========                              | =========                                         | =========                                               
|Number
      of shares issued   |                                        |                                                   |                                                         
|To
      convert debt to equity | 100,000                                | 28,130                                            | 700,000                                                 
|                                | =========                              | =========                                         | =========                                               



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

---

CALIF
ACQUISITION, INC.

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

September
30, 2003

Note
1 - Basis of Presentation



The
condensed 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 condensed 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 a
result, the Company incurred accumulated net losses from January 18, 2000
(inception) through the period ended September 30, 2003 of $(7,366). 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.

---

CALIF
ACQUISITION, INC.

(A
Development Stage Company)



NOTES
TO FINANCIAL STATEMENTS

September
30, 2003



NOTE 3
- STOCKHOLDERS EQUITY



On
September 29, 2003, the Company issued the 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.

---

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 sole 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 company with
securities registered pursuant to Rule 12(g) of the Exchange Act. 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 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.



Item
3. Controls and Procedures



1. Our
    sole officer 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 his
    evaluation, our sole officer concluded that our disclosure controls and
    procedures are effective.
2. 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.



ITEM 5.
OTHER INFORMATION



Not
applicable.

---

ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K



(a)
Exhibits

See Exhibit Table on page E-1

(b) 8-K
- None

---

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:
October 27, 2003

---

EXHIBIT
TABLE



|Exhibit
      Number | Description                                                                  
|-------------------- | -----------------------------------------------------------------------------
|(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                                                                          
|(31)                 | Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|(32)                 | Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|(99)                 | N/A                                                                          

*Filed
in Form 10SB