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:  March 31, 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.)

1850 E. Flamingo Rd., Suite 111
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.
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, 2003
Common Stock, par value $0.001                     6,666,370

<PAGE>
<TABLE>
*THIS AMENDMENT IS BEING FILED TO INCLUDE THE CERTIFICATION PURSUANT TO 18
U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002.  THE CERTIFICATION IS ATTACHED HERETO AS EXHIBIT 32.

                        ITEM 1.  FINANCIAL STATEMENTS

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

                                   ASSETS

                                                  March 31,    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 #7)                    $          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;
   6,666,370 and 6,666,370 issued and
   outstanding at 3/31/03 and 12/31/03                  6,666          6,666

Additional paid-in capital                                  0              0

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

                                                  $         0    $         0
                                                  ===========    ===========
</TABLE>

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

<PAGE>
<TABLE>
                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)
                           STATEMENT OF OPERATIONS
                                 (Unaudited)

                                                                 January 18,
                                                                    2000
                                  Three Months  Three Months   (Inception) to
                                  Ended March  Ended March 31, March 31, 2003
                                    31, 2003        2002
<S>                             <C>            <C>             <C>
INCOME
Revenue                           $         0      $         0    $         0
                                  -----------      -----------    -----------
EXPENSE
General and
Administrative                              0                0          6,384
Organization Cost Expense                   0                0            282
                                  -----------      -----------    -----------
TOTAL EXPENSES                              0                0          6,666
                                  -----------      -----------    -----------
NET (LOSS)                        $         0      $         0    $   (6,666)
                                  ===========      ===========    ===========
Weighted average
number of common
shares outstanding                  6,666,370        6,516,360      6,666,370
                                  ===========      ===========    ===========
Net Loss
Per Weighted Share                $     (.00)      $     (.00)    $     (.00)
                                  ===========      ===========    ===========
</TABLE>
 The accompanying notes are an integral part of these financial statements.

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

                                                                January 18,
                                       Three     Three Months      2000
                                      Months      Ended March   (Inception)
                                    Ended March    31, 2002    to March 31,
                                     31, 2003                      2003
<S>                                <C>          <C>            <C>
Cash Flows from
Operating Activities:
  Net (loss)                        $         0    $         0  $   (6,666)
  Amortization                                0              0          282
  Stock Issued for services                   0              0        5,000
  Issuance of stock to
   Convert debt to equity                     0              0        1,666

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

Cash Flows from
Investing Activities:
  Organization Costs                          0              0        (282)
                                    -----------    -----------  -----------
  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    5,000,000
                                    ===========    ===========  ===========
  Number of shares issued
     To convert debt to equity                0              0    1,666,370
                                    ===========    ===========  ===========
</TABLE>

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

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

                        NOTES TO FINANCIAL STATEMENTS
                               March 31, 2003

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 Acquisition, Inc. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

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.

NOTE 3 - STOCKHOLDERS EQUITY

     On  January 18, 2000, the Company issued 5,000,000 shares of  its  $.001
par  value common stock to an officer of the Company for services of  $5,000.
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  January  1,  2001,  the Company issued an  officer  of  the  Company
1,467,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,467.  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  April  1, 2001, the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   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  July  1,  2001, the Company issued an officer of the Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   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."


<PAGE>



                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                               March 31, 2003

     On  October 1, 2001, the Company issued an officer of the Company 14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   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  April  1, 2002, the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   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  September  30, 2002, the Company issued an officer  of  the  Company
28,130  shares of its $.001 par value common stock for conversion of debt  to
equity of $28.13.  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  December  31,  2002, 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 - 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 acquiring or merging with another business entity.

     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.


<PAGE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                               March 31, 2003

NOTE 5 - 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 6 - 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 7 - 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

     Not applicable.

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 DeMint
                              Anthony N. DeMint, President


Dated:    August 28, 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
(31)	  Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
(32)	  Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
(99)      N/A
*Filed in Form 10SB