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, 2004



Commission
file number 000-29345



CALIF
ACQUISITIONS, INC.

(Exact
name of small business issuer 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

(Issuer's
telephone number)



Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the 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, 2004

Common
Stock, par value $0.001                                 
7,466,370



---

ITEM
1. FINANCIAL STATEMENTS



CALIF
ACQUISITIONS, INC.

(A
Development Stage Company)

BALANCE
SHEET

(Unaudited)



ASSETS



|                                           | March
      31, 2004 | December
      31, 2003
|------------------------------------------ | -------------------- | -----------------------
|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                  |                      |                        
|Officer
      Advances (Note #4)           | $
      750          | $
      0              
|                                           |                      |                        
|TOTAL
      CURRENT LIABILITIES            | 750                  | 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;        |                      |                        
|7,466,370
      and 7,466,370 issued and   |                      |                        
|outstanding
      at 3/31/04 and 12/31/03  | 7,466                | 7,466                  
|                                           |                      |                        
|Additional
      paid-in capital           | 0                    | 0                      
|                                           |                      |                        
|(Deficit)
      accumulated during         |                      |                        
|development
      stage                    | (8,216)              | (7,466)                
|                                           |                      |                        
|TOTAL
      STOCKHOLDER'S EQUITY           | (750)                | 0                      
|                                           |                      |                        
|                                           |                      |                        
|                                           | $
      0            | $
      0              



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



2

---

CALIF
ACQUISITIONS, INC.

(A
Development Stage Company)

STATEMENT
OF OPERATIONS

(Unaudited)



|                                | Three Months
      Ended   March 30, | January 18, 2000 (Inception) to March 31,
|------------------------------- | ------------------------------------ | -----------------------------------------
|                                | 2004                                 | 2003                                     
|INCOME                          |                                      |                                          
|Revenue                         | $
      0                            | $
      0                                
|                                |                                      |                                          
|EXPENSE                         |                                      |                                          
|General
      and               |                                      |                                          
|Administrative                  | 750                                  | 0                                        
|Organization
      Cost Expense | 0                                    | 0                                        
|                                |                                      |                                          
|TOTAL
      EXPENSES            | 750                                  | 0                                        
|                                |                                      |                                          
|NET
      (LOSS)                | $
      (750)                        | $
      0                                
|                                |                                      |                                          
|Net
      Loss                  |                                      |                                          
|Per
      Weighted Share        | $
      (.00)                        | $
      (.00)                            
|                                |                                      |                                          
|Weighted
      average          |                                      |                                          
|number
      of common          |                                      |                                          
|shares
      outstanding        | 7,466,370                            | 6,666,370                                



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



3

---

CALIF
ACQUISITIONS, INC.

(A
Development Stage Company)

STATEMENT
OF CASH FLOWS

(Unaudited)



|                                | Three
      Months Ended March 30, | January 18, 2000 (Inception)   
      to March 31,
|------------------------------- | ---------------------------------- | --------------------------------------------------
|                                | 2004                               | 2003                                              
|Cash
      Flows from           |                                    |                                                   
|Operating
      Activities:     |                                    |                                                   
|Net
      (loss)                | $
      (750)                      | $
      (0)                                       
|Amortization                    | 0                                  | 0                                                 
|Stock
      Issued for services | 0                                  | 0                                                 
|Issuance
      of stock to      |                                    |                                                   
|Convert
      debt to equity    | 0                                  | 0                                                 
|                                |                                    |                                                   
|Changes
      in assets and     |                                    |                                                   
|Liabilities:                    |                                    |                                                   
|Officers
      Advances         | 750                                | 0                                                 
|                                |                                    |                                                   
|Net
      cash (used) in        |                                    |                                                   
|operating
      activities      | 0                                  | 0                                                 
|                                |                                    |                                                   
|Cash
      Flows from           |                                    |                                                   
|Investing
      Activities:     |                                    |                                                   
|Organization
      Costs        | 0                                  | 0                                                 
|                                |                                    |                                                   
|Net
      Cash (used) in        |                                    |                                                   
|Investing
      activities      | 0                                  | 0                                                 
|                                |                                    |                                                   
|Cash
      Flows from           |                                    |                                                   
|Financing
      Activities      | 0                                  | 0                                                 
|                                |                                    |                                                   
|Net
      increase in cash      | 0                                  | 0                                                 
|                                |                                    |                                                   
|Cash
      beginning of period  | 0                                  | 0                                                 
|                                |                                    |                                                   
|Cash
      end of period        | $
      0                          | $
      0                                         
|                                |                                    |                                                   
|Supplemental
      Disclosure   |                                    |                                                   
|Interest
      paid             | $
      0                          | $
      0                                         
|                                |                                    |                                                   
|Taxes
      paid                | $
      0                          | $
      0                                         
|                                |                                    |                                                   
|Non-cash
      transactions:    |                                    |                                                   
|Number
      of shares issued   |                                    |                                                   
|For
      services              | 0                                  | 0                                                 
|                                |                                    |                                                   
|Number
      of shares issued   |                                    |                                                   
|To
      convert debt to equity | 0                                  | 0                                                 
|                                |                                    |                                                   



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



4

---

CALIF
ACQUISITIONS, INC.

(A
Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS

March
31, 2004

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, 2003 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 March 31, 2004 of $(8,216). 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.



5

---

CALIF
ACQUISITIONS, INC.

(A
Development Stage Company)

NOTES
TO FINANCIAL STATEMENTS

March
31, 2004



NOTE 3
- 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 4
- 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 will be
converted to equity.



6

---

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.

7

---

Our
sole 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



(a)
  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.



(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 us and we are unaware of any such proceedings
contemplated against us.



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



Subsequent
to Quarter End



On
April 16, 2004, we held our annual stockholders meeting and the following
proposals were voted and approved by our sole stockholder;



1. The election of Anthony N. DeMint to serve on our Board of Directors until
    the next annual stockholder's meeting; and
2. The reaffirmation of Beckstead and Watts, LLP as auditors for the next year.

8

---

On
April 16, 2004 after our annual stockholders meeting, our sole Director, Anthony
N. DeMint, was appointed as President, Secretary, Treasurer and Chief Financial
Officer.



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
> 9

---

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 N.
>                 DeMint
>                 Anthony
>                   N. DeMint, President

Dated: May
13, 2004

10

---

EXHIBIT
TABLE



|Exhibit
      Number | Description                                                                  
|-------------------- | -----------------------------------------------------------------------------
|(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      
|(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



*Filed
in Form 10SB filed on February 4, 2000