SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

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

                    For the fiscal year ended August 31, 2002

                                       OR

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


                         Commission file number 0-28955

                              PETROCAL INCORPORATED
              (Exact name of small business issuer in its charter)

                    Delaware                       95-3175846
       (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)         Identification No.)

                    648 First Street, Hermosa Beach, CA 90254
               (Address of principal executive offices) (zip code)

                    Issuer's Telephone Number: (310) 937-3603

Securities registered under Section 12(b) of the Exchange Act:
NONE

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$.0001 par value per share.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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            No  X
   -----         ------

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge,


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in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.

$175,645

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.

The last sale for cash of the shares of common stock of the Company to a
non-affiliate was made on August 27, 2002 under a private placement pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended, at the
price of $0.25 per share. Thereafter, the Company issued on February 28, 2003,
1,000,000 shares of common stock in exchange for services to a Cayman Island
corporation. The issuance was made in reliance of Section 4(2) of the Securities
Act. The total number of shares of common stock of the Company issued and
outstanding as of July 31, 2003 were 17,176,237, of which 8,652,298 shares were
held by persons that were not directors, officers or beneficial owners of more
than ten percent (10%) of the issued and outstanding shares of the Company.
Based on the foregoing, the aggregate market value of the shares of common stock
of the Company is $4,294,059.25 and the aggregate market value of all of the
shares of common stock of the Company held by non-affiliates is $2,130,984.75.

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

Class                                            Outstanding at of July 31, 2003

Common Stock, par value $0.0001                  17,176,237
Preferred Stock, par value $0.0001               None

Documents incorporated by reference:  None

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Form and year of organization.  PetroCal Incorporated (the "Company"),  formerly
known as  Guardian  Acquisition  Corporation,  was  incorporated  as a  business
corporation under the laws of the State of Delaware on March 24, 1999.

The  Company  changed  its  name to  PetroCal  Incorporated  in  August  2000 in
anticipation  of  a  business  combination  (the  "Business  Combination")  with
Triton-Eurasia  Petroleum Inc. ("Triton"),  a business corporation  organized on
June 2, 1998 under the laws of the Province of Alberta, Canada.


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<PAGE>

The  Business  Combination  was  consummated  on  July  31,  2001.  Each  of the
shareholders  of Triton  exchanged  each of their  shares  into equal  number of
shares  of  common  stock of the  Company  and  Triton  became  a  wholly  owned
subsidiary of the Company.  Triton was  domesticated  into a Delaware  entity on
November 6, 2001. On November 16, 2001,  Triton merged with and into the Company
and the separate  existence of Triton was terminated.  The merger of Triton into
the Company is intended to qualify as a tax-free  reorganization  under  Section
368(a)(1)(B) of the Internal  Revenue Code of 1963, as amended.  The Company has
not been a subject of any bankruptcy, receivership or similar proceedings.

The Company had no business operations prior to the Business Combination. Triton
was an  independent  oil and  natural gas  company  engaged in the  exploration,
development,  production  and  acquisition  of oil and natural  gas  properties,
primarily in southern  California.  It was formed with the primary  objective of
domestic and  international  acquisition,  management and development of oil and
gas projects with a view to accelerated  incremental oil production and enhanced
oil recovery.

The Company is currently  engaged in the  acquisition,  exploitation/exploration
and  development/   re-development  of  oil  and  gas  in  North  America,  more
specifically California.

The State of California has a long history of oil and gas production dating back
to the late 1800's. In fact, the Los Angeles basin is one of the richest oil and
gas basins in the world,  and to date has produced over 8 billion barrels of oil
and 7 trillion cubic feet of gas. While  California has a large and diverse base
of both oil and gas reserves, and currently produces over 900,000 barrels of oil
per day,  the state is a net  importer of oil and gas. And while the state has a
vast  network of  pipelines  and other oil and gas related  infrastructure,  the
majority  of the fields  were  conventionally  developed  back in the 1950's and
1960's. The result is an environment with both  redevelopment  opportunities and
(numerous high quality) exploitation/exploration  prospects in the middle of the
largest petroleum consuming market in the world.

STRATEGY

PetroCal's  acquisition  strategy in  California  is two fold:  first to acquire
properties  with  proven  producing  reserves  and  characteristics  inherent to
redevelopment  and  second,  to  acquire  high  quality,  low risk  exploitation
prospects.

OPERATIONS AND PLANS

This  document  includes   forward-looking   statements,   including  statements
regarding,  among other items, (i) the Company's  anticipated growth strategies,
(ii) future capital projects,  and (iii) business or other plans of the Company.
These forward-looking statements are based largely on the Company's expectations
and are  subject  to a number of risks and  uncertainties,  certain of which are
beyond the Company's control.  Actual results could differ materially from these
forward-looking  statements  as a result of many  factors  beyond the  Company's
control,  including,  among others,  changes in the competitive  marketplace and
general  economic  changes.  The Company  undertakes  no obligation to update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise. In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained in this


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<PAGE>

document  will in fact  transpire.  Set  forth  below  is a  description  of the
Company's operations and plans.

Cascade Oil Field

The Cascade Oil Field is located in the Santa Susana  Mountains  within the city
of Los Angeles  California.  Since its discovery in 1954,  Cascade oil field has
produced  approximately  two  million  barrels of  26(Degree)  gravity  oil from
shallow sands.  In 1990  production was  established  from deeper sands. To date
this new zone has produced over 525,000  barrels of  28(Degree)  oil and 525,000
MCF of gas. The field  limits have been roughly  defined by drilling the shallow
wells,  but the deeper oil sands appear to be  considerably  more  extensive and
will require step out drilling to properly develop this accumulation.

The Company,  together  with Trio  Petroleum,  Inc.,  a  California  Corporation
(collectively,  with  the  Company,  the  "Farmee"),  has  executed  a  "farmout
agreement," with Patriot  Resources,  LLC, a Colorado limited liability company,
The Rudman Partnership,  a Texas partnership,  and Nortex  Corporation,  a Texas
corporation  (collectively,  the  "Farmor"),  for the drilling and completion of
certain wells in the Cascade Oil Field in the Santa Susana  Mountains within the
city of Los Angeles,  California.  The Company has an approximately  12% working
interest in the project.  It estimates its portion of the capital expenditure at
the Cascade field for 2003 to be $300,000.

The company  estimates  a total of nine wells will be required to fully  develop
the field. Drilling has been done on three wells so far. The first well (Cascade
Unit 1) began on February 19, 2001 and was placed in production  March 23, 2001.
Drilling  of the second well  (Cascade  Unit 2) began on August 15, 2001 and was
completed  and placed in  production  on October 2, 2001.  Cascade  Unit 3 began
drilling on November  21,  2002 and was placed  into  production  on January 15,
2003.  Production from the three wells currently averages 406 barrels of oil per
day and 358 MCF of gas per day gross. Drilling on the fourth well is planned for
August 2003.

Sawtelle Oil Field

The Company has a 2% working interest in  approximately  230-acre portion of the
Sawtelle  Oil Field  located in the north west corner of the Los Angeles  Basin.
The field is operated by  Breitburn  Energy LLC, an  independent  entity.  As of
August 31, 2002,  only one well had been drilled on the land block.  Production
from this well was  determined  to be  impaired  by the company and the well was
written down $64,040 to it's realizable  value of $19,735 at August 31, 2002. An
impairment loss is recorded if the net  capitilized  costs of proved oil and gas
properties exceed the aggregate undiscounted future net revenues determined on a
property-by-property  basis.  The  impairment  loss  equaled  the  excess of net
capitalized  costs over the fair  value  determined  for the well.  There are no
current plans for a second well at this time.

Pacific Energy Resources

The  Company  has  entered  into  an  agreement  with  Scanner  Investments  LLC
("Scanner"),  a Delaware limited liability  company,  which is party to an Asset
Purchase Option Agreement


                                       4
<PAGE>

dated as of April  18,  2002  with  Pacific  Energy  (the  "Option  Agreement").
Pursuant  to the Option  Agreement,  Scanner has the option to  purchase,  for a
total purchase price of $5 million,  a substantial part of the assets of Pacific
Energy.  Scanner,  in turn has entered into  agreements with the Company and two
other  California-based   companies,   Shamrock  Resources,   Inc.,  and  Katman
Petroleum,  Inc.  (collectively,  the "Acquiring Entities"),  as of May 1, 2002,
pursuant  to which the Company  shall  acquire a 25%  working  interests  in the
assets of Pacific  Energy in exchange  of a purchase  price of  $1,250,000  (the
"Purchase  Price").  As of May 31, 2003, the Company had invested  approximately
$1,450,000 in the  transaction,  including  the Purchase  Price and the drilling
cost of $200,000 for Phase I of the redevelopment.

Phase I of the pilot  redevelopment  began in May 2003.  The  program is focused
primarily on the oil and gas leases located within the Wilmington Oil Field. The
current plan calls for the re-drilling of two wells. The cost of the development
is currently  estimated at $800,000 and is expected to raise the  production  of
oil by 150 barrels per day.  The  Company  estimates  its portion of the capital
expenditures at $200,000 which expenditure is has been incurred by the Company.


Pacific  Energy's  assets  include  fourteen  oil and gas leases in four  fields
located in the prolific Los Angeles Basin. The fields,  Wilmington,  Long Beach,
Rosecrans  and  Montebello  are expected to produce about 487 barrels of oil per
day from 54 wells. Set forth below is some indicative  information about each of
these fields, as made available to the Company:

          The  Wilmington  Oil Field,  discovered in 1932, is located in the Los
          Angeles  Basin within the City of Long Beach.  The field is understood
          to be one of the largest in North America with estimated  original oil
          in  place  of over  eight  billion  barrels.  To  date  the  field  is
          understood  to have  produced  approximately  two  and a half  billion
          barrels or about 27% of the original oil in place. The field lies on a
          major  anticline along the western margin of the Los Angeles Basin; it
          is  understood to be  approximately  eleven miles long and three miles
          wide  encompassing a total  productive area of over 13,500 acres.  The
          majority of Pacific  Energy's  productive  acreage is contained within
          the Wilmington field, namely four oil and gas leases (Pico,  Refinery,
          Youngstown,  Major  Dominguez)  encompassing  about 545 acres  with 38
          wells producing 321 barrels per day.

          The Long Beach Oil Field,  discovered  in 1921,  is located in the Los
          Angeles Basin within the City of Long Beach.  Original oil in place is
          estimated at four billion barrels. To date the field has produced over
          one  billion  barrels  of oil or 25%  of the  original  oil in  place.
          Pacific Energy's  productive acreage at Long Beach is contained within
          three oil and gas leases (Tycoon, Acme, Pierce-Lightburn) encompassing
          about 20 acres with 4 wells producing 65 barrels per day.

          The  Rosecrans  Oil Field,  discovered  in 1925, is located in the Los
          Angeles Basin within the City of Los Angeles. Original oil in place is
          estimated at 4 billion  barrels.  To date the field is  understood  to
          have produced  approximately  one billion  barrels or about 25% of the
          original  oil  in  place.   Pacific  Energy's  productive  acreage  at
          Rosecrans is contained within two oil and gas leases (Trust, GOC/SERP)
          encompassing  about 30 acres with 6 wells  producing  about 62 barrels
          per day.  Pacific  Energy also holds the  mineral  rights to about 490
          prospective acres in the East Rosecrans Field.


                                       5
<PAGE>

          The  Montebello  Oil  Field,  discovered  in 1917,  is  located in the
          northeast  corner  of the Los  Angeles  Basin  within  the City of Los
          Angeles.  Original  oil in place is  estimated  at over eight  hundred
          million  barrels.  To date the field is  understood  to have  produced
          approximately two hundred million barrels or about 25% of the original
          oil in place.  Pacific  Energy's  productive  acreage at Montebello is
          contained   within   three  oil  and  gas  leases   (Repetto,   Barry,
          Piuma-Briano)  encompassing  about 50 acres with 6 wells  producing 39
          barrels per day.

ITEM 2.   DESCRIPTION OF PROPERTY

Oil and gas properties at August 31, 2002 consisted of the following (successful
efforts method):

          Proved                                                     $ 1,957,386
          Unproved                                                            --
                                                                     -----------
          Less: Accumulated depletion                                     73,920
                                                                     -----------
               Oil and gas properties - net                          $ 1,883,466
                                                                     ===========

Depletion expenses for the years ended August 31, 2002 and 2001 were $61,182 and
$12,738, respectively.

The Company has no other properties.  The Company currently uses the home office
of the  President  of the Company as its office at no cost to the  Company.  The
Company is not  required to make  disclosures  pursuant to Security Act Industry
Guide 2.

ITEM 3.   LEGAL PROCEEDINGS

In April,  2003,  the  Company  was  joined  as a  defendant  in a lawsuit  that
originally had been filed in April 2002 by the County of Los Angeles and the Los
Angeles Flood Control District against Kernview Oil Corporation,  Pacific Energy
Resources,  Sunset Pipeline and  Terminalling,  Inc.,  Titan Energy,  Inc., Trio
Petroleum, Inc. Danex Aggregate Materials, Inc., Kevin Hodges and Morris Hodges.
Starting in March 2003,  the  plaintiffs  in that lawsuit  began adding the more
than 100 owners of the mineral  interests that are the subject of the oil leases
held by the  originally-named  companies  as  defendants.  The  complaint  seeks
declaratory   relief,  a  preliminary  and  permanent   injunction  and  damages
(compensatory  and  punitive)  based on  allegations  that the  originally-named
defendants  operated their oil leases in such a manner as to cause  pollution to
the soil and waters of the Whittier Narrows Flood Control Basin. The Company was
joined as a defendant  because it acquired an interest in three of those  leases
from Pacific Energy Resources.

The  Company  answered  the  complaint  in  which  it  denied  all the  material
allegations and alleged various affirmative  defenses.  The Company also filed a
cross-complaint  against the plaintiffs and the Los Angeles County Department of
Public Works for, among other things, inverse condemnation. On May 21, 2003, the
Court  granted  the  motion for  summary  adjudication  filed by Pacific  Energy
Resources,  among others,  holding that the  plaintiffs did not have standing to
allege any claims based on the leases' alleged unprofitable operations.


                                       6
<PAGE>

On June 18, 2003, the Company and the plaintiffs agreed on the material terms of
a  settlement  pursuant to which the Company  agreed,  among  other  things,  to
abandon three of the fourteen  leases  acquired  pursuant to the Pacific  Energy
transaction  referenced  above.  The  plaintiffs  agreed  to  provide  the funds
necessary  to  accomplish  the   abandonment.   The  Pacific  Energy   Resources
transaction  involved  acquisition of a total of 54 wells, of which only six are
included in the leases being abandoned. As a result, the Company does not expect
to suffer an adverse material economic impact as a result of the settlement.

The Company is not a party to any other litigation or threatened litigation.

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

Set forth below are matters submitted to a vote of security holders, through the
solicitation  of proxies or  otherwise,  during the fiscal year  covered by this
report: None.

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The securities of the Company are not registered  under the Securities  Act, and
there is no public market for the  securities.  As of August 31, 2002, the total
number of holders of record of the Company's  common stock was 46 (47 as of July
31,  2003).  During the year  under  review,  the  Company  conducted  a private
placement  of its shares of common  stock at a price of $0.25 per  share.  As of
August 31, 2002, the total numbers of issued and outstanding  common shares were
16,176,237.  The private placement, made pursuant to Rule 506 of Regulation D of
the Securities  Act, closed as of August 31, 2002.  Thereafter,  on February 28,
2003,  the Company  issued  1,000,000  shares of common  stock to Cayman  Island
corporation in exchange of services rendered,  which offering was not registered
under the Securities Act in reliance of Section 4(2) of that Act.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Section should be read in conjunction with the financial statements and the
accompanying notes and other information included elsewhere in this Form 10-KSB.

As more particularly set forth in the financial statements, during the year, the
Financial Accounting  Standards Board issued several accounting  pronouncements,
including  SFAS  142,  143,  144,  145,  146 and  148.  The  adoption  of  these
pronouncements  is not  expected  to have a  material  effect  on the  Company's
financial position or results of operations.

The Company was a blank check company with no  operations  prior to the Business
Combination  with Triton.  The results of operations for the period ended August
31, 2002 are not directly  comparable to the results for the period ended August
31, 2001 because Triton had no operations  until February 2001.  Therefore,  the
year  under  review  was the first  full  year of  operations  for the  Company.
Additionally,  the  transitional  annual report for the period ending August 31,
2001 covered a total of eight (8) months only as against a complete  year ending
August 31, 2002.

The Company has over the past year made substantial  progress.  It has increased
its production from  approximately 50 BOE per day net to  approximately  200 BOE
net to the  Company  which is an increase of 300%.  Furthermore,  the  Company's
estimates of recoverable


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<PAGE>

reserves  increased  from  630,000  BBLS to  4,205,000  BBLS.  The  increase  is
primarily  due to the  Wilmington  Oil field  interest  acquired  in the Pacific
Energy  transaction.  In the  coming  year,  the  Company  expects to double its
current  production.  The  increase  will be due to  development  drilling.  The
Company  expects to drill  approximately 7 wells in 2003, one in the Cascade Oil
field and six in the Wilmington  Oil field.  The Company feels that current cash
flow and lines of credit  should be adequate to fund 2003  development  program.
The Company continues to evaluate acquisition targets within the Long Beach area
within  the  Wilmington  Oil  field  but  feels  no other  acquisitions  will be
completed  this year.  The Company  continues  to be  optimistic  on the general
market conditions for the oil and gas sector.  Fundamentals and industry experts
on both  supply and demand as well as the actions by OPEC  suggest  that oil and
gas prices should remain strong at $25/BBL or so in the near future.

As of August  31,  2002,  the  Company  had a net loss of  $20,315  (as  against
$369,745  as of August  31,  2001) and  accumulated  deficit of  $1,074,958  (as
against  $1,054,643 as of August 31, 2001).  Oil and gas sales were $175,645 (as
against $124,630 for the period ending August 31, 2001). The increase in revenue
was  due to  additional  oil  production  from  Cascade  oil  field  and new oil
production from the acquired Pacific Energy Assets.

Exploration  costs for the  fiscal  year  ended  August  31,  2002 were  $22,809
($105,000 for period  ending  August 31,  2001),  all of which came from dryhole
costs  ($50,169 for period  ending  August 31,  2001) and none from  exploration
($54,436 for period ending August 31, 2001).

Depletion for the fiscal year ended August 31, 2002 was $61,182  ($12,738 period
ending August 31, 2001) primarily attributable to the depletion and amortization
of the production in the Cascade Oil Field.

Selling,  general and administrative expense decreased  substantially to $36,972
for the year  ending  August 31,  2002 as against  $376,425  for the fiscal year
ended  August  31,  2001  as all of  the  costs  associated  with  the  Business
Combination were fully paid out during the previous year.

ITEM 7.   FINANCIAL STATEMENTS

The audited financial statements for the year ended August 31, 2002 are attached
at the end of this filing.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL  DISCLOSURE

There were no changes in or  disagreements  with  accountants  on accounting and
financial disclosure for the period covered by this report.


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<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

As of August 31, 2002,  the following  were all of the directors and officers of
the Company:  Vladimir Katic, Chairman of the Board; Darren V. Katic, President,
Principal  Financial and  Accounting  Officer and Director;  Daniel H. Thompson,
Chief Operating Officer and Director; Matthew Hagen, Secretary and Director; and
Brian Dawson,  Director.  All of the Company's  directors  hold office until the
next  annual  meeting of its  stockholders  or until their  successors  are duly
elected and qualify. Officers serve at the pleasure of the Board of Directors.

Set forth below is a summary of the  business  experience  of each  director and
officer of the Company.

VLADIMIR  KATIC  serves as the Chairman of the Board of Directors of the Company
and its Chief  Executive  Officer.  Since  1998,  Mr.  Katic  has  served as the
President and Chief Executive  Officer of Shamrock  Resources,  Inc., a publicly
traded oil and gas  exploration  and  development  company.  In 1993,  Mr. Katic
founded Nations Energy Group Limited (formerly  Triton/Vuko Energy Group) and in
1996  won the  international  tender  for one of the  Republic  of  Kazakhstan's
largest  oil  and  gas  assets  which  contains  over  500  million  barrels  of
recoverable  reserves.  From 1984  through 1993 Mr. Katic worked on domestic and
offshore oil and gas development projects for companies including Hispan Oil. In
1977, Mr. Katic served as an engineer in drilling and production for the Arabian
American Oil Company.  Mr.  Katic's team drilled and completed over 100 wells in
Saudi  Arabia  and  was  responsible  for  two  million  barrels  of oil per day
production, with an annual budget in excess of $100 million. Mr. Katic graduated
from the  University  of  Zagreb  in 1966  with a degree  in  petroleum-chemical
engineering.

DARREN A. KATIC,  a co-founder  of Triton,  serves as the  Company's  President,
Chief  Financial  Officer and a Director.  Since October 1998,  Mr. Darren Katic
served as the General Manager of California  operations for Shamrock  Resources,
Inc., a publicly  traded oil and gas exploration  and production  company.  From
January 1997 to October 1998, Mr. Katic served as a Project  Finance Manager for
Nation  Energy  Group  Limited,  an oil  exploration  company,  and was directly
responsible for the company's debt  restructuring  program.  Mr. Katic currently
serves as a member of the Board of Directors of Albatross  Oil & Gas Company and
Nation Energy Group Limited.  Mr. Darren Katic  graduated from the University of
Southern California in 1996 with a Bachelor of Science in Accounting.

DANIEL H.  THOMPSON  serves as outside  Director of the  Company.  Mr.  Thompson
graduated  from the  University of Calgary in 1973 with a Bachelor of Science in
Mechanical   Engineering.   Mr.  Thompson  began  working  at  Amerada  Minerals
Corporation  in  1972 as an  associate  engineer


                                       9
<PAGE>

where he provided technical  assistance to field personnel,  as well as prepared
optimization  plans for  workover and  production  from sour gas and water flood
fields.  Mr. Thompson joined Anadarko Petroleum in 1975 as a Senior Drilling and
Production  Engineer  in charge  of  optimization  and  production.  While  with
Anadarko Mr. Thompson designed and installed production  equipment,  planned and
supervised well completions,  workovers and drilling in Alberta, Denver, Wyoming
and North Dakota. In 1979, Brent Petroleum Industries hired Mr. Thompson as Vice
President of Operations  where he managed an  independent  service  company with
sales over $10 million per year and a staff of 125 employees.  In August of 1982
Mr. Thompson founded Kinetic Engineering  Limited.  Kinetic currently manages or
supervises in excess of 100 well  projects per year,  from deep sour oil and gas
wells,  horizontal and directional  wells to shallows gas and oil projects.  Mr.
Thompson is a member of the  Association of Professional  Engineers,  Geologists
and Geophysicists of Alberta and a volunteer teacher for the Petroleum  Industry
Training Service.

MATTHEW  HAGEN,  a co-founder  of Triton,  serves as an outside  Director of the
Company.  He also  currently  serves as the Secretary of the Company.  Mr. Hagen
completed his undergraduate degree work at the University of Southern California
where he received both a Bachelor of Science,  Honors Program,  in International
Business and Finance (Cum Laude) and a Bachelor of Arts,  Political Science (Cum
Laude). Mr. Hagen is currently completed his Masters in Business  Administration
at the Harvard Business School.  While completing his undergraduate work at USC,
Mr.  Hagen had the unique  opportunity  to work in the  Office of Ronald  Reagan
where he served as the former  President's  Chief of Staff Intern.  In August of
1997,  Mr.  Hagen  joined  Arthur  Andersen LLP as an analyst in the Mergers and
Acquisitions Advisory Services Division.  His duties at Arthur Andersen included
the due diligence effort for buy side  transactions,  development of acquisition
strategies,  and technical assistance on various accounting issues and financial
forecasting. In August of 1998, Mr. Hagen joined Thunderbird Moulding Company as
a Vice  President.  His role was to devise  strategies and solutions in finance,
manufacturing,  and distribution for the largest  manufacturer of wood mouldings
in the United  States.  Mr. Hagen is currently  the  President of American  Wood
Mouldings,  LLC, which is engaged in the  distribution  of mill work products in
the United States and Mexico.  Mr. Hagen also holds a Directorship at Mount Eden
Vineyards.

BRIAN  DAWSON,  a  co-founder  of Triton,  serves as an outside  Director of the
Company.

The Company has no significant  employee other than Darren V. Katic,  President.
Darren Katic is the son of Vladamir Katic.


                                       10

<PAGE>

As of July 31, 2003, the following persons or entities hold ten percent (10%) or
more of the securities of the Company:

--------------------------------------------------------------------------------
Name of Stockholder           Number of shares   Percentage of   Whether officer
                              of common stock   total shares of    or director
                                 issued and      common stock
                                outstanding       issued and
                                                  outstanding
--------------------------------------------------------------------------------
Global Holding for Energy &      2,900,000           16.88%            No
Lend Lease
--------------------------------------------------------------------------------
Manhattan Capital Ltd.           3,119,999           18.16%            No
--------------------------------------------------------------------------------
Dawson, Brian P.                 2,266,666           13.20%           Yes
--------------------------------------------------------------------------------

To the knowledge of the Company, none of the foregoing directors, officers, and
beneficial owners of more than ten percent of the securities of the Company did
file Forms 3, 4, 5, or Schedule 13D or Schedule 13G when due.

ITEM 10.  EXECUTIVE COMPENSATION

The Company's  officers and directors did not receive any compensation for their
services  rendered to the Company during the fiscal year ending August 31, 2002.
Since then,  the Company has entered into an  employment  agreement  with Darren
Katic,  President pursuant to which Mr. Katic is paid an annual  compensation of
$75,000 per year.  During the year,  the Company  reimbursed  Mr.  Darren  Katic
approximately  $3,000  towards  expenses.  The  Company did not have any benefit
plans for the officers.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of August 31, 2002 each person known by the
Company to be the  beneficial  owner of five  percent  or more of the  Company's
common  stock.  Percentages  as of July 31, 2003,  if  different,  are set forth
alongside in parenthesis.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Title of Class      Name and Address of Beneficial Owner         Amount and Nature of Beneficial     Percent of Class
                                                                 Owner
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                          <C>                                 <C>
Common shares       Global Holding for Energy & Lend Lease       2,900,000 shares                    17.96%
                    Werdenbergerweg 11, PO Box 483, FL-9490                                          (16.88%)
                    Vaduz
                    Principality of Liechenstein
---------------------------------------------------------------------------------------------------------------------
Common shares       Manhattan Capital, Ltd.                      3,119,999                           19.32%
                    Buckingham Square, Penthouse                                                     (18.16%)
                    West Bay Road, SMB P.O. Box 30691
                    GT, Grand Cayman, Cayman Islands
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                          <C>                                 <C>
Common shares       Brian P. Dawson                              2,266,666                           14.03%
                    737 Longfellow
                    Hermosa Beach, CA 90254                                                          (13.20%)
---------------------------------------------------------------------------------------------------------------------
Common shares       Scanner Investments, Inc.                    1,133,333
                    Ansbacher House                                                                  7.02%
                    2nd Floor, East & Shirley Sts North                                              (6.60%)
                    P.O. Box N-4244 Nassau, Bahamas
---------------------------------------------------------------------------------------------------------------------
Common shares       Thunderbird Mouldings Company                1,500,000                           9.91%
                    8180 Industrial Parkway                      (1,611,973)                         (9.38%)
                    Sacramento, CA 95824
---------------------------------------------------------------------------------------------------------------------
Common Shares       Exploration Consultants Limited              Nil                                 0
                    Buckingham Square, 3rd Floor                 (1,000,000)                         (5.82%)
                    720 West Bay Road, PO Box 30691SMB
                    Grand Cayman, Cayman Islands
---------------------------------------------------------------------------------------------------------------------
</TABLE>

None of the  above-noted  beneficial  owners has currently any rights to acquire
within 60 days  after the date  hereof  any  equity  securities  of the  Company
pursuant to any options,  warrants,  rights,  conversion  privileges  or similar
obligations.

The  following  table  sets  forth,  as of  August  31,  2002 the  ownership  of
securities of the company by each of the directors and officers of the Company:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Title of Class       Name and Address                        Amount and Nature          Percent of Class
                     of Beneficial Owner                     of Beneficial Owner
-----------------------------------------------------------------------------------------------------------
<S>                  <C>                                     <C>                              <C>
Common shares        Vladamir Katic                          100                              0
                     1065 West Pier E Street
                     Long Beach CA 90802
-----------------------------------------------------------------------------------------------------------
Common shares        Darren Katic                            100                              0
                     648 First Street
                     Hermosa Beach, CA 90254
-----------------------------------------------------------------------------------------------------------
Common shares        Brian P. Dawson                         2,266,666                        14.01%
                     737 Longfellow
                     Hermosa Beach, CA 90254
-----------------------------------------------------------------------------------------------------------
Common Shares        Matthew Hagen                           0                                0
                     2401 Pennsylvania Avenue NW
                     Washington, DC 20037
-----------------------------------------------------------------------------------------------------------
Common shares        Daniel H. Thompson                      365,433                          2.13%
                     700, 839-Fifth Avenue
                     FW Calgary, Alberta T2P3C8 Canada
-----------------------------------------------------------------------------------------------------------
All executive officers and directors as a group              3,132,299                       16.14%
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       12
<PAGE>

None of the  above-noted  beneficial  owner has  currently any rights to acquire
within 60 days  after the date  hereof  any  equity  securities  of the  Company
pursuant to any options,  warrants,  rights,  conversion  privileges  or similar
obligations.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 14,  2001,  the Company  obtained  $100,000 in  convertible  debt from
Eagleridge Productions, Inc., a company beneficially owned by Vladimir Katic and
Darren  Katic,  each a director  of the  Company.  The loan was  converted  into
413,500 (400,000 against  principal) common shares of the Company as of December
31,  2001.  On  November  26,  2001,  the  Company  also  obtained  $100,000  in
convertible debt from Thunderbird  Mouldings Company,  of which Matthew Hagen, a
director of the Company is also a director.  That loan of $100,000 was converted
into 401,863  (400,000  against  principal)  common shares of the Company of the
Company as of December 31, 2001. Scanner  Investments LLC, the entity with which
the Company has entered into an agreement for the assets of Pacific  Energy,  is
controlled by Vladamir Katic, a director of the Company.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          None

     (b)  (b) Form 8-K
          None

ITEM 14.  CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this Report the  Company  carried out an
evaluation,   under  the   supervision   of  the  Company's   President  of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures pursuant to Rule 13a-14 adopted under the Securities Exchange Act
of 1934, as amended.  Based upon that evaluation,  the President  concluded that
the Company's  disclosure  controls and  procedures  are  generally  effectively
designed and in place. However,  accumulation and communication of corporate and
financial reports needs to be made timely.  There were no significant changes in
the Company's  internal controls or in other factors that could adversely affect
these controls subsequent to the date of their evaluation.


                                       13
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

PETROCAL INCORPORATED
(Registrant)

By:      /s/ Darren. V. Katic
         ----------------------
Name:    Darren. V. Katic
Title:   President
         Principal Executive Officer and Principal Financial Officer

(Signature and Title)*

       SUPPLEMENTAL INFORMATION PURSUANT TO SECTION 15(D) OF THE EXCHANGE
                          ACT BY NON-REPORTING ISSUERS

Not applicable

                                 CERTIFICATIONS

I, Darren V. Katic, certify that:

1. I have reviewed this annual report on Form 10-KSB of Petrocal Incorporated;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;


                                       14
<PAGE>

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: August 5, 2003.

   /s/ Darren. V. Katic
   -----------------------
Name:    Darren. V. Katic
Title:   President
         Principal Executive Officer and Principal Financial Officer

In accordance  with the  Securities  Exchange Act of 1934,  this Report has been
signed below by the following  persons who constitute a majority of directors of
the  Registrant on behalf of the  Registrant  and in the  capacities  and on the
dates indicated.

/s/ Darren V. Kati
----------------------------                                      August 5, 2003
Darren V. Katic               President, Chief Financial and
                              Accounting Officer, and Director


/s/ Matthew Hagen
----------------------------                                      August 5, 2003
Matthew Hagen                 Secretary and Director


/s/ Vladamir Katic
---------------------------
Vladamir Katic                Chairman of the Board               August 5, 2003


/s/ Brian Dawson
----------------------------                                      August 5, 2003
Brian Dawson                  Director


                                       15
<PAGE>

ITEM 7    FINANCIAL STATEMENTS


                             PETROCAL, INCORPORATED
                              FINANCIAL STATEMENTS
                              AS OF AUGUST 31, 2002


                                 [SEE NEXT PAGE]

<PAGE>


                                 PETROCAL, INC.

                                    CONTENTS

PAGE                  1         INDEPENDENT AUDITORS' REPORT

PAGE                  2         BALANCE SHEET AS OF AUGUST 31, 2002

PAGE                  3         STATEMENTS  OF  OPERATIONS  FOR  THE  YEARS
                                ENDED  AUGUST  31,  2002  AND  2001
                                (CONSOLIDATED)

PAGE                  4         STATEMENTS  OF CHANGES IN  STOCKHOLDERS'
                                EQUITY FOR THE YEARS ENDED  AUGUST 31,
                                2002 AND 2001 (CONSOLIDATED)

PAGES                5-6        STATEMENTS  OF CASH  FLOWS  FOR  THE  YEARS
                                ENDED  AUGUST  31,  2002  AND  2001
                                (CONSOLIDATED)

PAGES               7-15        NOTES TO FINANCIAL STATEMENTS


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
Petrocal, Inc.

We have audited the  accompanying  balance sheet of Petrocal,  Inc. as of August
31, 2002 and the related  statements  of  operations,  changes in  stockholders'
equity and cash flows for the years  ended  August 31,  2002 and August 31, 2001
(consolidated).  These  financial  statements  are  the  responsibility  of  the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Petrocal, Inc. as of August 31,
2002 and the results of its operations and its cash flows for the years ended
August 31, 2002 and August 31, 2001 (consolidated) in conformity with accounting
principles generally accepted in the United States of America.

/s/ WEINBERG & COMPANY, P.A.

Los Angeles, California
March 15, 2003
June 18, 2003 as to Note 10

<PAGE>

                                 PETROCAL, INC.
                                  BALANCE SHEET
                              AS OF AUGUST 31, 2002
                              ---------------------

                                     ASSETS
                                     ------

Current assets
  Cash                                                              $    99,628
  Accounts receivable                                                    31,544
                                                                    -----------
   Total Current Assets                                                 131,172

                    OIL AND GAS PROPERTIES, NET                       1,883,466
                                                                    -----------

TOTAL ASSETS                                                        $ 2,014,638
------------                                                        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $    66,063
  Note payable - stockholder                                             50,000
  Due to related parties                                                562,499
                                                                    -----------
     Total Current Liabilities                                          678,562
LONG-TERM LIABILITIES
  Due to related parties                                                354,167
                                                                    -----------
TOTAL LIABILITIES                                                     1,032,729
                                                                    -----------
STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 20,000,000 shares authorized,
   none issued and outstanding                                             --
  Common stock, $.0001 par value, 100,000,000 shares authorized,
   16,176,237 issued and outstanding                                      1,618
  Additional paid-in capital                                          2,059,413
  Accumulated deficit                                                (1,074,958)
  Subscription receivable                                                (8,000)
  Accumulated other comprehensive income                                  3,836
                                                                    -----------
     Total Stockholders' Equity                                         981,909
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,014,638
------------------------------------------                          ===========

               See accompanying notes to financial statements.


                                       2
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>
                                                                             For The Year
                                                               For The           Ended
                                                              Year Ended      August 31,
                                                              August 31,         2001
                                                                 2002        (Consolidated)
                                                             ------------    ------------
<S>                                                          <C>             <C>
SALES                                                        $    175,645    $    124,639
                                                             ------------    ------------
COSTS AND EXPENSES
 Impairment of oil and gas property                                64,020            --
 Depletion                                                         61,182          12,738
 Exploration expense                                                 --            54,436
 Dryhole costs                                                     22,809          50,169
 Selling, general and administrative                               36,972         376,425
                                                             ------------    ------------
                Total Operating Costs And Expenses                184,983         493,768
                                                             ------------    ------------
LOSS FROM OPERATIONS                                               (9,338)       (369,129)
                                                             ------------    ------------
OTHER EXPENSE
 Interest expense                                                   9,377             616
                                                             ------------    ------------
                        Total Other Expense                         9,377             616
                                                             ------------    ------------
LOSS BEFORE INCOME TAXES                                          (18,715)       (369,745)
 Income tax expense                                                 1,600            --
                                                             ------------    ------------
NET LOSS                                                     $    (20,315)   $   (369,745)
                                                                             ------------
                                                             ============    ============
Net loss per share - basic and diluted                       $       --      $      (0.03)
                                                             ============    ============
Weighted average number of shares outstanding during the
 period -basic and diluted                                     14,871,096      12,283,202
                                                             ============    ============
</TABLE>

               See accompanying notes to financial statements.

                                       3
<PAGE>

                                 PETROCAL, INC.
                   STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             Accumulated
                                                                     Additional                                 Other
                           Preferred Stock        Common Stock        Paid-In      Accumulated  Subscription Comprehensive
                           Shares    Amount    Shares      Amount     Capital       Deficit      Receivable     Income     Total
                           -------   -------  ---------   ---------  ----------    ----------    ----------  ------------ --------
<S>                          <C>      <C>     <C>          <C>       <C>          <C>              <C>          <C>      <C>
Balance, August 31, 2000      --      $ --    9,658,764      $966     $810,697     $(684,898)       $(286)       $3,836   $130,315

Stock issued for cash         --        --    1,650,000       165      224,835          --            286           --     225,286

Stock issued for
services                      --        --      300,000        30       74,970          --            --            --      75,000

Stock issued for
property                      --        --      960,000        96      239,904          --            --            --     240,000

Stock exchanged for
 loan payable --related
 party                        --        --      750,000        75       74,925          --            --            --      75,000

Stock issued for
 reorganization of
 Petrocal, Inc.               --        --      300,000        30        1,800        (1,830)         --            --         --

Recapitalization              --        --         --          --       (1,830)        1,830          --            --         --

Net loss, 2001                --        --         --         --           --       (369,745)         --            --    (369,745)
                           -------   -------  ---------   ---------  ----------    ----------    ----------  ----------   --------

Balance, August 31, 2001      --        --   13,618,764     1,362    1,425,301    (1,054,643)         --          3,836    375,856

Stock issued for cash         --        --    1,332,000       133      327,867          --         (8,000)          --     320,000

Stock issued for
 settlement of notes
 payable and accrued
 interest                     --        --    1,225,473       123      306,245          --            --            --     306,368

Net income, 2002              --        --         --          --          --        (20,315)         --            --     (20,315)
                           -------   -------  ---------  --------   ----------   -----------    ----------  -----------   --------
BALANCE, AUGUST 31, 2002      --       $--    6,176,237    $1,618   $2,059,413   $(1,074,958)     $(8,000)       $3,836   $981,909
------------------------   =======   =======  =========  ========   ==========   ============   ==========  ===========   ========
</TABLE>

               See accompanying notes to financial statements.

                                       4
<PAGE>


                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For The
                                                              For The Year            Year Ended
                                                                  Ended               August 31,
                                                               August 31,                2001
                                                                  2002               (Consolidated)
                                                              --------------         -------------
<S>                                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                      $ (20,315)             $(369,745)
 Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
  Stock issued for services and interest                           6,368                 75,000
  Loss on sale of property                                          --                    4,697
  Depletion                                                       61,182                 12,738
  Dry hole costs                                                  22,809                 50,169
  Impairment of oil and gas property                              64,020                   --
 Changes in operating assets and liabilities:
  (Increase) decrease in:
   Accounts receivable                                            11,413                (42,957)
   Prepaid expenses                                                 --                   68,564
  Increase (decrease) in:
   Accounts payable and accrued expenses                         (44,038)                60,653
                                                               ---------              ---------
     Net Cash Provided By (Used In) Operating Activities         101,439               (140,881)
                                                               ---------              ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of oil and gas property                               (630,782)              (231,767)
 Proceeds from note receivable                                    50,303                 20,000
 Stockholder loans                                                20,054                (20,054)
                                                               ---------              ---------
     Net Cash Used In Investing Activities                      (560,425)              (231,821)
                                                               ---------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of notes payable                         200,000                150,000
 Proceeds from issuance of common stock                          320,000                225,286
                                                               ---------              ---------
     Net Cash Provided By Financing Activities                   520,000                375,286
                                                               ---------              ---------
NET INCREASE IN CASH                                              61,014                  2,584
Cash at beginning of YEAR                                         38,614                 36,030
                                                               ---------              ---------
Cash at end of YEAR                                            $  99,628              $  38,614
-------------------                                            =========              =========
</TABLE>


               See accompanying notes to financial statements.


                                       5
<PAGE>


                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

Supplemental disclosure of non-cash investing and financing activities:

During  2002,  the Company  converted  notes  payable  and  accrued  interest of
$306,368 into 1,225,473 shares of common stock.

During  2002,  the  Company  acquired  oil  and gas  property  in  exchange  for
extinguishment of a related party payable of $916,666.

During 2001,  the Company  issued  960,000  shares of common stock for equipment
valued at $240,000.

During 2001, the Company  converted  loans  payable-stockholder  of $75,000 into
750,000 shares of common stock.

During 2001, the Company  received a note  receivable of $70,303 for the sale of
property.

               See accompanying notes to financial statements.


                                       6
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

          (A) Organization

          Triton - Eurasia Petroleum,  Inc., incorporated June 2, 1998 under the
          Alberta  Canada  Business   Corporations   Act,   specialized  in  the
          acquisition  of oil and gas projects,  managing and developing oil and
          gas projects,  accelerated incremental oil production and enhanced oil
          recovery in the State of California.

          Petrocal, Inc., an inactive public shell corporation, was incorporated
          in Delaware on June 7, 1999. On July 31, 2001, Petrocal, Inc. acquired
          all the  outstanding  stock of  Triton-Eurasia  Petroleum,  Inc.  As a
          result,  the  reorganization  was  treated  as an  acquisition  by the
          acquirer and as a  recapitalization  by the  acquiree  for  accounting
          purposes. Concurrent with the reorganization, Petrocal (the "Company")
          changed its year-end to August 31.

          Accordingly, the financial statements include the following:

          (1)  The balance  sheet  consists of the net assets of the acquirer at
               historical  cost and the net assets of the acquiree at historical
               cost.

          (2)  The  statements  of  operations  include  the  operations  of the
               acquirer  for the periods  presented  and the  operations  of the
               acquiree from the date of the merger.

          Pursuant to the merger,  all capital  stock shares and amounts and per
          share data have been retroactively restated.

          During  November 2001, the Company merged its inactive  Triton-Eurasia
          Subsidiary into Petrocal.

          (B) Use of Estimates

          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting  principles,   management  is  required  to  make
          estimates and assumptions  that affect the reported  amounts of assets
          and   liabilities   and  the  disclosure  of  contingent   assets  and
          liabilities  at the date of the financial  statements and revenues and
          expenses during the reported period.  Actual results could differ from
          those estimates.

          (C) Oil and Gas Properties

          The Company  follows the  successful  efforts method of accounting for
          its  oil  and  gas  operations.   Under  this  method,   all  property
          acquisition  costs and costs of exploratory and development  wells are
          capitalized  when  incurred,   pending

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          determination of whether an individual well has found proved reserves.
          If it is  determined  that a well has not found proved  reserves,  the
          costs of  drilling  the well are  expensed.  The costs of  development
          wells are capitalized whether productive or nonproductive.  Geological
          and  geophysical  costs  on  exploratory  prospects  and the  costs of
          carrying and retaining  unproved  properties are expensed as incurred.
          An  impairment  allowance  is provided to the extent that  capitalized
          costs of unproved properties, on a property-by-property basis, are not
          considered to be realizable.  Depletion, depreciation and amortization
          ("DD&A")  of  capitalized  costs of proved oil and gas  properties  is
          provided on a property-by-property basis using the units of production
          method.   The   computation   of   DD&A   takes   into   consideration
          dismantlement,  restoration and abandonment  costs and the anticipated
          proceeds  from  equipment   salvage.   The  estimated   dismantlement,
          restoration  and  abandonment  costs are expected to be  substantially
          offset  by  the  estimated  residual  value  of  the  lease  and  well
          equipment. An impairment loss is recorded if the net capitalized costs
          of proved oil and gas  properties  exceed the  aggregate  undiscounted
          future net revenues  determined on a  property-by-property  basis. The
          impairment loss recognized  equals the excess of net capitalized costs
          over the  related  fair  value  determined  on a  property-by-property
          basis. An impairment loss of $64,020 was recorded in 2002.

          (D) Long-Lived Assets

          In accordance  with  Statement of Financial  Accounting  Standards No.
          121,  "Accounting  for the  Impairment  of  Long-Lived  Assets and for
          Long-Lived  Assets to be Disposed of",  long-lived  assets and certain
          identifiable  intangible  assets  held  and  used by the  Company  are
          reviewed for impairment  whenever  events or changes in  circumstances
          indicate that the carrying  amount of an asset may not be recoverable.
          For purposes of evaluating the  recoverability  of long-lived  assets,
          the recoverability test is performed using undiscounted net cash flows
          related to the  long-lived  assets.  The  Company  reviews  long-lived
          assets to determine that carrying values are not impaired.

          (E) Revenue Recognition

          The Company recognizes revenue from working interest when it is earned
          and collectable.  Foreign currency  translation  gains and losses were
          included in income.

          (F) Stock Based Compensation

          The Company accounts for stock based  compensation using the intrinsic
          value method prescribed in Accounting Principles Board Opinion No. 25,
          " Accounting

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          for Stock Issued to Employees" and related  Interpretations and elects
          the disclosure  option of SFAS No. 123,  "Accounting  for  Stock-Based
          Compensation".  Accordingly,  compensation  cost for stock  options is
          measured  as the excess,  if any,  of the fair value of the  Company's
          stock at the date of grant  over the  amount an  employee  must pay to
          acquire the stock. The Company also records stock compensation expense
          for any options  issued to  non-employees  using the fair value method
          prescribed in SFAS 123.

          (G) Income Taxes

          The Company accounts for income taxes under the Statement of Financial
          Accounting Standards No. 109 "Accounting for Income Taxes" ("Statement
          109").  Under  Statement 109,  deferred tax assets and liabilities are
          recognized for the future tax consequences attributable to differences
          between the financial  statement  carrying  amounts of existing assets
          and  liabilities and their  respective tax bases.  Deferred tax assets
          and liabilities are measured using enacted tax rates expected to apply
          to taxable  income in the years in which those  temporary  differences
          are  expected to be  recovered or settled.  Under  Statement  109, the
          effect on deferred tax assets and liabilities of a change in tax rates
          is  recognized  in income in the period that  includes  the  enactment
          date.

          (H) Fair Value of Financial Instruments

          The carrying amounts of the Company's financial instruments, including
          accounts  receivable,  accounts payable and accrued expenses,  related
          party  payables and notes payable,  approximate  fair value due to the
          relatively short period to maturity for these instruments.

          (I) Income (Loss) Per Share

          Basic and  diluted  net income  (loss) per common  share for the years
          ended  August 31,  2002 and 2001 is computed  based upon the  weighted
          average common shares  outstanding as defined by Financial  Accounting
          Standards No. 128,  "Earnings  Per Share"  ("SFAS  128").  Diluted net
          income  (loss)  per common  share is  computed  based on the  weighted
          average common shares and common stock equivalents  outstanding during
          the year as defined by SFAS 128. For 2002 and 2001,  the effect of the
          assumed  exercise of stock options was not utilized in the computation
          of diluted earnings per share since the effect was anti-dilutive.

          (J) Business Segments

          The Company operates in one segment and therefore segment  information
          is not presented.

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          (K) Reclassification

          Certain  amounts from prior periods have been  reclassified to conform
          to the current year presentation.

          (L) Foreign Currencies

          The Company's  assets and liabilities  that are denominated in foreign
          currencies are translated into the currency of U.S.  dollars using the
          exchange  rates at the balance sheet date.  For revenues and expenses,
          the  average  exchange  rate  during  the year  was used to  translate
          Canadian dollars into U.S.  dollars.  The translation gains and losses
          resulting  from changes in the  exchange  rate are charged or credited
          directly to the shareholders' equity section of the balance sheet when
          material. All realized and unrealized transaction gains and losses are
          included  in the  determination  of income in the period in which they
          occur.  Translation and transaction  gains and losses were included in
          the  statement  of  operations  because  they were not  material as of
          August 31, 2002 and 2001.

          (M) New Accounting Pronouncements

          Statement No. 142,  "Goodwill and Other Intangible  Assets" supercedes
          APB  Opinion  17  and  related  interpretations.   Statement  No.  142
          establishes  new rules on accounting for the acquisition of intangible
          assets not acquired in a business  combination and the manner in which
          goodwill and all other intangibles  should be accounted for subsequent
          to their initial recognition in a business  combination  accounted for
          under SFAS No. 141.  Under SFAS No. 142,  intangible  assets should be
          recorded at fair value.  Intangible  assets with finite  useful  lives
          should be amortized over such period and those with  indefinite  lives
          should not be amortized. All intangible assets being amortized as well
          as those  that are not,  are both  subject  to  review  for  potential
          impairment  under SFAS No.  121,  "Accounting  for the  Impairment  of
          Long-Lived  Assets and for Long-Lived  Assets to be Disposed of". SFAS
          No. 142 also requires that goodwill arising in a business  combination
          should not be amortized  but is subject to  impairment  testing at the
          reporting unit level to which the goodwill was assigned to at the date
          of the business combination.

          SFAS No. 142 is effective for fiscal years  beginning  after  December
          15, 2001 and must be applied as of the  beginning  of such year to all
          goodwill and other  intangible  assets that have already been recorded
          in the  balance  sheet as of the  first day in which  SFAS No.  142 is
          initially  applied,  regardless  of when such  assets  were  acquired.
          Goodwill acquired in a business  combination whose acquisition date is
          on or after  July 1,  2001,  should  not be  amortized,  but should be
          reviewed

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          for impairment  pursuant to SFAS No. 121, even though SFAS No. 142 has
          not yet been adopted.  However,  previously  acquired  goodwill should
          continue to be amortized until SFAS No. 142 is first adopted.

          Statement  No.  143  "Accounting  for  Asset  Retirement  Obligations"
          establishes  standards  for the  initial  measurement  and  subsequent
          accounting for obligations associated with the sale,  abandonment,  or
          other type of disposal of long-lived  tangible assets arising from the
          acquisition,  construction,  or development and/or normal operation of
          such  assets.  SFAS No. 143 is effective  for fiscal  years  beginning
          after June 15, 2002, with earlier application encouraged.

          In  August  2001,  the  FASB  issued  SFAS  144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets". This statement addresses
          financial  accounting  and reporting for the impairment or disposal of
          long-lived  assets and supercedes FASB Statement No. 121,  "Accounting
          for the Impairment of Long-Lived  Assets and for Long-Lived  Assets to
          be Disposed  Of". The  provisions  of the  statement are effective for
          financial  statements  issued for the  fiscal  years  beginning  after
          December 15, 2001. In April 2002, the FASB issued SFAS 145, Rescission
          of FASB Statements No. 4, 44, and 64,  Amendment of FASB Statement No.
          13, and  Technical  Corrections.  SFAS 145 rescinds the  provisions of
          SFAS No. 4 that  requires  companies  to  classify  certain  gains and
          losses from debt  extinguishments as extraordinary  items,  eliminates
          the  provisions  of SFAS No.  44  regarding  transition  to the  Motor
          Carrier  Act of 1980 and  amends  the  provisions  of SFAS  No.  13 to
          require that certain lease  modifications be treated as sale leaseback
          transactions.  The provisions of SFAS 145 related to classification of
          debt  extinguishments  are effective for fiscal years  beginning after
          May 15, 2002. Earlier application is encouraged.

          In  July  2002,  the  FASB  issued  SFAS  No.  146,   "Accounting  for
          Restructuring  Costs."  SFAS 146 applies to costs  associated  with an
          exit  activity  (including   restructuring)  or  with  a  disposal  of
          long-lived  assets.   Those  activities  can  include  eliminating  or
          reducing  product  lines,  terminating  employees  and  contracts  and
          relocating plant facilities or personnel.  Under SFAS 146, the Company
          will record a liability for a cost associated with an exit or disposal
          activity  when that  liability is incurred and can be measured at fair
          value. SFAS 146 will require the Company to disclose information about
          its exit and disposal  activities,  the related costs,  and changes in
          those  costs  in  the  notes  to  the  interim  and  annual  financial
          statements  that  include  the  period  in which an exit  activity  is
          initiated  and  in  any  subsequent   period  until  the  activity  is
          completed.  SFAS 146 is effective  prospectively  for exit or disposal
          activities  initiated after December 31, 2002,  with earlier  adoption
          encouraged.  Under SFAS 146, a company  cannot  restate its previously
          issued  financial  statements and the new statement  grandfathers  the
          accounting  for  liabilities  that a company had  previously  recorded
          under Emerging Issues Task Force Issue 94-3.

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          In December  2002,  the Financial  Accounting  Standards  Board issued
          Statement No. 148, "Accounting for Stock-Based Compensation-Transition
          and  Disclosure  - an  amendment  of FASB  Statement  No. 123," ("SFAS
          148").  SFAS 148 amends FASB Statement No. 123,  "Accounting for Stock
          Based Compensation"  ("SFAS 123") and provides alternative methods for
          accounting  for a change by  registrants  to the fair value  method of
          accounting for stock-based compensation. Additionally, SFAS 148 amends
          the disclosure  requirements of SFAS 123 to require  disclosure in the
          significant  accounting  policy  footnote  of both  annual and interim
          financial   statements   of  the  method  of   accounting   for  stock
          based-compensation  and the  related  pro forma  disclosures  when the
          intrinsic  value  method  continues  to  be  used.  The  statement  is
          effective  for fiscal years  beginning  after  December 15, 2002,  and
          disclosures are effective for the first fiscal quarter beginning after
          December 15, 2002.

          The  adoption  of  these  pronouncements  is not  expected  to  have a
          material  effect on the  Company's  financial  position  or results of
          operations.

NOTE 2    ACCOUNTS RECEIVABLE

          The  Company's   accounts   receivable  consist  of  working  interest
          receivables  from  various  oil wells.  The  Company  considers  these
          amounts fully  collectable and no provision has been made as of August
          31, 2002.

NOTE 3    OIL AND GAS PROPERTIES

          Oil and gas  properties at August 31, 2002  consisted of the following
          (successful efforts method):

          Proved                                                      $1,957,386
          Unproved                                                          --
                                                                      ----------
                                                                       1,957,386
          Less: Accumulated depletion                                     73,920
                                                                      ----------

               Oil and gas properties - net                            1,883,466
                                                                      ==========

          Depletion  expense  for the years  ended  August 31,  2002 and 2001 is
          $61,182 and $12,738, respectively.

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

NOTE 4    NOTE PAYABLE - STOCKHOLDER

          Note payable to stockholder, 9% interest,
          due on demand, unsecured                                   $    50,000
                                                                     -----------
                                                                     $    50,000
                                                                     ===========

NOTE 5    DUE TO RELATED PARTIES

          During 2002, the Company entered into a 25% working interest agreement
          with a  company  owned by  certain  family  members  of the  Company's
          President.  The working interest  agreement covers certain  properties
          acquired by the related company  concurrent with the Company's working
          interest  acquisition.  The  agreement  calls for the  Company to fund
          portions  of the  purchase  price  as each  stage  of the  acquisition
          closes.  The total  purchase  price was  $1,250,000.  As of August 31,
          2002,  required principal payments  (including current  maturities) on
          related party payables were as follows:

                              Year                                   Amount
           --------------------------------------------------    -------------
                              2003 (See Note 10 (A))             $     562,499
                              2004                                     104,167
                              2005                                     250,000
                                                                 -------------

                                                                 $     916,666
                                                                 =============

NOTE 6    STOCKHOLDERS' EQUITY

          (A) Preferred Stock

          The Company is  authorized  to issue  20,000,000  shares of  preferred
          stock at $.0001  par value  with such  designations,  voting and other
          rights and  preferences as may be determined  from time to time by the
          Board of Directors.

          (B) Issuance of Common Stock for Cash

          During 2002,  1,332,000 common shares were issued for cash of $320,000
          and a subscription receivable of $8,000.

          During 2001, 1,650,000 common shares were issued for cash of $225,286.

          (C) Issuance of Common Stock for Services

          During 2001, 300,000 common shares were issued for legal services.

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          (D) Conversion of Stockholder Notes Payable During 2002,  stockholders
          converted   $306,368  in  notes  payable  and  accrued  interest  into
          1,225,473 shares of common stock.

          During  2001,  a  stockholder  converted  $75,000 in notes  payable to
          750,000  shares of common stock.  The shares were valued at fair value
          based  on  concurrent  cash  offering  prices.  No gain  or  loss  was
          recognized on the conversion.

          (E) Issuance of Common Stock for Property

          During 2001,  960,000 common shares were issued for a working interest
          in an oilfield.  The shares were valued at  $240,000,  the fair market
          value  for  financial  reporting  purposes  based on  concurrent  cash
          offering prices at the date of issuance.

          (F) Common Stock Warrants

          The Company issued 600,000  warrants during 2001, at an exercise price
          of $1.00 - $1.50 per share to  consultants.  The fair market  value of
          the  warrants,  aggregating  $0, was estimated on the grant date using
          the Black-Scholes option pricing model as required under SFAS 123 with
          the following  weighted average  assumptions:  expected dividend yield
          0%, volatility 0%, risk-free interest rate 4.48%, expected option life
          5 years.

NOTE 7    RELATED PARTY TRANSACTIONS

          During 2002,  stockholders  converted  $306,368 of notes  payable into
          1,225,473 shares of common stock.

          During 2001, a  stockholder  converted  $75,000 of notes  payable into
          750,000 shares of common stock.

          During 2002,  the Company  recorded  approximately  $21,500 in revenue
          from an entity related to family members of the President.

          See Notes 4, 5 and 6.

NOTE 8    CONCENTRATIONS OF CREDIT RISK

          The Company derives all of its revenues from four oil wells located in
          Southern California.  Financial instruments, which potentially subject
          the  Company to

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          concentrations of credit risk, consist of accounts receivable due from
          two companies.

NOTE 9    INCOME TAXES

          Income tax (benefit) consists of the following:

          2002              Current             Deferred               Total
                         -------------      ---------------     ----------------
          Federal        $          --      $            --     $             --
          State                  1,600                   --                1,600
                         -------------      ---------------     ----------------
                         $       1,600      $            --     $          1,600
                         =============      ===============     ================
          2001

          Federal        $          --      $            --     $             --
          State                     --                   --                   --
                         -------------     ----------------     ----------------
                         $          --      $            --     $             --
                         =============     ================     ================

          The Company's tax expense  (benefit)  differs from the  "expected" tax
          expense for the period  ended  August 31, 2002 and 2001  (computed  by
          applying the Federal corporate tax rate of 34% to income (loss) before
          taxes) as follows:

                                                      2002                 2001

Computed "expected" tax expense (benefit)           $(6,363)             $    --
Valuation allowance                                   4,763                   --
                                                    -------              -------
Income tax (benefit) expense                        $ 1,600              $    --
                                                    =======              =======

          At August 31, 2002, the Company had a net operating loss  carryforward
          of  approximately   $18,700  for  U.S.  Federal  Income  tax  purposes
          available to offset future taxable income expiring beginning 2022. The
          Company recorded a valuation allowance of $4,763 at August 31, 2002 to
          fully offset the deferred tax asset benefit.

NOTE 10   COMMITMENTS AND CONTINGENCIES

          In April,  2003,  the Company  was joined as a defendant  in a lawsuit
          that  originally  had been  filed in April  2002 by the  County of Los
          Angeles and the Los Angeles Flood Control  District  against  Kernview
          Oil  Corporation,   Pacific  Energy  Resources,  Sunset  Pipeline  and
          Terminalling,  Inc.,  Titan Energy,  Inc., Trio

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          Petroleum,  Inc. Danex  Aggregate  Materials,  Inc.,  Kevin Hodges and
          Morris Hodges.  Starting in March 2003, the plaintiffs in that lawsuit
          began  adding the more than 100 owners of the mineral  interests  that
          are  the  subject  of the  oil  leases  held  by the  originally-named
          companies as defendants.  The complaint seeks  declaratory  relief,  a
          preliminary  and permanent  injunction and damages  (compensatory  and
          punitive) based on allegations  that the  originally-named  defendants
          operated  their oil leases in such a manner as to cause  pollution  to
          the soil and waters of the Whittier  Narrows Flood Control Basin.  The
          Company was joined as a  defendant  because it acquired an interest in
          three of those leases from Pacific Energy Resources.

          The Company answered the complaint in which it denied all the material
          allegations and alleged various affirmative defenses. The Company also
          filed a  cross-complaint  against the  plaintiffs  and the Los Angeles
          County  Department of Public Works for,  among other  things,  inverse
          condemnation.  On May 21,  2003,  the Court  granted  the  motion  for
          summary adjudication filed by Pacific Energy Resources,  among others,
          holding that the plaintiffs did not have standing to allege any claims
          based on the leases' alleged unprofitable operations.

          On June  18,  2003,  the  Company  and the  plaintiffs  agreed  on the
          material terms of a settlement  pursuant to which the Company  agreed,
          among other things,  to abandon three of the fourteen  leases acquired
          pursuant to the  Pacific  Energy  transaction  referenced  above.  The
          plaintiffs  agreed to provide the funds  necessary to  accomplish  the
          abandonment.   The  Pacific  Energy  Resources   transaction  involved
          acquisition of a total of 54 wells,  of which only six are included in
          the leases being abandoned.  As a result,  the Company does not expect
          to  suffer  an  adverse  material  economic  impact as a result of the
          settlement.

          The  Company  is not a party to any  other  litigation  or  threatened
          litigation.

NOTE 11   SUBSEQUENT EVENTS

          (A) Line of Credit

          In October 2002,  the Company  entered into a revolving loan agreement
          with a company  owned by an  investor  in the Company for a maximum of
          $1,000,000.  The  Agreement  calls for  interest  at 1% plus prime due
          monthly and guaranteed by the Company's  investment in certain working
          interest investments. The loan is due in full September 2, 2007. As of
          March 15,  2003,  the  Company  has drawn  down  $735,000  under  this
          agreement  to repay the  current  portion of the amount due to related
          parties and for the acquisition of a third well in the Cascade field.

          (B) Subsequent Operations

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2002 AND 2001 (CONSOLIDATED)
           -----------------------------------------------------------

          The  Company  has  expended  approximately  $200,000  in costs for the
          completion  of a new well in the  Cascade  field.  The  Company  has a
          working interest of 12.7%.

          (C) Issuance of shares for services

          The Company  issued  1,000,000  shares of common stock in exchange for
          services to a Cayman Island corporation on February 28, 2003.