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, 2003

                                       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,  in definitive proxy or information  statements

<PAGE>

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.

$484,666

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 April 30, 2004 were 17,198,402, 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  $4,296,600.50  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 April 30, 2004

Common Stock, par value $0.0001                             17,198,402
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.


                                       2
<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 document


                                       3
<PAGE>

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"), had in November 2000 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 "Cascade Interests").  The Company had
an approximately  12% working interest in the project.  The Company's portion of
the capital  expenditure  at the Cascade  field for the period ending August 31,
2003 was $183,092.

The  company  estimated  that a total of 6-9  wells  will be  required  to fully
develop the field. Drilling was done on 4 wells. 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.  Cascade
Unit 4 began drilling on September  14th, 2003 and was placed into production on
October 15th 2003. As of February 28, 2004, PetroCal's portion of the production
from the 4 wells  averaged 80-90 barrels of oil per day and 80-90 MCF of gas per
day gross.

On March 1, 2004,  the Company sold its entire right,  title and interest in the
Cascade  Interests  to Cascade  Resources,  LLC ("CRL"),  a  California  limited
liability  company,  for a cash price of  $1,350,000.  The Company has agreed to
indemnify and hold harmless CRL from and against, among other things, any claims
relating to the Company's  good and marketable  title to the Cascade  Interests.
The  agreement  also  provides,  among  other  things,  for  CRL to  assume  all
environmental obligations connected with Cascade Interests.

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, 2003, only one had been drilled and placed in production.  Production
from the first well was  determined  to be  impaired by the Company and the well
was written  down  $64,040 to its  realizable  value of $19,735 as of August 31,


                                       4
<PAGE>

2002. 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 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.  No  impairment  cost
was  recorded  on any  property  owned by the Company  during the period  ending
August 31, 2003.

Pacific Energy Resources

The Company entered into an agreement with Scanner  Investments LLC ("Scanner"),
a Delaware limited liability company, which is party to an Asset Purchase Option
Agreement  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 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 August 31 2003, the Company had invested  approximately
$1,472,000 in the  transaction,  including  the Purchase  Price and the drilling
cost of $222,000 for Phase I of the redevelopment.

Phase I of the  pilot  redevelopment  began in May  2003.  The  program  focused
primarily on the oil and gas leases located within the Wilmington Oil Field. The
current plan calls for the  re-drilling of 5 wells.  The cost of the development
is currently  estimated at $2.5 million and is expected to raise the  production
of oil by 400 barrels per day. The Company  estimates its portion of the capital
expenditures  at  $625,000.00  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.

ITEM 2.  DESCRIPTION OF PROPERTY

Oil and gas properties at August 31, 2003 consisted of the following (successful
efforts method):
         Proved                                     $   2,563,498
         Unproved                                              --
                                                    -------------
         Less: Accumulated depletion                      135,375
                                                    -------------
               Oil and gas properties - net         $   2,428,123
                                                    =============

Depletion expenses for the years ended August 31, 2003 and 2002 were $61,455 and
$61,182, 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.


                                       5
<PAGE>

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.

On July 31, 2003, the parties  entered into a settlement  agreement  pursuant to
which  Pacific  Energy  Resources  abandoned  six wells from a total of 54 wells
included  in the leases  acquired.  The  Company  has not  suffered  any adverse
material  economic  impact  as a result  of the  settlement.  See  Exhibit  10.1
attached hereto for a copy 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 April 30, 2004,  the total
number  of  holders  of  record  of the  Company's  common  stock  was 47  which
collectively  held all of the 17,198,402  issued and outstanding  common shares.
During the year under audit, the Company issued on February 28, 2003,  1,000,000
shares of common stock to a 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.


                                       6
<PAGE>

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.
The Company was a blank check company with no  operations  prior to the Business
Combination  with  Triton.  The year  under  audit was the  second  full year of
operations  for the Company and the first year during  which the Company made an
operating  profit ($24,728 as against an operating loss of $9,338 for the period
ending August 31, 2002).

The  Company  has over the past  year  has  made  substantial  progress.  It has
increased its production from approximately 200 BOE per day net to approximately
250 BOE net to the Company which is an increase of 25%. The Company's  estimates
recoverable reserves at approximately 4,205,000 BBLS.

The Company  expects to drill  approximately  5 wells in 2004, in the Wilmington
Oil field.  The Company  feels that current cash flow and lines of credit should
be adequate to fund 2004 development  program. The Company continues to evaluate
acquisition  targets  within the Long Beach area within the Wilmington Oil field
and expects to close one other  acquisition by June 2004. 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 $25BBL
or so in the near future.

As of August 31, 2003, the Company had a net loss of $17,786 (as against $20,315
as of August  31,  2002) and  accumulated  deficit  of  $1,092,745  (as  against
$1,074,958 as of August 31,  2002).  Oil and gas sales were $484,666 (as against
$175,645 for the period ending August 31, 2002). The increase in revenue was due
to additional oil production from Cascade oil field and Pacific Energy Assets.

The Company  incurred no exploration  costs for the fiscal year ended August 31,
2003 ($22,809 for period ending August 31, 2002).  Depletion for the fiscal year
ended  August 31, 2003 was  $61,445  ($61,182  period  ending  August 31,  2002)
primarily  attributable  to the depletion and  amortization of the production in
the Cascade Oil Field.

Selling,  general and  administrative  expense increased in line with stepped-up
operations  to $148,483 for the year ending  August 31, 2003 as against  $36,972
for the fiscal year ended August 31, 2002.


ITEM 7.  FINANCIAL STATEMENTS

The audited financial statements for the year ended August 31, 2003 are attached
at the end of this filing.  As more  particularly set forth therein,  during the
year,  the  Financial  Accounting  Standards  Board  issued  several  accounting
pronouncements, including SFAS 148 and 150. The adoption of these pronouncements


                                       7
<PAGE>

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

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.

                                    PART III

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

As of August 31, 2003,  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


                                       8
<PAGE>

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  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.


                                       9
<PAGE>

The Company has no significant  employee other than Darren V. Katic,  President.
Darren Katic is the son of Vladamir  Katic.  As of April 30, 2004, the following
persons or entities  hold ten  percent  (10%) or more of the  securities  of the
Company:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
NAME OF STOCKHOLDER           NUMBER OF SHARES OF   PERCENTAGE OF TOTAL    WHETHER OFFICER OR
                              COMMON STOCK ISSUED    SHARES OF COMMON           DIRECTOR
                                AND OUTSTANDING      STOCK ISSUED AND
                                                        OUTSTANDING
----------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                      <C>
Global Holding for Energy &
Lend Lease                         2,900,000              16.86%                   No
----------------------------------------------------------------------------------------------
Manhattan Capital Ltd.             3,119,999              18.14%                   No
----------------------------------------------------------------------------------------------
Dawson, Brian P.                   2,266,666              13.18%                   Yes
----------------------------------------------------------------------------------------------
</TABLE>

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 has
filed Forms 3, 4, 5, or Schedule 13D or Schedule 13G when due.

ITEM 10.  EXECUTIVE COMPENSATION

During the fiscal year ending  August 31, 2003,  the  Company's  President,  Mr.
Darren Katic, received compensation of $25,000 plus a company paid medical plan.
No other  officers or directors of the Company  received  any  compensation  for
their services rendered to the Company during the year.  Effective  September 1,
2003 the Company has entered into an employment  agreement  with the  President,
pursuant to which Mr. Katic will be paid an annual  compensation  of $75,000 per
year.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth,  as of August 31, 2003 each person known by the
Company to be the beneficial owner of five percent (5%) or more of the Company's
common stock.  Percentages  as of April 30, 2004,  if  different,  are set forth
alongside in parenthesis.


                                       10
<PAGE>

<TABLE>
<CAPTION>
-------------------- ------------------------------------------------- ----------------------- -----------------
                                                                       AMOUNT AND NATURE OF
TITLE OF CLASS       NAME AND ADDRESS OF BENEFICIAL OWNER              BENEFICIAL OWNER        PERCENT OF CLASS
-------------------- ------------------------------------------------- ----------------------- -----------------
<S>                  <C>                                               <C>                     <C>
Common shares        Global Holding for Energy & Lend Lease            2,900,000 shares        16.86%
                     Werdenbergerweg 11, PO Box 483, FL-9490 Vaduz
                     Principality of Liechenstein
-------------------- ------------------------------------------------- ----------------------- -----------------
Common shares        Manhattan Capital, Ltd.                           3,119,999               18.14%
                     Buckingham Square, Penthouse
                     West Bay Road, SMB P.O. Box 30691
                     GT, Grand Cayman, Cayman Islands
-------------------- ------------------------------------------------- ----------------------- -----------------
Common shares        Brian P. Dawson                                   2,266,666               13.18%
                     737 Longfellow
                     Hermosa Beach, CA 90254
-------------------- ------------------------------------------------- ----------------------- -----------------
Common shares        Scanner Investments, Inc.                         1,133,333                6.59%
                     Ansbacher House
                     2nd Floor, East & Shirley Sts North
                     P.O. Box N-4244 Nassau, Bahamas
-------------------- ------------------------------------------------- ----------------------- -----------------
Common shares        Thunderbird Mouldings Company                     1,623,819 [1]           9.44%
                     8180 Industrial Parkway
                     Sacramento, CA 95824
-------------------- ------------------------------------------------- ----------------------- -----------------
Common Shares        Exploration Consultants Limited                   Nil                     5.81%
                     Buckingham Square, 3rd Floor                      (1,000,000)
                     720 West Bay Road, PO Box 30691SMB
                     Grand Cayman, Cayman Islands
-------------------- ------------------------------------------------- ----------------------- -----------------
</TABLE>

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.

The  following  table  sets  forth,  as of  August  31,  2003 the  ownership  of
securities of the company by each of the directors and officers of the Company:

<TABLE>
<CAPTION>
------------------------ --------------------------------------------- ----------------------- -----------------
                                                                       AMOUNT AND NATURE OF
TITLE OF CLASS           NAME AND ADDRESS OF BENEFICIAL OWNER          BENEFICIAL OWNER        PERCENT OF CLASS
------------------------ --------------------------------------------- ----------------------- -----------------
<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               13.18%
                         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                 2.12%
                         700, 839-Fifth Avenue
                         FW Calgary, Alberta T2P3C8 Canada
------------------------ --------------------------------------------- ----------------------- -----------------
All executive officers
and directors as a group 2,632,299                                     15.31%
---------------------------------------------------------------------- ----------------------- -----------------
</TABLE>


                                       11
<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

In October 2002,  the Company  entered into a revolving  loan  agreement  with a
stockholder holding more than five percent (5%) of the shares of common stock of
the Company. As of August 31, 2003, the Company had outstanding loan of $736,373
under the line of credit.  The loan is due in full of September 2, 2007.  Please
also see audited financial statement attached hereto.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          Exhibit 10.1   Settlement with City of Los Angeles (See Item 3)
          Exhibit 32.1   Certification Required Pursuant To Section 906 of
                         Sarbanes-Oxley Act of 2002

     (b)  Form 8-K
          None

ITEM 14. CONTROLS AND PROCEDURES

As of the date of this Report included in this document, 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.



                                       12
<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:
           ----------------------
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  am  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;

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


                                       13
<PAGE>

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: May 5, 2004.

s/d
    ------------------
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 on behalf of the  Registrant  and in the
capacities and on the dates indicated.

s/d
----------------------     President, Chief Financial and
Darren V. Katic            Accounting Officer, and Director        May 19, 2004


s/d                        Secretary and Director                  May 12, 2004
----------------------
Matthew Hagen


s/d
----------------------
Vladamir Katic             Chairman of the Board                   May 19, 2004

s/d
----------------------
Daniel H. Thompson         Director                                May 12, 2004


s/d
----------------------     Director                                May 24, 2004
Brian Dawson


                                       14
<PAGE>


ITEM 7 FINANCIAL STATEMENTS




                             PETROCAL, INCORPORATED
                              FINANCIAL STATEMENTS
                              AS OF AUGUST 31, 2003


                                 [SEE NEXT PAGE]

<PAGE>




                                 PETROCAL, INC.
                              FINANCIAL STATEMENTS
                              AS OF AUGUST 31, 2003


<PAGE>


                                 PETROCAL, INC.


                                    CONTENTS


PAGE     1      INDEPENDENT AUDITORS' REPORT

PAGE     2      BALANCE SHEET AS OF AUGUST 31, 2003

PAGE     3      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AUGUST 31, 2003 AND
                2002

PAGE     4      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS
                ENDED AUGUST 31, 2003 AND 2002

PAGES  5 - 6    STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED AUGUST 31, 2003 AND
                2002

PAGES  7 - 16   NOTES TO FINANCIAL STATEMENTS

<PAGE>

WEINBERG & COMPANY, P.A.
----------------------------
Certified Public Accountants


                          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, 2003 and the related  statements  of  operations,  changes in  stockholders'
equity  and cash  flows for the years  ended  August  31,  2003 and 2002.  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,
2003 and the  results of its  operations  and its cash flows for the years ended
August 31, 2003 and 2002 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

s/d
Weinberg & Company, P.A.

February 25, 2004
Boca Raton, Florida

<PAGE>

                                  PETROCAL, INC.
                                  BALANCE SHEET
                              AS OF AUGUST 31, 2003


<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                               <C>
Current assets
   Cash                                                                           $   157,694
   Accounts receivable                                                                242,734
                                                                                  -----------
        Total Current Assets                                                          400,428

              OIL AND GAS PROPERTIES, NET                                           2,428,123
                                                                                  -----------
TOTAL ASSETS                                                                      $ 2,828,551
                                                                                  ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                          $    58,179
   Due to related parties                                                             132,619
   Due to Patriot Resources                                                           183,093
   Current portion of acquisition debt to related party                               104,165
   Current portion of notes and advances payable to stockholders                       50,000
                                                                                  -----------
        Total Current Liabilities                                                     528,056

LONG-TERM LIABILITIES
   Acquisition debt to related party, net of current portion                          250,000
   Line of credit agreement                                                           736,373
   Notes and advances payable to stockholders, net of current portion                 100,000
                                                                                  -----------

TOTAL LIABILITIES                                                                   1,614,429
                                                                                  -----------

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, 17,176,237
      issued and outstanding                                                            1,718
   Additional paid-in capital                                                       2,309,313
   Accumulated deficit                                                             (1,092,745)
   Subscription receivable                                                             (8,000)
   Accumulated other comprehensive income                                               3,836
                                                                                  -----------

        Total Stockholders' Equity                                                  1,214,122
                                                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 2,828,551
                                                                                  ===========
</TABLE>

                 See accompanying notes to financial statements.

                                       2
<PAGE>


                                 PETROCAL, INC.
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    For The Year    For The Year
                                                                       Ended           Ended
                                                                     August 31,      August 31,
                                                                        2003            2002
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
SALES                                                               $    484,666    $    175,645
                                                                    ------------    ------------

COSTS AND EXPENSES
  Impairment of oil and gas property                                          --          64,020
  Depletion                                                               61,455          61,182
  Dryhole costs                                                               --          22,809
  Non cash compensation                                                  250,000
  Selling, general and administrative                                    148,483          36,972
                                                                    ------------    ------------
                    TOTAL OPERATING COSTS AND EXPENSES                   459,938         184,983
                                                                    ------------    ------------

INCOME (LOSS) FROM OPERATIONS                                             24,728          (9,338)
                                                                    ------------    ------------

OTHER (INCOME) EXPENSE

  Other income                                                              (397)             --

  Interest income                                                            (67)             --
  Interest expense                                                        38,452           9,377
                                                                                    ------------
                                                                                    ------------
                           TOTAL OTHER EXPENSE                            37,988           9,377
                                                                    ------------    ------------

LOSS BEFORE INCOME TAXES                                                 (13,260)        (18,715)

  Income tax expense                                                       4,526           1,600
                                                                    ------------    ------------

NET LOSS                                                            $    (17,786)   $    (20,315)
                                                                    ============    ============

Net loss per share - basic and diluted                              $         --    $         --
                                                                    ============    ============

Weighted average number of shares outstanding during the period -
basic and diluted                                                     16,676,237      14,871,096
                                                                    ============    ============
</TABLE>


                 See accompanying notes to financial statements.

                                       3
<PAGE>


                                 PETROCAL, INC.
                   STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)

<TABLE>
<CAPTION>

                                             Preferred Stock              Common Stock          Additional
                                       -------------------------   -------------------------     Paid-In     Accumulated
                                         Shares         Amount        Shares       Amount $      Capital       Deficit
                                       -----------   -----------   -----------   -----------   -----------   -----------
<S>                                            <C>   <C>            <C>          <C>            <C>          <C>
Balance, September 1, 2001                      --            --    13,618,764         1,362     1,425,301    (1,054,643)

Stock issued for cash                           --            --     1,332,000           133       327,867            --

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

Net loss for the year                           --            --            --            --            --       (20,315)
                                       -----------   -----------   -----------   -----------   -----------   -----------

Balance, August 31, 2002                        --            --    16,176,237         1,618     2,059,413    (1,074,958)

Stock issued for services                       --            --     1,000,000           100       249,900            --


Net loss for the year                           --            --            --            --            --       (17,786)
                                       -----------   -----------   -----------   -----------   -----------   -----------

BALANCE, AUGUST 31, 2003                        --   $        --    17,176,237   $     1,718   $ 2,309,313   $(1,092,745)
                                       ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                       Accumulated
                                                         Other
                                       Subscriptions Comprehensive
                                        Receivable       Income        Total
                                       -----------    -----------   -----------
<S>                                     <C>           <C>           <C>
Balance, September 1, 2001                      --          3,836       375,856

Stock issued for cash                       (8,000)            --       320,000

Stock issued for settlement of notes
  payable and accrued interest                  --             --       306,368

Net loss for the year                           --             --       (20,315)
                                       -----------    -----------   -----------

Balance, August 31, 2002                        --          3,836       981,909

Stock issued for services                       --             --       250,000


Net loss for the year                           --             --       (17,786)
                                       -----------    -----------   -----------

BALANCE, AUGUST 31, 2003               $    (8,000)   $     3,836   $ 1,214,123
                                       ===========    ===========   ===========
</TABLE>


                 See accompanying notes to financial statements.

                                       4
<PAGE>


                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           For The Year    For The Year
                                                              Ended           Ended
                                                            August 31,      August 31,
                                                               2003            2002
                                                           ------------    ------------
<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                                 $ (17,786)      $ (20,315)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
   Common stock issued for services                          250,000           6,368
   Depletion                                                  61,455          61,182
   Dry hole costs                                                 --          22,809
   Impairment of oil and gas property                             --          64,020
  Changes in operating assets and liabilities:
   (Increase) decrease in:
    Accounts receivable                                     (211,190)         11,413
   Increase (decrease) in:
    Accounts payable and accrued expenses                     (7,884)        (44,038)
                                                                             320,000
                                                           ---------       ---------
        Net Cash Provided By Operating Activities             74,595         421,439
                                                           ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas property                          (290,400)       (630,782)
  Proceeds from note receivable                                   --          50,303
  Stockholder loans                                               --          20,054
                                                           ---------       ---------
        Net Cash Used In Investing Activities               (290,400)       (560,425)
                                                           ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from line of credit                               736,372         200,000
  Increase in notes and advances payable to stockholders     100,000
  Payment of acquisition debt to related party              (562,501)             --
                                                           ---------       ---------
        Net Cash Provided By Financing Activities            273,871         200,000
                                                           ---------       ---------

NET INCREASE IN CASH                                          58,066          61,014

Cash at beginning of YEAR                                     99,628          38,614
                                                           ---------       ---------

CASH AT END OF YEAR                                        $ 157,694       $  99,628
                                                           =========       =========
</TABLE>


                 See accompanying notes to financial statements.

                                        5

<PAGE>


                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (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  2003,  the Company  issued  1,000,000  shares of common  stock valued at
$250,000 for consultation services.

During  2003,  the Company  acquired  oil and gas  property  in exchange  for an
advance  payable to Patriot  Resources  of  $183,093,  and an increase in due to
related parties of $132,619.


                 See accompanying notes to financial statements.

                                        6

<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (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. Pursuant to the merger,  all capital
         stock  shares and  amounts  and per share data have been  retroactively
         restated  and 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 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


                                        7
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


         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.  No  impairment  is recorded for
         2003, the company has evaluated it's properties and though at least one
         holding has not generated direct cash flows, revenues not received have
         been  utilized in payment of past due  amounts  which is not an unusual
         practice in the  industry,  and is  permitted  under the terms of their
         Joint Interest Operating Agreement for this well.

         (D) LONG-LIVED ASSETS

         The Company  accounts for the impairment and  disposition of long-lived
         assets in accordance with SFAS No. 144,  "Accounting for the Impairment
         or Disposal of  Long-Lived  Assets." In  accordance  with SFAS No. 144,
         long-lived  assets to be held are  reviewed  for  events or  changes in
         circumstances  that  indicate  that  their  carrying  value  may not be
         recoverable.  The Company  periodically  reviews the carrying  value of
         long-lived  assets to determine  whether or not an  impairment  to such
         value has occurred.  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.

         (E) REVENUE RECOGNITION AND CONCENTRATION OF CUSTOMERS

         The Company  recognizes revenue from working interest when it is earned
         and collectable.  The Company currently has operating  interests in oil
         and gas  ventures.  One venture is with a related  entity and accounted
         for 41% and 12% of total  revenue in 2003 and 2002,  respectively  (see
         Notes 2 and 9),  and the  other  venture  accounted  for 59% and 88% of
         total revenue in 2003 and 2002, respectively.

         (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 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


                                        8
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


         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
         cash,  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,  2003 and 2002 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 2003 and 2002,  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.

         (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


                                        9
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


         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, 2003 and 2002.

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

         (N) RECENT ACCOUNTING PRONOUNCEMENTS

         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.

         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.

         In May 2003,  the FASB  issued SFAS No.  150,  "Accounting  for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity".   SFAS  No.  150  establishes  standards  for  how  an  issuer


                                       10
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


         classifies and measure in its statement of financial  position  certain
         financial  instruments  with  characteristics  of both  liabilities and
         equity.  SFAS No. 150  requires  that an issuer  classify  a  financial
         instrument that is within its scope as a liability (Or an asset in some
         circumstances) because that financial instrument embodies an obligation
         of the issuer.  SFAS No. 150 is  effective  for  financial  instruments
         entered into or modified  after May 31, 2003 and otherwise is effective
         at the beginning of the first interim period  beginning  after June 15,
         2003.  SFAS No. 15 is to be  implemented  by reporting  the  cumulative
         effect of a change in accounting  principle  for financial  instruments
         created  before the issuance date of SFAS No. 150 and still existing at
         the  beginning of the interim  period of adoption.  Restatement  is not
         permitted.  The  Company  does not expect  that the  adoption  of these
         pronouncements  will have a material effect on the Company's  financial
         position or results of operations.

         In January 2003, the FASB issued FASB  Interpretation  No. 46 (FIN 46),
         "Consolidation  of Variable  Interest  Entities,  " which clarifies the
         application  of  Accounting  Research  Bulletin  No. 51,  "Consolidated
         Financial  Statements,"  relating to consolidation of certain entities.
         In December  2003, the FASB issued a revised FIN 46 "46R" that replaced
         the  original FIN 46. FIN 46R  requires  identification  of a company's
         participation in variable interest  entities (VIEs),  which are defined
         as entities with a level of invested  equity that is not  sufficient to
         fund future  activities to permit it to operate on a standalone  basis.
         For  entities  identified  as a VIE,  FIN 46R  sets  forth  a model  to
         evaluate potential  consolidation based on an assessment of which party
         to the VIE (if any) bears a majority of the  exposure  to its  expected
         losses, or stands to gain from a majority of its expected returns.  FIN
         46R also sets forth  certain  disclosures  regarding  interests in VIEs
         that are deemed significant, even if consolidation is not required. The
         Company is not currently  participating in, or invested in any VIEs, as
         defined in FIN 46R.

         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 for doubtful accounts has been made
         as of  August  31,  2003.  As of  August  31,  2003,  $212,364  of  the
         receivable  is due from a related  entity,  and the  collection  of the
         receivable may be applied to amounts due that entity (see Note 9).


                                       11
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


NOTE 3   OIL AND GAS PROPERTIES

         Oil and gas  properties  at August 31, 2003  consisted of the following
         (successful efforts method):

         Proved                                                 $2,563,498
         Unproved                                                       --
                                                                ----------
                                                                 2,563,498
         Less: Accumulated depletion                               135,375
                                                                ----------
               Oil and gas properties - net                     $2,428,123
                                                                ==========

         The costs above consist of the Company's  various  interests in Oil and
         Gas  Properties.  On June 18,  2003,  Pacific  Energies,  of which  the
         Company  owns  a 25%  interest,  agreed  on  the  material  terms  of a
         settlement  pursuant  to which  Pacific  Energies  agreed,  among other
         things,  to abandon three leases with an approximate  net book value of
         $76,000 (see Note 11).

         Depletion  expense  for the years  ended  August  31,  2003 and 2002 is
         $61,455 and $61,182, respectively.


NOTES 4  NOTES AND ADVANCES  PAYABLE TO STOCKHOLDERS

         Notes and advances payable to stockholders  consist of the following as
         of August 31, 2003:

         (a)      Advances  from  a  stockholder,   accruing
                  interest  at  rate  of 9% per  annum.  The
                  advance is  unsecured  and due on December
                  23, 2004.                                        $      50,000

         (b)      Note  payable to  stockholder,  unsecured,
                  non -interest  bearing and payable in full
                  April 2005.                                             55,000

                  Note  payable to  stockholder,  unsecured,
                  interest payable on a monthly basis at the
                  prime  rate plus 1% per  annum,  principal
                  due in full April 2005                                  45,000
                                                                   -------------
                                                                   $     150,000
                                                                   =============

         As of August 31, 2003, required principal payments on the notes payable
         was as follows:

                          Year ending August 31,                       Amount
                          ----------------------                   -------------
                                   2004                            $      50,000
                                   2005                                  100,000
                                                                   -------------
                                                                   $     150,000
                                                                   =============



                                       12
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


NOTE 5   ACQUISITION DEBT TO RELATED PARTY

         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,   of  which  $364,165  is
         outstanding as of August 31, 2003 and consists of;

            (a)   $250,000 note that bears interest at a rate of 7.5% per annum,
                  payable interest only on a quarterly basis, with the principal
                  balance due  January  15,  2005,  which  maturity  date can be
                  extended to January 15, 2006  provided that the Company is not
                  in default under the note and all payments of accrued interest
                  are current, and

            (b)   a $104,165 non interest  bearing  note payable  initially  due
                  December 31, 2003, and subsequently extended to June 30,2004.

         As of August 31, 2003,  required  principal payments on the acquisition
         debt was as follows:

                             Year ending August 31,               Amount
                             ----------------------            -----------
                                      2004                     $   104,165
                                      2005                         250,000
                                                               -----------
                                                               $   354,165
                                                               ===========

NOTE 6   LINE OF CREDIT AGREEMENT

         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.  As of August 31, 2003, the Company had outstanding advances
         against this line of $736,373. The Agreement calls for interest payable
         on a monthly  basis at the prime  rate plus 1% per  annum.  The loan is
         secured by the Company's  interest in the Long Beach  working  interest
         that is included in Oil and Gas Properties (see Note 3) The loan is due
         in full September 2, 2007, and contains certain covenants for which the
         Company was either in compliance with, or had obtained waiver of, as of
         August 31, 2003.

NOTE 7   DUE TO PATRIOT RESOURCES

         In June  2003 the  Company  committed  to an oil  property  acquisition
         amounting to $183,093, which is included in oil and gas properties (see
         Note 3). Payment in full on the amount due was made,  without interest,
         shortly after August 31, 2003


                                       13
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


NOTE 8   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.

          (C) ISSUANCE OF COMMON STOCK FOR SERVICES

         During  2003,  the  Company  issued  1,000,000  shares  of  common  for
         consultation  services.  The shares  were  valued at $.25 per share for
         total consideration of $250,000.

         (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.

NOTE 9   RELATED PARTY TRANSACTIONS

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

         During the years ended August 31, 2003 and 2002,  the Company  recorded
         revenue of approximately  $200,800 and $21,500,  respectively,  from an
         entity  related to family  members of the  President.  As of August 31,
         2003, accounts  receivable  consisted of $212,364 from this entity (see
         Note 2).

         The Company also has advances payable in the amount of $130,994 to this
         related party at August 31, 2003. The advances are payable upon demand,
         without  interest,  and  are  secured  by the  related  party  accounts
         receivable of $212,364.



                                       14
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


NOTE 10  INCOME TAXES

         Income tax (benefit) consists of the following:

         2003                              Current     Deferred      Total
                                           --------    --------    --------

         Federal                           $  3,726    $     --    $  3,726
         State                                  800          --         800
                                           --------    --------    --------

                                           $  4,526    $     --    $  4,526
                                           ========    ========    ========

         2002

         Federal                           $     --    $     --    $     --
         State                                1,600          --       1,600
                                           --------    --------    --------

                                           $  1,600    $     --    $  1,600
                                           ========    ========    ========

         The Company's tax expense  (benefit)  differs from the  "expected"  tax
         expense  for the period  ended  August 31, 2003 and 2002  (computed  by
         applying the Federal  corporate tax rate of 34% to income (loss) before
         taxes) as follows:

                                                         2003          2002

         Computed "expected" tax expense (benefit)    $  67,992     $   6,363
         Valuation allowance                            (63,466)       (4,763)
                                                      ---------     ---------

         Income tax expense                           $   4,526     $   1,600
                                                      =========     =========

         At August 31, 2003, the Company had a net operating  loss  carryforward
         of  approximately   $189,000  for  U.S.  Federal  Income  tax  purposes
         available to offset future taxable income expiring  beginning 2023. The
         Company recorded a valuation allowance of $63,466 at August 31, 2003 to
         fully offset the deferred tax asset benefit.

NOTE 11  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  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


                                       15
<PAGE>

                                 PETROCAL, INC.
                            STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED AUGUST 31, 2003 AND 2002 (CONSOLIDATED)


         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.  On July 31,  2003 the
         company  entered  into a  settlement  agreement  with the County of Los
         Angeles  for  which  it  has  evaluated  it's   obligation   costs  for
         abandonment,   including   recorded   net  book   value  of  assets  of
         approximately    $76,000,    versus   anticipated    reimbursement   at
         certification.  At August  31,  2003 the  Company  estimates  a gain on
         abandonment of $94,000 that will be recorded in fiscal 2004.

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

NOTE 12    SUBSEQUENT EVENTS

         On March 1, 2004, the Company sold its entire right, title and interest
         in  the  Cascade  Interests  to  Cascade  Resources,   LLC  ("CRL"),  a
         California limited liability  company,  for a cash price of $1,350,000.
         The  Company has agreed to  indemnify  and hold  harmless  CRL from and
         against,  among other things, any claims relating to the Company's good
         and  marketable  title to the Cascade  Interests.  The  agreement  also
         provides,  among  other  things,  for CRL to assume  all  environmental
         obligations connected with Cascade Interests.



                                       16