<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-KSB
                                   (Mark One)

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

                            For the fiscal year ended

                                       OR

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

        For the transition period from January 1, 2001 to August 31, 2001

                         Commission file number 0-28955

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

                Delaware                                      52-2201492
     (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________


                                        1
<PAGE>
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
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.

$124,639

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 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.  The total number of shares of common stock issued and outstanding as
of August 31, 2002 were 16,150,764.  Based on the foregoing, the aggregate
market value of the shares of common stock of the Company is $4,037,691.00.

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 August 31, 2002

Common Stock, par value $0.0001               16,150,764
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.

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

                                        2
<PAGE>

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 is a development stage company.  Prior to the Business Combination,
it  may  be  deemed  to be a "blank check" company within the meaning of Section
(7)(b)(3) of the Securities Act of 1933, as amended (the "Securities Act").  The
                                                          --------------
Company  is  a  Reporting  Company,  as that term is defined under Regulation SB
promulgated  under  Securities  Act.  It voluntarily registered under Securities
Exchange Act of 1934, as amended (the "Exchange Act") with a view to engage in a
                                       ------------
merger  with,  or  acquisition  of,  a  foreign  or domestic private corporation
desirous  of  becoming  a  Reporting  Company.


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 and exploration work in the CIS countries.

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

                                        3
<PAGE>

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
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 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 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. Drilling of the first well (Cascade Unit 1)
began on February 19, 2001.  The well was completed and 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.
Production from the two wells averages 175 barrels of oil per day and 175 MCF of
gas per day.  The company estimates four more wells will be required to fully
develop the field.  Cascade Unit 3 is expected to begin drilling in the summer
of 2002.  The well is expected to cost $750,000.  The Company has an
approximately 12% working interest in the project. It estimates its portion of
the capital expenditure at the Cascade field for 2002 to be $82,500.

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.
As of August 31, 2002, only one well has been drilled on the land block, which
well was completed and placed in production on December 2, 2001.  There are no
current plans for a second well at this time. The field is operated by Breitburn
Energy LLC, an independent entity.

Pacific Energy Resources

The  Company  has  entered  into  an  agreement  with  Scanner  Investments  LLC
("Scanner"),  a  Delaware limited liability company, which has 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

                                        4
<PAGE>

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").  $1,000,000  of  the  Purchase Price is cash payment and the
    ------------
balance  is by way of a promissory note.  As of August 31, 2002, the Company has
invested  approximately  $500,000  in  the  transaction  and  expects to pay the
balance  by  the  first  quarter  of 2003 through a combination of loans, equity
capital  and revenue from operations.  There is no assurance that funds would be
available  to  meet  the  foregoing  requirements.

Phase  I  of the planned redevelopment will begin in November 2002.  The program
is focused primarily on the oil and gas leases located within the Wilmington Oil
Field.  The  plan calls for the re-drilling of 10 wells, 8 producers and 2 water
injectors.  The  cost  of  the  development  is  estimated  at $2,500,000 and is
expected  to  raise  the  production of oil by 700 barrels per day.  The Company
estimates its portion of the capital expenditures at $625,000, which expenditure
is  in  addition  to  the  Purchase  Price.

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 understood to 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, 2001 consisted of the following (successful
efforts  method):


                    Proved                        $     496,767
                    Unproved                                  -
                    Less: Accumulated depletion          12,738
                                                  -------------
                    Oil and gas properties - net  $     484,029
                                                  -------------

Depletion expenses for the years ended August 31, 2001 and 2000 were $12,738 and
none,  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

There is no litigation pending or threatened by or against the Company.

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 fourth quarter of the fiscal
year covered by this report:  July 31, 2001: Unanimous written consent of sole
stockholder for redemption of shares held by TPG Capital, Inc.

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, 2001, the total
number of holders of record of the Company's common stock was 36 (47 as of
August 31, 2002). On July 31, 2001, the Company issued 13,318,764 shares of
common stock, of which 13,018,74 shares were issued in exchange of shares of
common stock of Triton-Eurasia Petroleum Inc., which the Company acquired, and
300,000 shares of common stock were issued in exchange for services rendered to
the Company.  On August 1, 2001, it further issued 300,000 shares for services
rendered.  All of the shares were issued pursuant to exemption from registration
under Section 4(2) of the Securities Act. Additionally, on July 31, 2001, the


                                        6
<PAGE>

Company issued 3 to 5 year warrants for the purchase of 600,000 shares of common
stock for prices ranging from $1 to $1.50 per share of common stock, in exchange
for services rendered to the Company.  Thereafter, the Company conducted a
private placement of its shares of common stock at a price of $0.25 per share
taking the total number of issued and outstanding common shares to 16,150,764.
The private placement, made pursuant to Rule 506 of Regulation D of the
Securities Act, closed as of August 31, 2002.

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. As to Triton, while it did incur expenses towards selling, general
and administrative expenses, including those incurred towards paying part of the
cost of Business Combination, and entering into joint ventures, it did not
generate any revenues.  During the fiscal year ending August 31, 2001, Triton
was engaged in exploration activities, and the results set forth herein reflect
the results of activities undertaken by Triton during the current year, which
was the first year in which the Company generated any revenues from operations.
The Company's business necessarily involves a time lag between the time of
financial commitment and the generation of operating revenues.

The results of operations for the period ended August 31, 2001 are not directly
comparable to the results for the period ended August 31, 2000 as Triton had no
operations until February 2001. As of August 31, 2001, the Company had a net
loss of $369,745 and accumulated deficit of $1,054,643. Oil and gas sales were
approximately $124,639. This primarily was attributable to production from the
Cascade Oil Field which began on February 19, 2001.  There was no oil or gas
production for the fiscal year ended August 31, 2000.

Exploration costs for the fiscal year ended August 31, 2001 were $105,000.  This
was comprised of approximately $51,000 in dry hole cost associated with
exploratory drilling in Northern California.  There were no exploration costs
during the fiscal year ended August 31, 2000.

Depletion for the fiscal year August 31, 2001 was recorded at approximately
$13,000, primarily attributable to the depletion and amortization of the
production in the Cascade Oil Field.  There was no depletion expense during the
fiscal year ended August 31, 2000.

Selling, general and administrative expense increased approximately $260,000,
from approximately $119,000 for the fiscal year ended August 31, 2000 to
approximately $377,000 for the fiscal year ended August 31, 2001.  This increase
is primarily due to the cost associated with the Business Combination.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements for the year ended August 31, 2001 are attached to this
filing.

                                        7
<PAGE>

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, 2001, the following were all of the directors and officers of
the  Company:  Vladimir  Katic,  Chief Executive Officer and Director; Darren V.
Katic,  President  and Director; Daniel H. Thompson, Chief Operating Officer and
Director;  Matthew Hagen, Director; David C. Spitz, Secretary; and Brian Dawson,
Director.  Mr.  Spitz  resigned from the position of Secretary in March 2002 and
Mr.  Hagen  took up additional charge as Secretary effective April 1, 2002.  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 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.


                                        8
<PAGE>

DANIEL  H. THOMPSON serves as Chief Operating Officer and an 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 Chief Financial Officer and 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 is 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.

DAVID  CHRISTOPHER  SPITZ, a co-founder of Triton, served as Corporate Secretary
for  the  Company  during  the  year  covered by this report.  From July 2000 to
August 2001, Mr. Spitz served as the Director of Business Development of Virtual
IPO,  Inc., a hybrid venture capital firm and investment bank. Mr. Spitz holds a
series  7  License with the NASD and has been a registered representative of two
NASD broker/dealers, Sepulveda & Smith Securities, Inc. and Online Stock Market,
Inc.

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

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


                                        9
<PAGE>

The following persons or entities hold ten percent (10%) or more of the
securities of the Company:



<TABLE>
<CAPTION>

                              NUMBER OF     PERCENTAGE OF
                              SHARES OF    TOTAL SHARES OF
                             COMMON STOCK    COMMON STOCK
                              ISSUED AND      ISSUED AND     WHETHER OFFICER
NAME OF STOCKHOLDER          OUTSTANDING     OUTSTANDING       OR DIRECTOR
-----------------------------------------------------------------------------
<S>                              <C>           <C>               <C>
Global Holding for Energy &
Lend Lease                      2,900,000        17.96%          No
-----------------------------------------------------------------------------
Manhattan Capital Ltd.          3,119,999        19.32%          No
-----------------------------------------------------------------------------
Dawson, Brian P.                2,266,666        14.03%          Yes
-----------------------------------------------------------------------------
Thunderbird Mouldings
 Company                        1,500,000         9.91%          No
-----------------------------------------------------------------------------

</TABLE>

Each of the foregoing directors, officers, and beneficial owners of more than
ten percent of the securities of the Company including those set forth in
Item 11 below did not file Forms 3, 4, or 5 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, 2001.
However, the Company reimbursed Mr. Darren Katic approximately $10,000 during
the year 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, 2001 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 August 31, 2002 are set forth alongside in
parenthesis.

<TABLE>
<CAPTION>

TITLE OF                                   NAME AND ADDRESS OF BENEFICIAL       AMOUNT AND NATURE OF   PERCENT OF
CLASS                                                   OWNER                     BENEFICIAL OWNER        CLASS
-------------------------------------  ---------------------------------------  ---------------------  -----------
<S>                                          <C>                                      <C>                    <C>

                                       Global Holding for Energy & Lend Lease
                                       Werdenbergerweg 11, PO Box 483, FL-9490
                                       Vaduz                                                               21.29%
Common shares                          Principality of Liechenstein                 2,900,000 shares      (17.96%)
-------------------------------------  ---------------------------------------  ---------------------  -----------
                                       Manhattan Capital, Ltd.
                                       Buckingham Square, Penthouse
                                       West Bay Road, SMB P.O. Box 30691                                   20.27%
Common shares                          GT, Grand Cayman, Cayman Islands                    3,119,999      (19.32%)
-------------------------------------  ---------------------------------------  ---------------------  -----------
                                       Brian P. Dawson
                                       737 Longfellow                                                      16.64%
Common shares                          Hermosa Beach, CA 90254                             2,266,666      (14.03%)
-------------------------------------  ---------------------------------------  ---------------------  -----------
                                       Scanner Investments, Inc.
                                       Ansbacher House
                                       2nd Floor, East & Shirley Sts North
                                       P.O. Box N-4244                                                      8.32%
Common shares                          Nassau, Bahamas                                     1,133,333       (7.02%)
-------------------------------------  ---------------------------------------  ---------------------  -----------
                                       Thunderbird Mouldings Company
                                       8180 Industrial Parkway                             1,000,000         7.34%
Common shares                          Sacramento, CA 95824                               (1,500,000)      (8.32%)
-------------------------------------  ---------------------------------------  ---------------------  -----------
</TABLE>
                                       10
<PAGE>


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>
                                      NAME AND ADDRESS OF         AMOUNT AND NATURE OF
                                          BENEFICIAL                   BENEFICIAL       PERCENT OF CLASS
TITLE OF CLASS                               OWNER                       OWNER
-----------------------------  ---------------------------------  --------------------  ----------------
<S>                                  <C>                                <C>                   <C>

                               Vladamir Katic
                               1065 West Pier E Street
Common shares                  Long Beach CA 90802                                 100                 0
-----------------------------  ---------------------------------  --------------------  -----------------
                               Darren Katic
                               648 First Street
Common shares                  Hermosa Beach, CA 90254                             100                 0
-----------------------------  ---------------------------------  --------------------  -----------------
                               Brian P. Dawson
                               737 Longfellow
Common shares                  Hermosa Beach, CA 90254                       2,266,666             14.03%
-----------------------------  ---------------------------------  --------------------  -----------------
                               David C. Spitz
                               123 Woodworth Lane
Common shares                  Pleasant Hill, CA 94523                         500,000              3.10%
-----------------------------  ---------------------------------  --------------------  -----------------
                               Matthew Hagen
                               2401 Pennsylvania Avenue NW
Common Shares                  Washington, DC 20037                                  0                 0
-----------------------------  ---------------------------------  --------------------  -----------------
                               Daniel H. Thompson
                               700, 839-Fifth Avenue
Common shares                  FW Calgary, Alberta T2P3C8 Canada               365,433              2.26%
-----------------------------  ---------------------------------  --------------------  -----------------
All executive officers and directors as a group                             3,132, 299             19.39%
-----------------------------------------------                   --------------------  -----------------
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On March 25, 1999, all of the issued and outstanding securities of the Company
were issued to TPG Capital Corporation for a total of $500 in cash.  On July 31,
2001, the Company redeemed 4,700,000 of these shares for a total of $470 in
cash. TPG Capital Corporation continues to hold 300,000 of these shares.

In November 2001, the Company obtained $100,000 in convertible debt from
Eagleridge Productions, Inc., a company beneficially owned by Valdamir Katic and
Darren Katic, each a director of the Company.  The loan was converted into
400,000 common shares of the Company as of December 31, 2001.  In November 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 400,000 common shares of the
Company of the Company as of December 31, 2001.

                                       11
<PAGE>
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits
          None

     (b)  The Company filed a Form 8-K on August 24, 2001 and reported change
          in control of the Company.


SIGNATURES

In  connection with the accompanying Annual Report on Form 10-KSB (the "Report")
of  Company for the year ended August 31, 2001, I, Darren Katic, Chief Executive
Officer and Principal Accounting Officer of the Company, hereby certify pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  to  the  best  of my knowledge and belief, that:

     1.   the  Report  fully  complies with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934;  and

     2.   the  information  contained  in  the  Report,  fairly presents, in all
          material  respects,  the financial condition and results of operations
          of  the  Company.



By:  ________________
Darren  V.  Katic,  President,  Chief Executive Officer and Principal Accounting
Officer

Dated:  September 25,2002



                                       12
<PAGE>


                          PETROCAL, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                         AS OF AUGUST 31, 2001 AND 2000



<PAGE>


                          PETROCAL, INC. AND SUBSIDIARY



                                    CONTENTS
                                    --------


PAGE     1     INDEPENDENT  AUDITORS'  REPORT

PAGE     2     CONSOLIDATED  BALANCE  SHEET  AS  OF  AUGUST  31,  2001

PAGE     3     CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR
               THE  YEARS  ENDED  AUGUST  31,  2001  AND  2000

PAGE     4     CONSOLIDATED  STATEMENTS  OF  CHANGES IN STOCKHOLDERS' EQUITY FOR
               THE  YEARS  ENDED  AUGUST  31,  2001  AND  2000

PAGES  5 - 6   CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
               AUGUST  31,  2001  AND  2000

PAGES  7 - 13  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors  of:
     Petrocal,  Inc.  and  Subsidiary


We  have  audited  the accompanying consolidated balance sheet of Petrocal, Inc.
and  Subsidiary as of August 31, 2001 and the related consolidated statements of
operations  and  comprehensive  loss,  changes  in stockholders' equity and cash
flows  for each of the two years then ended.  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 consolidated financial statements referred to above present
fairly  in  all  material respects, the financial position of Petrocal, Inc. and
Subsidiary  as  of August 31, 2001 and the results of their operations and their
cash  flows  for  each of the two years then ended in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.



WEINBERG & COMPANY, P.A.


Los  Angeles,  California
December  17,  2001  (except  for  Notes  8(C)
and  (D)  as  to  which  the  date  is  January  10,  2002)
<PAGE>

                          PETROCAL, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                              AS OF AUGUST 31, 2001
                              ---------------------
<TABLE>
<CAPTION>
                                            ASSETS
                                            ------


CURRENT ASSETS
<S>                                                                                     <C>
Cash                                                                              $    38,614
Accounts receivable                                                                    42,957
Note receivable                                                                        50,303
Stockholder loan                                                                       20,054
                                                                                 ------------
Total Current Assets                                                                  151,928

OIL AND GAS PROPERTIES, NET                                                           484,029
                                                                                 ------------
TOTAL ASSETS                                                                      $   635,957
------------                                                                     ============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable                                                                  $   110,101
Notes payable                                                                         150,000
                                                                                 ------------

Total Liabilities                                                                     260,101
                                                                                 ------------

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, 13,618,764 issued
 and outstanding                                                                        1,362
Additional paid-in capital                                                          1,425,301
Accumulated deficit                                                                (1,054,643)
Accumulated other comprehensive gain                                                    3,836
                                                                                 ------------

Total Stockholders' Equity                                                            375,856
                                                                                 ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $   635,957
-------------------------------------------                                      ============
</TABLE>

          See accompanying notes to consolidated financial statements.
                                        2

<PAGE>
                          PETROCAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                             AND COMPREHENSIVE LOSS
                             ----------------------
<TABLE>
<CAPTION>
<S>                                                              <C>           <C>


                                                                For The Year    For The Year
                                                                    Ended          Ended
                                                                  August 31,     August 31,
                                                                     2001         2000
                                                                 ------------  -----------

SALES                                                              $124,639        $-
                                                                 ------------  -----------
COSTS AND EXPENSES
Exploration expense                                                   54,436            -
Dryhole costs                                                         50,169            -
Depletion                                                             12,738            -
Selling, general and administrative                                  376,425      118,632
                                                                 ------------  -----------

Total Operating Costs And Expenses                                   513,971      118,632
                                                                 ------------  -----------

LOSS FROM OPERATIONS                                                (369,745)    (118,632)
                                                                 ------------  -----------
OTHER EXPENSE
Interest expense                                                         616            -
                                                                 ------------  -----------

Total Other Expense                                                      616            -
                                                                 ------------  -----------

NET LOSS                                                            (369,745)    (118,632)
---------

OTHER COMPREHENSIVE LOSS

Foreign currency translation gain                                          -        8,375
                                                                 ------------  -----------

COMPREHENSIVE LOSS                                               $  (369,745)  $ (110,257)
                                                                 ============  ===========

Net loss per share - basic and diluted                           $     (0.03)  $    (0.01)
                                                                 ============  ===========

Weighted average number of shares outstanding during the period
-basic and diluted                                                12,283,202    8,166,041
                                                                 ============  ===========

</TABLE>

          See accompanying notes to consolidated financial statements.
                                        3
<PAGE>

                          PETROCAL, INC. AND SUBSIDIARY
                   STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
                  --------------------------------------------
                          PETROCAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                             AND COMPREHENSIVE LOSS
                             ----------------------




<TABLE>
<CAPTION>

                                                                                                Additional      Other
                                           Preferred Stock               Common Stock           Paid-In       Accumulated
                                        Shares          Amount        Shares       Amount       Capital         Deficit
                                      ------------- -------------- ----------- ------------- ------------  -----------------
<S>                                       <C>              <C>            <C>         <C>           <C>          <C>
Balance, August 31, 1999                          -  $           -   6,266,965  $        626  $  422,733   $     (566,266)

Stock issued for cash                             -              -   1,253,800           125     119,853                -

Stock issued for subscriptions
 receivable and services                          -              -     500,000            51      50,957                -

Stock issued for accrued
 consulting services                              -              -   1,637,999           164     166,939                -

Contributed services                              -              -           -             -      50,215                -

Other comprehensive gain                          -              -           -             -           -                -

Net loss, 2000                                    -              -           -             -           -         (118,632)
                                      ------------- -------------- ----------- ------------- ------------  -----------------
Balance, August 31, 2000                          -              -   9,658,764           966     810,697         (684,898)

Stock issued for cash                             -              -   2,400,000           165     224,835                -

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

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

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

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

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

Net loss, 2001                                    -              -           -             -           -         (369,745)
                                      ------------- -------------- ----------- ------------- ------------  -----------------
BALANCE, AUGUST 31, 2001                          -  $              13,618,764  $      1,362  $1,425,301   $   (1,054,643)
-------------------------             ============= ============== =========== ============= ============  =================

                                    Other
                               Comprehensive  Subscriptions
                                    (Loss)    Receivable       Total
                              -------------- -------------- -----------
Balance, August 31, 1999            $(4,539)  $   (19,787)  $(167,233)

Stock issued for cash                     -        19,535     139,513

Stock issued for subscriptions
 receivable and services                  -           (34)     50,974

Stock issued for accrued
 consulting services                      -             -     167,103

Contributed services                      -             -      50,215

Other comprehensive gain              8,375             -       8,375

Net loss, 2000                            -             -    (118,632)
                              -------------- -------------- -----------

Balance, August 31, 2000              3,836          (286)    130,315

Stock issued for cash                     -           286     225,286

Stock issued for services                 -             -      75,000

Stock issued for property                 -             -     240,000

Stock exchanged for loan payable
 - related party                          -             -      75,000

Stock issued for reorganization of
 Petrocal, Inc.                           -             -           -

Recapitalization                          -             -           -

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

BALANCE, AUGUST 31, 2001            $ 3,836   $         -   $ 375,856
------------------------      ============== ============== ===========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                        4
<PAGE>
                          PETROCAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                                           For The Year  For The Year
                                                                               Ended      Ended
                                                                             August 31,  August 31,
                                                                                2001        2000
                                                                             ----------  ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>         <C>
Net loss                                                                     $(369,745)  $(118,632)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services                                                       75,000      50,974
Contributed services                                                                 -      50,215
Loss on sale of property                                                         4,697           -
Depletion                                                                       12,738           -
Dry hole costs                                                                  50,169           -
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable                                                            (42,957)          -
Prepaid expenses                                                                68,564     (58,645)
Increase (decrease) in:
Accounts payable                                                                60,653      (8,072)
Due to stockholders                                                                  -      45,385
                                                                             ----------  ----------
Net Cash Used In Operating Activities                                         (140,881)    (38,775)
                                                                             ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of oil and gas property                                              (231,767)   (150,169)
Proceeds from note receivable                                                   20,000
Stockholder loans                                                              (20,054)     75,000
                                                                             ----------  ----------
Net Cash Used In Investing Activities                                         (231,821)    (75,169)
                                                                             ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                         225,286     139,513
Proceeds from issuance of notes payable                                        150,000           -
                                                                             ----------  ----------

Net Cash Provided By Financing Activities                                      375,286     139,513
                                                                             ----------  ----------
EFFECT OF EXCHANGE RATE ON CASH                                                      -       8,375
                                                                             ----------  ----------

NET INCREASE IN CASH                                                             2,584      33,944

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                  36,030       2,086
                                                                             ----------  ----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                     $  38,614   $  36,030
------------------------------------------                                   ==========  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
------------------------------------------------

Cash paid for interest                                                       $       -   $       -
                                                                             ==========  =========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                        5
<PAGE>
                          PETROCAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED AUGUST 31, 2001 AND 2000
                  --------------------------------------------
     Supplemental disclosure of non-cash investing and financing activities:

During  2000,  a  consultant  converted $167,103 of accrued consulting fees into
1,637,999  shares  of  common  stock.

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 consolidated financial statements.
                                        6
<PAGE>

NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------     -----------------------------------------------------------

(A)  ORGANIZATION
-----------------

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

On  July 31, 2001, Petrocal, Incorporated, an inactive public shell corporation,
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  changed  its  year-end  to  the  operating  company's
year-end.

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.  Petrocal,  Inc.  and  its  subsidiary
Triton-Eurasia  Petroleum,  Inc.  are  hereafter  referred  to  as  the Company.

The Company was in the development stage through August 31,2000.  The year ended
August  31,  2001  is  the first year during which it is considered an operating
company.

(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)  CASH  AND  CASH  EQUIVALENTS
---------------------------------


                                        7
<PAGE>

For  purposes  of  the  cash  flow  statements, the Company considers all highly
liquid  investments with original maturities of three months or less at the time
of  purchase  to  be  cash  equivalents.

(D)  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 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.

(E)  REVENUE  RECOGNITION
-------------------------

The  Company  recognizes  revenue  from  working  interest when it is earned and
collectable.  The  Company  currently  has  a  before payout working interest of
16.8%  in  the  Cascade  field  and  an  after  payout working interest of 11.7%
thereafter.

(F)  FOREIGN  CURRENCY  TRANSLATION
-----------------------------------

The  functional  currency  of  the  Company's  subsidiary was the local Canadian
currency  for  the  year  ended  August  31, 2000. The August 31, 2000 financial
statements  of  the  Company  were  translated  to  United  States dollars using
year-end  exchange rates as to assets and liabilities and average exchange rates
as  to  revenues  and  expenses.  Capital  accounts  were  translated  at  their
historical exchange rates when the capital transactions occurred.  Net gains and
losses  resulting  from  foreign  exchange  translations  are  included  in  the
statements  of operations and stockholder's equity as other comprehensive income
or  (loss).  Foreign  currency  translation  gains  and  losses were included in
consolidated  income.

                                        8
<PAGE>

(G)  STOCK  OPTIONS  AND  WARRANTS
----------------------------------

In  accordance  with Statement of Financial Accounting Standards No. 123, ("SFAS
123")  the  Company has elected to account for Stock Options issued to employees
under  Accounting  Principles  Board  Opinion  No. 25 ("APB Opinion No. 25") and
related  interpretations.  The  Company  accounts  for  stock  options issued to
non-employees  under  the  fair  value  method  of  SFAS  123.

(H)  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.  The  Company's  subsidiary  is  organized in Canada and no tax benefit is
expected  from  the  tax  credits  in  the  future.

(I)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
--------------------------------------------

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

(J)  LOSS  PER  SHARE
---------------------

Basic  and diluted net loss per common share for the years ended August 31, 2001
and  2000  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  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 2001 and 2000, 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.
                                        9
<PAGE>
(K)  BUSINESS  SEGMENTS
-----------------------

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

(L)  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 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.

The  future  adoption of these pronouncements is not expected to have a material
effect  on  the  Company's  financial  position  or  results  of  operations.
                                       10
<PAGE>
NOTE  2     OIL  AND  GAS  PROPERTIES
-------     -------------------------

Oil and gas properties at August 31, 2001 consisted of the following (successful
efforts  method):


Proved                        $     496,767
Unproved                                  -
                             ---------------
Less: Accumulated depletion          12,738
                             ---------------
Oil and gas properties - net  $     484,029
                             ===============

Depletion  expense  for  the years ended August 31, 2001 and 2000 is $12,738 and
none,  respectively.

NOTE  3     NOTE  RECEIVABLE
-------     ----------------

In  2001,  the  Company  sold its interest in the South Montebello and Fruitvale
prospect  for  a  non-interest  bearing note receivable of $70,303.  The Company
recorded  a  loss  from  this  transaction  of  $4,697,  which  is  included  in
exploration  expense.  The  note  is  receivable in fourteen monthly payments of
$5,000,  beginning  in  May  2001,  and  one  final  payment  of  $303.

NOTE  4     NOTES  PAYABLE
-------     --------------

The  following  reflects  notes  payable  at  August  31,  2001:

   Note  payable  to  corporation,  9% interest, due on demand, unsecured
   (See Note 8(D))                                                      $100,000

Note  payable  to  stockholder,  9% interest, due on demand, unsecured
   (See Note  8(D))                                                       50,000
                                                                         -------
                                                                   $     150,000
                                                                         =======
NOTE  5     STOCKHOLDERS'  DEFICIENCY
-------     -------------------------
                                       11
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(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  SERVICES
-----------------------------------------------

During  2001,  300,000 common shares were issued for legal services.  The shares
were  valued  at $75,000, the fair market value for financial reporting purposes
based  on  concurrent  cash  offering  prices  at  the  date  of  issuance.


(C)  ISSUANCE  OF  COMMON  STOCK  FOR  CASH
-------------------------------------------

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

(D)  CONVERSION  OF  STOCKHOLDER  LOAN
--------------------------------------

During  2001,  a  shareholder  converted  $75,000  in loans 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  6     RELATED  PARTY  TRANSACTIONS
-------     ----------------------------

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

                                       12
<PAGE>
NOTE  7     CONCENTRATIONS  OF  CREDIT  RISK
-------     --------------------------------

The Company derives all of its revenues from one oil well located in the Cascade
oil  field  in  southern  California.  Financial  instruments, which potentially
subject  the  Company  to  concentrations  of  credit  risk, consist of accounts
receivable  due  from  one  company.

NOTE  8     SUBSEQUENT  EVENTS
-------     ------------------

(A)  NOTES  PAYABLE
-------------------

During  November 2001, the Company borrowed $100,000 from a company in which two
Directors  of  the Company have ownership interests.  The notes bear interest at
9%,  are  unsecured and due on demand.  The notes were converted during December
2001  to  400,000  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.

(B)  SUBSEQUENT  OPERATIONS
---------------------------

(i)     The  Company  completed  its second well in the Cascade field.  With the
completion  of  the  well,  the  Company  has completed its obligation under the
farmout agreement.  The Company will receive a before payout working interest of
16.8%  and  an  after  payout  interest  of  11.7%.

(ii)     The  Company  entered into a contract to obtain a working interest in a
new  well.  The agreement calls for the Company to pay its proportional share of
drilling  costs  for  a  working  interest  of 2%.  As of December 21, 2001, the
Company  has  paid  $  62,500.

(C)  PRIVATE  PLACEMENT
-----------------------

During  January  2002,  the  Company  issued  188,000  common shares for cash of
$47,500.

(D)  NOTES  PAYABLE  CONVERSION
-------------------------------

During  January  2002,  the  Company  issued  600,000  shares of common stock in
exchange  for  notes  payable of $150,000.  The shares were valued at fair value
based on concurrent cash offering prices.  No gain or loss was recognized on the
conversion because the total fair value of the shares issued upon the conversion
of  the  notes  was  equal  to  the  debt.

                                       13

<PAGE>