SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

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

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

                For the fiscal year ended: December 31, 2002

                      Commission file number 000-29345

                           CALIF ACQUISITION, INC.
           (Exact name of registrant as specified in its charter)

Nevada                                                            88-0448315
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification No.)

1850 E. Flamingo Rd., #111
Las Vegas, NV                                                          89119
(Address of principal executive offices)                          (zip code)

                Issuer's Telephone Number:    (702) 866-5839

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

       Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $.001 par value
                              (Title if Class)

     Indicate by check mark whether the registrant (a) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding 12 months (or for such shorter period  that  the
registrant  was required to file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.  Yes    X       No

     Indicate  by  check mark if disclosure of delinquent filers pursuant  to
Item  405  of  Regulation  S-K  is not contained  herein,  and  will  not  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.  [     ]

     The  number of shares of Common Stock, $0.001 par value, outstanding  on
December 31, 2002, was 6,666,370 shares, held by 1 stockholder.

<PAGE>

                                   PART I

ITEM 1.   DESCRIPTION OF BUSINESS

     Calif  Acquisition,  Inc. was incorporated in the  State  of  Nevada  on
January  18, 2000, to engage in any lawful corporate undertaking,  including,
but  not limited to, selected mergers and acquisitions. We have been  in  the
development  stage since inception.  Calif Acquisition, Inc. has not  engaged
in  any  commercial operations. Calif Acquisition, Inc. does not have  active
business  operations,  and  at this time we are considered  a  "Blank  Check"
company.

     We  registered  our common stock on a Form 10-SB registration  statement
filed  pursuant  to the Securities Exchange Act of 1934 (the "Exchange  Act")
and  Rule 12(g) thereof.  We file with the Securities and Exchange Commission
periodic and episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

     We  will attempt to locate and negotiate with a business entity for  the
merger  of  that target business into the Company.  In certain  instances,  a
target business may wish to become a subsidiary of the Company or may wish to
contribute  assets  to the Company rather than merge.  No assurances  can  be
given  that we will be successful in locating or negotiating with any  target
business.

     Management  believes  that  there are  perceived  benefits  to  being  a
reporting  company  with a class of publicly-traded  securities.   These  are
commonly  thought to include (1) the ability to use registered securities  to
make  acquisition  of assets or businesses; (2) increased visibility  in  the
financial  community;  (3)  the  facilitation  of  borrowing  from  financial
institutions;   (4)  improved trading efficiency; (5) stockholder  liquidity;
(6)  greater  ease in subsequently raising capital; (7) compensation  of  key
employees  through stock options; (8) enhanced corporate  image;  and  (9)  a
presence in the United States capital market.

     A  business  entity,  if  any, which may be  interested  in  a  business
combination with us may include (1) a company for which a primary purpose  of
becoming public is the use of its securities for the acquisition of assets or
businesses;  (2)  a  company which is unable to find an  underwriter  of  its
securities  or  is  unable  to find an underwriter  of  securities  on  terms
acceptable  to  it;  (3) a company which wishes to become  public  with  less
dilution  of its common stock than would occur normally upon an underwriting;
(4)  a  company  which  believes that it will be able  to  obtain  investment
capital  on  more favorable terms after it has become public; (5)  a  foreign
company  which  may  wish  to gain an initial entry into  the  United  States
securities market; (6) a special situation company, such as a company seeking
a public market to satisfy redemption requirements under a qualified Employee
Stock  Option  Plan;  or  (7) a company seeking one  or  more  of  the  other
perceived benefits of becoming a public company.

     Management  is  actively  engaged in seeking a qualified  company  as  a
candidate  for  a business combination.  We are authorized to  enter  into  a
definitive agreement with a wide variety of businesses without limitation  as
to  their  industry or revenues.  It is not possible at this time to  predict
with which company, if any, we will enter into a definitive agreement or what
will  be the industry, operating history, revenues, future prospects or other
characteristics of that company.

<PAGE>

     We  may  seek  a business opportunity with entities which have  recently
commenced  operations,  or which wish to utilize the  public  marketplace  in
order  to  raise additional capital in order to expand into new  products  or
markets,  to  develop  a  new  product or service,  or  for  other  corporate
purposes.   We may acquire assets and establish wholly-owned subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

     Our  management,  which  in all likelihood will not  be  experienced  in
matters relating to the business of a target business, will rely upon its own
efforts  in  accomplishing  our business purposes.   Outside  consultants  or
advisors  may be utilized by us to assist in the search for qualified  target
companies.  If we do retain such an outside consultant or advisor,  any  cash
fee earned by such person will need to be assumed by the target business,  as
we have limited cash assets with which to pay such obligation.

     The  analysis  of new business opportunities will be undertaken  by,  or
under  the supervision of our officer and director, who is not a professional
business   analyst.    In   analyzing  prospective  business   opportunities,
management may consider such matters as:
*    the available technical, financial and managerial resources;
*    working capital and other financial requirements; history of operations,
     if any;
*    prospects for the future;
*    nature of present and expected competition;
*    the quality and experience of management services which may be available
     and the depth of that management;
*    the potential for further research, development, or exploration;
*    specific risk factors not now foreseeable but which then may be
     anticipated to impact our proposed activities;
*    the potential for growth or expansion;
*    the potential for profit;
*    the perceived public recognition or acceptance of products, services, or
     trades; name identification and;
*    other relevant factors.

     Management  does  not  have  the capacity to  conduct  as  extensive  an
investigation  of  a  target business as might be  undertaken  by  a  venture
capital  fund or similar institution.  As a result, management may  elect  to
merge  with a target business which has one or more undiscovered shortcomings
and may, if given the choice to select among target businesses, fail to enter
into an agreement with the most investment-worthy target business.

     Following  a  business combination we may benefit from the  services  of
others  in  regard to accounting, legal services, underwritings and corporate
public  relations.   If  requested  by  a  target  business,  management  may
recommend  one or more underwriters, financial advisors, accountants,  public
relations firms or other consultants to provide such services.

<PAGE>

     A  potential target business may have an agreement with a consultant  or
advisor  providing  that services of the consultant or advisor  be  continued
after  any  business  combination.  Additionally, a target  business  may  be
presented  to  us only on the condition that the services of a consultant  or
advisor  be  continued  after  a  merger or  acquisition.   Such  preexisting
agreements  of  target businesses for the continuation  of  the  services  of
attorneys,  accountants, advisors or consultants could be  a  factor  in  the
selection of a target business.

     In  implementing  a structure for a particular business acquisition,  we
may become a party to a merger, consolidation, reorganization, joint venture,
or  licensing  agreement with another corporation or  entity.   We  may  also
acquire  stock or assets of an existing business.  On the consummation  of  a
transaction, it is likely that our present management and stockholder will no
longer  be  in our control.  In addition, it is likely that our  officer  and
director  will,  as part of the terms of the acquisition transaction,  resign
and be replaced by one or more new officers and directors.

     It  is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal  and  state  securities laws.  In some circumstances  however,  as  a
negotiated element of its transaction, we may agree to register all or a part
of  such  securities immediately after the transaction is consummated  or  at
specified times thereafter.  If such registration occurs, of which there  can
be  no assurance, it will be undertaken by the surviving entity after we have
entered  into  an agreement for a business combination or have consummated  a
business  combination and we are no longer considered a blank check  company.
The  issuance  of  additional securities and their potential  sale  into  any
trading  market  which may develop in our securities may depress  the  market
value  of  our securities in the future if such a market develops,  of  which
there is no assurance.

     While  the  terms of a business transaction to which we may be  a  party
cannot  be  predicted,  it  is  expected that the  parties  to  the  business
transaction will desire to avoid the creation of a taxable event and  thereby
structure the acquisition in a tax-free reorganization under Sections 351  or
368 of the Internal Revenue Code of 1986, as amended.

     With  respect  to any merger or acquisition negotiations with  a  target
business, management expects to focus on the percentage of the Company  which
target business stockholder would acquire in exchange for their shareholdings
in  the  target  business.  Depending upon, among other  things,  the  target
business's  assets  and liabilities, our stockholder will in  all  likelihood
hold  a  substantially lesser percentage ownership interest  in  the  Company
following  any merger or acquisition.  Any merger or acquisition effected  by
us can be expected to have a significant dilutive effect on the percentage of
shares held by our stockholder at such time.

<PAGE>

     No assurances can be given that we will be able to enter into a business
combination, as to the terms of a business combination, or as to  the  nature
of the target business.

     As  of  the  date  hereof, management has not made  any  final  decision
concerning or entered into any written agreements for a business combination.
When  any  such agreement is reached or other material fact occurs,  we  will
file  notice  of  such  agreement or fact with the  Securities  and  Exchange
Commission  on  Form 8-K.  Persons reading this Form 10-KSB  are  advised  to
determine if we have subsequently filed a Form 8-K.

     We  anticipate that the selection of a business opportunity in which  to
participate  will  be  complex and without certainty of  success.  Management
believes  (but  has  not conducted any research to confirm)  that  there  are
numerous  firms  seeking  the perceived benefits  of  a  publicly  registered
corporation.   Such perceived benefits may include facilitating or  improving
the  terms  on  which  additional equity financing may be  sought,  providing
liquidity  for incentive stock options or similar benefits to key  employees,
increasing the opportunity to use securities for acquisitions, and  providing
liquidity for stockholder and other factors.  Business opportunities  may  be
available  in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis  of
such business opportunities extremely difficult and complex.

ITEM 2.   DESCRIPTION OF PROPERTY

     We have no properties and at this time have no agreements to acquire any
properties.   We  currently use the office of management at no  cost  to  us.
Management  has  agreed to continue this arrangement  until  we  complete  an
acquisition or merger.

ITEM 3.   LEGAL PROCEEDINGS

     There is no litigation pending or threatened by or against us.

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

     No  matter  was  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.

                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no public market for our securities. We do not intend
to  trade  our  securities  in the secondary market  until  completion  of  a
business  combination or acquisition.  It is anticipated that following  such
occurrence we will request that our common stock to be quoted on the NASD OTC
Bulletin  Board  or,  if  we then meet the financial and  other  requirements
thereof, on the Nasdaq SmallCap Market, National Market System or regional or
national exchange.

<PAGE>

     The  proposed  business activities described herein  classify  us  as  a
"blank  check"  company.   The Securities and Exchange  Commission  and  many
states  have  enacted statutes, rules and regulations limiting  the  sale  of
securities  of  blank  check  companies in  their  respective  jurisdictions.
Management  does  not intend to undertake any efforts to cause  a  market  to
develop in our securities until such time as we have successfully implemented
our  business plan described herein.  Accordingly, our stockholder has agreed
that  he  will not sell or otherwise transfer his shares of our common  stock
except  in connection with or following completion of a merger or acquisition
and we have no longer classified as a blank check company.

     There is currently one stockholder of our outstanding common stock.

     During  the past three years, we have issued securities which  were  not
registered as follows:

                                              NUMBER OF
DATE                         NAME              SHARES       CONSIDERATION
January 18, 2000       Anthony N. DeMint      5,000,000      $5,000 (1)
January 1, 2001        Anthony N. DeMint      1,467,000      $1,467 (2)
April 1, 2001          Anthony N. DeMint       22,060          $22 (2)
July 1, 2001           Anthony N. DeMint       13,240          $13 (2)
October 1, 2001        Anthony N. DeMint       14,060          $14 (2)
April 1, 2002          Anthony N. DeMint       21,880          $22 (2)
September 30, 2002     Anthony N. DeMint       28,130          $28 (2)
December, 31, 2002     Anthony N. DeMint       100,000        $100 (2)
________

(1)   Mr. DeMint is our sole director, controlling stockholder and president.
Shares issued to Mr. DeMint were in return for services provided to us by Mr.
DeMint,  in lieu of cash. With respect to the stock issued to Mr. DeMint,  we
relied  upon Section 4(2) of the Securities Act of 1933, as amended and  Rule
506 promulgated thereunder.

(2)   Shares  issued  to Mr. DeMint were conversions of debt  to  equity  for
monies  advanced  by  Mr. DeMint. With respect to the  stock  issued  to  Mr.
DeMint, we relied upon Section 4(2) of the Securities Act of 1933.

ITEM 6.   PLAN OF OPERATION

     We  were  formed  to  engage  in a merger  with  or  acquisition  of  an
unidentified foreign or domestic company which desires to become a  reporting
("public")  company whose securities are qualified for trading in the  United
States  secondary market.  We meet the definition of a "blank check"  company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended.  We
have  been  in the developmental stage since inception and have no operations
to  date.  Other than issuing shares to our original stockholder, we have not
commenced any operational activities.

     We  will  not  acquire  or merge with any entity  which  cannot  provide
audited  financial statements at or within a reasonable period of time  after
closing  of  the proposed transaction.  We are subject to all  the  reporting
requirements included in the Exchange Act.  Included in these requirements is
our  duty to file audited financial statements as part of our Form 8-K to  be
filed  with  the  Securities and Exchange Commission upon consummation  of  a
merger  or acquisition, as well as our audited financial statements  included
in  our  annual  report  on Form 10-K (or 10-KSB, as  applicable).   If  such
audited  financial statements are not available at closing,  or  within  time
parameters  necessary to insure our compliance with the requirements  of  the
Exchange Act, or if the audited financial statements provided do not  conform
to the representations made by the target business, the closing documents may
provide  that the proposed transaction will be voidable at the discretion  of
our present management.

<PAGE>

     We will not restrict our search for any specific kind of businesses, but
may  acquire  a  business which is in its preliminary or  development  stage,
which  is  already in operation, or in essentially any stage of its  business
life. It is impossible to predict at this time the status of any business  in
which  we  may  become  engaged,  in that such  business  may  need  to  seek
additional  capital, may desire to have its shares publicly  traded,  or  may
seek other perceived advantages which we may offer.

     A  business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and  the
substitution  by  the  target business of its own  management  and  board  of
directors.

     We have, and will continue to have, no capital with which to provide the
owners  of  business  opportunities with any cash or other  assets.  However,
management believes we will be able to offer owners of acquisition candidates
the  opportunity to acquire a controlling ownership interest  in  a  publicly
registered company without incurring the cost and time required to conduct an
initial  public offering.  Our officer and director has not conducted  market
research  and  is  not  aware of statistical data to  support  the  perceived
benefits  of a merger or acquisition transaction for the owners of a business
opportunity.

     Our  audit  reflects the fact that we have no current source of  income.
Further, that without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.

     Our  stockholder  has agreed that he will advance any  additional  funds
which  we  need  for  operating  capital and for  costs  in  connection  with
searching for or completing an acquisition or merger. Such advances  will  be
made without expectation of repayment unless the owners of the business which
we  acquire  or merge with agree to repay all or a portion of such  advances.
There  is no minimum or maximum amount such stockholder will advance  to  us.
We  will  not borrow any funds for the purpose of repaying advances  made  by
such  stockholder, and we will not borrow any funds to make any  payments  to
our promoters, management or their affiliates or associates.

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director,  stockholder or his affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest.
Internal Controls

<PAGE>

     Evaluation of disclosure controls and procedures.  Prior to the date  of
this report, the Company carried out an evaluation, under the supervision and
with the participation of our President and Chief Accounting Officer, of  the
effectiveness  of  the  design and operation of our disclosure  controls  and
procedures.  Based on this evaluation, the Company's Chief Accounting Officer
concluded  that the Company's disclosure controls and procedures (as  defined
in  Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act  of  1934
(the "Exchange Act")) are effective to ensure that information required to be
disclosed  by  the  Company in reports that it files  or  submits  under  the
Exchange Act is recorded, processed, summarized and reported to the Company's
management  within the time periods specified in the Securities and  Exchange
Commission's rules and forms.

Changes in internal controls.

     Subsequent  to  the date of their evaluation, there were no  significant
changes  in  the Company's internal controls or in other factors  that  could
significantly  affect the Company's disclosure controls and  procedures,  and
there were no corrective actions with regard to significant deficiencies  and
material weaknesses based on such evaluation.

ITEM 7.   FINANCIAL STATEMENTS

     See Index to Financial Statements and Financial Statement Schedules
appearing on page F-1 through F-8 of this Form 10-KSB.

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

     Our Director and Officer is as follows:

       Name                  Age    Positions and Offices Held
       Anthony N. DeMint     29     President, Secretary, Director

     There are no agreements or understandings for the officer or director to
resign  at  the  request  of another person and the above-named  officer  and
director  is  not  acting on behalf of nor will act at the direction  of  any
other person.

     Set  forth  below is the name of our director and officer, all positions
and  offices with us held, the period during which he has served as such, and
the business experience during at least the last five years:

<PAGE>

     Anthony  N. DeMint acts as President, Secretary, Treasurer and  Director
for  the  Company. Mr. DeMint has served as an officer and  Director  of  the
Company since inception. Mr. DeMint is also sole officer and Director of  Tac
Asset  Corp.,  Rub  Investments  Limited,  Your  Domain.Com,  Nothing  Corp.,
Accessory  Specialist  Incorporated,  Take  A  Ride,  Inc.,  Euro  Technology
Outfitters,  Interbank Capital Corp., SAVEYOUTIME.COM,  INC.,  Fun  For  You,
Inc.,  Tell-A-Tale  Incorporated,  Too  Late  Financial  Corporation,  Vanity
Enterprises,  Inc.  and  YFC 355 Corp which are also blank  check  companies.
Since  1994, Mr. DeMint has been a business consultant and has served on  the
board  of  directors  and  as  an  officer for  several  private  and  public
companies.  Mr.  DeMint currently serves as President and as  a  Director  of
Securities  Law Institute, a securities consulting firm. From 1997-1998,  Mr.
DeMint  was  Vice President of operations and a Director for  Worldwide  Golf
Resources,  Inc.  From  1995-1997, Mr. DeMint was  Chief  Operating  Officer,
Treasurer  and  a  Director of a publicly held import and wholesale  company,
Cutty-Fleet Trading Co., where he managed day-to-day operations.  Mr.  DeMint
attended Business and Economics school at the University of Nevada Las Vegas.
Mr. DeMint is an affiliate of Sperry Young & Stoecklein.

CURRENT BLANK CHECK COMPANIES

     The  SEC  reporting blank check companies that Anthony DeMint serves  or
has served as President and Director are listed in the following table:
                                                   Date
Incorporation Name          Form Type  File #    of Filing  Status (l)

Intercontinental Capital
Fund, Inc.                  10SB12G 000-27931 04 Nov 99     Merger (2a)

Tele Special.Com            10SB12G 000-28207 19 Nov 99     Merger (2b)

Navitec Group Inc.          10SB12G 000-28225 22 Nov 99     Merger (2c)

Royal Acquisitions, Inc.    10SB12G 000-28713 30 Dec 99     Merger (2d)

LifePlan                    10SB12G 000-29033 08 Jan 00     Merger (2e)

Central America Fuel
Technology, Inc.            10SB12G 000-28697 29 Dec 99     Merger (2f)

Scientific Fuel Technology,
Inc.                        10SB12G 000-28685 28 Dec 99     Merger (2g)

TourPro Golf, Inc.          10SB12G 000-28569 20 Dec 99     Merger (2h)

J.S.J. Capital Corp,        10SB12G 000-29165 26 Jan 00     Merger (2i)

Euro Technology Outfitters  10SB12G 000-30009 20 Mar 00     Merger (2j)

SAVEYOUTIME.COM, INC.       10SB12G 000-30085 23 Mar 00     Merger (2k)

J.S.J. Capital II, Inc.     10SB12G 000-29189 27 Jan 00     Sold (3)

<PAGE>

Tac Asset Corp.             10SB12G 000-29355 07 Feb 00     No

Rub Investments Limited     10SB12G 000-29315 03 Feb 00     No

Your Domain.com             10SB12G 000-29317 03 Feb 00     No

Nothing Corp.               10SB12G 000-29399 08 Feb 00     No

Accessory Specialists
Incorporated                10SB12G 000-29343 07 Feb 00     No

Take A Ride, Inc.           10SB12G 000-30113 27 Mar 00     No

Fun For You, Inc.           10SB12G 000-30055 22 Mar 00     No

Interbank Capital Corp.     10SB12G 000-30067 23 Mar 00     No

Tell-A-Tale, Incorporated   10SB12G 000-30131 28 Mar 00     No

Too Late Financial
Corporation                 10SB12G 000-30149 29 Mar 00     No

Vanity Enterprises, Inc.    10SB12G 000-30169 31 Mar 00     No

YFC 355 Corp                10SB12G 000-30201 03 Apr 00     No

(1)   Under  Merger  Status  "Merger"  represents  either  a  merger  or   an
acquisition has occurred or the company ceased to be a blank check company by
operating  specific business a "No" represents that the company is  currently
seeking  merger or acquisition candidate. More detailed information for  each
merger is disclosed in following paragraphs.

(2)   (2a)   In January 2000 Intercontinental Capital Fund, Inc. merged  with
Desert   Health  Products,  Inc.  ("DHP")  whereby  DHP  was  the   surviving
corporation and Intercontinental Capital Fund ceased to exist. DHP was formed
to  develop dietary supplement products from natural plant extracts.  DHP  is
focusing  its  development efforts on certain plants and plant extracts  that
are widely used throughout the United States and Europe to treat a variety of
diseases and physical conditions. Pursuant to the Plan of Merger, DHP  issued
400,000  shares of restricted Common Stock to Anthony N. DeMint  in  exchange
for  the  cancellation of Mr. DeMint's 5,000,000 shares  of  Intercontinental
Capital  Fund  Common  Stock. DHP paid $100,000 in cash  to  Sperry  Young  &
Stoecklein,  of which Anthony N. DeMint is an affiliate, for consulting  fees
associated  with  the  merger.  Mr.  DeMint  currently  is  a  non-affiliated
stockholder of DHP.

(2b)  In January 2000 Tele Special.Com merged with International Brands, Inc.
("INBR")  whereby  INBR was the surviving corporation  and  Tele  Special.Com
ceased  to  exist.  INBR  is a holding company for various  Internet  related
companies.  Pursuant  to  the Plan of Merger, INBR issued  25,000  shares  of
restricted Common Stock to Anthony N. DeMint in exchange for the cancellation
of  Mr. DeMint's 5,000,000 shares of Tele Special.Com Common Stock. INBR paid
$150,000 in cash to Sperry Young & Stoecklein, of which Anthony N. DeMint  is
an  affiliate,  for  consulting fees associated with the merger.  Mr.  DeMint
currently is a non-affiliated stockholder of INBR.

<PAGE>

(2c)   In  February  2000 Navitec Group, Inc. merged with Worldnet  Resources
Group,  Inc. ("WRGI") whereby WRGI was the surviving corporation and  Navitec
Group,  Inc. ceased too exist. WRGI is a holding company for various Internet
related  companies. Pursuant to the Plan of Merger, WRGI issued 2,083  shares
of  restricted  Common  Stock  to  Anthony N.  DeMint  in  exchange  for  the
cancellation of Mr. DeMint's 5,000,000 shares of Navitec Group Common  Stock.
WRGI paid $150,000 in cash to Sperry Young & Stoecklein, of which Anthony  N.
DeMint  is an affiliate, for consulting fees associated with the merger.  Mr.
DeMint currently is a non-affiliated stockholder of WRGI.

(2d)   In March 2000 Royal Acquisitions, Inc. merged with zebramart.Com, Inc.
("ZMRT")  whereby ZMRT was the surviving corporation and Royal  Acquisitions,
Inc. ceased too exist.  Pursuant to the Plan of Merger, ZMRT issued 2,000,000
shares  of restricted Common Stock to Anthony N. DeMint in exchange  for  the
cancellation  of  Mr. DeMint's 5,000,000 shares of Royal  Acquisitions,  Inc.
Common  Stock.  ZMRT paid $200,000 in cash to Sperry Young &  Stoecklein,  of
which Anthony N. DeMint is an affiliate, for consulting fees associated  with
the merger.

(2e)  In March 2000 LifePlan, merged with HIV-VAC, INC. ("HIVC") whereby HIVC
was the surviving corporation and LifePlan ceased too exist.  Pursuant to the
Plan  of  Merger,  HIVC issued 100,000 shares of restricted Common  Stock  to
Anthony N. DeMint in exchange for the cancellation of Mr. DeMint's 10,000,000
shares  of  LifePlan Common Stock. Mr. DeMint currently is  a  non-affiliated
stockholder of HIVC.

(2f)   In  March  2000  Central  America Fuel Technology,  Inc.  merged  with
Presidents  Telecom, Inc. ("PRTE") whereby PRTE was the surviving corporation
and  Central America Fuel Technology, Inc. ceased too exist. PRTE establishes
satellite  communications world wide to Costa Rican companies.   Pursuant  to
the  Plan  of Merger, PRTE issued 5,000 shares of restricted Common Stock  to
Anthony N. DeMint in exchange for the cancellation of Mr. DeMint's 10,000,000
shares  of  Central  America Fuel Technology, Inc. Common Stock.  Mr.  DeMint
currently is a non-affiliated stockholder of PRTE.

(2g)   In  March  2000 Scientific Fuel Technology, Inc. merged with  Vertical
Computers Systems, Inc. ("VCSY") whereby Vertical Computers Systems, Inc. was
the  surviving  successor corporation and Scientific  Fuel  Technology,  Inc.
ceased  to  exist.   VCSY  is a multi-lingual portal and  Internet  solutions
provider  for foreign countries, developing nations and regions of the  world
where  access  and content is limited.  Pursuant to the Plan of Merger,  VCSY
issued  2,000,000 shares of restricted Common Stock to Anthony N.  DeMint  in
exchange for the cancellation of Mr. DeMint's 10,000,000 shares of Scientific
Fuel Technology, Inc. Common Stock.

(2h)   In  March  2000 TourPro Golf, Inc. merged with Mirage Computers,  Inc.
whereby  Mirage Computers, Inc. n/k/a Mega Micro Technologies Group. ("MMTG")
was  the  surviving successor corporation and TourPro Golf,  Inc.  ceased  to
exist.   Mirage  is in the business of acquiring and developing  a  group  of
synergistic   technology  related  companies,  which  will   share   customer
databases,  administration and marketing costs.   Pursuant  to  the  Plan  of
Merger,  MMTG issued 150,000 shares of restricted Common Stock to Anthony  N.
DeMint  in exchange for the cancellation of Mr. DeMint's 4,800,000 shares  of
TourPro  Golf,  Inc. Common Stock. Mr. DeMint currently is  a  non-affiliated
stockholder of MMTG.

<PAGE>

(2i)   In  April  2000  J.S.J.  Capital Corp.  merged  with  High  Speed  Net
Solutions, Inc. ("HSNS") whereby HSNS was the surviving successor corporation
and  J.S.J.  Capital Corp. Inc. ceased to exist.  HSNS is in the business  of
delivering  audio,  video  and  graphics content  and  advertising  over  the
Internet.   Pursuant  to  the Plan of Merger, HSNS issued  50,000  shares  of
restricted Common Stock to Anthony N. DeMint in exchange for the cancellation
of Mr. DeMint's 672,000 shares of J.S.J. Capital Corp. Common Stock.

(2j)   On  August  19,  2002, Euro Technology Outfitters  executed  an  Asset
Purchase   Agreement  with  Petrol  Energy,  Inc.,  whereby  Euro  Technology
Outfitters  issued  10,918,300  shares of  its  restricted  common  stock  in
exchange  for  certain assets and liabilities of Petrol Energy.   The  assets
that were acquired included approximately 289 oil and gas mineral leases.

     On  August 20, 2002, Euro Technology Outfitters amended its Articles  of
Incorporation  to change its name from Euro Technology Outfitters  to  Petrol
Oil and Gas, Inc.

     On  August  21, 2002, Anthony N. DeMint, Petrol Oil and Gas,  Inc.  sole
Office and Director, appointed Paul Branagan as a director of the Company and
subsequently  resigned, leaving Mr. Branagan as the Company's sole  director.
Following  his appointment, Mr. Branagan elected himself as the sole  officer
of  the  Company.   Further,  concurrent with  his  resignation,  Mr.  DeMint
tendered  5,826,240 shares of Petrol Oil and Gas, Inc. stock back  to  Petrol
Oil and Gas, Inc. for cancellation.

(2k)   On  January  20,  2003,  Saveyoutime.com,  Inc.  ("SCI")  executed  an
Agreement  and  Plan  of  Merger  with Hesperia  Holding  Corp.  ("Hesperia")
wherein, if certain conditions are met, (i) SCI will issue 10,415,845  shares
of  common  stock,  in  a 1:1 exchange, for 100% of the Hesperia  issued  and
outstanding, and (ii) SCI will change its name to Hesperia Holdings, Inc. and
qualify to do business in California.  Hesperia was formed in July 2002, as a
California corporation and is a holding company for its subsidiary,  Hesperia
Truss, which is in the business of designing and building prefabricated  wood
trusses.  Additionally, pursuant to the Agreement and Plan of Merger, Anthony
N.  DeMint  the sole shareholder of SCI will cancel 6,454,370 shares  leaving
50,000 shares of SCI issued and outstanding.  Post Merger closing, there will
be  a  total  of  10,465,845  shares issued and outstanding.  The  merger  is
anticipated to close in the first half of 2003.

(3)  In May 2000 Anthony DeMint acquired 672,000 shares of J.S.J. Capital II,
Inc. for $175,000 in cash.

     In  July  2000 Anthony DeMint resigned as sole Officer and  Director  of
J.S.J.  Capital  II,  Inc. and sold 100% of his shares  in  the  Company  for
$175,000.

<PAGE>

CONFLICTS OF INTEREST

     Our  officer  and  director expects to organize  other  companies  of  a
similar  nature  and  with a similar purpose as us. Consequently,  there  are
potential  inherent  conflicts  of interest in  acting  as  our  officer  and
director.  Insofar as the officer and director is engaged in  other  business
activities, management anticipates that he will devote only a minor amount of
time  to  our affairs. We do not have a right of first refusal pertaining  to
opportunities   that  come  to  management's  attention   insofar   as   such
opportunities may relate to our proposed business operations.

    A  conflict may arise in the event that another blank check company  with
which management is affiliated is formed and actively seeks a target company.
It  is  anticipated that target companies will be located for  us  and  other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on  the
same  date,  alphabetically. However, any blank check  companies  with  which
management is, or may be, affiliated may differ from us in certain items such
as place of incorporation, number of shares and stockholder, working capital,
types  of  authorized securities, or other items. It may  be  that  a  target
company  may be more suitable for or may prefer a certain blank check company
formed after us. In such case, a business combination might be negotiated  on
behalf  of  the more suitable or preferred blank check company regardless  of
date of formation.

    The  terms  of business combination may include such terms as Mr.  DeMint
remaining  a  director  or  officer  of the  Company  and/or  the  continuing
securities work of the Company being handled by the consulting firm of  which
Mr. DeMint is a director. The terms of a business combination may provide for
a  payment  by cash or otherwise to Mr. DeMint for the purchase or retirement
of  all or part of his common stock of the Company by a target company or for
services rendered incident to or following a business combination. Mr. DeMint
would  directly  benefit from such employment or payment. Such  benefits  may
influence Mr. DeMint's choice of a target company.

    We  may  agree  to  pay  finder's fees, as appropriate  and  allowed,  to
unaffiliated  persons  who  may  bring a target  company  to  us  where  that
reference results in a business combination. No finder's fee of any kind will
be  paid  by  us  to  management or our promoters or to their  associates  or
affiliates.  No loans of any type have, or will be, made by us to  management
or our promoters of or to any of their associates or affiliates.

    We  will not enter into a business combination, or acquire any assets  of
any  kind  for  our securities, in which our management or any affiliates  or
associates have a greater than 10% interest, direct or indirect.

    There  are  no  binding guidelines or procedures for resolving  potential
conflicts of interest. Failure by management to resolve conflicts of interest
in  favor  of us could result in liability of management to us. However,  any
attempt by stockholder to enforce a liability of management to us would  most
likely be prohibitively expensive and time consuming.

<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act of 1934, as  amended  (the
"Exchange Act"), requires Calif Acquisition, Inc. officers and directors, and
persons who beneficially own more than ten percent of Calif Acquisition, Inc.
common stock, to file initial reports of ownership and reports of changes  in
ownership  with the SEC. Executive officers, directors and greater  than  ten
percent  beneficial owners are required by SEC regulations to  furnish  Calif
Acquisition,  Inc. with copies of all Section 16(a) forms  they  file.  Based
upon  a  review  of the copies of such forms furnished to Calif  Acquisition,
Inc.  and  written  representations from Calif Acquisition, Inc's.  executive
officer  and director, believes that during the year ended 2002 all  forms  3
and 4 were filed on a timely basis.

ITEM 10.  EXECUTIVE COMPENSATION

     Our  officer  and  director does not receive any  compensation  for  his
services rendered, has not received such compensation in the past, and is not
accruing  any  compensation pursuant to any agreement with us.  However,  our
officer   and  director  anticipates  receiving  benefits  as  a   beneficial
stockholder and, possibly, in other ways.

     No  retirement,  pension,  profit sharing,  stock  option  or  insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth, as of December 31, 2002,  each  person
known  by us to be the beneficial owner of five percent or more of our Common
Stock  and our director and officer. Except as noted, the holder thereof  has
sole voting and investment power with respect to the shares shown.

Name and Address               Amount of Beneficial          Percent of
Of Beneficial Owner                 Ownership             Outstanding Stock
Anthony N. DeMint                   6,666,370                   100%
1850 E. Flamingo Rd., #111
Las Vegas, NV 89119

All Executive Officers and
Directors as a Group
(1 Person)                          6,666,370                   100%

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  January 18, 2000, the Company issued a total of 5,000,000 shares  of
Common Stock to the following persons for a total of $5,000 in services.  The
shares  were deemed to have been issued pursuant to an exemption provided  by
Section 4(2) of the Act, which exempts from registration "transactions by  an
issuer not involving any public offering."

     On  January  1,  2001,  the Company issued an  officer  of  the  Company
1,467,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,467.  The shares were deemed to have been issued pursuant to
an  exemption  provided  by  Section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

<PAGE>

     On  April  1, 2001, the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  July  1,  2001, the Company issued an officer of the Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  October 1, 2001, the Company issued an officer of the Company 14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  April  1, 2002, the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  September  30, 2002, the Company issued an officer  of  the  Company
28,130  shares of its $.001 par value common stock for conversion of debt  to
equity of $28.13.  The shares were deemed to have been issued pursuant to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  December  31,  2002, the Company issued an officer  of  the  Company
100,000 shares of its $.001 par value common stock for conversion of debt  to
equity  of $100.  The shares were deemed to have been issued pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     The  Board of Directors has passed a resolution which contains a  policy
that  we will not seek an acquisition or merger with any entity in which  our
officer,  director  or  holder or their affiliates  or  associates  serve  as
officer or director or hold more than a 10% ownership interest. Management is
not aware of any circumstances under which this policy may be changed.

Attestation of President and Chief Financial Officer as to our  internal
controls

     Our  President/Chief Financial Officer, Anthony N. DeMint, has evaluated
the effectiveness of our internal controls and have found that based on these
evaluations  and  the  current status of the Company's  operations  that  our
internal  controls  are adequate at this time. Further, there  have  been  no
significant changes in our internal controls or in other factors  that  could
significantly  affect  internal  controls  subsequent  to  the  date  of  his
evaluations.

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
3(i)*  Certificate  of  Incorporation filed as an exhibit  to  the  Company's
       registration  statement on Form 10-SB filed on February 4,  2000,  and
       incorporated herein by reference.
3(ii)* By-Laws  filed  as an exhibit to the Company's registration  statement
       on  Form  10-SB filed on February 4, 2000, and incorporated herein  by
       reference.
4.1*   Article  VI  of Articles of Incorporation filed as an exhibit  to  the
       Company's  registration statement on Form 10-SB filed on  February  4,
       2000, and incorporated herein by reference.
4.2*   Article II and Article VIII, Sections 3 and 6 of By-Laws filed  as  an
       exhibit  to  the Company's registration statement on Form 10-SB  filed
       on February 4, 2000, and incorporated herein by reference.
11**   Statement of Per share earnings as shown in Note 2 number 2 on page F-
       6 of December 31, 2002 audit filed herewith.
23**   Consent of Accountants
_____
*    Previously filed
**   Filed herewith

(b)   There  were  no Form 8-K's filed by the Company during the  year  ended
December 31, 2002.

<PAGE>

                                 SIGNATURES

     Pursuant  to  the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                              CALIF ACQUISITION, INC.

                              By:/S/Anthony N. DeMint
                                   Anthony N. DeMint, President

Dated:    March 27, 2003

     Pursuant  to  the requirements of 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.

NAME                     OFFICE                   DATE

Anthony N. DeMint        President, Secretary,    March 27, 2003
                         Treasurer, Chief
                         Accounting Officer,
                         And Director

<PAGE>

                          CERTIFICATION PURSUANT TO
                18 USC, SECTION 1350, AS ADOPTED PURSUANT TO
           SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection with the Annual Report of Calif Acquisition,  Inc.  (the
"Company") on Form 10-KSB for the period ending December 31, 2002,  as  filed
with  the  Securities  and  Exchange  Commission  on  the  date  hereof  (the
"Report"),  I, Anthony N. DeMint, President and Chief Accounting  Officer  of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  I have reviewed the report;

     (2)  To the best of my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
such statements were made, not misleading:

     (3)  To  the  best of my knowledge, the financial statements, and  other
financial information included in the Report, fairly present in all material
respects the financial condition and results of operations of the Company as
of, and for, the periods presented in the Report;

     (4)  I:
          (a)  am responsible for establishing internal controls;
(b)  have designed such internal controls to ensure that material information
relating to the Company and its consolidated subsidiaries is made known to me
by others within the Company, particularly during the period of January 1,
2002 through December 31, 2002;
(c)  have evaluated the effectiveness of the Company's internal controls as
of a date within 90 days prior to the Report; and
(d)  have presented in the Report my conclusions about the effectiveness of
my internal controls based on my evaluation of that date;

     (5)  I have disclosed to the Company's auditors and the board of directors:
(a)  all significant deficiencies in the design or operation of internal
control which could adversely affect the Company's ability to record,
process, summarize, and report financial data and have identified for the
Company'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 Company's internal controls;

     (6)  I have indicated in the Report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses; and

     (7)  The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

Date:  March 27, 2003


Anthony N. DeMint, President
/Chief Accounting Officer

<PAGE>

                              TABLE OF CONTENTS
                                                                         PAGE
INDEPENDENT AUDITORS' REPORT                                             F-1

BALANCE SHEET                                                            F-2

STATEMENT OF OPERATIONS                                                  F-3

STATEMENT OF STOCKHOLDERS' EQUITY                                        F-4

STATEMENT OF CASH FLOWS                                                  F-5

NOTES TO FINANCIAL STATEMENTS                                      F-6 - F-8

<PAGE>

BECKSTEAD AND WATTS, LLP
Certified Public Accountants
                                                       3340 Wynn Road Suite C
                                                          Las Vegas, NV 89102
                                                                 702.257.1984
                                                             702.362.0540 fax

                         INDEPENDENT AUDITOR REPORT

March 27, 2003
Board of Directors
Calif Acquisition, Inc.
Las Vegas, NV

We have audited the Balance Sheets of Calif Acquisition, Inc. (the "Company")
(A Development Stage Company), as of December 31, 2002 and December 31, 2001,
and  the  related  Statements of Operations, Stockholders' Equity,  and  Cash
Flows for the year ended December 31, 2002, December 31, 2001, and the period
January  18, 2000 (Date of Inception) to December 31, 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 audit.

We  conducted  our  audit  in  accordance with auditing  standards  generally
accepted  in  the  United States. Those standards require that  we  plan  and
perform  the audit 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  statement  presentation.  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 audit provides 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 Calif Acquisition, Inc.  (A
Development Stage Company) as of December 31, 2002 and December 31, 2001, and
the  related Statements of Operations, Stockholders' Equity, and  Cash  Flows
for  the  year  ended December 31, 2002, December 31, 2001,  and  the  period
January 18, 2000 (Date of Inception) to December 31, 2002, in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will  continue  as a going concern.  As discussed in Note 4 to the  financial
statements,  the  Company has had limited operations and have  not  commenced
planned  principal  operations.   This raises  substantial  doubt  about  its
ability to continue as a going concern.  Management's plan in regard to these
matters  are  also  described  in Note 4.  The financial  statements  do  not
include  any  adjustments  that  might  result  from  the  outcome  of   this
uncertainty.

Beckstead and Watts, LLP

<PAGE>
<TABLE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)


                                BALANCE SHEET

                                   ASSETS

                                                     For the Year Ended
                                                        December 31,
                                                    2002           2001
<S>                                              <C>            <C>
CURRENT ASSETS                                   $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT ASSETS                                   0              0
                                                 ------------   ------------
OTHER ASSETS                                                0              0
                                                 ------------   ------------
     TOTAL OTHER ASSETS                                     0              0
                                                 ------------   ------------
                                                 $          0   $          0
                                                 ============   ============
            LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Officers Advances (Note #6)                    $          0   $          0
                                                 ------------   ------------
     TOTAL CURRENT LIABILITIES                              0              0
                                                 ------------   ------------
STOCKHOLDERS' EQUITY

   Preferred stock, $.001 par value
   authorized 5,000,000 shares;
   None issued and Outstanding                              0              0

   Common stock, $.001 par value,
   authorized 20,000,000 shares;
   6,666,370 and 6,516,360 issued and
   outstanding at December 31, 2002 and 2001            6,666          6,516

Additional paid-in capital                                  0              0

(Deficit) accumulated during
development stage                                     (6,666)        (6,516)
                                                  -----------    -----------
     TOTAL STOCKHOLDER'S EQUITY                             0              0
                                                  -----------    -----------

                                                  $         0    $         0
                                                  ===========    ===========
  The accompanying notes are an integral part of these financial statements

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


                           STATEMENT OF OPERATIONS

                                                                January 18,
                                  For the Year   For the Year       2000
                                     Ended      Ended December (Inception) to
                                  December 31,     31, 2001     December 31,
                                      2002                          2002
<S>                               <C>            <C>            <C>
INCOME
Revenue                           $         0      $         0    $         0
                                  -----------      -----------    -----------
EXPENSE
General and
Administrative                            150              349          6,384
Organization Cost Expense                   0                0            282
                                  -----------      -----------    -----------
TOTAL EXPENSES                            150              349          6,666
                                  -----------      -----------    -----------
NET (LOSS)                        $     (150)      $     (349)    $   (6,666)
                                  ===========      ===========    ===========
Weighted average
number of common
shares outstanding                  6,666,370        6,516,350      6,666,370
                                  ===========      ===========    ===========
Net Loss
Per Weighted Share                $     (.00)      $     (.00)    $     (.00)
                                  ===========      ===========    ===========


  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>
<TABLE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' EQUITY

                                                    (Deficit)
                                                   accumulated
                                        Additional   during        Total
                        Common Stock     paid-in   development Stockholders'
                      Shares    Amount   Capital      stage        Equity
                      --------- ------  ---------  ----------  -------------
<S>                   <C>       <C>     <C>        <C>         <C>
January 18, 2000
issued for services   5,000,000 $5,000   $       0  $        0  $       5,000

Net loss, January
18, 2000 (inception)
to December 31, 2000                                   (6,167)        (6,167)
                      --------- ------   ---------  ----------  -------------
Balance,
December 31, 2000     5,000,000  5,000           0     (6,167)        (1,167)

January 1, 2001
Issued for Debt       1,467,000  1,467           0                      1,467

April 1, 2001
Issued for Debt          22,060     22           0                         22

July 1, 2001
Issued for Debt          13,240     13           0                         13

October 1, 2001
Issued for Debt          14,060     14           0                         14

Net loss
December 31, 2001                                        (349)          (349)
                      --------- ------   ---------  ----------  -------------
Balance
December 31, 2001     6,516,360  6,516           0     (6,516)              0

April 1, 2002
Issued for Debt          21,880     22           0                         22

September 30, 2002
Issued for Debt          28,130     28           0                         28

December 31, 2002
Issued for Debt         100,000    100           0                        100

Net loss
December 31, 2002                                        (150)          (150)
                      --------- ------   ---------  ----------  -------------
Balance
December 31, 2001     6,666,370 $6,666   $       0  $  (6,666)  $           0
                      ========= ======   =========  ==========  =============


  The accompanying notes are an integral part of these financial statements

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

                                                                January 18,
                                      For the    For the Year      2000
                                    Year Ended       Ended      (Inception)
                                     December    December 31,   to December
                                     31, 2002        2001        31, 2002
<S>                                  <C>          <C>           <C>
Cash Flows from
Operating Activities:
  Net (loss)                          $   (150)      $   (349)   $   (6,666)
  Amortization                                0              0           282
  Stock Issued for services                   0              0         5,000
  Issuance of stock to
   Convert debt to equity                   150          1,516         1,666

Changes in assets and
Liabilities:
  Officers Advances                           0        (1,167)             0
                                    -----------    -----------   -----------
Net cash provided (used) in
operating activities                          0              0           282

Cash Flows from
Investing Activities:
  Organization Costs                          0              0         (282)
                                    -----------    -----------   -----------
Net Cash (used) in
  Investing activities                        0              0             0
Cash Flows from
Financing Activities                          0              0             0
                                    -----------    -----------   -----------
Net increase in cash                          0              0             0
Cash,
beginning of period                           0              0             0
                                    -----------    -----------   -----------
Cash,
end of period                       $         0    $         0   $         0
                                    ===========    ===========   ===========
Supplemental Disclosure
  Interest paid                     $         0    $         0   $         0
                                    ===========    ===========   ===========
  Taxes paid                        $         0    $         0   $         0
                                    ===========    ===========   ===========
 Non-cash transactions:
  Number of shares issued
     For services                             0              0     5,000,000
                                    ===========    ===========   ===========
  Number of shares issued
     To convert debt to equity          150,010      1,516,360     1,666,370
                                    ===========    ===========   ===========
  The accompanying notes are an integral part of these financial statements

</TABLE>
<PAGE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 1 - History and organization of the Company

     The  Company was organized January 18, 2000, under the laws of the State
of Nevada as Calif Acquisition, Inc.. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.

NOTE 2 - Accounting Policies and Procedures

     The  Company  has not determined its accounting policies and procedures,
except as follows:
     1.   The Company uses the accrual method of accounting.
     2.   Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
     3.    The  Company has not yet adopted any policy regarding  payment  of
dividends. No dividends have been paid since inception.
     4.     In  April  1998,  the  American  Institute  of  Certified  Public
Accountant's issue Statement of Position 98-5 ("SOP 98-5"), Reporting on  the
Costs  of  Start-Up  Activities  which provides  guidance  on  the  financial
reporting  of  start-up costs and organization costs. It  requires  costs  of
start-up  activities and organization costs to be expensed as  incurred.  SOP
98-5  is  effective for fiscal years beginning after December 15, 1998,  with
initial  adoption reported as the cumulative effect of a change in accounting
principle.

NOTE 3 - STOCKHOLDERS EQUITY

     On  January 18, 2000, the Company issued 5,000,000 shares of  its  $.001
par  value  common stock for services of $5,000.  The shares were  deemed  to
have  been  issued pursuant to an exemption provided by Section 4(2)  of  the
Act, which exempts from registration "transactions by an issuer not involving
any public offering."

     On  January  1,  2001  the  Company issued an  officer  of  the  Company
1,467,000 shares of its $.001 par value common stock for conversion  of  debt
to  equity of $1,467.  The shares were deemed to have been issued pursuant to
an  exemption  provided  by  Section 4(2) of  the  Act,  which  exempts  from
registration "transactions by an issuer not involving any public offering."

     On  April  1,  2001 the Company issued an officer of the Company  22,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $22.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

<PAGE>

                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 3 - STOCKHOLDERS EQUITY (CONTINUED)

     On  July  1,  2001 the Company issued an officer of the  Company  13,240
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $13.24.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  October 1, 2001 the Company issued an officer of the Company  14,060
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $14.06.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  April  1,  2002 the Company issued an officer of the Company  21,880
shares  of its $.001 par value common stock for conversion of debt to  equity
of  $21.88.   The  shares  were deemed to have been  issued  pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  September  30,  2002 the Company issued an officer  of  the  Company
28,130  shares of its $.001 par value common stock for conversion of debt  to
equity of $28.13.  The shares were deemed to have been issued pursuant to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

     On  December  31,  2002  the Company issued an officer  of  the  Company
100,000 shares of its $.001 par value common stock for conversion of debt  to
equity  of $100.  The shares were deemed to have been issued pursuant  to  an
exemption   provided  by  Section  4(2)  of  the  Act,  which  exempts   from
registration "transactions by an issuer not involving any public offering."

NOTE 4 - GOING CONCERN

     The  company's  financial statements are prepared  using  the  generally
accepted   accounting  principles  applicable  to  a  going  concern,   which
contemplates the realization of assets and liquidation of liabilities in  the
normal  course  of  business. However, the Company has no current  source  of
revenue. Without realization of additional capital, it would be unlikely  for
the  Company to continue as a going concern. It is management's plan to  seek
additional capital through acquiring or merging with another business entity.


<PAGE>


                           CALIF ACQUISITION, INC.
                        (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS
                              December 31, 2002

NOTE 5 - RELATED PARTY TRANSACTIONS

     The Company neither owns or leases any real or personal property. Office
services  are  provided without charge by an officer and or director  of  the
Company.   Such  costs  are  immaterial  to  the  financial  statements   and
accordingly,  have not been reflected therein. The officers and directors  of
the Company are involved in other business activities and may, in the future,
become  involved  in  other business opportunities. If  a  specific  business
opportunity becomes available, such persons may face a conflict in  selecting
between  the Company and their other business interests. The Company has  not
formulated  a  policy for the resolution of such conflicts. The  Company  has
formulated no policy for the resolution of such conflicts.

NOTE 6 - WARRANTS AND OPTIONS

     There are no warrants or options outstanding to issue any additional
shares of common stock or preferred stock of the Company.

NOTE 7 - OFFICERS ADVANCES

     While the Company is seeking additional capital through a merger with an
existing  operating company, an officer of the Company has advanced funds  on
behalf  of  the  Company to pay for any costs incurred by it. These  advances
have been converted to equity.