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UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended March 31, 2007

OR

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT

For the transition period from _____________ to
_____________

Commission file number **000-52300**

SUN CAL ENERGY, INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                                                               | 81-0659377                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

Suite 700, 205 - 5thAvenue, S.W., Calgary, Alberta T2P 2V7 Canada(Address of principal
executive offices)

403.538.4772(Issuers telephone number)

N/A(Former name, former address and
former fiscal year, if changed since last report)

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

79,075,000 shares of common stock issued and outstanding as
of May 17, 2007.

Transitional Small Business Disclosure Format (Check one): Yes
[   ] No [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ]No [X]

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PART I  FINANCIAL INFORMATION

Item
1.               
Financial Statements

These financial statements have been prepared by Sun Cal
Energy, Inc.without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted in accordance
with such SEC rules and regulations. In the opinion of management, the
accompanying statements contain all adjustments necessary to present fairly the
financial position of our company as of March 31, 2007, and our results of
operations, stockholders deficit, and our cash flows for the nine month period
ended March 31, 2007 and 2006. The results for these interim periods are not
necessarily indicative of the results for the entire year. The accompanying
financial statements should be read in conjunction with the financial statements
and the notes thereto filed as a part of the Companys Form 10-KSB.

2

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Sun Cal Energy, Inc.(An Exploratory Stage
Company)BALANCE SHEET

|                                                         |   | March 31,   |  
|-------------------------------------------------------- | - | ----------- | -
|                                                         |   | 2007        |  
|                                                         |   | (Unaudited) |  
|ASSETS                                                   |  
|                                                         |   |             |  
|Current assets                                           |   |             |  
|Cash
      and cash equivalents                          | $ | 267,817     |  
|                                                         |   |             |  
|Property and equipment                                   |   |             |  
|Petroleum and
      natural gas properties               |   | 650,000     |  
|                                                         |   |             |  
|Intangible assets                                        |   | 4,583       |  
|                                                         |   |             |  
|Total assets                                             | $ | 922,400     |  
|                                                         |   |             |  
|Liabilities and Stockholders' Equity                     |  
|                                                         |   |             |  
|Current liabilities                                      |   |             |  
|Accounts
      payable and accrued expenses              | $ | 13,249      |  
|Due to shareholder                                       |   | 9,200       |  
|                                                         |   | 22,449      |  
|                                                         |   |             |  
|Stockholders Equity                                     |   |             |  
|Common stock:                                            |   |             |  
|Authorized: 750,000,000 with $0.0001 par value           |   |             |  
|Issued and fully paid: 78,175,000                        |   | 7,818       |  
|Additional
      paid-in capital                         |   | 1,140,182   |  
|Deficit 
      Accumulated during the exploratory stage |   | (248,049    | )
|                                                         |   | 899,951     |  
|                                                         |   |             |  
|Total Liabilities and Stockholders
      Equity         | $ | 922,400     |  

See accompanying notes.

3

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Sun Cal Energy, Inc.(An Exploratory Stage
Company)STATEMENTS OF OPERATION

FromJune 2, 2006For the Three Months Ended
      
      
      For the Nine Months Ended
      
      
      (Date of Inception)March 31,
      
      
      March 31,
      
      
      through2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      March 31, 2007(Unaudited)
      
      
      (Unaudited)
      
      
      (Unaudited)
      
      
      (Unaudited)
      
      
      (Unaudited)Net revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Operating expensesMining exploration expenses
      
      37,568
      
      
      -
      
      
      37,568
      
      
      -
      
      
      37,568General and administrativeexpenses
      
      122,341
      
      
      -
      
      
      210,481
      
      
      -
      
      
      210,481159,909
      
      
      -
      
      
      248,049
      
      
      -
      
      
      248,049Net loss
      $
      (159,909
      )
      
      -
      
      $
      (248,049
      )
      
      -
      
      $
      (248,049
      )Net loss per share  Basic and diluted
      $
      (0.01
      )
      $
      -
      
      $
      (0.00
      )
      $
      -Weighted average commonequivalentshares outstanding  Basic anddiluted
      
      30,111,526
      
      
      n/a
      
      
      73,756,502
      
      
      n/a


See accompanying notes.

4

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Sun Cal Energy, Inc.(An Exploratory Stage
Company)STATEMENTS OF CASH FLOWS

|                                               |   |                           |   |   |                     |  |   | From                 |  
|---------------------------------------------- | - | ------------------------- | - | - | ------------------- |  | - | -------------------- | -
|                                               |   |                           |   |   |                     |  |   | June 2, 2006         |  
|                                               |   | For the Nine Months Ended |   |   | (Date of Inception) | 
|                                               |   | March 31,                 |   |   | through             | 
|                                               |   | 2007                      |   |   | 2006                |  |   | March
      31, 2007 |  
|                                               |   | (Unaudited)               |   |   | (Unaudited)         |  |   | (Unaudited)          |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Cash flows from operating activities:          |   |                           |   |   |                     |  |   |                      |  
|Net loss from continuing operations            | $ | (248,049                  | ) | $ | -                   |  | $ | (248,049             | )
|Adjustments to reconcile net loss to
      net |   |                           |   |   |                     |  |   |                      |  
|cash used in operating activities:             |   |                           |   |   |                     |  |   |                      |  
|Amortization                                   |   | 417                       |   |   | -                   |  |   | 417                  |  
|Changes in:                                    |   |                           |   |   |                     |  |   |                      |  
|Accounts payable                               |   | 13,249                    |   |   | -                   |  |   | 13,249               |  
|Net cash used in operating
      activities    |   | (234,383                  | ) |   | -                   |  |   | (234,383             | )
|                                               |   |                           |   |   |                     |  |   |                      |  
|Cash flows from investing activities:          |   |                           |   |   |                     |  |   |                      |  
|Acquisition of oil and gas leases              |   | (650,000                  | ) |   | -                   |  |   | (650,000             | )
|Website design costs                           |   | (5,000                    | ) |   | -                   |  |   | (5,000               | )
|Net cash
      used in investing activities    |   | (655,000                  | ) |   | -                   |  |   | (655,000             | )
|                                               |   |                           |   |   |                     |  |   |                      |  
|Cash flows from financing activities:          |   |                           |   |   |                     |  |   |                      |  
|Proceeds from issuance of common stock         |   | 1,148,000                 |   |   | -                   |  |   | 1,148,000            |  
|Loans received from related parties            |   | 9,200                     |   |   | -                   |  |   | 9,200                |  
|Net cash provided by financing activities      |   | 1,157,200                 |   |   | -                   |  |   | 1,157,200            |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Net cash provided (used) in continuing         |   |                           |   |   |                     |  |   |                      |  
|operations                                     |   | 267,817                   |   |   | -                   |  |   | 267,817              |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Cash and cash equivalents, beginning of year   |   | -                         |   |   | -                   |  |   | -                    |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Cash and cash equivalents, end of year         | $ | 267,817                   |   | $ | -                   |  | $ | 267,817              |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Supplemental disclosures of cash flow          |   |                           |   |   |                     |  |   |                      |  
|information:                                   |   |                           |   |   |                     |  |   |                      |  
|                                               |   |                           |   |   |                     |  |   |                      |  
|Interest paid                                  | $ | -                         |   |   | -                   |  |   | -                    |  
|Income taxes paid                              | $ | -                         |   |   | -                   |  |   | -                    |  

Supplemental disclosures of non-cash investing and financing
activities:

During the nine-months ended March 31,
2007, the Company issued 2,800,000 shares of its common stock in connection with
the purchase of its oil and gas properties (See Note 3)

See accompanying notes.

5

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Sun Cal Energy, Inc.(An Exploratory Stage
Company)NOTES TO FINANCIAL STATEMENTS

NOTE 1  ORGANIZATION AND BASIS OF PRESENTATION

Organization

Sun Cal Energy, Inc. (the Company), was incorporated in the
State of Nevada on July 20, 2004 under the name Host Ventures, Inc. On November
6, 2006, the Company changed its name to Sun Cal Energy, Inc. The Company is
currently in the exploratory stage as defined in FASB Statement 7 with its
principal activity being the exploration of mining properties for future
commercial development and production.

Effective March 12, 2007, the Company acquired all of the
outstanding shares of Sun Cal Energy Corporation (SCEC) in exchange for
issuing 26,925,000 of its common stock. SCEC was incorporated in the state of
Nevada on June 2, 2006, For financial reporting purposes, the acquisition was
treated as a reverse acquisition whereby SCECs operations continue to be
reported as if it had actually been the acquirer. Assets and liabilities
continue to be reported at the Acquiree's historical cost because before the
reverse acquisition, the Company had nominal assets, liabilities and operations.

Basis of Presentation

The accompanying interim financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission (the SEC) for interim financial reporting. These
interim financial statements are unaudited and, in the opinion of management,
include all adjustments (consisting of normal recurring adjustments and
accruals) necessary to present fairly the balance sheet, operating results and
cash flows for the periods presented in accordance with accounting principles
generally accepted in the United States of America (GAAP). Operating results
for the three months ended March 31, 2007 are not necessarily indicative of the
results that may be expected for the year ending June 30, 2007 or for any other
interim period during such year. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with GAAP have
been omitted in accordance with the rules and regulations of the SEC.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock Based Compensation

The Company accounts for stock-based compensation under SFAS
No. 123R, "Share- based Payment " and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--An amendment to SFAS No. 123. These
standards define a fair value based method of accounting for stock-based
compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based
employee compensation is measured at the grant date based on the value of the
award and is recognized over the vesting period. The value of the stock-based
award is determined using the Black-Scholes option-pricing model, whereby
compensation cost is the excess of the fair value of the award as determined by
the pricing model at the grant date or other measurement date over the amount an
employee must pay to acquire the stock. The resulting amount is charged to
expense on the straight-line basis over the period in which the Company expects
to receive the benefit, which is generally the vesting period. The Company has
not recognized any compensation expense under SFAS No. 123R as no options have
been issued.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. Actual results could differ
from these estimates.

Fair Value of Financial Instruments

The Companys financial instruments consist of cash and cash
equivalents, accounts payable, accrued expenses and notes payable, Pursuant to
SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
the Company is required to estimate the fair value of all financial instruments
at the balance sheet date. The Company

6

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considers the carrying values of its financial instruments in
the financial statements to approximate their fair values.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company
defines cash equivalents as all highly liquid debt instruments purchased with a
maturity of three months or less, plus all certificates of deposit.

Property and Equipment

Property and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and depletion expenses for mining
assets are determined using the unit-of-production method as the proven reserves
are produced. Other property and equipment are being depreciated and amortizated
using the straight-line method with useful lives used in computing depreciation
of 3 years. When property and equipment are retired or otherwise disposed of,
the related cost and accumulated depreciation are removed from the respective
accounts, and any gain or loss is included in operations. Expenditures for
maintenance and repairs are charged to operations as incurred; additions,
renewals and betterments are capitalized.

Long- Lived Assets

The Company accounts for its long-lived assets in accordance
with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the historical cost
carrying value of an asset may no longer be appropriate. The Company assesses
recoverability of the carrying value of an asset by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If
the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset's carrying
value and fair value or disposable value. As of March 31, 2007, the Company did
not deem any of its long-term assets to be impaired.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist of cash. The Company places its cash with
high quality financial institutions and at times may exceed the FDIC $100,000
insurance limit. The Company extends credit based on an evaluation of the
customer's financial condition, generally without collateral. The Company
monitors its exposure for credit losses and maintains allowances for anticipated
losses, as required.

Revenue Recognition

The Company has not generated any revenue from its oil and gas
operations.

Cost of oil and gas properties

Costs incurred to purchase, lease or otherwise acquire property
are capitalized when incurred. General exploration costs and costs to maintain
rights and leases are expensed as incurred. Management periodically reviews the
recoverability of the capitalized mineral properties and mining equipment.
Management takes into consideration various information including, but not
limited to, historical production records taken from previous well operations,
results of exploration activities conducted to date, estimated future prices and
reports and opinions of outside consultants. When it is determined that a
project or a property will be abandoned or its carrying value has been impaired,
a provision is made for any expected loss on the project or property. The
Company has recorded the value of its oil and gas properties at the amount cash
actual paid ($650,000) with no value assigned to the shares of stock issued
(2,800,000 shares of common stock) due to the stocks lack of marketability at
the time of issuance. The Company has not yet commenced the development of its
properties as of March 31, 2007.

Website development costs

Under FASB Emerging Issues Task Force Statement 00-2,
Accounting for Web Site Development Costs ("EITF 00-2"), costs and expenses
incurred during the planning and operating stages of the Company's web site
development are expensed as incurred. Under EITF 00-2, costs incurred in the web
site application and infrastructure development stages are capitalized by the
Company and amortized to expense over the web site's estimated useful life or
period of benefit. As of March 31, 2007, the Company had net capitalized costs
of $5,000 related to its web site development, which are being depreciated on a
straight-line basis over an estimated useful

7

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life of 3 years. Amortization expense for the three months and
nine months ended March 31, 2007 and 2006 amounted to $417 and $0, respectively.
A schedule of amortization expense for the three years ending March 31 2010 is a
follows:

March, 31, 2008
    $
    1.668March 31, 2009
    
    1.668March 31, 2010
    
    1,247$
    4,583


Income Taxes

The Company accounts for income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes." Deferred taxes are provided on the
liability method whereby deferred tax assets are recognized for deductible
temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Loss Per Share

The Company reports earnings (loss) per share in accordance
with SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is
computed by dividing income (loss) available to common shareholders by the
weighted average number of common shares available. Diluted earnings (loss) per
share is computed similar to basic earnings (loss) per share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Diluted earnings (loss) per share
as not been presented since the effect of the assumed conversion of options to
purchase common shares would have an anti-dilutive effect. The only potential
common shares as of March 31, 2007 were 1,125,000 warrants that have been
excluded from the computation of diluted net loss per share because the effect
would have been anti-dilutive.

Recent Accounting Pronouncements

SFAS No. 159 - In February 2007, the FASB issued
Statement No. 159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an amendment of FASB Statement No. 115.This
Statement permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. This Statement is
expected to expand the use of fair value measurement, which is consistent with
the Boards long-term measurement objectives for accounting for financial
instruments. This Statement applies to all entities, including not-for-profit
organizations. Most of the provisions of this Statement apply only to entities
that elect the fair value option. However, the amendment to FASB Statement No.
115, Accounting for Certain Investments in Debt and Equity Securities,
applies to all entities with available-for-sale and trading securities. Some
requirements apply differently to entities that do not report net income. This
Statement is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, Fair Value
Measurements.No entity is permitted to apply this Statement retrospectively
to fiscal years preceding the effective date unless the entity chooses early
adoption. The choice to adopt early should be made after issuance of this
Statement but within 120 days of the beginning of the fiscal year of adoption,
provided the entity has not yet issued financial statements, including required
notes to those financial statements, for any interim period of the fiscal year
of adoption. This Statement permits application to eligible items existing at
the effective date (or early adoption date). The Company has evaluated the
impact of the implementation of SFAS No. 159 and does not believe the impact
will be significant to the Company's overall results of operations or financial
position.

NOTE 3  OIL AND GAS PROPERTIES

On October 18, 2006, the Company entered into an agreement to
purchase 1.5% of an overriding royalty in the City of Hobart lease located in
Oklahoma for $525,000 and 1,500,000 shares of its common stock. Under the terms
of the agreement, $375,000 was paid and 1,500,000 shares of the Company common
stock were issued in

8

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October 2006, and the remaining $150,000 was paid in January
2007. The Seller has agreed to drill a second well on the leased property in
consideration for an additional 1,000,000 shares of the Companys common stock.
As of March 31, 2007, the Company has not entered into the agreement to drill
the second well.

On October 4, 2006, the Company entered into an agreement to
purchase a 45% undivided interest in 45 separate leases known as the Lorken in
addition to any leases taken in the prospect area. The Lorken leases are located
in California. The Company purchased its interest for $125,000 and 1,300,000
shares of common stock. The $125,000 was paid and 1,300,000 shares were issued
in October 2006. Under the terms of the purchase, the Company will receive 75%
of the net revenue produced by wells located on the leased properties. In
addition, the Company is responsible for its allocated share of all costs
associated with the leased properties including, but not limited to land, title,
lease bonuses, and drilling

The properties acquired by the Company are in the exploratory
stage. In valuing the properties acquired in the merger, we assigned no value to
the shares issued do to the status of the properties acquired and the lack of
marketability of the shares issued.

NOTE 4  LOAN PAYABLE

The Company borrowed $9,200 from its officer. The loan is
non-interest bearing, unsecured, and due on demand.

NOTE 5  EQUITY

Common Stock

The Company is authorized to issue 750,000,000 shares of common
stock. Each shareholder of common is entitled to one vote..

During the nine-months ended March 31 2007, the Company issued
23,000,000 shares of its common stock to its founder and president for $23,000,
issued 1,125,000 shares pursuant to its private offering in consideration for
$1,125,000, and issued 2,800,000 shares of its common stock as part
consideration in the acquisition of its oil and gas leases (See Note 3).

Warrants

Through its private offering, the Company issued
non-transferable warrants to purchase 1,125,000 shares of its common stock at a
price of $1.50 per share. The warrants expire two years after issuance.

NOTE 6  SUBSEQUENT EVENTS

On May 10, 2007, the Company issued 900,000 units of its
securities (the Units) at a price of $1.00 per Unit for aggregate proceeds of
$900,000. Each Unit consists of one common share and one share purchase warrant
(a Warrant), each Warrant shall be exercisable into one common share (a
Warrant Share) at a price of US $1.50 per Warrant Share until May 1, 2010.

9

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Item
2.               
Managements Discussion and Analysis or Plan of Operation.

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as may, should, expects, plans, anticipates,
believes, estimates, predicts, potential or continue or the negative
of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors, that may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
references to common shares refer to the common shares in our capital stock
and the terms we, us, our and Sun Cal mean Sun Cal Energy, Inc. and our
wholly-owned subsidiaries, Sun Cal Energy Corp., a Nevada corporation and Sun
Cal Energy Canada Corp., a British Columbia corporation.

Overview

We were incorporated under the laws of the State of Nevada on
July 20, 2004 under the name Host Ventures, Inc. On November 6, 2006, we changed
our name to Sun Cal Energy, Inc. through a merger with our wholly owned
subsidiary, which was incorporated solely for the purpose of the merger.

We have been in the business of mineral exploration. We are an
exploration stage company, which means we are engaged in the search for
mineral deposits (reserves) which are not in either the development or
production stage. We have not generated any revenues from our operations and
have achieved losses since our inception. We currently rely upon the sale of our
securities to fund operations.

On October 18, 2006, George Drazenovic purchased from William
Stewart, our then sole director and officer, 1,980,000 restricted shares of
common stock of our company. Subsequently, on November 7, 2006, William Stewart
resigned as a director and President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary of our company and George Drazenovic was
appointed as a director and President, Chief Executive Officer, Chief Financial
Officer, Treasurer and Secretary.

On November 6, 2006, we completed a merger with our subsidiary,
Sun Cal Energy, Inc. As a result, we changed our name from "Host Ventures Inc."
to "Sun Cal Energy, Inc." We changed the name of our company to better reflect
the possible new direction and business of our company. In addition, effective
November 6, 2006 we effected a ten (10) for one (1)forward stock split of our
authorized, issued and outstanding common stock. As a result, our authorized
capital increased from 75,000,000 shares of common stock with a par value of
$0.001 to 750,000,000 shares of common stock with a par value of $0.001.

During our last quarter, we abandoned our mineral property, the
Scaddign West Claim. Because of limited disturbance during our exploration of
the property, we were able to abandon the property with minimal reclamation
obligations.

10

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On January 31, 2007, we entered into a share exchange agreement
with all of our shareholders of Sun Cal Energy Corp., a privately-owned Nevada
company, whereby we agreed to acquire all the issued and outstanding common
stock of Sun Cal Energy Corp. Under this share exchange agreement, we agreed to
issue one share of our common stock for each issued and outstanding share of
common stock of Sun Cal Energy Corp. As at January 31, 2007, there were
26,925,000 shares of common stock of Sun Cal Energy Corp. issued and
outstanding.

On March 12, 2007 we completed the transaction contemplated
under the share exchange agreement between our company and the shareholders of
Sun Cal Energy Corp. whereby we acquired all the issued and outstanding common
stock of Sun Cal Energy Corp. our wholly owned subsidiary.

Sun Cal Energy Corp. was a privately-owned Nevada corporation
engaged in oil and gas exploration. Since we acquired all of the issued and
outstanding common stock of Sun Cal Energy Corp., we have also indirectly
acquired 100% of the issued and outstanding common stock of Sun Cal Energy
Canada Corp., a wholly owned subsidiary of Sun Cal Energy Corp. Sun Cal Energy
Canada Corp. recently entered into an agreement with TriMar Energy Partners,
Inc. to acquire an overriding royalty interest in an oil and gas lease known as
the Hobart Lease and an agreement with Western Energy Capital, LLC. to acquire
an undivided 45% interest in certain oil and gas leases known as the Lokern
Leases.

Our company had 51,250,000 common shares issued and outstanding
as of March 12, 2007 immediately prior to the issuance of 26,925,000 shares in
connection with the closing of the share exchange agreement. After the
completion of the share exchange agreement, the number of our issued and
outstanding share of common stock became 78,175,000; the former shareholders of
Sun Cal Energy Corp. received 26,925,000 shares of our companys common stock,
representing approximately 34.44% of the issued and outstanding shares of our
company after closing of the share exchange agreement. Our President, CEO, CFO
and director, George Drazenovic, owned 23,000,000 shares of the common stock of
Sun Cal Energy Corp.

In connection with the acquisition of our subsidiaries, we have
changed our business plan to focus on the acquisition and exploration of oil and
gas properties.

Our Current Business

With the acquisition of Sun Cal Energy Corp. and Sun Cal Energy
Canada Corp., we have changed the focus of our business from mineral exploration
to oil and gas exploration.

Sun Cal Energy Canada Corp. recently entered into two
agreements: an agreement with TriMar Energy Partners, Inc. to acquire an
overriding royalty interest in an oil and gas lease known as the Hobart Lease
and an agreement with Western Energy Capital, LLC. to acquire an undivided 45%
interest in certain oil and gas leases known as the Lokern Leases.

The Hobart Lease is an oil and gas lease obtained by TriMar
Energy Partners, Inc., as the lessee, from the City of Hobart, as the lessor,
dated April 1, 2004, and as recorded on Book 983, official records, Washita
County, Oklahoma, covering a total of 1,211.44 acres in the city of Hobart,
Washita County, Oklahoma.

The Lokern Leases are a collection of 34 oil and gas
exploration leases entered into by Western Energy Capital, LLC. with various
private parties between November 2005 to May 2006. The location of these leases
are located in Kern County, California.

Since we are an exploration stage company, there is no
assurance that commercially viable resources or reserves exist on any of our
properties, and a great deal of further exploration will be required before a
final evaluation as to the economic and legal feasibility for our future
exploration is determined. To date, we have not discovered an economically
viable resource or reserve on any of our properties, and there is no assurance
that we will discover one.

11

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Plan of Operations

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this current report, particularly in the section entitled Risk Factors in
this quarterly report.

Our financial statements are stated in United States Dollars
and are prepared in accordance with United States Generally Accepted Accounting
Principles.

We have no revenues and have experienced losses since
inception. Our plan of operations for the next twelve months involves the
exploration of oil and gas properties under the two agreements held by Sun Cal
Energy Canada Corp. As provided under the agreement with Western Energy Capital,
LLC on the Lokern Leases, we will be a joint working interest owner together
with Western Energy Capital, LLC for the Lokern Leases, and will be required to
pay our proportionate share of all land, title, lease bonuses and drilling
costs. In addition to the exploration activities on the oil and gas properties
under the two agreements held by Sun Cal Energy Canada Corp., we will continue
to seek opportunities to acquire other oil and gas properties of merit.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We anticipate that we will expend approximately $360,000 in the next 12 months
for our operating expenses. We therefore expect to incur significant losses into
the foreseeable future. We recognize that if we are unable to generate
significant revenues from the exploration of our oil and gas properties in the
future, we will not be able to earn profits or continue operations. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide no assurance that we will generate any
revenues or ever achieve profitability.

We will also need more funds if the costs of the exploration of
our oil and gas properties are greater than we have anticipated. We will also
require additional financing to sustain our business operations if we are not
successful in earning revenues. We currently do not have any arrangements for
further financing and we may not be able to obtain financing on commercially
reasonable terms or terms that are acceptable to us when it is required.

We anticipate spending approximately $2,000 in ongoing general
and administrative expenses per month for the next twelve months, for a total
anticipated expenditure of $24,000 over the next twelve months. The general and
administrative expenses for the year will consist primarily of professional fees
for the audit and legal work relating to our regulatory filings throughout the
year, as well as transfer agent fees, annual mineral claim fees and general
office expenses.

During the next twelve month period, we anticipate that we will
not generate any revenue. Accordingly, we will be required to obtain additional
financing in order to continue our plan of operations. We believe that debt
financing will not be an alternative for funding additional phases of
exploration as we do not have tangible assets to secure any debt financing. We
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock or through shareholder or related party loans.
However, we cannot provide investors with any assurance that we will be able to
raise sufficient funding from the sale of our common stock to fund our
exploration programs. In the absence of such financing, we will not be able to
continue exploration of our properties and our business plan will fail. Even if
we are successful in obtaining equity financing to fund our exploration program,
there is no assurance that we will obtain the funding necessary to pursue any
advanced exploration of our properties. If we do not continue to obtain
additional financing, we will be forced to abandon our properties and our plan
of operations

Results of Operations

We have not earned any revenues from our incorporation on July
20, 2004 to March 31, 2007. We incurred operating expenses in the amount of
$248,049 for the period from our inception on July 20, 2004 to March 31, 2007.

12

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These operating expenses were comprised of mining and
exploration expenses of $37,568 and general and administrative expenses of
$210,481.

We have not attained profitable operations and are dependent
upon obtaining financing to pursue exploration activities.

Liquidity and Capital Resources

At March 31, 2007, we had working capital of $245,368. At March
31, 2007, our total current assets were $267,817 which consisted of cash and
cash equivalents.

At March 31, 2007, our total current liabilities were $22,449.
Operating expenses for the three months ended March 31, 2007 were $159,909
compared to $Nil as at March 31, 2006, an increase of $159,909. The principal
components for the increase of our operating expenses for the three months ended
March 31, 2007 compared to the three months ended March 31, 2006 were increases
in mining exploration expenses and general and administrative expenses.

Operating expenses for the nine months ended March 31, 2007
were $248,049 compared to $Nil as at March 31, 2006, an increase of $248,049. We
posted losses of $248,049 compared to $Nil for the nine months ended March 31,
2006. The principal components of the loss for the nine months ended March 31,
2007 were our mining exploration expenses and general administrative expenses
incurred.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 2 to
the unaudited financial statements included in this Quarterly Report on Form
10-QSB.

RISK FACTORS

Shares of our common stock are speculative, especially since we
are in the exploration-stage of our new business. We operate in a volatile
sector of business that involves numerous risks and uncertainties. The risks and
uncertainties described below are not the only ones we face. Other risks and
uncertainties, including those that we do not currently consider material, may
impair our business. If any of the risks discussed below actually occur, our
business, financial condition, operating results or cash flows could be
materially adversely affected. This could cause the trading price of our
securities to decline, and you may lose all or part of your investment.
Prospective investors should consider carefully the risk factors set out below.

Risks Related To Our Business

As our properties are in the exploration stage there can be
no assurance that we will establish commercial discoveries on our properties.

Exploration for economic reserves of oil and gas is subject to
a number of risk factors. While the rewards to an investor can be substantial if
an economically viable discovery is made, few of the properties that are
explored are

13

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ultimately developed into producing oil and/or gas wells. Our
properties are in the exploration stage only and are without proven reserves of
oil and gas. There can be no assurance that we will establish commercial
discoveries on any of our properties.

The potential profitability of oil and gas ventures depends
upon factors beyond the control of our company

The potential profitability of oil and gas properties is
dependent upon many factors beyond our control. For instance, world prices and
markets for oil and gas are unpredictable, highly volatile, potentially subject
to governmental fixing, pegging, controls, or any combination of these and other
factors, and respond to changes in domestic, international, political, social,
and economic environments. Additionally, due to world-wide economic uncertainty,
the availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. These changes and events
may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations.
A productive well may become uneconomic in the event water or other deleterious
substances are encountered which impair or prevent the production of oil and/or
gas from the well. In addition, production from any well may be unmarketable if
it is impregnated with water or other deleterious substances. The marketability
of oil and gas which may be acquired or discovered will be affected by numerous
factors beyond our control. These factors include the proximity and capacity of
oil and gas pipelines and processing equipment, market fluctuations of prices,
taxes, royalties, land tenure, allowable production and environmental
protection. The extent of these factors cannot be accurately predicted but the
combination of these factors may result in our company not receiving an adequate
return on invested capital.

Competition in the oil and gas industry is highly
competitive and there is no assurance that we will be successful in acquiring
interests in oil and gas properties.

The oil and gas industry is intensely competitive. We compete
with numerous individuals and companies, including many major oil and gas
companies, which have substantially greater technical, financial and operational
resources and staffs. Accordingly, there is a high degree of competition for
desirable oil and gas properties for drilling operations and necessary drilling
equipment, as well as for access to funds. There can be no assurance that the
necessary funds can be raised or that any projected work will be completed.

The marketability of natural resources will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include market fluctuations in oil and gas pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and gas and environmental protection regulations.
The exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Oil and gas operations are also subject to federal and local laws
and regulations which seek to maintain health and safety standards by regulating
the design and use of drilling methods and equipment. Various permits from
government bodies are required for drilling operations to be conducted; no
assurance can be given that such permits will be received. No assurance can be
given that environmental standards imposed by federal or local authorities will
not be changed or that any such changes would not have material adverse effects
on our activities. Moreover, compliance with such laws may cause substantial
delays or require capital outlays in excess of those anticipated, thus causing
an adverse effect on us. Additionally, we may be subject to liability for
pollution or other environmental damages which it may elect not to insure
against due to prohibitive premium costs and other reasons.

14

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Exploration and production activities are subject to certain
environmental regulations which may prevent or delay the commencement or
continuance of our operations.

In general, our exploration and production activities are
subject to certain federal and local laws and regulations relating to
environmental quality and pollution control. Such laws and regulations increase
the costs of these activities and may prevent or delay the commencement or
continuance of a given operation. Compliance with these laws and regulations has
not had a material effect on our operations or financial condition to date.
Specifically, we are subject to legislation regarding emissions into the
environment, water discharges and storage and disposition of hazardous wastes.
In addition, legislation has been enacted which requires well and facility sites
to be abandoned and reclaimed to the satisfaction of state authorities. However,
such laws and regulations are frequently changed and we are unable to predict
the ultimate cost of compliance. Generally, environmental requirements do not
appear to affect us any differently or to any greater or lesser extent than
other companies in the industry.

We believe that our operations comply, in all material
respects, with all applicable environmental regulations.

Risks Associated With Our Company

Our future is dependent upon our ability to obtain
financing. If we do not obtain such financing, we may have to cease our
exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our exploration program. We
will also require additional financing for the fees we must pay to maintain our
status in relation to the rights to our properties and to pay the fees and
expenses necessary to become and operate as a public company. We will also need
more funds if the costs of the exploration of our oil and gas properties are
greater than we have anticipated. We will also require additional financing to
sustain our business operations if we are not successful in earning revenues. We
currently do not have any arrangements for further financing and we may not be
able to obtain financing on commercially reasonable terms or terms that are
acceptable to us when it is required. Our future is dependent upon our ability
to obtain financing. If we do not obtain such financing, our business could fail
and investors could lose their entire investment.

Because we may never earn revenues from our operations, our
business may fail and then investors may lose all of their investment in our
company.

We have no history of revenues from operations. We have never
had significant operations and have no significant assets. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and exploitation of oil and gas reserves on
our properties or selling the rights to exploit those oil and gas reserves. If
our business plan is not successful and we are not able to operate profitably,
then our stock may become worthless and investors may lose all of their
investment in our company.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our oil and gas properties in the future, we will not be able to
earn profits or continue operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide no assurance that we will generate any revenues or ever achieve
profitability. If we are unsuccessful in addressing these risks, our business
will fail and investors may lose all of their investment in our company.

15

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Because George Drazenovic acts as our sole director and
officer, he will be the only person responsible for all aspects of our business.
If he is unable to adequately maintain proper disclosure, controls and
procedures, our operations will suffer.

Our sole director and officer, George Drazenovic, will be the
only person responsible for our managerial responsibilities. As such, he will
have ultimate authority with respect to our business decisions, our disclosure
and our implementation of accounting controls and procedures. If Mr. Drazenovic
is unable to properly institution such procedures and comply with reporting
obligation requirements, our operations may be adversely impacted.

Our By-laws contain provisions indemnifying our officers and
  directors against all costs, charges and expenses incurred by them

Our By-laws contain provisions with respect to the
indemnification of our officers and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by him, including an amount paid to settle an
action or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which he is made a party by reason of his being or having been one
of our directors or officers.

Investors' interests in our company will be diluted and
investors may suffer dilution in their net book value per share if we issue
additional shares or raise funds through the sale of equity securities

Our constating documents authorize the issuance of 750,000,000
shares of common stock with a par value of $0.001. In the event that we are
required to issue any additional shares or enter into private placements to
raise financing through the sale of equity securities, investors' interests in
our company will be diluted and investors may suffer dilution in their net book
value per share depending on the price at which such securities are sold. If we
issue any such additional shares, such issuances also will cause a reduction in
the proportionate ownership and voting power of all other shareholders. Further,
any such issuance may result in a change in our control.

Our By-laws do not contain anti-takeover provisions which
could result in a change of our management and directors if there is a take-over
of our company

We do not currently have a shareholder rights plan or any
anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
there is no deterrent for a take-over of our company, which may result in a
change in our management and directors.

As a result of our sole director and officer being resident
of other countries other than the United States, investors may find it difficult
to enforce, within the United States, any judgments obtained against our company
or our director and officer

We do not currently maintain a permanent place of business
within the United States. In addition, our current sole director and officer is
a national and resident of a country other than the United States, and all or a
substantial portion of such person's assets are located outside the United
States. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against our company or our director and
officer, including judgments predicated upon the civil liability provisions of
the securities laws of the United States or any state thereof.

Risks Associated With Our Common Stock

We do not intend to pay dividends on any investment in the
shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future. To the extent that we
require additional funding currently not provided for in our financing plan, our
funding sources may prohibit the payment of a dividend. Because we do not intend
to declare dividends, any gain on an investment in our company will need to come
through an increase in the stocks price. This may never happen and investors
may lose all of their investment in our company.

16

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Our stock is a penny stock. Trading ofourstock may
be restricted by the SEC's penny stock regulations which may limit a
stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standard risk disclosure document
in a form prepared by the SEC which provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from these rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the stock that is subject to these
penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules
discourage investor interest in and limit the marketability of our common stock.

NASD sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
NASD has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

Trading in our common stock on the OTC Bulletin Board is
limited and sporadic making it difficult for our shareholders to sell their
shares or liquidate their investments

Shares of our common stock are currently quoted on the OTC
Bulletin Board. The trading price of our common stock has been subject to wide
fluctuations. Trading prices of our common stock may fluctuate in response to a
number of factors, many of which will be beyond our control. The stock market
has generally experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of companies
with no current business operation. There can be no assurance that trading
prices and price earnings ratios previously experienced by our common stock will
be matched or maintained. These broad market and industry factors may adversely
affect the market price of our common stock, regardless of our operating
performance.

In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs for us and a diversion of management's attention and resources.

17

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Item
3.               
Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of March 31, 2007, being the end of the
period covered by this quarterly report. This evaluation was carried out under
the supervision and with the participation of our Chief Executive Officer and
Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting management to material information
relating to us required to be included in our periodic SEC filings as at the end
of the period covered by this report. There have been no changes in our internal
controls or in other factors that could significantly affect internal controls
subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended March
31, 2007 there were no changes in our internal control over financial reporting
that have materially affected, or are reasonably likely to affect, our internal
control over financial reporting.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, our principal executive
and principal financial officers, or persons performing similar functions, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:

(a)          
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;

(b)          
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of our company are
being made only in accordance with authorizations of our management and
directors; and

(c)         
 Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

PART II  Other Information

Item
1.               
Legal Proceedings.

We are not party to any legal proceedings.

Item
2.               
Unregistered Sales of Equity Securities and Use of Proceeds.

On March 12, 2007, we issued 26,925,000 shares of our common
stock to the shareholders of Sun Cal Energy Corp. in exchange for all of the
issued and outstanding common shares of Sun Cal Energy Corp.

The 26,925,000 shares of our common stock issued to the former
shareholders of Sun Cal Energy Corp were issued pursuant to exemptions from
registration as set out under Rule 903, category 3, of Regulation S to two
non-U.S. persons in offshore transactions and pursuant to exemptions from
registration as set out under Rule 506 of Regulation D or under Section 4(2) of
the Securities Act of 1933, as amended, to nine accredited investors. No
advertising or general solicitation was employed in offering the securities.

18

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Item
3.               
Default upon Senior Securities.

None.

Item
4.               
Submission of Matters to a Vote of Security Holders.

None.

Item
5.               
Other Information.

None.

Item
6.               
Exhibits.

The following exhibits, required by Item 601 of Regulation S-B,
are being filed as part of this quarterly report, or are incorporated by
reference where indicated:

|Exhibit |                                                                                                                                                                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     | Description of Exhibit                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                    
|(3)     | Articles of Incorporation and By-laws                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                    
|3.1     | Articles of Incorporation (incorporated by reference from
      our registration statement on Form SB-2 filed July 11, 2005)                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                    
|3.2     | By-Laws (incorporated by reference from our registration
      statement on Form SB-2 filed July 11, 2005)                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                    
|3.3     | Articles of Merger, as filed with the Nevada Secretary of
      State (incorporated by reference from our current report Form 8-K filed
      November 7, 2006)                                                                                                                    
|        |                                                                                                                                                                                                                                                                                    
|3.4     | Certificate of Change to increase authorized and issued
      and outstanding share capital (incorporated by reference from our current
      report on Form 8-K filed November 7, 2006)                                                                                           
|        |                                                                                                                                                                                                                                                                                    
|(10)    | Material Contracts                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                    
|10.1    | Share Exchange Agreement between the shareholders of Sun
      Cal Energy Corp., Sun Cal Energy Corp., Sun Cal Energy Canada Corp. and
      Sun Cal Energy, Inc. dated January 31, 2007 (incorporated by reference
      from our current report on Form 8-K filed March 22, 2007)
|        |                                                                                                                                                                                                                                                                                    
|10.2    | Letter Agreement dated October 18, 2006 between TriMar
      Energy Partners, Inc. and Sun Cal Energy Canada Corp. acquiring an
      overriding royalty interest (incorporated by reference from our current
      report on Form 8-K filed March 22, 2007)                       
|        |                                                                                                                                                                                                                                                                                    
|10.3    | Letter Agreement dated October 4, 2006 between Western
      Energy Capital, LLC and Sun Cal Energy Canada Corp. acquiring an interest
      in oil and gas lease (incorporated by reference from our current report on
      Form 8-K filed March 22, 2007)                       
|        |                                                                                                                                                                                                                                                                                    
|(21)    | Subsidiaries of the small business issuer                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                    
|21.1    | Sun Cal Energy Corp., a Nevada corporation                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                    
|        | Sun Cal Energy Canada Corp., a British Columbia
      corporation                                                                                                                                                                                                                  

19

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|Exhibit |                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     | Description of Exhibit                                                                                                                                      
|        |                                                                                                                                                             
|(31)    | Section 302 Certification                                                                                                                                   
|        |                                                                                                                                                             
|31.1    | Certification
        Statement of the Chief Executive Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                             
|31.2    | Certification
        Statement of the Chief Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002                            
|        |                                                                                                                                                             
|(32)    | Section 906 Certification                                                                                                                                   
|        |                                                                                                                                                             
|32.1    | Certification
        Statement of the Chief Executive Officer and Chief Financial Officer pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

SUN CAL ENERGY, INC.

|By: | /s/ Lewis Dillman                               | 
|--- | ----------------------------------------------- | 
|    | Lewis Dillman                                   | 
|    | Chief Executive Officer                         | 
|    | (Principal Executive Officer)                   | 
|    | Date: May 17, 2007                              | 
|    |                                                 | 
|    |                                                 | 
|By: | /s/ George Drazenovic                           | 
|    | George Drazenovic                               | 
|    | Chief Financial Officer,                        | 
|    | Treasurer and Secretary                         | 
|    | (Principal Financial                            | 
|    | Officer and Principal Accounting
      Officer) | 
|    | Date: May 17, 2007                              | 

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