SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934

For the fiscal year ended June 30, 2004

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
 Exchange Act of 1934
For the transition period from                          to

Commission File Number 0-27613
CIK Number 0001090448

                        CALIFORNIA SERVICE STATIONS, INC.

              (Exact name of small business issuer in its charter)

                         DELAWARE                                   33-0619524

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

                 24351 Pasto Road, Suite B
                 Dana Point, California                                    92629
           (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:               (949) 489-2400
                                                             -------------------

Securities registered pursuant to Section 12(b) of the Act:              None
                                                             ----------------

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.001
                                                             ------------------

           Indicate  by check  mark  whether  the  registrant  (1) 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

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of the  registrant  as of June 30,  2004 was not  determinable  since the Common
Stock was not traded.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of June 30, 2004:

Common Stock, $.001 Par Value - 1,250,000 shares

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE


<PAGE>


                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

Background

         California  Service  Stations,   Inc.,   formerly  known  as  Mendocino
Partners,  Inc., is a publicly  reporting  Delaware  corporation formed in April
1994  solely to seek for and make an  acquisition.  Management  has  decided  to
acquire one or more gasoline stations in the Southern California region.

Our Intended Operations

         Service  stations  are  engaged  in the  retail  sale  of  motor  fuel,
merchandise,  and ancillary  products and services.  Most stations operate small
convenience  stores and offer some level of  automobile  repair  services.  Some
obtain additional income from sales of lottery tickets, propane, or other items.
We do intend to  evaluate  each  station as it is acquired  with  respect to the
profitability of each of the ancillary segments.  Some stations may need remodel
to improve sales performance.

         We  intend  to  acquire  independent   stations  as  well  as  stations
affiliated with a large oil company, referred to as "branded" locations. Branded
locations  often have higher fuel sales  volumes (in gallons)  than  non-branded
outlets due to the advertising and promotional  activities of the respective oil
company,  the  consistency  of  amenities  offered,  store  locations,  and  the
acceptance  of such  oil  company's  proprietary  credit  cards.  The  increased
customer traffic associated with higher fuel sales tends to increase merchandise
sales  volumes,  as well.  However,  branded fuel is usually more expensive than
unbranded fuel, which is bought from the spot market.

         We will be required to purchase  fuel for branded  retail  outlets from
the respective oil company that branded the outlet and for its unbranded outlets
from large  integrated oil companies and  independent  refineries.  Although our
purchases will be  concentrated  in a few vendors,  largely due to the number of
branded  outlets,  management  believes that the  competition for retail outlets
among oil companies is such that we could find alternative supply sources if the
need to do so arose,  assuming that suitable  credit terms from fuel vendors can
be obtained.

          During recent years, the industry has not experienced any difficulties
in  obtaining  sufficient  quantities  of motor  fuel to  satisfy  retail  sales
requirements.  However,  unanticipated  national  or  international  events or a
decrease in available credit from its fuel vendors could result in a curtailment
of motor  fuel  supplies,  thereby  adversely  affecting  motor fuel  sales.  In
addition,  a significant portion of a station's minimarket or other sales are to
customers who also purchase motor fuel.  Accordingly,  reduced  availability  of
motor fuel could negatively impact other facets of our operations, as well.

         The  convenience  stores  included with service  stations are generally
open seven days a week;  offer extended  hours and emphasize  convenience to the
customer. Typical convenience stores sell groceries,  tobacco products, take-out
foods and beverages  (including  beer and wine if a permit is  obtained),  dairy
products,  pre-packaged  sandwiches and fountain drinks and non-food merchandise
such as money orders,  telephone  calling  cards,  lottery  tickets,  health and
beauty aids, magazines.

          Services and repairs are also provided at most stations,  depending on
the available facilities. We will provide services on an as needed basis, in the
case of breakdowns and unforeseen problems, and for regularly scheduled periodic
maintenance  or smog  checks if a smog  license  is  included.  In  addition  to
providing services and repairs, stations typically also stock tires and commonly
needed parts.

Leverage

       We might be able to benefit from the use of "leverage" in the acquisition
of one or more  additional  locations.  Leveraging  a  transaction  involves the
acquisition of a business through incurring significant indebtedness for a large
percentage  of the  purchase  price  for  that  business.  Through  a  leveraged
transaction,  we  would  be  required  to use less of its  available  funds  for
acquiring the location and, therefore, could commit those funds to operations or
to the  acquisition of other  locations.  The borrowing  involved in a leveraged
transaction  will  ordinarily be secured by the assets of the  location.  If the
location acquired is not able to generate  sufficient  revenues to make payments
on the  acquisition  debt,  the lender  would be able to exercise  the  remedies
provided by law or by contract. These leveraging techniques,  while reducing the
amount of funds that we will need to commit,  may  correspondingly  increase the
risk of loss. No assurance can be given as to the terms or the  availability  of
financing for any acquisition.  No assurance can be given as to the terms or the
availability  of financing  for any  acquisition.  During  periods when interest
rates are relatively high, the benefits of leveraging are not as great as during
periods of lower  interest rates because the investment in the locations held on
a leveraged basis will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the  financing.  Lenders from which we
may obtain funds for purposes of a leveraged buy-out may impose  restrictions on
our future borrowing,  distribution,  and operating policies. It is not possible
at this time to predict the  restrictions,  if any,  which lenders may impose or
the impact thereof on California Service Stations.

Regulation

         The  Company's  fueling  operations  are subject to federal,  state and
local laws and  regulations  concerning  environmental  matters.  These laws and
regulations affect the storing,  dispensing and discharge of petroleum and other
wastes  and will  affect us both in the  securing  of  permits  for its  fueling
operations and in the ongoing conduct of such operations. Facilities that engage
primarily in dispensing  petroleum  products have in the last ten years been the
subject of close scrutiny by regulators.  Although the Company  believes that it
will maintain operating procedures  satisfactory to comply with such regulations
and  scrutiny,  and expect to maintain  environmental  insurance  on most of its
facilities,  there can be no assurance  that  significant  cleanup or compliance
costs may not be incurred and may affect earnings.

         Service   stations   must  comply  with  the   requirements   of  local
governmental  bodies  concerning  zoning,  land use  and,  as  discussed  above,
environmental factors.

         Our stations might sell  alcoholic  beverages in areas where such sales
are  legally  permitted.  State and local laws  generally  regulate  the sale of
alcoholic  beverages  and grant to various  agencies  the  authority to approve,
revoke,  or suspend permits and licenses relating to the sale of such beverages.
In  most  states,  the  regulatory  agencies  have  wide-ranging  discretion  to
determine if a licensee or applicant is qualified to be licensed.

          Sellers of alcoholic  beverages have been held responsible for damages
caused by underage  persons or persons who purchased  alcoholic  beverages  from
them and who were intoxicated at the time of the purchase. Although we intend to
adopt  employee  training  programs and strict  procedures  that are designed to
minimize  such  liability,  the  potential  exposure  as a seller  of  alcoholic
beverages is substantial.

Competition

         Opportunities to acquire and dispose of service stations are limited by
competitive  factors,  available  financing,  and competing buyers. We expect to
locate stations principally through business brokers.

         Our products and  merchandise  will not be unique and  generally can be
obtained readily from a variety of sources at competitive prices. There are many
sources of petroleum  products,  tires and auto parts,  supplies and merchandise
for our convenience stores. Most of the products will be purchased for resale on
an as needed basis, through purchase orders.

         The service station  business in general and the separate  aspects that
make up such  business  are all  highly  competitive.  There  are  many  service
stations   throughout  our  intended  marketing  area.  Many  of  the  Company's
competitors,  such  as  the  major  oil  companies  and  National  and  regional
convenience  store  chains,  are larger,  better  established  and have  greater
financial and other resources than us.

Employees; Facilities

         We have no employees other than our officers.  We are currently using a
limited amount of office space of an officer and director. We think our existing
office  space will be adequate for the next year.  One of our  employees is full
time.

Item 2.   DESCRIPTION OF PROPERTY

 The Company  shares  office space with one of its officers and  directors.  The
Company  pays its own  charges  for long  distance  telephone  calls  and  other
miscellaneous secretarial, photocopying and similar expenses.

Item 3.   LEGAL PROCEEDINGS

 Not Applicable.

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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended June 30, 2004.


                                     PART II


Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's  Common Stock has not traded.  As of June 30, 2004, there
were 112 stockholders of record.

Item 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      We have  never  received  revenues  from  operations.  California  Service
Stations seeks to acquire at least one and if possible up to 50 service stations
in southern California. We have $430,365 cash on hand as of June 30, 2004, which
is sufficient to acquire one service  station under escrow at an estimated price
of $330,000 and for $100,000 for working  capital  related to that station.  The
station  is  located  in West  Covina,  California.  This  amount  was loaned to
California Service Stations by an investment entity controlled by an officer and
director under an 8% convertible debenture due December 31, 2005. Our cumulative
losses through June 30, 2004 were $15,823.  We have not had any operations as of
the date of this report. Service stations generally are sold at a price equal to
a multiple of earnings (2-4 times annual cash flow) plus the value of underlying
land, if any. We expect to  concentrate on stations where the land is not owned,
because  the  acquisition  cost is much less.  In Southern  California  the real
estate underlying most stations is appraised at over $1 million.

      We do not intend to acquire any station which is not profitable.  Prior to
closing,  we will review financial records of the business as well as leases and
other contracts. We will acquire inventory as of the closing date, including any
fuel in  tanks.  If the  location  has a  liquor  (beer  and  wine)  license  in
connection  with a mini market,  we will also be required to obtain approval for
the  transfer  of that  license.  Usually,  the  sale of a  service  station  is
structured  as an asset  sale,  so we will not  assume  any  liabilities.  If we
eventually  acquire a large  number of  stations,  it may be possible to benefit
from economies of scale or better  purchasing  terms for our supplies  (gasoline
and diesel,  groceries and automobile  parts),  but we do not expect there to be
any  significant  savings for some time.  We do not expect at this time to place
the stations under one common brand or tradename.

      We plan to fund  future  acquisitions  from the  proceeds  of  shareholder
loans,  or  from  equity  placements  or debt  financings.  We do not  have  any
agreements  or  understandings  with respect to sources of capital.  We have not
identified any potential  sources.  Investors cannot expect that we will be able
to raise any funds  whatsoever.  Even if we are able to find one or more sources
of  capital,  it's  likely  that we will not be able to raise the entire  amount
required  initially,  in which case our development  time will be extended until
such full amount can be obtained.  Even if we are  successful  in obtaining  the
required funding,  we probably will need to raise additional funds at the end of
12 months.

         Information   included  in  this  report   includes   forward   looking
statements,  which can be identified by the use of  forward-looking  terminology
such as may, will, expect,  anticipate,  believe,  estimate, or continue, or the
negative  thereof or other  variations  thereon or comparable  terminology.  The
statements  in "Risk  Factors"  and other  statements  and  disclaimers  in this
prospectus  constitute  cautionary  statements  identifying  important  factors,
including risks and uncertainties,  relating to the  forward-looking  statements
that could cause actual results to differ materially from those reflected in the
forward-looking statements.

         Since we have not yet generated  revenues,  we are a development  stage
company  as that  term is  defined  in  paragraphs  8 and 9 of SFAS  No.  7. Our
activities  to date have been  limited to seeking  capital;  seeking one or more
acquisitions,  and development of a business plan. Our auditors have included an
explanatory paragraph in their report on our financial  statements,  relating to
the uncertainty of our business as a going concern, due to our lack of operating
history or current  revenues,  its nature as a start up  business,  management's
limited  experience  and  limited  funds.  We do not believe  that  conventional
financing,  such as bank loans, is available to us due to these factors. We have
no bank line of credit available to us. Management believes that it will be able
to raise the required funds for operations from one or more future offerings, in
order to affect our business plan.

Forward looking information

         Our future operating results are subject to many factors, including:

         O     the impact of rapid and persistent fluctuations in the price of
 gasoline and diesel;

         O     general economic conditions and conditions which affect the
 market for fuel;

         O     our success in identifying an acquisition;

         O     our ability to integrate acquisitions;

         O other risks which we identify in future filings with the SEC.

      In some cases, you can identify forward-looking  statements by terminology
such as "may," "should," "could," "predict," "potential,"  "continue," "expect,"
"anticipate,"  "future,"  "intend,"  "plan,"  "believe,"  "estimate" and similar
expressions  (or the  negative of such  expressions).  Any or all of our forward
looking  statements in this annual report and in any other public  statements we
make may turn out to be wrong. They can be affected by inaccurate assumptions we
might  make or by known or unknown  risks and  uncertainties.  Consequently,  no
forward  looking  statement  can be  guaranteed.  In  addition,  we undertake no
responsibility  to update any  forward-looking  statement  to reflect  events or
circumstances which occur after the date of this report.


Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

            The consolidated  financial statements of the Company required to be
            included in Item 7 are set forth in the Financial  Statements Index.
            Its operating deficit is being funded by an officer and director.

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

            Not Applicable.


<PAGE>


                                    PART III

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

Directors and Executive Officers

         The members of the Board of Directors of  California  Service  Stations
serve until the next annual meeting of  stockholders,  or until their successors
have been elected. The officers serve at the pleasure of the Board of Directors.
The following are the  directors  and executive  officers of California  Service
Stations.  Mr. Sammarro devotes  substantially  full time to California  Service
Stations. Mr. Hand devotes approximately ten hours per week.

         Vincent Sammarro           President and Director
         Jehu Hand              Chief Financial Officer, Secretary and Director

         Vincent Sammarro,  age 35, has been President and a Director since May,
2004. He was owner of V & S Construction  Co., Inc. in Westchester  County,  New
York from 1992 to May 2004. V & S is a general  building  contractor  engaged in
commercial  and  residential  construction,  with an emphasis on renovation  and
construction of gasoline stations.  Clients included Mobile,  Shell,  Texaco and
Exxon. In 1994 he received an award from Mobil Oil Corporation for Total Quality
Management   1994.   From  1988  to  1992  he  was  Project  Manager  for  Rusal
Construction.   Mr.  Sammarro  attended  New  York  University  and  received  a
bachelor's degree from SUNY Empire State College.

         Jehu Hand,  age 48, has been Chief  Financial  Officer,  Secretary  and
Director  of  California  Service  Stations  since  its  inception,  and was its
President  from  inception to May,  2004. Mr. Hand has been engaged in corporate
and  securities  law  practice  and has been a partner of the law firm of Hand &
Hand, a law  corporation  from 1994 to 1999,  and of Hand & Hand, a professional
corporation,  from June 2002 to the present.  He is licensed with the California
State Bar. Hand & Hand was a sole proprietorship  until it incorporated as a law
corporation  in May 1994.  From  January  1992 to December  1992 he was the Vice
President-Corporate  Counsel and Secretary of Biolase  Technology,  Inc.,  which
designs,  manufactures and markets dental lasers and endodontics  equipment.  He
was a director of Biolase from February 1992 to February  1993.  From January to
October,  1992  Mr.  Hand was Of  Counsel  to the Law  Firm of  Lewis,  D'Amato,
Brisbois & Bisgaard.  From January 1991 to January 1992 he was a shareholder  of
McKittrick,  Jackson, DeMarco & Peckenpaugh, a law corporation.  From January to
December 1990 he was a partner of Day,  Campbell & Hand, and was an associate of
its predecessor law firm from July 1986 to December 1989. From 1984 to June 1986
Mr. Hand was an associate  attorney with Schwartz,  Kelm, Warren & Rubenstein in
Columbus, Ohio. Jehu Hand received a J.D. from New York University School of Law
and a B.A.  from Brigham Young  University.  He is a licensed real estate broker
and  is  active  as a  registered  principal  (Series  7,  24 and  63) of  SoCal
Securities, a broker-dealer and member of the National Association of Securities
Dealers, Inc. SoCal Securities will not participate in the offering and does not
make any market in  securities.  Mr. Hand was a director and president of Albion
Aviation,  Inc. from 2000 to March 2003, and is the sole officer and director of
Russian  Athena,  Inc.  He  currently  devotes  10 hours per week to  California
Service Stations.  He is also director of Worldwide  Manufacturing  Company USA,
Inc.

            The members of the Board of Directors of the Company serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the  director  and  executive  officer  of the  Company is as
follows.

         Jehu Hand has been Chief Financial Officer and Secretary of the Company
since its  inception,  and he was President  until May 2004. He devotes about 10
hours a week to the  Company.  Mr.  Hand  has  been  engaged  in  corporate  and
securities  law  practice  and has been a partner of the law firm of Hand & Hand
since 1992.  Hand & Hand  incorporated  as a law  corporation in May 1994.  From
January 1992 to December  1992 he was the Vice  President-Corporate  Counsel and
Secretary of Laser Medical  Technology,  Inc.,  which designs,  manufactures and
markets  dental  lasers and  endodontics  equipment.  He was a director of Laser
Medical from February 1992 to February 1993.  From January to October,  1992 Mr.
Hand was Of Counsel to the Law Firm of Lewis, D'Amato, Brisbois & Bisgaard. From
January  1991 to  January  1992 he was a  shareholder  of  McKittrick,  Jackson,
DeMarco & Peckenpaugh, a law corporation. From January to December 1990 he was a
partner of Day,  Campbell & Hand,  and was an associate of its  predecessor  law
firm from July 1986 to  December  1989.  From 1984 to June 1986 Mr.  Hand was an
associate attorney with Schwartz,  Kelm, Warren & Rubenstein in Columbus,  Ohio.
Jehu Hand received a J.D. from New York University School of Law and a B.A. from
Brigham Young  University.  He is a licensed real estate broker and a registered
principal (Series 7, 24 and 63) of SoCal Securities,  a broker-dealer and member
of the National Association of Securities Dealers,  Inc. Mr. Hand was a director
and president of Albion Aviation,  Inc. from 2000 to March 2003, and is the sole
officer and director of Russian  Athena,  Inc. since 1994. He is also a director
of Worldwide Manufacturing Company USA, Inc.


Code of Ethics

         The Company has not yet adopted a code of ethics  which  applies to the
chief  executive  officer,  or principal  financial  and  accounting  officer or
controller,  or persons performing similar functions due to several factors. The
Company is a small  public  company  whose  shares have not yet traded.  We have
limited  resources and expect to develop a code of ethics by the end of calendar
2004.

Audit Committee Financial Expert

         The  Company  does not have an audit  committee.  The  entire  board of
directors,  which consists of Jehu Hand,  functions as the audit committee.  The
Company does not have a financial expert on its audit committee,  because of the
difficulty  encountered by all small public companies in obtaining outside board
members. We cannot predict when, if ever, we will be able to attract a person to
the board of directors who is a financial expert.

Stock Option Plan

            The  Company,   by   resolution   of  its  Board  of  Directors  and
stockholders,  adopted a 1994 Stock  Option Plan (the "Plan") on April 20, 1994.
The Plan enables the Company to offer an incentive based compensation  system to
employees,  officers and directors and to employees of companies who do business
with the Company.

            In the discretion of a committee comprised of non-employee directors
(the "Committee"), directors, officers, and key employees of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which no shares are issuable.  The Company does not
intend to grant  options  until  such time as a merger or  acquisition  has been
consummated.  The  Company  may  increase  the number of shares  authorized  for
issuance  under the Plan or may make other  material  modifications  to the Plan
without  shareholder  approval.  However,  no amendment  may change the existing
rights of any option holder.

            Any shares  which are  subject to an award but are not used  because
the terms and  conditions of the award are not met, or any shares which are used
by participants to pay all or part of the purchase price of any option may again
be used for awards under the Plan. However, shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

            Stock  options  may be granted  as  non-qualified  stock  options or
incentive  stock  options,  but incentive  stock options may not be granted at a
price  less  than 100% of the fair  market  value of the stock as of the date of
grant (110% as to any 10% shareholder at the time of grant); non-qualified stock
options may not be granted at a price less than 85% of fair market  value of the
stock as of the date of grant.  Restricted  stock may not be  granted  under the
Plan in connection with incentive stock options.

            Stock options may be exercised  during a period of time fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.

            Stock options may be granted under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

            Stock appreciation  rights and/or restricted stock may be granted in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


<PAGE>


Item 10. EXECUTIVE COMPENSATION

         The following  table sets forth the cash and all other  compensation of
California Service Station's executive officers and directors during each of the
last three fiscal years.  The  remuneration  described in the table includes the
cost to California  Service  Stations of any benefits  which may be furnished to
the named executive officers,  including premiums for health insurance and other
benefits  provided to such  individual  that are extended in connection with the
conduct of California Service Station's  business.  The executive officers named
below did not receive any manner of compensation in the years set forth below.

         Vincent  Sammarro  receives  a salary  of $3,000  per  month  under his
employment  contract  dated May 28, 2004.  The contract is at will.  He also was
issued  250,000  shares of common  stock in May 2004,  valued at $.01 per share.
These shares vest one third on each anniversary of the employment agreement.
<TABLE>
<CAPTION>

..
                           Summary Compensation Table

                       ANNUAL COMPENSATION                                        LONG TERM COMPENSATION



    Name and                                             Other Annual   Awards             Payouts       All
    Principal Position      Year     Salary         Bonus      Compensation                                   Other
                                                                             RestrictedSecurities        LTIP
Compensation
                                                                              StockUnderlyingPayouts ($)
                                                                             Awards ($)Options SARs(#)

<S>                        <C>       <C>             <C>           <C>            <C>      <C>         <C>        <C>
Vincent Sammarro           2004      $3,000          0             0              0        0           0          0
 CEO                       2003           0          0             0              0        0           0
                           2002           0          0             0              0        0           0          0

Jehu Hand                  2004          $0          0             0              0        0           0          0
 CFO                       2003           0          0             0              0        0           0
                           2002           0          0             0              0        0           0          0




</TABLE>


            Directors  currently  receive no  compensation  for their  duties as
directors.


Item 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  following  table  sets  forth   information   relating  to  the
beneficial  ownership  of Company  common  stock by those  persons  beneficially
holding more than 5% of the Company  capital stock,  by the Company's  directors
and  executive  officers,  and by all of the  Company's  directors and executive
officers as a group. The address of each person is care of the Company.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>              <C>                              <C>                          <C>
Vincent Sammarro (1)                              250,000                      20.0%

Jehu Hand(2)                                      800,000                     64.0%
24351 Pasto Road, Suite B
Dana Point, California 92629

Kimberly Peterson                                 93,850                      7.5%
All officers and directors
  as a group (2 persons)                         1,050,000                    84.0%
</TABLE>

    (1)  The address of this person is c/o the Company.
    (2)  Includes   800,000  shares  held  by  Ecco  Petroleum   Family  Limited
         Partnership  which Mr. Hand controls and of which the beneficial  owner
         is a family irrevocable trust for the benefit of his children.



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Mendocino Partners,  Inc. was organized as a Delaware corporation on
April  21,  1994  to  seek  out an  advantageous  acquisition.  The  name of the
corporation was changed to California Service Stations, Inc. in August, 2004. On
May 13, 2004, an investment fund controlled by Jehu Hand, Arrakis Select, loaned
$400,000 to California Service Stations, pursuant to an 8% convertible debenture
due  December 31, 2005.  An  additional  $25,000 was loaned in June 2004 under a
demand  note,  and  $10,000 was  contributed  to capital of  California  Service
Stations by a shareholder controlled by Mr. Hand.



<PAGE>


                                     PART IV


Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

            (a) Exhibits.  The following exhibits of the Company are
 included herein.

    Exhibit No.            Document Description

       3.         Certificate of Incorporation and Bylaws

         3.1.     Articles of Incorporation (1)
         3.2      Articles of Amendment (2)
         3.3      Bylaws (1)

10.      Material Contracts

         10.1 Stock Option Plan. (1)
         10.2 Form of Demand note (2)
         10.3 Employment Agreement with Vincent Sammarro  (2)
         10.4   Convertible Debenture due December 31, 2005 (2)

21.      Subsidiaries of the small business  issuer-Sunset  Service Stations,
a California  corporation.  No trade
         names are employed.

(1)  Filed with the Company's original Form 10-SB.
(2)      Filed herewith.

        (b)                Reports on Form 8-K.  - Not Applicable.

Item 14. Controls and Procedures.

  Not Applicable

Item 15. Principal Accountant Fees and Services.

Audit Fees

Our principal accountants, Pritchett, Siler & Hardy, PC, billed us $0 and $0 for
audit fees and review of  quarterly  filings in the fiscal  years ended June 30,
2004 and 2003, respectively.

Less than 50% of the hours  expended  by our  auditors on the audit for the year
ended June 30, 2004 were  performed by persons'  other than  Pritchett,  Siler &
Hardy, PC `s permanent full time employees.

There were $0, $0 and $0,  respectively paid in audit related fees, tax fees and
all other fees to  Pritchett,  Siler & Hardy,  PC during the year ended June 30,
2004.

Audit Committees pre-approval policies and procedures.

We do not have an audit committee.  Our engagement of Pritchett,  Siler & Hardy,
PC was approved by the Board of Directors. No services described in Item 9(e)(2)
through 9(e)(4) of Schedule 14A were performed by our auditors.


<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 on November 30, 2004.


                                              CALIFORNIA SERVICE STATIONS,  INC.


                                                     By:    /s/ Vincent Sammarro
                                                               Vincent Sammarro
                                                                  President

        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 on November 30, 2004.



By:     /s/ Vincent SammarroPresident (principal executive officer) and Director
        Vincent Sammarro

By:   /s/ Jehu Hand Secretary, Chief Financial Officer (principal financial and
        Jehu Hand                            accounting officer) and Director



















                     MENDOCINO PARTNERS, INC. AND SUBISIDARY
                          [A Development Stage Company]

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2004



























<PAGE>
<TABLE>
<CAPTION>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]




                                                       CONTENTS

                                                                                                        PAGE


<S>                                                                                                        <C>
                     Report of Independent Public Accounting Firm                                          1


                      Consolidated Balance Sheet, June 30, 2004                                            2


                      Consolidated Statements of Operations, for the years ended
                         June  30,  2004  and  2003  and  for  the  period  from
                         inception on April 20, 1994
                         through June 30, 2004                                                             3


                      Consolidated Statement of Stockholders' Equity
                         (Deficit), from inception on April 20, 1994
                         through June 30, 2004                                                         4 - 5


                      Consolidated Statements of Cash Flows, for the years ended
                         June  30,  2004  and  2003  and  for  the  period  from
                         inception on April 20, 1994
                         through June 30, 2004                                                             6


                     Notes to consolidated Financial Statements                                       7 - 11

</TABLE>


<PAGE>









                       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
MENDOCINO PARTNERS, INC. AND SUBSIDIARY
Dana Point, California

We have  audited  the  accompanying  consolidated  balance  sheet  of  Mendocino
Partners,  Inc. and Subsidiary [a development stage company] as of June 30, 2004
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficit)  and cash flows for the years ended June 30, 2004 and 2003 and for the
period from inception on April 20, 1994 through June 30, 2004.  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. The financial  statements of Mendocino Partners,  Inc. and Subsidiary
as of and for the year ended June 30, 2000 were audited by other  auditors whose
report,  dated  January 12,  2001,  expressed  an  unqualified  opinion on those
statements.  The financial statements as of June 30, 2000 reflect an accumulated
deficit of $2,784.  The other auditors' report has been furnished to us, and our
opinion,  insofar as it relates to the amounts  included for such prior periods,
is based solely on the report of the other auditors.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (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
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
consolidated  financial  statements  referred to above  present  fairly,  in all
material  respects,  the  financial  position of  Mendocino  Partners,  Inc. and
Subsidiary [a development  stage company] as of June 30, 2004 and the results of
their operations and their cash flows for the years ended June 30, 2004 and 2003
and for the period from  inception on April 20, 1994  through June 30, 2004,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 7 to the  financial
statements,  the Company has incurred losses since its inception and has not yet
been  successful  in  establishing  profitable  operations.  These factors raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern.  Management's  plans in regards to these matters are also  described in
Note 7. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah
August 31, 2004


<PAGE>

<TABLE>
<CAPTION>

                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                                              CONSOLIDATED BALANCE SHEET


                                                        ASSETS

                                                                                                      June 30,
                                                                                                        2004
                                                                                                        -----------
CURRENT ASSETS:
<S>                                                                                              <C>
     Cash                                                                                        $          405,365
                                                                                                        -----------
               Total Current Assets                                                                         405,365

OTHER ASSETS:
     Acquisition deposit - held in escrow                                                                    25,000
                                                                                                        -----------
                                                                                                 $          430,365
                                                                                                      -------------

                                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                                            $            1,769
     Accounts payable - related party                                                                         3,905
     Note payable - related party                                                                            25,000
                                                                                                        -----------
               Total Current Liabilities                                                                     30,674

CONVERTIBLE DEBENTURE - RELATED PARTY                                                                       400,000
                                                                                                        -----------
               Total Liabilities                                                                            430,674
                                                                                                        -----------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value,
       1,000,000 shares authorized,
       no shares issued and outstanding                                                                           -
     Common stock, $.001 par value,
       20,000,000 shares authorized,
       1,250,000 shares issued and
       outstanding                                                                                            1,250
     Capital in excess of par value                                                                          16,660
     Deficit accumulated during the
       development stage                                                                                    (15,823)
                                                                                                        -----------
                                                                                                              2,087
     Less deferred compensation                                                                              (2,396)
                                                                                                        -----------
               Total Stockholders' Equity (Deficit)                                                            (309)
                                                                                                        -----------
                                                                                                 $          430,365
                                                                                                      -------------
</TABLE>

                 The   accompanying   notes  are  an   integral   part  of  this
consolidated financial statement.


<PAGE>
<TABLE>
<CAPTION>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                            _________________________      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------      ------------
<S>                                                                  <C>              <C>               <C>
REVENUE                                                              $             -  $             -   $             -

EXPENSES:
     General and administrative                                                5,345              511            11,664
                                                                        ------------     ------------      ------------

LOSS FROM OPERATIONS                                                          (5,345)            (511)          (11,664)
                                                                        ------------     ------------      ------------

OTHER INCOME (EXPENSE)
     Interest income                                                             236                -               236
     Interest expense                                                         (4,395)               -            (4,395)
                                                                        ------------     ------------      ------------
               Total Other Income (Expense)                                   (4,159)               -            (4,159)
                                                                        ------------     ------------      ------------

LOSS BEFORE INCOME TAXES                                                      (9,504)            (511)          (15,823)

CURRENT TAX EXPENSE                                                                -                -                 -

DEFERRED TAX EXPENSE                                                               -                -                 -
                                                                        ------------     ------------      ------------

NET LOSS                                                     $       (9,504)       $  (511)         $   (15,823)
                                                                        ------------     ------------      ------------

LOSS PER COMMON SHARE                                                $         (.01)  $         (.00)   $         (.02)
                                                                        ------------     ------------      ------------








</TABLE>







                 The   accompanying   notes  are  an   integral   part  of  this
consolidated financial statement.


<PAGE>

<TABLE>
<CAPTION>

                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                     FROM THE DATE OF INCEPTION ON APRIL 20, 1994

                              THROUGH JUNE 30, 2004

                                                                                                                 Deficit
                                                                                                               Accumulated
                                           Preferred Stock         Common Stock      Capital in                During the
                                             ________________       ________________  Excess of    Deferred    Development
                                         Shares      Amount     Shares       Amount   Par Value      Comp.        Stage
                                          --------    -------    --------    -------    --------    -------     -----------
<S>                                     <C>        <C>          <C>       <C>        <C>         <C>         <C>
BALANCE, April 20, 1994                          - $        -           - $        - $         - $        -  $            -

Issuance of 1,000,000 shares of
  common stock for cash of $1,015,
  or $.001 per share, April 20, 1994             -          -   1,000,000      1,000          15          -               -

Net loss for the period ended
  June 30, 1994                                  -          -           -          -           -          -             (42)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1994                           -          -   1,000,000      1,000          15          -             (42)

Net loss for the year ended
  June 30, 1995                                  -          -           -          -           -          -            (338)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1995                           -          -   1,000,000      1,000          15          -            (380)

Net loss for the year ended
  June 30, 1996                                  -          -           -          -           -          -            (320)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1996                           -          -   1,000,000      1,000          15          -            (700)

Net loss for the year ended
  June 30, 1997                                  -          -           -          -           -          -            (314)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1997                           -          -   1,000,000      1,000          15          -          (1,014)

Net loss for the year ended
  June 30, 1998                                  -          -           -          -           -          -            (312)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1998                           -          -   1,000,000      1,000          15          -          (1,326)

Net loss for the year ended
  June 30, 1999                                  -          -           -          -           -          -            (790)





                                   [Continued]


<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                     FROM THE DATE OF INCEPTION ON APRIL 20, 1994

                              THROUGH JUNE 30, 2004

                                   [Continued]

                                                                                                                 Deficit
                                                                                                               Accumulated
                                           Preferred Stock         Common Stock      Capital in                During the
                                             ________________       ________________  Excess of    Deferred    Development
                                         Shares      Amount     Shares       Amount   Par Value      Comp.        Stage
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 1999                           -          -   1,000,000      1,000          15          -          (2,116)

Net loss for the year ended
  June 30, 2000                                  -          -           -          -           -          -            (907)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 2000                           -          -   1,000,000      1,000          15          -          (3,023)

Net loss for the year ended
  June 30, 2001                                  -          -           -          -           -          -            (947)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 2001                           -          -   1,000,000      1,000          15          -          (3,970)

Net loss for the year ended
  June 30, 2002                                  -          -           -          -           -          -          (1,838)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 2002                           -          -   1,000,000      1,000          15          -          (5,808)

Net loss for the year ended
  June 30, 2003                                  -          -           -          -           -          -            (511)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 2003                           -          -   1,000,000      1,000          15          -          (6,319)

Capital Contributions, May 2004                  -          -           -          -      10,000          -               -

Accrued interest forgiven recorded
  as contribution to capital                     -          -           -          -       4,395          -               -

Issuance of 250,000 shares of
  common stock for employee
  services valued at $2,500, or
  $.01 per share, May  2004                      -          -     250,000        250       2,250      2,500               -

Net loss for the year ended
  June 30, 2004                                  -          -           -          -           -       (104)         (9,504)
                                          --------    -------    --------    -------    --------    -------     -----------
BALANCE, June 30, 2004                           - $        -   1,250,000 $    1,250 $    16,660 $    2,396  $      (15,823)
                                          --------    -------    --------    -------    --------    -------     -----------
</TABLE>

                 The   accompanying   notes  are  an   integral   part  of  this
consolidated financial statement.


<PAGE>
<TABLE>
<CAPTION>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                            _________________________      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------      ------------
Cash Flows from Operating Activities:
<S>                                                                  <C>              <C>               <C>
   Net loss                                                          $        (9,504) $          (511)  $       (15,823)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Amortization                                                                  -                -             1,015
     Non-cash interest expense                                                 4,395                -             4,395
     Non-cash services for common stock                                          105                -               105
     Changes in assets and liabilities:
       Increase in accounts payable                                              269              511             1,768
       Increase in accounts payable - related party                              100                              3,905
                                                                        ------------     ------------      ------------
               Net Cash Provided by Operating Activities                      (4,635)               -            (4,635)
                                                                        ------------     ------------      ------------
Cash Flows from Investing Activities:
   Payments of organization costs                                                  -                -            (1,015)
   Acquisition deposit held in escrow                                        (25,000)               -           (25,000)
                                                                        ------------     ------------      ------------
               Net Cash (Used) by Investing Activities                       (25,000)               -           (26,015)
                                                                        ------------     ------------      ------------
Cash Flows from Financing Activities:
   Proceeds from convertible debenture - related party                       400,000                -           400,000
   Proceeds from notes payable - related party                                25,000                -            25,000
   Capital  contributions                                                     10,000                -            10,000
   Proceeds from sale of common stock                                              -                -             1,015
                                                                        ------------     ------------      ------------
               Net Cash Provided by Financing Activities                     435,000                -           436,015
                                                                        ------------     ------------      ------------
Net Increase (Decrease) in Cash                                              405,365                -           405,365

Cash at Beginning of Period                                                        -                -                 -
                                                                        ------------     ------------      ------------
Cash at End of Period                                                $       405,365  $             -   $       405,365
                                                                        ------------     ------------      ------------

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
     Interest                                                        $             -  $             -   $             -
     Income taxes                                                    $             -  $             -   $             -

Supplemental Schedule of Non-cash Investing and Financing Activities:
   For the year ended June 30, 2004:
     Issued 250,000 shares for employee services valued at $2,500 to be rendered
     over three years.  Through June 30, 2004 the Company recognized $105 of the
     expense.

     A shareholder of the Company forgave accrued interest totaling $4,395.  Due
     to the related party nature of the debt  forgiveness,  the Company recorded
     the forgiveness as a capital contribution.

   For the year ended June 30, 2003:
     None
</TABLE>

                The   accompanying   notes  are  an   integral   part  of  these
consolidated financial statements.


<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - Mendocino  Partners,  Inc. and Subsidiary  ("Parent") was
 organized  under the laws of the State of
     Delaware on April 20, 1994 for the purpose of seeking out business
 opportunities, including acquisitions.

     Sunset Service Stations  ("Subsidiary") was organized under the laws of the
     State  of  California  on June 21,  2004 as a  wholly-owned  subsidiary  of
     Parent.

     Mendocino  Partners,  Inc. and Subsidiary  ("the Company") plans to acquire
     and operate gas service  stations  that are  currently  in  operation.  The
     Company  has  not  generated   any  revenue  from  its  planned   principle
     operations.  The  Company is  considered  a  development  stage  company as
     defined in Statement of Financial  Accounting  Standards No. 7. The Company
     has, at the present time, not paid any dividends and any dividends that may
     be paid in the future will depend upon the  financial  requirements  of the
     Company and other relevant factors.

     Cash and Cash  Equivalents  - The Company  considers all highly liquid debt
     investments  purchased  with a maturity of three  months or less to be cash
     equivalents.

     Consolidation - The financial statements include the accounts of Parent and
     Parent's wholly-owned subsidiary. All significant intercompany transactions
     have been eliminated in consolidation.

     Fiscal Year - The Company's fiscal year-end is June 30, 2004.

     Income Taxes - The Company  accounts for income  taxes in  accordance  with
     Statement of Financial Accounting Standards No. 109, "Accounting for Income
     Taxes" [See Note 5].

     Loss Per Share - The computation of loss per share is based on the weighted
     average  number  of shares  outstanding  during  the  period  presented  in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 128,
     "Earnings Per Share" [See Note 8].

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally  accepted  accounting  principles in the United
     States of America  requires  management to make  estimates and  assumptions
     that affect the reported amounts of assets and liabilities, the disclosures
     of  contingent  assets  and  liabilities  at  the  date  of  the  financial
     statements,  and the reported  amount of revenues  and expenses  during the
     reported period. Actual results could differ from those estimated.

     Recently Enacted Accounting  Standards - Statement of Financial  Accounting
     Standards  ("SFAS")  No. 149,  "Amendment  of Statement  133 on  Derivative
     Instruments  and Hedging  Activities",  and SFAS No. 150,  "Accounting  for
     Certain Financial  Instruments with Characteristics of both Liabilities and
     Equity",  were  recently  issued.  SFAS  No.  149 and 150  have no  current
     applicability  to the Company or their effect on the  financial  statements
     would not have been significant.


<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - NOTE PAYABLE

     In May 2004, the Company issued a $25,000 note payable to an entity related
     to a  shareholder  of the  Company.  The note is due on demand and  accrues
     interest  at 8% per annum.  The  entity  related  to a  shareholder  of the
     Company is  forgiving  the accrued  interest on the note.  Through June 30,
     2004 the entity has forgiven $187 of accrued  interest.  Due to the related
     party nature of the debt forgiveness,  the Company recorded the forgiveness
     as a capital contribution.

NOTE 3 - CONVERTIBLE DEBENTURE

     In May 2004,  the Company  issued a $400,000  convertible  debenture  to an
     entity  related to a  shareholder  of the Company.  The debenture is due on
     December 31, 2005 and accrues  interest at 8% per annum and is  convertible
     to common stock at $.01 per share.  The entity  related to a shareholder of
     the Company is forgiving the accrued interest on the note. Through June 30,
     2004 the entity has forgiven $4,208 of accrued interest. Due to the related
     party nature of the debt forgiveness,  the Company recorded the forgiveness
     as a capital contribution.

     The Company has the following convertible debentures payable at:
<TABLE>
<CAPTION>


                                                                                                      June 30,
                                                                                                        2004
                                                                                                        -----------
     $400,000 8% unsecured convertible debenture
     maturing in December 2005, convertible into
<S>                  <C>                                                                         <C>
     common stock at $.01 per share.                                                             $          400,000
                                                                                                        -----------
     Less current portion                                                                                         -
                                                                                                        -----------
                                                                                                 $          400,000
                                                                                                        -----------
</TABLE>

     The convertible  debentures mature as follows for the twelve-month  periods
ended:

                                June 30,                          Principal Due
                                 -----------                        -----------
                                  2005                       $               -
                                  2006                                  400,000
                                                                    -----------
                                                              $         400,000
                                                                    -----------

NOTE 4 - CAPITAL STOCK

     Preferred  Stock - The Company has authorized  1,000,000  shares of
preferred  stock,  $.001 par value,  with such
     rights,  preferences and designations and to be issued in such series as
 determined by the Board of Directors.  No
     shares are issued and outstanding at June 30, 2004.



<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK [Continued]

     Common Stock - The Company has authorized 20,000,000 shares of common stock
     with a par value of $.001.  In May 2004,  the Company issued 250,000 shares
     of common stock for employee services valued at $2,500 (or $.01 per share).
     The shares vest one-third each  anniversary  for three years.  Through June
     30, 2004, the Company recognized $105 of the expense.

     In April 1994, in connection  with their  organization,  the Company issued
     1,000,000 shares of their previously  authorized but unissued common stock.
     The  shares  were  issued for cash of $1,015  (or  approximately  $.001 per
     share).

     1994 Stock  Option Plan - On April 20, 1994,  the Company  adopted the 1994
     Stock  Option Plan.  The plan  provides for the granting of awards of up to
     2,000,000  shares  of  common  stock  to  officers,  directors,  employees,
     advisors,  and  employees  of other  companies  that do  business  with the
     Company as  non-qualified  and qualified  stock  options.  The Stock Option
     Committee  of the Board of Directors  determines  the option  price,  which
     cannot be less than the fair market  value at the date of the grant or 110%
     of the fair market value if the recipient of the grant holds 10% or more of
     the  Company's  common  stock.  The price per share of shares  subject to a
     Non-Qualified  option  cannot  be less than 85% of the fair  market  value.
     Options  granted  under the plan will  typically  expire ten years from the
     date of the grant  (five years if the  recipient  of the grant holds 10% or
     more of the  Company's  common  stock  on the date of the  grant)  or three
     months after  termination  of  employment.  As of June 30, 2004, no options
     have been granted.

NOTE 5 - INCOME TAXES

     The Company  accounts  for income  taxes in  accordance  with  Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes". SFAS
     No. 109 requires the Company to provide a net deferred tax  asset/liability
     equal to the expected  future tax  benefit/expense  of temporary  reporting
     differences  between  book and tax  accounting  methods  and any  available
     operating  loss or tax credit  carryforwards.  The Company has available at
     June 30, 2004 unused operating loss carryforwards of approximately  $15,800
     which may be applied  against  future  taxable  income and which  expire in
     various years through 2024.

     The amount of and ultimate  realization  of the benefits from the operating
     loss carryforwards for income tax purposes is dependent,  in part, upon the
     tax laws in effect,  the future  earnings of the Company,  and other future
     events,  the  effects  of  which  cannot  be  determined.  Because  of  the
     uncertainty  surrounding  the  realization of the loss  carryforwards,  the
     Company has  established a valuation  allowance  equal to the tax effect of
     the loss  carryforwards  and,  therefore,  no  deferred  tax asset has been
     recognized  for the loss  carryforwards.  The net  deferred  tax assets are
     approximately $5,400 and $2,150 as of June 30, 2004 and 2003, respectively,
     with an offsetting  valuation  allowance of the same amount  resulting in a
     change in the valuation  allowance of approximately  $3,250 during the year
     ended June 30, 2004.



<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY TRANSACTIONS

     Accounts Payable - Related Party - During the years ended June 30, 2004 and
     2003, an officer/shareholder of the Company directly paid expenses totaling
     $100 and $0 on behalf of the Company.  At June 30,  2004,  the Company owed
     the shareholder $3,905. No interest is being accrued on the payable.

     In May 2004,  the  Company  borrowed  $25,000  from an entity  related to a
shareholder of the Company [See Note 2].

     Notes  Payable - In May 2004,  the  Company  issued a $400,000  convertible
     debenture payable to an entity related to a shareholder of the Company [See
     Note 3].

     Management  Compensation  - For the years  ended June 30,  2004 and 2003,
 the  Company  paid $3,000 and $0 to the
     president of the Subsidiary.

     Office  Space - The  Company has not had a need to rent  office  space.  An
     officer/shareholder  of the  Company  is  allowing  the  Company to use his
     offices as a mailing address, as needed, at no expense to the Company.

NOTE 7 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted  accounting  principles in the United States of America,
     which contemplate continuation of the Company as a going concern.  However,
     the Company has incurred  losses since its  inception  and has not yet been
     successful  in  establishing  profitable  operations.  These  factors raise
     substantial  doubt  about the ability of the Company to continue as a going
     concern.  In this regard,  management  is proposing to raise any  necessary
     additional  funds not  provided  by  operations  through  loans or  through
     additional  sales  of its  common  stock or  through  a  possible  business
     combination  with another  company.  There is no assurance that the Company
     will be  successful  in raising  this  additional  capital or in  achieving
     profitable  operations.   The  financial  statements  do  not  include  any
     adjustments that might result from the outcome of these uncertainties.




<PAGE>


                     MENDOCINO PARTNERS, INC. AND SUBSIDIARY
                          [A Development Stage Company]

                    NOTES TO COSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LOSS PER SHARE
<TABLE>
<CAPTION>

     The following data shows the amounts used in computing loss per share:

                                                                                 For the                From Inception
                                                                                Year Ended               on April 20,
                                                                                 June 30,                1994 Through
                                                                            _________________________      June 30,
                                                                          2004              2003             2004
                                                                        ------------     ------------      ------------
         Loss from continuing operations
         available to common shareholders
<S>                                                                  <C>              <C>               <C>
         (numerator)                                                 $        (9,504) $          (511)  $       (15,823)
                                                                        ------------     ------------      ------------
         Weighted average number of
         common shares outstanding used
         in loss per share for the period
         (denominator)                                                     1,025,273        1,000,000         1,002,484
                                                                        ------------     ------------      ------------
</TABLE>

     Dilutive  loss per share was not  presented,  as the  Company had no common
     stock  equivalent  shares for all periods  presented  that would affect the
     computation of diluted loss per share.

NOTE 9 - SUBSEQUENT EVENT

     Name Changes - In August 2004 Parent changed its name to California Service
Stations, Inc.

     Proposed Acquisition - The Company is proposing to acquire a gas station in
     southern  California.  The proposed  agreement calls for the Company to pay
     $299,000 to acquire all of the assets  associated with the gas station.  At
     June 30, 2004, the Company had paid a deposit of $25,000 into an escrow for
     the proposed acquisition.

     Final acquisition  agreement has not yet been signed and final consummation
of the acquisition is not guaranteed.