SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549
                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
         For the quarterly period ended December 31, 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 0-26713


                           CALIFORNIA SERVICE STATIONS
        (Exact Name of small business issuer as specified in its charter)

            Delaware                                                33-0619524
   (State or other Jurisdiction of                    I.R.S. Employer Identi-
Incorporation or Organization                                    fication No.)

                            24351 Pasto Road, #B, Dana Point, California 92629
 (Address of Principal Executive Offices)                            (Zip Code)

                                                  (949) 489-2400
                               (Issuer's Telephone Number, including Area Code)

         Indicate by check mark whether the Registrant (i) 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  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                           Yes    X           No

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common equity, as of the latest practicable date.

Common Stock, $.001 par value                                          1,250,000
----------------------------------            -------------------------------
Title of Class                                    Number of Shares outstanding
                                                          at December 31, 2004


Transitional Small Business Format     Yes            No    X



<PAGE>
<TABLE>
<CAPTION>



                             CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
                                     ASSETS

                                                                              December 31,            June 30,
                                                                                  2004                  2004
                                                                                  -----------           -----------
CURRENT ASSETS:
<S>                                                                        <C>                   <C>
     Cash                                                                  $            3,654    $          405,365
     Prepaid expenses                                                                       -                     -
                                                                                  -----------           -----------
               Total Current Assets                                                     3,654               405,365
                                                                                  -----------           -----------
OTHER ASSETS:
     Acquisition deposit, held in escrow                                              385,000                25,000
     Deferred acquisition costs                                                         4,000                     -
                                                                                  -----------           -----------
               Total Other Assets                                                     389,000                25,000
                                                                                  -----------           -----------
                                                                           $          392,654    $          430,365
                                                                                -------------         -------------

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                      $            1,239    $            1,769
     Accounts payable - related party                                                   3,905                 3,905
     Note payable - related party                                                      25,000                25,000
                                                                                  -----------           -----------
               Total Current Liabilities                                               30,144                30,674

CONVERTIBLE DEBENTURE - RELATED PARTY                                                 400,000               400,000
                                                                                  -----------           -----------
               Total Liabilities                                                      430,144               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                 1,250
     Capital in excess of par value                                                    33,660                16,660
     Deficit accumulated during the
       development stage                                                              (70,421)              (15,823)
                                                                                  -----------           -----------
                                                                                      (35,511)                2,087

     Less deferred compensation                                                        (1,979)               (2,396)
                                                                                  -----------           -----------
               Total Stockholders' Equity (Deficit)                                   (37,490)                 (309)
                                                                                  -----------           -----------
                                                                           $          392,654    $          430,365
                                                                                -------------         -------------
</TABLE>
Note:  The balance  sheet at June 30, 2004 was taken from the audited  financial
       statements  at that date and  condensed.  The  accompanying  notes are an
       integral  part  of  this  unaudited  condensed   consolidated   financial
       statement.


<PAGE>
<TABLE>

<CAPTION>



                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                 For the Three                  For the Six             From Inception
                                                 Months Ended                  Months Ended              on April 20,
                                                 December 31,                  December 31,              1994 Through
                                                                                                         December 31,
                                              2004          2003          2004              2003             2004
                                              ----          ----          ----              ----             ----


<S>                                         <C>            <C>           <C>              <C>              <C>
REVENUE                                     $       -      $     -       $       -        $       -        $      -

EXPENSES:
     General and administrative                20,668           79          38,491              115          50,155
                                            ---------      -------       ---------        ---------        --------

LOSS FROM OPERATIONS                         (20,668)         (79)        (38,491)            (115)        (50,155)
                                            ---------      -------       ---------        ---------        --------

OTHER INCOME (EXPENSE)
     Interest income                              136            -             893                -           1,129
     Interest expense                         (8,430)            -        (17,000)                -        (21,395)
                                            ---------      -------       ---------        ---------        --------
     Total Other Income (Expense)             (8,294)            -        (16,107)                -        (20,266)
                                            ---------      -------       --------         ---------        --------

LOSS BEFORE INCOME TAXES                     (28,962)         (79)        (54,598)            (115)        (70,421)

CURRENT TAX EXPENSE                                                              -                -               -

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

NET LOSS                                    $(28,962)      $  (79)       $(54,598)        $   (115)        $(70,421)
                                            =========      =======       =========        =========        =========

LOSS PER COMMON SHARE                       $   (.02)      $ (.00)       $     (.04)      $     (.00)      $  (.07)
                                            =========      =======       ===========      ===========      ========




</TABLE>







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


<PAGE>
<TABLE>
<CAPTION>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                For the Six             From Inception
                                                                               Months Ended              on April 20,
                                                                               December 31,              1994 Through
                                                                            _________________________    December 31,
                                                                          2004              2003             2004
                                                                        ------------     ------------      ------------
Cash Flows from Operating Activities:
<S>                                                                  <C>              <C>               <C>
   Net loss                                                          $       (54,598) $          (115)  $       (70,421)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Amortization                                                                  -                -             1,015
     Non-cash interest expense                                                17,000                -            21,395
     Non-cash services for common stock                                          416                -               521
     Changes in assets and liabilities:
       Increase (decrease) in accounts payable                                  (529)             115             1,239
       Increase in accounts payable - related party                                -                -             3,905
       (Increase) in prepaid expenses                                              -                -                 -
                                                                        ------------     ------------      ------------
               Net Cash Provided by Operating Activities                     (37,711)               -           (42,346)
                                                                        ------------     ------------      ------------
Cash Flows from Investing Activities:
   Payments of organization costs                                                  -                -            (1,015)
   Payment of acquisition deposit, held in escrow                           (360,000)               -          (385,000)
   Deferred acquisition costs                                                 (4,000)               -            (4,000)
                                                                        ------------     ------------      ------------
               Net Cash (Used) by Investing Activities                      (364,000)               -          (390,015)
                                                                        ------------     ------------      ------------
Cash Flows from Financing Activities:
   Proceeds from convertible debenture - related party                             -                -           400,000
   Proceeds from note payable - related party                                      -                -            25,000
   Capital contributions                                                           -                -            10,000
   Proceeds from sale of common stock                                              -                -             1,015
                                                                        ------------     ------------      ------------
               Net Cash Provided by Financing Activities                           -                -           436,015
                                                                        ------------     ------------      ------------
Net Increase (Decrease) in Cash                                             (401,711)               -             3,654

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

Cash at End of Period                                                $         3,654  $             -   $         3,654
                                                                        ------------     ------------      ------------
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 six months ended December 30, 2004:
     In May 2004, the Company issued 250,000 shares for employee services valued
     at $2,500 to be rendered over six years.  For the six months ended December
     30, 2004 the Company recognized $416 of the expense.

     A shareholder of the Company forgave accrued interest totaling $17,000. Due
     to the related party nature of the debt  forgiveness,  the Company recorded
     the forgiveness as a capital contribution.
   For the six months ended December 30, 2003:             None
The  accompanying  notes  are an  integral  part of  these  unaudited  condensed
consolidated financial statements.

</TABLE>

<PAGE>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization - California  Service  Stations,  Inc. and Subsidiary
("Parent") was organized under the laws of the
     State of Delaware  on April 20,  1994 as  Mendocino  Parthers,  Inc.
In August  2004  Parent  changed its name to
     California Service Stations, Inc. and Subsidiary 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.

     California  Service Stations,  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.

     Condensed Financial Statements - The accompanying financial statements have
     been prepared by the Company  without audit.  In the opinion of management,
     all adjustments (which include only normal recurring adjustments) necessary
     to present  fairly the financial  position,  results of operations and cash
     flows at December  30,  2004 and 2003 and for the  periods  then ended have
     been made.

     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles in the United States of America have been  condensed or omitted.
     It is  suggested  that  these  condensed  financial  statements  be read in
     conjunction with the financial statements and notes thereto included in the
     Company's  June 30,  2004  audited  financial  statements.  The  results of
     operations  for the  periods  ended  December  31,  2004  and  2003 are not
     necessarily indicative of the operating results for the full year.

     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.

     Acquisition Costs - Costs related to proposed acquisitions are deferred and
     will be included in the  acquisition  price upon  completion of the related
     acquisition. In the event an acquisition is unsuccessful, the costs related
     to the acquisition are written off to expense.

     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].


<PAGE>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

                 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     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. 151, "Inventory
     Costs - an  amendment  of ARB No. 43,  Chapter 4", and SFAS No.  152,
  "Accounting  for Real  Estate  Time-Sharing
     Transactions - an amendment of FASB  Statements No. 66 and 67", SFAS No.
153,  "Exchanges of Nonmonetary  Assets -
     an amendment  of APB Opinion NO. 29",  and SFAS No. 123  (revised  2004),
 "Share-Based  Payment",  were  recently
     issued.  SFAS No. 151,  152,  153 and 123  (revised  2004) have no current
 applicability  to the Company or their
     effect on the financial statements would not have been significant.

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 December 31,
     2004 the entity has forgiven $1,191 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 was due on
     December 31, 2005  (extended to December 31, 2006) 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  December  30, 2004 the entity has  forgiven
     $20,274 of accrued  interest.  Due to the related  party nature of the debt
     forgiveness,   the  Company   recorded   the   forgiveness   as  a  capital
     contribution.
<TABLE>
<CAPTION>

     The Company has the following convertible debentures payable at:

                                                                                                    December 31,
                                                                                                        2004
                                                                                                        -----------
     $400,000 8% unsecured convertible debenture
     maturing in December 2006, convertible into
<S>                                                                                              <C>
     common stock at $.01 per share.                                                             $          400,000
                                                                                                        -----------
     Less current portion                                                                                         -
                                                                                                        -----------
                                                                                                 $          400,000
                                                                                                        -----------

</TABLE>


<PAGE>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

                 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - CONVERTIBLE DEBENTURE [Continued]

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

                              December 31,                      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 December 31, 2004.

     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 six years.  Through December
     30, 2004, the Company recognized $520 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 six months
     after  termination of employment.  As of December 31, 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
     December 30, 2004 unused  operating  loss  carryforwards  of  approximately
     $70,400 which may be applied against future taxable income and which expire
     in various years through 2025.


<PAGE>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

                 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES [Continued]

     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 $23,900 and $5,400 as of December 30, 2004 and June 30, 2004,
     respectively,  with an  offsetting  valuation  allowance of the same amount
     resulting in a change in the valuation  allowance of approximately  $18,500
     during the six months ended December 31, 2004.

NOTE 6 - RELATED PARTY TRANSACTIONS

     Accounts Payable - Related Party - During the six months ended December 30,
     2004 and 2003, an officer/shareholder of the Company directly paid expenses
     totaling $0 and $0 on behalf of the  Company.  At December  31,  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 six months ended  December 31, 2004 and
     2003, the Company paid $18,000 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>


                CALIFORNIA SERVICE STATIONS, INC. AND SUBSIDIARY
                       (Formerly Mendocino Partners, Inc.)
                          [A Development Stage Company]

               NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share:
<TABLE>
<CAPTION>

                                                                                For the Six             From Inception
                                                                               Months Ended              on April 20,
                                                                               December 31,              1994 Through
                                                                            _________________________    December 31,
                                                                          2004              2003             2004
                                                                        ------------     ------------      ------------
         Loss from continuing operations
         available to common shareholders
<S>                                                                  <C>              <C>               <C>
         (numerator)                                                 $       (54,598) $          (115)  $       (70,421)
                                                                        ------------     ------------      ------------
         Weighted average number of
         common shares outstanding used
         in loss per share for the period
         (denominator)                                                     1,250,000        1,000,000         1,014,138
                                                                        ------------     ------------      ------------
</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

     Proposed  Acquisition  - On  February  7, 2005 the  Company  acquired a gas
     station in southern  California  for  $299,000 to acquire all of the assets
    (excluding convenience store operations) plus $18,000 in inventory. A second
     station was contracted for in October 2004 and $30,000 was placed in escrow
     for this acquisition.

Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
 FINANCIAL CONDITION


      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 $3,654 cash on hand as of December 31, 2004 and
$355,000 in escrow for that station,  which is sufficient to acquire one service
station  under  escrow at an  estimated  price of  $330,000  and for $25,000 for
working capital related to that station.  The station is located in West Covina,
California.  A second station,  also in West Covina is under contract on similar
terms and $30,000 is in escrow for that purchase. A total of $425,000 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. This fund
is willing to lend an additional $350,000 to purchase the second station and for
working capital.

      Our cumulative losses through December 31, 2004 were $70,421.  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 3.  Controls and Procedures.
..
     a) Evaluation of disclosure controls and procedures.

     Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities  Exchange  Act of  1934,  as of  December  30,  2004.  Based  on this
evaluation,  our principal executive officer and our principal financial officer
concluded  that,  as of the  end of the  period  covered  by  this  report,  our
disclosure  controls and procedures  were  effective and adequately  designed to
ensure that the  information  required to be  disclosed  by us in the reports we
file or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported  within the time periods  specified in applicable  rules
and forms.

     (b) Changes in internal controls over financial reporting.

         During the quarter ended December 31, 2004, there has been no change in
our internal control over financial reporting that has materially  affected,  or
is reasonably likely to materially  affect,  our internal control over financial
reporting.

                                          PART II.  OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS  -  None

Item 2.           CHANGES IN SECURITIES - None
                  ---------------------

Item 3.           DEFAULTS UPON SENIOR SECURITIES - None
                  -------------------------------

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None
                  ---------------------------------------------------

Item 5.           OTHER INFORMATION - None

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  Exhibits--None

                  Reports on Form 8-K--None.


<PAGE>


                                                  SIGNATURES

        Pursuant to the requirements 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.


                                               CALIFORNIA SERVICE STATIONS, INC.



Date:   February 18, 2005                                    By:/s/ Jehu Hand
                                                                   Jehu Hand,
                                                                Chief Financial
                                                Officer (chief financial officer
                                                and accounting officer and duly
                                                            authorized officer)