10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended  February 28, 2006

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

For the transition period from _________ to __________

Commission file number  000-50375

California Oil & Gas Corporation

(Exact name of small business issuer as specified in its charter)

Nevada	98-0389524
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

#312, 407 – 2nd Street SW, Calgary, Alberta, T2P 2Y3

(Address of principal executive offices)

(403) 261-1965

(Issuer’s telephone number)

Ucluelet Exploration Corp.
1156-145 Tyee Drive, Point Roberts, Washington, 98281

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x     No [ ]

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

37,038,000common shares issued and outstanding as of April 7, 2006.

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

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

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PART I

Item 1. Financial Statements

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

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CALIFORNIA OIL & GAS CORPORATION (formerly Ucluelet Exploration Corp.) (An Exploration Stage Company)
BALANCE SHEET (Unaudited) February 28, 2006
	2006 $
ASSETS
Current
Cash		25,646
Deposit		50,000
Total Assets		75,646
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current
Accounts payable		16,121
Shareholder advances		8,800
Loan payable - related party		75,000
Total current liabilities		99,921
Shareholders’ deficit
Common stock, $0.001 par value, 600,000,000 shares authorized,
34,818,000 shares issued and outstanding		34,818
Additional paid-in capital		78,529
Accumulated deficit during exploration stage		(137,622)
Total Shareholders’ Deficit		(24,275)
Total Liabilities and Shareholders’ Deficit		75,646
See accompanying notes to financial statements.

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CALIFORNIA OIL & GAS CORPORATION (formerly Ucluelet Exploration Corp.) (An Exploration Stage Company)
STATEMENT OF OPERATIONS (Unaudited) For the three months ended February 28, 2006 and 2005 and Period from June 21, 2002 (Inception) through February 28, 2006
	Three months ended February 28th 2006 $	Three months ended February 28th 2005 $	Inception through February 28th 2006 $
Expenses
Mining and exploration	-	-	95,039
General and administrative	11,149	2,183	42,583
Net Loss	(11,149)	(2,183)	(137,622)
Net loss per share Basic and diluted	(-)	(-)
Weighted average shares outstanding Basic and diluted	59,018,000	74,418,000
See accompanying notes to financial statements.

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CALIFORNIA OIL & GAS CORPORATION (formerly Ucluelet Exploration Corp.) (An Exploration Stage Company)
STATEMENT OF CASH FLOWS (Unaudited) For the three months ended February 28, 2006 and 2005 and Period from June 21, 2002 (Inception) through February 28, 2006
	Three months ended February 28th 2006 $	Three months ended February 28th 2005 $	Inception through February 28th 2006 $
Cash flows from operating activities
Net loss	(11,149)	(2,183)	(137,622)
Adjustments to reconcile net deficit to cash
used by operation activities:
Expenses paid by shareholder	-	-	1,272
Net changes in:
Deposits	(50,000)	-	(50,000)
Accounts payable	11,105	2,140	16,121
Net cash flows used in operation activities	(50,044)	(43)	(170,229)
Cash flows from financing activities
Proceeds from sale of common stock	-	-	112,075
Proceeds from shareholder advances	-	-	8,800
Proceeds from note	75,000	-	75,000
Net cash flows from investing activities	75,000	-	195,875
Net increase (decrease) in cash	24,956	(43)	25,646
Cash, beginning of year	690	676	-
Cash, end of year	25,646	633	25,646
See accompanying notes to financial statements.

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CALIFORNIA OIL & GAS CORPORATION

(formerly Ucluelet Exploration Corp.)

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

February 28, 2006

NOTE 1 Basis of Presentation

The accompanying unaudited interim financial statements of California Oil & Gas Corporation (formerly Ucluelet Exploration Corp.) (the “Company”) have been prepared in accordance with accounting principals generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end November 30, 2005 as reported in Form 10-KSB, have been omitted.

NOTE 2 Common Stock

On January 18, 2006, the board of directors approved a three (3) for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. California amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein it stated that it would issue three shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in the Articles of Incorporation was effected with the Nevada Secretary of State on January 18, 2006. As a result, the authorized capital increased from 200,000,000 to 600,000,000 shares of common stock with a par value of $0.001. The stock split is presented retroactively in these financial statements.

On January 16, 2006, as part of our restructuring plan to make the Company more attractive for prospective financing or other transactions, 39,600,000 (post split) shares of common stock were returned to treasury. This decreased the issued and outstanding share capital from 74,418,000 (post split) shares of common stock to 34,818,000 (post split) shares of common stock.

On December 20, 2004, our board of directors of the Corporation approved an eight (8) for one (1) forward stock split (the "Forward Stock Split") of our authorized, issued and outstanding common stock. The Forward Stock Split was effected with the Nevada Secretary of State on December 21, 2004 and the record date was as of December 31, 2004. As a result, our authorized capital increased from 25,000,000 to 200,000,000 shares of common stock with a par value of $0.001. The ratio of distribution was an additional seven (7) shares of common stock for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the Forward Stock Split. All share and per share amounts have been restated to reflect the retroactive effect of the stock split.

In December 2003, California sold 4,632,000 (post split) common shares to individuals for proceeds of $19,300. In the year ended November 30, 2003, California sold 21,786,000 (post split) common shares to individuals for proceeds of $90,775.

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In June 2002, California issued 48,000,000 (post split) common shares to its founders for proceeds of $2,000.

NOTE 3 Mineral Properties

In January, 2003 David Heel, our former President and director acquired sixteen mineral claims entitled the Kennedy Lake property covering approximately 1,000 acres of land located approximately 82 miles west of Nanaimo, British Columbia, Canada, approximately 10 miles north from the town of Ucluelet on Vancouver Island. We intended to conduct additional exploration to determine the amount of minerals, if any, that existed on the property and if any minerals found could be economically extracted and profitably processed. However, we no longer hold title to these sixteen mineral claims comprising the Kennedy Lake property. Our preliminary exploratory evaluations of this property did not look promising and due to our lack of sufficient funding to continue with our exploration program, we permitted all sixteen of the Kennedy Lake mineral claims to lapse in February 2005.

In January 2004, the Company entered into an agreement to acquire a 100% interest in a mineral claim referred to as the “Hit Property.” The agreement states that the Company must pay $10,000 CAD on the effective date, $20,000 CAD one year from the effective date, $30,000 CAD two years from the effective date, and $40,000 CAD three years from the effective date. The Company will also pay a royalty equal to 2% of net smelter returns.

Due to lack of funding to make the necessary option payment, the Company negotiated a written waiver with the optionor dated January 29, 2005 pursuant to which the time to make the payment due by January 29, 2005 (one year from the effective date) was extended until July 29, 2005. The Company was unable to raise funds to retain this option in good standing by making the option payment on July 29, 2005. On October 1, 2005 the optionor notified the Company of termination of the option agreement.

NOTE 4 Loan Payable – Related Party

On January 23, 2006, the Company received a loan from a related party of $75,000. The loan bears interest at a rate of 10% per annum. The loan and interest are to be re-paid in full 15 days from the completion of an equity financing of $250,000 or more by the Company. This loan was repaid subsequent to the end of the period with the proceeds from the private placement.

NOTE 5 Corporate Events

On January 13, 2006, David Heel resigned as the Company’s president, secretary, treasurer and director, and John McLeod was appointed in his place as the new president, secretary and treasurer. John McLeod is currently the sole member of the board of directors.

On January 26, 2006, the Company changed its name to California Oil & Gas Corporation by effecting a merger with a newly created wholly owned Nevada subsidiary named California Oil & Gas Corporation, which the Company had incorporated for that purpose. The Company entered into an agreement and plan of merger dated January 26, 2006 with this wholly-owned subsidiary whereby the subsidiary would merge into the Company. The Company, now called California Oil

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& Gas Corporation, was the surviving company in the merger, which was effected January 31, 2006. The newly created subsidiary disappeared in the merger.

The Company is in the process of negotiating a seismic option on a prospective acreage block in California, in connection with which its potential joint venture partner requested proof that funds would be available for certain preliminary funding requirements. The Company deposited $50,000 in trust with its potential joint venture partner’s law firm. The deposit is fully refundable if an acceptable seismic option is not obtained.

Efforts to obtain the seismic option have been unsuccessful through the date of this quarterly report on Form 10-QSB. If no progress is made in the near future, the deposit will be returned to the Company.

NOTE 6 Subsequent Event

On March 20, 2006 the Company closed a private placement receiving proceeds of $999,000 for 2,220,000 units. Each unit consists of one share of common stock and one half of one share purchase warrant. A whole warrant entitles the purchaser to purchase an additional common share at a price of $0.55.

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Item2.    Management’s Discussion and Analysis and Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section of this quarterly report on Form 10-QSB entitled “Risk Factors” beginning at page 13, below, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “CDN$” refer to Canadian dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, and “California Oil “ mean California Oil & Gas Corporation, unless otherwise indicated.

Background

We were incorporated under the laws of the State of Nevada on June 21, 2002 under the name Ucluelet Exploration Corp. On December 21, 2004, we amended our articles of incorporation to effect an eight (8) for one (1) forward split of our authorized capital, increasing our authorized capital from 25,000,000 shares of common stock with a par value of $0.001 per share to 200,000,000 shares of common stock with a par value of $0.001 per share. On January 18, 2006, we again amended our articles of incorporation to effect a three (3) for one (1) forward split of our authorized capital, increasing our authorized capital from 200,000,000 common shares with a par value of $0.001 per share to 600,000,000 shares of common stock with a par value of $0.001 per share.

On January 26, 2006, we changed our name to California Oil & Gas Corporation. We effected this change of name by merging our company with a wholly owned subsidiary of our corporation that we had formed specifically for this purpose. Our company was the surviving company in the merger.

From inception on June 21, 2002 until the last quarter of calendar year 2005, we were engaged in the business of exploring mineral resource properties located on Vancouver Island in British Columbia, Canada.

In January 2003, David Heel, our former president and a former director, acquired sixteen mineral claims located on Vancouver Island and known, collectively, as the ‘Kennedy Lake Property’. These claims were recorded in Mr. Heel’s name to avoid paying additional fees but title to the claims was conveyed to us by an unrecorded deed (an unrecorded deed is a deed that effects a transfer of title but is not filed with the British Columbia Land Title Office). Our evaluation of the exploration results on the Kennedy Lake Property lead us to conclude that it did not merit further exploration and we permitted all of these mineral claims to lapse in February 2005.

In January 2004, we purchased an option to acquire up to a 100% interest in a 23 mineral claims located in Aspen Grove, British Columbia and known, collectively, as the Hit Property. We were required to make periodic payments to the optionor. The first of these was a payment of $20,000 due on or before January 29, 2005 We did not have the financial resources to pay this option

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payment on January 29, 2005, but the optionor gave us an extension of time to make the payment until July 29, 2005. We did not have the financial resources to make this option payment on July 29, 2005 and, on October 1, 2005, the optionor terminated the option agreement.

In light of our inability to finance the acquisition and exploration of our mineral properties, our management decided to look for other business opportunities during the fourth quarter of calendar year 2005. Mr. Heel resigned from our board of directors and from his offices with our company on January 13, 2006. Mr. John Mcleod, who was appointed to our board of directors on November 3, 2005, was appointed as our President, Secretary and Treasurer on January 18, 2006. Mr. Mcleod has extensive experience in the oil and gas industry, and our board decided that it was in the best interest of our company to discontinue our involvement in the mineral exploration business and to become engaged in the oil and gas business.

Other than as set out above, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

Currently, oil and natural gas prices are at high levels. We believe that prices are likely to remain at high levels for the foreseeable future and that this will make the oil and gas industry attractive to investors, enabling relatively quick growth. We are in the process of assembling an experienced and senior team of professionals to evaluate available oil and gas prospects. If we can successfully assemble this team, we hope to use it to quickly and accurately evaluate prospective oil and gas opportunities and to negotiate for their acquisition. If we can successfully acquire one or more oil and gas properties, we hope to employ this team in the application of modern exploration, development and production techniques in respect of any properties that we acquire.

We are currently in the development stages of our engagement in the oil and gas business. We are currently looking to acquire one or more oil and gas opportunities in the State of California. We don not currently own any such properties and there can be no assurance that we will be successful in identifying or acquiring any.

Plan of Operation and Cash Requirements

We are in the process of negotiating a seismic option on a prospective acreage block in California, in connection with which our potential joint venture partner requested proof that funds would be available for certain preliminary funding requirements. We deposited $50,000 in trust with our potential joint venture partner’s law firm. The deposit is fully refundable if an acceptable seismic option is not obtained.

Efforts to obtain the seismic option have been unsuccessful through the date of this quarterly report on Form 10-QSB. If no progress is made in the near future, the deposit will be returned to us.

On March 12, 2006, we entered into an agreement with Nomad Hydrocarbons LLC whereby we agreed to participate with Nomad and others in leasing oil and gas prospects located in the San Joaquin Basin of California. Five prospect areas have been identified within the area of interest and we are advised that Nomad has begun to negotiate leases for acreage within the prospect areas.

If and at such time as a sufficient number of oil and gas leases in a prospect area are negotiated and signed, Nomad plans to conduct a 3D seismic survey of the entire area of interest. Depending on the results of the 3D Seismic survey, Nomad, assisted by our company and others that have agreed to participate in exploration activities in the area of interest, plans to drill exploration and development wells.

During the next 12 months, we plan to assess and, if possible, obtain interests in one or more oil and gas properties, either prospective, producing or capable of production. The types of interests that we could acquire will vary depending on circumstance, and could consist of a purchase or lease from the mineral rights owner, a ‘farm-in’ where rights are earned by conducting work (normally seismic or drilling), a purchase of an interest in other companies, a partnership with another company or an individual, or any combination of these or other methods that we have not yet identified. There can be no assurance that we will be able to identify any properties as being available or that, upon assessment of these properties, we will decide to acquire them. Even if we decide to acquire an oil or gas property, there can be no assurance that we will be able to acquire it or, having acquired it, that we will be able to explore and develop it into a producing property.

If we acquire one or more suitable properties, we intend to explore for hydrocarbons. If we locate hydrocarbons in commercial quantities on any property that we acquire, we hope either to place them into production or sell them for a profit. There can be no assurance that we will identify any commercial hydrocarbons on any property that we acquire, nor that we will be able to raise

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the financing needed in order to properly explore and develop these properties.

Over the next 12 months, we plan to spend as follows:

•	Geological and Geological Fees	$ 60,000. USD
•	Mineral (Oil & Gas) Lease Acquisition	$ 100,000. USD
•	3D Seismic Acquisition	$ 200,000. USD
•	3D Seismic Interpretation	$	50,000. USD
•	Drilling	$ 400,000. USD
•	General & Administrative Expenses	$ 100,000. USD

We expect that our estimate of working capital requirements will increase substantially if we identify, assess and acquire one or more oil and gas exploration or development properties during the year. The amount of the increase will depend, to a large extent, on the nature of the properties identified, if any, and the stage of exploration or development of that property at the time.

At February 28, 2006, we had net working capital deficiency of $(13,170). On March 20, 2006, we closed a private placement in which we raised gross proceeds of $999,000. Based on our current plan of operations, we believe that we have sufficient funds to pay for our operations over the next 12 months provided that we do not, during this time, identify and acquire any more oil and gas properties. If we do acquire one or more oil and gas properties, our working capital requirements would increase and at that time we will require additional funds in order to continue our operations. We have historically raised our working capital needs through the sale of equity securities in our company and through short term debt. If our working capital requirements over the next 12 months increase to an amount in excess of the working capital on hand at the time, we hope to raise the necessary amount of capital through the sale of additional equity in our company. If are unable to raise that additional financing when and if we require it, we may be forced to scale back our operations plan.

Product Research and Development

Our business plan is focused on a strategy of acquiring and maximizing the long-term exploration and development of oil and gas opportunities in California. To date, execution of our business plan has largely focused on assessing prospective oil and gas interests. Once we acquire a suitable oil and gas exploration property, we intend to implement an exploration and development plan.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding oil and gas activities) over the next twelve months ending April 30, 2007.

Employees

We do not currently have any employees, other than Mr. McLeod, our sole director and officer who, at present, has not signed an employment or consulting agreement with us. We do not expect any material changes in the number of employees over the next 12 month period, although we may enter into employment or consulting agreements with our officers or directors. We do and will continue to outsource contract employment as needed.

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Recently Issued Accounting Standards

In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 151 (“SFAS 151”), “Inventory Costs.” SFAS 151 amends the guidance in APB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current period charges regardless of whether they meet the criteria of “so abnormal.” In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS 151 is effective for financial statements issued for fiscal years beginning after June 15, 2005. Management does not believe the adoption of SFAS 151 will have a material affect on the financial statements.

In December 2004, the FASB issued SFAS No. 153 (“SFAS 153”), “Exchanges of Nonmonetary Assets.” SFAS 153 amends the guidance in APB No. 29, “Accounting for Nonmonetary Assets.” APB No. 29 was based on the principle that exchanges of nonmonetary assets should be measured on the fair value of the assets exchanged. SFAS 153 amends APB No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for financial statements issued for fiscal years beginning after June 15, 2005. Management does not believe the adoption of SFAS 153 will have a material affect on the financial statements.

In December 2004, the FASB revised SFAS No. 123 (“SFAS 123(R)”), “Share-Based Payment.” The SFAS 123(R) revision established standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services and focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. It does not change the accounting guidance for share-based payment transactions with parties other than employees. For public entities that do not file as small business issuers, the revisions to SFAS 123 are effective as of the beginning of the first interim or annual reporting period that begins after June 15, 2005. Management has not yet determined the effects of adopting this statement on the Company’s financial position or results of operations.

The adoption of these new pronouncements is not expected to have a material effect on our financial position or results of operations.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, our independent auditor’s report dated February 23, 2006 on our audited financial statements in our Form 10-KSB for the year ended November 30, 2005 included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

We have historically incurred losses. During the period beginning at inception and ending February 28, 2006, we have incurred losses of $(126,517). We have never earned any revenue from operations.

There are no assurances that we will be able to acquire an oil and gas property that would produce revenue from its operation or development. If we do acquire such a property, there can be no assurance that we will be able to finance its acquisition or the cost of its development. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are not sufficient to satisfy our working capital requirements, we will have to raise additional working capital. No assurance can be given that additional financing will be available,

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or if available, will be on terms acceptable to us. If adequate working capital is not available we may not be able to implement our business plan, or we may be forced to scale our business plan back.

These conditions raise substantial doubt about our ability to continue as a going concern. These circumstances caused our independent auditors to include an explanatory paragraph in their report dated February 23, 2006, regarding their concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-QSB in evaluating our company and our business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Relating to Our Business:

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We incurred net losses of $(44) for the three months ended February 28, 2006 and $(43) for the three months ended February 28, 2005. On February 28, 2006, we had cash of $25,646 and a net working capital deficiency of $(13,170). On March 20, 2006, we closed a private placement in which we raised gross proceeds of $999,000. Based on our current plan of operations, we have sufficient funds to pay for our operations for the next 12 months if we do not identify and acquire any one or more oil and gas properties. However, our business plan contemplates that we will acquire one or more oil and gas properties and, if we do so, our working capital requirements will probably be higher than the amount of working capital on hand at the time. We have historically raised our working capital needs through the sale of equity securities in our company and through short term debt. If our working capital requirements over the next 12 months increase to an amount in excess of the working capital on hand at the time, we hope to raise the necessary amount of capital through the sale of additional equity in our company. We may not be able to raise this money. If are unable to raise it when and if we require it, our ability to effect our business plan will be materially and adversely affected. These circumstances caused our independent auditors to include an explanatory paragraph in their report dated February 23, 2006, regarding their concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

If we are unable to obtain additional funding our business operations will be harmed and if we do obtain additional financing our then existing shareholders may suffer substantial dilution.

If we identify one or more oil and gas properties during the next 12 months that we desire to acquire, we will require additional funds to acquire, explore and develop them, if warranted. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations and have no significant assets other than cash. We have yet to generate any revenue from operations and there can be no assurance that we will ever be able to do so. Even if we manage to generate revenue from operations, there can be no assurance that we will ever be able to operate profitably. Our company has no operating

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history in the oil and gas business and is in the development stage. Our success depends on, among other things, a successful acquisition, drilling, completion and production program and the ability to manage them. If we fail to acquire an oil and gas property, or if we fail to locate recoverable reserves on that property or to exploit them, or if we fail to manage our growth through these processes, our business may fail.

If we are unable to retain the services of Mr. McLeod or if we are unable to successfully recruit qualified managerial and field personnel having experience in oil and gas exploration, we may not be able to continue our operations.

Our success depends to a significant extent upon the continued service of Mr. John McLeod, our president, treasurer, secretary and sole director. Loss of the services of Mr. McLeod could have a material adverse effect on our growth, revenues and prospective business. We do not maintain key-man insurance on the life of Mr. McLeod. In addition, in order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial and field personnel having experience in the oil and gas exploration business. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.

The oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring leases.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies which have substantially greater technical, financial and operational resources and staff. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed.

There can be no assurance that we will identify and acquire an oil and gas exploration property. Even if we do acquire such a property, there can be no assurance that we will discover oil or gas in any commercial quantity thereon.

Exploration for economic reserves of oil and gas is subject to a number of risks. There is competition for the acquisition of available oil and gas properties. Even if we are able to acquire an oil and gas exploration property, few properties that are explored are ultimately developed into producing oil and/or gas wells. If we cannot acquire one or more oil and gas exploration properties and discover oil or gas in any commercial quantity thereon, our business will fail.

Even if we acquire an oil and gas exploration property and establish that it contains oil or gas in commercially exploitable quantities, the potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls or any combination of these and other factors, and respond to changes in domestic, international, political, social and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. In addition, adverse weather conditions can hinder drilling operations. These changes and events may materially affect our future financial performance. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.

In addition, a productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. Production from any well may be unmarketable if it is impregnated with water or other deleterious substances. Also, the marketability of oil and gas which may be acquired or discovered will be affected by numerous related factors, including the proximity and capacity of oil and gas pipelines

- 15 -

and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection, all of which could result in greater expenses than revenue generated by the well.

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

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

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

Oil and gas operations are subject to federal, state and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that we will be able to obtain the necessary permits. Environmental standards imposed by federal, provincial or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in the future and this may affect our ability to expand or maintain our operations.

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

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

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

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

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

Risks Relating to Our Shares of Common Stock:

Our shares of common stock are subject to the “penny stock” rules of the Securities and Exchange Commission and the trading market in our securities is limited, which makes transactions in our shares of common stock cumbersome and may reduce the value of an investment in our shares of common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

- that a broker or dealer approve a person’s account for transactions in penny stocks; and

- the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

- obtain financial information and investment experience objectives of the person; and

- make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

- sets forth the basis on which the broker or dealer made the suitability determination; and

- that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our shares of common stock and cause a decline in the market value of our shares of common stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

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John Mcleod, our sole officer and director, owns a total of 7,950,000 shares of our company. He may sell some of these shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.

Our sole officer and director owns a total of 7,950,000 shares of stock, which is 21.5% of the number of our shares of common stock that are currently issued and outstanding. Subject to all holding periods under applicable securities laws, Mr. Mcleod will likely sell a portion or all of his stock in the future. If he does sell his stock into the market, the sales may cause the market price of the stock to drop.

National Association of Securities Dealers Inc. sales practice requirements may also limit a stockholder’s ability to buy and sell our shares of common stock.

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

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Volatility of Stock Price.

In the future, the trading price of our common shares may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition, the stock market in general, and the market for oil and gas exploration and development companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

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

Item 3. Controls and Procedures

As required under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being February 28, 2006. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s president. Based upon that evaluation, our company’s president concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our company’s internal controls or in other factors, which could affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

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be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president as appropriate, to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

On March 20, 2006, we closed a private placement of an aggregate of 2,220,000 units, with each unit consisting of one common share and one-half of one common share purchase warrant, at a price of $0.45 per unit, for gross proceeds of $999,000. Each full warrant entitles the holder thereof to purchase one additional common share at a price of $0.55 per share for a period of one year. We issued the securities to two offshore investors who are not U.S. persons (as that term is defined in Regulation S promulgated under the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

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.

Exhibits Required by Item 601 of Regulation S-B.

Exhibit Number/Description

(3) Charter and By-laws

3.1           Articles of Incorporation (incorporated by reference to the Company’s SB-2 Registration Statement filed January 23, 2003).

3.2 Bylaws (incorporated by reference to the Company’s SB-2 Registration Statement filed January 23, 2003).

3.3          Certificate of Amendment filed with the Nevada Secretary of State on December 21, 2004. (incorporated by reference to our Current Report on Form 8-K filed on December 22, 2004)

3.4          Certificate of Change filed with the Nevada Secretary of State on January 18, 2006 (incorporated by reference to our Current Report on Form 8-K filed on January 26, 2006).

3.5           Articles of Merger filed with the Nevada Secretary of State on January 31, 2006 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2006).

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(10) Material Contracts

10.1         Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on March 21, 2006).

10.2	Letter of Intent between the Company and Nomad Hydrocarbons LLC (filed herewith).
(31)	Section 302 Certification
31.1	Section 302 Certification (filed herewith).
(32)	Section 906 Certification
32.1	Section 906 Certification (filed herewith).

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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.

CALIFORNIA OIL & GAS CORPORATION

By:

/s/ John McLeod                                               

John McLeod, President, Treasurer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

Date: April 13, 2006

EX-10

California Oil&Gas Corp. March 12, 2006

312 Canada Place

Calgary, Alberta

Attn: John McLeod, President

Re: Letter of Intent- California Oil Exploration Projects in Kern County

Dear Sir;

Further to our meetings and discussions Nomad Hydrocarbons LLC (NHL), a Delaware Registered Limited Liability Corporation with administrative offices at Calgary Alberta, is proposing to enter into an agreement by way of Letter of Intent with California Oil & Gas Corp. (COGC), a Nevada incorporated public corporation, listed on the OTC, with administrative offices at Calgary Alberta, concerning the development of NHL’s 50% working interest in an oil exploration and development Joint Venture (JV) of the East Slopes Area of the San Joachin Basin of California situated in Kern County.

A. The Current Joint Venture:

NHL is a 50% partner with Daybreak Oil and Gas Inc. (Daybreak), a public US corporation with head offices at Spokane Washington, in a Joint Venture to develop an Area of Mutual Interest (AMI) of over 11 Townships in extent in the East Slopes area of the San Joachin Basin of California. A map of the AMI is attached as Schedule A hereto. The AMI has been mapped and the Project developed by a group of geologists and geophysicists in Bakersfield California, headed by Chet Pohle (the Geoscience Team).

The JV partners are currently assembling leases in core areas; within the AMI, as well as assembling technical data including; aero-magnetic survey data; gravity data; production data and log analysis and mapping; and have reviewed potentially available satellite and 2-D data. Next this data will be processed and interpreted preliminary to further assembly of leases and seismic options for more intensive and focused data acquisition and exploration play mapping, preliminary to a drilling and development program and preliminary to development of further core areas.

phone: 403. 874-0830 fax: 403. 289-3057

email: hhcec@telus.net

312 Canada Place

407 – 2nd Street SW

Calgary, Alberta, Canada

T2P 0Y3

Hans W.B. Heumann, CFO

B. The Proposed Farm-in:

NHL is herby proposing that COGC farm-in to 50% of NHL’s interests (subject NHL’s rights and obligation pursuant to NHL’s rights and obligations pursuant to agreements with Daybreak and with the Geoscience Team,) in the planned program on the following terms:

1. NHL will operate the drilling program and the wells and will pay all lease assembly and 3-D Seismic Costs;

2. The drilling program will be for a minimum of 3 wells and COGC will pay 100% of NHL’s portion of the costs of site preparation, surface access, drilling, completions, equipping and facilities and tie-ins for 75% BPO and 50% APO (the costs are as to 50% of NHL’s portion of costs i.e. a net 25%). Following the 3 well program, COGC will have earned 25% of NHL’s interests in the core area (i.e. a net 12.5%);

3. COGC will be given a Right of First Refusal (ROFR) to participate to the extent of 50% of NHL’s interests in similar 3 well minimum programs in the other Core Areas in the AMI and in any additional Core Areas created by NHL in the AMI. These Core Areas will be a minimum of 2 Sections and a maximum of 10 Sections in areal extent. Farm-in terms to these additional Core Areas will be the same as above.

The above ROFR’s will be exercised upon 30 days written notice which notice shall specify the terms and conditions of the farm-in as well as provide a cash call for the 3 well program. If the ROFR is exercised by notice in writing to NHL, it shall be accompanied by a certified cheque or bank draft payable in trust to NHL’S solicitors, Davis and Company in Calgary Alberta in the amount of the cash call. NHL shall operate all exploration programs and also conduct production operations. The above ROFR’s shall terminate upon COGC being unable or unwilling to participate in 2 Core Area Drilling Programs in a row.

Upon the acceptance hereof COGC shall pay a non refundable deposit of $ 100,000 in trust to NHL’s solicitors on or before March 22^nd, 2006. This deposit shall be credited to the first cash call respecting the first drilling program. In the event that COGC is unable or unwilling

to participate in the said Program or fails to pay its cash calls in a timely manner, the said deposit is forfeit and is treated as a genuine pre-estimate of damages and not as a penalty. Similarly, COGC will not be liable for any damages in excess of the deposit in relation to the said drilling program.

phone: 403. 874-0830 fax: 403. 289-3057

email: hhcec@telus.net

Non-Competition

COGC shall not, without the express written consent of NHL, acquire any oil and gas interests within the AMI, nor participate in any drilling programs or other oil and gas operations within the AMI other than pursuant to this agreement for so long as NHL is active within the AMI and for a period of 2 years thereafter, or such longer period as required to fulfill the obligations of the agreement with the JV partners and the Geoscience Team as attached hereto or as may otherwise arise.

No Press Releases are to be made in respect of this agreement nor in respect of the Exploration Program due to the sensitive nature of leasing efforts and costs associated therewith, save as may be approved by the Parties and as may be required by law.

If the above is accepted as to the Terms and Conditions of a Letter of Intent between NHL and COGC, then please sign below where indicated and return a signed copy hereof to me on or before 5 PM March 17th, 2006, which is also the deadline for approval of this Proposed Letter of

Intent by the Board of Directors of COGC. This LOI is subject to all requisite approvals by the applicable regulatory authorities and the Board of Directors of COGC which approvals are to be obtained on or before March 22nd, 2006.

Sincerely yours,

/s/ Hans Heumann

Hans Heumann, CFO

phone: 403. 874-0830 fax: 403. 289-3057

email: hhcec@telus.net

Approved by the Board of Managers of Nomad Hydrocarbons LLC

/s/ Hans Heumann		/s/ John G.F. McLeod		/s/ Nathan Hansen
________________________	___________________________		______________________
Hans Heumann		John G.F. McLeod		Nathan Hansen

The Undersigned Agree to the Terms and Conditions of the Above Letter of Intent

Dated at Calgary Alberta on the 20th day of March, 2006

/s/ John G.F. McLeod

Per: California Oil&Gas Corp.

John G.F. McLeod, President

phone: 403. 874-0830 fax: 403. 289-3057

email: hhcec@telus.net

EX-31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John McLeod, President, Treasurer, Secretary and a director of California Oil & Gas Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of California Oil & Gas Corporation;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.            The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)          Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)           Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.            The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 13, 2006

/s/ John McLeod                                               

John McLeod

President, Treasurer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, John McLeod, President, Treasurer, Secretary and a director of California Oil & Gas Corporation, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           the quarterly report on Form 10-QSB of California Oil & Gas Corporation for the three month period ended February 28, 2006 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of California Oil & Gas Corporation

Date: April 13, 2006

/s/ John McLeod                                               

John McLeod

President, Treasurer, Secretary and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)