UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 120, ~~2005~~2006

~~UCLUELET~~CALIFORNIA ~~EXPLORATION~~OIL ~~CORP.~~& GAS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-50375

(Commission File Number)

98-0389524

(IRS Employer Identification No.)

#~~1156~~312, 407 – ~~145~~2nd ~~Tyee~~Street ~~Drive~~SW, ~~Point~~Calgary, ~~Roberts~~AB, ~~WA 98281~~T2P 2Y3

(Address of principal executive offices and Zip Code)

~~778~~403-~~863~~261-~~2751~~1965

Registrant's telephone number, including area code

~~Not~~#1156 ~~Applicable~~– 145 Tyee Drive, Point Roberts, WA 98281

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers~~Agreement

OnItem ~~March~~3.02 1,Unregistered ~~2005,~~Sales ~~Earle Pasquill resigned as one~~ of ~~our~~Equity ~~directors.~~Securities

On ~~January~~March 1320, 2006, ~~David~~we ~~Heel~~closed ~~resigned~~a asprivate ~~our~~placement ~~president~~with two offshore investors for an aggregate of 2,220,000 ~~secretary~~units, ~~treasurer~~with ~~and~~each ~~director,~~unit consisting of one common share and ~~John~~one-half ~~McLeod~~of ~~was~~one ~~appointed~~common inshare ~~his~~purchase ~~place~~warrant, asat ~~our~~a ~~new~~price ~~president~~of $0.45 per unit, ~~secretary~~for ~~and~~gross ~~treasurer~~proceeds of $999,000. ~~John~~Each ~~McLeod~~full iswarrant ~~currently~~entitles the ~~sole~~holder ~~member~~thereof to purchase one additional common share at a price of ~~our~~$0.55 ~~board~~per share for a period of ~~directors~~one year. The form of subscription agreement is attached as exhibit 10.1 to this Form 8-K.

-We 2intend -to use the proceeds of the private placement towards the acquisition and immediate development of oil and gas projects, both domestically and internationally.

~~SIGNATURES~~- 2 -

~~Pursuant~~The subscription agreements with respect to these private placements were delivered and signed outside of the ~~requirements~~United States, and the units will be issued outside of the ~~Securities~~United ~~Exchange~~States to two persons who are not U.S. persons (as that term is defined in Regulation S promulgated under the Securities Act of ~~1934,~~1933). In ~~the~~entering ~~registrant~~into ~~has~~these ~~duly~~subscription ~~caused~~agreements ~~this~~and ~~report~~in toissuing the securities we are and will be ~~signed~~relying on ~~its~~the ~~behalf~~exemption from registration provided by Regulation S promulgated under the ~~undersigned~~Securities ~~hereunto~~Act ~~duly~~of ~~authorized~~1933.

~~UCLUELET~~Item ~~EXPLORATION~~9.01. ~~CORP~~Financial Statements and Exhibits.

/s/ John McLeod

10.1	Form of subscription agreement.
99.1	News Release dated March 6, 2006.

~~John McLeod,~~SIGNATURES

~~President,~~Pursuant ~~Secretary~~to the requirements of the Securities Exchange Act of 1934, ~~Treasurer~~the ~~and~~registrant ~~Director~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date:~~CALIFORNIA ~~January~~OIL ~~13,~~& ~~2006~~GAS CORPORATION

/s/ John McLeod

John McLeod,

President, Secretary, Treasurer and Director

Date: March 21, 2006

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