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

  X      Quarterly Report pursuant to Section 13 or 15(d) of the Securities
-----    Exchange Act of 1934
         For the fiscal quarter ended September 30, 2001

         Transition Report under Section 13 or 15(d) of the Securities
-------  Exchange Act of 1934.
         For the transition period from _____ to _____.

         Commission File No. 0-26669

                             Can-Cal Resources, Ltd.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

             Nevada                                  88-0336988
----------------------------------     -----------------------------------------
 (State or other jurisdiction of         (I.R.S. Employer Identification No.)
 incorporation or organization)

                    8221 Creta Blue Lane, Las Vegas, NV 89128
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 243-1849
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                                      N/A
--------------------------------------------------------------------------------
              (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
                                                           -------      -------

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

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan by a court.
                                                       Yes    X      No
                                                           -------      -------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

               Class                        Outstanding on September 30, 2001
----------------------------------     -----------------------------------------
  Common Stock, Par Value $.001.                        9,372,791

Transitional Small Business Disclosure Format (Check one): Yes        No  X    .
                                                               -----    -----

                                        1

<PAGE>



                           FORWARD LOOKING STATEMENTS


     Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 provide a "safe harbor" for forward looking statements that
are based on current expectations,  estimates and projections,  and management's
beliefs  and  assumptions.  Words  such  as  "believes,"  "expects,"  "intends,"
"plans,"   "estimates,"  "may,"  "attempt,"  "will,"  "goal,"   "promising,"  or
variations of such words and similar  expressions  are intended to identify such
forward-looking  statements.  These  statements  are not  guarantees  of  future
performance and involve certain risks and  uncertainties  which are difficult or
impossible  to  predict.  Therefore,  actual  outcomes  and  results  may differ
materially  from  what is  expressed  or  forecasted  in such  forward-  looking
statements.  The  Company  undertakes  no  obligation  to  update  publicly  any
forward-looking statement whether as a result of new information,  future events
or otherwise.

     Such  risks  and  uncertainties  include,  but  are  not  limited  to,  the
availability  of ore;  negative or inconsistent  test results,  the existence of
precious  metals in the ore  available to the Company in an amount which permits
their production on an economic basis; the Company's  ability to drill holes and
properly test and assay samples,  and its ability to locate and acquire  mineral
properties which contain  sufficient  grades of precious metals and/or minerals;
the  Company's  ability  to sell a portion  or all of any of its  properties  to
larger  mining  companies,  or to  enter  into  agreements  with  larger  mining
companies to explore and possibly  develop its properties;  to produce  precious
metals on a commercial basis, the prices of precious metals; obtaining a mill or
refinery  to  extract  precious  metals on an  economic  basis;  the  ability to
maintain the facilities it currently  utilizes;  obtain permitting  requirements
for any mining and milling operations and pay the costs thereof; have good title
to claims and equipment; and the Company's ability to obtain financing necessary
to maintain its operations.




                                        2

<PAGE>



                                    CONTENTS



                                                                        PAGE NO.

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Independent accountants' report                                   4

          Interim balance sheets                                            5

          Interim statements of operations                                  6

          Interim statements of changes in stockholders' deficit            7

          Interim statements of cash flows                                  8

          Notes to interim financial statements                          9-12

          Supplementary schedule:
            Supplemental schedule I--
            Operating, general and administrative expenses                 13

ITEM 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                 14-15

PART II.  OTHER INFORMATION

ITEM 2.   Changes in Securities                                            15

ITEM 3.   Defaults Upon Senior Securities                                  15

ITEM 6.   Exhibits and Reports on Form 8-K                                 15

          Signatures                                                       16


                                        3

<PAGE>







                         INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors and Stockholders
Can-Cal Resources, Ltd.
Las Vegas, Nevada

We have reviewed the accompanying  condensed balance sheet of Can-Cal Resources,
Ltd., as of September 30, 2001,  and the condensed  statements of operations for
the three and nine  months  ended  September  30, 2001 and 2000,  the  condensed
statements of cash flows for the nine months ended  September 30, 2001 and 2000,
and the condensed statement of changes in stockholders' equity (deficit) for the
nine months  ended  September  30,  2001.  These  financial  statements  are the
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

We previously audited, in accordance with generally accepted auditing standards,
the  balance  sheet  as of  December  31,  2000,  and  the  related  changes  in
stockholders' equity (deficit), and cash flows and statements of operations (not
presented herein); for the year then ended; and in our report dated February 18,
2001, we expressed an unqualified opinion on these financial statements.  In our
opinion,  the information set forth in the accompanying  condensed balance sheet
as of December 31, 2000 and the condensed  statement of changes in stockholders'
equity for the year then ended,  is fairly  stated in all  material  respects in
relation to the balance sheet and statement of changes in  stockholders'  equity
from which they have been derived.


MURPHY, BENNINGTON & CO.

/s/ Murphy, Bennington & Co.

Las Vegas, NV
November 2, 2001


                                        4

<PAGE>



CAN-CAL RESOURCES, LTD.

BALANCE SHEETS

SEPTEMBER 30, 2001
<TABLE>
<CAPTION>

                                                                SEPTEMBER 30,    DECEMBER 31,
                                                                     2001            2000
                                                                -------------    ------------
                                                                 (UNAUDITED)        (NOTE)
ASSETS
<S>                                                             <C>              <C>
CURRENT ASSETS:
       Cash                                                     $   101,500      $   510,800
       Notes receivable, related parties (note 2)                    54,400           48,100
       Note receivable                                               52,500           53,000
                                                                -----------      -----------
         Total current assets                                       208,400          611,900

PROPERTY AND EQUIPMENT, NET (NOTE 3)                                 55,200           72,400

OTHER ASSETS (NOTE 4)                                                57,400           53,700

LONG-TERM INVESTMENTS (NOTE 5)                                      586,100          586,100
                                                                -----------      -----------
                                                                $   907,100      $ 1,324,100
                                                                ===========      ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
       Accounts payable                                         $    17,200      $    51,300
       Accrued expenses                                              60,700           26,300
       Checks written against future deposits                          --             14,200
       Note payable, current portion (note 6)                        11,300           32,500
                                                                -----------      -----------
         Total current liabilities                                   89,200          124,300

NOTE PAYABLE, NET OF CURRENT PORTION (NOTE 6)                       324,000          300,000

NOTE PAYABLE - RELATED PARTIES (NOTE 7)                             146,400          119,200
                                                                -----------      -----------
                                                                    559,600          543,500
                                                                -----------      -----------
STOCKHOLDERS' DEFICIT:
       Common stock, $.001 par value; authorized,
        15,000,000 shares;  issued and outstanding,
        9,430,679 shares                                              9,500            9,400
       Preferred stock, $.001 par value; authorized,
        10,000,000 shares;  none issued or outstanding                 --               --
       Additional paid-in-capital                                 3,466,800        3,408,600
       Accumulated deficit                                       (3,128,800)      (2,637,400)
                                                                -----------      -----------
                                                                    347,500          780,600
                                                                -----------      -----------
                                                                $   907,100      $ 1,324,100
                                                                ===========      ===========
</TABLE>

Note:  The balance  sheet of December 31, 2000 has been derived from the audited
financial statements at that date.


                 See accompanying notes and accountant's report.


                                        5

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED                 NINE MONTHS ENDED
                                                      -------------------------------    ----------------------------
                                                       SEPTEMBER        SEPTEMBER         SEPTEMBER        SEPTEMBER
                                                        30, 2001         30, 2000          30, 2001         30, 2000
                                                      -------------    ------------      -----------     ------------
                                                      (UNAUDITED)      (UNAUDITED)      (UNAUDITED)       (UNAUDITED)
SALES

<S>                                                   <C>              <C>              <C>              <C>
Mining revenue                                        $     6,900      $      --        $     7,000      $      --
Royalty revenue                                              --               --             22,500             --
                                                      -----------      -----------      -----------      -----------
                                                            6,900             --             29,500             --

COST OF GOODS SOLD                                           --               --               --               --
                                                      -----------      -----------      -----------      -----------

GROSS PROFIT                                                6,900             --             29,500             --

OPERATION EXPENSES,
GENERAL AND ADMINISTRATIVE                                158,500          453,200          486,800          706,200
                                                      -----------      -----------      -----------      -----------

LOSS FROM OPERATIONS                                     (151,600)        (453,200)        (457,300)        (706,200)

OTHER INCOME (EXPENSES):
Other income                                                 --              4,500              800           30,000
Interest income                                             1,300            3,200            9,300            8,000
Interest expense                                          (10,100)          (3,500)         (44,200)          (7,900)
                                                      -----------      -----------      -----------      -----------

INCOME (LOSS) FROM CONTINUING
OPERATIONS                                               (160,400)        (449,000)        (491,400)        (676,100)
                                                      -----------      -----------      -----------      -----------

PROVISION FOR INCOME TAXES                                   --               --               --               --
                                                      -----------      -----------      -----------      -----------

NET INCOME (LOSS)                                     $  (160,400)     $  (449,000)     $  (491,400)     $  (676,100)
                                                      ===========      ===========      ===========      ===========

NET INCOME (LOSS) PER SHARE OF COMMON STOCK
AND COMMON STOCK EQUIVALENTS:

BASIC EPS
       Net income (loss)                              $     (0.02)     $     (0.05)     $     (0.05)     $     (0.08)
                                                      ===========      ===========      ===========      ===========
       Weighted average shares                          9,402,058        8,484,895        9,394,587        8,719,709
                                                      ===========      ===========      ===========      ===========

DILUTED EPS
       Net income (loss)                              $     (0.02)     $     (0.05)     $     (0.05)     $     (0.08)
                                                      ===========      ===========      ===========      ===========
       Weighted average shares                          9,402,058        8,484,895        9,394,587        8,719,709
                                                      ===========      ===========      ===========      ===========
</TABLE>



                 See accompanying notes and accountant's report.


                                        6

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

NINE MONTHS ENDED SEPTEMBER 30, 2001

(UNAUDITED)


<TABLE>
<CAPTION>

                                                                      Additional                    Cumulative          Total
                                                                       paid-in      Accumulated     translation       stockholder
                                                 COMMON STOCK          capital        Deficit        adjustment         equity
                                          -------------------------   -----------   ------------   -------------    -------------
                                            SHARES         Amount
                                          -----------   -----------

<S>                                         <C>         <C>           <C>           <C>            <C>              <C>
BALANCE, DECEMBER 31, 1998                  7,005,161   $     7,000   $ 1,887,600   $(1,397,800)   $     8,500      $   505,300
     Issuance of common stock               1,248,621         1,200       572,600          --             --            573,800
     Foreign currency translation                --            --            --            --          (11,800)         (11,800)
     Realized foreign currency
       translation loss                          --            --            --            --            3,300            3,300
     Net income (loss) for the year              --            --            --        (322,100)          --           (322,100)
                                            ---------   -----------   -----------   -----------    -----------      -----------
BALANCE, DECEMBER 31, 1999                  8,253,782         8,200     2,460,200    (1,719,900)          --            748,500
     Issuance of common stock               1,119,009         1,200       948,400          --             --            949,600
     Net income (loss) for the year              --            --            --        (917,500)          --           (917,500)
                                            ---------   -----------   -----------   -----------    -----------      -----------
BALANCE, DECEMBER 31, 2000                  9,372,791         9,400     3,408,600    (2,637,400)          --            780,600
     Issuance of common stock                  57,888           100        58,200          --             --             58,300
     Net income (loss) for the period            --            --            --        (491,400)          --           (491,400)
                                            ---------   -----------   -----------   -----------    -----------      -----------
BALANCE, SEPTEMBER 30, 2001                 9,430,679   $     9,500   $ 3,466,800   $(3,128,800)   $      --        $   347,500
                                            =========   ===========   ===========   ===========    ===========      ===========
</TABLE>




                 See accompanying notes and accountant's report.



                                        7

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


<TABLE>
<CAPTION>

                                                                          NINE MONTHS ENDED
                                                                  ---------------------------------
                                                                  SEPTEMBER 30,       SEPTEMBER 30,
                                                                       2001             2000
                                                                  --------------     --------------
                                                                    (UNAUDITED)        (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>                 <C>
NET LOSS                                                           $(491,400)          $(676,100)
       Adjustments to reconcile net income to net cash
         provided by operating activities:
           Depreciation                                               19,700              21,100
           Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable              (5,800)             (7,600)
              (Increase) decrease in prepaid expenses                   --                 1,200
              (Increase) decrease in other assets                     (3,700)            (11,800)
              Increase (decrease) in accounts payable and
                other current liabilities                            (13,900)             27,700
                                                                   ---------           ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                    (495,100)           (645,500)
                                                                   ---------           ---------
CASH FLOW FROM INVESTING ACTIVITIES:
       Purchase of property and equipment                             (2,500)            (30,000)
                                                                   ---------           ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                             (2,500)            (30,000)
CASH FLOW FROM FINANCING ACTIVITIES:
       Increase in related party debt                                 27,200             110,300
       Principal payments on note payable                            (22,500)            (23,900)
       Proceeds from issuance of common stock                         58,300             744,800
       Proceeds from debt issuance                                    25,300                --
                                                                   ---------           ---------
NET CASH USED BY FINANCING ACTIVITIES                                 88,300             831,200

NET INCREASE (DECREASE) IN CASH                                     (409,300)            155,700
CASH AT BEGINNING OF PERIOD                                          510,800              51,800
                                                                   ---------           ---------
CASH AT END OF PERIOD                                              $ 101,500           $ 207,500
                                                                   =========           =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
       Interest                                                    $    --             $    --
                                                                   =========           =========
       Income taxes                                                $    --             $    --
                                                                   =========           =========
</TABLE>




                 See accompanying notes and accountant's report.


                                        8

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


1.   BASIS OF PRESENTATION OF FINANCIAL STATEMENTS:

     These unaudited interim  financial  statements of Can-Cal  Resources,  Ltd.
     have been  prepared in  accordance  with the rules and  regulations  of the
     Securities and Exchange  Commission.  Such rules and regulations  allow the
     omission of certain information and footnote  disclosures normally included
     in financial  statements  prepared in accordance  with  generally  accepted
     accounting principles as long as the statements are not misleading.

     In  the  opinion  of  management,  all  adjustments  necessary  for a  fair
     presentation  of these interim  statements  have been included and are of a
     normal recurring nature.  These interim financial statements should be read
     in conjunction with the financial statements of the Company included in its
     2000 Annual  Report on Form  10-KSB.  Interim  results are not  necessarily
     indicative of results for a full year.

     In the course of its  activities,  the  Company  has  sustained  continuing
     operating  losses and expects such losses to continue  for the  foreseeable
     future.  The Company plans to continue to finance its operations with stock
     sales and, in the longer term,  revenues from sales. The Company's  ability
     to continue as a going concern is dependent upon future obtaining financing
     and ultimately upon achieving profitable operations.

2.   NOTES RECEIVABLE (RELATED PARTIES):

     Notes receivable,  related parties,  at September 30, 2001 consisted of the
     following:

<TABLE>
<S>                                                                                  <C>
     Note receivable from S&S Mining, Inc., a joint venture partner, unsecured,
          interest imputed at 8%, due on demand                                      $    27,800
     Note receivable from an individual, unsecured, interest imputed                      12,000
          at 8%, due on demand
     Note receivable from an individual, unsecured, interest imputed                       3,500
          at 6%, due on demand
     Accrued interest receivable                                                          16,700
                                                                                     -----------
                                                                                          60,000
     Allowance for uncollectible accounts                                                 (5,600)
                                                                                     -----------
                                                                                     $    54,400
                                                                                     ===========
</TABLE>

                                        9

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


3.   PROPERTY AND EQUIPMENT:

     Property and equipment at September 30, 2001 consisted of the following:

<TABLE>

<S>                                                                                  <C>
     Machinery and equipment                                                         $    97,600
     Transportation equipment                                                             18,400
     Office equipment and furniture                                                       14,200
                                                                                     -----------
                                                                                         130,200
     Less accumulated depreciation                                                       (75,000)
                                                                                     -----------
                                                                                     $    55,200
                                                                                     ===========
</TABLE>

     Depreciation expense for the nine months ended September 30, 2001 totaled $
     19,700.

4.   OTHER ASSETS:

     Other assets at September 30, 2001 consisted of the following:

<TABLE>
<S>                                                                                  <C>
     Note receivable from Tyro, Inc., and principals, a corporation, secured by
          equipment,  interest accrued at 6% per annum, due on demand                $    53,300
     Deposits                                                                              6,800
     Non destructive testing materials                                                    14,200
     Mining claims                                                                        36,400
                                                                                     -----------
                                                                                         110,700
     Allowance for uncollectible notes                                                   (53,300)
                                                                                     -----------
                                                                                     $    57,400
                                                                                     ===========
</TABLE>

5.   LONG-TERM INVESTMENTS:

     Long-term investments at September 30, 2001 consisted of the following:

<TABLE>

<S>                                                                                  <C>
     Pisgah property                                                                 $   567,100
     Investment in S&S Mining joint venture                                               19,000
                                                                                     -----------
                                                                                     $   586,100
                                                                                     ===========
</TABLE>




                                       10

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


6.   NOTES PAYABLE:

     Note payable at September 30, 2001 consisted of the following:

<TABLE>
<S>                                                                                  <C>
     Note payable to lender; secured by 1st deed of trust; interest at 8.00%
     per annum, matures July 31, 2001                                                $    11,300

     Note payable to lender; secured by 2nd deed of trust; interest at 16.00%
     per annum; matures November 24, 2005                                                324,000
                                                                                     -----------
                                                                                         335,300
         Less current portion                                                            (11,300)
                                                                                     -----------
                                                                                     $   324,000
                                                                                     ===========
</TABLE>


     The  Company  did not make the  interest  payment of $24,000 due on May 24,
     2001 to the  lender  which  holds the  second  deed of trust on the  Pisgah
     property.  The  Company  also did not make the final  principal  payment of
     $10,000 due on July 31, 2001 to the lender which holds the first trust deed
     on the Pisgah Property.

     On August 7, 2001 the Company  entered into a  Forebearance  agreement with
     the lender  that  holds the 2nd deed of trust.  The  Forbearance  Agreement
     provides that the $24,000  interest payment due May 24, 2001 shall be added
     to the  principal  of the loan and paid on or  before  November  24,  2001.
     Further,  the lender has the option of purchasing  restricted common shares
     of the company in lieu of the $24,000. The lender must exercise this option
     on or before November 20, 2001.

     On August 10, 2001 the Company  entered into a Forebearance  Agreement with
     the lender that holds the 1st deed of trust.  The  agreement  provides that
     interest  due on the  $10,000  principal  balance  shall  be  added  to the
     principal and shall be paid on or before June 1, 2002. An interest  payment
     is due on December 1, 2001.

7.   NOTE PAYABLE, RELATED PARTIES:

     Notes  payable,  related  parties,  at September 30, 2001  consisted of the
     following:

<TABLE>
<S>                                                                                  <C>
     Note payable to shareholder; unsecured; interest at prime plus
          1.00% per annum; due on demand                                             $   146,400
                                                                                     ===========
</TABLE>



8.   RELATED PARTY TRANSACTIONS:

     The Board of Directors approved a resolution to pay an officer compensation
     of $5,000 per month.  At  September  30, 2001 $15,000 had been paid to this
     individual.


                                       11

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


9.   SUBSEQUENT EVENTS:

     During  October,  2001 the company signed an Investment  Agreement with two
     funds (Dutchess Private Equities Fund LP and DRH Investment Company LLC) to
     sell to those funds up to $8,000,000 in common stock of the company,  for a
     period of three years.

     In connection  with the  Investment  Agreement,  the company issued 606,059
     shares of restricted common stock to Dutchess Fund and its advisor,  and to
     a  broker-dealer  firm,  for services  valued at $400,000,  to induce those
     entities  to enter  into the  Investment  Agreement  and  perform  services
     contemplated under such agreement. The company also issued 37,000 shares of
     restricted common stock to the attorney for Dutchess Fund.

     The company has also signed a consulting  agreement with a public relations
     firm, and have authorized the issuance and will deliver certificates for up
     to 200,000  shares over the next 12 months to pay for  services  and costs.
     Further,  the company has issued to the public  relations  firm  options to
     purchase another 200,000 at $1.00 per share. These options are to expire in
     September 2004.

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

     The following table presents the carrying  amounts and estimated fair value
     of the Company's financial instruments at September 30, 2001:

                                                  CARRYING       FAIR
                                                   AMOUNT       VALUE
                                                  --------     --------
Financial assets:
     Notes receivable-related party               $ 54,400     $ 54,400
     Note receivable                                52,500       52,500
     Property and equipment                         55,200       55,200
     Other assets                                   57,400       57,400
     Long-term investments                         586,100      586,100
Financial liabilities:
     Notes payable, related parties                146,400      146,400
     Notes payable                                 335,300      335,300


     The  carrying  amounts of cash,  prepaid  expenses,  accounts  payable  and
     accrued  expenses  approximate  fair value because of the short maturity of
     those instruments.

     The fair value of note payable is based upon the borrowing  rates currently
     available  to the  Company  for bank loans with  similar  terms and average
     maturities.


                                       12

<PAGE>



CAN-CAL RESOURCES, LTD.

SUPPLEMENTAL SCHEDULE I --
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
(UNAUDITED)



<TABLE>
<CAPTION>

                                     Three months       Three months    Nine months      Nine months
                                         ended             ended           ended            ended
                                     September 30,      September 30,   September 30,    September 30,
                                         2001              2000             2001             2000
                                     -------------      -------------   -------------    -------------
<S>                                    <C>               <C>               <C>               <C>
Operating, general and
administrative expenses:
Mine exploration                       $ 30,900          $370,800          $111,300          $454,500
Consulting                               45,100             7,800           135,500            22,600
Travel and entertainment                 15,900            22,200            57,600            58,500
Accounting and legal                      9,300             6,900            17,300            30,200
Insurance                                 3,900             7,900            24,500            38,100
Salaries and wages                       15,000              --              15,000              --
Payroll taxes                             1,100              --               1,100              --
Office expense                           13,600            12,200            44,400            26,200
Office rent                               7,900             6,400            23,800            25,200
Depreciation and amortization             6,700             7,900            19,700            21,100
Advertising and promotion                  --               5,700             3,300            12,700
Lease expense                             2,500              --               6,900              --
Miscellaneous                             1,000             1,900             6,100             6,300
Telephone                                 2,400             1,900             8,500             7,700
Utilities                                 2,500             1,600             6,800             2,800
Repairs and maintenance                     600              --               4,800              --
Bank charges                                100              --                 200               300
                                       --------          --------          --------          --------

                                       $158,500          $453,200          $486,800          $706,200
                                       ========          ========          ========          ========
</TABLE>




                            See accountants' report.


                                       13

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION

(A)      PLAN OF OPERATION.

         During the quarter ended September 30, 2001 and continuing  thereafter,
the Company continued  utilizing  various precious metal extractive  techniques,
procedures and  methodologies in its program of testing volcanic cinder material
from its  patented  mineral  claims  at  Pisgah,  California.  It has  dedicated
virtually all its efforts to this testing during the second and third  quarters.
It conducts  its  operations  at the  facility in Nye County,  Nevada,  which it
leases. The purpose of the extractive  metallurgical program is to determine the
nature and extent of precious  metals  contained in the volcanic cinder material
and to  determine  and  verify  the  feasibility  and  the  possible  commercial
viability of the various  extractive  technologies  which it has  developed  and
continues to develop. The testing is conducted primarily through consultants and
independent contractors who are experienced in testing procedures.

         The  Company  intends to  continue  and  possibly  expand  further  its
extractive  testing of volcanic cinders from its property at Pisgah,  California
depending  on  results  of  its  testing  and  the  availability  of  financing.
Analytical data confirms that precious metals exist in the volcanic  cinders and
the Company is presently  conducting a commercial  viability extraction program.
The Company will hold all of the Company's  other  properties in abeyance  until
the Pisgah program is completed.

         It is not  anticipated  that the Company  will  purchase  (or sell) any
significant  amount of equipment or other assets,  or experience any significant
change in the number of personnel who perform  services for the Company,  during
the 12 months ending  September  2002.  However,  this depends on results of its
ongoing testing programs and financing available to it.

         In the fourth quarter,  the Company intends to build a small production
circuit at its  facility in Nye County to run small  batches of cinder  material
from the Pisgah  property.  The  objective  is to  determine  whether  promising
results in the lab can be duplicated on a larger scale.

         In the fourth quarter,  the Company signed an Investment Agreement (see
the Form 8-K Report on this event,  filed in the fourth  quarter  2001, to which
report the Investment Agreement is attached as an exhibit).  The Company intends
to use proceeds from the financing  which will be available under the Investment
Agreement to build a commercial  production  facility  with which to process the
Pisgah  materials for precious metals.  However,  realization of any significant
financing  from the Investment  Agreement will depend on there being  sufficient
price/trading volume in the Company's stock.

         At September  30, 2001 and as of the date of this  report,  the Company
has  limited  financial  resources  with which to continue  operations.  Pending
realization of financing from the  Investment  Agreement,  which is not assured,
the Company  continues  to explore  possible  arrangements  with  larger  mining
companies to jointly  develop its  properties and produce metals from the Pisgah
materials.  Until such time as mining company  participation  and/or  Investment
Agreement  funding is achieved,  the Company will continue to rely on loans from
directors  and/or private  placements of equity to continue  operations.  In the
third quarter 2001,  the Company sold  restricted  stock to two  purchasers  for
approximately $58,000.


                                       14

<PAGE>



(B)      LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

         As of September 30, 2001, the Company's  working  capital was $119,200.
Working  capital as of June 30, 2001 was  $154,600.  In the fourth  quarter,  an
interest  payment of $24,000  will be due to the lender which loaned the Company
$300,000 in November, 2000, and which holds a second deed of trust on its Pisgah
Property,  and an  interest  payment  will be due to another  lender in December
2001.  See note 6 to the  financial  statements in this Form 10-QSB and also the
Form 10-QSB for the quarter ended June 30, 2001.

         The  Company  had no  operating  income or cash  flow from its  mineral
operations for the three months ended  September 30, 2001 other than the sale of
a small amount of silver (for $6,900) produced in the lab facility in the course
of testing.  The Company had no revenue during the three months ended  September
30, 2000. The Company sustained a loss from operations of $160,400 for the three
month period ended  September  30, 2001,  compared to a loss of $449,000 for the
three months ended  September 30, 2001.  The decreased loss reflects the receipt
of  $6,900  from sale of silver  and  greatly  reduced  mine  exploration  costs
($30,900  for the third  quarter  compared  to  $370,800  for the same period in
2000).  Consulting  expense increased to $45,000 for the third quarter (compared
to $7,800 for the same period in 2000),  and salaries and wages were $16,100 for
the  third  quarter  (none for these  items in the same  period in 2000).  These
increases reflect the increased level of testing work at the Nye County,  Nevada
facility. All other operating, and general and administrative expenses, remained
approximately  at the same  levels in the  third  quarter  compared  to the same
period in 2000.

         The Company has no material  commitments for capital expenditures other
than expenditures it chooses to make with respect to testing and/or  exploration
of its mineral  properties.  However,  the Company intends to build a production
facility  later in 2001 or in 2002 if funds  are  realized  from the  Investment
Agreement (see Plan of Operation, above).


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

         (c) In the three  months  ended  September  30, 2001 the  Company  sold
57,888 shares of restricted common stock to two Canadian investors, for proceeds
of $58,333.  No broker-dealer  was involved in these  transactions,  and no fees
were paid in connection therewith.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         See Form 10-QSB for quarter ended June 30, 2001.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


         (a)      Exhibits.

                  23.0         Consent of Independent Accountants

         (b)      Reports on Form 8-K. On October 10, 2001,  the Company filed a
                  Form 8-K reporting its signing the  Investment  Agreement (see
                  note 9 to the  financial  statements  included  in  this  Form
                  10-QSB).

                                       15

<PAGE>


                                   SIGNATURES

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

                                                CAN-CAL RESOURCES LTD.
                                                (REGISTRANT)


         Date: November 13, 2001            By:  /s/     Ronald D. Sloan
                                                --------------------------------
                                                RONALD D. SLOAN, President


                                       16

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