UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-Q/A


(Amendment
        No. 1)





x
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      fiscal quarter ended March 31, 2008





 ̈
            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)





2500
      Vista Mar Drive, 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 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 May 19, 2008Common
                Stock, Par Value $.001.
            
            24,587,753





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










EXPLANATORY
      NOTE





This
      quarterly report on Form 10-Q/A (“Form 10-Q/A”) for the fiscal quarter
      ended March 31, 2008 is filed to amend the following:





·
            The
                statements of operations and statements of cash flows, as well as
                footnotes #1 and #4, within Item 7 of Part I have been amended to
                present
                the Company’s financial statements in accordance with the required
                presentation. As an Exploration Stage Company, under paragraph 11
                of SFAS
                7 the Company has to include certain unaudited “inception to date”
                amounts.





·
            Item
                4T of Part I to comply with items 307 and 308(c) of the Regulation
                S-B
                which require that we conclude on the effectiveness of our disclosure
                controls and procedures.





Events
      have taken place that would have been reflected in the original Form 10-Q if
      they had taken place prior to the date of the original and amended filings.
      The
      Company recommends this report be read in conjunction with the Company’s reports
      filed subsequent to May 20, 2008.








CAN
      CAL
      RESOURCES LTD


(AN
      EXPLORATION STAGE COMPANY)


MARCH
      31,
      2008 QUARTERLY REPORT ON FORM 10-Q


TABLE
      OF
      CONTENTS


PAGE NO.PART
                  I.
              FINANCIAL
                  INFORMATION
              3ITEM
                  1.
              FINANCIAL
                  STATEMENTS
              3Balance
                  Sheets
              3Statements
                  of Operations
              4Statements
                  of Stockholders Equity (Deficit)
              5Statements
                  of Cash Flows
              6Notes
                  to Financial Statements
              7ITEM
                  2.
              Management's
                  Discussion and Analysis of Financial Condition
              12ITEM
                  3.
              Quantitative
                  and Qualitative Disclosures about Market Risk
              14ITEM
                  4.
              Controls
                  and Procedures
              14PART
                  II.
              OTHER
                  INFORMATION
              15ITEM
                  1.
              Legal
                  Proceedings
              15ITEM
                  2.
              Changes
                  in Securities
              15ITEM
                  3.
              Defaults
                  upon Senior Securities
              15ITEM
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              15ITEM
                  5.
              Other
                  information
              15ITEM
                  6.
              Exhibits
                  and Reports on Form 8-K
              15Signatures
              15Certifications




1


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
      metal ore; negative or inconsistent test results, the existence of precious
      metals in the metal 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


PART
      I.
      FINANCIAL INFORMATION





ITEM
      1.
      FINANCIAL STATEMENTS





CAN-CAL
      RESOURCES LTD


(AN
      EXPLORATION STAGE COMPANY)


CONDENSED
      BALANCE SHEET


(UNAUDITED)





March 31,2008ASSETSCurrent
                assetsCash
            
            $
            21,260Other
                current assets
            
            
            1,995Total
                current assets
            
            
            23,255Fixed
                assets, net
            
            
            64,951Other
                assets, net
            
            
            446,915Total
                assets
            
            $
            535,121LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                payable
            
            $
            19,303Accrued
                interest
            
            
            324,830Accrued
                officer salary
            
            
            130,149Accrued
                payroll taxes
            
            
            1,640Notes
                payable, related parties
            
            
            382,550Unearned
                revenues
            
            
            3,750Total
                current liabilities
            
            
            862,222Total
                liabilities
            
            
            862,222Stockholders'
                deficitPreferred
                stock; $0.001 par value; 10,000,000 shares authorized, no shares
                issued
                and outstanding
            
            
            -Common
                stock; $0.001 par value; 100,000,000 shares authorized, 24,587,753
                shares
                issued and outstanding
            
            
            24,588Additional
                paid-in capital
            
            
            7,831,503Accumulated
                deficit
            
            
            (8,183,192
            )Total
                stockholders' deficit
            
            
            (327,101
            )Total
                liabilities and stockholders' deficit
            
            $
            535,121





See
      Accompanying Notes to Financial Statements


3





CAN-CAL
      RESOURCES LTD


(AN
      EXPLORATION STAGE COMPANY)


CONDENSED
      STATEMENTS OF OPERATIONS


(UNAUDITED)





For the Three Months Ended
            
            March 22, 1995March 31,
            
            (Inception)2008
            
            2007
            
            to March 31, 2008Material
                sales
            
            $
            -
            
            $
            -
            
            $
            245,500Cost
                of sales
            
            
            -
            
            
            -
            
            
            263,400Gross
                profit
            
            
            -
            
            
            -
            
            
            (17,900
            )ExpensesExploration
                costs
            
            
            17,914
            
            
            47,308
            
            
            386,441Depreciation
            
            
            2,997
            
            
            2,205
            
            
            223,322General
                and administrative
            
            
            56,995
            
            
            48,494
            
            
            5,814,021Officer
                compensation
            
            
            30,992
            
            
            31,166
            
            
            642,168Total
                operating expenses
            
            
            108,898
            
            
            129,173
            
            
            7,065,952Loss
                from operations
            
            
            (108,898
            )
            
            (129,173
            )
            
            (7,083,852
            )Other
                income (expense)Other
                income from legal judgement
            
            
            -
            
            
            -
            
            
            47,200Interest
                income
            
            
            98
            
            
            3,454
            
            
            52,886Rental
                revenue
            
            
            9,925
            
            
            5,625
            
            
            241,925Gain
                (loss) on sale of fixed assets
            
            
            -
            
            
            -
            
            
            26,801Interest
                expense
            
            
            (13,804
            )
            
            (14,580
            )
            
            (994,552
            )Total
                other income (expense)
            
            
            (3,781
            )
            
            (5,501
            )
            
            (625,740
            )Loss
                before provision for income taxes
            
            
            (112,679
            )
            
            (134,674
            )
            
            (7,709,592
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -Net
                loss from continuing operations
            
            
            -
            
            
            -
            
            
            (7,709,592
            )Income
                from discontinued operationsIncome
                (loss) from discontinued operations
            
            
            -
            
            
            -
            
            
            116,400Gain
                (loss) on disposal of operations (net of taxes)
            
            
            -
            
            
            -
            
            
            (590,000
            )Net
                loss
            
            $
            (112,679
            )
            $
            (134,674
            )
            $
            (8,183,192
            )Basic
                loss per common share
            
            $
            (0.00
            )
            $
            (0.01
            )Basic
                weighted average common shares outstanding
            
            
            24,581,984
            
            
            23,683,895





See
      Accompanying Notes to Financial Statements


4


Can-Cal
          Resources Ltd.
 (An
            Exploration Stage Company)
 Condensed
              Statement of Stockholders' Equity (Deficit)
 (Unaudited)


ForeignCommon
                  Stock
              
              Additional
              
              
              
              Currency
              
              
              
              TotalNumber
                  of
              
              
              
              Paid-in
              
              
              
              Translation
              
              Accumulated
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Unamortized
              
              Adjustment
              
              (Deficit)
              
              (Deficit)Balance
                  March 22, 1995
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
                  shares issued for services
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,000
              )
              
              (1,000
              )Balance
                  December 31, 1995
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,000
              )
              
              (1,000
              )Common
                  shares issued for services
              
              
              3,441,217
              
              
              3,400
              
              
              625,000
              
              
              -
              
              
              -
              
              
              -
              
              
              628,400Prior
                  period adjustment, investment in joint venture
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              497,900
              
              
              497,900Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (497,000
              )
              
              (497,000
              )Balance
                  December 31, 1996
              
              
              3,441,217
              
              
              3,400
              
              
              625,000
              
              
              -
              
              
              -
              
              
              (100
              )
              
              628,300Common
                  shares issued for services
              
              
              3,006,435
              
              
              3,000
              
              
              1,051,400
              
              
              -
              
              
              -
              
              
              -
              
              
              1,054,400Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,044,700
              )
              
              (1,044,700
              )Balance
                  December 31, 1997
              
              
              6,447,652
              
              
              6,400
              
              
              1,676,400
              
              
              -
              
              
              -
              
              
              (1,044,800
              )
              
              638,000Common
                  shares issued for cash
              
              
              557,509
              
              
              600
              
              
              211,200
              
              
              -
              
              
              -
              
              
              -
              
              
              211,800Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              8,500
              
              
              -
              
              
              8,500Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (353,000
              )
              
              (353,000
              )Balance
                  December 31, 1998
              
              
              7,005,161
              
              
              7,000
              
              
              1,887,600
              
              
              -
              
              
              8,500
              
              
              (1,397,800
              )
              
              505,300Common
                  shares issued for cash
              
              
              1,248,621
              
              
              1,200
              
              
              572,600
              
              
              -
              
              
              -
              
              
              -
              
              
              573,800Foreign
                  currency translation adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (11,800
              )
              
              -
              
              
              (11,800
              )Realized
                  foreign currency translation loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,300
              
              
              -
              
              
              3,300Prior
                  period Adjustment
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000
              
              
              15,000Elimination
                  of subsidiary upon disposal
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              116,400
              
              
              116,400Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,038,500
              )
              
              (1,038,500
              )Balance
                  December 31, 1999
              
              
              8,253,782
              
              
              8,200
              
              
              2,460,200
              
              
              -
              
              
              -
              
              
              (2,304,900
              )
              
              163,500Common
                  shares issued for cash
              
              
              1,119,009
              
              
              1,200
              
              
              948,400
              
              
              -
              
              
              -
              
              
              -
              
              
              949,600Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (962,500
              )
              
              (962,500
              )Balance
                  December 31, 2000
              
              
              9,372,791
              
              
              9,400
              
              
              3,408,600
              
              
              -
              
              
              -
              
              
              (3,267,400
              )
              
              150,600Common
                  shares issued for cash
              
              
              785,947
              
              
              800
              
              
              81,500
              
              
              -
              
              
              -
              
              
              -
              
              
              82,300Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (704,500
              )
              
              (704,500
              )Balance
                  December 31, 2001
              
              
              10,158,738
              
              
              10,200
              
              
              3,490,100
              
              
              -
              
              
              -
              
              
              (3,971,900
              )
              
              (471,600
              )Common
                  shares issued for cash
              
              
              1,093,280
              
              
              1,100
              
              
              269,900
              
              
              -
              
              
              -
              
              
              -
              
              
              271,000Common
                  shares issued for services
              
              
              92,292
              
              
              100
              
              
              23,800
              
              
              -
              
              
              -
              
              
              -
              
              
              23,900Options
                  granted for services
              
              
              -
              
              
              -
              
              
              7,100
              
              
              -
              
              
              -
              
              
              -
              
              
              7,100Common
                      shares issued for repayment of note payable, related party
                      in the amount
                      of $119,800, including accrued interest of $71,800
              
              
              309,677
              
              
              300
              
              
              119,500
              
              
              -
              
              
              -
              
              
              -
              
              
              119,800Warrants
                  granted for loan fees onconvertible
                  notes payable, related party
              
              
              -
              
              
              -
              
              
              16,700
              
              
              (16,700
              )
              
              -
              
              
              -
              
              
              -Common
                  shares issued for loan fees onconvertible
                  notes payable, related party
              
              
              30,000
              
              
              -
              
              
              13,500
              
              
              (13,500
              )
              
              -
              
              
              -
              
              
              -Deemed
                  interest on beneficial conversionfeature
                  of notes payable, related party
              
              
              -
              
              
              -
              
              
              20,500
              
              
              -
              
              
              -
              
              
              -
              
              
              20,500Amortization
                  of loan fees
              
              
              -
              
              
              -
              
              
              -
              
              
              8,200
              
              
              -
              
              
              -
              
              
              8,200Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (709,300
              )
              
              (709,300
              )Balance
                  December 31, 2002
              
              
              11,683,987
              
              
              11,700
              
              
              3,961,100
              
              
              (22,000
              )
              
              -
              
              
              (4,681,200
              )
              
              (730,400
              )Common
                  shares issued for cash
              
              
              823,410
              
              
              800
              
              
              163,900
              
              
              -
              
              
              -
              
              
              -
              
              
              164,700Common
                  shares issued for services
              
              
              381,260
              
              
              400
              
              
              63,800
              
              
              -
              
              
              -
              
              
              -
              
              
              64,200Options
                  granted for services
              
              
              -
              
              
              -
              
              
              61,300
              
              
              -
              
              
              -
              
              
              -
              
              
              61,300Common
                      shares issued for repayment of note payable, related party
                      in the amount
                      of $78,300, including accrued interest of $43,300
              
              
              364,305
              
              
              400
              
              
              77,900
              
              
              -
              
              
              -
              
              
              -
              
              
              78,300Deemed
                  interest on beneficial conversionfeature
                  of notes payable, related party
              
              
              -
              
              
              -
              
              
              38,300
              
              
              -
              
              
              -
              
              
              -
              
              
              38,300Amortization
                  of loan fees
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000
              
              
              -
              
              
              -
              
              
              15,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (711,100
              )
              
              (711,100
              )Balance
                  December 31, 2003
              
              
              13,252,962
              
              
              13,300
              
              
              4,366,300
              
              
              (7,000
              )
              
              -
              
              
              (5,392,300
              )
              
              (1,019,700
              )Common
                  shares issued for cash
              
              
              1,564,311
              
              
              1,600
              
              
              306,400
              
              
              -
              
              
              -
              
              
              -
              
              
              308,000Common
                  shares issued for exercise of warrants
              
              
              701,275
              
              
              700
              
              
              124,900
              
              
              -
              
              
              -
              
              
              -
              
              
              125,600Common
                  shares issued for services
              
              
              390,224
              
              
              400
              
              
              73,800
              
              
              -
              
              
              -
              
              
              -
              
              
              74,200Warrants
                  granted for services
              
              
              -
              
              
              -
              
              
              12,200
              
              
              -
              
              
              -
              
              
              -
              
              
              12,200Interest
                  expense for warrants granted
              
              
              -
              
              
              -
              
              
              280,200
              
              
              -
              
              
              -
              
              
              -
              
              
              280,200Common
                  shares issued in satisfaction of accounts payableand
                  accrued liabilities in the amount of $229,400
              
              
              917,747
              
              
              900
              
              
              228,500
              
              
              -
              
              
              -
              
              
              -
              
              
              229,400Common
                  shares issued for repayment of note payable in theamount
                  of $99,700, including accrued interest of $14,700
              
              
              702,760
              
              
              700
              
              
              99,000
              
              
              -
              
              
              -
              
              
              -
              
              
              99,700Common
                  shares issued for repayment of note payable,related
                  party in the amount of $82,700
              
              
              330,747
              
              
              300
              
              
              82,400
              
              
              -
              
              
              -
              
              
              -
              
              
              82,700Deemed
                  interest on beneficial conversionfeature
                  of notes payable, related party
              
              
              -
              
              
              -
              
              
              17,600
              
              
              -
              
              
              -
              
              
              -
              
              
              17,600Amortization
                  of loan fees
              
              
              -
              
              
              -
              
              
              -
              
              
              7,000
              
              
              -
              
              
              -
              
              
              7,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (1,030,500
              )
              
              (1,030,500
              )Balance
                  December 31, 2004
              
              
              17,860,026
              
              
              17,900
              
              
              5,591,300
              
              
              -
              
              
              -
              
              
              (6,422,800
              )
              
              (813,600
              )Common
                  shares issued for cash
              
              
              762,500
              
              
              800
              
              
              152,700
              
              
              -
              
              
              -
              
              
              -
              
              
              153,500Common
                  shares issued for exercise of warrants
              
              
              349,545
              
              
              300
              
              
              69,500
              
              
              -
              
              
              -
              
              
              -
              
              
              69,800Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (421,800
              )
              
              (421,800
              )Balance
                  December 31, 2005
              
              
              18,972,071
              
              
              19,000
              
              
              5,813,500
              
              
              -
              
              
              -
              
              
              (6,844,600
              )
              
              (1,012,100
              )Common
                  shares issued for cash
              
              
              2,448,213
              
              
              2,400
              
              
              642,100
              
              
              -
              
              
              -
              
              
              -
              
              
              644,500Common
                  warrants exercised for cash
              
              
              174,000
              
              
              200
              
              
              43,300
              
              
              -
              
              
              -
              
              
              -
              
              
              43,500Common
                  shares issued for services
              
              
              19,500
              
              
              -
              
              
              5,000
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000Common
                  shares issued in satisfaction of accountspayable
                  and accrued liabilities
              
              
              385,714
              
              
              400
              
              
              80,600
              
              
              -
              
              
              -
              
              
              -
              
              
              81,000Common
                  shares issued in satisfaction of notespayable-related
                  parties
              
              
              56,821
              
              
              100
              
              
              11,800
              
              
              -
              
              
              -
              
              
              -
              
              
              11,900Common
                  shares issued in satisfaction of convertibledebenture,
                  (including accrued interest of $1,895)
              
              
              206,767
              
              
              200
              
              
              41,700
              
              
              -
              
              
              -
              
              
              -
              
              
              41,900Common
                  shares issued for asset acquisition
              
              
              1,000,000
              
              
              1,000
              
              
              399,000
              
              
              -
              
              
              -
              
              
              -
              
              
              400,000Option
                  granted to officers and directors
              
              
              -
              
              
              -
              
              
              123,500
              
              
              -
              
              
              -
              
              
              -
              
              
              123,500Warrants
                  granted for services
              
              
              -
              
              
              -
              
              
              2,200
              
              
              -
              
              
              -
              
              
              -
              
              
              2,200Warrants
                  granted in satisfaction of accountspayable
                  and accrued liabilities
              
              
              -
              
              
              -
              
              
              65,400
              
              
              -
              
              
              -
              
              
              -
              
              
              65,400Warrants
                  granted in satisfaction of notespayable-related
                  parties
              
              
              -
              
              
              -
              
              
              9,600
              
              
              -
              
              
              -
              
              
              -
              
              
              9,600Warrants
                  granted in satisfaction of convertibledebenture
              
              
              -
              
              
              -
              
              
              40,000
              
              
              -
              
              
              -
              
              
              -
              
              
              40,000Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (621,000
              )
              
              (621,000
              )Balance
                  December 31, 2006
              
              
              23,263,086
              
              
              23,264
              
              
              7,277,736
              
              
              -
              
              
              -
              
              
              (7,465,600
              )
              
              (164,600
              )Common
                  shares issued for cash
              
              
              492,795
              
              
              492
              
              
              188,698
              
              
              -
              
              
              -
              
              
              -
              
              
              189,190Common
                  warrants exercised for cash
              
              
              745,372
              
              
              745
              
              
              185,598
              
              
              -
              
              
              -
              
              
              -
              
              
              186,343Common
                  shares issued for services
              
              
              4,000
              
              
              4
              
              
              2,010
              
              
              -
              
              
              -
              
              
              -
              
              
              2,014Common
                  shares issued in satisfaction ofaccrued
                  wages of $22,000, related party
              
              
              50,000
              
              
              50
              
              
              21,950
              
              
              -
              
              
              -
              
              
              -
              
              
              22,000Debt
                  forgiveness, related party
              
              
              -
              
              
              -
              
              
              147,419
              
              
              -
              
              
              -
              
              
              -
              
              
              147,419Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (604,913
              )
              
              (604,913
              )Balance
                  December 31, 2007
              
              
              24,555,253
              
              
              24,555
              
              
              7,823,411
              
              
              -
              
              
              -
              
              
              (8,070,513
              )
              
              (222,547
              )Common
                  shares issued for cash
              
              
              32,500
              
              
              33
              
              
              8,092
              
              
              -
              
              
              -
              
              
              -
              
              
              8,125Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (112,679
              )
              
              (112,679
              )Balance,
                  March 31, 2008
              
              
              24,587,753
              
              $
              24,588
              
              $
              7,831,503
              
              $
              -
              
              $
              -
              
              $
              (8,183,192
              )
              $
              (327,101
              )




See
        Accompanying Notes to Financial Statements


5




CAN-CAL
      RESOURCES LTD


(AN
      EXPLORATION STAGE COMPANY)


CONDENSED
      STATEMENTS OF CASH FLOWS


(UNAUDITED)


For
                  the Three Months Ended
              
              March
                  22, 1995March
                  31,
              
              (Inception) to2008
              
              2007
              
              December
                  31, 2007Cash
                  flows from operating activities:Net
                  loss
              
              $
              (112,679
              )
              $
              (134,674
              )
              $
              (8,183,192
              )Adjustments
                  to reconcile net loss to netcash
                  used by operating activities:Depreciation
                  and amortization
              
              
              2,997
              
              
              2,205
              
              
              240,322Bad
                  debts
              
              
              -
              
              
              -
              
              
              207,100(Gain)
                  loss on sale of fixed assets
              
              
              -
              
              
              -
              
              
              (6,501
              )Stock
                  based compensation
              
              
              -
              
              
              -
              
              
              409,314Stock
                  issued for financing and interest
              
              
              -
              
              
              -
              
              
              523,200Beneficial
                  conversion feature on convertible debenture
              
              
              -
              
              
              -
              
              
              25,200Common
                  stock issued in lieu of accrued wages, related party
              
              
              -
              
              
              -
              
              
              -Loss
                  on disposal of investment property
              
              
              -
              
              
              -
              
              
              938,600Undistributed
                  earnings of affiliate
              
              
              -
              
              
              -
              
              
              (174,300
              )Gain
                  on discontinued operations
              
              
              -
              
              
              -
              
              
              (116,400
              )Stock
                  options granted officers and consultants
              
              
              -
              
              
              -
              
              
              123,500Loss
                  on foreign currency transalation
              
              
              -
              
              
              -
              
              
              8,500Decrease
                  (increase) in assets:Accounts
                  receivable
              
              
              -
              
              
              3,649
              
              
              -Other
                  current assets
              
              
              (1,995
              )
              
              -
              
              
              (92,695
              )Other
                  assets
              
              
              (1,248
              )
              
              (34
              )
              
              (3,143
              )Increase
                  (decrease) in liabilities:Accounts
                  payable
              
              
              (9,096
              )
              
              (8,627
              )
              
              19,303Accrued
                  interest
              
              
              13,510
              
              
              13,792
              
              
              324,830Accrued
                  officer salary
              
              
              19,497
              
              
              (5,206
              )
              
              130,149Accrued
                  payroll taxes
              
              
              (20,213
              )
              
              (186
              )
              
              1,640Unearned
                  revenues
              
              
              (5,625
              )
              
              (5,625
              )
              
              3,750Net
                  cash used by operating activities
              
              
              (114,852
              )
              
              (134,706
              )
              
              (5,620,823
              )Cash
                  flows from investing activities:Purchase
                  of investment property
              
              
              -
              
              
              -
              
              
              (1,083,600
              )Proceeds
                  from sale of investment property
              
              
              -
              
              
              -
              
              
              319,300Purchase
                  of fixed assets
              
              
              -
              
              
              (20,000
              )
              
              (768,644
              )Proceeds
                  from sale of property, equipment and mineral interests
              
              
              -
              
              
              -
              
              
              26,100Net
                  cash used by investing activities
              
              
              -
              
              
              (20,000
              )
              
              (1,506,844
              )Cash
                  flows from financing activities:Proceeds
                  from notes payable
              
              
              -
              
              
              -
              
              
              689,900Principal
                  payments on notes payable
              
              
              -
              
              
              -
              
              
              (689,900
              )Proceeds
                  from borrowing on notes payable, related parties
              
              
              22,000
              
              
              -
              
              
              709,800Principal
                  payments on notes payable, related parties
              
              
              -
              
              
              (3,976
              )
              
              (327,250
              )Proceeds
                  from issuance of common stock
              
              
              8,125
              
              
              212,743
              
              
              6,766,377Net
                  cash provided by financing activities
              
              
              30,125
              
              
              208,767
              
              
              7,148,927Net
                  increase (decrease) in cash
              
              
              (84,727
              )
              
              54,061
              
              
              21,260Cash,
                  beginning of period
              
              
              105,987
              
              
              419,700
              
              
              -Cash,
                  end of period
              
              $
              21,260
              
              $
              473,761
              
              $
              21,260Supplemental
                  disclosure of cash flow information:Cash
                  paid for income taxes
              
              $
              -
              
              $
              -
              
              $
              146,228Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -





See
      Accompanying Notes to Financial Statements




6




ITEM
      2. NOTES TO FINANCIAL STATEMENTS




CAN-CAL
      RESOURCES LTD


(AN
      EXPLORATION STAGE COMPANY)


NOTES
      TO
      CONDENSED FINANCIAL STATEMENTS


(UNAUDITED)





1.
              BASIS
                  OF PRESENTATION





The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with Securities and Exchange Commission requirements for interim
      financial statements. Therefore, they do not include all of the information
      and
      footnotes required by accounting principles generally accepted in the United
      States for complete financial statements. The financial statements should be
      read in conjunction with the Form 10-KSB for the year ended December 31, 2007
      of
      Can-Cal Resources Ltd ("the Company").




The
      interim condensed financial statements present the balance sheet, statements
      of
      operations, and cash flows of Can-Cal Resources Ltd. The financial statements
      have been prepared in accordance with accounting principles generally accepted
      in the United States.




The
      interim financial information is unaudited. In the opinion of management, all
      adjustments (which include normal recurring adjustments) necessary to present
      fairly the financial position as of March 31, 2008 and the results of operations
      and cash flows presented herein have been included in the financial statements.
      Interim results are not necessarily indicative of results of operations for
      the
      full year.




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





**Exploration
      Stage Company**





The
      Company is currently an exploration stage company. As an exploration stage
      enterprise, the Company discloses the deficit accumulated during the exploration
      stage and the cumulative statements of operations and cash flows from inception
      to the current balance sheet date. The Company has incurred net losses of
      $8,183,192 and used net cash in operations of $5,620,823 for the period from
      inception (March 22, 1995) through March 31, 2008. An entity remains in the
      exploration stage until such time as proven or probable reserves have been
      established for its deposits. Upon the location of commercially mineable
      reserves, the Company plans to prepare for mineral extraction and enter the
      development stage. To date, the exploration stage of the Company’s operations
      consists of contracting with geologists to sample and assess the mining
      viability of the Company’s claims.




2.
            GOING
                CONCERN





The
      Company incurred a net loss of $112,679 for the three months ending March 31,
      2008. Also, the Company's current liabilities exceed its current assets by
      $838,967 as of March 31, 2008. These factors create substantial doubt about
      the
      Company's ability to continue as a going concern. The Company's management
      plans
      to continue to fund its operations in the short term with a combination of
      debt
      and equity financing, as well as revenue from operations in the long term.




The
      ability of the Company to continue as a going concern is dependent on additional
      sources of capital and the success of the Company's plan. The financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.





3.
            NOTES
                PAYABLE, RELATED PARTIES





Notes
      payable consisted of the following as of March 31, 2008:





Note
                payable to a stockholder, secured by real property, bearing interest
                at
                16.0% per annum, semi-annual interest only payments, matured November
                2005
                (currently in default)
            
            $
            300,000Note
                payable to a stockholder, secured by real property, bearing interest
                at
                8.0% per annum, matured February 2008 (currently in default)
            
            
            25,114Note
                payable to a stockholder, secured by real property, bearing interest
                at
                8.0% per annum, matured January 2008 (currently in default)
            
            
            35,436Unsecured
                promissory note payable to a stockholder, bearing interest at 8.0%
                per
                annum, and a default interest rate of 12.0% per annum, maturing March
                10,
                2009
            
            
            22,000Current
                portion (amounts due within one year)
            
            $
            382,550





The
      Company is in default of its semi-annual interest payments in the total amount
      of $304,000 from 2002 through the present on a note payable of $300,000. The
      Company is currently negotiating forbearance on collection of the principle
      and
      interest. Interest expense was $13,804 and $14,580 for the three months ending
      March 31, 2008 and 2007, respectively.





The
      Company is also in default on two notes payable to a stockholder, which matured
      in January 2008 and February 2008, respectively. The principal amount of each
      note is $25,114 and $35,436, with accrued interest of $1,362 and $1,922
      respectively. Each note bears interest at 8.0% per annum and is secured by
      real
      property. The Company is currently negotiating forbearance on collection of
      the
      principal and interest of each note.





4.
            CHANGES
                IN SECURITIES





1996





During
      1996 the Company issued 3,441,217 shares of Can-Cal common stock to various
      investors resulting in cash proceeds of $628,400.


7





1997





On
      January 15, 1997 the Company issued 500,000 shares of Can-Cal common stock
      along
      with a cash payment of $100,000 in exchange for a 50% interest in S&S Joint
      Venture. Additionally, the Company agreed to loan the joint venture up to
      $48,000.





On
      February 13, 1997 the Board approved the acquisition of Scotmar Industries,
      Inc.
      200,000 shares of Can-Cal common stock were issued in return for all of the
      issued and outstanding stock of the acquired company.





On
      October 27, 1997 the Board approved the issuance of 2,181,752 restricted common
      shares to ARUM, LLC to repay an existing debt of approximately $315,045.98
      and
      to purchase a property located in San Bernadino County, California, known as
      the
      Pisgah property.





During
      November, 1997 the Board approved the sale of 124,683 restricted common shares
      to various investors.





During
      December, 1997 the Board approved the issuance of 42,000 restricted common
      shares in return for services rendered.





1998





In
      July,
      1998 the Board approved the issuance 122,000 restricted common shares to various
      investors.





In
      October, 1998 the Board approved the sale of 172,450 restricted common shares
      to
      various investors.





During
      December, 1998 the Board approved the sale of 263,059 restricted common shares
      to various investors.





1999





On
      February 1, 1999, the Board of Directors approved the Sale of 62,500 shares
      of
      Can-Cal common stock to a Board member.





On
      February 8, 1999 the Board approved the sale of 70,000 shares of Can-Cal common
      stock to a Board member.





On
      March
      1, 1999 the Board approved the issuance of 32,121 shares of Can-Cal common
      stock
      in return for services rendered.





On
      March
      15, 1999 the Board approved the sale of 86,000 shares of Can-Cal common stock
      to
      various investors.




On
      March
      17, 1999 the Board approved the issuance of 40,000 shares of Can-Cal common
      stock in return for equipment.





On
      March
      10, 1999 the Board approved the sale of 295,500 shares of Can-Cal common stock
      to various investors.


8


On
      April
      1, 1999 the Board approved the sale of 1,000 restricted common stock in return
      for equipment.





On
      July
      21, 1999 the Board approved the sale of 357,500 shares of common stock to
      various investors.





On
      August
      24, 1999 the Board approved the sale of 274,000 shares of common stock to
      various investors.





On
      September 7, 1999 the Board approved the sale of 20,000 shares of common stock
      to an investor.





On
      November 9, 1999 the board approved the issuance of 10,000 shares of common
      stock to an investor.





2000





On
      February 27, 2000, the Board of Directors approved the sale of 500,000 shares
      of
      common stock to three of its directors (all of whom reside in Canada), an
      offshore trust and another person affiliated with the Company.





On
      July
      3, 2000, the Board of Directors exercised the option to acquire technology
      related to the extraction and processing of ore and, in accordance with the
      agreement with the two owners of that technology, issued 200,000 shares of
      Can-Cal's common stock to them.





On
      November 24, 2000, the Company borrowed $300,000 from a lender. As part of
      the
      transaction, the Company issued 45,000 shares of its common stock as a loan
      placement fee and granted the lender an option to purchase up to 300,000 shares
      of its common stock. On November 24, 2000, the lender exercised its option
      in
      full and purchased 300,000 shares of Can-Cal's common stock.





In
      July
      2000 the Board of Directors authorized the sale of 74,009 shares of its common
      stock to eight persons, all of whom reside outside the United States. During
      the
      third quarter 46,670 shares were sold and the remaining 27,339 shares were
      sold
      during the fourth quarter. All of those shares were issued on December 15,
      2000.





2001





In
      September, 2001, the Board of Directors authorized the sale of 20,000 shares
      of
      its common stock to an individual.





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.




On
      November 2, 2001 the Board of Directors approved the sale of 82,888 shares
      of
      restricted common stock.





On
      December 12, 2001 the Board of Directors approved the sale of 40,000 shares
      of
      restricted common stock.




2002





On
      January 8, 2002, we sold 36,000 restricted common shares to three investors
      (one
      Canadian resident, and two private companies controlled and owned by Canadian
      residents) for $12,600 cash ($0.35 per share, representing a discount of
      approximately 50% from market price). These investors also were issued warrants
      to purchase 36,000 additional restricted shares, at a price of $0.35 per share;
      the warrants will expire January 8, 2004.





On
      February 11, 2002, 10,000 restricted common shares were sold to one investor
      (a
      Canadian resident) for $3,500 cash ($0.35 per share, representing a discount
      of
      approximately 50% from market price). This investor also was issued warrants
      to
      purchase 10,000 additional restricted shares, at a price of $0.35 per share;
      the
      warrants will expire February 11, 2004. Complete information about the company
      was provided to these investors. These shares and warrants were sold pursuant
      to
      the exemption provided by Regulation S of the 1933 Act. No commissions were
      paid.





On
      January 31, 2002, we issued 309,677 restricted common shares to a lender (First
      Colony Merchant) for payment of past due and current interest on debt, $119,800.
      No commissions were paid.





From
      March 1, 2002 through June 3, 2002, 369,600 restricted common shares were issued
      to 48 investors (all Canadian residents or companies controlled and owned by
      Canadian residents) for $92,400 cash ($0.25 per share, representing discounts
      ranging from 0% to approximately 50% from market prices at the time of
      issuance). These investors also were issued warrants to purchase 369,600
      additional restricted shares, at a price of $0.25 per share; the warrants will
      expire two years from the date of issuance. No commissions were
      paid.





On
      June
      21, 2002, 40,000 restricted common shares were issued to Financial
      Communications Corp. for public relations services, valued at approximately
      $14,000.





From
      July
      1, 2002 through December 24, 2002, 609,720 restricted common shares were issued
      to 20 investors (19 whom are Canadian residents or companies controlled and
      owned by Canadian residents, and one who is a resident of Great Britain) for
      $152,400 cash ($0.25 per share, representing prices that ranged from 22% over
      market to approximately 40% below market prices at the time of issuance). The
      investors also were issued warrants to purchase a total of 609,720 additional
      restricted shares, at a price of $0.25 per share; the warrants will expire
      two
      years from the date of issuance. No commissions were paid.





During
      September 2002, the Company issued 32,281 shares of the Company's common stock
      for $5,500 in cash related to the Dutchess Private Equities Fund, net of
      offering costs of $200, and issued 30,000 shares to Joseph B. LaRocco, attorney
      for Dutchess Fund and DRH Investment Company, LLC for legal services to such
      entities.


9


During
      October 2002, the Company issued 35,679 shares of the Company's common stock
      for
      $4,600 in cash related to the Dutchess Private Equities Fund, net of offering
      costs of $700.





In
      November 2002, the Company issued 52,292 restricted common shares to four
      individuals in exchange for various services, valued at approximately
      $9,900.





2003





During
      2003, 673,410 restricted common shares were issued to 19 Canadian residents
      or
      companies controlled and owned by Canadian resident investors for $134,682
      and
      150,000 restricted common shares were issued to 12 U.S. resident investors
      for
      $30,000 (all shares were priced at $0.20 per share, representing premiums of
      up
      to 25% and discounts ranging from 0% to approximately 25% from market prices
      at
      the time of issuance). With respect to 237,410 restricted common shares, the
      investors were also issued warrants to purchase 474,820 additional restricted
      common shares and with respect to 473,500 restricted common shares, the
      investors were also issued warrants to purchase 473,500 additional restricted
      common shares; all warrants were priced at $0.20 per share and will expire
      two
      years from the date of issuance. With respect to 112,500 restricted common
      shares, the investors were also issued 112,500 warrants to purchase additional
      restricted common shares, at a price of $0.25 per share for a period of two
      years from the date of issuance. The shares and warrants were sold to Canadian
      investors pursuant to the exemption provided by Regulation S of the 1933 Act,
      and the shares and warrants sold to U.S. investors were sold pursuant to the
      exemption provided by section 4(2) of the 1933 Act.





During
      2003, 364,305 restricted common shares were issued in conversion of $35,000
      principal and interest on a debenture held by Dutchess Fund. The conversion
      prices were $0.099 for 50,710 shares ($5,000 of the debenture); $0.112 for
      44,643 shares ($5,000 of the debenture); $0.061 for 81,433 shares ($5,000 of
      the
      debenture); $0.067 for 75,075 shares ($5,000 of the debenture); and $0.1334
      for
      112,444 shares ($15,000 of the debenture). All of the prices were determined
      by
      the conversion formula in the debenture (80% of the average bid prices for
      the
      three lowest (out of 15) trading days before conversion. These shares were
      sold
      pursuant to the exemption provided by section 4(2) of the 1933 Act.





During
      2003, 205,166 restricted common shares in payment of $31,500 of services by
      Luis
      Vega, consulting geologist. The per share price was determined by dividing
      the
      amount owed by the average closing price of the company's stock for each day's
      service. These shares were sold pursuant to the exemption provided by section
      4(2) of the 1933 Act.




On
      March
      14, 2003, 24,960 restricted common shares were issued to Catherine Nichols,
      a
      Canadian resident, for marketing services amounting to $5,000. The price per
      share was based on the average closing share price for the period during which
      the services were rendered. These shares were sold pursuant to the exemption
      provided by Regulation S of the 1933 Act.





During
      the period from July 15 to December 31, 2003, 112,326 restricted common shares
      in payment of $22,250 of investor relations services by Jeffrey Whitford, a
      Canadian resident who is a consultant to the company. The price per share was
      based on the average monthly closing share prices for the period. These shares
      were sold pursuant to the exemption provided by Regulation S of the 1933
      Act.




33,600
      restricted common shares were issued to pay $4,200 of legal services provided
      by
      Stephen E. Rounds, outside company counsel. The price per share was based on
      the
      average closing share price for the period during which the services were
      rendered. These shares were sold pursuant to the exemption provided by section
      4(2) of the 1933 Act.





On
      December 30, 2003, 5,208 restricted common shares were issued to Terry Brown,
      a
      Mexican resident, for technical consulting services amounting to $1,250. The
      price per share was based on the average closing share price for the period
      during which the services were rendered. These shares were sold pursuant to
      the
      exemption provided by Regulation S of the 1933 Act.





2004





During
      2004, 2,255,586 restricted common shares were issued to 107 Canadian residents
      or companies controlled and owned by Canadian resident investors for $431,425
      and 10,000 restricted common shares were issued to one U.S. resident investor
      for $2,000 (245,000 shares were priced at $0.18 per share, 1,620,131 shares
      were
      priced at $0.20 per share, 261,200 shares were priced at $0.25 per share, and
      139,255 shares were issued as a 25% premium on the conversion of warrants,
      representing premiums of up to 25% and discounts ranging from 0% to
      approximately 25% from market prices at the time of issuance). With respect
      to
      1,319,308 of these restricted common shares, the investors were also issued
      warrants to purchase 1,259,308 additional restricted common shares at $0.25
      per
      share and 60,000 additional restricted common shares at $0.20 per share. With
      respect to 245,000 restricted common shares, the investors were also issued
      warrants to purchase 245,000 additional restricted common shares at $0.25,
      and
      with respect to another 245,000 restricted common shares, the investors were
      also issued warrants to purchase 245,000 additional restricted common shares
      at
      $0.50 per share. Of these, we also sold 5,000 shares to a director of the
      Company for proceeds of $1,000 and issued warrants to purchase 5,000 restricted
      common shares, exercisable at $0.25 per share for a two year period. All
      warrants will expire two years from the date of issuance. The shares and
      warrants were sold to Canadian investors pursuant to the exemption provided
      by
      Regulation S of the 1933 Act, and the shares and warrants sold to U.S. investors
      were sold pursuant to the exemption provided by section 4(2) of the 1933
      Act.





During
      2004, 702,760 restricted common shares were issued in conversion of $99,657
      principal and interest on a debenture held by Dutchess Fund. The conversion
      prices were $0.216 for 92,593 shares ($20,000 of the debenture); $0.160 for
      31,250 shares ($5,000 of the debenture); $0.144 for 34,722 shares ($5,000 of
      the
      debenture); $0.128 for 544,195 shares ($69,657 of the debenture). All of the
      prices were determined by the conversion formula in the debenture (80% of the
      average bid prices for the three lowest (out of 15) trading days before
      conversion). These shares were sold pursuant to the exemption provided by
      section 4(2) of the 1933 Act.





During
      2004, 215,336 restricted common shares were issued in payment of $40,932 of
      services by Luis Vega, consulting geologist. The price per share was determined
      by dividing the amount owed by the average closing price of the company's stock
      for each day's service. These shares were sold pursuant to the exemption
      provided by section 4(2) of the 1933 Act.


10


On
      February 4, 2004, 10,000 restricted common shares were issued to Yvonne St.
      Pierre, a Canadian resident, for computer-related services, in the amount of
      $2,500. These shares were issued pursuant to the exemption provided by
      Regulation S of the 1933 Act.





Between
      February 10 and March 31, 2004, 75,000 restricted common shares were issued
      to
      Jeff Whitford, a Canadian resident, for investor relation services, in the
      amount of $15,000. In addition, Mr. Whitford received 50,000 warrants at an
      exercise price of $0.20 per share; the warrants will expire between February
      2006 and March 2006. The warrants were valued at $12,200 utilizing the Black
      Scholes model. These shares were issued pursuant to the exemption provided
      by
      Regulation S of the 1933 Act.





On
      December 22, 2004, 2,500 restricted common shares were issued to Karen Barra,
      a
      U.S. resident, for services amounting to $500. The price per share was $0.20
      based on private placement offering for the period during which the services
      were rendered. These shares were sold pursuant to the exemption provided by
      Regulation S of the 1933 Act.





During
      2004, 15,367 restricted common shares were issued in payment of accounts payable
      amounting to $3,842. The price per share was based on the average closing share
      price for the period during which the services were rendered. These shares
      were
      sold pursuant to the exemption provided by Regulation S of the 1933
      Act.





During
      2004, 87,388 restricted common shares were issued to Terry Brown, a Mexican
      resident, for technical consulting services amounting to $15,247. The price
      per
      share was based on the average closing share price for the period during which
      the services were rendered. These shares were sold pursuant to the exemption
      provided by Regulation S of the 1933 Act.





On
      March
      1, 2004, in connection with the conversion of $82,687 in notes payable and
      $225,595 in accrued officers' salary payable, we issued 1,233,127 restricted
      common shares at $0.25 per share and 1,233,127 warrants, with an exercise price
      of $0.30 and expiring on March 1, 2006, to two officers, two directors, and
      a
      former director and his insurance agency. These persons and the insurance agency
      are accredited investors.





2005





During
      the twelve months ended December 31, 2005, we sold 712,500 restricted common
      shares to 21 Canadian residents for a total of $142,500, and issued warrants
      to
      purchase 712,500 restricted common shares, exercisable at $0.25 per share.
      These
      securities were issued in private transactions in reliance on the exemption
      from
      registration with the SEC provided by Regulation S.





A
      prior
      U.S. shareholder exercised other warrants, at exercise prices ranging from
      $0.22, for proceeds of $11,000, which resulted in the issuance of 50,000
      restricted common shares. These securities were issued in private transactions
      in reliance on the exemption available under Section 4(2) of the 1933
      Act.




We
      also
      issued, for services, 349,545 restricted common shares for a total value of
      $69,800 valued at fair market value at date of issuance and granted 13,575
      warrants (exercisable for two years at $0.25 per share) valued at fair market
      value at date of issuance. These securities were issued to two Canadian
      residents, and one Mexican Corporation in reliance on the exemption from
      registration available under Regulation S, and one U.S. resident, in reliance
      on
      the exemption provided by Section 4(2) of the 1933 Act.





2006





During
      the twelve months ended December 31, 2006, we sold 2,622,213 restricted common
      shares to 76 Canadian residents, 8 US residents, 5 Israeli Nationals and 1
      Swiss
      National for a total of $688,000, and issued warrants to purchase 2,348,213
      restricted common shares, exercisable between $0.25 to $.45 per share. These
      securities were issued in private transactions, with respect to the Canadian
      residents, in reliance on the exemption from registration with the SEC provided
      by Regulation S, and with respect to the U.S. citizen, in reliance on the
      exemption available under Section 4(2) of the 1933 Act.





We
      also
      issued, for services, 8,500 restricted common shares for a total value of $2,325
      and these securities were issued to one U.S. resident in reliance on the
      exemption provided by Section 4(2) of the 1933 Act.





On
      July
      3, 2006, the Company issued 2,200 shares of its par value common stock for
      services received by an individual. As of September 30, 2006, the Company
      recorded consulting expense in the amount of $462, the fair value of the shares
      issued on the date of grant. Additionally, the Company granted a warrant to
      purchase 2,200 shares of the Company's common stock at an exercise price of
      $0.25 for a period of 2 years. The Company recorded an expense in the amount
      of
      $373, the fair value of the warrant on the date of grant. Fair value was
      determined using the Black Scholes option pricing model based on the following
      assumptions: expected dividends: $-0-; volatility: 187%; risk free interest
      rate: 5.12%.





On
      July
      3, 2006, the Company issued 8,800 shares of its par value common stock for
      services received from an individual. As of September 30, 2006, the Company
      recorded consulting expense in the amount of $2,200, the fair value of the
      shares issued on the date of grant. Additionally, the Company granted a warrant
      to purchase up to 8,800 shares of the Company's common stock at an exercise
      price of $0.25 for a period of 2 years. The Company recorded an expense in
      the
      amount of $1,812, the fair value of the warrant on the date of grant. Fair
      value
      was determined using the Black Scholes option pricing model based on the
      following assumptions: expected dividends: $-0-; volatility: 187%; risk free
      interest rate: 5.12%.




On
      July
      3, 2006, an officer of the Company elected to convert half of his accrued salary
      in exchange for 385,714 shares of common stock valued at $81,000, the fair
      value
      of the shares issued on the date of grant. Additionally, the Company granted
      a
      warrant to purchase up to 385,714 shares of the Company's common stock at an
      exercise price of $0.25 for a period of two years. The Company recorded an
      expense in the amount of $65,418, the fair value of the warrant on the date
      of
      grant. Fair value was determined using the Black Scholes option pricing model
      based on the following assumptions: expected dividends: $-0-; volatility: 187%;
      risk free interest rate: 5.12%.


11


On
      July
      3, 2006, the Company issued 56,821 shares of its common stock for conversion
      of
      a note in the amount of $11,932 from a shareholder of the Company. Additionally,
      the Company granted a warrant to purchase up to 56,821 shares of the Company's
      common stock at an exercise price of $0.25 for a period of two years. The
      Company recorded an expense in the amount of $9,637, the fair value of the
      warrant on the date of grant. Fair value was determined using the Black Scholes
      option pricing model based on the following assumptions: expected dividends:
      $-0-; volatility: 187%; risk free interest rate: 5.12%.





On
      July
      11, 2006, the Company issued 206,767 shares of its par value common stock
      pursuant to the convertible debenture agreement entered into on January 24,
      2006
      whereby the Company received a $40,000 convertible at a rate of $0.20 per share
      bearing interest of 10% per annum. The note holder elected to convert all
      accrued interest totaling $1,895 into 6,767 shares of the Company's par value
      common stock.





On
      August
      22, 2006, the Company entered into an agreement to purchase mining claims
      located in Mohave County, Arizona in exchange for 1,000,000 shares of the
      Company's par value common stock. The Company recorded an asset totaling
      $18,500, the actual cost to maintain the claims per year.





2007





During
      the twelve months ended December 31, 2007, we sold 1,238,167 restricted common
      shares to 72 Canadian residents and 4 US residents for a total of $375,534
      and
      issued warrants to purchase 492,795 restricted common shares, exercisable
      between $0.35 to $.65 per share. These securities were issued in private
      transactions, with respect to the Canadian residents, in reliance on the
      exemption from registration with the SEC provided by Regulation S, and with
      respect to the U.S. citizen, in reliance on the exemption available under
      Section 4(2) of the 1933 Act.





On
      April
      30, 2007, the Company also issued 50,000 shares of restricted common stock
      as
      part of a settlement agreement with a former officer of the Company for
      compensation of accrued salaries. The common stock was rendered to a U.S.
      citizen, in reliance on the exemption available under Section 4(2) of the 1933
      Act. The shares were valued at a total of $22,000. In addition to monthly cash
      payments of $3,500 per month the Company has recorded debt forgiveness of
      $147,419 in accordance with the terms of the settlement agreement. Due to the
      related party nature of the transaction the gain has been recorded to additional
      paid in capital, therefore there has been no impact on the Company’s net loss.




On
      June
      29, 2007, the Company also issued 4,000 shares of restricted common stock for
      services rendered to a U.S. citizen, in reliance on the exemption available
      under Section 4(2) of the 1933 Act. The shares were valued at a total of
      $2,000.





2008





During
      the three months ending March 31, 2008, the Company sold 32,500 restricted
      shares of common stock along with warrants to purchase an additional 32,500
      shares of the Company's common stock to various accredited Canadian and US
      citizens for total proceeds of $8,125. The warrants were fully vested, are
      exercisable at $0.35 per share, and expire two years from the date of issuance.
      These securities were issued in private transactions, with respect to the
      Canadian resident, in reliance on the exemption from registration with the
      SEC
      provided by Regulation S, and with respect to the U.S. citizen, in reliance
      on
      the exemption available under Section 4(2) of the 1933 Act.




Previously
      issued warrants to purchase 23,500 shares of the Company's common stock expired
      during the three months ending, March 31, 2008.





5.
            COMMITMENTS
                AND CONTINGENCIES





Operating
      lease – The Company operates from a leased facility in Nevada under a month
      to month basis. The lease calls for monthly base rent of approximately $1,500.





6.
            SUBSEQUENT
                EVENTS





On
      May 7,
      2008 the Company's CEO loaned $20,000 to the Company. The unsecured promissory
      note bears interest at 8% and matures on May 7, 2009.





ITEM
      2.
      MANAGEMENT'S DISCUSSION AND ANALYSIS





(A)
      PLAN
      OF OPERATION.





Can-Cal
      Resources Ltd. is a public company engaged in seeking the acquisition and
      exploration of metals mineral properties. As part of its growth strategy, the
      Company will focus its future activities in the USA, with an emphasis on the
      Pisgah Mountain, California property and the Wikieup, Arizona property.





The
      Company has discontinued all industrial sales for the volcanic materials located
      on the Pisgah property in California subject to the finalization of the current
      analytical program.





At
      May
      19, 2008, we had approximately $30,209 cash available to sustain operations.
      Accordingly we are uncertain as to whether the Company may continue as a going
      concern. While we may seek additional investment capital, or possible funding
      or
      joint venture arrangements with other mining companies, we have no assurance
      that that such investment capital or additional funding and joint venture
      arrangements will be available to the Company.





(B)
      RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND
      2007.





The
      following table summarizes selected items from the statement of operations
      for
      the three months ended March 31, 2008 compared to March 31,
      2007.


12


EXPENSES:





Three Months EndedMarch 31,2008
            
            2007
            
            Increase / (Decrease)Amount
            
            Amount
            
            $
            
            %Expenses:Exploration
                costs
            
            $
            17,914
            
            $
            47,308
            
            $
            (29,394
            )
            
            (62
            )%Depreciation
            
            
            2,997
            
            
            2,205
            
            
            792
            
            
            36
            %General
                & administrative expenses
            
            
            56,995
            
            
            48,494
            
            
            8,501
            
            
            18
            %General
                & administrative expenses, related party
            
            
            30,992
            
            
            31,166
            
            
            (174
            )
            
            (1
            )%Total
                operating expenses
            
            
            108,898
            
            
            129,173
            
            
            (20,275
            )
            
            (16
            )%Loss
                from operations
            
            
            (108,898
            )
            
            (129,173
            )
            
            (20,275
            )
            
            (16
            )%Other
                income (expense):Interest
                income
            
            
            98
            
            
            3,454
            
            
            (3,356
            )
            
            (97
            )%Rental
                revenue
            
            
            9,925
            
            
            5,625
            
            
            4,300
            
            
            76
            %Interest
                expense
            
            
            (13,804
            )
            
            (14,580
            )
            
            (776
            )
            
            (5
            )%Total
                other income (expense)
            
            
            (3,781
            )
            
            (5,501
            )
            
            (1,720
            )
            
            (31
            )%Net
                loss
            
            $
            (112,679
            )
            $
            (134,674
            )
            $
            (21,995
            )
            
            (16
            )%





EXPLORATION
      COSTS





Exploration
      costs for the three months ended March 31, 2008 decreased by $29,394 or 62%
      from
      $47,308 for the three months ended March 31, 2007 to $17,914 for the three
      months ended March 31, 2008. The decrease is due to our efforts to scale back
      on
      further research as a result of the Cease Trade Order issued by the British
      Columbia Securities Commission and therefore causing the inability to provide
      Private Placement funding necessary to maintain operations.




Unless
      the Company is able to establish the economic viability of its mining
      properties, the Company will continue writing off its expenses of exploration
      and testing of its properties. Therefore, losses will continue unless the
      Company sells one or more of its properties or locates and delineates reserves
      and initiates mining operations. If that occurs, the Company may capitalize
      certain of those expenses.





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.





DEPRECIATION





Depreciation
      for the three months ended March 31, 2008 increased by $792 or 36% from $2,205
      for the three months ended March 31, 2008 to $2,997 for the three months ended
      March 31, 2008. The increase is principally due to additional depreciation
      on
      equipment that was purchased after March 31, 2007.





GENERAL
      AND ADMINISTRATIVE EXPENSES





General
      and administrative expenses for the three months ended March 31, 2008 increased
      by $8,501 or 18% from $48,494 for the three months ended March 31, 2007 to
      $56,995 for the three months ended March 31, 2008. The increase is principally
      due to increased costs to maintain the office, including increased utility
      costs
      and payroll taxes associated with moving some of the administrative functions
      in
      house.




GENERAL
      AND ADMINISTRATIVE EXPENSES, RELATED PARTY





General
      and administrative expenses, related party for the three months ended March
      31,
      2008 decreased by $174 or 1% from $31,166 for the three months ended March
      31,
      2007 to $30,992 for the three months ended March 31, 2008.





TOTAL
      OPERATING EXPENSES





Total
      operating expenses for the three months ended March 31, 2008 decreased by
      $20,275 or 16% from $129,173 for the three months ended March 31, 2007 to
      $108,898 for the three months ended March 31, 2008. The decrease in total
      operating expenses was mainly a result of management's efforts to scale back
      exploration costs until the Company has the resources to effectively explore
      the
      claims that have been obtained.




OTHER
      INCOME (EXPENSE)





Interest
      income for the three months ended March 31, 2008 decreased by $3,356 or 97%
      from
      $3,454 for the three months ended March 31, 2007 to $98 for the three months
      ended March 31, 2008. Interest income relates to interest earned on cash
      received as a result of financing activities, of which less was on hand during
      the three months ended March 31, 2008 compared to the same period in 2007.





Rental
      revenue for the three months ended March 31, 2008 increased by $4,300 or 76%
      from $5,625 for the three months ended March 31, 2007 to $9,925 for the three
      months ended March 31, 2008. Rental revenue relates to income derived from
      the
      rental of the Company's land for the purposes of filming movies or photo shoots.
      More photo shoots were performed during the three months ended March 31, 2008
      compared to the same period in 2007.





Interest
      expense for the three months ended March 31, 2008 decreased by $776 or 5% from
      $14,580 for the three months ended March 31, 2007 compared to $13,804 for the
      three months ended March 31, 2008.





NET
      LOSS





Our
      net
      loss was $112,679 for the three months ended March 31, 2008 compared to a net
      loss of $134,674 for the three months ended March 31, 2007. We expect to improve
      our results of operations through the attainment of sufficient working capital
      and a focus on generating revenues from the subcontracting of mining activities,
      and a reduction of general and administrative expenses.





(D)
      LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS





The
      following table summarizes total current assets, total current liabilities
      and
      working capital at March 31, 2008 compared to December 31, 2007.  13





March 31,
            
            December 31,
            
            INCREASE / (DECREASE)2008
            
            2007
            
            $
            
            %Current Assets
            
            $
            23,255
            
            $
            105,987
            
            $
            (82,732
            )
            
            (78
            )%Current
                Liabilities
            
            $
            862,222
            
            $
            842,149
            
            $
            20,073
            
            
            .02
            %Working
                Capital (deficit)
            
            $
            (836,967
            )
            $
            (736,162
            )
            $
            100,805
            
            
            14
            %





Internal
      and External Sources of Liquidity





During
      the three months ended March 31, 2008 and 2007, our operating and investing
      activities used cash of $114,852 and $154,706, respectively, while our financing
      activities provided cash of $30,125 and $208,767, respectively. The cash used
      in
      operating activities was principally a result of the net loss we
      incurred.





Cash
      Flow. Since inception, we have primarily financed our cash flow requirements
      through the issuance of common stock and the issuance of notes. With the growth
      of our current business we may, during our normal course of business, experience
      net negative cash flows from operations until some of our mining activities
      begin to produce revenues. Further, we may be required to obtain financing
      to
      fund operations through additional common stock offerings and bank or other
      debt
      borrowings, to the extent available, or to obtain additional financing to the
      extent necessary to augment our available working capital.





SATISFACTION
      OF OUR CASH OBLIGATIONS FOR THE NEXT TWELVE MONTHS.





As
      of May
      19, 2008, our cash balance was $30,209. Our plan for satisfying our cash
      requirements for the next twelve months is through additional equity, third
      party financing, and/or debt financing. We anticipate our current cash reserves
      will be sufficient to support operations through June 30, 2008, but do not
      anticipate generating sufficient amounts of positive cash flow to meet our
      working capital requirements. Consequently, we intend to make appropriate plans
      to ensure sources of additional capital in the future to fund growth and
      expansion through additional equity or debt financing or credit facilities.
      We
      also are considering possible funding through joint venture arrangements with
      other mining companies. There can be no assurance that we will raise capital
      through any of these means.




As
      we
      expand operational activities, we may continue to experience net negative cash
      flows from operations, pending receipt of sales and will be required to obtain
      additional financing to fund operations through common stock offerings and
      debt
      borrowings to the extent necessary to provide working capital.





We
      anticipate incurring operating losses until we build our capital base. Our
      recent operating history makes predictions of future operating results difficult
      to ascertain. In addition, since our cash position has fallen we are finding
      it
      increasingly difficult to expand our operations. Thus, our prospects must be
      considered in light of the risks, expenses and difficulties frequently
      encountered by companies in their early stages of commercial viability,
      particularly companies in rapidly evolving energy markets. Such risks include,
      but are not limited to, an evolving and unpredictable business model and the
      management of growth. To address these risks we must, among other things,
      implement and successfully execute our business and marketing strategy, continue
      to develop and upgrade technology and products, respond to competitive
      developments, and continue to attract, retain and motivate qualified personnel.
      There can be no assurance that we will be successful in addressing such risks,
      and the failure to do so can have a material adverse effect on our business
      prospects, financial condition and results of operations.




ITEM
      3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not
      applicable.





ITEM
      4T.
      CONTROLS AND PROCEDURES





The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s Exchange Act reports
      is recorded, processed, summarized and reported within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to the Company’s management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      in accordance with the required "disclosure controls and procedures" as defined
      in Rule 13a-15(e). The Company’s disclosure and control procedures are designed
      to provide reasonable assurance of achieving their objectives, and the principal
      executive officer and principal financial officer of the Company concluded
      that
      the Company’s disclosure controls and procedures were effective at the
      reasonable assurance level.





At
      the
      end of the period covered by this Quarterly Report, the Company carried out
      an
      evaluation, under the supervision and with the participation of the Company's
      management, including the Company's principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company's disclosure controls and procedures. Based of the foregoing, the
      principal executive officer and principal financial officer of the Company
      concluded that the Company’s disclosure controls and procedures were effective
      to ensure that the information required to be disclosed in the Company’s
      Exchange Act reports is recorded, processed, summarized and reported within
      the
      time periods specified in the SEC’s rules and forms, and that such information
      is accumulated and communicated to the Company’s management including the
      Company’s principal executive officer and principal financial officer to allow
      timely decisions regarding required disclosure.





Changes
      in Internal Control over Financial Reporting




There
      were no changes in our internal control over financial reporting, as defined
      in
      Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently
      completed fiscal quarter that have materially affected, or are reasonably likely
      to materially affect, our internal control over financial
      reporting.


14


PART
      II -
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS





The
      Company is not currently a party to litigation. The British Columbia Securities
      Commission has recently required the Company to obtain a report by an
      independent consultant qualified under the standards of the BCSC. Under British
      Columbia securities laws, all disclosure of scientific or technical information,
      including disclosure of a mineral resource or mineral reserve must be based
      on
      information prepared by or under the supervision of an independent third party
      who is "qualified" under the terms of that law. The Company is under order
      to
      supply such verification by a "qualified" third party consultant, and its stock
      may not trade in British Columbia until such verification is accepted by the
      BCSC. The BCSC has also requested documentation regarding all subscribers to
      the
      Company stock who are resident in British Columbia. The Company has retained
      such a "qualified" third party consultant who is in the process of preparing
      and
      filing the necessary reports with the BCSC.





ITEM
      2.
      CHANGES IN SECURITIES.





During
      the three months ended March 31, 2008, and prior to February 7, 2008, the
      Company sold 32,500 shares of restricted common stock and 32,500 warrants to
      purchase 32,500 shares of common stock to an accredited Canadian investor and
      one United States investor for a total of $8,125.00. The warrants are
      exercisable at a price of $0.35 per share and expire two years from the date
      of
      issuance. These securities were issued in private transactions, with respect
      to
      the Canadian resident, in reliance on the exemption from registration with
      the
      SEC provided by Regulation S and with respect to the United States investor,
      in
      reliance upon the exemption from registration provided under Section 4(2) of
      the
      1933 Securities Act.




Previously
      issued warrants to purchase 23,500 shares of the Company's common stock expired
      during the three months ending March 31, 2008.





ITEM
      3.
      DEFAULTS UPON SENIOR SECURITIES





The
      Company is in default on a note payable for $300,000 and its semi- annual
      interest payments of $280,000 for the years ended 2002 - 2007, and the three
      months ended March 31, 2008. The Company is currently negotiating forbearance
      on
      collection of the principal and interest. The Company is also in default on
      two
      notes payable to a stockholder, which matured in January 2008 and February
      2008,
      respectively. The principal amount of each note is $25,114 and $35,436, with
      accrued interest of $1,362 and $1,922 respectively. Each note bears interest
      at
      8.0% per annum and is secured by real property. The Company is currently
      negotiating forbearance on collection of the principal and interest of each
      note.





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





None.





ITEM
      5.
      OTHER INFORMATION





N/A




ITEM
      6.
      EXHIBITS AND REPORTS ON FORM 8-K





31.1
            Certification
                under Rule 13a-14(a)32.1
            Certification
                under Rule 13a-14(b)





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:
                May 20, 2008
            By:
            /s/
                Ronald D. SloanRONALD
              D. SLOAN,Chief
              Executive Officer and President




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