UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 FORM 10-QSB/A

 _X_   Quarterly  Report  pursuant  to  Section  13  or  15(d) of the Securities
      Exchange Act of 1934
      For the fiscal quarter ended September  30, 2005

      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 November 21, 2005
   ------------------------------	     --------------------------------
   Common Stock, Par Value $.001.                       18,972,071

Transitional Small Business Disclosure Format (Check one): Yes _____ No __X__.












                                   CONTENTS



                                                                     PAGE NO.

PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

            Condensed Balance Sheet (unaudited)                           4

            Condensed Statements of Operations (unaudited)                5

            Condensed Statement of Stockholders' Deficit (unaudited)      6

            Condensed Statements of Cash Flows (unaudited)                7

            Notes to Condensed Financial Statements (unaudited)        8-10

ITEM 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations             11-14

PART II.    OTHER INFORMATION

ITEM 1.     Legal Proceedings

ITEM 2.     Changes in Securities                                        15

ITEM 3.     Defaults Upon Senior Securities                              15

ITEM  4.    Submission of Matters to a Vote of Security Holders

ITEM 5.     Other information

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

            Signatures                                                   16

            Certifications                                            17-18




                             CAN-CAL RESOURCES LTD
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (UNAUDITED)





                          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.




PART I.     FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS








                         CAN-CAL RESOURCES LTD.
                        CONDENSED BALANCE SHEET
                              (UNAUDITED)

<TABLE>
<CAPTION>

ASSETS

						       September 30, 2005
						       ------------------
<S>								<C>

Current assets
  Cash							 $	60,700
  Accounts receivable						     0
  Other current assets			 			 1,900
							 -------------
	Total current assets					62,600

Fixed assets, net						23,500

Other assets, net						10,600
							 -------------
Total assets						 $	96,700
							 =============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued liabilities		 $     626,300
  Due to stockholder						12,500
  Notes payable-related parties - current portion	       395,300
							 -------------
	Total current liabilities	 		     1,034,100
							 -------------

Total liabilities					     1,034,100

Commitments and contingencies					    --

Stockholders' deficit
  Preferred stock; $0.001 par value; 10,000,000 shares
    authorized, no shares issued an outstanding			    --
  Common stock; $0.001 par value; 100,000,000 shares
    authorized, 18,972,071 shares issued and outstanding 	19,000
  Additional paid-in capital				     5,821,300
  Accumulated deficit					    (6,777,700)
							 -------------
	Total stockholders' deficit			      (937,400)
							 -------------
Total liabilities and stockholders' deficit		 $	96,700
							 =============



</TABLE>

                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>





                             		      CAN-CAL RESOURCES LTD.
                       			CONDENSED STATEMENTS OF OPERATIONS
                                  		    (UNAUDITED)



<TABLE>
<CAPTION>

					Three Months Ended September 30		Nine Months Ended September 30
					-------------------------------		------------------------------
					    2005	       2004		     2005	      2004
					------------	  -------------		--------------	  ------------
<S>					<C>			<C>		<C>			<C>


Material sales				$	  -- 	  $	  6,600 	$	11,400 	  $	21,700

Cost of sales					  50 		  4,000 		 9,400 		12,300
					------------	  -------------		--------------	  ------------
   Gross profit					 (50)		  2,600 		 2,000 		 9,400

General and administrative expenses	      60,900 		160,000 	       359,600 	       507,700
					------------	  -------------		--------------	  ------------
Loss from operations			     (60,950)	       (157,400)	      (357,600)	      (498,300)

Other income (expense)
   Rental revenue			      10,625 		  5,600 		21,800 		26,900
   Confessional Judgement			  		     -- 		26,500
   Interest expense			     (15,300)		(17,500)	       (45,700)	      (345,900)
					------------	  -------------		--------------	  ------------
Loss before provision for income taxes	     (65,625)	       (169,300)	      (355,000)	      (817,300)

Provision for income taxes			  --	 	     --		 	    --	 	    --
					------------	  -------------		--------------	  ------------
Net loss				$    (65,625)	  $    (169,300)	$    (355,000)	  $   (817,300)
					============	  =============		=============	  ============
Basic and diluted loss per common share	$      (0.00)	  $	  (0.01)	$	(0.02)	  $	 (0.05)
					============	  =============		=============	  ============
Basic and diluted weighted average
	common shares outstanding	  18,972,071 	    17,056,989	 	    18,972,071 	    15,780,746



</TABLE>

                 See Accompanying Notes to Financial Statements

                                       5

<PAGE>







                             		  CAN-CAL RESOURCES LTD.
                  		CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                  		(UNAUDITED)

<TABLE>
<CAPTION>

                                             Common Stock
                                       ------------------------    Additional                     Total
                                        Number of                   Paid-in      Accumulated    Stockholders'
                                         Shares        Amount        Capital       Deficit       Deficit
                                       -----------  ----------   ------------   ------------   -------------
<S>					<C>		<C>				<C>		<C>


Balance December 31, 2004		17,860,026  $   17,900	 $  5,591,300 	$ (6,422,700)  $    (813,500)

Common shares issued for cash		   707,500 	   700 	      140,800 		  -- 	     141,500

Common warrant shares issued for cash	    50,000 	   100 	       10,900	 	  -- 	      11,000

Common shares  issued for services	    30,795 	    -- 		6,300	 	  -- 	       6,300

Warrants granted for services						2,200 			       2,200

Common shares issued for cash		     5,000 			1,100 		  -- 	       1,100

Common shares  issued for services	   318,750 	   300 	       68,700 		  -- 	      69,000

Net loss					-- 	    -- 		   -- 	    (355,000)	    (355,000)
                                       -----------  ----------   ------------   ------------   -------------
Balance September 30, 2005		18,972,071  $   19,000 	 $  5,821,300 	$ (6,777,700)  $    (937,400)
				       ===========  ==========	 ============	============   =============



</TABLE>

                 See Accompanying Notes to Financial Statements

                                       6

<PAGE>





                             	    CAN-CAL RESOURCES LTD.
                       	     CONDENSED STATEMENTS OF CASH FLOWS
                                  	 (UNAUDITED)


<TABLE>
<CAPTION>


							 	Nine Months Ended September 30
								------------------------------
							       	     2005	      2004
								------------	  ------------
<S>								<C>			<C>

Cash flows from operating activities:
  Net loss							$   (355,000)	  $   (817,300)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
	Stock based compensation				      77,500 		60,800
	Depreciation and amortization				       3,500 		16,800
	Interest expense for warrants granted					       277,300
	Deemed interest expense						  -- 	        17,600
  Changes in operating assets and liabilities:
	Change in accounts receivable				       5,800	 	   700
	Change in prepaid expenses					  -- 		(4,800)
	Change in other assets		 			      (1,100)
	Change in accounts payable and accrued expenses		     118,300 	       227,900
								------------	  ------------
		Net cash used by operating activities		    (151,000)	      (221,000)

Cash flows from investing activities:
  Purchase of fixed assets					      (2,000)		(6,000)
								------------	  ------------
		Net cash used by investing activities		      (2,000)		(6,000)

Cash flows from financing activities:
  Change in due to stockholder						(500)		(2,400)
  Proceeds from issuance of common stock			     153,600 	       320,800
  Principal payments on notes payable-related parties		      (2,000)	       (53,900)
  Proceeds from borrowing on notes payable-related parties				 7,200
  Change on notes payable related parties			      (8,000)
								------------	  ------------
		Net cash provided by financing activities 	     143,100 	       271,700
								------------	  ------------
Net increase (decrease) in cash					      (7,900)		44,700

Cash, beginning of period					      68,600 		17,400
								------------	  ------------
Cash, end of period					 	$     60,700 	  $     62,100
								============	  ============
Supplemental disclosure of cash flow information:
  Cash paid for income taxes					$	  -- 	  $	    --
								============	  ============
  Cash paid for interest				 	$     30,354 	  $	    --
								============	  ============
Schedule of non-cash financing activities:
  Issuance of common stock for satisfaction of accounts payable
   and accrued liabilities			 		$	  -- 	  $    225,700
								============	  ============
  Issuance of common stock for principal payment on
   notes payable-related parties			 	$	  -- 	  $	82,700
								============	  ============
  Issuance of common stock for receivable			$	  -- 	  $	10,000
								============	  ============
  Issuance of common stock in satisfaction of advances for
   stock purchases			 			$	  -- 	  $	    --
								============	  ============
  Issuance of common stock for conversion of convertible note
   payable-related party, including accrued interest of $14,700	$	  -- 	  $	99,700
								============	  ============
  Issuance of common stock for Services				$     77,500
								============	  ============
  Accrued interest added to principal on notes payable		$      5,000 	  $	    --
								============	  ============

</TABLE>


                 See Accompanying Notes to Financial Statements

                                       7
<PAGE>



1.    BASIS OF PRESENTATION

   The  accompanying  unaudited  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, 2004 of Can-Cal Resources Ltd ("the Company").

   The  interim  financial  statements  present  the  condensed  balance sheet,
   statements  of operations, stockholders' deficit 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  necessary to  present  fairly  the  financial
   position as of September 30, 2005  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.



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Reclassification  -  Certain prior year balances have been  reclassified  to
   conform to the current  year  presentation,  which  have  no  effect  on net
   income.

3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES  CONSIST  OF  THE  FOLLOWING AS OF
            SEPTEMBER 30, 2005:

      Accrued interest                                     $  199,300
      Accrued officers salary payables                        245,100
      Accounts payable                                         57,300
      Accrued payroll taxes                                   111,500
      Unearned revenues                                        13,100
							   ----------
                                                           $  626,300
							   ==========


                                       8

<PAGE>

4. NOTES PAYABLE-RELATED PARTIES

   Notes payable consisted of the following as of  September 30, 2005:

   Note payable to a stockholder, secured  by  real  property,
   bearing interest at 16.0% per annum, interest only payments
   payable  in  semi-annual  payments, maturing  November 2005
   (Note:  The Company is  in  default  of  interest  payments
   totaling  $168,000 but is currently negotiating forbearance
   on collection of the interest)		                 $300,000

   Note payable to a stockholder, unsecured, bearing  interest
   at 7.5% per annum, maturing June 2006 	                   24,100

   Note payable to a stockholder, secured  by  real  property,
   bearing interest at 8.0% per annum, maturing February 2006	   32,700

   Note payable to a stockholder, secured  by  real  property,
   bearing interest at 8.0% per annum, maturing January 2006	   30,200

   Note payable to an stockholder, secured by  real  property,
   bearing interest at 8.0% per annum, maturing November 2005	    8,300
								 --------


   Current portion (amounts due within one year)	         $395,300
								 ========


                                       9

<PAGE>




5. STOCK AND WARRANTS FOR SERVICES

   During  the  three  months ended  September 30, 2005, the Company  issued  0
   shares of the Company's common stock.


6. COMMITMENTS AND CONTINGENCIES

   Operating  lease - The  Company  operates from one leased facility in Nevada
under a non-cancelable operating  lease.   The  lease  calls for a monthly base
rent of approximately $1,500.  Future minimum lease payment through the term of
the lease in 2005 total $4,500.


7. GOING CONCERN

   The  Company  incurred  a net loss of approximately $354,900  for  the  nine
months  ended September 30, 2005.  The Company's current liabilities exceed its
current assets  by  approximately  $937,000  as  of  September 30, 2005.  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.

                                       10

<PAGE>

   Item 2. Management's Discussion and Analysis

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

(A)   PLAN OF OPERATION.

      Can-Cal Resources Ltd. is a public company engaged in the acquisition and
exploration  of precious metals mineral properties. The Company  has  initiated
the re-evaluation of its North American properties, which began the 2nd quarter
of 2005, through  in-house  and  independent  analysis.   Further  testing  and
research  is  currently  being conducted on the Pisgah and Wickieup material by
independent third parties  in  California,  Nevada  and  Israel.   The Board of
Directors anticipates final determinations of recovery in 2005.  In  the  event
the material indicates a commercial value, an industry recognized, independent,
third party firm will be contracted to conduct a "Chain of Custody" program for
verification  of the analysis.  The Company will also continue to hold the ARCO
# 1 and ARCO # 2 properties in Mexico as a future drill target.

      The Company  presently  has  gold exploration projects located in Mexico,
California and Arizona.  In September  2003,  the Company incorporated a wholly
owned Mexican subsidiary, Sierra Madre Resources  S. A. de C. V. ("SMR"), which
is the Company's principal vehicle for acquisitions in Mexico.

      In 2004, the Company acquired a 100% interest  in  a  gold-silver mineral
concession, referred to as the Arco Project, consisting of a  land  package  of
463  hectares  (approximately  1,140  acres) that is owned by a private Mexican
individual.  Also, in 2004, the Company applied to Mexico's Director General of
Mines for a gold-silver mineral concession,  referred to as the Arco 2 Project,
which  includes  a land package of 2,918 hectares  (approximately  7,178acres).
The Arco 2 concession is contiguous with, and extends 7 kilometers to the north
of, the Arco Project.   The  Arco  and  Arco  2 Projects are located in Durango
State, approximately 120 kilometers north-northwest of the city of Durango, and
lies in the Central Plateau Gold-Silver belt of  the  Sierra  Madre Occidental,
near  the  historic Silver-Lead-Zinc district of Tejamen.  During  May  -  July
2004, SMR mapped  the  Arco  concession  and  conducted  two rock chip-sampling
programs of the project's veins, which produced encouraging  gold assay results
and identified new vein structures.  The Arco Project has been  advanced to the
drill-ready stage.  The timing of SMR's initiation of this drilling  program is
subject to available financing.

                                       11

<PAGE>

      In  March  2005,  the  Company  signed  two  option agreements to acquire
interests  in  the  mining  rights  to  29  gold-silver  concessions,  covering
approximately 3,100 hectares (approximately 7,700 acres).   Following extensive
consultation  and  based on the Company's due diligence review,  the  Board  of
Directors decided not to proceed on its joint venture with Minera Apolo S.A. de
C.V. ("MINERA") otherwise known as the "Pinos Project".

      The Company plans to expand its U.S. property holdings in 2005.

      The Company has  discontinued  industrial sales of the volcanic materials
located on the Pisgah property until the  small-scale  in-house and independent
analysis of the Pisgah material is complete.

      The  Company presently has one full-time employee and  will  continue  to
rely on outside  consultants  and  agents, in the near-term, to perform various
administrative, legal and technical functions, as required.


                                       12

<PAGE>

(B)   LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

   As of September 30, 2005, the Company  had  a  working  capital  deficit  of
$937,400  and  approximately  $60,700 cash was available to sustain operations,
which would cover the Company's  planned activities through December 2005, at a
minimum.  The working capital deficit  as  of  June  30,  2005 was $905,100 and
approximately $109,300 cash was available.  We may seek additional  capital  by
the sale of restricted shares of common stock in private placement transactions
in  Canada,  loans  from  directors,  or  possible  funding  or  joint  venture
arrangements  with  other  mining  companies.  On January 29, 2004, the Company
entered into an agreement with IBK Capital Corp. ("IBK"), whereby IBK agreed to
assist the Company in arranging financing  of  up  to $1,000,000 on terms to be
negotiated.   The  agreement has been extended at six-month  intervals  and  is
presently effective  through January 28, 2006 and may be terminated or extended
by either party upon 15  days  advance  notice in writing.  As of September 30,
2005, no financing had been finalized.  Other than the IBK agreement, there are
no plans or arrangements now in place to  fund  the Company by any of the means
noted above, and the outcome of the discussions with  other companies cannot be
predicted.

      The  Company sustained a net loss of $65,625 for the  three-month  period
ended September  30,  2005,  compared  to a net loss of $169,300 for the three-
month period ended September 30, 2004. The  reduced net loss in the 2005 period
was principally due to the closing of the New  Jersey  Branch  office  and  the
change in the number of Board Officers.

      The  $100,000  decrease in general and administrative expenses during the
three-month period ended September 30, 2005 compared to the same period in 2004
was principally due to:

                                       13

<PAGE>

   -  Vehicle Lease  decreased  by  $2,400  due  to the closing of the New
      Jersey Branch office.

   -  Dues/Fees decreased by $2,400 due to the closing  of  the New Jersey
      Branch office.

   -  Office expenses decreased by $7,500 due to the closing  of  the  New
      Jersey Branch office.

   -  Officers  Life  &  health  insurance  decreased by $2,700 due to the
      closing of the New Jersey Branch office.

   -  Auto expense decreased by $1,200 due to the pay off of Company Truck
      in Nov. 2004 and the closing of the New Jersey Branch office.

   -  Travel and Entertainment expenses decreased  by  $6,800, due to less
      international  travel  expenses  in general and the closing  of  the
      New Jersey Branch office

   -  Office rent and utilities decreased  by  $6,000,  principally due to
      the closing of the New Jersey Branch office.

   -  Interest  expenses  decreased by $2,100 due to principle  payoff  of
      loans.

   -  Property  taxes  decreased  by  $6,300  due  to  proper  accrual  of
      quarterly taxes during 2005.

   -  Stock Based Compensation and Consultants decreased by $33,200 due to
      decreased activities in  Mexico  and the closing of the  New  Jersey
      Branch office.

   -  Surveying and Assays expenses  decreased  by $4,800 due to decreased
      activities in Mexico.

   -  Consultants & Subcontractors decreased by $24,600,  principally  due
      to the closing of the New Jersey Branch office.


      Net  cash  used by operating activities amounted to approximately $42,000
for  the  three-month   period   ended   September   30,  2005,  compared  with
approximately $79,400 for the same period in 2004, principally  reflecting  the
decreased level of general and administrative expenses.

      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  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.

                                       14

<PAGE>




1. .  PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

 None.

       PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

         During  the  nine  months  ended  September  30, 2005, we sold 712,500
restricted common shares to 21 Canadian residents for a  total of $142,600, and
issued  warrants to purchase 712,500 restricted common shares,  exercisable  at
$0.25 per  share.  In  addition,  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, 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,  349,545  restricted  common shares for a
total value of $77,500 and granted 13,575 warrants (exercisable  for  two years
at  $0.25 per share) valued at $2,200 based on the Black Scholes model.   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.

      No commissions were paid in connection with these transactions

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      The Company is in default of its  semi-annual interest payment of $24,000
for  2002, 2003, 2004 and 2005 (a total of  $168,000)  on  a  note  payable  of
$300,000,  but  is  currently  negotiating  forbearance  on  collection  of the
interest.



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

NONE


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                                  SIGNATURES

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


                                       CAN-CAL RESOURCES LTD.
                                       (REGISTRANT)



Date:  November 21, 2005               By: /s/ Ronald D. Sloan
				       -------------------------------
                                               RONALD D. SLOAN,
                                               Chief Executive Officer
					       and President



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<PAGE>



                                    CERTIFICATION

      I, Ronald D. Sloan, certify that:

1.    I  have  reviewed  this  quarterly  report  on  Form  10-QSB/A of Can-Cal
      Resources Ltd.;

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

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

4.    I am responsible for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-14  and 15d-14) for the
registrant and we have:

      a.    designed  such disclosure controls and procedures  to  ensure  that
            material information  relating  to  the  registrant,  including its
            consolidated  subsidiaries,  is  made known to us by others  within
            those  entities,  particularly during  the  period  in  which  this
            quarterly report is being prepared;

      b.    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c.    presented  in  this quarterly  report  our  conclusions  about  the
            effectiveness of  the  disclosure  controls and procedures based on
            our evaluation as of the Evaluation Date;

5.    We  have  disclosed,  based  on  our  most  recent   evaluation,  to  the
registrant's auditors and board of directors:

      a.    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's  ability  to
            record,  process,  summarize  and  report  financial  data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b.    any  fraud,  whether  or not material, that involves management  or
            other employees who have  a  significant  role  in the registrant's
            internal controls; and

6.    We  have  indicated  in this quarterly report whether or not  there  were
significant  changes in internal  controls  or  in  other  factors  that  could
significantly  affect  internal  controls  subsequent  to  the date of our most
recent evaluation, including any corrective actions with regard  to significant
deficiencies and material weaknesses.

DATED this 21th day of November, 2005.


                                      /s/  Ronald D. Sloan
				      ---------------------------------------
                                           Ronald D. Sloan,
                                           President, Chief Executive Officer
                                           and Chief Financial Officer


                                       17

<PAGE>




                                                                     EXHIBIT 32


             CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63
                     OF TITLE 18 OF THE UNITED STATES CODE

                            as adopted pursuant to

                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      I, Ronald D. Sloan, the  chief  executive  officer  and  chief  financial
officer  of Can-Cal Resources Ltd., certify that (i) the  Quarterly  Report  on
Form 10-QSB/A for the quarter ended June 30, 2005, as filed by the Company with
the Securities and Exchange  Commission, to  which  this  Certification  is  an
Exhibit,   fully  complies  with  the  requirements  of  Section  13(a) of  the
Securities Exchange Act of 1934, as amended; and (ii) the information contained
in the Form  10-QSB  financial  statements  fairly  presents, in  all  material
respects,  the  financial  condition  and  results  of  operations  of  Can-Cal
Resources Ltd.



                                      /s/  Ronald D. Sloan
				      ---------------------------------------
                                           Ronald D. Sloan,
                                           President, Chief Executive Officer
                                           and Chief Financial Officer
                                           Date:  August 11, 2005


This certification accompanies this Report pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by  the  Company  for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A  signed original  of this written statement required by Section 906 has been
provided to Can-Cal Resources Ltd. and will be retained by  Can-Cal  Resources
Ltd. and furnished to the Securities and Exchange Commission or its staff upon
request.


                                       18

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