UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
      10-QSB/A


(Amendment
        No. 1)


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


For
      the fiscal quarter ended June 30, 2007





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 Section13
      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
xNo
o





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 August 10, 2007Common
                Stock, Par Value $.001.
            
            24,350,538




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










EXPLANATORY
      NOTE




This
      quarterly report on Form 10-QSB/A (“Form 10-QSB/A”) for the period ending
      June 30, 2007 is filed to amend the following:




·
            Balance
                Sheet within item 1 of Part I, as well as, all related footnotes
                and
                references thereto, in order to restate the correction of an error
                as
                explained in Note 2 of the Notes to the Financial
                Statements.




·
            Item
                3 of Part I to revise the wording concerning management’s evaluation and
                attestation over the Company’s disclosure
                controls.




Events have taken place that would have been reflected in the original Form
      10-QSB 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 August 13, 2007.









CONTENTSPAGE NO.PART
                I.
            FINANCIAL
                INFORMATIONITEM
                1.
            FINANCIAL
                STATEMENTSCondensed
                Balance Sheet (unaudited)
            3Condensed
                Statements of Operations (unaudited)
            4Condensed
                Statements of Cash Flows (unaudited)
            5Notes
                to Condensed Financial Statements (unaudited)
            6ITEM
                2.
            Management's
                Discussion and Analysis of Financial
                Condition and Results of Operations
            8ITEM
                3.
            Controls
                and Procedures
            14PART
                II.
            OTHER
                INFORMATIONITEM
                1.
            Legal
                Proceedings
            14ITEM
                2.
            Changes
                in Securities
            14ITEM
                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
 BALANCE
          SHEET
 (UNAUDITED)
 June
                    30,2007ASSETSCurrent
                    assetsCash
                
                $
                359,719Total
                    current assets
                
                
                359,719Fixed
                    assets, net
                
                
                61,468Other
                    assets, net
                
                
                430,634Total
                    assets
                
                $
                851,821LIABILITIES
                    AND STOCKHOLDERS' DEFICITCurrent
                    liabilitiesAccounts
                    payable
                
                $
                22,630Accrued
                    interest
                
                
                286,731Accrued
                    officer salary payable
                
                
                127,010Accrued
                    payroll taxes
                
                
                70,089Notes
                    payable, related parties
                
                
                358,184Unearned
                    Revenues
                
                
                20,625Total
                    current liabilities
                
                
                885,269Stockholders'
                    deficitPreferred
                    stock; $0.001 par value; 10,000,000 sharesauthorized,
                    no shares issued and outstanding
                
                
                -Common
                    stock; $0.001 par value; 100,000,000 sharesauthorized,
                    24,275,595 shares issued and outstanding
                
                
                24,276Additional
                    paid-in capital
                
                
                7,694,614Subscription
                    payable
                
                
                -Accumulated
                    deficit
                
                
                (7,752,338
                )Total
                    stockholders' deficit
                
                
                (33,448
                )Total
                    liabilities and stockholders' deficit
                
                $
                851,821
 See
          Accompanying Notes to Financial Statements
 3
 CAN-CAL
          RESOURCES LTD
 STATEMENTS
          OF OPERATIONS
 (UNAUDITED)
 For the Three Months Ended
                
                For the Six Months EndedJune 30,
                
                June 30,2007
                
                2006
                
                2007
                
                2006Material
                    sales
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Cost
                    of sales
                
                
                -
                
                
                -
                
                
                -
                
                
                -Gross
                    profit
                
                
                -
                
                
                -
                
                
                -
                
                
                -ExpensesBeneficial
                    conversion discount
                
                
                -
                
                
                12,600
                
                
                -
                
                
                21,000Exploration
                    costs
                
                
                55,635
                
                
                1,800
                
                
                102,943
                
                
                10,700Depreciation
                
                
                3,816
                
                
                1,600
                
                
                6,021
                
                
                3,300General
                    and administrative expenses
                
                
                58,251
                
                
                42,700
                
                
                106,745
                
                
                89,200General
                    and administrative expenses - related party
                
                
                32,886
                
                
                158,300
                
                
                64,052
                
                
                173,300Total
                    operating expenses
                
                
                150,588
                
                
                217,000
                
                
                279,761
                
                
                297,500Loss
                    from operations
                
                
                (150,588
                )
                
                (217,000
                )
                
                (279,761
                )
                
                (297,500
                )Other
                    income (expense)Interest
                    income
                
                
                3,505
                
                
                -
                
                
                6,959
                
                
                100Other
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                2,000Gain
                    on disposal of fixed assets
                
                
                3,701
                
                
                -
                
                
                3,701
                
                
                -Rental
                    revenue
                
                
                5,625
                
                
                22,100
                
                
                11,250
                
                
                35,200Interest
                    expense
                
                
                (14,307
                )
                
                (26,800
                )
                
                (28,887
                )
                
                (47,200
                )Total
                    other income (expense)
                
                
                (1,476
                )
                
                (4,700
                )
                
                (6,977
                )
                
                (9,900
                )Loss
                    before provision for income taxes
                
                
                (152,064
                )
                
                (221,700
                )
                
                (286,738
                )
                
                (307,400
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    loss
                
                $
                (152,064
                )
                $
                (221,700
                )
                $
                (286,738
                )
                $
                (307,400
                )Basic
                    and diluted weighted averagecommon
                    shares outstanding
                
                
                24,157,828
                
                
                19,413,570
                
                
                23,922,171
                
                
                19,255,320Basic
                    and diluted loss per common share
                
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.01
                )
                $
                (0.02
                )
  See
          Accompanying Notes to Financial Statements
  4
 CAN-CAL
          RESOURCES LTD
 STATEMENTS
          OF CASH FLOWS
 (UNAUDITED)
 For the Six Months EndedJune 30,2007
                
                2006Cash
                    flows from operating activities:Net
                    loss
                
                $
                (286,738
                )
                $
                (307,400
                )Adjustments
                    to reconcile net loss to netcash
                    used by operating activities:Depreciation
                    and amortization
                
                
                6,021
                
                
                3,200Gain
                    on disposal of fixed assets
                
                
                (3,701
                )
                
                -Stock
                    based compensation
                
                
                2,000
                
                
                900Stock
                    options granted to officers and consultants
                
                
                -
                
                
                123,500Beneficial
                    conversion feature on convertible debt
                
                
                -
                
                
                35,800Common
                    stock issued for accrued wages, related party
                
                
                22,000
                
                
                -Decrease
                    (increase) in assets:Accounts
                    receivable
                
                
                3,600
                
                
                -Other
                    assets
                
                
                (34
                )
                
                (3,400
                )Increase
                    (decrease) in liabilities:Accounts
                    payable
                
                
                (11,570
                )
                
                (18,900
                )Accrued
                    interest
                
                
                24,231
                
                
                25,600Accrued
                    officer salary
                
                
                (51,256
                )
                
                41,100Unearned
                    revenues
                
                
                11,225
                
                
                11,200Net
                    cash used by operating activities
                
                
                (284,222
                )
                
                (88,400
                )Cash
                    flows from investing activities:Purchase
                    of fixed assets
                
                
                (51,788
                )
                
                -Proceeds
                    from sale of fixed assets
                
                
                7,000
                
                
                -Net
                    cash used in investing activities
                
                
                (44,788
                )
                
                -Cash
                    flows from financing activities:Payment
                    due to stockholder
                
                
                -
                
                
                (500
                )Proceeds
                    from convertible debenture
                
                
                -
                
                
                40,000Principal
                    payments on notes payable, related parties
                
                
                (23,116
                )
                
                (7,700
                )Proceeds
                    from issuance of common stock
                
                
                114,040
                
                
                112,800Proceeds
                    from the exercise of warrants
                
                
                178,105
                
                
                -Net
                    cash provided by financing activities
                
                
                269,029
                
                
                144,600Net
                    increase (decrease) in cash
                
                
                (59,981
                )
                
                56,200Cash,
                    beginning of period
                
                
                419,700
                
                
                17,000Cash,
                    end of period
                
                $
                359,719
                
                $
                73,200Supplemental
                    disclosure of cash flow information:Cash
                    paid for income taxes
                
                $
                -
                
                $
                -Cash
                    paid for interest
                
                $
                -
                
                $
                -
 See
          Accompanying Notes to Financial Statements
  5
 CAN-CAL
          RESOURCES LTD
 NOTES
          TO
          CONDENSED FINANCIAL STATEMENTS
 (UNAUDITED)





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, 2006 of Can-Cal
      Resources Ltd ("the Company").





The
      interim 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 June 30, 2007 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.
                CORRECTION
                    OF ERROR - ERROR RELATES TO A YEAR NOT PRESENTED IN THE COMPARATIVE
                    FINANCIAL STATEMENTS




Other
        assets has been increased by $381,500 as of December 31, 2006 to correct
        an
        error made in 2006. The prior period error relates to our valuation of mineral
        rights acquired through the issuance of 1,000,000 shares of our $0.001 par
        value
        common stock. The error had no effect on net income. The following is a summary
        of the prior year adjustment:




Increase
                of previously reported other assets:-
                unrecorded value of mineral rights acquired
            
            $
            381,500Increase
                of previously reported additional paid in capital:-
                unrecorded amount of additional paid in capital on stock
                issuance
            
            $
            381,500




The
      effect on the Company’s previously issued June 30, 2007 financial statements are
      summarized as follows:





*Consolidated
      Balance Sheet as of June 30, 2007*




*Previously*
              *Reported*
            
            *Net*
              *Change*
            
            *Restated*AssetsCurrent
                assetsCash
            
            $
            359,719
            
            $
            -
            
            $
            359,719Total
                current assets
            
            
            359,719
            
            
            -
            
            
            359,719Fixed
                assets, net
            
            
            61,468
            
            
            -
            
            
            61,468Other
                assets, net
            
            
            49,134
            
            
            381,500
            
            
            430,634$
            470,321
            
            $
            381,500
            
            $
            851,821Current
                liabilitiesAccounts
                payable
            
            $
            22,630
            
            $
            -
            
            $
            22,630Accrued
                interest
            
            
            286,731
            
            
            -
            
            
            286,731Accrued
                officer salary
            
            
            127,010
            
            
            -
            
            
            127,010Accrued
                payroll taxes
            
            
            70,089
            
            
            -
            
            
            70,089Notes
                payable - related parties
            
            
            358,184
            
            
            -
            
            
            358,184Unearned
                revenues
            
            
            20,625
            
            
            -
            
            
            20,625Total
                current liabilities
            
            
            885,269
            
            
            -
            
            
            885,269Commitments
                and contingencies
            
            
            -
            
            
            -
            
            
            -Stockholders’
                deficitPreferred
                stock
            
            
            -
            
            
            -
            
            
            -Common
                stock
            
            
            24,276
            
            
            -
            
            
            24,276Additional
                paid-in capital
            
            
            7,313,114
            
            
            381,500
            
            
            7,694,614Accumulated
                deficit
            
            
            (7,752,338
            )
            
            -
            
            
            (7,752,338
            )Total
                stockholders’ deficit
            
            
            (414,948
            )
            
            381,500
            
            
            (33,448
            )$
            470,321
            
            $
            381,500
            
            $
            851,821


6


3.
              NOTES
                  PAYABLE, RELATED PARTIES




Notes
      payable consisted of the following as of June 30, 2007:




Note
                payable to a stockholder, secured by real property, bearing interest
                at
                16.0% per annum, semi-annual interest only payments, matured November
                2005
            
            $
            300,000Note
                payable to a stockholder, secured by real property, bearing interest
                at
                8.0% per annum, maturing August 2007
            
            
            24,133Note
                payable to a stockholder, secured by real property, bearing interest
                at
                8.0% per annum, maturing July 2007
            
            
            34,051Current
                portion (amounts due within one year)
            
            $
            358,184




The
      Company is in default of its semi-annual interest payments of $268,000 for
      the
      years ended 2002, 2003, 2004, 2005, 2006 and the six months ended June 30,
      2007
      on a note payable of $300,000. The Company is currently negotiating forbearance
      on collection of the principal and interest.





4.
            CHANGES
                IN SECURITIES





During
      the six months ended June 30, 2007, the Company sold 246,137 restricted shares
      of common stock to various accredited Canadian and US investors for a total
      of
      $114,052, and issued warrants to purchase 246,137 restricted common shares,
      exercisable between $.45 and $.65 per share. The Company also redeemed 712,372
      restricted common stock warrants to various accredited investors for a total
      of
      $178,093. 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.




During
      the six months ended June 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 on April
      30,
      2007. In addition to monthly cash payments of $3,500 per month for twelve (12)
      consecutive months beginning January 2007 and terminating December 2007, the
      Company has recorded debt forgiveness of $101,745 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.




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.
            GOING
                CONCERN





The
      Company incurred a net loss of $286,738 for the six months ended June 30, 2007.
      The Company's current liabilities exceed its current assets by approximately
      $525,550 as of June 30, 2007. 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.





7.
            SUBSEQUENT
                EVENTS





On
      July
      7, 2007 the Company issued 4,000 shares of common stock at $.50 per share and
      an
      equal amount of warrants at $.65 per share to an individual investor.





On
      July
      10, 2007 the Company issued 11,000 shares of common stock at $.50 per share
      and
      an equal amount of warrants at $.65 per share in total to five different
      investors.


7





ITEM
      2.
      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 initiated the re-evaluation
      of
      its North American properties, which began the 2nd quarter of 2005, through
      in-house and independent analysis.





On
      June
      26, 2006, the Company signed a letter of intent with E.R.S. Ltd., an Israeli
      owned Cyprus corporation with offices located in Tel Aviv. The letter of intent
      was to expand testing by E.R.S. on material from Can-Cal's Pisgah property.
      As
      of June 30, 2007, the Company was unable to reach a definitive agreement with
      E.R.S.; therefore, the Board of Directors voted unanimously to discontinue
      further negotiations.





In
      April,
      June, July and September 2006, the Company conducted further surface sampling
      and rock wall sampling on its Wikieup, Arizona property. These samples were
      shipped to ALS Chemex, an internationally recognized assayer for fire assays
      and
      I.C.P. tests. The preliminary assay results were encouraging and the Company
      will continue with further surface sampling from various areas of the
      approximate six square miles of claimed land.





In
      May
      and June 2006, Can-Cal acquired an additional 66 20-acre lode claims for the
      filing cost of $1,200. This increased the Company's property holding to 1900
      acres or 2.969 square miles of 95 lode claims.





On
      August
      28, 2006, Can-Cal acquired an additional 1,800 acres from the Rose Trust in
      exchange for 1,000,000 restricted shares of its common stock. This increases
      the
      Company's property holding on its Wikieup, Arizona property to approximately
      six
      square miles. The area is accessed by gravel road just off highway 93
      approximately eight miles from the town of Wikieup, Arizona.





Adits,
      tunnels, and open pit locations following what may be a trend or vein structure
      over a large region have been found on the property. The legacy of previous
      mining activity including; abandoned equipment, stone built homes, a cement
      water reservoir and numerous tailings piles can be seen from various
      locations.





Upon
      receipt of the recent surface sample assay results from ALS Chemex (up to Au
      1.27 O.P.T , Ag - 32.52 O.P.T and Zn 25.1 %) the Company is attempting to follow
      what may be a trend or vein structure and has subsequently claimed the
      additional 1,320 acres.





The
      geology of the Wikieup area claims is comprised of Precambrian granoids and
      gneiss. Outcrops are extensive on the property and rock units include diorite,
      gabbro and granitic dikes.





The
      Company is continuing the surface sampling program and plans to hire an
      independent geologist for continued exploration.




The
      Company plans to expand its U.S. property holdings in 2007.




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





(B)
            RESULTS
                OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND
                2006.





The
      following table summarizes selected items from the statement of operations
      for
      the three months ended June 30, 2007 compared to June 30, 2006.





8




EXPENSES:


Three
                  Months EndedJune
                  30,2007
              
              2006
              
              Increase/(Decrease)Amount
              
              Amount
              
              $
              
              %Expenses:Beneficial
                  conversion discount
              
              $
              -
              
              $
              12,600
              
              $
              (12,600
              )
              
              (100
              )%Exploration
                  costs
              
              
              55,635
              
              
              1,800
              
              
              53,835
              
              
              2,991
              %Depreciation
              
              
              3,816
              
              
              1,600
              
              
              2,216
              
              
              139
              %General
                  & administrative expenses
              
              
              58,251
              
              
              42,700
              
              
              15,551
              
              
              36
              %General
                  & administrative expenses - related party
              
              
              32,886
              
              
              158,300
              
              
              (125,414
              )
              
              (79
              )%Total
                  operating expenses
              
              
              150,588
              
              
              217,000
              
              
              (66,412
              )
              
              (31
              )%Loss
                  from operations
              
              
              (150,588
              )
              
              (217,000
              )
              
              (66,412
              )
              
              (31
              )%Other
                  income (expense):Interest
                  income
              
              
              3,505
              
              
              -
              
              
              3505
              
              
              100
              %Gain
                  on disposal of fixed assets
              
              
              3,701
              
              
              -
              
              
              3,701
              
              
              100
              %Rental
                  revenue
              
              
              5,625
              
              
              22,100
              
              
              (16,475
              )
              
              (75
              )%Interest
                  expense
              
              
              (14,307
              )
              
              (26,800
              )
              
              (12,493
              )
              
              (47
              )%Net
                  loss
              
              $
              (152,064
              )
              $
              (221,700
              )
              $
              (69,636
              )
              
              (31
              )%




BENEFICIAL
      CONVERSION DISCOUNT





During
      the three months ended June 30, 2006, beneficial conversion discount in the
      amount of $12,600 relates to a convertible feature of the Company's long term
      debt.





EXPLORATION
      COSTS




Exploration
      costs for the three months ended June 30, 2007 increased by $53,835 or 2,991%
      from $1,800 for the three months ended June 30, 2006 to $55,635 for the three
      months ended June 30, 2007. The increase is a result of increased exploration
      of
      US properties in order to extract precious metals for testing purposes.




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.





9





DEPRECIATION





Depreciation
      for the three months ended June 30, 2007 increased by $2,216 or 139% from $1,600
      for the three months ended June 30, 2006 to $3,816 for the three months ended
      June 30, 2007. The increase is principally due to the additional depreciation
      of
      assets purchased in April of 2007.





GENERAL
      AND ADMINISTRATIVE EXPENSES





General
      and administrative expenses for the three months ended June 30, 2007 increased
      by $15,551 or 36% from $42,700 for the three months ended June 30, 2006 to
      $58,251 for the three months ended June 30, 2007. The increase is principally
      due to increased legal and accounting fees surrounding our SEC regulatory
      requirements.





GENERAL
      AND ADMINISTRATIVE EXPENSES - RELATED PARTY





General
      and administrative expenses - related party for the three months ended June
      30,
      2007 decreased by $125,414 or 79% from $158,300 for the three months ended
      June
      30, 2006 to $32,886 for the three months ended June 30, 2007. The decrease
      is
      principally due to the one time charge in 2006 related to options that were
      issued to an Officer of the Company. No such options were issued in 2007.





TOTAL
      OPERATING EXPENSES





Total
      operating expenses for the three months ended June 30, 2007 decreased by $66,412
      or 31% from $217,000 for the three months ended June 30, 2006 to $150,588 for
      the three months ended June 30, 2007. The decrease in total operating expenses
      was mainly a result of management's efforts to control overhead costs. During
      the prior year, we experienced non-recurring costs required to support certain
      debt financing activities, as well as, costs associated with the issuance of
      options to an Officer of the Company.




OTHER
      INCOME (EXPENSE)





During
      the three months ended June 30, 2007, interest income in the amount of $3,505
      relates to interest earned on cash received as a result of financing activities,
      and gain on disposal of fixed assets in the amount of $3,701 was derived from
      the sale of two vehicles.





Rental
      revenue for the three months ended June 30, 2007 decreased by $16,475 or 75%
      from $22,100 for the three months ended June 30, 2006 compared to $5,625 for
      the
      three months ended June 30, 2007. The significant decrease is due to a one
      time
      charge in 2006 related to the rental of the Company's land to a movie production
      company.





Interest
      expense for the three months ended June 30, 2007 decreased by $12,493 or 47%
      from $26,800 for the three months ended June 30, 2006 compared to $14,307 for
      the three months ended June 30, 2007. The significant decrease is due to the
      repayment of certain long term debts that were paid with the Company's common
      stock at the end of 2006.





NET
      LOSS




Our
      net
      loss was $152,064 for the three months ended June 30, 2007 compared to a net
      loss of $221,700 for the three months ended June 30, 2006. 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.





(C)
            RESULTS
                OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND
                2006.





The
      following table summarizes selected items from the statement of operations
      for
      the six months ended June 30, 2007 compared to June 30, 2006.





10





EXPENSES:




SIX MONTHS ENDEDJUNE 30,2007
            
            2006
            
            INCREASE/(DECREASE)AMOUNT
            
            AMOUNT
            
            $
            
            %Expenses:Beneficial
                conversion discount
            
            $
            -
            
            $
            21,000
            
            $
            (21,000
            )
            
            (100
            )%Exploration
                costs
            
            
            102,943
            
            
            10,700
            
            
            92,243
            
            
            862
            %Depreciation
            
            
            6,021
            
            
            3,300
            
            
            2,721
            
            
            82
            %General
                & administrative expenses
            
            
            106,745
            
            
            89,200
            
            
            17,545
            
            
            20
            %General
                & administrative expenses - related party
            
            
            64,052
            
            
            173,300
            
            
            (109,248
            )
            
            (63
            )%Total
                expenses
            
            
            279,761
            
            
            297,500
            
            
            (17,739
            )
            
            (6
            )%Net
                operating loss
            
            
            (279,761
            )
            
            (297,500
            )
            
            (17,739
            )
            
            (6
            )%Other
                income (expense):Interest
                income
            
            
            6,959
            
            
            100
            
            
            6,859
            
            
            6,859
            %Gain
                on disposal of fixed asset
            
            
            3,701
            
            
            -
            
            
            3,701
            
            
            100
            %Rental
                revenue
            
            
            11,250
            
            
            37,200
            
            
            (25,950
            )
            
            (70
            )%Interest
                expense
            
            
            (28,887
            )
            
            (47,200
            )
            
            (18,313
            )
            
            (39
            )%Net
                loss
            
            $
            (286,738
            )
            $
            (307,400
            )
            $
            (20,662
            )
            
            (7
            )%




BENEFICIAL
      CONVERSION DISCOUNT





During
      the six months ended June 30, 2006, beneficial conversion discount in the amount
      of $21,000 relates to a convertible feature of the Company's long term debt.





EXPLORATION
      COSTS




Exploration
      costs for the six months ended June 30, 2007 increased by $92,243 or 862% from
      $10,700 for the six months ended June 30, 2006 to $102,943 for the six months
      ended June 30, 2007. The increase is a result of increased exploration of US
      properties in order to extract precious metals for testing purposes. 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.





11





DEPRECIATION





Depreciation
      for the six months ended June 30, 2007 increased by $2,721 or 82% from $3,300
      for the six months ended June 30, 2006 to $6,021 for the six months ended June
      30, 2007. The increase is principally due to the additional depreciation of
      assets purchased in April of 2007.





GENERAL
      AND ADMINISTRATIVE EXPENSES





General
      and administrative expenses for the six months ended June 30, 2007 increased
      by
      $17,545 or 20% from $89,200 for the six months ended June 30, 2006 to $106,745
      for the six months ended June 30, 2007. The increase is principally due to
      increased legal and accounting fees surrounding our SEC regulatory requirements.





GENERAL
      AND ADMINISTRATIVE EXPENSES - RELATED PARTY





General
      and administrative expenses - related party for the six months ended June
      30, 2007 decreased by $109,248 or 63% from $173,300 for the six months ended
      June 30, 2006 to $64,052 for the six months ended June 30, 2007. The decrease
      is
      principally due to the one time charge in 2006 related to options that were
      issued to an Officer of the Company. No such options were issued in
      2007.





TOTAL
      OPERATING EXPENSES





Total
      operating expenses for the six months ended June 30, 2007 decreased by $17,739
      or 6% from $297,500 for the six months ended June 30, 2006 to $279,761
      for the six months ended June 30, 2007. The decrease in total operating expenses
      was mainly a result of management's efforts to control overhead costs. During
      the prior year, we experienced non-recurring costs required to support certain
      debt financing activities, as well as, costs associated with the issuance of
      options to an Officer of the Company.




OTHER
      INCOME (EXPENSE)





Interest
      income for the six months ended June 30, 2007 increased by $6,859 or 6,859%
      from
      $100 for the six months ended June 30, 2006 to $6,959 for the six months ended
      June 30, 2007. The increase is principally due to interest earned on a money
      market account that was opened in 2007 using proceeds from financing activities.




During
      the six months ended June 30, 2007, the Company recognized a gain on disposal
      of
      fixed assets in the amount of $3,701 from the sale of two vehicles.





Rental
      revenue for the six months ended June 30, 2007 decreased by $25,950 or 70%
      from
      $37,200 for the six months ended June 30, 2006 compared to $11,250 for the
      six
      months ended June 30, 2007. The significant decrease is due to a one time charge
      in 2006 related to the rental of the Company's land to a movie production
      company.





Interest
      expense for the six months ended June 30, 2007 decreased by $18,313 or 39%
      from
      $47,200 for the six months ended June 30, 2006 compared to $28,887 for the
      six
      months ended June 30, 2007. The significant decrease is due to the repayment
      of
      certain long term debts that were paid with the Company's common stock at the
      end of 2006.





NET
      LOSS




Our
      net
      loss was $286,738 for the six months ended June 30, 2007 compared to a net
      loss
      of $307,400 for the six months ended June 30, 2006. 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.





12





(D)
            LIQUIDITY
                AND CAPITAL RESOURCES AND RESULTS OF
                OPERATIONS





The
      following table summarizes total current assets, total current liabilities
      and
      working capital at June 30, 2007 compared to December 31, 2006.




June
                30,
            
            December
                31,
            
            INCREASE/(DECREASE)2007
            
            2006
            
            $
            
            %Current
                Assets
            
            $
            359,719
            
            $
            423,300
            
            $
            (63,581
            )
            
            (15
            )%Current
                Liabilities
            
            $
            885,269
            
            $
            1,037,500
            
            $
            (152,231
            )
            
            (15
            )%Working
                Capital (deficit)
            
            $
            (525,550
            )
            $
            (614,200
            )
            $
            (88,650
            )
            
            (14
            )%




Internal
      and External Sources of Liquidity




During
      the six months ended June 30, 2007, our operating and investing activities
      used
      cash of $284,222 and $44,788, respectively, while our financing activities
      provided cash of $269,029. 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
      June 30, 2007, our cash balance was $359,719. 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 December 31, 2007, 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 insure 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.




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.




13





ITEM
      3.
      CONTROLS AND PROCEDURES





As
      of the
      end of the period covered by this report, the certifying officer of the Company
      has evaluated the effectiveness of the Company's disclosure controls and
      procedures. This evaluation was carried out under the supervision and with
      the
      participation of our management, including our principal financial officer.
      Based on this evaluation, these officers have concluded that the design and
      operation of our disclosure controls and procedures are effective. There were
      no
      changes in our internal control over financial
      reporting or in other factors that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.





Disclosure
      controls and procedures are those controls and other procedures we maintain,
      which are designed to ensure that all of the information required to be
      disclosed by the Company in all its periodic reports filed with the SEC is
      recorded, processed, summarized and reported, within the time periods specified
      in the SEC's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by the company in its reports filed or submitted under
      the Securities Exchange Act of 1934 is accumulated and communicated to company
      management, as appropriate, to allow management to make 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.





PART
      II - OTHER INFORMATION




ITEM 1.
      LEGAL
      PROCEEDINGS





None.




ITEM
      2.
      CHANGES IN SECURITIES.




During
      the six months ended June 30, 2007, the Company sold 246,137 restricted shares
      of common stock to various accredited Canadian and US investors for a total
      of
      $114,052, and issued warrants to purchase 246,137 restricted common shares,
      exercisable between $.45 and $.65 per share. The Company also redeemed 712,372
      restricted common stock warrants to various accredited investors for a total
      of
      $178,093. 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.





14





During
      the six months ended June 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 on April
      30,
      2007. In addition to monthly cash payments of $3,500 per month for twelve (12)
      consecutive months beginning January 2007 and terminating December 2007, the
      Company has recorded debt forgiveness of $101,745 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.




ITEM
      3.
      DEFAULTS UPON SENIOR SECURITIES




The
      Company is in default of its semi-annual interest payments of $268,000 for
      the
      years ended 2002, 2003, 2004, 2005, 2006 and the six months ended June 30,
      2007
      on a note payable of $300,000. The Company is currently negotiating forbearance
      on collection of the principal and 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.





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:
                August 13, 2007
            By:
            /s/Ronald
                D. SloanRONALD
                D. SLOAN,Chief
                Executive Officer andPresident




15