UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended September 30,
2009





 ̈         TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
file number 000-26669





CAN-CAL
RESOURCES LTD.


(Exact
name of registrant as specified in its charter)





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





2500
Vista Mar Drive


Las
Vegas, Nevada  89128


(Address
of principal executive offices)





(702)
243-1849


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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
 ̈




Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files).                    ̈Yes
 ̈No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈  (Do
      not check if a smaller reporting company)
                Smaller reporting companyx





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).          Yes  ̈       No
x





The
number of shares of Common Stock, $0.001 par value, outstanding on November 16,
2009, was 29,647,196.





CAN-CAL
RESOURCES LTD.


FORM
10-Q


TABLE
OF CONTENTS





PagePART
      I – FINANCIAL INFORMATION
                    
                    1Item
      1. Financial Statements
                    
                    1Condensed
      Balance Sheets
                    
                    1Condensed
      Statements Of Operations
                    
                    2Condensed
      Statements Of Cash Flows
                    
                    3Notes
      To Condensed Financial Statements
                    
                    4Item
      2. Management’s Discussion and Analysis
                    
                    18Item
      3. Quantitative and Qualitative Disclosures about Market
    Risk
                    
                    25Item
      4T. Controls and Procedures
                    
                    25PART
      II – OTHER INFORMATION
                    
                    26Item
      1. Legal Proceedings
                    
                    26Item
      1A. Risk Factors
                    
                    26Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                    
                    27Item
      3. Defaults Upon Senior Securities
                    
                    27Item
      4. Submission of Matters to a Vote of Security Holders
                    
                    28Item
      5. Other Information
                    
                    28Item
      6. Exhibits
                    
                    29





PART
I – FINANCIAL INFORMATION


Item
1. Financial Statements





Can-Cal
Resources Ltd.


(an
Exploration Stage Company)


Condensed
Balance Sheets






September
      30,
                              
                              
                              December
      31,2009
                              
                              
                              2008(Unaudited)AssetsCurrent
      assets:Cash
                              
                              $
                              7,832
                              
                              
                              $
                              45,848Other
      current assets
                              
                              
                              -
                              
                              
                              
                              100Total
      current assets
                              
                              
                              7,832
                              
                              
                              
                              45,948Property,
      plant and equipment (net accumulated depreciation of $144,186 and
      $136,347)
                              
                              
                              49,657
                              
                              
                              
                              57,496Other
      assets:Capitalized
      mineral rights
                              
                              
                              1,248
                              
                              
                              
                              1,248Deposits
                              
                              
                              1,895
                              
                              
                              
                              1,8953,143
                              
                              
                              
                              3,143Total
      assets
                              
                              $
                              60,632
                              
                              
                              $
                              106,587Liabilities
      and Stockholders’ (Deficit)Current
      liabilities:Accounts
      payable and accrued liabilities
                              
                              $
                              53,675
                              
                              
                              $
                              33,356Accrued
      interest – related parties
                              
                              
                              403,797
                              
                              
                              
                              376,118Accrued
      officer salary
                              
                              
                              286,338
                              
                              
                              
                              211,689Rescission
      liability
                              
                              
                              1,413
                              
                              
                              
                              -Notes
      payable - related parties
                              
                              
                              367,350
                              
                              
                              
                              705,050Unearned
      revenues
                              
                              
                              18,333
                              
                              
                              
                              11,458Total
      current liabilities
                              
                              
                              1,130,906
                              
                              
                              
                              1,337,671Commitments
      and contingenciesStockholders’
      (deficit):Preferred
      stock, $0.001par value, 10,000,000 sharesauthorized,
      no shares issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      29,647,196 and 24,587,753 shares issued and outstandingas
      of September 30, 2009 and December 31, 2008, respectively
                              
                              
                              26,443
                              
                              
                              
                              24,588Common
      stock, authorized and unissued
                              
                              
                              3,204
                              
                              
                              
                              -Additional
      paid in capital
                              
                              
                              8,487,210
                              
                              
                              
                              7,831,502Accumulated
      (deficit)
                              
                              
                              (9,587,131
                              )
                              
                              
                              (9,087,174
                              )Total
      stockholders’ (deficit)
                              
                              
                              (1,070,274
                              )
                              
                              
                              (1,231,084
                              )Total
      liabilities and stockholders’ (deficit)
                              
                              $
                              60,632
                              
                              
                              $
                              106,587





The
accompanying notes are an integral part of the condensed financial
statements.


1


Can-Cal
Resources, Ltd.


(an
Exploration Stage Company)


Condensed
Statements of Operations


(Unaudited)





March
      22, 1995Three
      Months Ended
                                    
                                    
                                    Nine
      Months Ended
                                    
                                    
                                    (inception)
      toSeptember
      30,
                                    
                                    
                                    September
      30,
                                    
                                    
                                    September
      30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009Material
      sales
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    245,500Cost
      of sales
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    263,400Gross
      profit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (17,900
                                    )Expenses:Exploration
      costs
                                    
                                    
                                    13,239
                                    
                                    
                                    
                                    45,622
                                    
                                    
                                    
                                    31,900
                                    
                                    
                                    
                                    84,527
                                    
                                    
                                    
                                    524,225Depreciation
                                    
                                    
                                    2,613
                                    
                                    
                                    
                                    2,998
                                    
                                    
                                    
                                    7,839
                                    
                                    
                                    
                                    8,993
                                    
                                    
                                    
                                    238,616General
      and administrative
                                    
                                    
                                    87,196
                                    
                                    
                                    
                                    108,446
                                    
                                    
                                    
                                    254,957
                                    
                                    
                                    
                                    251,086
                                    
                                    
                                    
                                    6,328,193Executive
      compensation
                                    
                                    
                                    30,000
                                    
                                    
                                    
                                    30,000
                                    
                                    
                                    
                                    90,000
                                    
                                    
                                    
                                    90,000
                                    
                                    
                                    
                                    821,176Impairment
      of assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    442,524Total
      operating expenses
                                    
                                    
                                    133,048
                                    
                                    
                                    
                                    187,066
                                    
                                    
                                    
                                    384,696
                                    
                                    
                                    
                                    434,606
                                    
                                    
                                    
                                    8,354,734Loss
      from operations
                                    
                                    
                                    (133,048
                                    )
                                    
                                    
                                    (187,066
                                    )
                                    
                                    
                                    (384,696
                                    )
                                    
                                    
                                    (434,606
                                    )
                                    
                                    
                                    (8,372,634
                                    )Other
      income (expense)Interest
      expense
                                    
                                    
                                    (93,000
                                    )
                                    
                                    
                                    (18,337
                                    )
                                    
                                    
                                    (137,658
                                    )
                                    
                                    
                                    (47,601
                                    )
                                    
                                    
                                    (1,184,426
                                    )Interest
      income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    12
                                    
                                    
                                    
                                    8
                                    
                                    
                                    
                                    114
                                    
                                    
                                    
                                    52,922Rental
      income
                                    
                                    
                                    10,875
                                    
                                    
                                    
                                    31,019
                                    
                                    
                                    
                                    25,025
                                    
                                    
                                    
                                    57,633
                                    
                                    
                                    
                                    319,242Foreign
      currency gain (loss)
                                    
                                    
                                    (7,213
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,636
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,636
                                    )Income
      from legal judgment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    47,200Gain
      on sale of fixed assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    26,801Total
      other
                                    
                                    
                                    (89,338
                                    )
                                    
                                    
                                    12,694
                                    
                                    
                                    
                                    (115,261
                                    )
                                    
                                    
                                    10,146
                                    
                                    
                                    
                                    (740,897
                                    )Loss
      before tax provision
                                    
                                    
                                    (222,386
                                    )
                                    
                                    
                                    (174,372
                                    )
                                    
                                    
                                    (499,957
                                    )
                                    
                                    
                                    (424,460
                                    )
                                    
                                    
                                    (9,113,531
                                    )Provision
      for income taxes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      loss-continuing operations
                                    
                                    
                                    (222,386
                                    )
                                    
                                    
                                    (174,372
                                    )
                                    
                                    
                                    (499,957
                                    )
                                    
                                    
                                    (424,460
                                    )
                                    
                                    
                                    (9,113,531
                                    )Discontinued
      operations:Income
      from discontinuedoperations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    116,400(Loss)
      on disposal ofOperations,
      net of tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (590,000
                                    )Net
      (loss)
                                    
                                    $
                                    (222,386
                                    )
                                    
                                    $
                                    (174,372
                                    )
                                    
                                    $
                                    (499,957
                                    )
                                    
                                    $
                                    (424,460
                                    )
                                    
                                    $
                                    (9,587,131
                                    )Loss
      per common share -Basic
      and fully diluted
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.02
                                    )
                                    
                                    $
                                    (0.02
                                    )Weighted
      average commonShares
      outstanding -Basic
      and fully diluted
                                    
                                    
                                    29,483,306
                                    
                                    
                                    
                                    24,587,753
                                    
                                    
                                    
                                    26,472,332
                                    
                                    
                                    
                                    24,585,844





The
accompanying notes are an integral part of these condensed financial
statements.


2


Can-Cal
Resources Ltd.


(an
Exploration Stage Company)


Condensed
Statements of Cash Flows


(Unaudited)





Nine
      Months Ended
                        
                        
                        March
      22, 1995
                          (Inception)
      toSeptember
      30,
                        
                        
                        September
      30,
                        
                        
                        September
      30,2009
                        
                        
                        2008
                        
                        
                        2009Cash
      flows from operating activities:Net
      (loss)
                        
                        $
                        (499,957
                        )
                        
                        $
                        (424,460
                        )
                        
                        $
                        (9,587,131
                        )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      and amortization
                        
                        
                        7,839
                        
                        
                        
                        8,993
                        
                        
                        
                        255,616Bad
      debts
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        207,100(Gain)
      loss on sale of fixed assets
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (6,501
                        )Stock
      based compensation
                        
                        
                        13,300
                        
                        
                        
                        -
                        
                        
                        
                        546,114Stock
      and warrants issued for financing and interest
                        
                        
                        78,961
                        
                        
                        
                        -
                        
                        
                        
                        602,161Beneficial
      conversion feature on convertible debenture
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        25,200Loss
      on disposal of investment property
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        938,600Undistributed
      earnings of affiliate
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (174,300
                        )Gain
      on discontinued operations
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (116,400
                        )Gain
      (loss) on foreign currency translation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        8,500Impairment
      of operating assets
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        442,524Decrease
      (increase) in assets:Accounts
      receivable
                        
                        
                        100
                        
                        
                        
                        -
                        
                        
                        
                        -Other
      current assets
                        
                        
                        -
                        
                        
                        
                        (12,095
                        )
                        
                        
                        (90,700
                        )Other
      assets
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (1,895
                        )Increase
      (decrease) in liabilities:Accounts
      payable and accrued expenses
                        
                        
                        (46,181
                        )
                        
                        
                        (17,355
                        )
                        
                        
                        (12,825
                        )Accrued
      interest – related parties
                        
                        
                        56,773
                        
                        
                        
                        45,923
                        
                        
                        
                        432,891Accrued
      officer salary
                        
                        
                        74,649
                        
                        
                        
                        71,037
                        
                        
                        
                        286,337Unearned
      revenues
                        
                        
                        6,875
                        
                        
                        
                        6,667
                        
                        
                        
                        18,333Net
      cash used by operating activities
                        
                        
                        (307,641
                        )
                        
                        
                        (321,290
                        )
                        
                        
                        (6,226,376
                        )Cash
      flows from investing activities:Purchase
      of investment property
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (1,083,600
                        )Proceeds
      from sale of investment property
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        319,300Purchase
      of property, equipment and mineral interests
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (768,644
                        )Proceeds
      from sale of property, equipment and mineral interests
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        26,100Net
      cash used by investing activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (1,506,844
                        )Cash
      flows from financing activities:Proceeds
      from notes payable
                        
                        
                        -
                        
                        
                        
                        258,500
                        
                        
                        
                        948,400Principal
      payments on notes payable
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (689,900
                        )Proceeds
      from notes payable, related parties
                        
                        
                        31,800
                        
                        
                        
                        40,000
                        
                        
                        
                        845,600Principal
      payment on notes payable, related parties
                        
                        
                        -
                        
                        
                        
                        (40,000
                        )
                        
                        
                        (367,250
                        )Proceeds
      from issuance of common stock
                        
                        
                        237,825
                        
                        
                        
                        8,125
                        
                        
                        
                        7,004,202Net
      cash provided by financing activities
                        
                        
                        269,625
                        
                        
                        
                        266,625
                        
                        
                        
                        7,741,052Net
      increase (decrease) in cash
                        
                        
                        (38,016
                        )
                        
                        
                        (54,665
                        )
                        
                        
                        7,832Cash,
      beginning of period
                        
                        
                        45,848
                        
                        
                        
                        105,987
                        
                        
                        
                        -Cash,
      end of period
                        
                        $
                        7,832
                        
                        
                        $
                        51,322
                        
                        
                        $
                        7,832Supplemental
      disclosure of cash flow information:Cash
      paid for income taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Shares
      issued for debt conversion
                        
                        $
                        398,594
                        
                        
                        $
                        -
                        
                        
                        $
                        398,593Rescission
      Liability
                        
                        $
                        67,913
                        
                        
                        $
                        -
                        
                        
                        $
                        67,913




The
accompanying notes are an integral part of the condensed financial
statements.


3


Can-Cal
Resources Ltd.


(an
Exploration Stage Company)


Notes
to Condensed Financial Statements


(Unaudited)





1.
            BASIS OF
      PRESENTATION





The
accompanying unaudited condensed financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should be
read in conjunction with the Form 10-K for the year ended December 31, 2008 of
Can-Cal Resources Ltd. (the “Company”).





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





The
interim financial information is unaudited. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to present
fairly the financial position as of September 30, 2009 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.
            GOING
      CONCERN





The
Company incurred a net loss of $499,957 for the nine months ended September 30,
2009. In addition, the Company’s current liabilities exceed its current assets
by $1,123,074 as of September 30, 2009. 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.


4





3.
            NOTES PAYABLE –
      RELATED PARTY





Notes
payable consisted of the following as of September 30, 2009 and December 31,
2008, respectively:




September
      30,
                            2009
                          
                          
                          December
      31,
                            2008Note
      payable to a stockholder, secured by real property, bearing interest at
      16.0% per annum, interest only payments payable in semi-annual payments,
      matured November 2005
                          
                          $
                          300,000
                          
                          
                          $
                          300,000Note
      payable to a stockholder, secured by real property, bearing interest at
      8.0% per annum, maturing July 2008
                          
                          
                          25,114
                          
                          
                          
                          25,114Note
      payable to a stockholder, secured by real property, bearing interest at
      8.0% per annum, maturing June 2008
                          
                          
                          35,436
                          
                          
                          
                          35,436Note
      payable to an officer, unsecured bearing interest at 8.0% per annum,
      maturing December 2009
                          
                          
                          -
                          
                          
                          
                          86,000Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing June
      2008
                          
                          
                          -
                          
                          
                          
                          7,500Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing March,
      2009
                          
                          
                          -
                          
                          
                          
                          24,000Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing June
      2009
                          
                          
                          -
                          
                          
                          
                          30,000Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing June
      2009
                          
                          
                          -
                          
                          
                          
                          50,000Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing June
      2009
                          
                          
                          -
                          
                          
                          
                          75,000Note
      payable, unsecured, bearing interest at 8.0% per annum, maturing June
      2009
                          
                          
                          -
                          
                          
                          
                          72,000Note
      payable, unsecured, non-interest bearing and due on demand
                          
                          
                          6,800
                          
                          
                          
                          -Total
      notes payable
                          
                          
                          367,350
                          
                          
                          
                          705,050Less
      current portion
                          
                          
                          367,350
                          
                          
                          
                          705,050Long-term
      notes payable, less current portion
                          
                          $
                          -
                          
                          
                          $
                          -


5





3.
            NOTES PAYABLE
      (cont.)





We have
recorded interest expense related to these notes in the amounts
of $56,773 and $47,601 during the nine months ended September 30, 2009 and
2008, respectively.





4.
            RELATED PARTY
      TRANSACTIONS





In 2006,
the Company agreed to pay its CEO an annual salary of $120,000. As of September
30, 2009 and December 31, 2008, the accrued salary due to its CEO was $286,338
and $211,689, respectively.





5.
            CHANGES IN
      SECURITIES




1996


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




1997


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





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





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





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





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





1998


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





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





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


6





1999


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





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





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





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





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





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





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





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





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





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





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





2000


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





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


7





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





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





2001


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





During
October, 2001 the company signed an Investment Agreement with two funds
(Dutchess Private Equities Fund LP and DRH Investment Company LLC) to sell to
those funds up to $8,000,000 in common stock of the company, for a period of
three years. In connection with the Investment Agreement, the company issued
606,059 shares of restricted common stock to Dutchess Fund and its advisor, and
to a broker-dealer firm, for services valued at $400,000, to induce those
entities to enter into the Investment Agreement and perform services
contemplated under such agreement. The company also issued 37,000 shares of
restricted common stock to the attorney for Dutchess Fund.





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





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




2002


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





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





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


8





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





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





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





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





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





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





2003


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


9





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





During
2003, 205,166 restricted common shares in payment of $31,500 of services by Luis
Vega, consulting geologist. The per share price was determined by dividing the
amount owed by the average closing price of the company’s stock for each day’s
service.





On March
14, 2003, 24,960 restricted common shares were issued to Catherine Nichols, a
Canadian resident, for marketing services amounting to $5,000. The price per
share was based on the average closing share price for the period during which
the services were rendered.





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





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





On
December 30, 2003, 5,208 restricted common shares were issued to Terry Brown, a
Mexican resident, for technical consulting services amounting to $1,250. The
price per share was based on the average closing share price for the period
during which the services were rendered.





2004


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


10





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





During
2004, 215,336 restricted common shares were issued in payment of $40,932 of
services by Luis Vega, consulting geologist. The price per share was determined
by dividing the amount owed by the average closing price of the company’s stock
for each day’s service.





On
February 4, 2004, 10,000 restricted common shares were issued to Yvonne St.
Pierre, a Canadian resident, for computer-related services, in the amount of
$2,500.





Between
February 10 and June 30, 2004, 75,000 restricted common shares were issued to
Jeff Whitford, a Canadian resident, for investor relation services, in the
amount of $15,000. In addition, Mr. Whitford received 50,000 warrants at an
exercise price of $0.20 per share; the warrants will expire between February
2006 and March 2006. The warrants were valued at $12,200 utilizing the Black
Scholes model.





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





During
2004, 15,367 restricted common shares were issued in payment of accounts payable
amounting to $3,842. The price per share was based on the average closing share
price for the period during which the services were rendered.





During
2004, 87,388 restricted common shares were issued to Terry Brown, a Mexican
resident, for technical consulting services amounting to $15,247. The price per
share was based on the average closing share price for the period during which
the services were rendered.





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


11





2005


During
the twelve months ended December 31, 2005, we sold 712,500 restricted common
shares to 21 Canadian residents for a total of $142,500, and issued warrants to
purchase 712,500 restricted common shares, exercisable at $0.25 per
share.





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.





We also
issued, for services, 349,545 restricted common shares for a total value of
$69,800 valued at fair market value at date of issuance and granted 13,575
warrants (exercisable for two years at $0.25 per share) valued at fair market
value at date of issuance. These securities were issued to two Canadian
residents, and one Mexican Corporation.





2006


During
the twelve months ended December 31, 2006, we sold 2,622,213 restricted common
shares to 76 Canadian residents, 8 US residents, 5 Israeli Nationals and 1 Swiss
National for a total of $688,000, and issued warrants to purchase 2,348,213
restricted common shares, exercisable between $0.25 to $.45 per share. We also
issued, for services, 8,500 restricted common shares for a total value of
$2,325.





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





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


12





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





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





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





On August
22, 2006, the Company entered into an agreement to purchase mining claims
located in Mohave County, Arizona in exchange for 1,000,000 shares of the
Company’s par value common stock. The Company recorded an asset totaling
$400,000, the fair value of the underlying shares.





2007


During
the twelve months ended December 31, 2007, we sold 1,238,167 restricted common
shares to 72 Canadian residents and 4 US residents for a total of $375,534 and
issued warrants to purchase 492,795 restricted common shares, exercisable
between $0.35 to $.65 per share.





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





On June
29, 2007, the Company also issued 4,000 shares of restricted common stock for
services rendered to a U.S. citizen. The shares were valued at a total of
$2,000.


13





2008


During
the nine months ended September 30, 2008, the Company issued 32,500 shares of
common stock and warrants to purchase 32,500 shares common stock for cash
totaling $8,124. The warrants are fully vested upon grant, expire in two years
and have an exercise price of $0.35 per share.




2009


During
the nine months ended September 30, 2009, the company issued 1,902,600 shares of
its common stock and an equal number of warrants pursuant to a unit offering
whereby each recipient received one share of common stock and one warrant
certificate for a unit price of $0.125. The Company recorded proceeds from the
offering of $237,825.





On June
30, 2009, certain note holders elected to convert the principal balance of their
notes together with accrued interest into shares of the Company’s common stock
at a rate of $0.125 per share. In addition, the Company agreed to issue a
warrant to purchase two shares of the Company’s common stock for each dollar
converted (see Note 6). The total principal balance converted was $369,500 and
was converted into 2,956,000 common shares. Total accrued interest converted was
$29,094 or 232,741 common shares.   As of the date of this filing
the shares remain unissued.





During
the nine months ended September 30, 2009, the Company issued 95,000 shares to
three individuals for services rendered. The Company recorded and expense of
$13,300 representing the fair value of the grant.





6. OPTIONS AND
WARRANTS





Options


The 2003
Qualified Option Plan was established by the Board of Directors in June 2003 and
approved by shareholders in October 2003. A total of 1,500,000 shares of common
stock are reserved for issuance under this plan. As of September 30, 2009 a
total of 1,400,000 options have been issued under this plan of which 800,000
have expired, 500,000 were cancelled, and 100,000 were exercised.





The 2003
Non-Qualified Option Plan was established by the Board of Directors in June 2003
and approved by shareholders in October 2003. A total of 1,500,000 shares of
common stock are reserved for issuance under this plan. As of September 30, 2009
a total of 500,000 options have been issued under this plan all of which remain
outstanding and will expire on October 1, 2013.


14





The
following table summarizes the Company’s option activity related to employees
and consultants:




Options
                    Outstanding
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceBalance,
      January 1, 2008
                  
                  
                  500,000
                  
                  
                  $
                  0.20Granted
                  
                  
                  -Exercised
                  
                  
                  -Expired
                  
                  
                  -Balance,
      December 31, 2008
                  
                  
                  500,000
                  
                  
                  
                  0.20Granted
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
                  
                  
                  -Balance,
      September 30, 2009
                  
                  
                  500,000
                  
                  
                  $
                  0.20





Warrants


During
the period ended September 30, 2009, the Company granted 1,902,600 warrants in
connection with its unit offering.





During
the nine months ended September 30, 2009 certain shareholders elected to convert
principal and accrued interest of their outstanding notes (see Note 5). Pursuant
to the conversion election, the Company agreed to grant warrants to purchase up
to two shares of common stock for each dollar the note holder elected to
convert. The warrants are exercisable at a price of $0.15 per share for a period
of two years. The conversion amount totaled $398,593 and caused the issuance of
797,185 common stock purchase warrants. The Company has recorded interest
expense of $78,981 representing the Black-Scholes value of the
grant.





The
following table summarizes the Company’s warrant activity as of September 30,
2009:





Warrants
                    Outstanding
                  
                  
                  Weighted
                    Average
                    Exercise
                    PriceBalance,
      January 1, 2008
                  
                  
                  3,261,543
                  
                  
                  $
                  0.40Granted
                  
                  
                  32,500
                  
                  
                  
                  0.35Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
                  
                  
                  (2,768,748
                  )
                  
                  
                  0.33Balance,
      December 31, 2008
                  
                  
                  525,295
                  
                  
                  
                  0.50Granted
                  
                  
                  2,699,806
                  
                  
                  
                  0.15Exercised
                  
                  
                  -
                  
                  
                  
                  -Expired
                  
                  
                  (298,083
                  )
                  
                  
                  0.61Balance,
      September 30, 2009
                  
                  
                  2,927,018
                  
                  
                  $
                  0.17


15





7.
            COMMITMENTS AND
      CONTINGENCIES




Mining
claims - The Company has a lease and purchase option agreement covering patented
claims in the Cerbat Mountains, Hualapai Mining District and Mohave County
Arizona. The Company pays $1,500 per quarter as minimum advance royalties. The
Company has the option to purchase the property for $250,000 plus interest at a
rate of 8% compounded annually from and after the date of its exercise of the
option to purchase the property. If the Lessee exercises its option to purchase,
all funds paid to Lessors shall be credited toward the purchase price as of the
date the payments were made.





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.





Revocation
order – On April 24, 2009 the Company received a Partial Revocation Order from
the British Columbia Securities Commission. Pursuant to the order, the Company
has agreed to offer a full rescission for shares purchased or warrants
exercised, during the period of October 2004 to December 2007. The Company has
recorded a rescission liability totaling $67,913 representing the total amount
of cash required to repurchase 263,748 shares in accordance with the order. As
of September 30, 2009, the Company has paid $66,500 of this liability and
126,898 shares have been cancelled.





8.
            SUBSEQUENT
      EVENTS





The
Company authorized the issuance of approximately 2,768,748 warrants to purchase
the Company’s common stock at exercise prices ranging from $0.25 to $0.65 per
share. The grant was made in an effort to provide goodwill to the Company’s
warrant holders impacted by the cease trade order (“CTO”) imposed by the British
Columbia Securities Commission.  As a result of the CTO, the
aforementioned warrant holder’s were unable to exercise their right to purchase
shares of the Company’s common stock.   The fair value of
warrants granted is estimated to be approximately $68,000 utilizing the
Black-Scholes pricing model.





Pursuant
to Financial Accounting Standards Board Accounting Standards Codification
(“ASC”) 855 165, management has evaluated all events and transactions that have
occurred subsequent to the balance sheet date and have determined that there are
no additional material events which have occurred as of November 16, 2009, that
would be deemed significant or require recognition or additional
disclosure.


16


FORWARD-LOOKING
STATEMENTS





This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.





Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the dates they
are made. You should, however, consult further disclosures we make in this
Quarterly Report on Form 10-Q, Annual Report on Form 10-K and Current Reports on
Form 8-K.





Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:





·
            deterioration
      in general or regional economic, market and political
      conditions;


·
            our
      ability to diversify our
operations;


·
            actions
      and initiatives taken by both current and potential
      competitors;


·
            inability
      to raise additional financing for working
  capital;


·
            the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require management to make estimates about matters that are inherently
      uncertain;


·
            adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;


·
            changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;


·
            inability
      to efficiently manage our
operations;


·
            inability
      to achieve future operating
results;


·
            the
      unavailability of funds for capital
  expenditures;


·
            our
      ability to recruit and hire key
employees;


·
            the
      inability of management to effectively implement our strategies and
      business plans; and


·
            the
      other risks and uncertainties detailed in this
  report.


17


For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see “Risk Factors” in this document and in our Annual Report on Form 10-K
for the year ended December 31, 2008.





In this
form 10-Q references to “Can-Cal”, “the Company”, “we,” “us,” “our” and similar
terms refer to Can-Cal Resources Ltd.





Item
2. Management’s Discussion and Analysis.





(A) PLAN
OF OPERATION.





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




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





At
September 30, 2009, we had approximately $50,376 in cash available to sustain
operations. Accordingly we are uncertain as to whether the Company may continue
as a going concern. While we may seek additional investment capital, or possible
funding or joint venture arrangements with other mining companies, we have no
assurance that that such investment capital or additional funding and joint
venture arrangements will be available to the Company.





(B)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008.





The
following table summarizes selected items from the statement of operations for
the three months ended September 30, 2009 compared to September 30,
2008.





EXPENSES:


Three
      Months EndedSeptember
      30,
                  
                  
                  Increase/(Decrease)2009
                  
                  
                  2008
                  
                  
                  $
                  
                  
                  %Expenses:Exploration
      costs
                  
                  $
                  13,239
                  
                  
                  $
                  45,622
                  
                  
                  $
                  (32,383
                  )
                  
                  
                  (71
                  )%Depreciation
                  
                  
                  2,613
                  
                  
                  
                  2,998
                  
                  
                  
                  (385
                  )
                  
                  
                  (13
                  )%General
      & administrative
                  
                  
                  87,196
                  
                  
                  
                  108,446
                  
                  
                  
                  (21,250
                  )
                  
                  
                  (20
                  )%Officer
      compensation
                  
                  
                  30,000
                  
                  
                  
                  30,000
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  133,048
                  
                  
                  
                  187,066
                  
                  
                  
                  (54,018
                  )
                  
                  
                  (29
                  )%Other
      income (expense)Interest
      income
                  
                  
                  -
                  
                  
                  
                  12
                  
                  
                  
                  (12
                  )
                  
                  
                  -Interest
      expense
                  
                  
                  (93,000
                  )
                  
                  
                  (18,337
                  )
                  
                  
                  74,663
                  
                  
                  
                  407
                  %Rental
      revenue
                  
                  
                  10,875
                  
                  
                  
                  31,019
                  
                  
                  
                  (20,144
                  )
                  
                  
                  (65
                  )%Foreign
      currency gain
                  
                  
                  (7,213
                  )
                  
                  
                  -
                  
                  
                  
                  7,213
                  
                  
                  
                  -Total
      other
                  
                  
                  (89,338
                  )
                  
                  
                  12,694
                  
                  
                  
                  102,032
                  
                  
                  
                  804
                  %Net
      (loss)
                  
                  $
                  (222,386
                  )
                  
                  $
                  (174,372
                  )
                  
                  $
                  48,014
                  
                  
                  
                  28
                  %


18





EXPLORATION
COSTS





Exploration
costs for the three months ended September 30, 2009 decreased by $32,383 or 71%
from $45,622 for the three months ended September 30, 2008 to $13,239 for the
three months ended September 30, 2009. The decrease is due to our efforts to
scale back on further research as a result of the Cease Trade Order issued by
the British Columbia Securities Commission and therefore causing the inability
to provide Private Placement funding necessary to maintain operations. The Cease
Trade Order was lifted mid quarter and it is our expectation that our
exploration costs will resume through out the remainder of the
year.




DEPRECIATION




Depreciation
for the three months ended September 30, 2009 remained consistent with the
comparable period as expected.





GENERAL
AND ADMINISTRATIVE EXPENSES





General
and administrative expenses for the three months ended September 30, 2009
decreased by $21,250 or 20% from $108,446 for the three months ended September
30, 2008 to $117,269 for the three months ended September 30, 2009. The decrease
experienced in this quarter is the result of a decrease in legal fee since
resolving the Cease Trade Order from the British Columbia Securities
Commission.





OFFICER
COMPENSATION





We did
not experience a material change in compensation to our CEO. Pursuant to the
board of director’s 2006 resolution, our CEO will continue to receive quarterly
compensation in the amount of $30,000.





TOTAL
OPERATING EXPENSES





Total
operating expenses for the three months ended September 30, 2009 decreased by
$54,018 or 29% from $187,066 for the three months ended September 30, 2008 to
$133,048 for the three months ended September 30, 2009. The increase in total
operating expenses was directly related to the legal expenses incurred as a
result of our Canadian securities activities.





OTHER
INCOME (EXPENSE)





We
experienced a decline in rental revenue for the three months ended September 30,
2009 due to the elimination of our 2008 Toyota Commercial lease which expired on
August 21, 2008. During the quarter we renewed our lease with Rinker Materials
for an additional one year period at an annual rate of $27,500. The rental
agreement has been paid in full and we expect to recognize $6,775 in rental
revenue per quarter through May 2010.


19


Our
interest expense increased during the three month period ended September 30,
2009 compared to the same period in the previous year due to the additional
promissory notes entered into in the latter half of 2008 and warrants issued in
connection with the conversion of debt.





NET
(LOSS)





We
incurred a net (loss) of $222,386 for the three month period which is an
increase of $48,014 over the comparable period. Our extensive legal fees in
connection with the cease trade order and our increase in interest expense from
our financing activities resulted in the increase in net (loss).





(C)
RESULTS OF OPERATIONS FOR THE NINEMONTHS ENDED SEPTEMBER 30, 2009 AND
2008.





The
following table summarizes selected items from the statement of operations for
the Nine months ended September 30, 2009 compared to September 30,
2008.





EXPENSES:




Nine
      Months EndedSeptember
      30,
                  
                  
                  Increase/(Decrease)2009
                  
                  
                  2008
                  
                  
                  $
                  
                  
                  %Expenses:Exploration
      costs
                  
                  $
                  31,900
                  
                  
                  $
                  84,527
                  
                  
                  $
                  (52,627
                  )
                  
                  
                  (62
                  )%Depreciation
                  
                  
                  7,839
                  
                  
                  
                  8,993
                  
                  
                  
                  (1,154
                  )
                  
                  
                  (13
                  )%General
      & administrative
                  
                  
                  254,957
                  
                  
                  
                  251,086
                  
                  
                  
                  3,871
                  
                  
                  
                  2
                  %Officer
      compensation
                  
                  
                  90,000
                  
                  
                  
                  90,000
                  
                  
                  
                  -
                  
                  
                  
                  -Total
      operating expenses
                  
                  
                  384,696
                  
                  
                  
                  434,606
                  
                  
                  
                  (49,910
                  )
                  
                  
                  (11
                  )%Other
      income (expense)Interest
      income
                  
                  
                  8
                  
                  
                  
                  114
                  
                  
                  
                  (106
                  )
                  
                  
                  (93
                  )%Interest
      expense
                  
                  
                  (137,658
                  )
                  
                  
                  (47,601
                  )
                  
                  
                  90,057
                  
                  
                  
                  189
                  %Rental
      revenue
                  
                  
                  25,025
                  
                  
                  
                  57,633
                  
                  
                  
                  (32,608
                  )
                  
                  
                  (57
                  )%Foreign
      currency gain
                  
                  
                  (2,636
                  )
                  
                  
                  -
                  
                  
                  
                  2,636
                  
                  
                  
                  -Total
      other
                  
                  
                  (115,261
                  )
                  
                  
                  10,146
                  
                  
                  
                  125,407
                  
                  
                  
                  1236
                  %Net
      (loss)
                  
                  $
                  (499,957
                  )
                  
                  $
                  (424,460
                  )
                  
                  $
                  75,497
                  
                  
                  
                  18
                  %





EXPLORATION
COSTS





We experienced a significant decline in
our exploration costs for the nine month period ending September 30, 2009 as a
result of our inability to raise the necessary capital. This was the direct
result of the Cease Trade Oder put in place by the British Columbia Securities
Commission (“BCSC”) on February 4, 2008. This order was partially lifted by the
BCSC on April 24, 2009 whereby enabling us to raise additional capital to
continue our exploration endeavors.


20





DEPRECIATION





We have
not made any capital purchases during the nine months ending September 30, 2009
and therefore have experienced no material change in our depreciation expense.
As of the date of this filing, we do not anticipate incurring any capital
expenditure for the remainder of the year. As a result, our depreciation expense
will remain consistent as expected under a straight line method.





GENERAL
AND ADMINISTRATIVE EXPENSES





We
experienced a 2% increase in our general and administrative expenses for the
nine months ended September 30, 2009 compared to the same period in the previous
year. The increase was expected by management due to our increase in
professional fees resulting from the regulatory issues in British Columbia. As
of September 30, 2009, the majority of these issues have reached resolution and
we therefore expect to see these costs to be more comparable to the previous
year in the third and fourth quarter.





OFFICER
COMPENSATION





In 2006, our board of director’s agreed
to pay annual compensation of $120,000 to our CEO. Until such time this is
adjusted by our board of directors, we expect no significant changes in our
periodic or annual expense.





TOTAL
OPERATING EXPENSES





Our
overall operating expenses remained consistent with the previous nine month
period despite our significant increase in legal fees. We achieve the minimal
increase through management’s efforts to lower or eliminate any unnecessary
expenses. We anticipate our overall all expenses to increase slightly and in
direct relation to our successful financing efforts through the remainder of the
year.





OTHER
INCOME (EXPENSE)





During
the second quarter of 2008, we entered into a short term lease agreement with
Toyota Commercial whereby we allowed Toyota use of certain land for a period of
two months in exchange for a rental fee of $32,500. This was an isolated and
non-recurring event in 2008. As a result of this single transaction, we
experienced a decline in rental revenue for the nine month period ended
September 30, 2009.





Our
increase in interest expense for the nine month period ended September 30, 2009
of $90,057 compared to the same period in the previous year is directly related
to the additional promissory notes entered into in the latter half of
2008.


21





NET
LOSS





We
incurred a net (loss) of $499,957 for the nine month period ended September 30,
2009. The increase in net loss of $75,497 over the comparable period was a
direct result of expenses incurred from debt conversion and interest accrued on
new loans subsequent to the previous years quarter end.





(D)
LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS





The
following table summarizes total current assets, total current liabilities and
working capital at September 30, 2009 compared to December 31,
2008.





September
      30,
                
                
                December
      31,
                
                
                Increase
      / (Decrease)2009
                
                
                2008
                
                
                $
                
                
                %Current
      assets
                
                $
                7,832
                
                
                $
                45,948
                
                
                $
                (38,116
                )
                
                
                (83
                )%Current
      liabilities
                
                
                1,130,906
                
                
                
                1,337,671
                
                
                
                (206,765
                )
                
                
                (16
                )%Working
      capital (deficit)
                
                $
                (1,123,074
                )
                
                $
                (1,291,723
                )
                
                $
                168,649
                
                
                
                13
                %





Internal
and External Sources of Liquidity





During
the nine months ended September 30, 2009 and 2008, our operating and investing
activities used cash of $307,641 and $321,290, respectively, while our financing
activities provided cash of $269,625 and $266,625. 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
September 30, 2009, our cash balance was $7,832. Our plan for satisfying our
cash requirements for the next twelve months is through additional equity, third
party financing, and/or debt financing. Our current cash reserves will not be
sufficient to support operations through September 30, 2009, and do not
anticipate generating sufficient amounts of positive cash flow to meet our
working capital requirements. Consequently, we intend to make appropriate plans
to ensure sources of additional capital in the future to fund growth and
expansion through additional equity or debt financing or credit facilities. We
also are considering possible funding through joint venture arrangements with
other mining companies. There can be no assurance that we will raise capital
through any of these means.


22





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.





Going
Concern





The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of the Company as a going concern. Management intends to use borrowings and
security sales to mitigate the effects of its cash position, however no
assurance can be given that debt or equity financing, if and when required will
be available. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets and classification
of liabilities that might be necessary should the Company be unable to continue
existence.





Off-Balance
Sheet Arrangements





We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results or operations, liquidity, capital expenditures or capital
resources that is material to investors.





Critical
Accounting Policies and Estimates





Related party transactions:
In March 1982, the FASB issued ASC 850,“Related Party Disclosure”.
This Statement establishes requirements for related party disclosures and
provides guidance for the disclosures of transactions between related
parties.


23





Recent
Accounting Developments





In June 2009, the FASB issued ASC 105
“The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting Principles.The FASB Accounting
Standards CodificationTM (Codification) will become the source of
authoritative U.S. generally accepted accounting principles (GAAP) recognized by
the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the Securities and Exchange Commission (SEC) under authority of
federal securities laws are also sources of authoritative GAAP for SEC
registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. As prescribe by the FASB we have
adopted ASC 105, for all interim and annual periods ending after September 15,
2009.





On April 9, 2009, the FASB issued
additional guidance intended to provide clarification in application and enhance
disclosures regarding fair value measurements and impairments of securities. ASC
820, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly, provides guidelines for making fair value measurements more
consistent with the principles presented in ASC 820, Fair Value Measurements.
ASC 825, Interim Disclosures
about Fair Value of Financial Instruments, enhances consistency in
financial reporting by increasing the frequency of fair value disclosures. ASC
320, Recognition and
Presentation of Other-Than-Temporary Impairments, provides additional
guidance designed to create greater clarity and consistency in accounting for
and presenting impairment losses on securities.




ASC 820 relates to determining fair
values when there is no active market or where the price inputs being used
represent distressed sales. It reaffirms what Statement ASC 820 states is the
objective of fair value measurement—to reflect how much an asset would be sold
for in an orderly transaction (as opposed to a distressed or forced transaction)
at the date of the financial statements under current market conditions.
Specifically, it reaffirms the need to use judgment to ascertain if a formerly
active market has become inactive and in determining fair values when markets
have become inactive.





ASC 825 relates to fair value
disclosures for any financial instruments that are not currently reflected on
the balance sheet of companies at fair value. Prior to issuing this FSP, fair
values for these assets and liabilities were only disclosed once a year. The FSP
now requires these disclosures on a quarterly basis, providing qualitative and
quantitative information about fair value estimates for all those financial
instruments not measured on the balance sheet at fair value.





ASC 320 on other-than-temporary
impairments is intended to bring greater consistency to the timing of impairment
recognition, and=2 0provide greater clarity to investors about the credit and
noncredit components of impaired debt securities that are not expected to be
sold. The measure of impairment in comprehensive income remains fair value. The
FSP also requires increased and more timely disclosures sought by investors
regarding expected cash flows, credit losses, and an aging of securities with
unrealized losses.  The FSPs are effective for interim and annual periods
ending after June 15, 2009, but entities may early adopt the FSPs for the
interim and annual periods ending after March 15, 2009.  The Company has
determined that adoption of these pronouncements will not have a material impact
on the Company’s financial statements.


24





In May 2009, the FASB issued ASC 855,
“Subsequent Events”, which establishes general standards of accounting for, and
requires disclosure of, events that occur after the balance sheet date but
before financial statements are issued or are available to be issued.  The
Company adopted the provisions of ASC 855 for the quarter ended September 30,
2009.  The adoption of these provisions did not have a material effect
on its consolidated financial statements.





In June 2009, the Financial Accounting
Standards Board (FASB) issued ASC 105, “The FASB Accounting Standards
CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles and establishes the FASB
Accounting Standards CodificationTM
(Codification) as the source of authoritative accounting principles recognized
by the FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with GAAP. Rules and interpretive releases of
the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also sources of authoritative GAAP for SEC registrants. The
FASB will no longer issue new standards in the form of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue
Accounting Standards Updates. Accounting Standards Updates will not be
authoritative in their own right as they will only serve to update the
Codification. The issuance of ASC 105 and the Codification does not change GAAP.
ASC 105 becomes effective for the Company for the period ending
September 30, 2009. Management has determined that the adoption of ASC 105
will not have an impact on its consolidated financial statements.





In June 2009, the FASB issued ASC 860,
“Accounting for Transfers of Financial Assets“. ASC 860  removes the
concept of a qualifying special-purpose entity and removes the exception from
applying ASC 810 to variable interest entities that are qualifying
special-purpose entities; limits the circumstances in which a transferor
derecognizes a portion or component of a financial asset; defines a
participating interest; requires a transferor to recognize and initially measure
at fair value all assets obtained and liabilities incurred as a result of a
transfer accounted for as a sale; and requires enhanced disclosure; among
others. ASC 860 becomes effective for the Company on January 1, 2010.
Management does not believe that the adoption of ASC 860 will not have an impact
on its consolidated financial statements.





Item 3.Quantitative
and Qualitative Disclosures about Market Risk.





Not
applicable.




Item
4T. Controls and Procedures.





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


25





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





Changes
in Internal Control over Financial Reporting




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





PART
II—OTHER INFORMATION





Item
1.  Legal Proceedings.





The Company is not currently a party to
litigation. The British Columbia Securities Commission previously required the
Company to obtain a report by an independent consultant qualified under the
standards of the BCSC. Under British Columbia securities laws, all disclosure of
scientific or technical information, including disclosure of a mineral resource
or mineral reserve must be based on information prepared by or under the
supervision of an independent third party who is “qualified” under the terms of
that law. The Company is under order to supply such verification by a
“qualified” third party consultant, and its stock may not trade in British
Columbia until such verification is accepted by the BCSC. The BCSC has also
requested documentation regarding all subscribers to the Company stock who are
resident in British Columbia. The Company retained such a “qualified” third
party consultant who prepared and filed the necessary reports with the BCSC. The
BCSC order was lifted on or about April 27, 2009.




Item
1A. Risk Factors.





Our
significant business risks are described in Item 1A to Form 10-K for the
year ended December 31, 2008 to which reference is made
herein.


26





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.





On May 28, 2009, pursuant
to private placement exemptions under Section 4(2) and Regulation S of the
Securities Act of 1933, the Company sold 1,567,600 units of securities
consisting of (i) one share of common stock and (ii) one warrant to purchase one
share of common stock (the “Units”) at a price of $0.125
per Unit.  The warrants are exercisable each into one share of common
stock at a price of $0.15 per share and have an expiration date of March 31,
2011.  The Company received from the sales total gross proceeds of
$199,950.00.





On August 12, 2009, pursuant
to private placement exemptions under Section 4(2) and Regulation S of the
Securities Act of 1933, the Company sold 255,000 units of securities consisting
of (i) one share of common stock and (ii) one warrant to purchase one share of
common stock (the “Units”) at a price of $0.125
per Unit.  The warrants are exercisable each into one share of common
stock at a price of $0.15 per share and have an expiration date of August 11,
2011.  The Company received from the sales total gross proceeds of
$31,875.





The Company has used the proceeds from
the financings during the first nine months of 2009 (i) for exploration and
development of Can-Cal’s current properties, including ongoing laboratory
methodology processing and metallurgy testing in relation to precious metal
extraction from Can-Cal’s Pisgah and Wikieup properties; (ii) to fund the
rescission of certain prior sales of shares as per the requirements of the
British Columbia Securities Commission in connection with April 24, 2009,
partial revocation of the Cease Trade Order, and; (iii) for general working
capital requirements.





Additionally, during the nine months
ended September 30, 2009, the Company issued 95,000 shares of restricted
common stock to three individuals in exchange for the provision of services to
the Company, which issuance of shares is exempt from the registration and
prospectus delivery requirements of Section 4(2) of the Securities Act of
1933. The recipients of
the shares were afforded an opportunity for effective access to files and
records of the Company that contained the relevant information needed to make
their investment decisions, including the Company’s financial statements and
1934 Act reports. The Company reasonably concluded that the recipients,
immediately prior to issuing the shares, had such knowledge and experience in
our financial and business matters that they were capable of evaluating the
merits and risks of their respective investments





Issuer
Purchases of Equity Securities





We did not repurchase any of our equity
securities during the quarter ended September 30, 2009.





Item
3. Defaults Upon Senior Securities.





See Note
3 to our condensed financial statements included herein.


27





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





We did not submit any matters to a vote
of our security holders during the first quarter of 2009.





Item
5. Other Information.





On
November 13, 2009, Thompson MacDonaldresigned from
the Board of Directors.  Mr. MacDonald briefly served on the Board,
since August 2009,and resigns in order to focus on other concurrent business
obligations.   Mr. MacDonald’s resignation from the Board did not
occur in connection with any disagreement on any matter relating to Can-Cal’s
operations, policies or practices, nor regarding the general direction of the
Company.





On July
31, 2009, Can-Cal appointed William J. Hogan, of Calgary, Alberta, Canada, to
the Board of Directors.  Mr. Hogan specializes in business development
and has a track record of adding shareholder value to his endeavors in both the
public and private sectors, with over 33 years experience in the areas of
development, operations, fund raising and strategic planning for startup and
growth level companies. Mr. Hogan currently holds the position of Vice Chairman,
Founder of Vacci-Test Corporation, a Calgary, Alberta developing food safety
pathogen testing company.





The
Company also appointed, on July 31, 2009, Thompson MacDonald to the Board to
serve as Chairman.  Mr. MacDonald has an extensive background in
Strategic Communications and Corporate Governance and is a member of the
Canada’s Institute of Corporate Directors (ICD.D).  He currently
serves on several boards, including Chairman of ENMAX, an Alberta based
electricity utility and Chairman of Walton International, an Alberta land
assembly and development company.  Mr. MacDonald previously served as
Chairman of Vacci-Test Corporation, a Calgary, Alberta developing food safety
pathogen testing company.





Concurrent
with the aforementioned appointments, on July 31, 2009 Brian Wolfe and Jim
Dacysczn resigned from the Board.  Mr. Wolfe served on the Board
since March 22, 1995.  Mr. Dacysczn also joined the Board in May of
1995.  Neither Mr. Wolfe’s nor Mr. Dacysczn’s resignation from the
Board occurred in connection with from any disagreement on any matter relating
to the Company’s operations, policies or practices, nor regarding the general
direction of the Company.





On April
24, 2009, the British Columbia Securities Commission (“BCSC”) notified Can-Cal
Resources, Ltd. (“Can-Cal” or the Company”) of its decision to partially revoke
the cease trade order (the “CTO”) that the BCSC issued on February 4, 2008, as
to all outstanding shares of Can-Cal, conditioned upon Can-Cal’s agreement to
rescind the prior sale of certain securities, which sales were in part the
subject of the CTO.   The partial revocation of the CTO was
effective April 24, 2009.




The BCSC
had previously determined the Company engaged in the sale on securities to
various individuals and entities during the period between October 2004 through
December 2007, and that a portion of these sales were sold without an exemption
to the British Columbia, Canada, securities laws that require the delivery of a
prospectus in connection with the sale of securities.


28





In
revoking the CTO, the BSCS required that Can-Cal rescind all sales to British
Columbia residents who purchased the securities of Can-Cal without the required
exemptions (“Non-accredited Purchasers”).  In meeting this condition,
Can-Cal will rescind the sale of an approximate total of 263,748 shares of
common stock of the Company and return a total of approximately $67,913 of
investment funds to the Non-accredited Purchasers.  The CTO will
remain on all shares sold to Non-accredited Purchasers.





Item
6.  Exhibits.





Incorporated
      by referenceExhibit
                              
                              Exhibit
      Description
                              
                              Filed
      herewith
                              
                              Form
                              
                              Period
      ending
                              
                              Exhibit
                              
                              Filing
      date10.1
                              
                              Unregistered
      Sales of Equity Securities pursuant to private placement exemptions under
      Section 4(2) and Regulation S of the Securities Act of
1933
                              
                              
                              
                              8-K
                              
                              
                              
                              
                              
                              05/28/0931.1
                              
                              Certification
      of Ronald B. Sloan pursuant to Section 302 of the Sarbanes-Oxley
      Act
                              
                              X31.2
                              
                              Certification
      of Ronald B. Sloan pursuant to Section 302 of the Sarbanes-Oxley
      Act
                              
                              X32.1
                              
                              Certification
      of Ronald B. Sloan pursuant to Section 906 of the Sarbanes-Oxley
      Act
                              
                              X99.1
                              
                              Press
      Release issued April 28, 2009 regarding BCSC CTO
                              
                              
                              
                              8-K
                              
                              
                              
                              99.2
                              
                              04/29/0999.3
                              
                              Press
      Release issued May 28, 2009 regarding Private Placement
                              
                              
                              
                              8-K
                              
                              
                              
                              99.2
                              
                              05/28/09


29


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)





By:Ronald
      D. Sloan, President and Chief Executive Officer(On
      behalf of the Registrant and as Principal FinancialOfficer)





Date:
November 15, 2009


30