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

  X       Quarterly Report pursuant to Section 13 or 15(d) of the Securities
------    Exchange Act of 1934 for the fiscal quarter ended September 30, 2000.

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

          Commission File No. 0-26669

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

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

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

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

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan by a court.
                                                                Yes_____ No_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

            Class                           Outstanding on September 30, 2000
----------------------------------       ---------------------------------------
  Common Stock, Par Value $.001.                      9,000,452

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

                                        1


<PAGE>



                             CAN-CAL RESOURCES, LTD.

         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                    CONTENTS

                                                                           PAGE

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.

          INDEPENDENT ACCOUNTANTS' REPORT                                     3

          FINANCIAL STATEMENTS:
               Interim balance sheets                                         4
               Interim statements of operations                               5
               Interim statements of changes in stockholders' deficit         6
               Interim statements of cash flows                               7
               Notes to interim financial statements                       8-12

          INDEPENDENT ACCOUNTANTS'S REPORT ON SUPPLEMENTAL INFORMATION       13

          SUPPLEMENTARY SCHEDULE:

               Supplemental schedule I
              -- Operating, general and administrative expenses              14

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS      15-18

PART II.  OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES                                              19

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                   19

          Signatures                                                         19


                                        2


<PAGE>








                         INDEPENDENT ACCOUNTANTS' REPORT

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

We have reviewed the accompanying  condensed balance sheet of Can-Cal Resources,
Ltd., as of September 30, 1999,  and the condensed  statements of operations for
the three and nine  months  ended  September  30, 2000 and 1999,  the  condensed
statements of cash flows for the nine months ended  September 30, 2000 and 1999,
and the  condensed  statement  of changes in  stockholders'  equity for the nine
months  ended   September  30,  2000.   These   financial   statements  are  the
responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters.

It is  substantially  less in scope than an audit  conducted in accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

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

We previously audited, in accordance with generally accepted auditing standards,
the  balance  sheet  as of  December  31,  1999,  and  the  related  changes  in
stockholders' equity (deficit), and cash flows and statements of operations (not
presented  herein);  for the year then ended;  and in our report  dated March 2,
2000, we expressed an unqualified opinion on these financial statements.  In our
opinion,  the information set forth in the accompanying  condensed balance sheet
as of December 31, 1999 and the condensed  statement of changes in stockholders'
equity for the year then ended,  is fairly  stated in all  material  respects in
relation to the balance sheet and statement of changes in  stockholders'  equity
from which they have been derived.

MURPHY, BENNINGTON & CO.

/s/ Murphy, Bennington & Co.

Las Vegas, NV
November 3, 2000

                                        3


<PAGE>



CAN-CAL RESOURCES, LTD.

BALANCE SHEETS

SEPTEMBER 30, 2000
(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                          SEPTEMBER 30,   DECEMBER 31,
                                                                              2000            1999
                                                                          -------------   ------------
                                                                           (UNAUDITED)      (NOTE)
ASSETS

CURRENT ASSETS:
<S>                                                                       <C>             <C>
      Cash                                                                $   207,500     $    51,800
      Notes receivable, related parties                                          --            44,700
      Prepaid expenses                                                           --             1,200
      Note receivable                                                          53,000          48,000
                                                                          -----------     -----------
           Total current assets                                               260,500         145,700

PROPERTY AND EQUIPMENT, NET (NOTE 4)                                           70,300          61,400

OTHER ASSETS (NOTE 5)                                                         107,200          95,300

NOTES RECEIVABLE, RELATED PARTY (NOTE 6)                                       47,200            --

LONG-TERM INVESTMENTS (NOTE 7)                                                586,100         586,100
                                                                          -----------     -----------
                                                                          $ 1,071,300     $   888,500
                                                                          ===========     ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
      Accounts payable                                                    $     9,500     $     7,100
      Accrued expenses                                                         86,000          56,300
      Notes payable, related parties (note 8)                                 124,800          14,800
      Notes payable, current portion (note 9)                                  33,500           6,800
                                                                          -----------     -----------
           Total current liabilities                                          253,800          85,000

NOTES PAYABLE, NET OF CURRENT PORTION                                            --            55,000
                                                                          -----------     -----------
                                                                              253,800         140,000
                                                                          -----------     -----------
STOCKHOLDERS' DEFICIT:
      Common stock, $.001 par value; authorized, 15,000,000 shares;
           issued and outstanding, 9,000,452 shares                             9,200           8,200
      Preferred stock, $.001 par value; authorized, 10,000,000 shares;
           none issued or outstanding                                            --              --
      Additional paid-in-capital                                            3,204,300       2,460,200
      Accumulated deficit                                                  (2,396,000)     (1,719,900)
                                                                          -----------     -----------
                                                                              817,500         748,500
                                                                          -----------     -----------
                                                                          $ 1,071,300     $   888,500
                                                                          ===========     ===========
</TABLE>

Note:  The balance sheet of December 31, 1999 has been derived from the audited
       financial statements at that date.

                 See accompanying notes and accountant's report.

                                        4


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED  SEPTEMBER 30, 2000 AND 1999
(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED              NINE MONTHS ENDED
                                               ----------------------------    ----------------------------
                                                SEPTEMBER       SEPTEMBER       SEPTEMBER        SEPTEMBER
                                                 30, 2000        30, 1999        30, 2000         30,1999
                                               -----------    -------------    ------------    -------------
                                               (UNAUDITED)     (UNAUDITED)      (UNAUDITED)     (UNAUDITED)

<S>                                            <C>             <C>             <C>             <C>
SALES                                          $      --       $      --       $      --       $     3,700

COST OF GOODS SOLD                                    --              --              --              --
                                               -----------     -----------     -----------     -----------
GROSS PROFIT                                          --              --              --             3,700

OPERATING EXPENSES,
      GENERAL AND ADMINISTRATIVE                   453,200         151,800         706,200         488,000
                                               -----------     -----------     -----------     -----------
LOSS FROM OPERATIONS                              (453,200)       (151,800)       (706,200)       (484,300)
OTHER INCOME (EXPENSES):
      Other income                                   4,500            --            30,000            --
      Interest income                                3,200           3,600           8,000           7,300
      Interest expense                              (3,500)         (2,200)         (7,900)         (7,300)
                                               -----------     -----------     -----------     -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS          (449,000)       (150,400)       (676,100)       (484,300)
                                               -----------     -----------     -----------     -----------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS:
      Income (loss) from discontinued
        automobile salvage division                   --              --              --           174,300
      Gain on disposal of automobile
        salvage division (net of taxes)               --              --              --           116,400
                                               -----------     -----------     -----------     -----------
NET INCOME (LOSS)                              $  (449,000)    $  (150,400)    $  (676,100)    $  (193,600)
                                               ===========     ===========     ===========     ===========

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

BASIC EPS

      Net loss from continuing operations      $     (0.05)    $     (0.02)    $     (0.08)    $     (0.03)
                                               ===========     ===========     ===========     ===========
      Weighted average shares outstanding        8,484,895       7,928,616       8,719,709       7,567,464
                                               ===========     ===========     ===========     ===========

DILUTED EPS

      Net loss from continuing operations      $     (0.05)    $     (0.02)    $     (0.08)    $     (0.03)
                                               ===========     ===========     ===========     ===========
      Weighted average shares outstanding        8,484,895       7,928,616       8,719,709       7,567,464
                                               ===========     ===========     ===========     ===========
</TABLE>



                 See accompanying notes and accountant's report.

                                        5


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

NINE MONTHS ENDED SEPTEMBER 30,2000

(UNAUDITED)
(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

                                                                             ADDITIONAL                CUMULATIVE      TOTAL
                                                                              PAID-IN    ACCUMULATED   TRANSLATION   STOCKHOLDERS'
                                                         COMMON STOCK         CAPITAL      DEFICIT     ADJUSTMENT      EQUITY
                                                  ------------------------  -----------  ------------  -----------   ------------
                                                    SHARES       AMOUNT
                                                  -----------  -----------

<S>                                                 <C>        <C>          <C>          <C>           <C>           <C>
BALANCE, DECEMBER 31, 1997                          6,447,652  $     6,400  $ 1,676,400  $(1,044,800)  $      --     $   638,000
      Issuance of common stock                        557,509          600      211,200         --            --         211,800
      Foreign currency translation adjustment            --           --           --           --           8,500         8,500
      Net income (loss) for the year                     --           --           --       (353,000)         --        (353,000)
                                                  -----------  -----------  -----------  -----------   -----------   -----------
BALANCE, DECEMBER 31, 1998                          7,005,161        7,000    1,887,600   (1,397,800)        8,500       505,300
      Issuance of common stock                      1,248,621        1,200      572,600         --            --         573,800
      Foreign currency translation                       --           --           --           --         (11,800)      (11,800)
      Realized foreign currency translation loss         --           --           --           --           3,300         3,300
      Net income (loss) for the year                     --           --           --       (322,100)         --        (322,100)
                                                  -----------  -----------  -----------  -----------   -----------   -----------
BALANCE, DECEMBER 31, 1999                          8,253,782        8,200    2,460,200   (1,719,900)         --         748,500
      Issuance of common stock                        746,670        1,000      744,100         --            --         745,100
      Net income (loss) for the period                   --           --           --       (676,100)     (676,100)
                                                  -----------  -----------  -----------  -----------   -----------   -----------
BALANCE, SEPTEMBER 30, 2000                         9,000,452  $     9,200  $ 3,204,300  $(2,396,000)  $      --     $   817,500
                                                  ===========  ===========  ===========  ===========   ===========   ===========
</TABLE>




                 See accompanying notes and accountant's report.


                                        6


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(ROUNDED TO THE NEAREST HUNDRED)
<TABLE>
<CAPTION>

                                                                NINE MONTHS ENDED
                                                           ----------------------------
                                                           SEPTEMBER 30,  SEPTEMBER 30,
                                                               2000          1999
                                                           -------------  -------------
                                                            (UNAUDITED)    (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                        <C>           <C>
NET LOSS                                                   $(676,100)    $(193,600)
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation                                          21,100        12,700
        Gain on disposal of facility                            --        (116,400)
        Gain on foreign currency translation                    --          (3,300)
        Bad debt expense                                        --         152,100
        Undistributed earnings of affiliate                     --        (174,300)
        Changes in operating assets and liabilities:
            (Increase) decrease in accounts receivable        (7,600)       (5,500)
            (Increase) decrease in prepaid expenses            1,200           500
            (Increase) decrease in other assets              (11,800)          100
            Increase (decrease) in accounts payable and
                other current liabilities                     27,700        32,300
                                                           ---------     ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES            (645,500)     (295,400)
                                                           ---------     ---------
CASH FLOW FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                       (30,000)      (57,400)
    Proceeds from sale of facility                              --          65,300
                                                           ---------     ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                    (30,000)        7,900
                                                           ---------     ---------
CASH FLOW FROM FINANCING ACTIVITIES:
    Increase in related party debt                           110,300       (65,300)
    Principal payments on note payable                       (23,900)      (40,600)
    Proceeds from issuance of common stock                   744,800       573,300
    Proceeds from debt issuance                                 --          25,800
                                                           ---------     ---------
NET CASH USED BY FINANCING ACTIVITIES                        831,200       493,200
                                                           ---------     ---------
NET CHANGE IN CUMULATIVE TRANSLATION ADJUSTMENT                 --           5,800
NET INCREASE (DECREASE) IN CASH                              155,700       211,500
CASH AT BEGINNING OF PERIOD                                   51,800        41,600
                                                           ---------     ---------
CASH AT END OF PERIOD                                      $ 207,500     $ 253,100
                                                           =========     =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:

    Interest                                               $    --       $   3,000
                                                           =========     =========
    Income taxes                                           $    --       $    --
                                                           =========     =========
</TABLE>



                 See accompanying notes and accountant's report.

                                        7


<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

1.   BASIS OF PRESENTATION OF FINANCIAL STATEMENTS:

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

     In the opinion  of  management,   all  adjustments  necessary  for  a  fair
       presentation of these interim  statements have been included and are of a
       normal recurring  nature.  These interim  financial  statements should be
       read in conjunction with the financial statements of the Company included
       in its  1999  Annual  Report  on Form  10-KSB.  Interim  results  are not
       necessarily indicative of results for a full year.

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

2.   BUSINESS ACQUISITIONS:

     Scotmar Industries, Inc.


     On February 13, 1997 the Company issued 200,000 shares of common stock,  in
       exchange  for all of the issued and  outstanding  common stock of Scotmar
       Industries, Inc.

3.   DISCONTINUED OPERATIONS:

     In January 1999, the Company adopted a plan to  discontinue  the operations
       of Scotmar Industries,  Inc. ("Scotmar").  The disposition of Scotmar was
       substantially   completed  by  January  31,  1999.   Net  assets  of  the
       discontinued operation at December 31, 1998 were $88,922. The income from
       discontinued operations for the one month ended January 31, 1999 includes
       forgiveness of debt of $152,100 and loss from operations of $27,800.

                                        8


<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

4.   PROPERTY AND EQUIPMENT:

     Property and equipment at September 30, 2000 consisted of the following:

     Machinery and equipment                                         $  84,900
                                                                        18,400

     Office equipment and furniture                                     12,400
                                                                     ----------
                                                                        11,570

     Less accumulated depreciation                                     (45,400)
                                                                     ----------
                                                                     $  70,300
                                                                     ==========

     Depreciation  expense for the nine months ended  September  30,2000 totaled
       $21,100.

5.   OTHER ASSETS:

     Other assets at September 30, 2000 consisted of the following:

     Note receivable from Tyro, Inc., and principals,
         a corporation, secured by equipment,
         interest accrued at 6% per annum, due on demand             $  53,300
     Non-destructive testing materials                                  10,500
     Deposits                                                            7,000
     Mining claims                                                      36,400
                                                                     ---------
                                                                     $ 107,200
                                                                     =========


6.   NOTES RECEIVABLE (RELATED PARTIES):

     Notes receivable,  related parties,  at September 30, 2000 consisted of the
       following:

     Note receivable from S&S Mining, Inc.,
         a joint venture partner, unsecured,
         interest imputed at 8%, due on demand                       $  27,800
     Note receivable from an individual,
         unsecured, interest imputed
         at 8%, due on demand                                           12,000
     Accrued interest receivable                                        13,100
                                                                     ---------
                                                                        52,900
           Allowance for uncollectible accounts                          5,700
                                                                     ---------
                                                                     $  47,200
                                                                     =========



                                        9


<PAGE>



CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

7.   LONG-TERM INVESTMENTS:

     Long-term investments at September 30, 2000 consisted of the following:

     Pisgah property                                                  $ 567,100
     Investment in S&S Mining joint venture                              19,000
                                                                      ---------
                                                                      $ 586,100
                                                                      =========


8.   NOTES PAYABLE, RELATED PARTIES:

     Note payable,  related  parties,  at  September  30, 2000  consisted of the
       following:

     Note payable to shareholder; unsecured; interest
         at prime plus 1.00% per annum, due on demand                $  120,300

     Note payable to shareholder; unsecured; interest
         at prime plus 1.00% per annum, due on demand                     4,500
                                                                     ----------
                                                                     $  124,800
                                                                     ==========


9.   NOTES PAYABLE:

     Notes payable at September 30, 2000 consisted of the following:

     Note payable to lender; secured by 1st deed of trust;           $  32,500
         interest at 8.00% per annum, matures July 31, 2001

     Note payable to lender; unsecured; interest                           700
         at prime plus 1.00% per annum, matures September, 2000

     Note payable to lender; unsecured; interest
         at prime plus 1.00% per annum; matures March, 2000                300
                                                                     ---------
                                                                        33,500
     Less current portion                                               33,500
                                                                     ---------
                                                                     $      0
                                                                     =========



                                       10


<PAGE>



CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

10.  STOCKHOLDERS' EQUITY:

     COMMON STOCK:

     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  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.

     On February 27, 2000,  the Board of Directors  approved the Sale of 500,000
       shares of Can-Cal common stock to various investors.

     On July 3, 2000, the Board of  Directors  approved  the issuance of 200,000
       shares of Can-Cal common stock in exchange for technology  related to the
       extraction and processing of ore.

     On July 25, 2000, the Board of directors approved the sale of 46,670 shares
       of Can-Cal common stock to various investors.

                                       11


<PAGE>




     CAN-CAL RESOURCES, LTD.

     NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

11.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

     The following table presents the carrying  amounts and estimated fair value
       of the Company's financial instruments at September 30, 2000:
<TABLE>
<CAPTION>

                                                   CARRYING           FAIR
                                                    AMOUNT            VALUE
                                                 -------------      ----------
     Financial assets:
<S>                                              <C>                <C>
       Notes receivable                          $   53,000         $   53,000
       Property and equipment                        70,300             70,300
       Other assets                                 107,200            107,200
       Notes receivable - related parties            47,200             47,200
       Long-term investments                        586,100            586,100
     Financial liabilities:
       Note payable, related parties                124,800            124,800
       Note payable                                  33,500             33,500

</TABLE>


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

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

12.  RESEARCH AND DEVELOPMENT:

     During  July,  2000,  the  Company  entered  into  an  agreement  with  two
       individuals to obtain proprietary  technology  relative to the extraction
       of precious  metals.  In  consideration  of this  technology  the Company
       issued 200,000 shares of Can-Cal  Resources,  Ltd.  common stock.  Due to
       uncertainty  regarding the  successful  utilization  of this  process,  a
       $300,000  charge to mine  exploration  costs was taken during the quarter
       ended September 30, 2000.

13.  SUBSEQUENT EVENTS:

     Subsequent to September 30, 2000 the Company entered into negotiations with
       a lender to borrow approximately $300,000. Although the Company presently
       has no binding agreement, negotiations are ongoing.

                                       12


<PAGE>



          INDEPENDENT ACCOUNTANTS' REPORT ON SUPPLEMENTAL INFORMATION
          -----------------------------------------------------------



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

Our report on our review of the basic financial statements of Can-Cal Resources,
Ltd. for the three and nine months ended September 30, 2000 appears on page one.
That review was made for the purpose of expressing  limited assurance that there
are no material modifications that should be made to the financial statements in
order  for  them  to  be  in  conformity  with  generally  accepted   accounting
principles.  The information included in the supplemental schedule of operating,
general and administrative  expenses is presented only for supplemental analysis
purposes.  Such  information  has been  subjected to the inquiry and  analytical
procedures applied in the review of the basic financial  statements,  and we are
not aware of any material modifications that should be made thereto.

MURPHY, BENNINGTON & CO.

/s/ Murphy, Bennington & Co.

Las Vegas, NV
November 3, 2000

                                       13


<PAGE>



CAN-CAL RESOURCES, LTD.

SUPPLEMENTAL SCHEDULE I --

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

THREE AND NINE MONTHS  ENDED SEPTEMBER 30, 2000 AND 1999
(ROUNDED TO THE NEAREST HUNDRED)
(UNAUDITED)
<TABLE>
<CAPTION>

                                             THREE          THREE
                                            MONTHS         MONTHS      NINE MONTHS   NINE MONTHS
                                             ENDED          ENDED         ENDED         ENDED
                                           SEPTEMBER      SEPTEMBER     SEPTEMBER     SEPTEMBER
                                           30, 2000       30, 1999      30, 2000      30, 1999
                                           ---------     ----------    ----------    ----------
OPERATING, GENERAL AND ADMINISTRATIVE
EXPENSES:
<S>                                        <C>           <C>           <C>           <C>
      Mine exploration                     $370,800      $ 64,500      $454,500      $133,100
      Travel and entertainment               22,200        11,800        58,500        19,600
      Insurance                               7,900         1,700        38,100         3,800
      Office expense                         12,200         4,100        26,200        10,100
      Office rent                             6,400         5,400        25,200        10,500
      Consulting                              7,800        21,800        22,600        89,200
      Depreciation and amortization           7,900         5,400        21,100        12,800
      Advertising and promotion               5,700           800        12,700         1,300
      Accounting and legal                    6,900        16,100        30,200        31,900
      Telephone                               1,900         1,300         7,700         3,500
      Miscellaneous                           1,900        18,400         6,300        19,000
      Utilities                               1,600           300         2,800           600
      Bank charges                             --             200           300           500
      Bad debt expense                         --            --            --         152,100
                                           --------      --------      --------      --------
                                           $453,200      $151,800      $706,200      $488,000
                                           ========      ========      ========      ========
</TABLE>





             See accountants' report on supplementary information.

                                       14


<PAGE>



FORWARD LOOKING STATEMENTS

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

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

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

(A)  PLAN OF OPERATION

     During the quarter ended September 30, 2000 and continuing thereafter,  the
Company  significantly   expanded  its  precious  metal  extractive  techniques,
procedures and methodology  program of testing volcanic cinder material from its
patented mineral claims at Pisgah,  California. The purpose of the program is to
determine  the nature and extent of precious  metals  contained  in the volcanic
cinder  material  and to verify  the  feasibility  and the  possible  commercial
viability of the various extractive technologies tested.

     These extractive  testing programs are carried out on behalf of the Company
pursuant to a "Care and  Custody"  program by Bruce  Ballantyne,  the  Company's
independent  geologist and  geochemist  consultant.  All tests have to date been
conducted on small amounts of the volcanic cinder  material.  Under this program
the volcanic  cinder material has been selected and collected from the property.
The sample  preparation  and  composition  of the samples used in the extraction
testing  are in Mr.  Ballantyne's  care and custody and  control.  The  precious
metal-bearing  material obtained from the repeated  extraction testing "runs" of
the various  precious  metal  extraction  methods is sent by Mr.  Ballantyne  to
recognized and certified analytical  laboratories.  These laboratories determine
by  chemical  assay  methods  the  existence  of and the  content of the various
precious  metals in the extracted  material.  They report their assay results to
the Company in certified  analytical  reports.  To date the Company has received
repeated confirmation from these independent  laboratories indicating that gold,
silver and platinum group elements (PGE's) are present in, and may be able to be
extracted  from,  the  material.  These  results  from a variety of methods have
resulted  in  an  expanded  program  of  testing  under  the  direction  of  Mr.
Ballantyne, which the Company plans to continue.

     In  addition  to the  chemical  determination  of the  presence of precious
metals in the material,  the Company contracted detailed  mineralogical study of
precious metal-bearing minerals and their associations

                                       15


<PAGE>



in the volcanic  cinders.  These extensive  studies  conducted at the Universite
Libre de Bruxelles and the Colorado School of Mines used microscropical  methods
to document  and  identify and confirm the presence of minerals and native metal
grains and alloys of gold, silver,  platinum and palladium  (precious metals) in
the material.  Scanning Electron  Microscope (SEM) and Electron Microprobe (EMP)
both  equipped  with  Energy  Dispersive  Systems  (EDS) were used to  describe,
measure,  determine and illustrate via imaging,  gold,  silver and PGE's bearing
minerals, metals and alloys. These mineralogical results confirmed the existence
of precious metal minerals in the material. These detailed mineralogical studies
also assisted in the modification of extraction process method testing.

     The Company has caused extractive  processes to be conducted and is further
examining those which appear to be most successful in extracting  precious metal
products which are:

(a)  Smelting of varying weights of "head ore" material at various  temperatures
     in a variety of furnace- types using a variety of fluxes and precious metal
     in quart collectors.

(b)  Various acid digestion  precious metal  extractions of "head ore" material.
     Filtration of resultant  "pregnant"  precious metal bearing  solutions with
     subsequent  "dropping" of contained  precious  metals from these  solutions
     using methods such as solvent  extraction,  electrowinning and wet chemical
     methods.

(c)  Various  precious  metal   chemical-leaching   extractions  of  "head  ore"
     material.  Filtration of the resultant  "pregnant"  precious  metal-bearing
     solutions with subsequent "dropping" of the contained precious metals.

     The precious  metal  bearing  products  have been  prepared in a variety of
products such as dore bars, buttons and beads, powders,  salts, sponges and fire
assay  cupellation  beads.  They were  subsequently  sent by Bruce Ballantyne to
refineries and to certified  analytical  laboratories  for fire assay and/or wet
chemical ICP to determine the precious metal content and  composition  analyses.
Extractive  testing results  obtained to date from the independent  laboratories
has  indicated  that  the  Company  has  repeatedly  extracted  precious  metals
including gold, silver and PGE's using "laboratory  bench-top" sample weights of
the "head ore" material.

     As part of the Company's plan of operation a 500-pound  composite sample of
material  has been  collected,  homogenized  and prepared  into a finely  ground
sample under the direction and supervision of Bruce Ballantyne. Portions of this
sample are being  extraction  tested to ascertain  if this fine  grinding of the
cinders will enhance  precious metal  extraction and recovery as compared to the
previously successful test "runs" on coarser "head ore" material.

     The Company is conducting  this expanded  testing  program to determine the
most suitable  method of  extracting  precious  metal  products and to determine
whether they can be extracted in commercial quantities.

     Any precious  metals produced during these larger sample weight "batch test
runs" will be tested for precious  metal  content and  composition  by certified
independent  bullion assay  laboratories  and  refineries.  The analytical  data
produced by this  program  testing  will,  if  successful,  provide  information
necessary to determine  the  commercial  viability of any  production.  If it is
determined  that  production  may be feasible  and  economical  the testing will
provide  information  required  for  production  circuit  sizing,  building  and
installation of a pilot production facility. No such determination has been made
to date.

     The Company  has leased a facility in Nye County,  Nevada with an option to
purchase,   which  it  considers  adequate  for  its  testing  program  and,  if
successful,  pilot production.  The facility contains certain equipment that the
Company can utilize. The facility consists of approximately 20 acres and has the
following  structures  and  equipment,  which are all  included in the lease and
purchase price: Furnished laboratory

                                       16


<PAGE>



building,   mobile  home,  furnaces,   analytical  equipment,   leaching  tanks,
extraction equipment, leaching tanks and chemicals. However, the Company will be
required to obtain additional  equipment.  The Company is currently  determining
what additional  equipment it will require.  The Company estimates that the cost
of the additional equipment will range from $35,000 to $50,000.

     Although the Company has only entered  into an Interim  Agreement  with the
owner of the facility, the parties are in the process of drafting the definitive
documentation   and  the  Company  believes  that  a  final  agreement  will  be
satisfactorily concluded. The terms of the Interim Agreement are as follows: The
Company  will lease the  facility for four months at a rent of $1,000 per month.
The Company  has paid the first two months rent and is moving into the  facility
and  preparing  it for the testing  program.  The Company has an option for four
months to purchase  the facility  including  all  equipment  and supplies for an
amount to be negotiated,  but which the Company  believes will be in the area of
$100,000.

     The  Company  will have to obtain the  necessary  permits  to  operate  the
facility,  even on a limited  basis.  While it is expected that permits would be
issued in due course (as the proposed  operation is similar in some  respects to
gold  recovery  plants  elsewhere  in the  area),  permitting  delays  could  be
encountered.

     The permitting  authorities  include the Nevada state and county  agencies,
which have authority over mining operations under state and local laws, and also
have  delegated  authority  from the  Environmental  Protection  Agency  for the
various  federal  statutes  and agency  rules which  apply to  mining/processing
operations.

     On July 3,  2000 the  Company  entered  into an  agreement  with an  entity
referred  to as  CAL002,  in which the  company  acquired  an option to  acquire
certain processes and fluxes designed to extract precious metals. As part of the
agreement the Company engaged in extensive testing utilizing those processes and
fluxes. That testing was conducted in the entity's facilities and utilized their
equipment.  As a result of its  testing  the  Company  exercised  its  option to
acquire the processes and fluxes and issued  200,000  shares of its common stock
as consideration.

     As a result of the Company's  expanded  testing and extraction  programs on
the Volcanic Cinders material and the indicated  results of precious metals from
Pisgah  Cinders  material  by a variety of methods,  the  Company has  dedicated
virtually  all of its efforts to the Pisgah  property  programs.  The Company is
also working with other persons  experienced  in extractive  procedures  and the
extraction and processing of precious metals and is testing different extractive
procedures and techniques.

     However,  in an effort to  further  evaluate  the  blasting  and  trenching
program  conducted at the Owl Canyon property in 1999, the Company  retained Mr.
James P.  Robinson,  a  consulting  geologist  to conduct a fifteen day detailed
structural  and geologic  mapping  survey.  This study has been  completed and a
geologic report filed with the Company. The report includes surface geologic and
structural  maps at 1" = 50 feet and  extrapolated  cross  sections  of the four
silver-gold  mineralized zones examined in 1999. Mr. Robinson concluded that the
Papa  Hill  zone  is  a  viable  exploration  target  and  he  recommended  a 10
hole-drilling  program  to  depths  of 200 - 300  feet to  adequately  test  the
mineralized  target. The three other mineralized zones as defined appear to have
structural  features,  which are narrow or truncated and thus less attractive as
bulk tonnage gold-bearing jasperoid deposits. Because of the Company's focus and
exploitation  of the Pisgah Hill Volcanic Cinder  property,  and the unfavorable
exploration  environment  the  Board  has  decided  not to  pursue  any  further
exploration at Owl Canyon or seek third party  participation for the property at
this time.

     Further geologic and exploration work at the Cerbat and Erosion  properties
has not been  initiated  and the  Company  does not  intend to  conduct  further
exploration on those properties in the near future.

                                       17


<PAGE>



(B)  LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

     As of September 30, 2000, the Company's working capital was $6,700. Working
capital as of June 30, 2000 was $113,900.  Working capital at September 30, 2000
included  $69,000 in proceeds from sale of restricted stock in the third quarter
and  approximately  $110,000  loaned to the  Company by officers  and  directors
during the nine months ended September 30, 2000.

     The Company had no operating income or cash flow from its mining operations
for the  three-month  period ended  September 30, 2000. The Company  sustained a
loss from  operations of $449,000 for the three month period ended September 30,
2000,  compared to a loss of $150,400 for the three month period ended September
30,  1999.  $300,000 of the loss for the period  ending  September  30, 2000 was
accounted  for by  expensing  the 200,000  shares of common  stock issued by the
Company to acquire  certain  processes  and fluxes for the treatment of ores and
extraction of precious metals (See note 12 to the financial statements).

     During the three month period ended  September 30, 2000,  mine  exploration
costs  increased  to $370,800  from  $133,100 for the  three-month  period ended
September 30, 1999.  $300,000 of the mine  exploration cost was accounted for by
expensing the 200,000 shares of common stock as indicated  above.  The remaining
$70,800 of mine exploration  costs account for expenses  incurred in testing the
various processes and fluxes, consulting fees paid to Bruce Ballantyne and assay
expenses.  These expenses are attributable to the Company's  accelerated testing
programs on its volcanic  cinders.  Accounting and legal  expenses  decreased to
$6,900  from  $16,100.  The  decrease  was due to the costs  incurred in 1999 of
becoming a reporting company and legal fees in connection therewith.  Consulting
costs  decreased  to $7,800 from $21,800 as a result of fewer  requirements  for
independent  consultants.  Travel and  entertainment  costs increased to $22,200
from  $11,800.  This  increase  was due to the lease of an  additional  vehicle,
increased  travel costs and auto operating  expenses.  Insurance costs increased
from $1,700 to $7,900 as a result of additional  insurance  coverage obtained by
the  Company.  Miscellaneous  expenses  decreased  from  $18,400 to $1,900.  The
decrease was accounted for by focusing on the Pisgah property project.

     Unless the  Company is able to  establish  the  economic  viability  of its
mining  properties,  the  Company  will  continue  writing  off its  expenses of
exploration  and testing of its  properties.  Therefore,  losses  will  continue
unless the Company locates and delineates reserves.  If that occurs, The Company
may capitalize  certain of those expenses.  There is no assurance that this will
occur.

     As a result of the Company's  greatly expanded and accelerated  program for
testing  its  volcanic  cinders  material  during the  quarter  ended  September
30,2000,  and  continuing  thereafter,  the Company has  expended its funds much
faster than it had anticipated. The Company anticipates that, as long as results
appear to warrant it, it will  attempt to continue its high level of testing and
assaying and will attempt to produce  precious  metals from its volcanic  cinder
material.   Therefore,   the  Company  requires  additional  funds  to  continue
conducting  those operations and possibly expand those  operations.  The Company
presently is negotiating a loan in the approximate  amount of $300,000,  and may
also (or in the alternative) seek private equity financing. The anticipated loan
terms would be $300,000, with interest at 16% per annum secured by a second deed
of trust on the Company's  Pisgah Volcanic Cinders property and an assignment of
rents on that  property.  In addition,  if the Company  exercises  its option to
purchase  the  facility in Nye County,  Nevada,  it will execute a first deed of
trust as additional  collateral.  The Company  anticipates that the loan will be
for a period of 5 years,  with interest payable  semi-annually.  The loan may be
prepaid any time  without  penalty.  In addition  the Company  will issue 45,000
shares of its common stock, subject to investment  restrictions,  as a placement
fee,  and grant the lender a 5-year  option to  purchase  300,000  shares of its
common  restricted  stock at a price equal to the 50% of the lowest market price
of its stock during the month preceding exercise.

                                       18


<PAGE>



                           PART II - OTHER INFORMATION

ITEM 2.    CHANGES IN SECURITIES

     In the quarter ended  September 30, 2000, the Company sold 46,670 shares of
restricted  common  stock  for  $69,000  ($1.50  per  share)  to seven  Canadian
residents  pursuant  to the  exemption  from 1933 Act  registration  provided by
Regulation S adopted by the  Securities  and Exchange  Commission.  The offering
price  reflected a discount  from the market price at the time of the  offering.
All shares are restricted  from resale for one year;  resale's  thereafter  only
will be permitted in accordance  with Rule 144. No  Underwriters or brokers were
involved in the offer and sale of the securities,  which were placed by officers
and directors of the Company.

     In addition,  the Company  issued 200,000 shares of its common stock to two
individuals,  both U.S.  Residents,  (100,000 shares each), as consideration for
the acquisition of certain  proprietary  processes and fluxes.  Those shares are
restricted  securities.  The Company relied on the exemption  from  registration
provided by section 4(2) of the Securities Act of 1933. The shares may be resold
only pursuant to an effective registration statement under the Securities Act of
1933 or pursuant to an exemption from registration.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

    (a)    Exhibits.

           No.       Description                                        Page No.
           ---       -----------                                        -------

           11        Computation of Earnings Per Share.......................20

           23        Consent of Independent Accountants......................21

           27        Financial Data Schedule.................................22

    (b)    Reports on Form  8-K. There were  no reports filed  by the Company on
           Form 8-K during the quarter ended September 30, 2000.


                                   SIGNATURES

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

                                             CAN-CAL RESOURCES LTD.

                                             (REGISTRANT)

     Date:  November 13, 2000         By:        / s /     Ronald D. Sloan
                                             -----------------------------------
                                             RONALD D. SLOAN, President


                                       19