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, 2002

       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)

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                                                          Yes    X    No
                                                                -----      -----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

              Class                        Outstanding on November 12, 2002
----------------------------------     -----------------------------------------
 Common Stock, Par Value $.001.                     11,575,695

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


                                        1

<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 or inconsistent 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, or to enter into agreements with larger mining
companies to explore and possibly develop its properties; to produce precious
metals on a commercial basis, the prices of precious metals; obtaining a mill or
refinery to extract precious metals on an economic basis; the ability to
maintain the facilities it currently utilizes; obtain permitting requirements
for any mining and milling operations and pay the costs thereof; have good title
to claims and equipment; and the Company's ability to obtain financing necessary
to maintain its operations.




                                        2

<PAGE>



                                    CONTENTS



                                                                        PAGE NO.

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Balance sheets                                                     4

          Statements of operations                                           5

          Statements of changes in stockholders' deficit                     6

          Statements of cash flows                                           7

          Notes to financial statements                                   8-11

          Supplementary schedule:
            Supplemental schedule I --
            Operating, general and administrative expenses                  12

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  13-15

Item 3.   Controls and Procedures                                           15

PART II.  Other Information

Item 2.   Changes in Securities                                             16

Item 3.   Defaults Upon Senior Securities                                   16

Item 4.   Submission of Matters to a Vote of Shareholders                   16

Item 5.   Other Events                                                      16

Item 6.   Exhibits and Reports on Form 8-K                                  16

          Signatures                                                        17


                                        3

<PAGE>


PART I

ITEM 1.  FINANCIAL STATEMENTS

                             CAN-CAL RESOURCES LTD.
                                 BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                     September 30,      December 31,
                                                                          2002               2001
                                                                     -------------      ------------
                                                                      (Unaudited)
Current assets
<S>                                                                  <C>                <C>
    Cash                                                             $      22,100      $    14,800
    Notes receivable-related parties                                        53,700           57,400
    Prepaid expenses                                                        15,800           13,100
                                                                     -------------      -----------
      Total current assets                                                  91,600           85,300

Fixed assets, net                                                           55,000           48,600

Other assets                                                                13,400            2,000
                                                                     -------------      -----------

Total assets                                                         $     160,000      $   135,900
                                                                     =============      ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable and accrued liabilities                         $     150,700      $    86,300
    Due to stockholder                                                      18,400           21,600
    Notes payable-related parties - current portion                        191,300           47,600
    Other current liabilities                                               30,200             --
                                                                     -------------      -----------
      Total current liabilities                                            390,600          155,500

Long-term liabilities
    Notes payable-related parties - long-term portion                      300,000          452,000
    Convertible note payable-related party                                 120,000             --
                                                                     -------------      -----------

Total liabilities                                                          810,600          607,500

Commitments and contingencies                                                 --               --

Stockholders' deficit
    Common stock; $0.001 par value; 15,000,000 shares
       authorized, 11,406,616 shares issued and outstanding                 11,400           10,200
    Additional paid-in capital                                           3,864,400        3,490,100
    Unamortized loan fees                                                  (25,800)            --
    Accumulated deficit                                                 (4,500,600)      (3,971,900)
                                                                     -------------      -----------
      Total stockholders' deficit                                         (650,600)        (471,600)
                                                                     -------------      -----------

Total liabilities and stockholders' deficit                          $     160,000      $   135,900
                                                                     =============      ===========
</TABLE>


                 See Accompanying Notes to Financial Statements
                                       4

<PAGE>


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


<TABLE>
<CAPTION>
                                                Three Months Ended September 30,     Nine Months Ended September 30,
                                                --------------------------------     -------------------------------
                                                    2002                2001              2002              2001
                                                -----------         ------------     -----------        ------------

<S>                                             <C>                 <C>              <C>                <C>
Rental revenue                                  $     5,600         $     6,900      $    16,900        $    29,500

General and administrative expenses                 154,500             158,500          411,600            486,800
                                                -----------         -----------      -----------        -----------

Loss from operations                               (148,900)           (151,600)        (394,700)          (457,300)

Other income (expense)
    Other income                                         --                  --               --                800
    Interest income                                   1,200               1,300            3,100              9,300
    Interest expense                                (29,500)            (10,100)        (137,100)           (44,200)
                                                -----------         -----------      -----------        -----------

Loss before provision for income taxes             (177,200)           (160,400)        (528,700)          (491,400)

Provision for income taxes                               --                  --               --                 --
                                                -----------         -----------      -----------        -----------

Net loss                                        $  (177,200)        $  (160,400)     $  (528,700)       $  (491,400)
                                                ===========         ===========      ===========        ===========

Basic and diluted loss per common share         $     (0.02)        $     (0.02)     $     (0.05)       $     (0.06)
                                                ===========         ===========      ===========        ===========

Basic and diluted weighted average
    common shares outstanding                    11,175,200           8,484,900        10,799,200         8,719,700
                                                ===========         ===========      ===========        ===========
</TABLE>




                 See Accompanying Notes to Financial Statements
                                       5
<PAGE>


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




<TABLE>
<CAPTION>
                                                                Common Stock
                                                          -------------------------       Additional
                                                           Number of                       Paid-in
                                                            Shares          Amount         Capital
                                                          ----------     -----------     -----------

<S>                                                       <C>            <C>             <C>
Balance, December 31, 2001                                10,158,738     $    10,200     $ 3,490,100

Common shares issued for cash                                835,920             800         212,800

Common shares issued for cash
  related to Dutchess Private Equities
  Fund, net of offering costs of $200                         32,281            --             5,500

Common shares issued for principal payment
   of $48,000 on note payable - related party,
   including interest of $71,800                             309,677             300         119,500

Common shares issued for services                             70,000             100          25,300

Unamortized loan fees                                           --              --              --

Current period amortization of unamortized loan fees            --              --              --

Deemed interest expense related to
  conversion feature of note payable                            --              --            11,200

Net loss                                                        --              --              --
                                                          ----------     -----------     -----------

Balance, September 30, 2002                               11,406,616     $    11,400     $ 3,864,400
                                                          ==========     ===========     ===========
</TABLE>




                 See Accompanying Notes to Financial Statements
                                       6a

<PAGE>


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



<TABLE>
<CAPTION>
                                                                                            Total
                                                          Unamortized    Accumulated     Stockholders'
                                                           Loan fees        Deficit        Deficit
                                                          ----------     -----------     -------------

<S>                                                       <C>           <C>              <C>
Balance, December 31, 2001                                $    --       $(3,971,900)     $  (471,600)

Common shares issued for cash                                  --               --          213,600

  Common shares issued for cash
  related to Dutchess Private Equities
  Fund, net of offering costs of $200                          --               --            5,500

Common shares issued for principal payment
   of $48,000 on note payable - related party,
   including interest of $71,800                               --               --          119,800

Common shares issued for services                              --               --           25,400

Unamortized loan fees                                       (30,200)            --          (30,200)

Current period amortization of unamortized loan fees          4,400             --            4,400

Deemed interest expense related to
  conversion feature of note payable                           --               --           11,200

Net loss                                                       --           (528,700)      (528,700)
                                                         ----------      -----------     -----------
Balance, September 30, 2002                              $  (25,800)     $ 4,500,600)    $ (650,600)
                                                         ==========      ===========     ==========
</TABLE>




                 See Accompanying Notes to Financial Statements
                                       6b

<PAGE>


<TABLE>
<CAPTION>
                                                                 Nine Months Ended September 30,
                                                                 -------------------------------
                                                                   2002                  2001
                                                                 ---------            ----------

Cash flows from operating activities:
<S>                                                              <C>                  <C>
    Net loss                                                     $(528,700)           $(491,400)
    Adjustments to reconcile net loss to net
     cash used by operating activities:
      Depreciation                                                  16,600               19,700
      Stock issued for services                                     25,400                 --
      Stock issued for interest                                     71,800                 --
      Deemed interest expense                                       11,200                 --
      Current period amortization of unamortized loan fees           4,400                 --
    Changes in operating assets and liabilities:
      Change in notes receivable-related parties                     3,700               (5,800)
      Change in prepaid expenses                                    (2,700)                --
      Change in other assets                                       (11,400)              (3,700)
      Change in accounts payable and accrued expenses               55,700              (13,900)
      Change in due to shareholder                                  (3,200)                --
      Change in other current liabilities                           30,200                 --
                                                                 ---------            ---------
         Net cash used by operating activities                    (327,000)            (495,100)

Cash flows from investing activities:
    Payments for issuance of notes receivable                         --                   --
    Proceeds from payments on notes receivable                        --                   --
    Purchase of fixed assets                                       (23,000)              (2,500)
                                                                 ---------            ---------
         Net cash used by investing activities                     (23,000)              (2,500)

Cash flows from financing activities:
    Proceeds from issuance of common stock                         219,100               58,300
    Proceeds from borrowing on notes payable-related parties        79,000               52,500
    Principal payments on notes payable-related parties            (60,800)             (22,500)
    Proceeds from convertible debenture                            120,000                 --
                                                                 ---------            ---------
         Net cash provided by financing activities                 357,300               88,300

Net increase (decrease) in cash                                      7,300             (409,300)

Cash, beginning of period                                           14,800              510,800
                                                                 ---------            ---------
Cash, end of period                                              $  22,100            $ 101,500
                                                                 =========            =========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                   $    --              $    --
                                                                 =========            =========
    Cash paid for interest                                       $    --              $    --
                                                                 =========            =========

Schedule of non-cash financing activities:

    Issuance of common stock for principal payment on
      note payable - related party                               $  48,000            $    --
                                                                 =========            =========

    Accrued interest added to principal on notes
      payable - related parties                                  $  21,500            $    --
                                                                 =========            =========
</TABLE>

                 See Accompanying Notes to Financial Statements
                                       7
<PAGE>







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

1.  BASIS OF PRESENTATION

    The accompanying 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 generally accepted accounting principles for complete
    financial statements. The financial statements should be read in conjunction
    with the Forms 10-KSB for the year ended December 31, 2001 of Can-Cal
    Resources Ltd. ("the Company").

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

    The interim financial information is unaudited. In the opinion of
    management, all adjustments necessary to present fairly the financial
    position as of September 30, 2002 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 of America requires
    management to make estimates and assumptions that affect the reported
    amounts of assets and liabilities and disclosure of contingent assets and
    liabilities at the date of the financial statements and the reported amounts
    of revenues and expenses during the reporting period. Actual results could
    differ from those estimates.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Reclassification - Certain prior year balances have been reclassified to
    conform to the current year presentation.

3.  NOTES RECEIVABLE-RELATED PARTIES

    Notes receivable-related parties consisted of the following as of September
    30, 2002:

<TABLE>
<S>                                                                             <C>
        Note receivable from S&S Mining, Inc. a joint venture partner
        unsecured, interest imputed at 8%, due on demand                        $  27,800

        Note receivable from a stockholder, unsecured,
        interest imputed at 8%, due on demand                                      12,000

        Accrued interest receivable                                                13,900
                                                                                ---------

                                                                                $  53,700
</TABLE>



                                        8

<PAGE>



4.  NOTES PAYABLE-RELATED PARTIES

    Notes payable consisted of the following as of September 30, 2002:

<TABLE>
<S>                                                                             <C>
        Note payable to a stockholder, secured by 2nd deed of trust, bearing
        interest at 16.0% per annum, interest only payments payable in
        semi-annual payments, maturing November 2005. (Note: The Company is in
        default of its first semi-annual interest payment of $24,000 but is
        currently negotiating forbearance on
        collection of the interest)                                             $ 300,000

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing July 2003                                      70,300

        Note payable to a stockholder, secured by deed of trust,
        bearing interest at 8.0% per annum, due on demand                          25,800

        Note payable to an entity owned by a stockholder, unsecured,
        Bearing interest at 5% per annum, maturing July 2003                       19,700

        Note payable to an entity owned by a stockholder, unsecured,
        Bearing interest at 5% per annum, maturing July 2003                       19,900

        Note payable to a stockholder, secured by deed of trust,
        bearing interest at 8.0% per annum, due on demand                          15,500

        Note payable to an entity, secured by deed of trust, bearing
        interest at 8.0% per annum, due on demand                                  13,300

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing July 2003                                      11,800

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing February 2003                                   5,000

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing April 2003                                      5,000

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing April 2003                                      3,000

        Note payable to a stockholder, unsecured, bearing interest
        at 7.5% per annum, maturing February 2003                                   2,000
                                                                                ---------

                                                                                  491,300
        Less: amounts due within one year                                         191,300
                                                                                ---------

        Long-term portion of notes payable                                      $ 300,000
                                                                                =========
</TABLE>



                                        9

<PAGE>



5.  OTHER CURRENT LIABILITIES

    Other current liabilities consist of the following as of September 30, 2002:

<TABLE>
<S>                                                                             <C>
        50,000 warrants due related to convertible note payable (see Note 6)        16,700

        30,000 shares due related to convertible note payable (see Note 6)          13,500
                                                                                ----------

                                                                                $   30,200
                                                                                ==========
</TABLE>

6.  CONVERTIBLE NOTE PAYABLE-RELATED PARTY

    As of September 30, 2002 convertible note payable-related party totaling
    $120,000 consisted of an unsecured loan agreement with a stockholder. Upon
    closing, the Company paid $13,400 in loan fees and other expenses which were
    capitalized and recorded as other assets which will be expensed over the
    life of the loan using the straight-line method. For the nine months ended
    September 30, 2002, the Company amortized $2,000 of the loan fees and
    related expenses as interest expense. The term of the loan is two years,
    with interest at 8.0%, and maturing in June 2004. The stockholder/lender has
    the option of converting this loan to free-trading common stock, at the
    lower of a) the initial purchase price, defined as the lower of $0.41 per
    share or 100% of the average of the lowest five closing bid prices of the
    fifteen prior trading days prior to closing, or b) 80% of average of the
    three lowest prices in fifteen closing bid prices prior to conversion.

    Due to the conversion feature of the debt and the Company's historical range
    of common stock prices, the Company anticipates it will record significant
    amounts of deemed interest in the future as funds are drawn on the loan.
    During the nine months ended September 30, 2002, the Company recorded
    $11,200 of deemed interest expense relating to this conversion feature.

    As of September 30, 2002, the stockholder/lender was due warrants to
    purchase 50,000 shares of the Company's common stock at the lower of 110% of
    the 5-day average closing bid prices a) preceding the date of issue, or b)
    180 days after each closing. The warrants expire after three years. The fair
    value of the warrants as computed using the Black-Scholes option pricing
    model was $16,700 and recorded as unamortized loan fees, of which $2,400 was
    recorded as interest expense during the nine months ended September 30,
    2002. The Company has recorded a liability of $16,700 for the warrants which
    is included in other current liabilities totaling $30,200.

    As of September 30, 2002, the stockholder/lender was also due 30,000 shares
    of the Company's common stock for legal fees related to the loan. The 30,000
    shares were valued at $13,500 and recorded as unamortized loan fees, of
    which $2,000 was recorded as general and administrative expenses during the
    nine months ended September 30, 2002. The Company has recorded a liability
    of $13,500 for the 30,000 shares which is included in other current
    liabilities totaling $30,200.



                                       10

<PAGE>



7.  GOING CONCERN

    The Company incurred a net loss of approximately $529,000 for the nine
    months ended September 30, 2002. The Company's current liabilities exceed
    its current assets by approximately $299,000 as of September 30, 2002. 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.

8.  SUBSEQUENT EVENTS

    During October 2002, the Company issued 133,400 shares of the Company's
    common stock for $33,400 in cash.

    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.


                                       11

<PAGE>


<TABLE>
<CAPTION>
                                                     Three Months Ended September 30,     Nine Months Ended September 30,
                                                     --------------------------------     -------------------------------
                                                          2002               2001             2002                2001
                                                     -------------      -------------     ------------       ------------
General and administrative expenses
<S>                                                   <C>               <C>                <C>                <C>
    Advertising and promotion                         $     2,300       $        --        $   19,600         $    3,300
    Bad debts                                               4,500                --             4,500                 --
    Bank charges                                               --               100               100                200
    Consulting                                             31,100            45,000            81,200            135,500
    Depreciation                                            7,500             6,700            16,600             19,700
    Insurance                                              19,200             3,900            42,700             24,500
    Lease expense                                           2,200             2,500             6,600              6,900
    Mine exploration                                       26,800            32,000            59,200            112,400
    Miscellaneous                                             800             1,000               800              6,100
    Office expense                                          2,400            13,600             6,000             44,400
    Office rent                                             7,900             7,900            23,800             23,800
    Professional fees                                      30,000             9,300            85,700             17,300
    Property taxes                                             --                --             3,200                 --
    Repairs and maintenance                                   800               700             2,700              4,800
    Salaries and wages                                     15,000            15,000            45,000             15,000
    Telephone                                               2,500             2,400             5,400              8,500
    Travel and entertainment                                   --            15,900             3,400             57,600
    Utilities                                               1,500             2,500             5,100              6,800
                                                      -----------       -----------        ----------
      Total general and administrative expenses       $   154,500       $   158,500        $  411,600         $  486,800
                                                      ===========       ===========        ==========         ==========
</TABLE>


                                       12
<PAGE>


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

(a)  Plan of Operation.

     We intend to continue sampling and testing volcanic cinder materials from
the Pisgah property with a small pilot plant to be located at a location within
approximately one hour driving time from the Pisgah property, assuming we have
the necessary funds. We anticipate using the pilot plant to process small
batches of material for testing purposes. We will obtain an independent reserve
report and feasibility study before building the production plant.

     We will depend on sales of stock to Dutchess Fund and DRH to build the
pilot plant, obtain an independent reserve report and an independent feasibility
study, pay general and administrative expenses, and pay debt service. Total
number of employees and consultants would increase to approximately eight when
the pilot plant is operational, and up to 25 when the production plant is
running.

     There is no assurance that precious metals exist in the volcanic cinders in
commercial quantities or, if they do, that they can be profitably extracted from
the Pisgah property.

     The Company has no present plans to conduct any activities or operations on
any of its other properties.

     During the nine months ended September 30, 2002, we sold 789,920 restricted
common shares for a total of $197,479.50, and issued warrants to purchase
789,920 restricted common shares, exercisable at $0.25 per share. We also sold
46,000 restricted common shares for a total of $16,100.00, and issued warrants
to purchase 46,000 restricted common shares, exercisable at $0.35 per share.

     We will depend on sales of stock to Dutchess Private Equities Fund, L.P.
and DRH Investment Company, LLC, who are providers of the equity line of credit
established under an Investment Agreement with us, to build the pilot plants,
obtain independent reserve reports and independent feasibility studies, pay
general and administrative expenses, and pay debt service. For more information
regarding the Investment Agreement, see annual report on Form 10-KSB for the
year ended December 31, 2001.

     During the three and nine months ended September 30, 2002, we sold 32,281
non-restricted common shares for a total of $5,488 (net of offering costs of
$216) to Dutchess Private Equities Fund under the Investment Agreement.
Accordingly, as of September 30, 2002, the company has received total advances
of $5,488 of the total $8,000,000 available under the Investment Agreement. See
the company's Form 10-KSB for the year ended December 31, 2001 for information
regarding the Investment Agreement.

     During the three months ended September 30, 2002, we issued 30,000
restricted common shares to Joesph B. Larocco, attorney for Dutchess Fund for
legal services rendered.

     At September 30, 2002, we had approximately $22,100 cash available to
sustain operations, which would cover two months operations maximum. In advance
of such sales, we may seek additional capital by sale of restricted stock in
private placement transactions in Canada, loans from directors, or possible
funding or joint venture arrangements with other mining companies. However,
there are no plans or arrangements now in place to fund the company by any of
these means, and outcome of the discussions with other companies cannot be
predicted.


                                       13

<PAGE>



     It is not anticipated that the Company will purchase (or sell) any
significant amount of equipment or other assets, or experience any significant
change in the number of personnel who perform services for the Company, during
the fiscal year ending December 31, 2002. However, this depends on results of
its ongoing testing programs and financing available to it.

(b) Liquidity and Capital Resources and Results of Operations

     As of September 30, 2002, the Company had a working capital deficit of
$299,000.

     The Company had no operating income or cash flow from its mineral
operations for the nine months ended September 30, 2002. The Company recorded
rental revenue of $16,900 during the nine months ended September 30, 2002,
compared to $29,500 for the nine months ended September 30, 2001. The Company
sustained a loss from operations of $394,700 for the nine month period ended
September 30, 2002, compared to a loss of $457,300 for the nine months ended
September 30, 2001. The decreased loss resulted from a decrease in general and
administrative expenses.

     General and administrative expenses decreased approximately $75,200 to
$411,600 (compared to $486,800 in 2001). The changes in costs and expenses,
stated as changes for the period ended September 30, 2002 compared to the same
period for 2001, were due to:

     o    Advertising and promotion expenses increased by $16,300 due to
          substantial revisions in the layout and content of our website, and
          investor relations program being initiated.

     o    Bad debt expense increased by $4,500 due to write-off of interest
          receivable. There was no bad debt expense during the same period in
          2001.

     o    Consulting fees decreased by $54,300 due to less outside consultant
          research and development.

     o    Depreciation decreased by $3,100 because some of our equipment has
          been fully depreciated.

     o    Insurance costs increased $18,200 due to increases in insurance
          premiums.

     o    Bank charges and lease expenses decreased by a total of $400 due to
          less fees and as a result of equipment purchased for the lease
          property.

     o    Mine exploration costs decreased $53,200 due to a reduction in the
          amount of third party assay tests performed for the company and
          discontinuation of exploration on the Owl Canyon property.

     o    Miscellaneous costs decreased by $5,300 as a result of
          reclassification of expenses.

     o    Office expense decreased $38,400. During fiscal 2001, we established
          an office at the Nye County lab facility. Establishment of the office
          resulted in one time expenses for equipment and supplies. The facility
          was closed on December 31, 2001.

     o    Professional fees increased $68,400 primarily due to additional
          bookkeeper, accounting and legal fees related to non-recurring fees
          associated with the filing of two SB-2 registration statements and
          amendments thereto.


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     o    Property taxes increased by $3,200 due to late receipt of tax bill.
          There were no property taxes paid during the same period of the
          previous year.

     o    Repairs and maintenance decreased by $2,100 due to less repairs and
          maintenance needing done.

     o    Salaries and wages increased by $30,000 because we agreed in June 2001
          to pay the company's chief executive officer a salary of $60,000 per
          year, which has been accrued. There were no salary and wages during
          the same period in 2001.

     o    Telephone expenses decreased by $3,100 due to lower long distance
          rates

     o    Travel and entertainment costs decreased $54,200 due to less travel by
          directors and less travel expenses incurred for consultants.

     o    Utilities decreased by $1,700 due to less use of air conditioning
          during the summer months.

     The Company has no material commitments for capital expenditures other than
expenditures it chooses to make with respect to testing and/or exploration of
its mineral properties. However, the Company intends to build a production
facility in 2003 if funds are realized from the Investment Agreement (see Plan
of Operation, above).

     Subsequent to the quarter ended September 30, 2002, we sold 133,400
restricted common shares for a total of $33,350.00, and issued warrants to
purchase 133,400 restricted common shares, exercisable at $0.25 per share.

     Also, subsequent to the end of the quarter we sold 35,679 non-restricted
common shares for $4,637, net of offering costs of $672, to Dutchess Private
Equities Fund under the Investment Agreement. See the company's Form 10-KSB for
the year ended December 31, 2001 for information on the Investment Agreement.

     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.


Item 3.   Controls and Procedures

     In the 90 day period before the filing of this report, the certifying
officer of the Company has evaluated the effectiveness of the company's
disclosure controls and procedures. These disclosure controls and procedures are
those controls and other procedures we maintain, which are designed to insure
that all of the information required to be disclosed by the company in all its
periodic reports filed with the SEC is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by the
company in its reports filed or submitted under the Securities Exchange Act of
1934 is accumulated and communicated to company management, as appropriate to
allow management to make timely decisions regarding required disclosure.


                                       15

<PAGE>



     Subsequent to date when the disclosure controls and procedures were
evaluated, there have not been any significant changes in the company's
disclosure controls or procedures or in other factors that could significantly
affect such controls or procedures. No significant deficiencies or material
weaknesses in the controls or procedures were detected, so no corrective actions
needed to be taken.


                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities.

     (c) During the three months ended September 30, 2002, we sold 300,698
restricted common shares for a total of $75,174.00, and issued warrants to
purchase 300,698 restricted common shares, exercisable at $0.25 per share. We
also sold 32,281 non-restricted common shares for a total of $5,488, net of
offering costs of $216, to Dutchess Private Equities Fund under the Investment
Agreement. See the company's Form 10-KSB for the year ended December 31, 2001
for information regarding the Investment Agreement.

     We also issued 30,000 restricted common shares to Joesph B. Larocco,
attorney for Dutchess Fund for legal services rendered totaling $11,340.

Item 3.  Defaults Upon Senior Securities.

     Not applicable.

Item 4.  Submission of Matters to a Vote of Shareholders.

     Not applicable.

Item 5.  Other Events.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits. Page No.

         99.1     Certifications pursuant to Section 1350 of Chapter 63
                  of Title 18 of the United States Code                      18

     (b) Reports on Form 8-K. On July 26, 2002, the Company filed a Form 8-K
         reporting the issuance of an unsecured convertible debenture to
         Dutchess Private Equities Fund, L.P. (a Delaware limited partnership)
         and a testing program initiated on the Company's Cerbat property.





                                       16

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                                   Signatures

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


                                             CAN-CAL RESOURCES LTD.
                                             (Registrant)



Date: November 13, 2002                      By:   /s/  Ronald D. Sloan
                                                  ------------------------------
                                                  RONALD D. SLOAN, President


                                       17

<PAGE>


                                  CERTIFICATION

     I, Ronald D. Sloan, certify that:

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

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

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

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

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

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

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

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

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

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

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

DATED this 13th day of November, 2002.

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


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