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, 1999.

_____    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)

          1505 Blackcombe St., Bldg. 2, Unit #203, Las Vegas, NV 89128
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number, (  702  )         240           -        6565
                           ---------  --------------------   -------------------

                                      None
--------------------------------------------------------------------------------
              (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, 1999
----------------------------------     -----------------------------------------
  Common Stock, Par Value $.001.                 8,243,782

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



<PAGE>



                         PART I - FINANCIAL INFORMATION

         In  the  opinion  of  the  management  of the  Company,  the  following
condensed  financial  information as of September 30, 1999 and 1998, and for the
three and nine months periods then ended,  contain all  adjustments  (consisting
only of normal  recurring  accruals)  necessary to present  fairly the financial
condition of the Company at these dates and for those periods. The balance sheet
information as of December 31, 1998,  has been taken from the Company's  audited
financial statements included in its Form 10-SB (effective in October 1999).



                                        2

<PAGE>



CAN-CAL RESOURCES, LTD.
BALANCE SHEETS
SEPTEMBER 30, 1999
(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                   SEPTEMBER 30,   DECEMBER 31,
                                                                       1999              1998
                                                                  --------------   -------------
                                                                    (UNAUDITED)        (NOTE)
ASSETS

CURRENT ASSETS:
<S>                                                                <C>             <C>
       Cash                                                        $   253,100     $    41,600
       Accounts receivable                                                --             6,900
       Notes receivable, related parties                                46,200          41,600
       Inventory                                                          --            72,500
       Prepaid expenses                                                    800           6,600
       Other current assets                                               --               100
                                                                   -----------     -----------
         Total current assets                                          300,100         169,300

PROPERTY AND EQUIPMENT, NET                                             67,400          27,000

OTHER ASSETS                                                            95,300          95,300

LONG-TERM INVESTMENTS                                                  586,100         586,100
                                                                   -----------     -----------
                                                                   $ 1,048,900     $   877,700
                                                                   ===========     ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
       Bank line of credit                                         $         -     $    12,400
       Accounts payable                                                  6,300          12,800
       Accrued expenses                                                 59,800          26,200
       Note payable, current portion                                    43,500            --
                                                                   -----------     -----------
         Total current liabilities                                     109,600          51,400

NOTE PAYABLE, NET OF CURRENT PORTION                                    22,500          77,500

NOTES PAYABLE, RELATED PARTIES                                          39,700         243,500
                                                                   -----------     -----------
                                                                       171,800         372,400
                                                                   -----------     -----------
STOCKHOLDERS' DEFICIT:
       Common stock, $.001 par value; authorized, 15,000,000
         shares;  issued and outstanding, 8,243,782 shares               8,200           7,000
       Preferred stock, $.001 par value; authorized, 10,000,000
         shares;  none issued or outstanding                              --              --
       Additional paid-in-capital                                    2,460,300       1,887,600
       Cumulative translation adjustment                                  --             8,500
       Accumulated deficit                                          (1,591,400)     (1,397,800)
                                                                   -----------     -----------
                                                                       877,100         505,300
                                                                   -----------     -----------
                                                                   $ 1,048,900     $   877,700
                                                                   ===========     ===========

<FN>
Note: The balance sheet of December 31, 1998 has been derived from the audited
      financial statements at that date.
</FN>
</TABLE>


                             See accompanying notes.


                                        3

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED  SEPTEMBER 30, 1999 AND 1998
ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)



<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED                  NINE MONTHS ENDED
                                                   ---------------------------------  ---------------------------------
                                                      SEPTEMBER         SEPTEMBER        SEPTEMBER         SEPTEMBER
                                                      30, 1999          30, 1998         30, 1999           30,1998
                                                   ---------------   ---------------  ---------------   ---------------
                                                     (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                                 151,800            82,700          488,000           154,900
                                                   ---------------   ---------------  ---------------   ---------------
LOSS FROM OPERATIONS                                      (151,800)          (82,700)        (484,300)         (154,900)
OTHER INCOME (EXPENSES):
        Other income                                             -                 -                -                 -
        Interest income                                      3,600               800            7,300             4,100
        Interest expense                                    (2,200)           (2,200)          (7,300)           (4,100)
                                                   ---------------   ---------------  ---------------   ---------------
INCOME(LOSS) FROM CONTINUING OPERATIONS                   (150,400)          (84,100)        (484,300)         (154,900)
                                                   ---------------   ---------------  ---------------   ---------------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS:
        Income (loss) from discontinued
         automobile salvage division                             -          (26,800)          174,300          (57,000)
        Gain on disposal of automobile
         salvage division (net of taxes)                         -                 -          116,400                 -
                                                   ---------------   ---------------  ---------------   ---------------
NET INCOME (LOSS)                                  $     (150,400)   $     (110,900)  $     (193,600)   $     (211,900)
                                                   ===============   ===============  ===============   ===============

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

BASIC EPS
        Net loss from continuing operations        $        (0.02)   $        (0.02)  $        (0.03)   $        (0.03)
                                                   ===============   ===============  ===============   ===============
        Weighted average shares outstanding              7,928,616         6,569,652        7,567,464         6,510,541
                                                   ===============   ===============  ===============   ===============

DILUTED EPS
        Net loss from continuing operations        $        (0.02)   $        (0.02)  $        (0.03)   $        (0.03)
                                                   ===============   ===============  ===============   ===============
        Weighted average shares outstanding              7,928,616         6,569,652        7,567,464         6,510,541
                                                   ===============   ===============  ===============   ===============
</TABLE>



                             See accompanying notes.


                                        4

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

NINE MONTHS ENDED SEPTEMBER 30,1999

(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, 1996                       3,441,217   $   3,400   $    625,000    $   (498,000)  $        -   $     130,400
   Adjustment of accumulated deficit                     -           -              -         497,900           -          497,900
                                               -----------   ---------   ------------    ------------   ----------   -------------

BALANCE DECEMBER 31, 1996, AS RESTATED           3,441,217       3,400        625,000           (100)            -         628,300
   Issuance of common stock                        500,000         500         18,500               -            -          19,000
   Issuance of common stock                        200,000         200         81,800               -            -          82,000
   Issuance of common stock                      2,181,752       2,200        892,300               -            -         894,500
   Issuance of common stock                        124,683         100         58,800               -            -          58,900
   Net income (loss) for the year                       --           -              -     (1,044,700)            -      (1,044,700)
                                               -----------   ---------   ------------    ------------   ----------   -------------
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 (Note 9)             1,238,621       1,200        572,700               -            -         573,900
   Foreign currency translation adjustment               -           -              -               -     (11,800)         (11,800)
   Realized foreign currency translation loss            -           -              -                        3,300           3,300
   Net income (loss) for the period                      -           -              -       (193,600)            -        (193,600)
                                               -----------   ---------   ------------    ------------   ----------   -------------
BALANCE, SEPTEMBER 30, 1999                      8,243,782   $   8,200   $  2,460,300    $(1,591,400)   $       -    $     877,100
                                               ===========   =========   ============    ============   ==========   =============
</TABLE>



                             See accompanying notes.


                                        5

<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(ROUNDED TO THE NEAREST HUNDRED)


<TABLE>
<CAPTION>
                                                                 NINE MONTHS ENDED
                                                            ----------------------------
                                                            SEPTEMBER 30,  SEPTEMBER 30,
                                                               1999            1998
                                                            -------------  -------------
                                                            (UNAUDITED)     (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>            <C>
NET LOSS                                                    $(193,600)     $(211,900)
       Adjustments to reconcile net income to net cash
         provided by operating activities:
           Depreciation                                        12,700          2,500
           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       (5,500)        (6,600)
              (Increase) decrease in prepaid expenses             500           --
              (Increase) decrease in other assets                 100         26,800
              Increase (decrease) in accounts payable and
                other current liabilities                      32,300         32,900
                                                            ---------      ---------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES             (295,400)      (156,300)
                                                            ---------      ---------
CASH FLOW FROM INVESTING ACTIVITIES:
       Purchase of property and equipment                     (57,400)       (13,500)
       Proceeds from sale of facility                          65,300           --
                                                            ---------      ---------
NET CASH PROVIDED BY INVESTING ACTIVITIES                       7,900        (13,500)
                                                            ---------      ---------
CASH FLOW FROM FINANCING ACTIVITIES:
       Increase in related party debt                         (65,300)       (14,700)
       Principal payments on note payable                     (40,600)       (18,600)
       Proceeds from issuance of common stock                 573,300        152,700
       Proceeds from debt issuance                             25,800         77,000
                                                            ---------      ---------
NET CASH USED BY FINANCING ACTIVITIES                         493,200        196,400
                                                            ---------      ---------
NET CHANGE IN CUMULATIVE TRANSLATION ADJUSTMENT                 5,800         (7,400)
NET INCREASE (DECREASE) IN CASH                               211,500         19,200
CASH AT BEGINNING OF PERIOD                                    41,600         14,200
                                                            ---------      ---------
CASH AT END OF PERIOD                                       $ 253,100      $  33,400
                                                            =========      =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
       Interest                                             $   3,000      $    --
                                                            =========      =========
       Income taxes                                         $    --        $    --
                                                            =========      =========
</TABLE>



                             See accompanying notes.


                                        6

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

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 1998 Annual Report on Form 10-SB.  Interim  results are
         not necessarily indicative of results for a full year.

2.     BUSINESS ACQUISITIONS:

       In accordance with  accounting  principles  associated with a transaction
         where the acquired  company has been  acquired by a  development  stage
         company and the acquired  company is  considered a promoter in founding
         and  organizing  the  business,  the acquired  business  assets will be
         recorded  at the  historical  cost  basis  of the  predecessor.  If the
         transaction  is  accounted  for in a manner  similar  to a  pooling  of
         interest,  the accompanying  financial statements have been restated to
         include the accounts of the pooled companies as if they had always been
         combined.  If the transaction is accounted for in a manner similar to a
         purchase,  the net assets of the acquired company have been recorded as
         net proceeds  from an issuance of stock,  and the results of operations
         will be included with the results of the Company  following the date of
         acquisition.

       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.


                                        7

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

4. NOTES RECEIVABLE (RELATED PARTIES):

       Notes receivable, related parties, at September 30, 1999 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                                    12,100
                                                                ------------
                                                                      51,900
       Allowance for uncollectible accounts                            5,700
                                                                ------------
                                                                $    46,200
                                                                ============
5.     PROPERTY AND EQUIPMENT:

       Property and equipment at September 30, 1999 consisted of the following:


  Machinery and equipment                                       $    81,700
  Office equipment and furniture                                      4,000
                                                                ------------
                                                                     85,700
  Less accumulated depreciation                                     (18,300)
                                                                ------------
                                                                $    67,400
                                                                ============

       Depreciation expense for the nine months ended September 30,1999 totaled
         $12,700.

6.     OTHER ASSETS:

       Other assets at September 30, 1999 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
       Deposits                                                      5,600
       Mining claims                                                36,400
                                                               ------------
                                                               $    95,300
                                                               ============






                                        8

<PAGE>



CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

7.     LONG-TERM INVESTMENTS:

       Long-term investments at September 30, 1999 consisted of the following:


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

8.     NOTE PAYABLE:

       Note payable at September 30, 1999 consisted of the following:



       Note payable to lender; secured
         by 1st deed of trust; interest                          $  50,000
         at 8.00% per annum, matures July 31, 2001


       Note payable to lender; unsecured;
         interest at prime plus 1.00% per annum,                     6,800
          matures September, 2000


       Note payable to lender; unsecured;                            6,800
         interest at prime plus 1.00% per
         annum, matures December, 1999


       Note payable to lender; unsecured;
         interest at prime plus 1.00% per annum;
         matures October, 1999                                       2,400
                                                                 ----------
                                                                    66,000
       Less current portion                                         43,500
                                                                 ----------
                                                                 $  22,500
                                                                 ==========

9. NOTE PAYABLE, RELATED PARTIES:

       Note payable,  related  parties,  at September 30, 1999  consisted of the
         following:


       Note payable to shareholder; unsecured; interest
         at prime plus 1.00% per annum, due on demand            $   39,700
                                                                 ===========



                                        9

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1999 AND 1998

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.

11. New accounting standard:

       On January 1,1998, the Company adopted Statement of Financial  Accounting
         Standards No. 130 ("SFAS 130") "Reporting  Comprehensive Income", which
         requires  companies  to report all  changes in equity  during a period,
         except those  resulting from  investment by owners and  distribution to
         owners. The components for comprehensive income are as follows:


                                       10

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


11.    NEW ACCOUNTING STANDARD (CONTINUED):

                                                             SEPTEMBER
                                                              30, 1999
                                                          --------------
       Net income (loss)                                  $    (193,600)
       Translation adjustment                                      8,500
                                                          --------------
       Comprehensive income                               $    (185,100)
                                                          ==============

12.    TRANSLATION ADJUSTMENT:


Balance, Beginning of year                               $       8,500
Aggregate adjustment resulting from translation of
  financial statements into U.S. Dollars
  and gains and losses on certain hedge
  transactions and intercompany balances                       (11,800)
Realized loss on foreign currency translation                    3,300
                                                         --------------
                                                         $           0
                                                         ==============

13. 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, 1999:

                                                   CARRYING            FAIR
                                                    AMOUNT             VALUE
                                                 -----------        -----------
      Financial assets:
        Note receivable-related party            $    46,200        $   46,200
        Property and equipment                        67,400            67,400
        Other assets                                  95,300            95,300
        Long-term investments                        586,100           586,100
      Financial liabilities:
        Note payable, related parties                 39,700            39,700
        Note payable                                  66,000            66,000


      The carrying  amounts of cash,  prepaid  expenses,  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.



                                       11

<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

14.  YEAR 2000 COMPLIANCE:

       Historically.  certain  computerized  systems have had two digits  rather
         than four digits to define the applicable  year,  which could result in
         recognizing  a date  using "00" as the year 1900  rather  than the year
         2000.  This could result in major  failures or  miscalculations  and is
         generally referred to as the "Year 2000 issue."

       The Company has reviewed,  and continues to review,  possible  effects of
         this issue on its financial and operating  systems.  Review of external
         dependencies   has  revealed  that  the  Company  will  be  exposed  to
         disruption  if  there  is  widespread  and  prolonged  interruption  of
         electricity, water, and telecommunications services.

       The total  cost  to the  Company  of  these  Year  2000  problem  related
         activities is not anticipated to be material. The costs the Company may
         incur to  solve  the  Year  2000  problem  are  based  on  management's
         estimates. However, there can be no assurance that these estimates will
         be achieved and the costs of solving the Year 2000 problem could differ
         significantly from management's estimates.


                                       12

<PAGE>



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

a)   Plan of Operation

     The Company's plan of operation through September, 2000 includes completing
the  drilling and  trenching  programs at the S & S Joint  Venture's  Owl Canyon
properties,  in  which  it  owns  a  50%  interest,  determining  whether  those
properties contain precious metals, and if so, determining  whether the property
contains a sufficient amount of precious metal which can be mined at a profit so
as to  constitute  "reserves"  and,  if so,  the amount of those  reserves.  The
Company  anticipates  that the drilling and trenching  program will be completed
before  mid-December  1999. If that program yields  results which  indicates the
presence of precious metals,  the Company will then determine  whether or not to
continue with that program by itself or seek third party participation. Reserves
are that part of a mineral  deposit  which  could be  economically  and  legally
extracted or produced at the time of the reserve determination.  If the property
contains "reserves" in an amount sufficient to justify development,  the Company
intends to attempt to joint  venture or sell an  interest  in the  property to a
larger  mining  company,  on the condition  that the larger mining  company will
develop the property.

     Following  completion  of the  drilling and  trenching  programs at the Owl
Canyon  properties,  the  Company  intends to conduct a drilling  program on its
Cerbat properties,  which it leases with an option to purchase, to determine the
nature and extent of mineralization existing on the property.  Since the Company
has not performed any drilling operations on that property,  it is as yet unable
to state the nature and extent or cost of the drilling it will  undertake.  This
drilling program is expected to begin in the early part of 2000,  depending upon
the results of the drilling and trenching program on this Owl Canyon property.

     The Company also intends to concentrate  various placer material  available
to it using its  "concentrator."  The Company has conducted a significant number
of "in-house" assays on various placer materials available to it and, based upon
those assays,  believes that the placer material  contains precious metals which
the Company believes may exist in sufficient  amounts to be mined  commercially.
If the testing  continues to be  promising,  the Company may seek to claim other
placer  properties.  However,  since  its  concentrating  activities  have  only
recently been initiated, there is no assurance that precious metals exist in the
placer material in commercial quantities,  or that the Company can produce it at
a profit.

     In addition, the Company intends to continue its current program of testing
Volcanic Cinders from its property at Pisgah,  California,  to determine whether
they  contain any  precious  metals.  It is working  with third  parties who are
currently performing tests on that material.

     The Company  has  discontinued  utilizing  the Tyro Mill for  testing.  All
assays are performed by independent assayers.

     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 12 months ending July 2000.



                                       13

<PAGE>



(b)  LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

     The  Company's  working  capital  increased to $190,500 as of September 30,
1999, as a result of the sale of 651,500  restricted  shares of its common stock
for  proceeds of  $325,750  in that  quarter.  Working  capital was  $117,900 at
December 31, 1998.

     The  Company  had no  operating  income  or  cash  flow  from  its  mineral
operations  for the nine months ended  September 30, 1998 and had only $3,700 in
income from its mineral  operations  during the nine months ended  September 30,
1999. The Company  sustained a loss from  continuing  operations of $484,300 for
the nine  month  period  ended  September  30,  1999,  compared  to a loss  from
continuing  operations of $154,900 for the nine month period ended September 30,
1998.  The increase in loss was  accounted for by a bad debt expense of $152,100
resulting  from the sale of  Scotmar  Industries,  Inc.,  a  subsidiary,  and an
increase  of mine  exploration  expense  from  $20,200 to  $133,100.  Consulting
expenses  increased  from $79,800 to $89,200 and  accounting  and legal expenses
increased from $15,000 to $31,900 during that period.

     For the three month period ended  September 30, 1999,  the  Company's  loss
from  continuing  operations  increased  from $84,100 for the three months ended
September 30, 1998 to $150,400. That increase was principally due to an increase
in the mine  exploration  expense to $68,500 which was largely the result of the
Company's  trenching  and  blasting  program at its Owl Canyon  property and the
testing of  materials,  an  increase  of  approximately  $18,000 in  expenses in
testing volcanic  cinders from its property at Pisgah  California and consulting
fees of $21,800. The Company anticipates that the trenching and blasting program
will be  completed  within  a  matter  of  weeks  and,  as a  result,  its  mine
exploration  expenditures  should be  significantly  reduced.  In addition,  the
Company has  eliminated  utilizing  the Tyro Mill facility for testing and, as a
result,  the expenses  associated  with  testing will be reduced  significantly.
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.

     The Company has no material commitments for capital expenditures other than
expenditures  it chooses  to make with  respect to  exploration  of its  mineral
properties.

     The  Company   believes  it  has  sufficient  funds  to  satisfy  its  cash
requirements  through  August 2000.  Should it be  necessary  for the Company to
obtain  additional  funds, the Company may attempt to sell an interest in one or
more of its  properties  or borrow  funds  from  outside  sources.  The  Company
believes that it may be possible for it to borrow  additional  funds,  using its
Volcanic  Cinders  property as collateral,  but there are no loan  facilities in
place to date.

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                           Part II - Other Information

Item 2.

(c)  Changes in Securities

     During the three  months  ended  September  30,  1999,  the Company sold an
aggregate  of 651,500  shares of its common  stock in Canada to its citizens and
residents of Canada for  proceeds of  $325,750.  The stock was sold at $0.50 per
share,  which  reflects a discount  from market  prices at the time,  due to the
restricted  status of the shares sold (see below).  All  purchasers are citizens
and  residents  of Canada and the offers and sales were made in Canada.  All the
purchasers were relatives,  friends,  and/or business associates of officers and
directors of the Company. No underwriter was involved in these transactions.

     For those sales, the Company relied on the exemption from 1933 Act provided
by Regulation S promulgated  pursuant to the 1933 Act. All shares are subject to
the investment  restrictions of Rule 144 and the provisions of Regulation S. The
certificates are legended and appropriate  instructions  have been issued to the
Company's  transfer  agent.  Theses  shares may be resold  only  pursuant  to an
effective  registration statement under the 1933 Act or pursuant to an exemption
from registration.

                                   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 8, 1999                       /s/   Ronald D. Sloan
       ----------------------------          -----------------------------------
                                             RONALD D. SLOAN, President




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