13

                                   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 March 31, 2003

     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 May 12, 2003
-----------------------------------         ------------------------------------
   Common Stock, Par Value $.001.                       11,916,357

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


<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

            Condensed Balance Sheet (unaudited)                                4

            Condensed Statements of Operations (unaudited)                     5

            Condensed Statements of Stockholders' Deficit (unaudited)          6

            Condensed Statements of Cash Flows (unaudited)                     7

            Notes to Condensed Financial Statements (unaudited)             8-10

ITEM 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations                  11-12

ITEM 3.     Controls and Procedures                                           12

PART II.    OTHER INFORMATION

ITEM 2.     Changes in Securities                                             13

ITEM 3.     Defaults Upon Senior Securities                                   13

ITEM 6.     Exhibits and Reports on Form 8-K                                  13

            Signatures                                                        14

            Certifications                                                 15-16



                                       3

<PAGE>


PART 1

ITEM 1 FINANCIAL STATEMENTS
                             CAN-CAL RESOURCES LTD.
                             CONDENSED BALANCE SHEET
                                     ASSETS

<TABLE>
<CAPTION>
                                                                          March 31, 2003
                                                                          --------------
                                                                           (UNAUDITED)
Current assets
<S>                                                                       <C>
    Cash                                                                  $      10,200
    Accounts receivable                                                           2,400
    Prepaid expenses                                                              5,800
                                                                           ------------
      Total current assets                                                       18,400

Fixed assets, net                                                                32,500

Other assets, net                                                                10,100
                                                                           ------------

Total assets                                                              $      61,000
                                                                          =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
    Accounts payable and accrued liabilities                              $     224,600
    Due to stockholder                                                           17,500
    Notes payable-related parties - current portion                             210,700
      Total current liabilities                                                 452,800

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

Total liabilities                                                               872,800

Commitments and contingencies                                                      --

Stockholders' deficit
    Preferred stock; $0.001 par value; 10,000,000 shares
      authorized, no shares issued an outstanding                                  --
    Common stock; $0.001 par value; 15,000,000 shares
      authorized, 11,763,857 shares issued and outstanding                       11,800
    Additional paid-in capital                                                4,020,500
    Unamortized loan fees from stock issued and warrants
      granted in relation to convertible note payable-related party             (18,200)
    Accumulated deficit                                                      (4,825,900)
                                                                           ------------
      Total stockholders' deficit                                              (811,800)
                                                                           ------------

Total liabilities and stockholders' deficit                               $      61,000
                                                                          =============
</TABLE>

                 See Accompanying Notes to Financial Statements
                                        4

<PAGE>





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


<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                 ------------------------------
                                                      2003             2002
                                                 ------------      ------------

<S>                                              <C>               <C>
Material sales                                   $      6,200      $       --

Cost of sales                                           1,600              --
                                                 ------------      ------------

    Gross profit                                        4,600              --

General and administrative expenses                   122,500           112,000
                                                 ------------      ------------

Loss from operations                                 (117,900)         (112,000)

Other income (expense)
    Rental revenue                                      5,600             5,600
    Interest income                                      --               1,000
    Interest expense                                  (32,400)          (77,200)
                                                 ------------      ------------

Loss before provision for income taxes               (144,700)         (182,600)

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

Net loss                                         $   (144,700)     $   (182,600)
                                                 ============      ============

Basic and diluted loss per common share          $      (0.01)     $      (0.02)
                                                 ============      ============

Basic and diluted weighted average
    common shares outstanding                      11,691,445        10,436,225
                                                 ============      ============
</TABLE>
















                 See Accompanying Notes to Financial Statements
                                        5

<PAGE>






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

<TABLE>
<CAPTION>



                                                                                       Unamortized
                                                  Common Stock                      loan fees related
                                             ---------------------    Additional     to convertible                       Total
                                              Number of                 Paid-in       note payable-     Accumulated    Stockholders'
                                               Shares       Amount      Capital       related party      Deficit          Deficit
                                             ----------   --------   -----------    -----------------   -----------    -------------

<S>                                          <C>          <C>        <C>                <C>            <C>             <C>
Balance, December 31, 2002                   11,683,987   $ 11,700   $ 3,961,100        $ (22,000)     $ (4,681,200)   $ (730,400)

Common shares issued for cash                    54,910        100        10,900               --               --        11,000

Common shares issued for services                24,960         --         5,000               --               --         5,000

Current period amortization of loan fees             --         --            --            3,800               --         3,800

Options granted for services                         --         --        33,900               --               --        33,900

Deemed interest expense related to
  conversion feature of note
  payable-related party                              --         --         9,600               --               --         9,600

 Net loss                                            --         --            --               --          (144,700)     (144,700)
                                             ----------   --------   -----------        ---------      ------------    ----------

                                             11,763,857   $ 11,800   $ 4,020,500        $ (18,200)     $ (4,825,900)   $ (811,800)
                                             ==========   ========   ===========        =========      ============    ==========
</TABLE>


















































                 See Accompanying Notes to Financial Statements
                                        6


<PAGE>





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


<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                  ----------------------------
                                                                      2003            2002
                                                                  -----------      -----------
Cash flows from operating activities:
<S>                                                               <C>              <C>
    Net loss                                                      $ (144,700)      $ (182,600)
    Adjustments to reconcile net loss to net
     cash used by operating activities:
      Stock based compensation                                        38,900             --
      Depreciation and amortization                                   10,400            4,500
      Stock issued for interest                                         --             71,800
      Deemed interest expense                                          9,600             --
    Changes in operating assets and liabilities:
      Change in accounts receivable                                   (2,400)            --
      Change in notes receivable-related parties                        --             (1,000)
      Change in prepaid expenses                                       5,000            4,200
      Change in accounts payable and accrued expenses                 44,300           19,000
      Change in due to shareholder                                      (500)          (2,100)
                                                                  ----------       ----------
         Net cash used by operating activities                       (39,400)         (86,200)

Cash flows from investing activities:
    Purchase of fixed assets                                          (1,100)            --
                                                                  ----------       ----------
         Net cash used by investing activities                        (1,100)            --

Cash flows from financing activities:
    Proceeds from issuance of common stock                            11,000           50,400
    Proceeds from borrowing on notes payable-related parties          28,900           49,100
    Principal payments on notes payable-related parties               (2,500)         (12,700)
                                                                  ----------       ----------
         Net cash provided by financing activities                    37,400           86,800
                                                                  ----------       ----------

Net increase (decrease) in cash                                       (3,100)             600

Cash, beginning of period                                             13,300           14,800
                                                                  ----------       ----------

Cash, end of period                                               $   10,200       $   15,400
                                                                  ==========       ==========


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

</TABLE>










                 See Accompanying Notes to Financial Statements
                                        7




<PAGE>

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

1.   BASIS OF PRESENTATION
     ---------------------

     The accompanying unaudited financial statements have been prepared in
     accordance with Securities and Exchange Commission requirements for interim
     financial statements. Therefore, they do not include all of the information
     and footnotes required by accounting principles generally accepted in the
     United States for complete financial statements. The financial statements
     should be read in conjunction with the Form 10-KSB for the year ended
     December 31, 2002 of Can-Cal Resources Ltd. ("the Company").

     The interim financial statements present the condensed balance sheet,
     statements of operations, stockholders' deficit 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 March 31, 2003 and the results of operations and cash flows
     presented herein have been included in the financial statements. Interim
     results are not necessarily indicative of results of operations for the
     full year.

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities at the
     date of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Reclassification - Certain prior year balances have been reclassified to
     conform to the current year presentation, which have no effect on net
     income.

3.   NOTES PAYABLE-RELATED PARTIES
     -----------------------------

     Notes payable consisted of the following as of March 31, 2003:
<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 and second 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 March 2004                                          61,800

         Note payable to a stockholder, secured by real property,
         bearing interest at 8.0% per annum, maturing February 2004                      26,800

         Note payable to a stockholder, secured by real property,
         bearing interest at 6% per annum, maturing July 2003                            25,000

         Note payable to an entity owned by a stockholder, unsecured,
         bearing interest at 5% per annum, maturing July 2003                            18,100

         Note payable to an entity owned by a stockholder, unsecured,
         bearing interest at 5% per annum, maturing July 2003                            17,900
</TABLE>


                                       8

<PAGE>


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


4.   NOTES PAYABLE-RELATED PARTIES (continued)
     -----------------------------

<TABLE>
<S>                                                                                 <C>
         Note payable to a stockholder, secured by real property,
         bearing interest at 8.0% per annum, due on demand                               16,000

         Note payable to an stockholder, secured by real property,
         bearing interest at 8.0% per annum, maturing May 2003                           13,800

         Note payable to a stockholder, unsecured, bearing interest
         at 7.5% per annum, maturing July 2003                                            6,800

         Note payable to a stockholder, unsecured, bearing interest
         at 7.5% per annum, maturing May 2004                                             5,400

         Note payable to a stockholder, unsecured, bearing interest
         at 7.5% per annum, maturing March 2004                                           5,400

         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 March 2004                                           2,500

         Note payable to a stockholder, unsecured, bearing interest
         at 7.5% per annum, maturing February 2004                                        2,200

         Note payable to a stockholder, unsecured, bearing interest
         at 7.5% per annum, maturing March 2004                                           1,000
                                                                                    -----------

                                                                                        510,700
         Less: amounts due within one year                                              210,700
                                                                                    -----------

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


5.   CONVERTIBLE NOTE PAYABLE-RELATED PARTY
     --------------------------------------

     As of March 31, 2003, convertible note payable-related party totaling
     $120,000 consisted of an unsecured loan agreement with a stockholder. Upon
     closing, the Company paid $7,900 (net of amortized expense of $5,300) in
     loan fees and other expenses which were capitalized and reflected as part
     of other assets totaling $10,100 and will be expensed over the life of the
     loan using the straight-line method. 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 trading days prior to closing, or b) 80% of average of the three
     lowest prices in fifteen closing bid prices prior to conversion. For the
     three months ended March 31, 2003, the Company recorded $1,700 in
     amortization expense.


                                       9

<PAGE>


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


5.   CONVERTIBLE NOTE PAYABLE-RELATED PARTY (continued)
     --------------------------------------

     Due to the conversion feature of the debt and the Company's historical
     range of common stock prices, the Company recorded significant amounts of
     deemed interest totaling $9,600.

     In relation to the loan, the Company granted 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 $3,800 was
     expensed during the three months ended March 31, 2003.

6.   CONSULTING AGREEMENT
     --------------------

     In March 2003, the Company engaged Anthony F. Ciali as a management
     consultant of the Company. Under the agreement, Mr. Ciali is to provide
     consulting services, initially, in the capacity of President of the
     Company. Compensation is payable at a monthly rate of $7,500 and shall be
     reviewed by the Board of Directors in January 2004, with any adjustment not
     to be less than the rate of inflation during the previous twelve-month
     period, as measured by the U.S. Consumer Price Index. Further, the Company
     granted Mr. Ciali an option to purchase 300,000 shares of the Company's
     common stock with an exercise price equal to the average closing price of
     the Company's common stock, as quoted on the OTC BB, for the five trading
     days prior to the Effective Date or $0.142. The option is fully vested upon
     grant and has a three year term and is valued at $33,900 using the Black
     Scholes Model. The agreement is continuous until either party terminates
     such services.

7.   GOING CONCERN
     -------------

     The Company incurred a net loss of approximately $144,700 for the three
     months ended March 31, 2003. The Company's current liabilities exceed its
     current assets by approximately $434,400 as of March 31, 2003. 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 April 2003, the Company issued 152,500 shares of the Company's
     common stock for $30,500 in cash.

     During April 2003, the Company appointed Anthony F. Ciali as Chief
     Executive Officer and to the Board of Directors of the Company.

     During April 2003, the Company engaged Mr. Luis A. Vega as Senior
     Consulting Geologist of the Company. Under the agreement, the Company
     agreed to pay Mr. Vega $500 per day of service, with a minimum commitment
     of five days per month, and granted Mr. Vega an option to purchase 100,000
     shares of the Company's common stock with an exercise price of $0.22 per
     share. The option is fully vested in April 2004 and was valued at $21,460
     using the Black Scholes model and will be forfeited if the agreement is
     terminated prior to April 2004. The agreement may be terminated by either
     party.


                                       10

<PAGE>




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

(A)  PLAN OF OPERATIONS.

     The company intends to focus on the potential for developing industrial
sales for the volcanic materials located on the Pisgah property, as a follow up
to the limited industrial sales attained in 2002 and for the three-month period
ended 2003. If a sufficient industrial sales market exists for Pisgah's volcanic
cinders, the company may consider a joint venture arrangement with an
established aggregates-related company in order to maximize the potential
profits for said sales. There is no assurance that such a market exists or that
the company would be successful in entering into a joint venture with an
aggregates-related company, or if the company would determine that negotiated
details of such a potential arrangement would be in its best interest.

     We will continue with limited sampling and testing of Pisgah's volcanic
cinder materials to determine whether a leaching process can be developed or
acquired to economically extract the precious metals contained in these
materials. If successful, and subject to available funding, we would install a
small pilot plan at Pisgah to process small batches of material for testing
purposes, as a prelude to any consideration of potentially installing a
full-scale production plant at Pisgah, which would, among other factors, be
dependent on an independent reserve report and feasibility study and the
availability of adequate funding on acceptable terms. There is no assurance that
precious metals exist in the volcanic cinders in commercial quantities or, if
they do, that they can be economically extracted form the Pisgah property.

     Subject to available funding, and suitable mineral properties of interest,
we intend to assess opportunities for acquiring additional mineral properties
both in North and South America.

     The company presently has one full-time employee, one full-time management
consultant and one part-time geological consultant and will continue to rely on
outside consultants and agents, in the near-term, to perform various
administrative, legal and technical functions, as required.

(B)  LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

     As of March 31, 2003, the Company had a working capital deficit of $434,400
and approximately $10,200 cash was available to sustain operations, which would
cover one-month's operations maximum. The working capital deficit as of December
31, 2002 was $358,500 and approximately $13,300 cash was available. Before the
sale of any stock to Dutchess Fund and DRH, 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 the outcome of the discussions with other
companies cannot be predicted

     The Company had sales of $6,200, and a gross profit of $4,600, from the
sale of cinder materials during the three months ended March 31, 2003. There
were no sales of cinder materials for the same period in 2002. The Company
sustained a loss from operations of $144,700 for the three month period ended
March 31, 2003, compared to a loss of $182,600 for the three period ended March
31, 2002. The decreased loss was principally due to a $44,800 decrease in
interest expense, offset by an increase of $10,500 in General and Administrative
Expenses. The reduction in interest expense was principally attributable to the
issuance of common stock to First Colony Merchant, during the three months ended
March 31, 2002, in satisfaction of accrued interest of $48,000. The Company
recorded $71,800 of interest expense to reflect the issuance of such shares at
fair value.

                                       11

<PAGE>


     Costs and expenses increased approximately $10,500 to $122,500 (compared to
$112,000 in 2002). The changes in costs and expenses, stated as changes for the
period ended March 31, 2003 compared to the same period for 2002, were
principally due to

     o    Consulting increased by $15,900, principally due to a non-cash charge
          of $33,900, representing the value of the stock options granted to Mr.
          Ciali when he was appointed President of the Company in March 2003,
          offset by an overall reduction in consulting fees.

     o    Depreciation and amortization charges increased by $5,800 due to the
          amortization of loan fees on the Dutchess $120,000 convertible
          debenture.

     o    Property and payroll taxes increased by $2,000 due to an accrual of
          property taxes.

     o    Professional fees decreased by $6,500 principally due to lower legal
          fees being incurred.

     o    Insurance expense decreased by $6,800 because the Company's D&O
          insurance policy has not yet been renewed, as more reasonably priced
          bids for this coverage are being sought.

     Net cash used by operating activities amounted to approximately $39,400 for
the three month period ended March 31, 2002, compared with approximately $86,200
for the same period in 2002, reflecting managements efforts to reduce overall
expenditures until adequate financing is available to the Company.

     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. If the Company locates and delineates
reserves, the Company may capitalize certain of those expenses.

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

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.



                                       12

<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 March 31, 2003, we sold 54,910 (39,910 to
a Canadian resident and 15,000 to a resident of the United States) restricted
common shares for a total of $10,980, and issued warrants to purchase 109,820
restricted common shares, exercisable at $0.20 per share. We also issued 24,960
restricted common shares for services for a total value of $5,000. These
securities were issued in private transactions, with respect to the Canadian
resident in reliance on the exemption from registration with the SEC provided by
Regulation S, and with respect to the U.S. citizen in reliance of Section 4.2 of
the 1933 Act. No commissions were paid in connection with these transactions.

     In connection with the signing of a management consulting agreement with
Anthony F. Ciali in March 2003, we issued to Mr. Ciali options to purchase
300,000 restricted shares of common stock. See Note (B) to the financial
statements in this report. Mr. Ciali now is Chief Executive Officer and
President of the Company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The Company is in default of its first and second semi-annual interest
payment of $24,000 (a total of $48,000) on a note payable of $300,000, but is
currently negotiating forbearance on collection of the interest.

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                       17-18

         (b)   Reports on Form 8-K. On March 26, 2003, the Company filed a Form
               8-K reporting the appointment of Anthony F. Ciali as president.





                                       13

<PAGE>


                                   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: May 14, 2003                           By:    /s/  Anthony F. Ciali
                                                  ------------------------------
                                                  ANTHONY F. CIALI,
                                                  Chief Executive Officer
                                                  and President


<PAGE>



                                  CERTIFICATION

     I, Anthony F. Ciali, 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.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us 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 our
          evaluation as of the Evaluation Date;

5.   We have disclosed, based on our 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.   We 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 14th day of May, 2003.


                                              /s/  Anthony F. Ciali
                                            ------------------------------------
                                            Anthony F. Ciali
                                            Chief Executive Officer

                                       15

<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.   The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us 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 our
          evaluation as of the Evaluation Date;

5.   We have disclosed, based on our 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.   We 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 14th day of May, 2003.


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




                                       16
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