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, 2000.

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

         Commission File No. 0-26669

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

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

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

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

        1505 Blackcombe St., Bldg. 2, Unit #203, Las Vegas, Nevada 89128
--------------------------------------------------------------------------------
              (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 March 31, 2000
---------------------------------------     ------------------------------------
 Common Stock, Par Value $.001.                        8,753,782

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


                                        1


<PAGE>



                             CAN-CAL RESOURCES, LTD.

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                    CONTENTS

                                                                            PAGE

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

         Independent accountants' report                                      4

         FINANCIAL STATEMENTS:

             Interim balance sheets                                           5
             Interim statements of operations                                 6
             Interim statements of changes in stockholders' deficit           7
             Interim statements of cash flows                                 8
             Notes to interim financial statements                         9-11

         SUPPLEMENTARY SCHEDULE:

             Supplemental Schedule I--
               Operating, general and administrative expenses                12


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS       13-14

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES                                               15

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    15

         Signatures                                                          15


                                        2


<PAGE>



                         PART I - FINANCIAL INFORMATION

         In  the  opinion  of  the  management  of the  Company,  the  following
condensed financial information as of March 31, 2000 and 1999, and for the three
month 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,  1999,  has been taken from the  Company's  audited  financial
statements included in its Form 10-KSB.

                                        3


<PAGE>








                         INDEPENDENT ACCOUNTANTS' REPORT

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

We have reviewed the accompanying  condensed balance sheet of Can-Cal Resources,
Ltd., as of March 31, 2000,  and the condensed  statements of operations for the
three months ended March 31, 2000 and 1999,  the  condensed  statements  of cash
flows for the three  months  ended  March 31, 2000 and 1999,  and the  condensed
statement  of changes in  stockholders'  equity for the three months ended March
31, 2000.  These financial  statements are the  responsibility  of the company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

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

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

MURPHY, BENNINGTON & CO.

/s/ Murphy, Bennington & Co.


Las Vegas, NV
May 10, 2000

                                        4


<PAGE>



CAN-CAL RESOURCES, LTD.

BALANCE SHEETS

MARCH 31, 2000

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

                                                                            MARCH 31,         DECEMBER 31,
                                                                              2000                1999
                                                                          ---------------    --------------
                                                                           (UNAUDITED)

ASSETS

CURRENT ASSETS:
<S>                                                                       <C>                <C>
     Cash                                                                 $     353,700      $      51,800
     Accounts receivable                                                              -                  -
     Notes receivable, related parties (note 2)                                  45,500             44,700
     Prepaid expenses                                                             3,200              1,200
     Note receivable                                                             53,000             48,000
                                                                          -------------     --------------
         Total current assets                                                   455,400            145,700

PROPERTY AND EQUIPMENT, NET (NOTE 3)                                             55,500             61,400

OTHER ASSETS (NOTE 4)                                                            98,200             95,300

LONG-TERM INVESTMENTS (NOTE 5)                                                  586,100            586,100
                                                                          -------------     --------------
                                                                          $  1,195,200      $      888,500
                                                                          =============     ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

     Accounts payable                                                            11,400     $        7,100
     Accrued expenses                                                            57,800             56,300
     Note payable - related party (note 6)                                       41,800             14,800
     Note payable, current portion (note 7)                                       4,300              6,800
                                                                          -------------     --------------
         Total current liabilities                                              115,300             85,000

NOTE PAYABLE, NET OF CURRENT PORTION (NOTE 7)                                    55,000             55,000

NOTES PAYABLE, RELATED PARTIES                                                        -                  -
                                                                          -------------     --------------
                                                                                170,300            140,000
                                                                          -------------     --------------
STOCKHOLDERS' DEFICIT:

     Common stock, $.001 par value; authorized, 15,000,000
         shares;  issued and outstanding, 8,753,782 shares                        8,800              8,200
     Preferred stock, $.001 par value; authorized, 10,000,000
         shares;  none issued or outstanding                                          -                  -
     Additional paid-in-capital                                               2,834,900          2,460,200
     Cumulative translation adjustment                                                -                  -
     Accumulated deficit                                                     (1,818,800)        (1,719,900)
                                                                          -------------     --------------
                                                                              1,024,900            748,500
                                                                          -------------     --------------
                                                                          $   1,195,200     $      888,500
                                                                          =============     ==============

</TABLE>

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


                                        5


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF OPERATIONS

THREE  MONTHS  ENDED  MARCH 31, 2000 AND 1999
(ROUNDED TO THE NEAREST  HUNDRED, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED
                                                                ----------------------------
                                                                   MARCH 31,      MARCH 31,
                                                                      2000          1999
                                                                -------------  -------------
                                                                  (UNAUDITED)   (UNAUDITED)

<S>                                                             <C>            <C>
SALES                                                           $           -  $         -

COST OF GOODS SOLD                                                          -            -
                                                                -------------  -------------
GROSS PROFIT                                                                -              -
OPERATING EXPENSES,
GENERAL AND ADMINISTRATIVE                                            103,400        255,000
                                                                -------------  -------------
LOSS FROM OPERATIONS                                                 (103,400)      (255,000)
OTHER INCOME (EXPENSES):

     Other income                                                       5,200              -
     Interest income                                                    1,000            300
     Interest expense                                                  (1,700)        (2,400)
                                                                -------------  -------------
INCOME(LOSS) FROM CONTINUING OPERATIONS                               (98,900)      (257,100)
                                                                -------------  -------------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS:
     Income (loss) from discontinued
         automobile salvage division                                        -        174,300
     Gain on disposal of automobile
         salvage division (net of taxes)                                    -              -
                                                                -------------  -------------
NET INCOME (LOSS)                                               $     (98,900) $    (82,800)
                                                                =============  =============

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

BASIC EPS

     Net loss from continuing operations                        $       (0.01) $       (0.01)
                                                                =============  =============
     Weighted average shares outstanding                            8,308,727      7,005,161
                                                                =============  =============

DILUTED EPS

     Net loss from continuing operations                              $(0.01)        $(0.01)
                                                                =============  =============
     Weighted average shares outstanding                            8,308,727      7,005,161
                                                                =============  =============
</TABLE>

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


                                        6


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

THREE MONTHS ENDED MARCH 31, 2000

(UNAUDITED)

(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>

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

<S>               <C> <C>                          <C>           <C>       <C>           <C>              <C>         <C>
BALANCE, DECEMBER 31, 1997                         6,447,652     $  6,400  $  1,676,400  $   (1,044,800)  $        -  $    638,000
   Issuance of common stock                          557,509          600       211,200               -            -       211,800
   Foreign currency translation adjustment                 -            -             -               -        8,500         8,500
   Net income (loss) for the year                          -            -             -        (353,000)           -      (353,000)
                                                 -----------     --------  ------------  ---------------  -----------  ------------
BALANCE, DECEMBER 31, 1998                         7,005,161        7,000     1,887,600      (1,397,800)       8,500       505,300
   Issuance of common stock                        1,248,621        1,200       572,600               -            -       573,800
   Foreign currency translation                            -            -             -               -      (11,800)      (11,800)
   Realized foreign currency translation loss              -            -             -               -        3,300         3,300
   Net income (loss) for the year                          -            -             -        (322,100)           -      (322,100)
                                                 -----------     --------  ------------  ---------------  -----------  ------------
BALANCE, DECEMBER 31, 1999                         8,253,782        8,200     2,460,200      (1,719,900)           -       748,500
   Issuance of common stock                          500,000          600       374,700               -            -       375,300
   Net income (loss) for the period                        -            -             -         (98,900)                   (98,900)
                                                 -----------     --------  ------------  ---------------  -----------  ------------
BALANCE, MARCH 31, 2000                            8,753,782     $  8,800  $  2,834,900  $   (1,818,800)  $        -   $ 1,024,900
                                                 ===========     ========  ============  ===============  ===========  ============
</TABLE>

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



                                        7


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2000 AND 1999

(ROUNDED TO THE NEAREST HUNDRED)

<TABLE>
<CAPTION>

                                                                               THREE MONTHS ENDED
                                                                     ---------------------------------------
                                                                         MARCH 31,             MARCH 31,
                                                                           2000                  1999
                                                                     -----------------     -----------------
                                                                        (UNAUDITED)           (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                  <C>                <C>
NET INCOME (LOSS)                                                    $      (98,900)    $      (82,800)
   Adjustments to reconcile net income to net cash
       provided by operating activities:
           Depreciation                                                       5,900              1,800
           Gain on foreign currency translation                                   -             (3,300)
           Bad debt expense                                                       -            150,000
           Undistributed earnings of affiliate                                    -           (174,300)
           Changes in operating assets and liabilities:
                (Increase) decrease in accounts receivable                        -            (34,700)
                (Increase) decrease in inventory                                  -             72,500
                (Increase) decrease in prepaid expenses                      (2,000)             5,900
                (Increase) decrease in other assets                          (2,800)            (2,100)
                Increase (decrease) in accounts payable and
                    other current liabilities                                 1,400            (14,300)
                                                                     --------------     --------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                            (96,400)           (81,300)
                                                                     --------------     --------------
CASH FLOW FROM INVESTING ACTIVITIES:

   Purchase of property and equipment                                             -            (50,700)
   Proceeds from sale of facility                                                 -             65,300
                                                                     --------------     --------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                         -             14,600
                                                                     --------------     --------------
CASH FLOW FROM FINANCING ACTIVITIES:

   Increase (decrease) in related party debt                                 29,200            (55,400)
   Principal payments on note payable                                             -             (7,100)
   Proceeds from issuance of common stock                                   375,000             70,400
   Increase in                                                               (5,900)                 -
   Proceeds from debt issuance                                                    -             35,300
                                                                     --------------     --------------
NET CASH USED BY FINANCING ACTIVITIES                                       398,300             43,200
                                                                     --------------     --------------

NET INCREASE (DECREASE) IN CASH                                             301,900            (23,500)
CASH AT BEGINNING OF PERIOD                                                  51,800             41,600
                                                                     --------------     --------------
CASH AT END OF PERIOD                                                $      353,700      $      18,100
                                                                     ==============     ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:

   Interest                                                          $           -      $           -
                                                                     ==============     ==============
   Income taxes                                                      $           -      $           -
                                                                     ==============     ==============
</TABLE>

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



                                        8


<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2000 AND 1999

1.     BASIS OF PRESENTATION OF FINANCIAL STATEMENTS:

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

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

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

2.     NOTES RECEIVABLE (RELATED PARTIES):

       Notes  receivable,  related  parties,  at March 31, 2000 consisted of the
       following:

<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 an individual, unsecured, interest imputed
           at 8%, due on demand                                                     12,000
       Accrued interest receivable                                                  11,400
                                                                                -----------
                                                                                    51,200

       Allowance for uncollectible accounts                                          5,700
                                                                                -----------
                                                                                $   45,500
                                                                                ===========

</TABLE>

                                        9


<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THREE MONTHS ENDED MARCH 31, 2000 AND 1999

3.     PROPERTY AND EQUIPMENT:

       Property and equipment at March 31, 2000 consisted of the following:

       Machinery and equipment                             $     81,700
       Office equipment and furniture                             4,000
                                                           -------------
                                                                 85,700

       Less accumulated depreciation                            (30,200)
                                                           -------------
                                                           $     55,500
                                                           =============

       Depreciation  expense for the three  months ended March  31,2000  totaled
       $5,900.

4.     OTHER ASSETS:

       Other assets at March 31, 2000 consisted of the following:

<TABLE>
<S>                                                                             <C>
   Note receivable from Tyro, Inc., and principals, a corporation, secured by
       equipment,  interest accrued at 6% per annum, due on demand              $    53,300
   Deposits                                                                           7,100
   Mining claims                                                                     37,800
                                                                                -----------
                                                                                $    98,200
                                                                                ===========

</TABLE>

5.     LONG-TERM INVESTMENTS:

       Long-term investments at March 31, 2000 consisted of the following:
<TABLE>

<S>                                                                             <C>
       Pisgah property                                                          $   567,100
       Investment in S&S Mining joint venture                                        19,000
                                                                                -----------
                                                                                $   586,100
                                                                                ===========
</TABLE>


6.     NOTE PAYABLE, RELATED PARTIES:

       Note  payable,  related  parties,  at March  31,  2000  consisted  of the
       following:
<TABLE>

<S>                                                                             <C>
       Note payable to shareholder; unsecured; interest                         $    41,800
       at prime plus 1.00% per annum, due on demand                             ===========


</TABLE>

                                       10


<PAGE>



CAN-CAL RESOURCES, LTD.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

THREE MONTHS ENDED MARCH 31, 2000 AND 1999

7.     NOTE PAYABLE:

       Note payable at March 31, 2000 consisted of the following:

<TABLE>
<S>                                                                             <C>
       Note payable to lender; secured by 1st deed of trust; interest           $    55,000
           at 8.00% per annum, matures July 31, 2001


       Note payable to lender; unsecured; interest                                     3,400
           at prime plus 1.00% per annum, matures September, 2000


       Note payable to lender; unsecured; interest
           at prime plus 1.00% per annum; matures October, 1999                          900
                                                                                ------------
                                                                                      59,300

       Less current portion                                                            4,300
                                                                                ------------
                                                                                $     55,000
                                                                                ============
</TABLE>

8.     STOCKHOLDERS' EQUITY:

       Common stock:

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

9.     FAIR VALUE OF FINANCIAL INSTRUMENTS:

       The following  table  presents the carrying  amounts and  estimated  fair
       value of the Company's financial instruments at March 31, 2000:

<TABLE>
<CAPTION>
                                                       CARRYING           FAIR
                                                        AMOUNT            VALUE
                                                     ------------      ------------
   Financial assets:
<S>                                                  <C>                <C>
       Note receivable-related party                 $     45,500       $    45,500
       Note receivable                                     53,000            53,000
       Property and equipment                              55,500            55,500
       Other assets                                        98,200            98,200
       Long-term investments                              586,100           586,100
   Financial liabilities:
       Note payable, related parties                       41,800            41,800
       Note payable                                        59,300            59,300
</TABLE>

       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  notes  payable  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.

SUPPLEMENTAL SCHEDULE I --

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

THREE MONTHS  ENDED MARCH 31, 2000 AND 1999

(UNAUDITED)

(ROUNDED TO THE NEAREST HUNDRED)



<TABLE>
<CAPTION>

                                                            THREE MONTHS      THREE MONTHS
                                                           ENDED MARCH 31,   ENDED MARCH 31,
                                                                 2000              1999
                                                           ---------------  ----------------
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES:

<S>                                                        <C>              <C>
   Bad debt expense                                        $           -    $       152,100
   Mine exploration                                                 30,100           46,700
   Consulting                                                        5,500           34,100
   Accounting and legal                                             17,200            4,200
   Travel and entertainment                                          8,200            3,600
   Miscellaneous                                                     2,400            3,300
   Depreciation and amortization                                     5,900            1,800
   Office rent                                                       9,200            2,000
   Office expense                                                    3,500            3,700
   Insurance                                                        15,700            1,500
   Telephone                                                         1,800              600
   Advertising and promotion                                           800                -
   Equipment rental                                                  2,600            1,100
   Utilities                                                           300              200
   Bank charges                                                        200              100
                                                           ---------------  ---------------
                                                           $      103,400   $       255,000
                                                           ===============  ===============

</TABLE>


                                       12


<PAGE>



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

A)       PLAN OF OPERATION

         The Company is continuing and expanding its current programs of testing
volcanic  cinders from its property at Pisgah,  California to determine  whether
they contain any precious  metals,  and if they do contain any precious  metals,
whether they can be profitably extracted.  The Company is continuing its testing
program  pursuant to its December 6, 1999  Agreement  with two  individuals  who
represented that they had developed  proprietary processes for the extraction of
precious  metals.  In addition,  the Company is engaged in testing programs with
other persons  utilizing  different  methods and  procedures  of precious  metal
extraction.  The  testing  programs  are  carried  out on behalf of the  Company
pursuant to a "care and  custody"  program by Bruce  Ballantyne,  the  Company's
independent  geologist  and  geochemist  consultant.  Under  this  program,  the
material being tested is selected by Mr. Ballantyne and is in his care, custody,
and control at all times. The material  obtained from the testing  procedures is
sent by Mr.  Ballantyne to a recognized  laboratory  for assaying.  In the event
that the  Company,  through its  current  testing  programs,  is  successful  at
identifying  and  extracting  precious  metals from its  volcanic  cinders,  the
Company  anticipates  that it  would  dedicate  the bulk of its  efforts  toward
additional  testing on the  volcanic  cinders  and,  if  warranted,  production.
However,  there  is no  assurance  that  precious  metals  exist  in  commercial
quantities  in the volcanic  cinders or, if they do, that they can be profitably
extracted  and  Can-Cal is  currently  testing in this  regard.  The  Company is
encouraged  by the  assay  results  to  date.  However,  those  results  must be
considered as preliminary and a significant amount of additional testing will be
required.

         The Company has completed the drilling and trenching  programs at the S
& S Joint Venture's Owl Canyon property in which it owns a 50 percent  interest.
The  Company  has  received a report  from its  consulting  geologist,  S. Bruce
Ballantyne.  The Company has initiated discussions with several mining companies
to  determine  whether it is able to enter into an  agreement  in which  another
mining company would fund the costs of the recommended  drilling  program on the
Papa Hill prospect (with an estimated cost of approximately $70,000) in exchange
for an interest in the Owl Canyon  property or such similar  agreement.  No such
agreement  has been  reached  to date and  there is no  assurance  that any such
agreement  will be  reached.  In the event such an  agreement  can be reached on
terms acceptable to the Company,  it is likely that the Company would enter into
such  agreement.  In the event that the  Company is unable to enter into such an
agreement with another mining company,  the Company would then determine whether
or not to pursue the proposed  drilling program on its own or to seek to sell an
interest in the property.

         Work on the Cerbat and Erosion  properties has been delayed as a result
of the expanded  testing  programs on the Pisgah  property.  Depending  upon the
success of the  results of the testing of its  volcanic  cinders and its efforts
with respect to obtaining another company to participate in its Owl Canyon Joint
Venture,  the Company may conduct a drilling  program on its Cerbat  properties,
which it leases  with an option to  purchase.  The  purpose  of such a  drilling
program would be 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.

         Subject to the results of the testing on its  volcanic  cinders and the
determination of a course of action on the 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

                                       13


<PAGE>



of "in-house" assays on various placer materials available to it and, based upon
those assays,  believes that the placer material  contains  precious metals that
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.

         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 work for the Company, during the 12 months
ending March 2001.

(B)      LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

         The  Company's  working  capital  increased to $340,100 as of March 31,
2000, as a result of the sale of 500,000  restricted  shares of its common stock
for  proceeds  of  $375,000  in that  quarter.  Working  capital  was $65,700 at
December 31, 1999.

         The  Company  had no  operating  income or cash  flow from its  mineral
operations  for the three  months ended March 31, 2000 or the three months ended
March 31, 1999. The Company  sustained a loss from operations of $98,900 for the
three  month  period  ended  March 31,  2000,  compared to $82,800 for the three
period ended March 31, 1999. However,  the loss for the three months ended March
31,  1999  included  losses  and  income  from  Scotmar  Industries,  Inc.,  the
discontinued automobile salvage subsidiary.

         During the three month period ended March 31, 2000,  the accounting and
legal expenses increased to $17,200 from $4,200 for the three month period ended
March 31, 1999.  The increase was due to the costs of being a reporting  company
and legal fees in connection with the collection process of the judgment entered
against the principals of Tyro, Inc.  Consulting  costs decreased to $5,500 from
$34,100.  Travel  and  entertainment  costs  increased  to $8,200  from  $3,600.
Insurance  costs  increased  from  $1,500 to $15,700  as a result of  additional
insurance  coverage  obtained by the Company.  Mine exploration  costs decreased
from  $46,700 to  $30,100  as a result of the  completion  of the  drilling  and
trenching  programs at the S&S Joint Venture's Owl Canyon  property.  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 testing and/or  exploration
of its mineral properties.

         The  Company  believes  it has  sufficient  funds to  satisfy  its cash
requirements  through March 31, 2001.  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.  CHANGES IN SECURITIES

         During the three  months  ended March 31,  2000,  the  Company  sold an
aggregate of 500,000  shares of its common  stock for proceeds of $375,000.  The
stock was sold at $0.75 per share,  which reflects a discount from market prices
at the time, due to the restricted status of the shares sold (see below).  Three
of the purchasers are directors of the Company and are citizens and residents of
Canada.  One  purchaser is an offshore  trust.  One purchaser is a member of the
Schwarz  family (who works for the Company on a full time basis),  which is a 50
percent owner of the Company's Owl Canyon property.  No underwriter was involved
in these transactions.

         For those sales to the three  directors  and the  offshore  trust,  the
Company  relied on the  exemption  from the 1933 Act  provided by  Regulation  S
promulgated  pursuant to the 1933 Act and Section  4(2) of the 1933 Act. For the
sale to the member of the Schwarz  family,  the Company  relied on the exemption
provided by Section 4(2) of the  Securities  Act of 1933. All shares are subject
to the investment  restrictions  of Rule 144 and/or 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.

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

         (a)    Exhibits.

                Exhibit No.    Description                             Page No.
                -----------    -----------------------------------     --------
                11.            Computation of Earnings Per Share           16
                27.            Financial Data Schedule                     17

         (b)    Reports on Form 8-K.  There were no reports filed by the Company
on Form 8-K during the quarter ended March 31, 2000.



                                   SIGNATURES

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

                                              CAN-CAL RESOURCES, LTD.
                                              (Registrant)

Date:    May 12, 2000                             /s/   Ronald D. Sloan
       --------------------                   ----------------------------------
                                              RONALD D. SLOAN, President


                                       15


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