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
          June 30, 2000.

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

          Commission File No. 0-26669

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

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

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

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

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

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

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

                                                              Yes_____  No_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

          Class                               Outstanding on June 30, 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 JUNE 30, 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                         9-12

         SUPPLEMENTARY SCHEDULE:

             Supplemental Schedule I--
               Operating, general and administrative expenses                13


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS       14-16

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES                                               16

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                    17

         Signatures                                                          17


                                        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 June 30, 2000,  and the condensed  statements of operations  for the
three and six months ended June 30, 2000 and 1999,  the condensed  statements of
cash flows for the six months  ended June 30, 2000 and 1999,  and the  condensed
statement of changes in  stockholders'  equity for the six months ended June 30,
2000.  These  financial  statements  are  the  responsibility  of the  company's
management.

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

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

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

MURPHY, BENNINGTON & CO.

/s/ Murphy, Bennington & Co.


Las Vegas, NV
August 7, 2000

                                        4


<PAGE>



CAN-CAL RESOURCES, LTD.

BALANCE SHEETS

JUNE 30, 2000
(ROUNDED TO THE NEAREST HUNDRED, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                         JUNE 30         DECEMBER 31
                                                                          2000               1999
                                                                     ---------------  ----------------
                                                                       (UNAUDITED)          (NOTE)
ASSETS

CURRENT ASSETS:
<S>                                                                  <C>              <C>
       Cash                                                          $     274,200    $       51,800
       Accounts receivable                                                       -
       Notes receivable, related parties                                         -            44,700
       Prepaid expenses                                                      3,200             1,200
       Note receivable                                                      53,000            48,000
                                                                     -------------    --------------
         Total current assets                                              330,400           145,700

PROPERTY AND EQUIPMENT, NET (NOTE 4)                                        75,100            61,400

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

NOTES RECEIVABLE, RELATED PARTY (NOTE 6)                                    46,400                 -

LONG-TERM INVESTMENTS (NOTE 7)                                             586,100           586,100
                                                                     -------------    --------------
                                                                     $   1,145,200    $      888,500
                                                                     =============    ==============
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
<S>                                                                  <C>              <C>
       Accounts payable                                              $       8,400    $        7,100
       Accrued expenses                                                     83,100            56,300
       Note payable, related party (note 8)                                122,500            14,800
       Note payable, current portion (note 9)                                2,500             6,800
                                                                     -------------    --------------
         Total current liabilities                                         216,500            85,000

NOTE PAYABLE, NET OF CURRENT PORTION                                        32,500            55,000
                                                                     -------------    --------------
                                                                           249,000           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
       Accumulated deficit                                              (1,947,500)       (1,719,900)
                                                                     -------------    --------------
                                                                           896,200           748,500
                                                                     -------------    --------------
                                                                     $   1,145,200    $      888,500
                                                                     =============    ==============
<FN>

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


                 See accompanying notes and accountant's report.

                                       5


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF OPERATIONS

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

                                                          THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                   ---------------------------------  ---------------------------------
                                                      JUNE 30,          JUNE 30,         JUNE 30,          JUNE 30,
                                                        2000              1999             2000              1999
                                                   ---------------   ---------------  ---------------   ---------------
                                                     (UNAUDITED)       (UNAUDITED)      (UNAUDITED)       (UNAUDITED)
<S>                                                <C>               <C>              <C>               <C>
SALES                                              $             -   $        3,700   $             -   $         3,700

COST OF GOODS SOLD                                               -                 -                -                 -
                                                   ---------------   ---------------  ---------------   ---------------
GROSS PROFIT                                                     -             3,700                -             3,700
OPERATING EXPENSES,                                                                                             336,200
GENERAL AND ADMINISTRATIVE                                 148,100            81,200          253,500
                                                   ---------------   ---------------  ---------------
LOSS FROM OPERATIONS                                      (148,100)          (77,500)        (253,500)         (332,500)
OTHER INCOME (EXPENSES):

        Other income                                        15,100                 -           25,500                 -
        Interest income                                      3,800             3,300            4,800             3,600
        Interest expense                                    (2,700)           (2,700)          (4,400)           (5,100)
                                                   ---------------   ---------------  ---------------   ---------------
INCOME(LOSS) FROM CONTINUING OPERATIONS                   (131,900)          (76,900)        (227,600)         (334,000)
                                                   ---------------   ---------------  ---------------   ---------------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS:
        Income (loss) from discontinued
          automobile salvage division                            -                 -                -           174,300
        Gain on disposal of automobile salvage
        division (net of taxes)                                  -           116,400                -           116,400
                                                   ---------------   ---------------  ---------------   ---------------
NET INCOME (LOSS)                                  $      (131,900)  $        39,500  $      (227,600)   $     (43,300)
                                                   ===============   ===============  ===============   ===============

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

BASIC EPS

<S>                                                <C>               <C>              <C>               <C>
        Net income (loss)                          $         (0.02)  $          0.01  $         (0.03)  $         (0.01)
                                                   ===============   ===============  ===============   ===============
        Weighted average shares outstanding              8,753,782         6,514,318        8,587,115         7,242,805
                                                   ===============   ===============  ===============   ===============

DILUTED EPS

        Net income (loss)                          $         (0.02)  $          0.01  $         (0.03)  $         (0.01)
                                                   ===============   ===============  ===============   ===============
        Weighted average shares outstanding              8,753,782         6,514,318        8,587,115         7,242,805
                                                   ===============   ===============  ===============   ===============

</TABLE>


                 See accompanying notes and accountant's report.

                                        6


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

SIX MONTHS ENDED JUNE 30,2000

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


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

<S>                                               <C>            <C>         <C>           <C>             <C>         <C>
Balance, December 31, 1997                         6,447,652     $    6,400  $  1,676,400  $  (1,044,800)  $        -  $    638,000
  Issuance of common stock                           557,509            600       211,200              -            -       211,800
  Foreign currency translation adjustment                  -              -             -              -        8,500         8,500
  Net income (loss) for the year                           -              -             -       (353,000)           -      (353,000)
                                                  ----------     ----------  ------------  --------------  ----------  ------------
BALANCE, DECEMBER 31, 1998                         7,005,161          7,000     1,887,600     (1,397,800)       8,500       505,300
  Issuance of common stock                         1,248,621          1,200       572,600              -           -        573,800
  Foreign currency translation                             -              -             -              -      (11,800)      (11,800)
  Realized foreign currency translation loss               -              -             -              -        3,300         3,300
  Net income (loss) for the year                           -              -             -       (322,100)           -      (322,100)
                                                  ----------     ----------  ------------  --------------  ----------  ------------
BALANCE, DECEMBER 31, 1999                         8,253,782          8,200     2,460,200     (1,719,900)           -       748,500
  Issuance of common stock                           500,000            600       374,700              -            -       375,300
  Net income (loss) for the period                         -              -             -       (227,600)                  (227,600)
                                                  ----------     ----------  ------------  --------------  ----------  ------------
Balance, June 30, 2000                             8,753,782     $    8,800  $  2,834,900  $  (1,947,500)  $        -  $    896,200
                                                  ==========     ==========  ============  ==============  ==========  ============
</TABLE>




                 See accompanying notes and accountant's report.

                                        7


<PAGE>



CAN-CAL RESOURCES, LTD.

STATEMENTS OF CASH FLOWS

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

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

<S>                                                                  <C>             <C>
NET LOSS                                                             $   (227,600)   $     (43,300)
       Adjustments to reconcile net income to net cash
         provided by operating activities:
           Depreciation                                                    13,200            7,300
           Gain                                                                 -         (116,400)
           Loss on foreign currency translation                                 -            3,300
           Bad debt expense                                                     -          150,100
           Undistributed earnings of affiliate                                  -         (174,300)
           Changes in operating assets and liabilities:
              (Increase) decrease in accounts receivable                        -           (3,300)
              (Increase) decrease in prepaid expenses                      (2,000)             500
              (Increase) decrease in other assets                         (12,200)          (3,400)
              Increase (decrease) in accounts payable and
                other current liabilities                                  23,600           33,000
                                                                     ------------    -------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                         (205,000)        (146,500)
                                                                     ------------    -------------
CASH FLOW FROM INVESTING ACTIVITIES:
       Other investing activities                                          (5,000)               -
       Purchase of property and equipment                                 (26,900)         (57,400)
       Proceeds from sale of facility                                           -           65,300
                                                                     ------------    -------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                 (31,900)           7,900

CASH FLOW FROM FINANCING ACTIVITIES:
       Increase in related party debt                                     107,700          (65,300)
       Principal payments on note payable                                 (22,600)         (39,000)
       Proceeds from issuance of common stock                             375,000          359,300
       Proceeds from debt issuance                                              -           25,800
                                                                     ------------    -------------
NET CASH USED BY FINANCING ACTIVITIES                                     460,100          280,800

NET INCREASE (DECREASE) IN CASH                                           223,200          142,200
CASH AT BEGINNING OF PERIOD                                                51,800           41,600
                                                                     ------------    -------------
CASH AT END OF PERIOD                                                $    275,000    $     183,800
                                                                     ============    =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:

       Interest                                                      $         -     $          -
                                                                     ============    =============
       Income taxes                                                  $         -     $          -
                                                                     ============    =============

</TABLE>


                 See accompanying notes and accountant's report.

                                        8


<PAGE>


CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

1.     BASIS OF PRESENTATION OF FINANCIAL STATEMENTS:

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

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

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

2.     BUSINESS ACQUISITIONS:

       Scotmar Industries, Inc.

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

3.     DISCONTINUED OPERATIONS:

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

                                        9


<PAGE>


CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

4.     PROPERTY AND EQUIPMENT:

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

<TABLE>
<S>                                                                                     <C>
       Machinery and equipment                                                          $         81,700
       Transportation equipment                                                                   18,500
       Office equipment and furniture                                                             12,400
                                                                                        ----------------
                                                                                                 112,600

       Less accumulated depreciation                                                             (37,500)
                                                                                        ----------------
                                                                                        $         75,100
                                                                                        ================
</TABLE>

       Depreciation  expense  for the six  months  ended  June  30,2000  totaled
       $13,200.

5.     OTHER ASSETS:

       Other assets at June 30, 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
       Mining claims                                                                              36,400
       Non destructive testing materials                                                          10,500
       Deposits                                                                                    7,000
                                                                                        ----------------
                                                                                        $        107,200
                                                                                        ================
</TABLE>


6.     NOTES RECEIVABLE (RELATED PARTIES):

       Notes  receivable,  related  parties,  at June 30, 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                                                                12,200
                                                                                        ----------------
                                                                                                  52,000
       Allowance for uncollectible accounts                                                        5,600
                                                                                        ----------------
                                                                                        $         46,400
                                                                                        ================
</TABLE>



                                       10


<PAGE>


CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

7.     LONG-TERM INVESTMENTS:

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

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

8.     NOTE PAYABLE, RELATED PARTIES:

       Note payable at June 30, 2000 consisted of the following:

<TABLE>
<S>                                                                                      <C>
       Note payable to shareholder; unsecured; interest
         at prime plus 1.00% per annum, due on demand                                    $       122,500
                                                                                         ===============
</TABLE>

9.     NOTE PAYABLE:

       Notes  payable,  related  parties,  at June  30,  2000  consisted  of the
         following:
<TABLE>
<S>                                                                                      <C>
       Note payable to lender; secured by 1st deed of trust; interest at
         8% per annum; matures July 31, 2001                                             $       32,500
                                                                                         ===============
</TABLE>

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.

                                       11


<PAGE>


CAN-CAL RESOURCES,  LTD.

NOTES TO FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999

10.    STOCKHOLDERS' EQUITY (CONTINUED):

       COMMON STOCK (CONTINUED):

       On July 21, 1999 the Board  approved the sale of 357,500 shares of common
         stock to various investors.

       On August  24,  1999 the Board  approved  the sale of  274,000  shares of
         common stock to various investors.

       On  September  7, 1999 the Board  approved  the sale of 20,000  shares of
         common stock to an investor.

       On November 9, 1999 the board  approved the issuance of 10,000  shares of
         common stock to an investor.

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

11.    FAIR VALUE OF FINANCIAL INSTRUMENTS:

       The following  table  presents the carrying  amounts and  estimated  fair
       value of the Company's financial instruments at June 30, 2000:

                                                    CARRYING           FAIR
                                                     AMOUNT            VALUE
                                                  -----------       -----------
      Financial assets:
        Notes receivable-related party            $   46,400        $   46,400
        Property and equipment                        75,100            75,100
        Other assets                                 107,200           107,200
        Long-term investments                        586,100           586,100
      Financial liabilities:
        Notes payable, related parties               122,500           122,500
        Note payable                                  35,000            35,000


      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  notes  payable  is based  upon  the  borrowing  rates
        currently available to the Company for bank loans with similar terms and
        average maturities.

                                       12


<PAGE>



CAN-CAL RESOURCES, LTD.

SUPPLEMENTAL SCHEDULE I --
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

THREE MONTHS  ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
(ROUNDED TO THE NEAREST HUNDRED)


<TABLE>
<CAPTION>


                                                             THREE MONTHS    THREE MONTHS
                                                            ENDED JUNE 30,  ENDED JUNE 30,
                                                                2000             1999
                                                           -------------   --------------
OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES:

<S>                                                        <C>             <C>
      Mine exploration                                     $      50,900   $     16,700
      Travel and entertainment                                    18,800          4,200
      Insurance                                                   14,500            600
      Office expense                                              10,500           (300)
      Office rent                                                  9,500          3,100
      Consulting                                                   9,300         33,300
      Depreciation and amortization                                7,300          5,600
      Equipment rental                                             6,700              -
      Advertising and promotion                                    6,200            500
      Accounting and legal                                         6,100         11,600
      Telephone                                                    4,000          1,600
      Miscellaneous                                                2,000              -
      Maintenance and repairs                                      1,300            500
      Utilities                                                      900            100
      Bank charges                                                   100            200
      Bad debt expense                                               -            3,500
                                                           -------------   -------------
                                                           $    148,100    $     81,200
                                                           =============   =============
</TABLE>



                            See accountants' report.

                                       13


<PAGE>



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

                OPERATION

(A)      PLAN OF OPERATION

During the quarter ended June 30, 2000 and  continuing  thereafter,  the Company
expanded  its program of testing  volcanic  cinders from its property at Pisgah,
California to determine the extent of precious metals  contained in the material
and to verify the commercial viability of the extraction technology.

In addition to its testing  program  pursuant to its December 6, 1999 Agreement,
the Company has entered into another Agreement with two other individuals and an
entity that they control,  utilizing  proprietary  processes  developed by those
persons for the extractions of precious metals. 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  recognized  laboratories  for
assaying.  Results obtained from independent laboratories to date have indicated
the presence of precious metals in its volcanic cinders material.  Consequently,
the Company has significantly expanded its testing program and, as a result, the
assaying of the results by independent  laboratories.  The Company has tested in
excess  of 100  samples  of its  volcanic  cinder  material  and,  as long as it
believes the results  warrant it, it intends to continue  that testing  process.
The Company has also begun testing extractive processes. The Company anticipates
at the present  time that it will  dedicate  virtually  all its  efforts  toward
additional   testing  on  the  volcanic  cinders  and,  if  warranted,   limited
production.  The Company has begun looking into suitable facilities in the event
production is possible and economically feasible. The Company has not yet tested
volcanic cinders in sufficient  amount to determine  whether the precious metals
that are  indicated  to  exist  in the  volcanic  cinders  exist  in  commercial
quantities  or, if they do, whether they can be profitably  extracted.  However,
the  Company  has  obtained  an  option to  acquire  the  proprietary  processes
developed by those persons.

As a result of the Company dedicating  virtually all its efforts to its volcanic
cinder  property,  it has taken no material  actions  with  respect to its other
properties. The status of the other properties is as follows:

The Company has completed the blasting and trenching  programs at the Owl canyon
Joint Venture's property with S&S Mining.  Can-Cal owns a fifty-percent interest
in the Joint  Venture.  The  Company has  received a report from its  consulting
geologist  S. Bruce  Ballantyne  from  analytical  data  received  from  several
hundreds of assays conducted on the samples shipped to professional  independent
laboratories.  The assay  results  have  provided  the Board of  Directors  with
positive information and encouragement to review a drilling program beginning at
the  epithermal  mineralogy  location  known as Papa Hill. The estimated cost to
complete  the first phase of the drilling  program is estimated at $70,000.  The
Company was  originally  looking for a third party mining company as a potential
partner to initiate the drilling program.  However, the Board has now decided to
finance the project without involving another company.

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<PAGE>



Work on the Cerbat and Erosion  properties  has been  delayed as a result of the
expanded  testing  programs  on the  Pisgah  property.  The  Company  intends to
initiate a  sampling  program on the Cerbat  patented  property  this year.  The
Company has a lease with option to purchase the Cerbat property in Arizona.  The
Company does not intend to conduct further  exploration on the Erosion  property
until 2001.

Subject  to the  expanded  testing  program  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  utilize  the
Company's  "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 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.

(B)      LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

As of June 30, 2000, the Company's working capital was $113,900. Working capital
as of March 31, 2000,  was  $340,100.  As part of reduction in working  capital,
notes receivable of $44,700 from related parties were reclassified from "Current
Assets" to "Other Assets", a non-current asset account.

The Company had no operating income or cash flow from its mineral operations for
the three  months  ended June 30, 2000 or the three  months ended June 30, 1999.
The Company did realize income from the sale of a vehicle. The Company sustained
a loss from  operations  of $129,100  for the three month  period ended June 30,
2000, compared to a loss of $76,900 for the three period ended June 30, 1999.

During the three  month  period  ended June 30,  2000,  mine  exploration  costs
increased  from  $16,700  for the three month  period  ended June 30,  1999,  to
$50,900 largely as a result of the  accelerated  testing program on the volcanic
cinders, consulting fees paid to Bruce Ballantyne, and assay expenses associated
with the testing program. Accounting and legal expenses decreased to $6,100 from
$11,600.  Other  consulting  costs decreased to $9,300 from $33,300.  Travel and
entertainment  costs  increased to $18,800 from $4,200.  Those costs include the
costs  of the  Company's  annual  meeting  which  was  held on June 5,  2000 and
increased  travel  relating to the  existing  program on the  volcanic  cinders.
Insurance  costs  increased  from  $600 to  $14,500  as a result  of  additional
insurance coverage obtained by the Company. Office rent increased from $3,100 to
$9,500 as a result of acquiring an additional office facility to accommodate the
increased  activity  and office  expense  increased  from ($300) to $10,500 as a
result of that increased activity.

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.

                                       15


<PAGE>



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.

As a result of the  Company's  greatly  expanded  and  accelerated  program  for
testing its volcanic  cinders  material  during the quarter ended June 30, 2000,
and continuing  thereafter,  the Company has expended its funds much faster than
it had anticipated.  The Company  anticipates that, as long as results appear to
warrant  it, it will  continue  its high level of testing and  assaying  and, if
results warrant it, seek to obtain suitable  facilities and equipment to produce
precious  metals from its  volcanic  cinders  material.  Therefore,  the Company
believes it requires additional funds to continue conducting those operations at
their level and possibly expand those operations. The Company is contemplating a
private sale of equity in the near future.  No such transaction  occurred in the
quarter ended June 30, 2000. Other financing mechanisms may be explored as well,
as an  alternative  to a  private  equity  transaction.  The  Company  does  not
anticipate  that it will attempt to sell any  interest in its  volcanic  cinders
material,  although it believes it may be possible  for it to borrow  additional
funds  using its  volcanic  cinders  property as  collateral.  There are no loan
facilities in place to date.

                           PART II - OTHER INFORMATION

ITEM 2.           CHANGES IN SECURITIES

         (a)      None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The  Company's  Annual  Meeting  was held on June 5,  2000 at which the
following persons were elected directors: Ronald D. Sloan, James Dacyszyn, Barry
Amies, Josef Reschreiter,  and John Brian Wolfe. No other matter was voted on at
the meeting. The number of votes cast were as follows:

NAME                       FOR                    AGAINST             WITHHELD
--------------------------------------------------------------------------------
Ronald D. Sloan            4,648,348               -- 0 --              -- 0 -
James Dacyszyn             4,648,348               -- 0 --              -- 0 -
Barry Amies                4,648,348               -- 0 --              -- 0 -
Josef Reschreiter          4,648,348               -- 0 --              -- 0 -
John Brian Wolfe           4,648,348               -- 0 --              -- 0 -

There were no abstentions, and there were 4,105,434 broker non-votes.

                                       16


<PAGE>



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

         (a)      Exhibits.

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

                  11       Computation of Earnings Per Share................19

                  23       Consent of Independent Accountants'..............20

                  27       Financial Data Schedule..........................21

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



                                   SIGNATURES

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

                                            CAN-CAL RESOURCES LTD.
                                            (Registrant)


Date:  August 9, 2000                           /s/    Ronald D.  Sloan
                                            ------------------------------------
                                            RONALD D. SLOAN, President




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