SEC Info - Can Cal Resources Ltd - ‘10QSB/A’ for 9/30/07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A

(Amendment No. 1)

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal quarter ended September 30, 2007

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 incorporation or organization)		(I.R.S. Employer Identification No.)

2500 Vista Mar Drive, Las Vegas, NV 89128

(Address of principal executive offices)

(702) 243-1849

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

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

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 as of November 13, 2007
Common Stock, Par Value $.001.		24,362,538

Transitional Small Business Disclosure Format (Check one): Yes o No x

EXPLANATORY NOTE

This quarterly report on Form 10-QSB/A (“Form 10-QSB/A”) for the period ending September 30, 2007 is filed to amend the following:

Balance Sheet within item 1 of Part I, as well as, all related footnotes and references thereto, in order to restate the correction of an error as explained in Note 2 of the Notes to the Financial Statements.

Item 3 of Part I to revise the wording concerning management’s evaluation and attestation over the Company’s disclosure controls.

Events have taken place that would have been reflected in the original Form 10-QSB if they had taken place prior to the date of the original and amended filings. The Company recommends this report be read in conjunction with the Company’s reports filed subsequent to November 14, 2007.

CONTENTS

		PAGE NO.

PART I.	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	Balance Sheet (unaudited)	3
	Statements of Operations (unaudited)	4
	Statements of Cash Flows (unaudited)	5
	Notes to Financial Statements (unaudited)	6

ITEM 2.	Management's Discussion and Analysis of Financial Condition	8

ITEM 3.	Controls and Procedures	12


PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	13

ITEM 2.	Changes in Securities	13

ITEM 3.	Defaults Upon Senior Securities	13

ITEM 4.	Submission of Matters to a Vote of Security Holders	13

ITEM 5.	Other information	13

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

	Signatures	14

	Certifications

FORWARD LOOKING STATEMENTS

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 provide a "safe harbor" for forward looking statements that are based on current expectations, estimates and projections, and management's beliefs and assumptions. Words such as "believes," "expects," "intends," "plans," "estimates," "may," "attempt," "will," "goal," "promising," or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks and uncertainties which are difficult or impossible to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The Company undertakes no obligation to update publicly any forward-looking statement whether as a result of new information, future events or otherwise.

Such risks and uncertainties include, but are not limited to, the availability of metal ore; negative or inconsistent test results, the existence of precious metals in the metal ore available to the Company in an amount which permits their production on an economic basis; the Company's ability to drill holes and properly test and assay samples, and its ability to locate and acquire mineral properties which contain sufficient grades of precious metals and/or minerals; the Company's ability to sell a portion or all of any of its properties to larger mining companies, or to enter into agreements with larger mining companies to explore and possibly develop its properties; to produce precious metals on a commercial basis, the prices of precious metals; obtaining a mill or refinery to extract precious metals on an economic basis; the ability to maintain the facilities it currently utilizes; obtain permitting requirements for any mining and milling operations and pay the costs thereof; have good title to claims and equipment; and the Company's ability to obtain financing necessary to maintain its operations.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CAN-CAL RESOURCES LTD

BALANCE SHEET

(UNAUDITED)

	September 30,
	2007
ASSETS
Current assets
Cash	$	230,932
Total current assets		230,932

Fixed assets, net		40,191

Other assets, net		455,667

Total assets	$	726,790

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	22,227
Accrued interest		297,810
Accrued officer salary payable		111,436
Accrued payroll taxes		68,587
Notes payable, related parties		360,550
Unearned revenues		15,000
Total current liabilities		875,610

Stockholders' deficit
Preferred stock; $0.001 par value; 10,000,000 shares
authorized, no shares issued and outstanding		-
Common stock; $0.001 par value; 100,000,000 shares
authorized, 24,360,541 shares issued and outstanding		24,361
Additional paid-in capital		7,728,752
Accumulated deficit		(7,901,933	)
Total stockholders' deficit		(148,820	)

Total liabilities and stockholders' deficit	$	726,790

See Accompanying Notes to Financial Statements

CAN-CAL RESOURCES LTD

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006

Material sales	$	-		$	-		$	-		$	-

Cost of sales		-			-			-			-

Gross profit		-			-			-			-

Expenses

Exploration costs		46,588			12,100			149,532			22,800
Depreciation		1,277			1,700			7,297			4,800
General and administrative expenses		64,631			79,000			173,375			167,200
General and administrative expenses - related party		30,942			97,800			92,994			272,100
Total operating expenses		143,438			190,600			423,198			466,900

Loss from operations		(143,438	)		(190,600	)		(423,198	)		(466,900	)

Other income (expense)
Beneficial conversion discount		-			(4,200	)		-			(25,200	)
Interest income		2,387			-			9,346			100
Gain on disposal of fixed assets		-			-			3,701			-
Rental revenue		5,625			5,600			16,875			42,900
Interest expense		(14,169	)		(26,900	)		(43,057	)		(74,100	)
Total other income (expense)		(6,157	)		(25,500	)		(13,135	)		(56,300	)

Loss before provision for income taxes		(149,595	)		(216,100	)		(436,333	)		(523,200	)

Provision for income taxes		-			-			-			-

Net loss	$	(149,595	)	$	(216,100	)	$	(436,333	)	$	(523,200	)

Basic and diluted weighted average
common shares outstanding		24,337,458			20,495,337			24,093,492			20,389,937

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)

See Accompanying Notes to Financial Statements

CAN-CAL RESOURCES LTD

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	September 30,
	2007			2006
Cash flows from operating activities:
Net loss	$	(436,333	)	$	(523,200	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Beneficial conversion feature on convertible debt		-			25,200
Common stock issued for accrued wages, related party		22,000			-
Depreciation and amortization		7,297			4,800
Financing fees					24,400
Gain on disposal of fixed assets		(3,701	)		-
Stock based compensation		2,000			72,600
Stock options granted to officers and consultants		-			123,500
Decrease (increase) in assets:
Accounts receivable		3,600			-
Other current assets		-			8,600
Other assets		(10,000	)		-
Increase (decrease) in liabilities:
Accounts payable		(11,973	)		18,300
Accrued interest		35,310			46,200
Accrued officer salary		(68,331	)		53,300
Accrued payroll taxes		-			(2,000	)
Unearned revenues		5,600			5,600
Net cash used by operating activities		(454,531	)		(142,700	)

Cash flows from investing activities:
Purchase of fixed assets		(31,788	)		(5,800	)
Purchase of mining claims		(15,054	)		(19,600	)
Proceeds from sale of fixed assets		7,000			-
Net cash used in investing activities		(39,842	)		(25,400	)

Cash flows from financing activities:
Payment due to stockholder		-			(11,500	)
Principal payments on notes payable, related parties		(20,750	)		-
Proceeds from issuance of common stock		140,012			506,200
Proceeds from the exercise of warrants		186,343			-
Net cash provided by financing activities		305,605			494,700

Net increase (decrease) in cash		(188,768	)		326,600
Cash, beginning of period		419,700			17,000

Cash, end of period	$	230,932		$	343,600

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

Warrants issued for services	$	-		$	67,603
Issuance of common stock for services	$	-		$	5,000
Accrued interest added to principle on note payable	$	-		$	5,900
Accrued interest added to principle on note payable	$	-		$	-
Debt forgiveness	$	101,745		$	-

See Accompanying Notes to Financial Statements

ITEM 2. NOTES TO FINANCIAL STATEMENTS

CAN-CAL RESOURCES LTD

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.	BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended December 31, 2006 of Can-Cal Resources Ltd ("the Company").

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

The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2007 and the results of operations and cash flows presented herein have been included in the financial statements. Interim results are not necessarily indicative of results of operations for the full year.

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

2.	GOING CONCERN

The Company incurred a net loss of approximately $436,000 for the nine months ended September 30, 2007. The Company's current liabilities exceed its current assets by approximately $645,000 as of September 30, 2007. These factors create substantial doubt about the Company's ability to continue as a going concern. The Company's management plans to continue to fund its operations in the short term with a combination of debt and equity financing, as well as revenue from operations in the long term.

The ability of the Company to continue as a going concern is dependent on additional sources of capital and the success of the Company's plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

3.	CORRECTION OF ERROR - ERROR RELATES TO A YEAR NOT PRESENTED IN THE COMPARATIVE FINANCIAL STATEMENTS

Other assets has been increased by $381,500 as of December 31, 2006 to correct an error made in 2006. The prior period error relates to our valuation of mineral rights acquired through the issuance of 1,000,000 shares of our $0.001 par value common stock. The error had no effect on net income. The following is a summary of the prior year adjustment:

Increase of previously reported other assets:
- unrecorded value of mineral rights acquired	$	381,500

Increase of previously reported additional paid in capital:
- unrecorded amount of additional paid in capital on stock issuance	$	381,500

The effect on the Company’s previously issued September 30, 2007 financial statements are summarized as follows:

Consolidated Balance Sheet as of September 30, 2007

	Previously Reported			Net Change		Restated
Assets
Current assets
Cash	$	230,932		$	-	$	230,932
Total current assets		230,932			-		230,932

Fixed assets, net		40,191			-		40,191

Other assets, net		74,167			381,500		455,667

	$	345,290		$	381,500	$	726,790

Current liabilities
Accounts payable	$	22,227		$	-	$	22,227
Accrued interest		297,810			-		297,810
Accrued officer salary		111,436			-		111,436
Accrued payroll taxes		68,587			-		68,587
Notes payable - related parties		360,550			-		360,550
Unearned revenues		15,000			-		15,000
Total current liabilities		875,610			-		875,610

Commitments and contingencies		-			-		-

Stockholders’ deficit
Preferred stock		-			-		-
Common stock		24,361			-		24,361
Additional paid-in capital		7,347,252			381,500		7,728,752
Accumulated deficit		(7,901,933	)		-		(7,901,933	)
Total stockholders’ deficit		(530,320	)		381,500		(148,820	)

	$	345,290		$	381,500	$	726,790

4.	NOTES PAYABLE, RELATED PARTIES

Notes payable consisted of the following as of September 30, 2007:

Note payable to a stockholder, secured by real property, bearing interest at 16.0% per annum, semi-annual interest only payments, matured November 2005 (currently in default)	$	300,000

Note payable to a stockholder, secured by real property, bearing interest at 8.0% per annum, maturing February 2008		25,114

Note payable to a stockholder, secured by real property, bearing interest at 8.0% per annum, maturing January 2008		35,436
Current portion (amounts due within one year)	$	360,550

The Company is in default of its semi-annual interest payments of $280,000 for the years ended 2002 - 2006 and the nine months ended September 30, 2007 on a note payable of $300,000. The Company is currently negotiating forbearance on collection of the principle and interest.

5.	CHANGES IN SECURITIES

During the nine months ended September 30, 2007, the Company sold 1,043,455 restricted common shares to various accredited Canadian and US residents for a total of $326,368, and issued warrants to purchase 298,083 restricted common shares, exercisable between $.45 and $.65 per share. During the nine months ended September 30, 2007, the Company also issued 50,000 shares of restricted common stock as part of a settlement agreement with a former officer of the Company for compensation of accrued salaries. In addition to cash payments of $3,500 per month for twelve (12) consecutive months beginning January 2007 and terminating December 2007. The Company has recorded debt forgiveness of $101,745 in accordance with the terms of the settlement agreement. Due to the related party nature of the transaction the gain has been recorded to additional paid in capital, therefore there has been no impact on the Company's net loss.

6.	SUBSEQUENT EVENTS

On October 10, 2007, the Company sold 2,000 shares of restricted common stock for a total of $1,000 valued at $.50 per share and issued warrants to purchase 2,000 restricted common shares, exercisable at $.65 per share.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

(A) PLAN OF OPERATION.

Can-Cal Resources Ltd. is a public company engaged in the acquisition and exploration of precious metals mineral properties. The Company initiated the re-evaluation of its North American properties, which began the 2nd quarter of 2005, through in-house and independent analysis.

On September 26, 2006, the Company signed a letter of intent with E.R.S. Ltd., an Israeli owned Cyprus corporation with offices located in Tel Aviv. The letter of intent was to expand testing by E.R.S. on material from Can-Cal's Pisgah property. As of September 30, 2007, the Company was unable to reach a definitive agreement with E.R.S.; therefore, the Board of Directors voted unanimously to discontinue further negotiations.

In April, June, July and September 2006, the Company conducted further surface sampling and rock wall sampling on its Wikieup, Arizona property. These samples were shipped to ALS Chemex, an internationally recognized assayer for fire assays and I.C.P. tests. The preliminary assay results were encouraging and the Company will continue with further surface sampling from various areas of the approximate six square miles of claimed land.

In May and September 2006, Can-Cal acquired an additional 66 20-acre lode claims for the filing cost of $1,200. This increased the Company's property holding to 1900 acres or 2.969 square miles of 95 lode claims. On August 28, 2006, Can-Cal acquired an additional 1,800 acres from the Rose Trust in exchange for 1,000,000 restricted shares of its common stock. This increases the Company's property holding on its Wikieup, Arizona property to approximately six square miles. The area is accessed by gravel road just off highway 93 approximately eight miles from the town of Wikieup, Arizona.

Adits, tunnels, and open pit locations following what may be a trend or vein structure over a large region have been found on the property. The legacy of previous mining activity including; abandoned equipment, stone built homes, a cement water reservoir and numerous tailings piles, can be seen from various locations.

Upon receipt of the recent surface sample assay results from ALS Chemex (up to Au 1.27 O.P.T , Ag - 32.52 O.P.T and Zn 25.1 %) the Company is attempting to follow what may be a trend or vein structure and has subsequently claimed the additional 1,320 acres.

The geology of the Wikieup area claims is comprised of Precambrian granoids and gneiss. Outcrops are extensive on the property and rock units include diorite, gabbro and granitic dikes.

The Company is continuing the surface sampling program and plans to hire an independent geologist for continued exploration.

The Company plans to expand its U.S. property holdings in 2007. The Company presently has two full-time employees and will continue to rely on outside consultants and agents, in the near-term, to perform various administrative, legal and technical functions, as required.

(B) RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006.

The following table summarizes selected items from the statement of operations for the three months ended September 30, 2007 compared to September 30, 2006.

EXPENSES:

	Three Months Ended
	September 30,
	2007			2006			Increase/(Decrease)
	Amount			Amount			$			%

Expenses:
Beneficial conversion discount	$	-		$	4,200			(4,200	)		(100	)%
Exploration costs		46,588			12,100			34,488			285	%
Depreciation		1,277			1,700			(423	)		(25	)%
General & administrative expenses		64,631			79,000			(14,369	)		(18	)%
General & administrative expenses - related party		30,942			97,800			(66,858	)		(68	)%
Total operating expenses		143,438			194,800			(51,362	)		(26	)%

Loss from operations		(143,438	)		(194,800	)		(51,362	)		(26	)%

Other income (expense):
Interest income		2,387			-			2,387			-
Gain on disposal of fixed assets		-			-			-			-
Rental revenue		5,625			5,600			25			.5	%
Interest expense		(14,169	)		(26,900	)		(12,731	)		(47	)%

Net loss	$	(149,595	)	$	(216,100	)	$	(66,505	)		(31	)%

EXPLORATION COSTS

Exploration costs for the three months ended September 30, 2007 increased by $34,488 or 285% from $12,100 for the three months ended September 30, 2006 to $46,588 for the three months ended September 30, 2007. The increase is a result of increased exploration of U.S. properties in order to extract precious metals for testing purposes.

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 sells one or more of its properties or locates and delineates reserves and initiates mining operations. If that occurs, the Company may capitalize certain of those expenses.

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

DEPRECIATION

Depreciation for the three months ended September 30, 2007 decreased by $423 or 25% from $1,700 for the three months ended September 30, 2006 to $1,277 for the three months ended September 30, 2007. The increase is principally due to the deletion of a furnace purchased in January of 2007.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ended September 30, 2007 decreased by $14,369 or 18% from $79,000 for the three months ended September 30, 2006 to $64,631 for the three months ended September 30, 2007. The decrease is principally due to decreased advertising and stock house expenses.

GENERAL AND ADMINISTRATIVE EXPENSES - RELATED PARTY

General and administrative expenses - related party for the three months ended September 30, 2007 decreased by $66,858 or 68% from $97,800 for the three months ended September 30, 2006 to $30,942 for the three months ended September 30, 2007. The decrease is principally due to the one time conversion of salary in 2006. No such conversion was done in 2007.

TOTAL OPERATING EXPENSES

Total operating expenses for the three months ended September 30, 2007 decreased by $51,362 or 26% from $194,800 for the three months ended September 30, 2006 to $143,438 for the three months ended September 30, 2007. The decrease in total operating expenses was mainly a result of management's efforts to control overhead costs. During the prior year, we experienced non- recurring costs required to support certain debt financing activities, conversion of salary as well as, costs associated with the issuance of options to an Officer of the Company.

OTHER INCOME (EXPENSE)

During the three months ended September 30, 2007, interest income in the amount of $2,387 relates to interest earned on cash received as a result of financing activities.

Interest expense for the three months ended September 30, 2007 decreased by $12,731 or 47% from $26,900 for the three months ended September 30, 2006 compared to $14,169 for the three months ended September 30, 2007. The significant decrease is due to the repayment of certain long term debts that were paid with the Company's common stock at the end of 2006.

NET LOSS

Our net loss was $149,595 for the three months ended September 30, 2007 compared to a net loss of $216,100 for the three months ended September 30, 2006. We expect to improve our results of operations through the attainment of sufficient working capital and a focus on generating revenues from the subcontracting of mining activities, and a reduction of general and administrative expenses.

The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2007 compared to September 30, 2006.

EXPENSES:

	NINE MONTHS ENDED
	SEPTEMBER 30,
	2007			2006			INCREASE/(DECREASE)
	AMOUNT			AMOUNT			$			%

Expenses:
Beneficial conversion discount	$	-		$	25,200		$	(25,200	)		(100	)%
Exploration costs		149,532			22,800			126,732			556	%
Depreciation		7,297			4,800			2,497			52	%
General & administrative expenses		173,375			167,200			6,175			4	%
General & administrative expenses - related party		92,994			272,100			(179,106	)		(66	)%
Total expenses		423,198			491,100			(68,902	)		(14	)%
Net operating loss		(423,198	)		(492,100	)		(68,902	)		(14	)%
Other income (expense):
Interest income		9,346			100			9,246			9246	%
Gain on disposal of fixed asset		3,701			-			3,701			100	%
Rental revenue		16,875			42,900			(26,025	)		(61	)%
Interest expense		(43,057	)		(74,100	)		(31,043	)		(42	)%
Net loss	$	(436,333)		$	(523,200	)	$	(86,867	)		(17	)%

BENEFICIAL CONVERSION DISCOUNT

During the nine months ended September 30, 2006, beneficial conversion discount in the amount of $25,200 relates to a convertible feature of the Company's long term debt.

EXPLORATION COSTS

Exploration costs for the nine months ended September 30, 2007 increased by $126,732 or 556% from $22,800 for the nine months ended September 30, 2006 to $149,532 for the nine months ended September 30, 2007. The increase is a result of increased exploration of US properties in order to extract precious metals for testing purposes.

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.

DEPRECIATION

Depreciation for the nine months ended September 30, 2007 increased by $2,497 or 52% from $4,800 for the nine months ended September 30, 2006 to $7,297 for the nine months ended September 30, 2007. The increase is principally due to the additional depreciation of assets purchased in April of 2007.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the nine months ended September 30, 2007 increased by $6,175 or 4% from $167,200 for the nine months ended September 30, 2006 to $173,375 for the nine months ended September 30, 2007. The increase is principally due to the hiring of additional personal to increase investor relations.

GENERAL AND ADMINISTRATIVE EXPENSES - RELATED PARTY

General and administrative expenses - related party for the nine months ended September 30, 2007 decreased by $179,106 or 66% from $272,100 for the nine months ended September 30, 2006 to $92,994 for the nine months ended September 30, 2007. The decrease is principally due to the one time charge in 2006 related to options that were issued to an Officer of the Company. No such options were issued in 2007.

TOTAL OPERATING EXPENSES

Total operating expenses for the nine months ended September 30, 2007 decreased by $68,902 or 14% from $492,100 for the nine months ended September 30, 2006 to $423,198 for the nine months ended September 30, 2007. The decrease in total operating expenses was mainly a result of management's efforts to control overhead costs. During the prior year, we experienced non-recurring costs required to support certain debt financing activities, as well as, costs associated with the issuance of options to an Officer of the Company.

OTHER INCOME (EXPENSE)

Interest income for the nine months ended September 30, 2007 increased by $9,246 or 9246% from $100 for the nine months ended September 30, 2006 to $9,346 for the nine months ended September 30, 2007. The increase is principally due to interest earned on a money market account that was opened in 2007 using proceeds from financing activities.

During the nine months ended September 30, 2007, the Company recognized a gain on disposal of fixed assets in the amount of $3,701 from the sale of two vehicles.

Rental revenue for the nine months ended September 30, 2007 decreased by $26,025 or 61% from $42,900 for the nine months ended September 30, 2006 compared to $16,875 for the nine months ended September 30, 2007. The significant decrease is due to a one time charge in 2006 related to the rental of the Company's land to a movie production company.

Interest expense for the nine months ended September 30, 2007 decreased by $31,043 or 42% from $74,100 for the nine months ended September 30, 2006 compared to $43,057 for the nine months ended September 30, 2007. The significant decrease is due to the repayment of certain long term debts that were paid with the Company's common stock at the end of 2006.

NET LOSS

Our net loss was $436,333 for the nine months ended September 30, 2007 compared to a net loss of $523,200 for the nine months ended September 30, 2006. We expect to improve our results of operations through the attainment of sufficient working capital and a focus on generating revenues from the subcontracting of mining activities, and a reduction of general and administrative expenses.

(D) LIQUIDITY AND CAPITAL RESOURCES AND RESULTS OF OPERATIONS

The following table summarizes total current assets, total current liabilities and working capital at September 30, 2007 compared to December 31, 2006.

	September 30,			December 31,			INCREASE/(DECREASE)
	2007			2006			$			%

Current Assets	$	230,932		$	423,300		$	(192,368	)		(45	)%
Current Liabilities	$	875,610		$	1,037,500		$	(161,890	)		(16	)%
Working Capital (deficit)	$	(644,678	)	$	(614,200	)	$	( 30,478	)		(5	)%

Internal and External Sources of Liquidity

During the nine months ended September 30, 2007, our operating and investing activities used cash of $454,531 and $39,842, respectively, while our financing activities provided cash of $305,605. The cash used in operating activities was principally a result of the net loss we incurred.

Cash Flow. Since inception, we have primarily financed our cash flow requirements through the issuance of common stock and the issuance of notes. With the growth of our current business we may, during our normal course of business, experience net negative cash flows from operations until some of our mining activities begin to produce revenues. Further, we may be required to obtain financing to fund operations through additional common stock offerings and bank or other debt borrowings, to the extent available, or to obtain additional financing to the extent necessary to augment our available working capital.

SATISFACTION OF OUR CASH OBLIGATIONS FOR THE NEXT TWELVE MONTHS.

As of September 30, 2007, our cash balance was $230,932. Our plan for satisfying our cash requirements for the next twelve months is through additional equity, third party financing, and/or debt financing. We anticipate our current cash reserves will be sufficient to support operations through December 31, 2007, but do not anticipate generating sufficient amounts of positive cash flow to meet our working capital requirements. Consequently, we intend to make appropriate plans to ensure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. We also are considering possible funding through joint venture arrangements with other mining companies.

As we expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of sales and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital.

We anticipate incurring operating losses until we build our capital base. Our recent operating history makes predictions of future operating results difficult to ascertain. In addition, since our cash position has fallen we are finding it increasingly difficult to expand our operations. Thus, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of commercial viability, particularly companies in rapidly evolving energy markets. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and continue to attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the certifying officer of the Company has evaluated the effectiveness of the company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are those controls and other procedures we maintain, which are designed to ensure that all of the information required to be disclosed by the company in all its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the company in its reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to company management, as appropriate, to allow management to make timely decisions regarding required disclosure. The Company believes that its disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES.

During the three months ended September 30, 2007, the Company sold 51,946 restricted shares of common stock to various accredited Canadian investors and one United States investor for a total of $25,973, and at a price of $0.65 per share. These securities were issued in private transactions, with respect to the Canadian residents, in reliance on the exemption from registration with the SEC provided by Regulation S and with respect to the United States investor, in reliance upon the exemption from registration provided under Section 4(2) of the 1933 Securities Act.

The Company redeemed 33,000 warrants held by a Canadian resident at a price of $0.25 per share for a total of $8,250.00

On October 10, 2007, subsequent to the end of the 2007 third quarter period, the Company sold 2,000 shares of restricted common stock for a total of $1,000 valued at $.50 per share and issued warrants to purchase 2,000 restricted common shares, exercisable at $.65 per share. These securities were issued to an accredited Canadian investor in a private transaction in reliance upon Regulation S.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is in default of a note payable for $300,000 and its semi- annual interest payments of $280,000 for the years ended 2002- 2006 and the nine months ended September 30, 2007. The Company is currently negotiating forbearance on collection of the principle and interest.

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

None.

ITEM 5. OTHER INFORMATION

N/A

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT 32 Certification Per Sarbanes Oxley

SIGNATURES

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

		CAN-CAL RESOURCES LTD.
		(REGISTRANT)

Date: November 14, 2007	By:	/s/Ronald D. Sloan
		RONALD D. SLOAN,
		Chief Executive Officer and
		President

This ‘10QSB/A’ Filing	Date	Other Filings

Filed as of:	9/19/08	10-Q/A, 10KSB/A, 10QSB/A
Filed on:	9/18/08	10-Q/A, 10KSB/A, 10QSB/A
	12/31/07	10KSB, 10KSB/A, NT 10-K
	11/14/07	10QSB
	11/13/07
	10/10/07
For Period End:	9/30/07	10-Q/A, 10QSB
	12/31/06	10KSB, 10KSB/A, NT 10-K
	9/30/06	10QSB, NT 10-Q
	9/26/06
	8/28/06
		List all Filings

Can Cal Resources Ltd – ‘10QSB/A’ for 9/30/07

On: Thursday, 9/18/08, at 6:39pm ET · As of: 9/19/08 · For: 9/30/07 · Accession #: 1144204-8-53518 · File #: 0-26669

Previous ‘10QSB’: ‘10QSB/A’ on 9/19/08 for 6/30/07 · Latest ‘10QSB’: This Filing

Amendment to Quarterly Report — Small Business — Form 10-QSB
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Can Cal Resources Ltd – ‘10QSB/A’ for 9/30/07

On: Thursday, 9/18/08, at 6:39pm ET · As of: 9/19/08 · For: 9/30/07 · Accession #: 1144204-8-53518 · File #: 0-26669

Previous ‘10QSB’: ‘10QSB/A’ on 9/19/08 for 6/30/07 · Latest ‘10QSB’: This Filing

Amendment to Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents