Can Cal Resources 10Q/A 2008 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/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 June 30, 2008

o 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

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 August 14, 2008
Common Stock, Par Value $.001.		24,587,753

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

EXPLANATORY NOTE

This quarterly report on Form 10-Q/A (“Form 10-Q/A”) for the fiscal quarter ended June 30, 2008 is filed to amend the following:

Footnote #6, within Item 7 of Part I to present the Company’s financial statements in accordance with the required presentation. As an Exploration Stage Company, under paragraph 11 of SFAS 7 the Company has to include certain unaudited “inception to date” amounts, including the details of all the terms of each stock issuance from inception.

·	To remove extraneous pages #8 and #9 that were mistakenly included in the filing during submission.

Events have taken place that would have been reflected in the original Form 10-Q 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 August 20, 2008.

CAN CAL RESOURCES, LTD.

(An Exploration Stage Company)

JUNE 30, 2008 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		PAGE NO.
PART I.	FINANCIAL INFORMATION	4

ITEM 1.	FINANCIAL STATEMENTS	4
	Balance Sheets	4
	Statements of Operations	5
	Statements of Stockholders’ Equity (Deficit)	6
	Statements of Cash Flows	7
	Notes to Financial Statements	8

ITEM 2.	Management's Discussion and Analysis of Financial Condition	18

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	24

ITEM 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	25

ITEM 1.	Legal Proceedings	25

ITEM 2.	Changes in Securities	25

ITEM 3.	Defaults upon Senior Securities	25

ITEM 4.	Submission of Matters to a Vote of Security Holders	25

ITEM 5.	Other information	25

ITEM 6.	Exhibits and Reports on Form 8-K	26

Signatures

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

Can-Cal Resources Ltd.
(An Exploration Stage Company)
Condensed Balance Sheets

	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	72,827		$	105,987
Other current assets		5,100			-
Total current assets		77,927			105,987

Property, equipment and mineral interests (net of accumulated
depreciation of $131,890 and $125,894)		505,725			511,720

Other assets, net		1,895			1,895

Total assets	$	585,547		$	619,602

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	23,868		$	28,399
Accrued interest		339,391			311,320
Accrued officer salary		160,149			110,652
Accrued payroll taxes		458			21,853
Notes payable, related parties		395,630			360,550
Notes payable		83,500			-
Unearned revenues		47,061			9,375
Total current liabilities		1,050,057			842,149

Total liabilities		1,050,057			842,149

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,
24,587,753 and 24,555,253 shares issued and outstanding, respectively		24,588			24,555
Additional paid-in capital		7,831,503			7,823,411
Accumulated deficit		(8,320,601	)		(8,070,513	)
Total stockholders' deficit		(464,510	)		(222,547	)

Total liabilities and stockholders' deficit	$	585,547		$	619,602

See Accompanying Notes to Financial Statements

Can-Cal Resources Ltd.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,						March 22, 1995 (Inception) to June 30,
	2008			2007			2008			2007			2008
Material sales	$	-		$	-		$	-		$	-		$	245,500

Cost of sales		-			-			-			-			263,400

Gross profit		-			-			-			-			(17,900	)

Operating expenses
Exploration costs		20,991			55,635			38,905			102,943			407,432
Depreciation		2,998			3,816			5,995			6,021			226,320
General and administrative		85,645			58,251			142,640			106,745			5,899,666
Officer compensation		29,008			32,886			60,000			64,052			671,176
Total operating expenses		138,642			150,588			247,540			279,761			7,204,594

Loss from operations		(138,642	)		(150,588	)		(247,540	)		(279,761	)		(7,222,494	)

Other income (expense)
Other income from legal judgement		-			-			-			-			47,200
Interest income		4			3,505			102			6,959			52,890
Rental revenue		16,689			5,625			26,614			11,250			258,614
Gain (loss) on sale of fixed assets		-			3,701			-			3,701			26,801
Interest expense		(15,460	)		(14,307	)		(29,264	)		(28,887	)		(1,010,012	)
Total other income (expense)		1,233			(1,476	)		(2,548	)		(6,977	)		(624,507	)

Loss before provision for income taxes		(137,409	)		(152,064	)		(250,088	)		(286,738	)		(7,847,001	)

Provision for income taxes		-			-			-			-			-

Net loss from continuing operations		(137,409	)		(152,064	)		(250,088	)	$	(286,738	)		(7,847,001	)

Income from discontinued operations
Income (loss) from discontinued operations		-			-			-			-			116,400
Gain (loss) on disposal of operations (net of taxes)		-			-			-			-			(590,000	)

Net loss	$	(137,409	)	$	(152,064	)	$	(250,088	)	$	(286,738	)	$	(8,320,601	)

Basic loss per common share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Basic weighted average common shares outstanding		24,587,753			24,157,828			24,584,884			23,922,171

See Accompanying Notes to Financial Statements

Can-Cal Resources Ltd.

(An Exploration Stage Company)

Condensed Statement of Stockholders' Equity (Deficit)

(Unaudited)

										Foreign
	Common Stock				Additional					Currency						Total
	Number of				Paid-in					Translation			Accumulated			Stockholders'
	Shares		Amount		Capital		Unamortized			Adjustment			(Deficit)			(Deficit)

Balance March 22, 1995		-	$	-	$	-	$	-		$	-		$	-		$	-

Common shares issued for services		-		-		-		-			-			-			-
Net loss														(1,000	)		(1,000	)

Balance December 31, 1995		-		-		-		-			-			(1,000	)		(1,000	)

Common shares issued for services		3,441,217		3,400		625,000		-			-			-			628,400
Prior period adjustment, investment in joint venture		-		-		-		-			-			497,900			497,900
Net loss														(497,000	)		(497,000	)

Balance December 31, 1996		3,441,217		3,400		625,000		-			-			(100	)		628,300

Common shares issued for services		3,006,435		3,000		1,051,400		-			-			-			1,054,400
Net loss														(1,044,700	)		(1,044,700	)

Balance December 31, 1997		6,447,652		6,400		1,676,400		-			-			(1,044,800	)		638,000

Common shares issued for cash		557,509		600		211,200		-			-			-			211,800
Foreign currency translation adjustment		-		-	��	-		-			8,500			-			8,500
Net loss														(353,000	)		(353,000	)

Balance December 31, 1998		7,005,161		7,000		1,887,600		-			8,500			(1,397,800	)		505,300

Common shares issued for cash		1,248,621		1,200		572,600		-			-			-			573,800
Foreign currency translation adjustment		-		-		-		-			(11,800	)		-			(11,800	)
Realized foreign currency translation loss		-		-		-		-			3,300			-			3,300
Prior period Adjustment		-		-		-		-			-			15,000			15,000
Elimination of subsidiary upon disposal		-		-		-		-			-			116,400			116,400
Net loss														(1,038,500	)		(1,038,500	)

Balance December 31, 1999		8,253,782		8,200		2,460,200		-			-			(2,304,900	)		163,500

Common shares issued for cash		1,119,009		1,200		948,400		-			-			-			949,600
Net loss														(962,500	)		(962,500	)

Balance December 31, 2000		9,372,791		9,400		3,408,600		-			-			(3,267,400	)		150,600

Common shares issued for cash		785,947		800		81,500		-			-			-			82,300
Net loss														(704,500	)		(704,500	)

Balance December 31, 2001		10,158,738		10,200		3,490,100		-			-			(3,971,900	)		(471,600	)

Common shares issued for cash		1,093,280		1,100		269,900		-			-			-			271,000
Common shares issued for services		92,292		100		23,800		-			-			-			23,900
Options granted for services		-		-		7,100		-			-			-			7,100
Common shares issued for repayment of note payable, related party in the amount of $119,800, including accrued interest of $71,800		309,677		300		119,500		-			-			-			119,800
Warrants granted for loan fees on
convertible notes payable, related party		-		-		16,700		(16,700	)		-			-			-
Common shares issued for loan fees on
convertible notes payable, related party		30,000		-		13,500		(13,500	)		-			-			-
Deemed interest on beneficial conversion
feature of notes payable, related party		-		-		20,500		-			-			-			20,500
Amortization of loan fees		-		-		-		8,200			-			-			8,200
Net loss														(709,300	)		(709,300	)

Balance December 31, 2002		11,683,987		11,700		3,961,100		(22,000	)		-			(4,681,200	)		(730,400	)

Common shares issued for cash		823,410		800		163,900		-			-			-			164,700
Common shares issued for services		381,260		400		63,800		-			-			-			64,200
Options granted for services		-		-		61,300		-			-			-			61,300
Common shares issued for repayment of note payable, related party in the amount of $78,300, including accrued interest of $43,300		364,305		400		77,900		-			-			-			78,300
Deemed interest on beneficial conversion
feature of notes payable, related party		-		-		38,300		-			-			-			38,300
Amortization of loan fees		-		-		-		15,000			-			-			15,000
Net loss														(711,100	)		(711,100	)

Balance December 31, 2003		13,252,962		13,300		4,366,300		(7,000	)		-			(5,392,300	)		(1,019,700	)

Common shares issued for cash		1,564,311		1,600		306,400		-			-			-			308,000
Common shares issued for exercise of warrants		701,275		700		124,900		-			-			-			125,600
Common shares issued for services		390,224		400		73,800		-			-			-			74,200
Warrants granted for services		-		-		12,200		-			-			-			12,200
Interest expense for warrants granted		-		-		280,200		-			-			-			280,200
Common shares issued in satisfaction of accounts payable
and accrued liabilities in the amount of $229,400		917,747		900		228,500		-			-			-			229,400
Common shares issued for repayment of note payable in the
amount of $99,700, including accrued interest of $14,700		702,760		700		99,000		-			-			-			99,700
Common shares issued for repayment of note payable,
related party in the amount of $82,700		330,747		300		82,400		-			-			-			82,700
Deemed interest on beneficial conversion
feature of notes payable, related party		-		-		17,600		-			-			-			17,600
Amortization of loan fees		-		-		-		7,000			-			-			7,000
Net loss														(1,030,500	)		(1,030,500	)

Balance December 31, 2004		17,860,026		17,900		5,591,300		-			-			(6,422,800	)		(813,600	)

Common shares issued for cash		762,500		800		152,700		-			-			-			153,500
Common shares issued for exercise of warrants		349,545		300		69,500		-			-			-			69,800
Net loss														(421,800	)		(421,800	)

Balance December 31, 2005		18,972,071		19,000		5,813,500		-			-			(6,844,600	)		(1,012,100	)

Common shares issued for cash		2,448,213		2,400		642,100		-			-			-			644,500
Common warrants exercised for cash		174,000		200		43,300		-			-			-			43,500
Common shares issued for services		19,500		-		5,000		-			-			-			5,000
Common shares issued in satisfaction of accounts
payable and accrued liabilities		385,714		400		80,600		-			-			-			81,000
Common shares issued in satisfaction of notes
payable-related parties		56,821		100		11,800		-			-			-			11,900
Common shares issued in satisfaction of convertible
debenture, (including accrued interest of $1,895)		206,767		200		41,700		-			-			-			41,900
Common shares issued for asset acquisition		1,000,000		1,000		399,000		-			-			-			400,000
Option granted to officers and directors		-		-		123,500		-			-			-			123,500
Warrants granted for services		-		-		2,200		-			-			-			2,200
Warrants granted in satisfaction of accounts
payable and accrued liabilities		-		-		65,400		-			-			-			65,400
Warrants granted in satisfaction of notes
payable-related parties		-		-		9,600		-			-			-			9,600
Warrants granted in satisfaction of convertible
debenture		-		-		40,000		-			-			-			40,000
Net loss														(621,000	)		(621,000	)

Balance December 31, 2006		23,263,086		23,264		7,277,736		-			-			(7,465,600	)		(164,600	)

Common shares issued for cash		492,795		492		188,698		-			-			-			189,190
Common warrants exercised for cash		745,372		745		185,598		-			-			-			186,343
Common shares issued for services		4,000		4		2,010		-			-			-			2,014
Common shares issued in satisfaction of
accrued wages of $22,000, related party		50,000		50		21,950		-			-			-			22,000
Debt forgiveness, related party		-		-		147,419		-			-			-			147,419
Net loss														(604,913	)		(604,913	)

Balance December 31, 2007		24,555,253		24,555		7,823,411		-			-			(8,070,513	)		(222,547	)

Common shares issued for cash		32,500		33		8,092		-			-			-			8,124
Net loss														(112,679	)		(112,679	)

Balance, March 31, 2008		24,587,753		24,588		7,831,503		-			-			(8,183,192	)		(327,102	)

Net loss														(137,409	)

Balance, June 30, 2008		24,587,753	$	24,588	$	7,831,503	$	-		$	-		$	(8,320,601	)	$	(327,102	)

See Accompanying Notes to Financial Statements

Can-Cal Resources Ltd.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

	For the Six Months Ended June 30,						March 22, 1995 (Inception) to June 30,
	2008			2007			2008
Cash flows from operating activities:
Net loss	$	(250,088	)	$	(286,738	)	$	(8,320,601	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization		5,995			6,021			243,320
Bad debts		-			-			207,100
(Gain) loss on sale of fixed assets		-			(3,701	)		(6,501	)
Stock based compensation		-			24,000			532,814
Stock issued for financing and interest		-			-			523,200
Beneficial conversion feature on convertible debts		-			-			25,200
Loss on disposal of investment property		-			-			938,600
Undistributed earnings of affiliate		-			-			(174,300	)
Gain on discontinued operations		-			-			(116,400	)
Loss on foreign currency translation		-			-			8,500
Decrease (increase) in assets:
Accounts receivable		-			3,600			-
Other current assets		(5,100	)		-			(95,800	)
Other assets		-			(34	)		(1,895	)
Increase (decrease) in liabilities:
Accounts payable		(4,531	)		(11,570	)		23,868
Accrued interest		28,071			24,231			339,391
Accrued officer salary		49,497			(51,256	)		160,149
Accrued payroll taxes		(21,395	)		-			458
Unearned revenues		37,686			11,225			47,061
Net cash used by operating activities		(159,865	)		(284,222	)		(5,665,836	)

Cash flows from investing activities:
Purchase of investment property		-			-			(1,083,600	)
Proceeds from sale of investment property		-			-			319,300
Purchase of property, equipment and mineral interests		-			(51,788	)		(768,644	)
Proceeds from sale of property, equipment and mineral interests		-			7,000			26,100
Net cash used in investing activities		-			(44,788	)		(1,506,844	)

Cash flows from financing activities:
Proceeds from notes payable		83,500			-			773,400
Principal payments on notes payable		-			-			(689,900	)
Proceeds from notes payable, related parties		40,000			-			727,800
Principal payments on notes payable, related parties		(4,920	)		(23,116	)		(332,170	)
Proceeds from issuance of common stock		8,125			292,145			6,766,377
Net cash provided by financing activities		126,705			269,029			7,245,507

Net increase (decrease) in cash		(33,160	)		(59,981	)		72,827
Cash, beginning of period		105,987			419,700			-

Cash, end of period	$	72,827		$	359,719		$	72,827

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

See Accompanying Notes to Financial Statements

CAN-CAL RESOURCES LTD

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

1.	BASIS OF PRESENTATION

The accompanying unaudited condensed 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, 2007 of Can-Cal Resources Ltd (“the Company”).

The interim condensed financial statements present the balance sheets, 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 (which include normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2008 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.

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation.

Exploration Stage Company

The Company is currently an exploration stage company. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. The Company has incurred net losses of $8,320,601 and used net cash in operations of $5,665,836 for the period from inception (March 22, 1995) through June 30, 2008. An entity remains in the exploration stage until such time as proven or probable reserves have been established for its deposits. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. To date, the exploration stage of the Company’s operations consists of contracting with geologists to sample and assess the mining viability of the Company’s claims.

2.	GOING CONCERN

The Company incurred a net loss of $250,088 for the six months ending June 30, 2008. Also, the Company’s current liabilities exceed its current assets by $972,130 as of June 30, 2008. 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 ERRORS

The Company has restated its previously issued June 30, 2007 financial statements for matters related to the following previously reported items: a purchase of mineral rights on a mining claim located in Mohave County, Arizona in exchange for 1,000,000 shares of the Company’s common stock was incorrectly valued in the prior year. The Company originally recorded an asset value of $18,500 based on the actual costs to maintain the claim annually, however, in accordance with SFAS 123(R) the purchase of the mineral rights should have been valued based on the fair market value of the underlying shares of common stock exchanged which amounted to $400,000 given the $0.40 closing stock price on the date of purchase. The accompanying financial statements for the six month period ending June 30, 2007 have been restated to reflect the corrections in accordance with Statement of Accounting Standards Board No. 154, “Accounting Change and Error Correction”. The following is a summary of the restatements for June 30, 2007:

CAN-CAL RESOURCES LTD

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

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 June 30, 2007 financial statements are summarized as follows:

Consolidated Balance Sheet as of June 30, 2007

	Previously Reported			Net Change		Restated
Assets
Current assets
Cash	$	359,719		$	-	$	359,719
Total current assets		359,719			-		359,719

Fixed assets, net		61,468			-		61,468

Other assets, net		49,134			381,500		430,634

	$	470,321		$	381,500	$	851,821

Current liabilities
Accounts payable	$	22,630		$	-	$	22,630
Accrued interest		286,731			-		286,731
Accrued officer salary		127,010			-		127,010
Accrued payroll taxes		70,089			-		70,089
Notes payable, related parties		358,184			-		358,184
Unearned revenues		20,625			-		20,625
Total current liabilities		885,269			-		885,269

Commitments and contingencies		-			-		-

Stockholders’ deficit
Preferred stock		-			-		-
Common stock		24,276			-		24,276
Additional paid-in capital		7,313,114			381,500		7,694,614
Accumulated deficit		(7,752,338	)		-		(7,752,338	)
Total stockholders’ deficit		(414,948	)		381,500		(33,448	)

	$	470,321		$	381,500	$	851,821

Also, in response to comments raised by the staff of the Securities and Exchange Commission (“SEC”) concerning the presentation of the financial statements included in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and our Quarterly Reports on Form 10-QSB for the quarter ended March 31, 2008, coupled with our own internal investigation, and discussions with our independent registered public accounting firm, we concluded on August 15, 2008 that the audited condensed financial statements included in our Annual Report for the year ended December 31, 2007 and the unaudited condensed financial statements included in our Quarterly Report on Form 10-QSB for the three months ended March 31, 2008, (collectively referred to herein as the “Financial Statements”), require restatement to correct the reporting of of mining transactions to be consistent with SEC Industry Guide 7, Description of Property by Issuers Engaged or to Be Engaged in Significant Mining Operations.

CAN-CAL RESOURCES LTD

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

Even though the Financial Statements have discussed the Company as and “exploration stage” company the Financial Statements present the Company as a “production stage” company through the omission of inception to date financial disclosures. SEC Industry Guide 7 defines a production stage company as one that has reserves that are proven or probable as evidenced by a reserve report. As we have not proven reserves, or began production as evidenced by our lack of significant revenues from our principal activity of mining, we would be considered an “exploration stage” company, rather than a production stage company.

To present the Company as an exploration stage company we will restate the Financial Statements to add a column disclosing “inception to date” amounts to the statements of operations and statements of cash flows. All other information was presented consistent with that of an exploration stage company.

4.	NOTES PAYABLE, RELATED PARTIES

Notes payable, related parties consisted of the following as of June 30, 2008:

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, matured February 2008 (currently in default)		25,114

Note payable to a stockholder, secured by real property, bearing
interest at 8.0% per annum, matured January 2008 (currently in default)		35,436

Unsecured promissory notes payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing May 7, 2009		15,080

Unsecured promissory notes payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing June 6, 2009		20,000

Current portion (amounts due within one year)	$	395,630

The Company is in default of its semi-annual interest payments in the total amount of $316,000 from 2002 through the present on a note payable of $300,000. The Company is currently negotiating forbearance on collection of the principle and interest. Interest expense was $29,264 and $28,887 for the six months ending June 30, 2008 and 2007, respectively.

5.	NOTES PAYABLE

Notes payable consisted of the following as of June 30, 2008:

Unsecured promissory note payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing March 10, 2009	$	22,000

Unsecured promissory note payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing April 7, 2009		7,500

Unsecured promissory note payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing March 10, 2009		12,000

Unsecured promissory note payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing June 2, 2009		12,000

Unsecured promissory note payable, bearing interest at 8.0% per annum,
and a default interest rate of 12.0% per annum, maturing June 6, 2009		30,000

Current portion (amounts due within one year)	$	83,500

CAN-CAL RESOURCES LTD

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

6.	CHANGES IN SECURITIES

1996

During 1996 the Company issued 3,441,217 shares of Can-Cal common stock to various investors resulting in cash proceeds of $628,400.

1997

On January 15, 1997 the Company issued 500,000 shares of Can-Cal common stock along with a cash payment of $100,000 in exchange for a 50% interest in S&S Joint Venture. Additionally, the Company agreed to loan the joint venture up to $48,000.

On February 13, 1997 the Board approved the acquisition of Scotmar Industries, Inc. 200,000 shares of Can-Cal common stock were issued in return for all of the issued and outstanding stock of the acquired company.

On October 27, 1997 the Board approved the issuance of 2,181,752 restricted common shares to ARUM, LLC to repay an existing debt of approximately $315,045.98 and to purchase a property located in San Bernadino County, California, known as the Pisgah property.

During November, 1997 the Board approved the sale of 124,683 restricted common shares to various investors.

During December, 1997 the Board approved the issuance of 42,000 restricted common shares in return for services rendered.

1998

In July, 1998 the Board approved the issuance 122,000 restricted common shares to various investors.

In October, 1998 the Board approved the sale of 172,450 restricted common shares to various investors.

During December, 1998 the Board approved the sale of 263,059 restricted common shares to various investors.

1999

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 of 295,500 shares of Can-Cal common stock to various investors.

On April 1, 1999 the Board approved the sale of 1,000 restricted common stock in return for equipment.

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

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

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

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

2000

On February 27, 2000, the Board of Directors approved the sale of 500,000 shares of common stock to three of its directors (all of whom reside in Canada), an offshore trust and another person affiliated with the Company.

On July 3, 2000, the Board of Directors exercised the option to acquire technology related to the extraction and processing of ore and, in accordance with the agreement with the two owners of that technology, issued 200,000 shares of Can-Cal's common stock to them.

On November 24, 2000, the Company borrowed $300,000 from a lender. As part of the transaction, the Company issued 45,000 shares of its common stock as a loan placement fee and granted the lender an option to purchase up to 300,000 shares of its common stock. On November 24, 2000, the lender exercised its option in full and purchased 300,000 shares of Can-Cal's common stock.

In July 2000 the Board of Directors authorized the sale of 74,009 shares of its common stock to eight persons, all of whom reside outside the United States. During the third quarter 46,670 shares were sold and the remaining 27,339 shares were sold during the fourth quarter. All of those shares were issued on December 15, 2000.

2001

In September, 2001, the Board of Directors authorized the sale of 20,000 shares of its common stock to an individual.

During October, 2001 the company signed an Investment Agreement with two funds (Dutchess Private Equities Fund LP and DRH Investment Company LLC) to sell to those funds up to $8,000,000 in common stock of the company, for a period of three years. In connection with the Investment Agreement, the company issued 606,059 shares of restricted common stock to Dutchess Fund and its advisor, and to a broker-dealer firm, for services valued at $400,000, to induce those entities to enter into the Investment Agreement and perform services contemplated under such agreement. The company also issued 37,000 shares of restricted common stock to the attorney for Dutchess Fund.

On November 2, 2001 the Board of Directors approved the sale of 82,888 shares of restricted common stock.

On December 12, 2001 the Board of Directors approved the sale of 40,000 shares of restricted common stock.

2002

On January 8, 2002, we sold 36,000 restricted common shares to three investors (one Canadian resident, and two private companies controlled and owned by Canadian residents) for $12,600 cash ($0.35 per share, representing a discount of approximately 50% from market price). These investors also were issued warrants to purchase 36,000 additional restricted shares, at a price of $0.35 per share; the warrants will expire January 8, 2004.

On February 11, 2002, 10,000 restricted common shares were sold to one investor (a Canadian resident) for $3,500 cash ($0.35 per share, representing a discount of approximately 50% from market price). This investor also was issued warrants to purchase 10,000 additional restricted shares, at a price of $0.35 per share; the warrants will expire February 11, 2004. Complete information about the company was provided to these investors. These shares and warrants were sold pursuant to the exemption provided by Regulation S of the 1933 Act. No commissions were paid.

On January 31, 2002, we issued 309,677 restricted common shares to a lender (First Colony Merchant) for payment of past due and current interest on debt, $119,800. No commissions were paid.

From March 1, 2002 through June 3, 2002, 369,600 restricted common shares were issued to 48 investors (all Canadian residents or companies controlled and owned by Canadian residents) for $92,400 cash ($0.25 per share, representing discounts ranging from 0% to approximately 50% from market prices at the time of issuance). These investors also were issued warrants to purchase 369,600 additional restricted shares, at a price of $0.25 per share; the warrants will expire two years from the date of issuance. No commissions were paid.

On June 21, 2002, 40,000 restricted common shares were issued to Financial Communications Corp. for public relations services, valued at approximately $14,000.

From July 1, 2002 through December 24, 2002, 609,720 restricted common shares were issued to 20 investors (19 whom are Canadian residents or companies controlled and owned by Canadian residents, and one who is a resident of Great Britain) for $152,400 cash ($0.25 per share, representing prices that ranged from 22% over market to approximately 40% below market prices at the time of issuance). The investors also were issued warrants to purchase a total of 609,720 additional restricted shares, at a price of $0.25 per share; the warrants will expire two years from the date of issuance. No commissions were paid.

During September 2002, the Company issued 32,281 shares of the Company's common stock for $5,500 in cash related to the Dutchess Private Equities Fund, net of offering costs of $200, and issued 30,000 shares to Joseph B. LaRocco, attorney for Dutchess Fund and DRH Investment Company, LLC for legal services to such entities.

During October 2002, the Company issued 35,679 shares of the Company's common stock for $4,600 in cash related to the Dutchess Private Equities Fund, net of offering costs of $700.

In November 2002, the Company issued 52,292 restricted common shares to four individuals in exchange for various services, valued at approximately $9,900.

2003

During 2003, 673,410 restricted common shares were issued to 19 Canadian residents or companies controlled and owned by Canadian resident investors for $134,682 and 150,000 restricted common shares were issued to 12 U.S. resident investors for $30,000 (all shares were priced at $0.20 per share, representing premiums of up to 25% and discounts ranging from 0% to approximately 25% from market prices at the time of issuance). With respect to 237,410 restricted common shares, the investors were also issued warrants to purchase 474,820 additional restricted common shares and with respect to 473,500 restricted common shares, the investors were also issued warrants to purchase 473,500 additional restricted common shares; all warrants were priced at $0.20 per share and will expire two years from the date of issuance. With respect to 112,500 restricted common shares, the investors were also issued 112,500 warrants to purchase additional restricted common shares, at a price of $0.25 per share for a period of two years from the date of issuance. The shares and warrants were sold to Canadian investors pursuant to the exemption provided by Regulation S of the 1933 Act, and the shares and warrants sold to U.S. investors were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

During 2003, 364,305 restricted common shares were issued in conversion of $35,000 principal and interest on a debenture held by Dutchess Fund. The conversion prices were $0.099 for 50,710 shares ($5,000 of the debenture); $0.112 for 44,643 shares ($5,000 of the debenture); $0.061 for 81,433 shares ($5,000 of the debenture); $0.067 for 75,075 shares ($5,000 of the debenture); and $0.1334 for 112,444 shares ($15,000 of the debenture). All of the prices were determined by the conversion formula in the debenture (80% of the average bid prices for the three lowest (out of 15) trading days before conversion. These shares were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

During 2003, 205,166 restricted common shares in payment of $31,500 of services by Luis Vega, consulting geologist. The per share price was determined by dividing the amount owed by the average closing price of the company's stock for each day's service. These shares were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

On March 14, 2003, 24,960 restricted common shares were issued to Catherine Nichols, a Canadian resident, for marketing services amounting to $5,000. The price per share was based on the average closing share price for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

During the period from July 15 to December 31, 2003, 112,326 restricted common shares in payment of $22,250 of investor relations services by Jeffrey Whitford, a Canadian resident who is a consultant to the company. The price per share was based on the average monthly closing share prices for the period. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

33,600 restricted common shares were issued to pay $4,200 of legal services provided by Stephen E. Rounds, outside company counsel. The price per share was based on the average closing share price for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

On December 30, 2003, 5,208 restricted common shares were issued to Terry Brown, a Mexican resident, for technical consulting services amounting to $1,250. The price per share was based on the average closing share price for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

2004

During 2004, 2,255,586 restricted common shares were issued to 107 Canadian residents or companies controlled and owned by Canadian resident investors for $431,425 and 10,000 restricted common shares were issued to one U.S. resident investor for $2,000 (245,000 shares were priced at $0.18 per share, 1,620,131 shares were priced at $0.20 per share, 261,200 shares were priced at $0.25 per share, and 139,255 shares were issued as a 25% premium on the conversion of warrants, representing premiums of up to 25% and discounts ranging from 0% to approximately 25% from market prices at the time of issuance). With respect to 1,319,308 of these restricted common shares, the investors were also issued warrants to purchase 1,259,308 additional restricted common shares at $0.25 per share and 60,000 additional restricted common shares at $0.20 per share. With respect to 245,000 restricted common shares, the investors were also issued warrants to purchase 245,000 additional restricted common shares at $0.25, and with respect to another 245,000 restricted common shares, the investors were also issued warrants to purchase 245,000 additional restricted common shares at $0.50 per share. Of these, we also sold 5,000 shares to a director of the Company for proceeds of $1,000 and issued warrants to purchase 5,000 restricted common shares, exercisable at $0.25 per share for a two year period. All warrants will expire two years from the date of issuance. The shares and warrants were sold to Canadian investors pursuant to the exemption provided by Regulation S of the 1933 Act, and the shares and warrants sold to U.S. investors were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

During 2004, 702,760 restricted common shares were issued in conversion of $99,657 principal and interest on a debenture held by Dutchess Fund. The conversion prices were $0.216 for 92,593 shares ($20,000 of the debenture); $0.160 for 31,250 shares ($5,000 of the debenture); $0.144 for 34,722 shares ($5,000 of the debenture); $0.128 for 544,195 shares ($69,657 of the debenture). All of the prices were determined by the conversion formula in the debenture (80% of the average bid prices for the three lowest (out of 15) trading days before conversion). These shares were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

During 2004, 215,336 restricted common shares were issued in payment of $40,932 of services by Luis Vega, consulting geologist. The price per share was determined by dividing the amount owed by the average closing price of the company's stock for each day's service. These shares were sold pursuant to the exemption provided by section 4(2) of the 1933 Act.

On February 4, 2004, 10,000 restricted common shares were issued to Yvonne St. Pierre, a Canadian resident, for computer-related services, in the amount of $2,500. These shares were issued pursuant to the exemption provided by Regulation S of the 1933 Act.

Between February 10 and March 31, 2004, 75,000 restricted common shares were issued to Jeff Whitford, a Canadian resident, for investor relation services, in the amount of $15,000. In addition, Mr. Whitford received 50,000 warrants at an exercise price of $0.20 per share; the warrants will expire between February 2006 and March 2006. The warrants were valued at $12,200 utilizing the Black Scholes model. These shares were issued pursuant to the exemption provided by Regulation S of the 1933 Act.

On December 22, 2004, 2,500 restricted common shares were issued to Karen Barra, a U.S. resident, for services amounting to $500. The price per share was $0.20 based on private placement offering for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

During 2004, 15,367 restricted common shares were issued in payment of accounts payable amounting to $3,842. The price per share was based on the average closing share price for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

During 2004, 87,388 restricted common shares were issued to Terry Brown, a Mexican resident, for technical consulting services amounting to $15,247. The price per share was based on the average closing share price for the period during which the services were rendered. These shares were sold pursuant to the exemption provided by Regulation S of the 1933 Act.

On March 1, 2004, in connection with the conversion of $82,687 in notes payable and $225,595 in accrued officers' salary payable, we issued 1,233,127 restricted common shares at $0.25 per share and 1,233,127 warrants, with an exercise price of $0.30 and expiring on March 1, 2006, to two officers, two directors, and a former director and his insurance agency. These persons and the insurance agency are accredited investors.

2005

During the twelve months ended December 31, 2005, we sold 712,500 restricted common shares to 21 Canadian residents for a total of $142,500, and issued warrants to purchase 712,500 restricted common shares, exercisable at $0.25 per share. These securities were issued in private transactions in reliance on the exemption from registration with the SEC provided by Regulation S.

A prior U.S. shareholder exercised other warrants, at exercise prices ranging from $0.22, for proceeds of $11,000, which resulted in the issuance of 50,000 restricted common shares. These securities were issued in private transactions in reliance on the exemption available under Section 4(2) of the 1933 Act.

We also issued, for services, 349,545 restricted common shares for a total value of $69,800 valued at fair market value at date of issuance and granted 13,575 warrants (exercisable for two years at $0.25 per share) valued at fair market value at date of issuance. These securities were issued to two Canadian residents, and one Mexican Corporation in reliance on the exemption from registration available under Regulation S, and one U.S. resident, in reliance on the exemption provided by Section 4(2) of the 1933 Act.

2006

During the twelve months ended December 31, 2006, we sold 2,622,213 restricted common shares to 76 Canadian residents, 8 US residents, 5 Israeli Nationals and 1 Swiss National for a total of $688,000, and issued warrants to purchase 2,348,213 restricted common shares, exercisable between $0.25 to $.45 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 U.S. citizen, in reliance on the exemption available under Section 4(2) of the 1933 Act.

We also issued, for services, 8,500 restricted common shares for a total value of $2,325 and these securities were issued to one U.S. resident in reliance on the exemption provided by Section 4(2) of the 1933 Act.

On July 3, 2006, the Company issued 2,200 shares of its par value common stock for services received by an individual. As of September 30, 2006, the Company recorded consulting expense in the amount of $462, the fair value of the shares issued on the date of grant. Additionally, the Company granted a warrant to purchase 2,200 shares of the Company's common stock at an exercise price of $0.25 for a period of 2 years. The Company recorded an expense in the amount of $373, the fair value of the warrant on the date of grant. Fair value was determined using the Black Scholes option pricing model based on the following assumptions: expected dividends: $-0-; volatility: 187%; risk free interest rate: 5.12%.

On July 3, 2006, the Company issued 8,800 shares of its par value common stock for services received from an individual. As of September 30, 2006, the Company recorded consulting expense in the amount of $2,200, the fair value of the shares issued on the date of grant. Additionally, the Company granted a warrant to purchase up to 8,800 shares of the Company's common stock at an exercise price of $0.25 for a period of 2 years. The Company recorded an expense in the amount of $1,812, the fair value of the warrant on the date of grant. Fair value was determined using the Black Scholes option pricing model based on the following assumptions: expected dividends: $-0-; volatility: 187%; risk free interest rate: 5.12%.

On July 3, 2006, an officer of the Company elected to convert half of his accrued salary in exchange for 385,714 shares of common stock valued at $81,000, the fair value of the shares issued on the date of grant. Additionally, the Company granted a warrant to purchase up to 385,714 shares of the Company's common stock at an exercise price of $0.25 for a period of two years. The Company recorded an expense in the amount of $65,418, the fair value of the warrant on the date of grant. Fair value was determined using the Black Scholes option pricing model based on the following assumptions: expected dividends: $-0-; volatility: 187%; risk free interest rate: 5.12%.

On July 3, 2006, the Company issued 56,821 shares of its common stock for conversion of a note in the amount of $11,932 from a shareholder of the Company. Additionally, the Company granted a warrant to purchase up to 56,821 shares of the Company's common stock at an exercise price of $0.25 for a period of two years. The Company recorded an expense in the amount of $9,637, the fair value of the warrant on the date of grant. Fair value was determined using the Black Scholes option pricing model based on the following assumptions: expected dividends: $-0-; volatility: 187%; risk free interest rate: 5.12%.

On July 11, 2006, the Company issued 206,767 shares of its par value common stock pursuant to the convertible debenture agreement entered into on January 24, 2006 whereby the Company received a $40,000 convertible at a rate of $0.20 per share bearing interest of 10% per annum. The note holder elected to convert all accrued interest totaling $1,895 into 6,767 shares of the Company's par value common stock.

On August 22, 2006, the Company entered into an agreement to purchase mining claims located in Mohave County, Arizona in exchange for 1,000,000 shares of the Company's par value common stock. The Company recorded an asset totaling $400,000, the fair value of the underlying shares.

2007

During the twelve months ended December 31, 2007, we sold 1,238,167 restricted common shares to 72 Canadian residents and 4 US residents for a total of $375,534 and issued warrants to purchase 492,795 restricted common shares, exercisable between $0.35 to $.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 U.S. citizen, in reliance on the exemption available under Section 4(2) of the 1933 Act.

On April 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. The common stock was rendered to a U.S. citizen, in reliance on the exemption available under Section 4(2) of the 1933 Act. The shares were valued at a total of $22,000. In addition to monthly cash payments of $3,500 per month the Company has recorded debt forgiveness of $147,419 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.

On June 29, 2007, the Company also issued 4,000 shares of restricted common stock for services rendered to a U.S. citizen, in reliance on the exemption available under Section 4(2) of the 1933 Act. The shares were valued at a total of $2,000.

2008

During the three months ending March 31, 2008, the Company sold 32,500 restricted shares of common stock along with warrants to purchase an additional 32,500 shares of the Company’s common stock to various accredited Canadian and US citizens for total proceeds of $8,125. The warrants were fully vested, are exercisable at $0.35 per share, and expire two years from the date of issuance. These securities were issued in private transactions, with respect to the Canadian resident, in reliance on the exemption from registration with the SEC provided by Regulation S, and with respect to the U.S. citizen, in reliance on the exemption available under Section 4(2) of the 1933 Act.

Previously issued warrants to purchase 431,000 shares of the Company’s common stock expired during the six months ending, June 30, 2008.

7.	COMMITMENTS AND CONTINGENCIES

Operating lease - The Company operates from a leased facility in Nevada under a month to month basis. The lease calls for monthly base rent of approximately $1,500.

8.	SUBSEQUENT EVENTS

During July of 2008 the Company received a total of $175,000 from three of the Company’s shareholders. The unsecured promissory notes bear interest at 8% and matures at various dates in June and July of 2009.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

(a) Plan of Operation.

Can-Cal Resources Ltd. is a public company engaged in seeking the acquisition and exploration of metals mineral properties. As part of its growth strategy, the Company will focus its future activities in the USA, with an emphasis on the Pisgah Mountain, California property and the Wikieup, Arizona property.

The Company has discontinued all industrial sales for the volcanic materials located on the Pisgah property in California subject to the finalization of the current analytical program.

At May 19, 2008, we had approximately $30,209 cash available to sustain operations. Accordingly we are uncertain as to whether the Company may continue as a going concern. While we may seek additional investment capital, or possible funding or joint venture arrangements with other mining companies, we have no assurance that that such investment capital or additional funding and joint venture arrangements will be available to the Company.

(b) Results of Operations for the Three Months Ended June 30, 2008 and 2007.

The following table summarizes selected items from the statement of operations for the three months ended June 30, 2008 compared to June 30, 2007.

EXPENSES:

	Three Months Ended June 30,
	2008			2007			Increase / (Decrease)
	Amount			Amount			$			%

Expenses:
Exploration costs	$	20,991		$	55,635		$	(34,644	)		(62	%)
Depreciation		2,998			3,816			(818	)		(21	%)
General & administrative expenses		85,645			58,251			27,394			47	%
Officer compensation		29,008			32,886			(3,878	)		(12	%)
Total operating expenses		138,642			150,588			(11,946	)		(8	%)

Loss from operations		(138,642	)		(150,588	)		(11,946	)		(8	%)

Other income (expense):
Interest income		4			3,505			(3,501	)		(100	%)
Rental revenue		16,689			5,625			11,064			197	%
Loss on sale of equipment		-			3,701			(3,701	)		(100	%)
Interest expense		(15,460	)		(14,307	)		(1,153	)		(8	%)
Total other income (expense)		1,233			(1,476	)		2,709			184	%

Net loss	$	(137,409	)	$	(152,064	)	$	(14,655	)		(10	%)

Exploration costs

Exploration costs for the three months ended June 30, 2008 decreased by $34,644 or 62% from $55,635 for the three months ended June 30, 2007 to $20,991 for the three months ended June 30, 2008. The decrease is due to our efforts to scale back on further research as a result of the Cease Trade Order issued by the British Columbia Securities Commission and therefore causing the inability to provide Private Placement funding necessary to maintain operations.

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 June 30, 2008 decreased by $818 or 21% from $3,816 for the three months ended June 30, 2008 to $2,998 for the three months ended June 30, 2008. The decrease is principally due to less equipment on hand to depreciate after the sale of equipment towards the end of the three month period ending June 30, 2007.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2008 increased by $27,394 or 47% from $58,251 for the three months ended June 30, 2007 to $85,645 for the three months ended June 30, 2008. The increase is principally due to increased costs to maintain the office, including increased utility costs and payroll and payroll taxes associated with moving some of the administrative functions in house.

Officer compensation

Officer compensation for the three months ended June 30, 2008 decreased by $3,878 or 12% from $32,886 for the three months ended June 30, 2007 to $29,008 for the three months ended June 30, 2008.

Total operating expenses

Total operating expenses for the three months ended June 30, 2008 decreased by $11,946 or 8% from $150,588 for the three months ended June 30, 2007 to $138,642 for the three months ended June 30, 2008. The decrease in total operating expenses was mainly a result of management’s efforts to scale back exploration costs until the Company has the resources to effectively explore the claims that have been obtained.

Other income (expense)

Interest income for the three months ended June 30, 2008 decreased by $3,501 or 100% from $3,505 for the three months ended June 30, 2007 to $4 for the three months ended June 30, 2008. Interest income relates to interest earned on cash received as a result of financing activities, of which less was on hand during the three months ended June 30, 2008 compared to the same period in 2007.

Rental revenue for the three months ended June 30, 2008 increased by $11,064 or 197% from $5,625 for the three months ended June 30, 2007 to $16,689 for the three months ended June 30, 2008. Rental revenue relates to income derived from the rental of the Company’s land for the purposes of filming movies or photo shoots. More photo shoots, including a television commercial, were performed during the three months ended June 30, 2008 compared to the same period in 2007.

Interest expense for the three months ended June 30, 2008 increased by $1,153 or 8% from $14,307 for the three months ended June 30, 2007 compared to $15,460 for the three months ended June 30, 2008.

Net loss

Our net loss was $137,409 for the three months ended June 30, 2008 compared to a net loss of $152,064 for the three months ended June 30, 2007. 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 six months ended June 30, 2008 compared to June 30, 2007.

EXPENSES:

	Six Months Ended June 30,
	2008			2007			Increase / (Decrease)
	Amount			Amount			$			%
Expenses:
Exploration costs	$	38,905		$	102,943		$	(64,038	)		(62	%)
Depreciation		5,995			6,021			(26	)		-	%
General & administrative expenses		142,640			106,745			35,895			34	%
Officer compensation		60,000			64,052			(4,052	)		(6	%)
Total operating expenses		247,540			279,761			(32,221	)		(12	%)

Loss from operations		(247,540	)		(279,761	)		(32,221	)		(12	%)

Other income (expense):
Interest income		102			6,959			(6,857	)		(99	%)
Rental revenue		26,614			11,250			15,364			137	%
Loss on sale of equipment		-			3,701			(3,701	)		(100	%)
Interest expense		(29,264	)		(28,887	)		377			1	%
Total other income (expense)		(2,548	)		(6,977	)		(4,429	)		(63	%)

Net loss	$	(250,088	)	$	(286,738	)	$	(36,650	)		(13	%)

Exploration costs

Exploration costs for the six months ended June 30, 2008 decreased by $64,038 or 62% from $102,943 for the six months ended June 30, 2007 to $38,905 for the six months ended June 30, 2008. The decrease is due to our efforts to scale back on further research as a result of the Cease Trade Order issued by the British Columbia Securities Commission and therefore causing the inability to provide Private Placement funding necessary to maintain operations.

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 six months ended June 30, 2008 decreased by $26 or -% from $6,021 for the six months ended June 30, 2008 to $5,995 for the six months ended June 30, 2008. The decrease is principally due to less equipment on hand to depreciate after the sale of equipment towards the end of the three month period ending June 30, 2007.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2008 increased by $35,895 or 34% from $106,745 for the six months ended June 30, 2007 to $142,640 for the six months ended June 30, 2008. The increase is principally due to increased costs to maintain the office, including increased utility costs, payroll, and payroll taxes associated with moving some of the administrative functions in house.

Officer compensation

Officer compensation for the six months ended June 30, 2008 decreased by $4,052 or 6% from $64,052 for the six months ended June 30, 2007 to $60,000 for the six months ended June 30, 2008.

Total operating expenses

Total operating expenses for the six months ended June 30, 2008 decreased by $32,221 or 12% from $279,761 for the six months ended June 30, 2007 to $247,540 for the six months ended June 30, 2008. The decrease in total operating expenses was mainly a result of management’s efforts to scale back exploration costs until the Company has the resources to effectively explore the claims that have been obtained.

Other income (expense)

Interest income for the six months ended June 30, 2008 decreased by $6,857 or 99% from $6,959 for the six months ended June 30, 2007 to $102 for the six months ended June 30, 2008. Interest income relates to interest earned on cash received as a result of financing activities, of which less was on hand during the six months ended June 30, 2008 compared to the same period in 2007.

Rental revenue for the six months ended June 30, 2008 increased by $15,364 or 137% from $11,250 for the six months ended June 30, 2007 to $26,614 for the six months ended June 30, 2008. Rental revenue relates to income derived from the rental of the Company’s land for the purposes of filming movies or photo shoots. More photo shoots, as well as, television commercials were performed during the six months ended June 30, 2008 compared to the same period in 2007.

Interest expense for the six months ended June 30, 2008 increased by $377 or 1% from $28,887 for the six months ended June 30, 2007 compared to $29,264 for the six months ended June 30, 2008.

Net loss

Our net loss was $250,088 for the six months ended June 30, 2008 compared to a net loss of $286,738 for the six months ended June 30, 2007. 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 June 30, 2008 compared to December 31, 2007.

	June 30, 2008			December 31, 2007			Increase / (Decrease)
							$			%
Current Assets	$	77,927		$	105,987		$	(28,060	)		(26	%)

Current Liabilities	$	1,050,057		$	842,149		$	207,908			25	%

Working Capital (deficit)	$	(972,130	)	$	(831,552	)	$	140,608			17	%

Internal and External Sources of Liquidity

During the six months ended June 30, 2008 and 2007, our operating and investing activities used cash of $159,865 and $284,222, respectively, while our financing activities provided cash of $126,705 and $269,029, respectively. 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.

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, 2008, 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. There can be no assurance that we will raise capital through any of these means.

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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions in accordance with the required "disclosure controls and procedures" as defined in Rule 13a-15(e). The Company’s disclosure and control procedures are designed to provide reasonable assurance of achieving their objectives, and the principal executive officer and principal financial officer of the Company concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

At the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based of the foregoing, the principal executive officer and principal financial officer of the Company concluded that the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management including the Company’s principal executive officer and principal financial officer to allow timely decisions regarding required disclosure.

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

The Company is not currently a party to litigation. The British Columbia Securities Commission (BCSC) has recently required, and in July 2008 the Company obtained, technical reports prepared by a Qualified Person under National Instrument 43-01 “Standards of Disclosure for Mineral Projects” (“NI 43-101”). As a result of the tests, the Company withdraws its previously announced results in a press release dated August 28, 2006 and in its Company Newsletter of November 21, 2006 for its Wikieup and Pisgah projects, retracting its previous disclosure of mineral reserves, mineral resources, other estimates of tons and grade, and any other economic analyses of each of its mineral properties, including Wikieup and Pisgah.

Additionally, the BCSC has also requested documentation regarding all subscribers to the Company stock who are resident in British Columbia. The Company is cooperating with the requested production.

The BCSC, at the time of the BCSC order requiring the Company’s production of the NI 43-101 report, suspended trading of the Company’s stock in British Columbia until satisfactory completion of the 43-101 reports. The Company believes that has met its obligations under the BCSC order, and anticipates that the BCSC will lift the suspension of the trading of its stock

ITEM 2. CHANGES IN SECURITIES.

The Company neither sold nor issued securities during the quarter ended June 30, 2008.

Previously issued warrants to purchase 23,500 shares of the Company's common stock expired during the three months ending March 31, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company is in default on a note payable for $300,000 and its semi- annual interest payments of $280,000 for the years ended 2002 - 2007, and the three months ended March 31, 2008. The Company is currently negotiating forbearance on collection of the principal and interest.

The Company is also in default on two notes payable to a stockholder, which matured in January 2008 and February 2008, respectively. The principal amount of each note is $25,114 and $35,436, with accrued interest of $1,362 and $1,922 respectively. Each note bears interest at 8.0% per annum and is secured by real property. The Company is currently negotiating forbearance on collection of the principal and interest of each note.

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

31.1 Certification under Rule 13a-14(a)

32.1 Certification under Rule 13a-14(b)

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 19, 2008	By:	/s/ Ronald D. Sloan
		RONALD D. SLOAN, Chief Executive Officer and President

Can Cal Resources (CCRE) 10-Q/A2008 Q2 Quarterly report (amended)