SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 and 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 10, 2001 (October 4, 2001) CAN-CAL RESOURCES LTD. -------------------------------------------------------------------------------- Exact Name of Registrant as Specified in its Charter) Nevada 0-26669 88-0336988 ------------------------------ ----------------------- ------------------- (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 8221 Cretan Blue Lane Las Vegas, Nevada 89128 --------------------------------------------------------- ------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (702) 243-1849 Not Applicable -------------------------------------------------------------------------------- (Former Name, Former Address or Former Fiscal Year, if Changed From Last Report) ITEM 5. OTHER EVENTS The registrant Can-Cal Resources Ltd. has signed an Investment Agreement with Dutchess Private Equities Fund, LP and DRH Investment Company, LLC, pursuant to which Dutchess Private Equities Fund, LP and DRH Investment Company, LLC are committed to purchase up to $8,000,000 of common stock from Can-Cal Resources Ltd., from time to time and in amounts as determined pursuant to the Investment Agreement. The Investment Agreement and Registration Rights Agreement are filed as exhibits to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description 10.21 Investment Agreement * 10.22 Registration Rights Agreement * * Filed herewith 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CAN-CAL RESOURCES LTD. Dated: October 10, 2001 By: /s/ Ronald D. Sloan ------------------------------- RONALD D. SLOAN, President 3