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.
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              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
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               (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


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                                   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


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