U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SEC File Number
FORM 12B-25 0-29669
CUSIP Number
NOTIFICATION OF LATE FILING 134705 10 2
(Check One):
[X] Form 10-K and Form 10-KSB [ ]Form 20-F [ ] Form 11-K
[ ]Form 10-Q and 10-QSB [ ]Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
- --------------------------------------------------------------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type. Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates.
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full name of Registrant: Can-Cal Resources Ltd.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
8221 Cretan Blue Lane
City, State and Zip Code: Las Vegas, NV 89128
1
- --------------------------------------------------------------------------------
Part II - Rules 12b-25(b) and (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
X be filed on or before the fifteenth calendar day following the
--- prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
- --------------------------------------------------------------------------------
Part III - Narrative
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
Management, in conjunction with the Company's auditors, is still
working to complete the necessary financial reports for the period
ended December 31, 2001. Such completion has been delayed because the
Company has received on March 8, 2002 accounting and legal comments
from the SEC regarding the Company's Form SB-2 registration statement
for an equity line financing. When the necessary work has been
completed on the financial reports and narrative disclosures for both
the Form 10-KSB and the Form SB-2, those documents will be filed with
the SEC. The Form 10-KSB will be filed by April 15, 2002.
2
- --------------------------------------------------------------------------------
Part IV - Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification.
STEPHEN E. ROUNDS, Special Counsel (303) 377-6997
(2) Have all other periodic reports required under section 13 or
15(d)of the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If the answer is no, identify reports(s).
[ X ]Yes [ ]No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ X ]Yes [ ]No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
As stated in Part III above, the Company is in the process of
responding to SEC comments, including accounting comments which will
cause a restatement of 2000 financial statements to reflect impairment
of asset expenses (write off of exploration expenses previously
capitalized). Any present comment on possible variance between 2000
and 2001 operating results would be speculative until the financial
statement revisions to comply with SEC comments are completed.
CAN-CAL RESOURCES LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2002 By: /s/ Ronald D. Sloan
---------------------- ---------------------------------------
Ronald D. Sloan,
President
3