CAN-CAL RESOURCES LTD. 8224 OCEAN GATE WAY LAS VEGAS, NEVADA 89128 Tel 702.243-1849 Fax 702.243.1869 May 21, 2004 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street NW Washington, D.C. 20549 Re: Can-Cal Resources Ltd. Withdrawal of Registration Statement on Form SB-2 SEC File No. 333-98059 Dear Commissioners: Pursuant to rule 477(a) of the Securities Act of 1933, Can-Cal Resources Ltd. (the "Company") hereby requests that the Securities and Exchange Commission issue an order of withdrawal of the Company's entire registration statement on Form SB-2 (333-98059), which was initially filed with the Commission on August 14, 2002. The subject registration statement has not been declared effective. No securities have been offered for sale, or sold, under the subject registration statement. If you have any questions regarding this application, please contact our securities counsel, Stephen E. Rounds, at 303.377.6997. Sincerely, Can-Cal Resources Ltd. By: /s/ Anthony F. Ciali -------------------------------------- Anthony F. Ciali, Chief Executive Officer