UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October ~~[_]~~18, 2019

CAN-CAL RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Nevada

000-26669

86-0865852

(State or other jurisdiction of
incorporation)

(Commission
File Number)

IRS Employer

Identification No.)

542 Springfield Avenue

Red Deer, Alberta, Canada T4N 0C7

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code) (403) 342-6221

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

Item

8.01 Other Events.

On October ~~[ ]~~21, 2019, Can-Cal Resources Ltd. (the “Company”, “Can-Cal”, “we” and “us”) filed a press release ~~announcing~~disclosing the ~~appointment~~matters ofdiscussed ~~certain~~below ~~directors to the Board of Directors, as previously disclosed~~ in ~~the~~this ~~Current~~Item ~~Report on Form~~ 8~~-K filed by the Company on September 9, 2019, and certain other matters also discussed below~~.01. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.

~~The~~As ~~Board~~previously ofdisclosed ~~Directors~~by ofthe Company in the Current Report on Form 8-K filed by the Company iswith ~~currently~~the Securities and Exchange Commission on October 9, 2019, the Company has been in discussions with various groups ~~seeking~~regarding tothe ~~commercially~~commercial ~~process~~processing ~~the~~of ~~Company’s~~ Pisgah resource material. ~~Before~~While ~~end~~a offinal ~~2019~~agreement has not been reached regarding such processing, ita isMemorandum ~~expected~~of ~~that~~Understanding an(MOU) ~~agreement~~has ~~with~~been entered atinto ~~least~~with ~~one~~an ~~group~~interested ~~will~~party beand ~~finalized.~~the ~~When~~Company ~~possible,~~has ~~further information~~received ~~will~~funds bein ~~available~~the ~~via~~amount ~~additional~~of ~~press~~$100,000 ~~releases~~pursuant ~~along~~to ~~with~~the ~~Form~~terms 8of the non-Kbinding ~~filings~~MOU.

~~Currently,~~The Board ~~Thayer~~of ~~O’Neal~~Directors ~~Company LLC, is in the process~~ of ~~auditing~~ the Company’s ~~2018~~(the ~~year-end~~“Board”) ~~financial~~has ~~statements,~~approved ~~and reviewing~~ the ~~Company’s~~use ~~first,~~of ~~second~~such ~~and~~funds ~~third quarter 2019, unaudited financial statements. The Company plans~~ to ~~file~~reduce ~~its~~payables ~~Annual Report on Form 10-K~~ for ~~the year ended December 31~~accounting, auditing ~~2018,~~ and ~~its quarterly reports~~ for ~~the~~other ~~quarters~~operating ~~ended~~expenses ~~March~~deemed ~~31,~~essential ~~June~~at 30this ~~and September 30, 2019 as soon as such audit and review processes are complete~~time.

~~Item~~The ~~9.01 Financial~~Board is ~~Statements~~hopeful that a binding and ~~Exhibits~~definitive agreement can be reached in connection with the commercial processing of the Company’s Pisgah resource material by year end.

~~(d) Exhibits~~The Board reminds shareholders that it will not respond to individual requests for information and answers which responses may constitute non-public information and instead the Board plans to publicly disclose, through Current Reports on Form 8-K and/or press releases, all future developments regarding the Company and the processing of the Company’s Pisgah resource.

Exhibit Number		Description of Exhibit
99.1		Press release dated October [ ], 2019

Item 9.01

Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

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 thereunto duly authorized.

Exhibit Number		Description of Exhibit
99.1		Press release dated October 21, 2019

	CAN-CAL RESOURCES LTD.
Date: October __, 2019	By: /s/ Casey Douglass
	Casey Douglass
	Chairman of the Board

2SIGNATURES

~~EXHIBIT~~Pursuant ~~INDEX~~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 thereunto duly authorized.

Exhibit Number		Description of Exhibit
	CAN-CAL RESOURCES LTD.
99.1		Press release dated October [ ], 2019
Date: October 21, 2019	By: /s/ Casey Douglass
	Casey Douglass
	Chairman of the Board

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press release dated October 21, 2019

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