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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment No. 1

(Mark One)


x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2011

or


¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 000-26669


CAN-CAL RESOURCES LTD.

(Exact name of registrant as specified in its charter)


Nevada

 

86-0865852

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


8205 Aqua Spray Ave.

 

 

Las Vegas, Nevada

89128

(Address of principal executive offices)

 

(Zip Code)


Registrant’s telephone number, including area code (702) 243-1849


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

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

  Preferred Stock, $0.001 par value, 5% cumulative


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

  ¨Yes  x No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

               ¨Yes  x No


Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

¨Yes  x No




Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

 ¨Yes  x No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨Yes  x No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨

    Accelerated filer ¨


Non-accelerated filer ¨  (Do not check if a smaller reporting company)

Smaller reporting company x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨       No x


The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,413,913 as of June 30, 2011 (computed by reference to the last sale price of a share of the registrant’s Common Stock on that date as reported by OTC Bulletin Board). The voting stock held by non-affiliates on that date consisted of 35,347,819 shares of common stock.


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 39,717,911 shares of common stock, $0.001 par value, outstanding on March 27, 2011.


Documents Incorporated by Reference


List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.





EXPLANATORY NOTE


The sole purpose of this Amendment No. 1 to Can-Cal Resources Ltd. Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 30, 2012 (the “Form 10-K”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).


No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.


Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.





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PART IV

ITEM 15. EXHIBITS.


(c) 3. Exhibit Index


 

 

 

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

10*

Form of Mineral Lease Agreement

 

10-K

12/31/11

10

03/30/12

31.1*

Certification of G. Michael Hogan pursuant to Section 302 of the Sarbanes-Oxley Act

 

10-K

12/31/11

31.1

03/30/12

31.2*

Certification of G. Michael Hogan pursuant to Section 302 of the Sarbanes-Oxley Act

 

10-K

12/31/11

31.2

03/30/12

32*

Certification of G. Michael Hogan pursuant to Section 906 of the Sarbanes-Oxley Act

 

10-K

12/31/11

32

03/30/12

99.1*

Summary of Significant Details Regarding Pigsah, Wikeiup, Cerbat and the Owl Canyon Properties

 

10-KSB/A

12/31/07

99.1

03/11/09

99.7*

Press Release stated February 19, 2010

 

8-K

 

 

02/25/10

99.8*

Press Release stated January 4, 2011

 

8-K

 

 

01/04/11

99.9*

Press Release stated February 23, 2011

 

8-K

 

 

03/03/11

99.10*

Press Release stated January 31, 2012

 

8-K

 

 

01/31/12

101.INS**

XBRL Instance Document

X

 

 

 

 

101.SCH**

XBRL Schema Document

X

 

 

 

 

101.CAL**

XBRL Calculation Linkbase Document

X

 

 

 

 

101.DEF**

XBRL Definition Linkbase Document

X

 

 

 

 

101.LAB**

XBRL Labels Linkbase Document

X

 

 

 

 

101.PRE**

XBRL Presentation Linkbase Document

X

 

 

 

 


*These exhibits were previously filed as exhibits to Can-Cal Resouces Ltd.  Annual Report on Form 10K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 30, 2012.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.




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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CAN-CAL RESOURCES LTD.


By: /s/ G. Michael Hogan

       G. Michael Hogan, President and Chief Executive Officer


Date: April 16, 2012


Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.


Name

Title

Date

 

 

 

/s/ G. Michael Hogan

G. Michael Hogan

Chief Executive Officer, President & Director (Principal Executive Officer and Principal Financial Officer)

April 16, 2012

 

 

 

/s/ William J Hogan

William J. Hogan

Director

April 16, 2012




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