MV Portfolios (MVP) 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2009

OR

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

For the transition period from _______ to _______

Commission File Number:  333-134549

CALIFORNIA GOLD CORP.

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada	83-483725
(State of Incorporation)	(IRS Employer Identification No.)

6830 Elm Street

McLean, VA 22101

(703) 403-7529

(Address of principal executive offices and telephone number)

Indicate whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 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 ¨  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. (Check One):

Large accelerated filer  ¨	Accelerated filer  ¨	Non-accelerated filer  ¨	Smaller reporting company þ
		(Do not check if a smaller  Reporting company)

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes x   No ¨

There were 58,063,002 shares of common stock issued and outstanding as of June 23, 2009.

CALIFORNIA GOLD CORP.

INDEX

		Page
Part I Financial Information
Item 1	Financial Statements
	Balance Sheets (unaudited)	3
	Statements of Operations (unaudited)	4
	Statements of Cash Flows (unaudited)	5
	Notes to the Unaudited Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 4T	Controls and Procedures	11
Part II Other Information		12
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	12
Item 6	Exhibits	12
Signatures		13
Exhibit – Certification of Principal  Executive Officer and Principal Financial Officer		14
Exhibit – Certification of Chief Executive Officer and Chief Financial Officer		16

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial statements of California Gold Corp. (the “Company”) required to be filed with this Quarterly Report on Form 10-Q were prepared by management and commence on the following page, together with the related Notes. In the opinion of management, these financial statements fairly present the financial condition of the Company, but should be read in conjunction with the financial statements of the Company for the period ended January 31, 2009, previously filed on Form 10-K with the Securities and Exchange Commission (“SEC”), File No. 333-134549.

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CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(an Exploration Stage Company)

Balance Sheets

	April 30,				January 31,
	2009				2009
	(unaudited)
ASSETS
CURRENT ASSETS
Cash		$	1,974			$	4,113
Total Current Assets			1,974				4,113
TOTAL ASSETS		$	1,974			$	4,113
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	19,834			$	7,365
Total Current Liabilities			19,834				7,365
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 10,000,000 shares authorized at of $0.001, no shares issued and outstanding			-				-
Common stock, 300,000,000 shares authorized at par value of $0.001, 58,313,002 shares issued and outstanding			58,313				58,313
Additional paid-in capital			959,755				959,755
Deficit accumulated during the exploration stage			(1,035,928	)			(1,021,320	)
Total Stockholders' Equity (Deficit)			(17,860	)			(3,252	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	1,974			$	4,113

The accompanying notes are an integral part of these financial statements.

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CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(an Exploration Stage Company)

Statements of Operations

(unaudited)

							From Inception
							on April 19,
	For the Three Months Ended						2004 Through
	April 30,						April 30,
	2009			2008			2009
REVENUES	$	-		$	-		$	-
COST OF SALES		-			-			-
GROSS MARGIN		-			-			-
OPERATING EXPENSES
Mineral property expenses		-			-			27,206
Bad debt expense		-			-			557,927
General and administrative		14,609			5,027			450,815
Total Operating Expenses		14,609			5,027			1,035,948
INCOME (LOSS) FROM OPERATIONS		(14,609	)		(5,027	)		(1,035,948	)
OTHER INCOME (EXPENSE)
Interest income		1			-			20
INCOME (LOSS) BEFORE INCOME TAXES		(14,608	)		(5,027	)		(1,035,928	)
INCOME TAX EXPENSE		-			-			-
NET LOSS	$	(14,608	)	$	(5,027	)	$	(1,035,928	)
BASIC LOSS PER COMMON SHARE		(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		58,313,002			56,313,002

The accompanying notes are an integral part of these financial statements.

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CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(an Exploration Stage Company)

Statements of Cash Flows

(unaudited)

							From Inception
							on April 19,
	For the Three Months Ended						2004 Through
	April 30,						April 30,
	2009			2008			2009
OPERATING ACTIVITIES
Net loss	$	(14,608	)	$	(5,027	)	$	(1,035,928	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Contributed capital		-			-			268,668
Allowance for bad debts		-			-			557,927
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		-			2,806			7,365
Net Cash Used in Operating Activities		(14,608	)		(2,221	)		(201,968	)
INVESTING ACTIVITIES
Increase in note receivable - related party		12,469			-			(545,458	)
Net Cash Used in Investing Activities		-			-			(545,458	)
FINANCING ACTIVITIES
Proceeds from common stock issued		-			-			749,400
Net Cash Provided by Financing Activities		-			-			749,400
NET DECREASE IN CASH		(2,139	)		(2,221	)		1,974
CASH AT BEGINNING OF PERIOD		4,113			2,583			-
CASH AT END OF PERIOD	$	1,974		$	362		$	1,974
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

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CALIFORNIA GOLD, CORP.

(fka US Uranium, Inc.)

Condensed Notes to Financial Statements

April 30, 2009 and January 31, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at April 30, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's January 31, 2009 audited financial statements.  The results of operations for the three months ended April 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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CALIFORNIA GOLD, CORP.

(fka US Uranium, Inc.)

Condensed Notes to Financial Statements

April 30, 2009 and January 31, 2009

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

         Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

         Recent Accounting Pronouncements

In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, our ability to identify and successfully participate in any future acquisition, joint venture or other new business initiative.

OVERVIEW

We were incorporated on April 19, 2004 as Arbutus Resources Inc. under the laws of the state of Nevada.  We are an exploration stage company with no revenues and a limited operating history. We were organized to be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discovered that demonstrated economic feasibility.

As previously reported, on June 22, 2007, we loaned $545,000 (and another $50,000 on June 28, 2007) in bridge financing (“Bridge Loan”) to Cromwell Uranium Holdings, Inc. (“Holdings”), a corporation with which we were contemplating a reverse triangular merger. To finance the Bridge Loan, we issued $595,000 of our 9% debentures (“Debentures”) pursuant to the exemptions from registration provided by Regulation D and Regulation S of the Securities Act, to a limited number of accredited investors and non-U.S. persons.

On July 11, 2007, a wholly owned subsidiary of ours (“Acquisition Corp.”) merged with and into with Holdings with Holdings as the surviving corporation (the “Merger”), which, in turn, became our wholly owned subsidiary. In connection with the Merger, we issued 31,000,000 shares of our common stock to the pre-Merger stockholder of Holdings.

At the Merger, the Debentures were converted into units of our securities, each consisting of one share of our common stock and one warrant to purchase a share of our common stock. The warrants are immediately exercisable and remain so for five years at an exercise price of $0.75 per share. Also at the Merger, the Bridge Loan was deemed paid.

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As a condition to the Merger, we transferred all of our assets, other than the stock of Acquisition Corp., to another of our wholly owned subsidiaries, Arbutus Leaseco, Inc. (“Leaseco”). At the Merger, we sold all the capital stock of Leaseco to Karen Law and Lyle Smith, our former directors, in exchange for the capital stock of ours that each owned, 44,450,000 shares in the aggregate.

The parties subsequently determined to unwind the transactions and return Holdings to its status as a privately held company (the “Unwinding”). Accordingly, effective August 8, 2007, the parties entered into a Reversal Agreement pursuant to which we sold the shares of Holdings back to its former stockholder in exchange for the return to treasury of the 31,000,000 shares of our common stock issued in the Merger. As additional consideration for the purchase and sale of the shares of Holdings, Holdings agreed to repay to us the entire net principal amount of the Bridge Loan it had received, together with certain expenses incurred by us, or an aggregate of $557,927.

Holdings issued us a promissory note (the “Note” and, together with related documents, the “Loan Documents”) in connection with the loan (the “Loan”) of the $557,927 principal balance of net funds advanced by us. The Note was due on November 15, 2007 (the “Due Date”), and bore interest at the rate of 9% per annum. The Note was secured by a perfected security interest and first priority lien on all of the assets of Holdings, as well as by the deposit into escrow of all of the issued and outstanding shares of Holdings.

Holdings was to begin making consecutive monthly interest-only payments on the Note of accrued interest commencing 30 days from the closing of the Loan through the Due Date, at which time Holdings was required to repay the unpaid principal amount of the Note, together with accrued and unpaid interest.

A default by Holdings under the Note caused an increase to the interest rate from 9% to 15% per annum, which increased interest rate will continue until all defaults are cured. In addition, if such default is not cured, we became entitled to foreclose on our security interest in the collateral provided for under the Loan Documents and to obtain delivery of the escrowed Holdings shares.

As of the date of this report Holdings has not made any interest payments under the Note, nor did it repay the principal balance of the Note on the Due Date. We have notified Holdings that it is in default under the Note. We have not yet foreclosed on our security interest.  During the year ended January 31, 2009, we recorded an allowance for doubtful accounts of $557,927 with respect to the Note.

Following completion of the Unwinding, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, we cannot assure you that there will be any other business opportunities available, or of the nature of any business opportunity that we may find, or of the financial resources required of any possible business opportunity.

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RESULTS OF OPERATIONS

For the three months ended April 30, 2009 and since our date of inception, we have not generated any revenue.

We incurred total operating expenses of $14,609 for the three month period ended April 30, 2009, as compared to total operating expenses of $5,027 for the three month period ended April 30, 2008. These expenses consisted of operating expenses incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports. The significant operating expenses include administrative expenses and professional fees of $14,609 for the three months ended April 30, 2009 incurred in connection with filing of periodic reports, SEC compliance filings, audit and accounting fees and general corporate matters as compared with general and administrative expenses and professional fees of $14,609 during the three months ended April 30, 2008. We incurred mineral property expenses of $-0- for the three months ended April 30, 2009 and 2008.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2009, we had $1,974 in the bank.

As discussed above, we are owed the entire $557,927 principal balance of the Note issued to us by Holdings, plus accrued interest. However, Holdings is in default under the Note, and we are currently unable to determine the likelihood that the Note will be repaid.  During the year ended January 31, 2009, we recorded an allowance for doubtful accounts of $557,927 with respect to the Note.

We are a development stage company and currently have no operations. Our independent auditors have issued an audit opinion for us which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

We do not have sufficient funds on hand to pursue our business objectives for the near future or to commence operations without seeking additional funding. We currently do not have a specific plan of how we will obtain such funding.

We have minimal operating costs and expenses at the present time due to our limited business activities.  We may, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses, and we may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of our equity securities or loans from our sole officer.  There is no assurance that additional financing will be available, if required, or on terms favorable to us.

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING POLICIES

It is suggested that these financial statements be read in conjunction with our January 31, 2009 audited financial statements and notes thereto, which can be found in our Form 10-K filing on the SEC website at www.sec.gov under our SEC File Number 333-134549.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

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PART II

OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 6.  EXHIBITS

The following exhibits are included with this quarterly report.

Exhibit
Number	Description
31.1	Certification of Principal Executive and Principal Financial Officer,pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:    June 23, 2009	California Gold Corp.
	By	/s/ James D. Davidson
		James D. Davidson
		President, Treasurer,
		Principal Executive Officer,
		Principal Financial Officer

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