MV Portfolios (MVP) 10-Q 2010 Q1 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 October 31, 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 Registrant 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 registrant (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act 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 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 58,313,002 shares of common stock issued and outstanding as of December 14, 2009.

CALIFORNIA GOLD CORP.

INDEX

			Page
Part I Financial Information
	Item 1	Financial Statements (Unaudited)
		Balance Sheets	3
		Statements of Operations	4
		Statements of Cash Flows	5
		Condensed Notes to Interim 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			13
	Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	13
	Item 6	Exhibits	13
Signatures			14
Exhibit – Certification of Principal  Executive Officer and Principal Financial Officer
Exhibit – Certification of Chief Executive Officer and Chief Financial Officer

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.

(Formerly US Uranium Inc.)

(An Exploration Stage Company)

Balance Sheets (Note 2)

As of October 31, 2009, and January 31, 2009

(Unaudited)

	October 31,			January 31,
	2009			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	3,173		$	4,113
Total Current Assets		3,173			4,113
Total Assets	$	3,173		$	4,113
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable - Trade	$	164,557		$	7,365
Due to related party		10,930			-
Total Current Liabilities		175,487			7,365
Total Liabilities		175,487			7,365
Commitments and Contingencies
Stockholders' (Deficit):
Preferred stock, 10,000,000 shares authorized; par value
$0.001; no shares issued and outstanding		-			-
Common stock, 300,000,000 shares authorized; par value
$0.001 per share; 58,313,002 shares issued and
outstanding in October 2009 and January 2009, respectively		58,313			58,313
Additional paid-in capital		959,755			959,755
(Deficit) accumulated during the exploration stage		(1,190,382	)		(1,021,320	)
Total Stockholders' Equity (Deficit)		(172,314	)		(3,252	)
Total Liabilities and Stockholders' (Deficit)	$	3,173		$	4,113

The accompanying notes to interim financial statements are

An integral part of these balance sheets.

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CALIFORNIA GOLD CORP.

(Formerly US Uranium Inc.)

(An Exploration Stage Company)

Statements of Operations (Note 2)

For the Three Months and Nine Months Ended October 31, 2009, and 2008, and

Cumulative from Inception (April 19, 2004) Through October 31, 2009

(Unaudited)

	Three Months Ended						Nine Months Ended						Cumulative
	October 31,						October 31,						From
	2009			2008			2009			2008			Inception
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Revenues		-			-			-			-			-
Gross Margin		-			-			-			-			-
Expenses:
Mineral property expenses		-			-			-			-			27,206
Bad debt expense		-			-			-			-			557,927
General and administrative		63,290			3,407			169,063			17,056			605,269
Total Operating Expenses		63,290			3,407			169,063			17,056			1,190,402
(Loss) from Operations		(63,290	)		(3,407	)		(169,063	)		(17,056	)		(1,190,402	)
Other Income (Expense):
Interest income		-			10			1			10			20
(Loss) Before Income Taxes		(63,290	)		(3,397	)		(169,062	)		(17,046	)		(1,190,382	)
Provision for Income Taxes		-			-			-			-			-
Net (Loss)	$	(63,290	)	$	(3,397	)	$	(169,062	)	$	(17,046	)	$	(1,190,382	)
(Loss) Per Share:
Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted Average Number of Common
Shares Outstanding During the Periods		58,313,002			57,313,002			58,313,002			56,313,002

The accompanying notes to interim financial statements are

An integral part of these statements.

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CALIFORNIA GOLD CORP.

(Formerly US Uranium Inc.)

(An Exploration Stage Company)

Statements of Cash Flows (Note 2)

For the Nine Months Ended October 31, 2009, and 2008, and

Cumulative from Inception (April 19, 2004) Through October 31, 2009

(Unaudited)

	Nine Months Ended						Cumulative
	October 31,						From
	2009			2008			Inception
Operating Activities:
Net (loss)	$	(169,062	)	$	(17,046	)	$	(1,190,382	)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Contributed capital		-			2,000			268,668
Allowance for bad debts		-			-			557,927
Changes in operating assets and liabilities:
Accounts payable - Trade		157,192			427			164,557
Net Cash (Used in) Operating Activities		(11,870	)		(14,619	)		(199,230	)
Investing Activities:
Note receivable - Related party		-			-			(557,927	)
Net Cash (Used in) Investing Activities		-			-			(557,927	)
Financing Activities:
Due to related party		10,930			-			10,930
Proceeds from the issuance of common stock		-			18,000			749,400
Net Cash Provided by Financing Activities		10,930			18,000			760,330
Net (Decrease) Increase in cash and cash equivalents		(940	)		3,381			3,173
Cash and Cash Equivalents - Beginning of Period		4,113			2,583			-
Cash and Cash Equivalents - End of Period	$	3,173		$	5,964		$	3,173
Supplemental Disclosures of Cash Flow Information:
Cash Paid For:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The accompanying notes to interim financial statements are

An integral part of these statements.

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CALIFORNIA GOLD CORP.

(Formerly US Uranium Inc.)

(An Exploration Stage Company)

Condensed Notes to Interim Financial Statements

October 31, 2009, and 2008

(Unaudited)

NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS

The interim financial statements of California Gold Corp. as of October 31, 2009, and January 31, 2009, and for the three and nine months ended October 31, 2009, and 2008, and cumulative from inception, are unaudited.  However, in the opinion of management, the interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of October 31, 2009, and January 31, 2009, and the results of its operations and its cash flows for the three and nine months ended October 31, 2009, and 2008, and cumulative from inception.  These results are not necessarily indicative of the results expected for the fiscal year ending January 31, 2010.  The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America.  Refer to the Company’s audited financial statements as of January 31, 2009, filed with the SEC for additional information, including significant accounting policies.

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.

(Formerly US Uranium Inc.)

(An Exploration Stage Company)

Condensed Notes to Interim Financial Statements

October 31, 2009, and 2008

(Unaudited)

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 May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events.”  Companies are now required to disclose the date through which subsequent events have been evaluated by management.  Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation.  SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP.  SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively.  The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended.  In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC)..

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  (“SFAS 168” pr ASC 105-10)  SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP.  SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years.  The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition.  The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.  As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies.  The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations 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 percent 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 a period of 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 percent 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 percent to 15 percent 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 nine months ended October 31, 2009, and since our date of inception, we have not generated any revenues.

We incurred total operating expenses of $63,290 and $169,063 for the three and nine month periods ended October 31, 2009, respectively, as compared to total operating expenses of $3,407 and $17,056 for the respectively periods ended October 31, 2008, consisting of general and administrative expenses incurred in connection with the day-to-day operation of our business and the preparation and filing of our periodic reports.  These expenses consisted of professional and legal fees incurred in connection with the filing of periodic reports, SEC compliance filings, audit, and accounting fees and general corporate matters.  We incurred mineral property expenses of $-0- for the three and nine month periods ended October 31, 2009 and 2008, respectively.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2009, we had $3,173 in our bank account.

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 an exploration 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 be, however, 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.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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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

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

The management of California Gold Corp. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act.  Under the supervision and with the participation of our senior management, consisting of James D. Davidson, our chief executive officer and chief financial officer, we 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 Exchange Act as of the end of the period covered by this report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.  Based on this evaluation, our sole officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively.  Management did not identify any material weaknesses in our internal control over financial reporting as of October 31, 2009; however, it has identified the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

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1. We do not have an audit committee.  While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

2. We did not maintain proper segregation of duties for the preparation of our financial statements.  We currently only have one officer overseeing all transactions.  This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:

Management believes that the material weaknesses set forth the two items above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.  And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, would remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by January 31, 2010.  Additionally, we plan to test our updated controls and remediate our deficiencies by January 31, 2010.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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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:    December 14, 2009	California Gold Corp.
	By	/s/ James D. Davidson
		James D. Davidson
		President, Treasurer, Principal Executive Officer, Principal Financial Officer

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