MV Portfolios (MVP) 10-Q 2010 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, 2010

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 58,063,002 shares of common stock issued and outstanding as of June 14, 2010.

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 Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 4T	Controls and Procedures	23
Part II Other Information		25
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	25
Item 6	Exhibits	25
Signatures		26
Exhibit – Certification of Principal  Executive Officer and Principal Financial Officer		27
Exhibit – Certification of Chief Executive Officer and Chief Financial Officer		29

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, 2010, previously filed on Form 10-K with the Securities and Exchange Commission (“SEC”), File No. 333-134549.

2

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (NOTE 2)

AS OF APRIL 30, 2010, AND JANUARY 31, 2010

(Unaudited)

	April 30,			January 31,
	2010			2010
ASSETS
Current Assets:
Cash	$	373		$	373
Total Current Assets		373			373
Total Assets	$	373		$	373
LIABILITIES AND STOCKHOLDERS'(DEFICIT)
Current Liabilities:
Accounts payable - Trade	$	233,623		$	204,913
Accrued liabilities		2,533			142
Due to related party		32,430			20,930
Total Current Liabilities		268,586			225,985
Total Liabilities		268,586			225,985
Commitments and Contingencies
Stockholders’ (Deficit):
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 58,063,002 shares issued and outstanding as of April 30, 2010 and  January 31, 2010, respectively		58,063			58,063
Additional paid-in capital		960,005			960,005
(Deficit) accumulated during the exploration stage		(1,286,281	)		(1,243,680	)
Total Stockholders’ (deficit)		(268,213	)		(225,612	)
Total Liabilities and Stockholders’ ( Deficit)	$	373		$	373

The accompanying notes to financial statements are

an integral part of these balance sheets.

3

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (NOTE 2)

FOR THE THREE MONTHS ENDED APRIL 30, 2010, AND 2009,

AND CUMULATIVE FROM INCEPTION (APRIL 19, 2004 ) THROUGH APRIL 30, 2010

(Unaudited)

	Three Months Ended						Cumulative
	April 30,						From
	2010			2009			Inception
Revenues	$	-		$	-		$	-
Cost of Sales		-			-			-
Gross Margin		-			-			-
Operating Expenses:
Mineral property expenses		-			-			27,206
Bad debt expense		-			-			557,927
General and administrative		42,210			14,609			700,635
Total Operating Expenses		42,210			14,609			1,285,768
(Loss) from Operations		(42,210	)		(14,609	)		(1,285,768	)
Other Income (Expense):
Interest income		-			1			20
Interest expense		(391	)		-			(533	)
Total Other Income (Expenses)		(391	)		1			(513	)
(Loss) before Income Taxes		(42,601	)		(14,608	)		(1,286,281	)
Provision for Income Taxes		-			-			-
Net (Loss)	$	(42,601	)	$	(14,608	)	$	(1,286,281	)
(Loss) Per Common Share:
(Loss) per common share- Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding- Basic and Diluted		58,063,002			58,313,002

The accompanying notes to financial statements are

an integral part of these statements.

4

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (NOTE 2)

FOR THE THREE MONTHS ENDED APRIL 30, 2010, AND 2009

AND CUMULATIVE FROM INCEPTION (APRIL 19, 2004)

THROUGH APRIL 30, 2010

(Unaudited)

	Three Months Ended						Cumulative
	April 30,						From
	2010			2009			Inception
Operating Activities:
Net (loss)	$	(42,601	)	$	(14,608	)	$	(1,286,281	)
Adjustments to reconcile net (loss) to net cash used by operating activities:
Contributed capital for donated services		-			-			235,668
Common stock issued for services rendered		-			-			33,000
Changes in assets and liabilities-
Accounts payable - Trade		28,710			-			233,623
Accrued liabilities		2,391			-			2,533
Allowance for bad debt		-			-			557,927
Net Cash (Used in) Operating Activities		(11,500	)		(14,608	)		(223,530	)
Investing Activities:
Note receivable- Related party		-			12,469			(557,927	)
Net Cash Provided by (Used in) Investing Activities		-			12,469			(557,927	)
Financing Activities:
Proceeds from related party loans		11,500			-			32,430
Proceeds from common stock issued		-			-			749,400
Net Cash Provided by Financing Activities		11,500			-			781,830
Net Increase (Decrease) in Cash		-			(2,139	)		373
Cash- Beginning of Period		373			4,113			-
Cash- End of Period	$	373		$	1,974		$	373
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

Supplemental Information of Noncash Investing and Financing Activities:

On May 29, 2007, the Company issued 12,700,000 shares of commons stock (post forward stock split) to its former officers for services provided. This transaction was valued at $2,000.

On June 12, 2007, the Company issued 31,000,000 shares of common stock to its President and CEO for expenses incurred on behalf of the Company. This transaction was valued at $31,000.

The accompanying notes to financial statements are

an integral part of these statements

5

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(1)  Summary of Significant Accounting Policies

General Organization and Business

California Gold Corp. (“California Gold” or the “Company” and formerly US Uranium Inc.) is a Nevada corporation in the exploration stage.  The Company was incorporated under the laws of the State of Nevada on April 19, 2004, under the name of Arbutus Resources Inc.  The Company was organized to be engaged in the acquisition, and exploration of mineral properties.  Because the Company was not successful in implementing its business plan, and did not have enough funds to commence its business plan, the Company determined to seek a joint venture partner or various business options to continue operating as a viable public company.  On June 15, 2007, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada, pursuant to which, the Company (i) increased its authorized capital stock from 75,000,000 shares of common stock, par value $0.001 to 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001, and (ii) changed the Company name from Arbutus Resources, Inc. to Cromwell Uranium Corp. in anticipation of a business combination with Cromwell Uranium Holdings, Inc. (“Holdings”), a uranium exploration and mining company, and to more accurately reflect the new focus of the Company proposed business.  On July 11, 2007, the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with Holdings.  After the merger, Holdings became the Company’s wholly owned subsidiary.  As a result of development in the public equity and debt markets as well as conditions in the mining industry, among other factors, the parties to the Merger Agreement determined to unwind the Merger Agreement transaction.  Effective August 8, 2007, the parties entered into a reversal agreement (the “Reversal Agreement”).  On August 9, 2007, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change its name to US Uranium Inc.  On March 9, 2009, the Company filed with the Secretary of State of the State of Nevada to change its name to California Gold Corp.  The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Unaudited Interim Financial Statements

The accompanying interim financial statements of California Gold Corp. as of April 30, 2010, and January 31, 2010, and for the three months ended April 30, 2010, and 2009, 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 April 30, 2010, and January 31, 2010, and the results of its operations and its cash flows for the three months ended April 30, 2010, and 2009, and cumulative from inception.  These results are not necessarily indicative of the results expected for the fiscal year ending January 31, 2011.  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, 2010, filed with the SEC for additional information, including significant accounting policies.

6

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid investments instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred, provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Impairment of Long-Lived Assets- Mineral Properties

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable.  When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.  If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There were no dilutive financial instruments issued or outstanding for the periods ended April 30, 2010, and 2009.

Dividends

The Company has not adopted any policy regarding payment of dividends.  No dividends have been paid during the periods presented.

7

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, Income Taxes.  Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts The Company could realize in a current market exchange.  As of April 30, 2010, and January 31, 2010, the carrying value of financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

Mineral Exploration and Development Costs

Mineral claim and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized.  The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves.  If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

8

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)
 

Advertising Costs

The Company’s policy regarding advertising is to expense such costs.  The Company did not incur any advertising expenses during the periods ended April 30, 2010, and 2009.

Stock-based Compensation

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation- Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.

The Company also adopts FASB ASC Topic 505-50, Equity Based Payment to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services.  Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.

For the periods ended April 30, 2010, and 2009, the Company has not issued any share-based payments to its employees.

Concentration of Risk

As of April 30, 2010 and January 31, 2010, the Company maintained its cash account at one commercial bank.  The account was subject to FDIC coverage.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.  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 as of April 30, 2010 and January 31, 2010, and expenses for the three months ended April 30, 2010, and 2009, and cumulative from inception.  Actual results could differ from those estimates made by management.

(2)  Exploration Stage Activities and Going Concern

The Company is currently in the exploration stage and has engaged in limited operations.  While management of the Company believes that it will be successful in its planned capital formation and operating activities, there can be no assurance that the Company will be successful in the development of its planned objectives and generate sufficient revenues to earn a profit or sustain the operations of the Company.

9

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

The Company’s activities through April 30, 2010, have been supported by equity financing.  It has sustained losses in all previous reporting periods with a cumulative loss since inception of $1,286,281 as of April 30, 2010.  Management continues to seek funding from its stockholders and other qualified investors to pursue its business plan.  In the alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has incurred an operating loss since inception and its cash resources are insufficient to meet its planned business objectives.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3)  Related Party Transaction

In connection with the transactions contemplated by the prior merger with Cromwell Uranium Holdings, Inc. (which merger, as previously reported, was subsequently reversed), the President and Director of the Company made advances to, and incurred expenses on behalf of the Company.  The parties agreed that these advances and expenses aggregated approximately $31,000.  These advances and expenses were not represented by a promissory note, did not bear interest and were repayable on demand.  The Company agreed with Mr. Davidson that, in lieu of a cash repayment of these amounts, the Company would repay these obligations by issuing 31,000,000 shares of its common stock from its treasury.

The aforementioned 31,000,000 shares were issued to the officer and Director pursuant to a Restricted Stock Purchase Agreement.  The agreement provided for a purchase price of par value, or $31,000, which amount was paid by cancellation of the indebtedness the Company owed to the officer and Director.  The Company has an option, but not the obligation, to repurchase the shares, subject to certain limitations, in the event of termination of the officer and Director’s services, at Mr. Davidson’s original purchase price.  One-third of the shares (10,333,333 shares) were released from the Company’s right to repurchase on December 31, 2008, an additional one-third of the shares were released from its right to repurchase on December 31, 2009, and the remaining shares will be released from its right to repurchase on December 31, 2010.  The Agreement requires that the certificate evidencing the shares be held in escrow until the Company’s right to repurchase lapses.

10

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

In June of 2009, a related party loaned the Company $930 for working capital purpose.  The loan is unsecured, non-interest bearing, and is payable upon demand.

In September and October of 2009, an officer and three stockholders loaned the Company a total of $10,000 for working capital purposes.  The loans are non-interest bearing, and are payable at the time of closing of a subsequent private placement offering.

In December of 2009, an officer and three stockholders loaned the Company a total of $10,000 for working capital purposes.  The loans are unsecured, bear interest of 10 percent per annum, and are payable in December 2010.

On March 5, 2010, the Chief Executive Officer and Director of the Company loaned $3,000 to the Company for working capital purposes.  The loan is unsecured, bears interest at 10 percent per annum and is due on March 5, 2011.

On March 5, 2010, a stockholder of the Company loaned $3,000 to the Company for working capital purposes. The loan is unsecured, bears interest at 10 percent per annum and is due on March 5, 2011.

On March 22, 2010, a stockholder of the Company loaned $3,000 to the Company for working capital purposes. The loan is unsecured, bears interest at 10 percent per annum and is due on March 22, 2011.

On March 23, 2010, a stockholder of the Company loaned $2,500 to the Company for working capital purposes. The loan is unsecured, bears interest at 10 percent per annum and is due on March 23, 2011.

(4)           Convertible Debentures and Warrants

On June 22, 2007, and June 28, 2007, the Company issued a series of convertible debentures (the “Debentures”) with a value of $559,536.  The principal amount of the Debentures, together with accrued interest, was due on June 22, 2010.  Interest accrued on the unpaid principal balance of the Debentures at the rate of nine percent per annum commencing 120 days from the original issue date of the Debentures through the maturity date.  Considering the date of the Merger Agreement of July 11, 2007, described below, no interest was accrued on the Debentures.  From and after October 30, 2007, or the date of closing of a merger transaction, whichever date was earlier, the Debentures could be converted into debenture units at a conversion price of $0.50 for one debenture unit.  The debenture units consisted of one share common stock and one detachable common stock purchase warrant.  Each detachable common stock purchase warrant is exercisable to purchase one share of common stock of the Company at $0.75 per share for a period of five years.

11

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

On July 11, 2007, the Company effected the Merger transaction, and simultaneously with the closing of the Merger, the Debentures automatically converted into debenture units.  The Company analyzed the conversion feature and detachable warrants related to the Debentures, and determined that such elements of conversion and option did not qualify as derivative instruments.  Further, considering the fair market value of the common stock of the Company on the date of Merger, there was no beneficial conversion feature associated with the Debentures or detachable warrants.  The Company accounted for the Debentures and warrants as convertible debt with detachable warrants, and the proceeds from the sale of the Debentures and related warrants were allocated between the debt obligations and additional paid-in capital based on the relative fair values of the related instruments, which amounted to $559,536, and $35,464, respectively.

The fair value of each warrant granted has been estimated on the date of grant using the Black-Scholes pricing model, under the following assumptions:

	2007
Five Year Risk Free Interest Rate		5.30	%
Dividend Yield		0.00	%
Volatility		281.34	%
Average Expected Term (Years to Exercise)		3

A summary of the status of warrants granted as April 30, 2010, is as follows:

	For the Periods Ended
	April 30, 2010
			Weighted
			Average
			Exercise
Description	Shares		Price
Outstanding at February 1, 2009		1,190,000	$	0.75
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at April 30, 2010		1,190,000	$	0.75

12

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

A summary of the status of warrants outstanding as of April 30, 2010, is presented below:

Warrants Outstanding								Warrants Exercisable
				Weighted		Weighted				Weighted
Range of				Average		Average				Average
Exercise		Number		Remaining		Exercise		Number		Exercise
Prices		Outstanding		Life Years		Price		Exercisable		Price
$	0.75		1,190,000		0.08	$	0.75		1,190,000	$	0.75

 (5)          Common Stock

During July 2005, the Company issued 46,990,000 shares (post forward stock split) of its common stock to its founders for $7,400 in cash.

During July 2005, the Company issued 6,985,000 shares (post forward stock split) of its common stock for $11,000 in cash.

During August 2005, the Company issued 1,778,000 shares (post forward stock split) of its common stock for $56,000 in cash.

On May 29, 2007, the Company issued 12,700,000 shares (post forward stock split) of its common stock to its former officers for services provided.  The common stock was valued $2,000.

On July 5, 2007, the Company’s common stock was forward split on a 6.35 shares per 1 share basis.  The accompanying financial statements reflect the forward stock split on a retroactive basis.

In July 2007, the Company canceled 44,450,000 shares (post forward stock split) of its common stock and issued 31,000,000 shares (post forward stock split) of its common stock to reverse merger holding company’s shareholder.  As a result of the unwinding of the reverse merger, the Holding company returned the 31,000,000 shares (post forward stock split) of common stock to the Company’s treasury.

In connection with the transactions of the Merger Agreement and the reversal of the Merger Agreement, the President and Director of the Company made advances to, and incurred expenses on behalf of the Company aggregating approximately $31,000.  These advances and expenses were not represented by a promissory note, did not bear interest and were repayable on demand.  The Company agreed with its officer and Director that, in lieu of a cash repayment of these amounts, the Company would repay these obligations by issuing 31,000,000 shares (post forward stock split) of its common stock from treasury stock.

13

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

In August 2007, the Company issued 1,190,000 shares (post forward stock split) of common stock as a result of conversion of its convertible debenture, in an aggregate principal amount of $595,000.

For the period ended January 31, 2008, the Company recognized a total of $235,668 for donated consulting services.  The consulting services were performed by third parties in connection with the acquisition of Holdings, and with the reversal of the acquisition of Holdings, the third parties made the determination to forgive the Company’s liability.  The forgiveness of debt was recorded as a donated capital, and was an addition to additional paid-in capital in the accompanying financial statements for the year ended January 31, 2008.

During January 2008, the Company issued 120,000 shares (post forward stock split) of its common stock for $60,000 in cash.

During the year ended January 31, 2009, the Company cancelled 2,000,000 shares (post forward stock split) of its common stock.

On September 18, 2008, the Company issued 4,000,000 shares (post forward stock split) of its common stock for $20,000 cash.

During the year ended January 31, 2010, the Company cancelled 250,000 (post forward stock split) shares of its common stock.

(6)           Income Taxes

The provision (benefit) for income taxes for the periods ended April 30, 2010, and 2009, were as follows (assuming a 15 percent effective income tax rate):

	Three Months Ended April 30,
	2010			2009
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Federal-
Loss  carryforwards	$	6,390		$	2,191
Change in valuation allowance		(6,390	)		(2,191	)
Total deferred tax provision	$	-		$	-

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CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

The Company had deferred income tax assets as of April 30, 2010, and January 31, 2010,as follows:

	2010			2009
Loss carryforwards	$	192,942		$	186,552
Less - Valuation allowance		(192,942	)		(186,552	)
Total net deferred tax assets	$	-		$	-

The Company had net operating loss carryforwards for income tax reporting purposes of $1,286,281 and $1,243,680 as of April 30, 2010, and January 31, 2010, respectively, that may be offset against future taxable income.  The net operating loss carryforwards begin to expire in the year 2024.  Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business.  Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carryforwards, as the Company believes there is high probability that the carryforwards will not be utilized in the foreseeable future.  Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

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CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

(7)           Recent Accounting Pronouncements

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities.  To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

a. Determines whether a combination is a merger or an acquisition.

b.	Applies the carryover method in accounting for a merger.
c.	Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.
d.	Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Asset, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

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CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events”.  SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued.  Specifically, Statement 165 (FASB ASC 855) provides:

1.	The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.
2.	The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.
3.	The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140”.  SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

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CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM INC.)

(AN EXPLORATION STAGE COMPANY)

 NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2010, AND 2009

(Unaudited)

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R)".  SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162".  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

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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 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% 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.

Holdings defaulted on the Note which caused an increase to the interest rate from 9% to 15% per annum. As of January 31, 2009, we determined that Holdings did not intend to repay the Note and accrued interest and we recorded an allowance for doubtful accounts for the full amount of the Note.

Since 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.

RESULTS OF OPERATIONS

For the three months ended April 30, 2010, and since our date of inception, we have not generated any revenues.

We incurred total operating expenses, consisting solely of general and administrative expenses, of $42,210 for the three month period ended April 30, 2010, as compared to total operating expenses of $14,609 for the three month period ended April 30, 2009.  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 month periods ended April 30, 2010, and 2009.

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LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2010, we had $373 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, 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.

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-KSB filing on the SEC website at www.sec.gov under our SEC File Number 333-134549.

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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 April 30, 2010; 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:

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:

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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 plan to initiate the following series of measures once we have the financial resources to do so:

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.

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

From March 3, 2010, to March 23, 2010, we closed a private placement of our 12 month, 10% promissory notes for an aggregate principal amount of $11,500.  In this private placement, we offered and sold these notes to four of our principal shareholders, James Davidson, Michael Bayback and Barry Honig, who each purchased $3,000 in principal amount of the notes, and Gottbetter Capital Group, Inc., who purchased $2,500 in principal amount of the notes.

The sales of securities in the above private placement were exempt from registration under the Securities Act in reliance upon Regulation D and Regulation S promulgated by the SEC thereunder and the securities were sold only to “accredited investors,” as defined in Regulation D, and non-“U.S. persons” as defined in Regulation S.

ITEM 6.  EXHIBITS

The following exhibits are included with this quarterly report.

Exhibit
Number	Description
4.1	Form of 10% promissory note of the Registrant dated March 2010
10.1	Form of loan agreement of the Registrant for 10% promissory note dated March 2010
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 14, 2010	California Gold Corp.
	By	/s/ James D. Davidson
		James D. Davidson
		President, Treasurer, Principal Executive Officer, Principal Financial Officer

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