MV Portfolios (MVP) 10-Q 2011 Q0 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 July 31, 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 September 17, 2010.

CALIFORNIA GOLD CORP.

INDEX

		Page
Part I Financial Information
Item 1	Financial Statements	2
	Balance Sheets (unaudited)	3
	Statements of Operations (unaudited)	4
	Statements of Cash Flows (unaudited)	5
	Condensed Notes to (unaudited) Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 4T	Controls and Procedures	13
Part II Other Information		15
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	15
Item 6	Exhibits	15
Signatures		16
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, 2010, previously filed on Form 10-K with the Securities and Exchange Commission (“SEC”), File No. 333-134549.

2

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

BALANCE SHEETS

AS OF JULY 31, 2010 AND JANUARY 31, 2010

Unaudited

	JULY 31, 2010			JANUARY 31, 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	$	311,001		$	204,913
Accrued liabilities		750			-
Notes and interest payable to related parties		43,628			21,072
Total Current Liabilities		355,379			225,985
Total  Liabilities		355,379			225,985
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 July 31, 2010 and as of January 31, 2010, respectively		58,063			58,063
Additional paid-in capital		960,005			960,005
(Deficit) accumulated during the exploration stage		(1,373,074	)		(1,243,680	)
Total Stockholders'(Deficit)		(355,006	)		(225,612	)
Total Liabilities and Stockholders'( Deficit)	$	373		$	373

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

3

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JULY 31, 2010 AND JULY 31, 2009

AND CUMULATIVE FROM INCEPTION (APRIL 19, 2004 ) THROUGH JULY 31, 2010

Unaudited

													Cumulative
	Three Months Ended						Six Months Ended						From
	July 31, 2010			July 31, 2009			July 31, 2010			July 31, 2009			Inception
Revenues	$	-		$	-		$	-		$	-		$	-
Cost of Sales		-			-			-			-			-
Gross Margin		-			-			-			-			-
Operating Expenses
Mineral property expenses		-			-			-			-			27,206
Bad debt expense		-			-			-			-			557,927
General and administrative		86,128			91,164			128,338			105,773			786,763
Total Operating Expenses		86,128			91,164			128,338			105,773			1,371,896
Income (Loss) from Operations		(86,128	)		(91,164	)		(128,338	)		(105,773	)		(1,371,896	)
Other Income (Expense):
Interest income		-			-			-			1			20
Interest expense		(665	)		-			(1,056	)		-			(1,198	)
Total Other Income (Expense)		(665	)		-			(1,056	)		1			(1,178	)
Income (Loss) before Income Taxes		(86,793	)		(91,164	)		(129,394	)		(105,772	)		(1,373,074	)
Provision for Income Taxes		-			-			-			-			-
Net (Loss)	$	(86,793	)	$	(91,164	)	$	(129,394	)	$	(105,772	)	$	(1,373,074	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		58,063,002			58,313,002			58,063,002			58,313,002

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

4

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED

JULY 31, 2010 AND JULY 31, 2009

AND CUMULATIVE FROM INCEPTION (APRIL 19, 2004)

THROUGH JULY 31, 2010

Unaudited

							Cumulative
	Six Months Ended						From
	July 31, 2010			July 31, 2009			Inception
Operating Activities:
Net (loss)	$	(129,394	)	$	(105,772	)	$	(1,373,074	)
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
Interest accrued on notes payable from related parties		1,056			-			1,198
Changes in assets and liabilities:
Accounts payable - Trade		106,088			101,832			311,001
Accrued liabilities		750			-			750
Allowance for bad debt		-			-			557,927
Net Cash (Used in) Operating Activities		(21,500	)		(3,940	)		(233,530	)
Investing Activities:
Note receivable - Related party		-			-			(557,927	)
Net Cash (Used in) Investing Activities		-			-			(557,927	)
Financing Activities:
Proceeds from related party loans		21,500			-			42,430
Proceeds from common stock issued		-			-			749,400
Net Cash Provided by Financing Activities		21,500			-			791,830
Net Increase (Decrease) in Cash		-			(3,940	)		373
Cash - Beginning of Period		373			4,113			-
Cash - End of Period	$	373		$	173		$	373
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for :
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

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

5

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

(1) Organization and Description of Business

California Gold Corp. (“California Gold” or the “Company”) is a Nevada corporation in the exploration stage.  The Company was incorporated in 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.  On August 9, 2007, the Company changed its name to US Uranium, Inc.  On March 9, 2009, the Company changed its name to California Gold Corp.

(2) Summary of Significant Accounting Policies

The accompanying unaudited interim financial statements of California Gold Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ending January 31, 2010, as reported in Form 10-K, have been omitted.

The Company does not expect that the adoption of recently issued accounting pronouncements will have a material impact on its financial position, results of operations, or cash flows.

(3) 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.

The Company’s activities through July 31, 2010, have been supported by debt and equity financing.  It has sustained losses in all previous reporting periods, with a cumulative since inception loss of $1,373,074 as of July 31, 2010.  Management continues to seek funding from its shareholders 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.

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CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

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.

(4) Related Party Transactions

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

The aforementioned 31,000,000 shares have been issued to Mr. Davidson pursuant to a Restricted Stock Purchase Agreement.  The agreement provides for a purchase price of par value, or $31,000, which amount was paid by cancellation of the indebtedness the Company owed to Mr. Davidson.  The Company has an option, but not the obligation, to repurchase the shares, subject to certain limitations, in the event of termination of Mr. Davidson’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 our right to repurchase lapses.

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 in September and October of 2010.

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.

In March of 2010, an officer and three stockholders loaned the Company a total of $11,500 for working capital purposes.  The loans are unsecured, bear interest of 10 percent per annum, and are payable in March 2011.

In June of 2010, a stockholder loaned the Company $10,000 for working capital purposes. The loan is unsecured, bears interest at 10 percent per annum, and is due in June 2011.

7

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

(5) Convertible Debentures and Warrants

A summary of the status of warrants granted as of July 31, 2010, is as follows:

	For the Period Ended
	July 31, 2010
			Weighted
			Average
			Exercise
Description	Shares		Price
Outstanding at January 31, 2010		1,190,000	$	0.75
Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at July 31, 2010		1,190,000	$	0.75

A summary of the status of warrants outstanding as of July 31, 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

No warrants were granted during the six months ended July 31, 2010.

(6) Common Stock

During July 2005, the Company issued 46,990,000 common shares to its founders for $7,400 in cash.

During July 2005, the Company issued 6,985,000 shares for $11,000 in cash.

During August 2005, the Company issued 1,778,000 shares for $56,000 in cash.

On May 29, 2007, the Company issued 12,700,000 shares 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 and issued 31,000,000 shares to reverse merger holding company’s shareholder.  As a result of the unwinding of the reverse merger, the Holding company canceled the 31,000,000 shares.

8

CALIFORNIA GOLD CORP.

(an Exploration Stage Company)

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

In August 2007, the Company issued 1,190,000 shares 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 for $60,000 in cash.

On September 18, 2008, the Company issued 4,000,000 shares for $20,000 cash.

During the year ended January 31, 2009, the Company cancelled 2,000,000 shares.

During the year ended January 31, 2010, the Company cancelled 250,000 shares.

(7) Subsequent Events

On September 9, 2010, two related party non-interest bearing loans, totaling $5,000, matured.  The Company was able to obtain extensions of the maturity dates, amending the maturity dates from September 9, 2010 to September 9, 2011.

On September 16, 2010, an officer and two stockholders loaned the Company a total of $45,000 for working capital purposes.  Loan terms have not been finalized.

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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.

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.

10

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 six months ended July 31, 2010 and since our date of inception, we have not generated any revenues.

We incurred total operating expenses of $86,128 and $128,338 for the three and six month periods ended July 31, 2010, respectively, as compared to total operating expenses of $91,164 and $105,773 for the three and six month periods ended July 31, 2009, respectively. These expenses consisted 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 six month periods ended July 31, 2010, and 2009.

11

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 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.

Subsequent Events

On September 16, 2010, our sole officer and two of our stockholders loaned us a total of $45,000 for working capital purposes.    Loan terms have not been finalized.

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, 2010, 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.

12

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 July 31, 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.

13

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 plan to initiate the following series of measures once we have raised sufficient capital 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.

14

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:    September 20, 2010	California Gold Corp.
	By	/s/ James D. Davidson
		James D. Davidson
		President, Treasurer, Principal Executive Officer, Principal Financial Officer

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