UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(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, 2012
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: 000-54706
CALIFORNIA GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 83-483725 |
| (State of Incorporation) | (IRS Employer Identification No.) |
4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011
(818) 542-6891
(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. Yesx 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). YesxNo¨
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 companyx | |||
(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¨ Nox
There were 115,951,260 shares of common stock issued and outstanding as of September 19, 2012.
CALIFORNIA GOLD CORP.
EXPLANATORY NOTE
This Amendment No. 1 to California Gold Corp.’s (the Company”) Quarterly Report on Form 10-Q for the period ended July 31, 2012 (“Form 10-Q”), as filed with the Securities and Exchange Commission on September 19, 2012, is being filed solely to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in eXtensible Business Reporting Language: (i) the Company’s consolidated balance sheets (unaudited) as of July 31, 2012 and January 31, 2012, (ii) the Company’s consolidated statements of expenses (unaudited) for the three and six months ended July 31, 2012 and 2011 and the period from inception (April 19, 2004) to July 31, 2012, (iii) the Company’s consolidated statements of cash flows (unaudited) for the six months ended July 31, 2012 and 2011 and the period from inception (April 19, 2004) to July 31, 2012 (unaudited), and (v) the notes to the Company’s consolidated financial statements (unaudited).
No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly report.
| Exhibit | |
| Number | Description |
| 31.1/31.2 | 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 |
| 32.1/32.2* | 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 |
| 101 INS | XBRL Instance Document |
| 101 SCH | XBRL Schema Document |
| 101 CAL | XBRL Calculation Linkbase Document |
| 101 LAB | XBRL Labels Linkbase Document |
| 101 PRE | XBRL Presentation Linkbase Document |
| 101 DEF | XBRL Definition Linkbase Document |
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document
____________________
* 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.
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: October 10, 2012 | California Gold Corp.
By /s/ James D. Davidson James D. Davidson President, Treasurer, Principal Executive Officer, Principal Financial Officer |