April 15, 2013
VIA EDGAR FILING
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Attn: John Reynolds, Assistant Director
| Re: | Re: California Gold Corp. |
Amendment No. 5 to Registration Statement on Form S-1
Filed March 7, 2013
Amendment No. 6 to Registration Statement on Form S-1
Filed March 8, 2013
File No. 333-179466
Form 10-K for the Fiscal year Ended January 31, 2012
Filed May 2, 2012
Amendment No. 2 to Form 10-K for the Fiscal year Ended January 31, 2012 Filed March 15, 2012
File No. 333-134549
Dear Mr. Reynolds:
In response to your periodic report comments in the letter from you to me dated March 22, 2013, on behalf of California Gold Corp. (the “Company”), I acknowledge that:
| · | The Company is responsible for the adequacy and accuracy of the disclosures in its periodic report filings with the Commission; |
| · | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| · | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any questions or comments with respect to the foregoing, please contact me at (818) 542-6880. Thank you for your consideration.
| Very truly yours, | |||
| /s/James Davidson | |||
| James Davidson, Chief Executive Officer |
| cc: | Pamela Howell, Special Counsel; Ronald E. Alper, Staff Attorney |
Securities and Exchange Commission
