**Exhibit31.2**

CERTIFICATEPursuant to Section 302 of theSarbanes-Oxley Act of 2002

I, WILLIAM F. PASS, certify that:

# I have reviewed this Annual Report on Form 10-K of USGold Canadian Acquisition Corporation for the year ended December 31, 2006.

# Based on my knowledge, this Report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this Report;

# Based on my knowledge, the financial statements, andother financial information included in this Report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the issuer as of, and for, the periods presented in this Report;

# The issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the issuer and have:

## Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the issuer, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this Report is being prepared;

## Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

## Evaluated theeffectiveness of the issuer’s disclosure controls and procedures and presentedin this Report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this Reportbased on such evaluation; and

## Disclosed inthis Report any change in the issuer’s internal control over financialreporting that occurred during the issuer’s most recent fiscal quarter (theissuer’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the issuer’sinternal control over financial reporting; and

# The issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the issuer’s auditors and the audit committee of theissuer’s board of directors (or persons performing the equivalent functions):

## Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the issuer’s ability to record, process, summarize and reportfinancial information; and

## Any fraud,whether or not material, that involves management or other employees who have asignificant role in the issuer’s internal control over financial reporting.

Dated:  May 17, 2007.
|        |   | US GOLD CANADIAN ACQUISITION CORPORATION                                |   |   |
|--------|--------|-------------------------------------------------------------------------|--------|--------|
|   |   |                                                                    |   |   |
|   |   | /s/ William F. Pass                                                     |   |   |
|   |   | William F. Pass, Vice President, Chief Financial  Officer and Secretary |   |   |

 

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