**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

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**FORM 10-K**

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**Annual Report pursuant to Rule 15d-2 of theSecurities Exchange Act of 1934, as amended**

**Contains only financial statements for thefiscal year ended December 31, 2006**

**Commissionfile number    333-133725-01**

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**US GOLD CANADIAN ACQUISITION CORPORATION**

(Name of name ofregistrant as specified in its charter)

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| **Alberta, Canada**                                              |   | **42-1701924**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
| **165  South Union Blvd., Suite 565, Lakewood, CO**         |   | **80228**                             |
| (Address of  principal executive offices)                        |   | (Zip Code)                            |

 

**Registrant’stelephone number, including area code: (303) 238-1438**

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Securities registeredpursuant to Section 12(b) of the Act: None

Securities registeredpursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.  Yes  o   No  x

Indicate by check mark if the registrant is notrequired to file reports pursuant to section 13 of Section 15(d) of theAct.  Yes  o   No  x

Indicate by check mark whether the Registrant(1) has filed all reports required to be filed by Sections 13 or15(d) of the Securities Exchange Act of 1934, during the preceeding 12months (or for such shorter period that the Registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes x    No  o

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K x.

Indicate by check mark whether the Registrant is alarge accelerated filer, an accelerated filer, or a non-acclerated filer (asdefined in Rule 12b-2 of the Exchange Act).  Check one: Largeaccelerated filer o  Acceleratedfiler o Non-accelerated filer x.

Indicate by check mark whether the Registrant is ashell company (as defined in Rule 12b-2 of the Securities Exchange Act of1934).  Yes o  No x

The aggregate market value of the exchangeable shares,no par value (“Exchangeable Shares”) held by non-affiliates of the Registrantas of June 30, 2006 was approximately $0, as no Exchangeable Shares had beenissued as of such date. As of May 18, 2007, the Registrant had 2 shares ofcommon stock and 38,027,674 Exchangeable Shares outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

 

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**US GoldCanadian Acquisition Corporation**

**Tableof  Contents**
|               | ** ** | ** **                                                                                | ** ** | ** ** | ** ** |
|---------------|------------|-------------------------------------------------------------------------------------------|------------|------------|------------|
| ** **    |       |                                                                                      |       |       |       |
| ** **    |       | **EXPLANATORY NOTE**                                                                      |       |       |       |
| ** **    |       |                                                                                      |       |       |       |
| **Item  8**   | ** ** | **FINANCIAL  STATEMENTS**                                                                 | ** ** | ** ** | ** ** |
|          |       | Report of Independent Registered Public Accounting  Firm                                  |       |       |       |
|          |       | Statement of Operations for the period ended December  31, 2006                           |       |       |       |
|          |       | Balance Sheet at December 31, 2006                                                        |       |       |       |
|          |       | Statement of Changes in Shareholder’s Equity for the  period ended December 31, 2006 |       |       |       |
|          |       | Statement of Cash Flows for the period ended December  31, 2006                           |       |       |       |
|          |       | Notes to Financial Statements                                                             |       |       |       |
|          |       |                                                                                      |       |       |       |
| **Item9A(T)** | ** ** | **CONTROLS AND PROCEDURES**                                                               |       |       |       |
|          |       |                                                                                      |       |       |       |
| **Item 15**   | ** ** | **EXHIBITS**                                                                              |       |       |       |
|          |       |                                                                                      |       |       |       |
|          | ** ** | **SIGNATURES**                                                                            |       |       |       |

 

**EXPLANATORY NOTE**

OnFebruary 8, 2007, the registration statements of US Gold Canadian AcquisitionCorporation and our co-registrant, US Gold Corporation, filed on Form S-4(Commission File Nos. 333-138233, 333-138271 and 333-138272) (the “Form S-4Registration Statements”) relating to the tender offers for all of theoutstanding common shares of each of White Knight Resources Ltd., NevadaPacific Gold Ltd. and Tone Resources Limited, respectively, were declaredeffective by the Securities and Exchange Commission (the “SEC”).  A detailed description of the tender offersis included in the Form S-4 Registration Statements, as amended.

Rule15d-2 (“Rule 15d-2”) under the Securities Exchange Act of 1934, as amended,provides generally that if a company files a registration statement under theSecurities Act of 1933, as amended, which does not contain certified financialstatements for the company’s last full fiscal year (or for the life of thecompany if less than a full fiscal year), then the company must, within 90 daysafter the effective date of the registration statement, file a special reportfurnishing certified financial statements for the last full fiscal year orother period as the case may be. Rule 15d-2 further provides that thespecial financial report is to be filed under cover of the facing sheet of theform appropriate for annual reports of the company.

OurForm S-4 Registration Statements did not contain the certified financialstatements contemplated by Rule 15d-2; therefore, as required by Rule15d-2, we are hereby filing such certified financial statements with the SECunder cover of the facing page of an annual report on Form 10-K.

 

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**ITEM 8.**                               FINANCIAL STATEMENTS

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM**

Board of Directors and ShareholdersUS Gold Canadian Acquisition CorporationLakewood, Colorado

We have audited the accompanying balance sheet of USGold Canadian Acquisition Corporation as of December 31, 2006, and the relatedstatement of operations, changes in shareholder’s equity and cash flows for theperiod from April 18, 2006 (inception) through December 31, 2006. Thesefinancial statements are the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financial statements basedupon our audit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

Inour opinion, the financial statements referred to above present fairly, in allmaterial respects, the financial position of US Gold Canadian AcquisitionCorporation as of December 31, 2006, and the results of its operations and itscash flows for the period from April 18, 2006 (inception) through December 31,2006, in conformity with accounting principles generally accepted in the UnitedStates of America.
| /s/ Stark Winter Schenkein & Co., LLP |   |   |
|-------------------------------------------|--------|--------|
| May 17, 2007                              |   |   |
| Denver, Colorado                          |   |   |

 

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**US GOLD CANADIANACQUISITION CORPORATIONSTATEMENT OF OPERATIONSFOR THE PERIOD APRIL 18, 2006 (INCEPTION) TO DECEMBER 31, 2006**
| REVENUE:                           |   |       |       |
|------------------------------------|--------|------------|------------|
| Revenue                            |   | $          | —     |   |
| Total revenue                      |   | —     |       |
|                               |   |       |       |
| COSTS AND EXPENSES:                |   |       |       |
| Proposed acquisitions              |   | 6,833,845  |       |
| Total costs and  expenses          |   | 6,833,845  |       |
|                               |   |       |       |
| Operating (loss)                   |   | (6,833,845 | )          |
|                               |   |       |       |
| (Loss) before income  taxes        |   | (6,633,845 | )          |
| Provision for income  taxes        |   | —     |       |
| Net (loss)                         |   | $          | (6,633,845 | ) |
|                               |   |       |       |
| Basic and diluted per  share data: |   |       |       |
| Net (loss) - basic and  diluted    |   | $          | (N/A)      |   |

 

The accompanying notes are an integral part of thesefinancial statements.

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**US GOLD CANADIANACQUISITION CORPORATIONBALANCE SHEETDECEMBER 31, 2006**
| ASSETS                                                                                             |   |       |      |
|----------------------------------------------------------------------------------------------------|--------|------------|-----------|
| Current assets:                                                                                    |   |       |      |
| Cash and cash  equivalents                                                                         |   | $          | 1         |   |
| Total current  assets                                                                              |   | 1          |      |
|                                                                                               |   |       |      |
| TOTAL ASSETS                                                                                       |   | $          | 1         |   |
|                                                                                               |   |       |      |
| LIABILITIES &  SHAREHOLDER’S EQUITY                                                       |   |       |      |
| Current liabilities:                                                                               |   |       |      |
| Intercompany -  US Gold Corporation                                                                |   | $          | 6,833,845 |   |
| Total current  liabilities                                                                         |   | 6,833,845  |      |
|                                                                                               |   |       |      |
| Commitments and  contingencies                                                                     |   | —     |      |
|                                                                                               |   |       |      |
| Shareholder’s (deficit):                                                                      |   |       |      |
| Common shares,  no par value, unlimited shares authorized; 1 share issued and outstanding          |   | 1          |      |
| Exchangeable  shares, no par value, unlimited shares authorized, no shares issued and  outstanding |   | —     |      |
| Accumulated  (deficit)                                                                             |   | (6,883,845 | )         |
| Total  shareholder’s (deficit)                                                                |   | (6,883,844 | )         |
|                                                                                               |   |       |      |
| TOTAL LIABILITIES & SHAREHOLDER’S (DEFICIT)                                               |   | $          | 1         |   |

 

The accompanying notes are an integral part of thesefinancial statements.

** **

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**US GOLD CANADIANACQUISITION CORPORATIONSTATEMENT OF CHANGES IN SHAREHOLDER’S (DEFICIT)FOR THE PERIOD APRIL 18, 2006 (INCEPTION) TO DECEMBER 31, 2006**
| ** **                           | ** ** | **Common  Stock** | ** ** | **Common  Stock** | ** ** | **Exchangeable  Stock** | ** ** | **Exchangable  Stock** | ** ** | **Accumulated  (Deficit)** | ** ** | **Total**  | ** ** |
|--------------------------------------|------------|-------------------|------------|-------------------|------------|-------------------------|------------|------------------------|------------|----------------------------|------------|------------|------------|
| Balance, April 18, 2006  (Inception) |       | —            |       | $                 | —     |                    | —     |                   | $          | —                     |       | $          | —     |   | $ | — |   |
|                                 |       |              |       |              |       |                    |       |                   |       |                       |       |       |       |
| Sale of stock for cash  to US Gold   |       | 1                 |       | 1                 |       | —                  |       | —                 |       | —                     |       | 1          |       |
|                                 |       |              |       |              |       |                    |       |                   |       |                       |       |       |       |
| Net (loss)                           |       | —            |       | —            |       | —                  |       | —                 |       | (6,833,845                 | )          | (6,833,845 | )          |
|                                 |       |              |       |              |       |                    |       |                   |       |                       |       |       |       |
| Balance, December 31, 2006           |       | 1                 |       | $                 | 1          |                    | —     |                   | $          | —                     |       | $          | (6,833,845 | ) | $ | (6,833,844 | ) |

 

The accompanying notes are an integral part of thesefinancial statements.

** **

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**US GOLDCORPORATIONSTATEMENT OF CASH FLOWSFOR THE PERIOD APRIL 18, 2006 (INCEPTION) TO DECEMBER 31, 2006**
| Cash flows from  operating activities:                                |   |      |       |
|-----------------------------------------------------------------------|--------|-----------|------------|
| Cash paid to  suppliers and employees                                 |   | $         | (—    | ) |
| Cash (used in)  operating activities                                  |   | (—   | )          |
|                                                                  |   |      |       |
| Cash flows from  investing activities:                                |   | —    |       |
| Cash (used in)  investing activities                                  |   | —    |       |
|                                                                  |   |      |       |
| Cash flows from  financing activities:                                |   |      |       |
| Sale of common  stock for cash                                        |   | 1         |       |
| Cash provided by  financing activities                                |   | 1         |       |
|                                                                  |   |      |       |
| Increase in cash and  cash equivalents                                |   | 1         |       |
| Cash and cash  equivalents, beginning of year                         |   | —    |       |
| Cash and cash  equivalents, end of year                               |   | $         | 1          |   |
|                                                                  |   |      |       |
| Reconciliation of net  (loss) to cash (used in) operating activities: |   |      |       |
| Net (loss)                                                            |   | $         | (6,833,845 | ) |
| Increase in  liabilities related to operations                        |   | 6,833,845 |       |
| Cash (used in) operating activities                                   |   | $         | —     |   |

 

The accompanying notes are an integral part of thesefinancial statements.

 

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**US GOLD CANADIANACQUISITION CORPORATIONNOTES TO FINANCIAL STATEMENTSDecember 31, 2006**

**1.             Summary of Significant AccountingPolicies**

**Basisof Presentation**: US Gold Canadian Acquisition Corporation (the “Company”) was organizedunder the laws of the Province of Alberta, Canada on April 18, 2006 by itsparent, US Gold Corporation (“US Gold”). The Company was formed for the purposes of pursuing the proposedacquisition of certain Target Companies, as discussed in note 2 below.

**Cash and Cash Equivalents**:  The Company considerscash in banks, deposits in transit, and highly liquid debt instrumentspurchased with original maturities of three months or less to be cash and cashequivalents.

**Explorationand Development Costs:** Costs of acquiring mining properties and any exploration and developmentcosts are expensed as incurred unless proven and probable reserves exist andthe property is a commercially minable property.  Mine development costs incurred either todevelop new ore deposits, expand the capacity of operating mines, or to developmine areas substantially in advance of current production are capitalized.Costs incurred to maintain current production or to maintain assets on astandby basis are charged to operations. Costs of abandoned projects are chargedto operations upon abandonment. The Company evaluates, at least quarterly, thecarrying value of capitalized mining costs and related property, plant andequipment costs, if any, to determine if these costs are in excess of their netrealizable value and if a permanent impairment needs to be recorded. Theperiodic evaluation of carrying value of capitalized costs and any relatedproperty, plant and equipment costs are based upon expected future cash flowsand/or estimated salvage value in accordance with SFAS No. 144, “Accounting forImpairment or Disposal of Long-Lived Assets.”

**Revenue Recognition:**  Revenue from the sale of gold, if any, willbe recognized when delivery has occurred, title and risk of loss passes to thebuyer, and collectability is reasonably assured.  Gold sales, if any, will be made inaccordance with sales contracts where the price is fixed or determinable.  Generativeexploration program fees, received as part of an agreement whereby a thirdparty agrees to fund a generative exploration program in connection withmineral deposits in areas not previously recognized as containingmineralization in exchange for the right to enter into a joint venture in thefuture to further explore or develop specifically identified prospects, are recognizedas revenue in the period earned.  The Company has not generated any income fromgenerative exploration programs.

**OtherIncome Recognition**: Gains on the sale of mineral interests, if any, are included in otherincome and include the excess of the net proceeds from sales over the Company’snet book value in that property. Management contract fees are recognized asrevenue earned is determined to be realizable and included in other income.

**PerShare Amounts**: SFAS 128, “Earnings Per Share,” provides for the calculation of “Basic”and “Diluted” earnings per share. Basic earnings per share includes no dilutionand is computed by dividing income available to common shareholders by theweighted-average number of shares outstanding during the period (1 share for2006). Diluted earnings per share reflect the potential dilution of securitiesthat could share in the earnings of the Company, similar to fully dilutedearnings per share.

**IncomeTaxes:**  The Company accounts forincome taxes under SFAS 109, “Accounting for Income Taxes.”  Temporary differences are differences betweenthe tax basis of assets and liabilities and their reported amounts in thefinancial statements that will result in taxable or deductible amounts infuture years.

**Costs of Acquisition:**  Costs related to acquisitions are included inthe cost of acquisition when the acquisitions are determined probable.  Costs incurred prior to the date theacquisitions are determined probable are expensed.

**BusinessRisks:**  The Company continuallyreviews the mining risks it encounters in its operations. It mitigates thelikelihood and potential severity of these risks through the application ofhigh operating standards. The Company’s operations have been and in the futuremay be, affected to various degrees by changes in environmental regulations,including those for future site restoration and reclamation costs. The Company’sbusiness is subject to extensive license, permits, governmental legislation,control and regulations. The Company endeavors to be in compliance with theseregulations at all times.

**Useof Estimates:** The preparation of the Company’s financial statements in conformity withaccounting principles generally accepted in the United States of Americarequires the Company’s management to make estimates and assumptions that affectthe amounts of assets and liabilities, the disclosure of contingent assets andliabilities at the date of the financial 

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statements, andthe reported amounts of revenues and expenses during the reporting period.Actual results could differ from those estimates.

**FairValue of Financial Instruments**: SFAS 107, “Disclosures About Fair Value of Financial Instruments,”requires disclosure of fair value information about financial instruments. Fairvalue estimates discussed herein are based upon certain market assumptions andpertinent information available to management as of December 31, 2006.

The respectivecarrying value of certain on-balance-sheet financial instruments approximatetheir fair values. These financial instruments include cash, and accountspayable. Fair values were assumed to approximate carrying values for thesefinancial instruments since they are short term in nature and their carrying amountsapproximate fair value or they are receivable or payable on demand.

***RecentPronouncements***

In February 2006, the Financial AccountingStandards Board (“FASB”) issued SFAS 155, “Accounting for Certain HybridFinancial Instruments.”  This Statementamends FASB Statements No. 133, Accounting for Derivative Instruments andHedging Activities, and No. 140, Accounting for Transfers and Servicing ofFinancial Assets and Extinguishments of Liabilities.  This Statement resolves issues addressed inStatement 133 Implementation Issue No. D1, “Application of Statement 133 toBeneficial Interests in Securitized Financial Assets.”  This Statement:

f)                Permitsfair value remeasurement for any hybrid financial instrument that contains anembedded derivative that otherwise would require bifurcation

g)             Clarifieswhich interest-only strips and principal-only strips are not subject to therequirements of Statement 133

h)             Establishesa requirement to evaluate interests in securitized financial assets to identifyinterests that are freestanding derivatives or that are hybrid financialinstruments that contain an embedded derivative requiring bifurcation

i)                 Clarifiesthat concentrations of credit risk in the form of subordination are notembedded derivatives

j)                 AmendsStatement 140 to eliminate the prohibition on a qualifying special-purposeentity from holding a derivative financial instrument that pertains to abeneficial interest other than another derivative financial instrument.

The fair value election provided for inparagraph 4(c) of this Statement may also be applied upon adoption of thisStatement for hybrid financial instruments that had been bifurcated underparagraph 12 of Statement 133 prior to the adoption of this Statement. Earlieradoption is permitted as of the beginning of our fiscal year, provided we havenot yet issued financial statements, including financial statements for anyinterim period, for that fiscal year. Provisions of this Statement may beapplied to instruments that we hold at the date of adoption on aninstrument-by-instrument basis.

Adoption of this Statement is required asof the beginning of the first fiscal year that begins after December 31,2006.  The adoption of this statement isnot expected to have a material impact on the Company’s financial statements.

In March 2006, the FASB issued SFAS 156, “Accountingfor Servicing of Financial Assets.”  ThisStatement amends FASB Statement No. 140, Accounting for Transfers and Servicingof Financial Assets and Extinguishments of Liabilities, with respect to theaccounting for separately recognized servicing assets and servicingliabilities. This Statement:

f)                Requiresan entity to recognize a servicing asset or servicing liability each time itundertakes an obligation to service a financial asset by entering into aservicing contract in certain situations.

g)             Requiresall separately recognized servicing assets and servicing liabilities to beinitially measured at fair value, if practicable.

h)             Permitsan entity to choose either the amortization method or the fair valuemeasurement method for each class of separately recognized servicing assets andservicing liabilities.

 

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i)                 At itsinitial adoption, permits a one-time reclassification of available-for-salesecurities to trading securities by entities with recognized servicing rights,without calling into question the treatment of other available-for-salesecurities under Statement 115, provided that the available-for-sale securitiesare identified in some manner as offsetting the entity’s exposure to changes infair value of servicing assets or servicing liabilities that a servicer electsto subsequently measure at fair value.

j)                 Requiresseparate presentation of servicing assets and servicing liabilitiessubsequently measured at fair value in the statement of financial position andadditional disclosures for all separately recognized servicing assets andservicing liabilities.

Adoption of this Statement is required asof the beginning of the first fiscal year that begins after December 31,2006.  The adoption of this statement isnot expected to have a material impact on the Company’s financial statements.

InJune 2006, the Financial Accounting Standards Board (“FASB”) issued FASBInterpretation No. 48, “*Accounting forUncertainty in Income Taxes — an interpretation of FASB No. 109”*(“FIN48”). FIN 48 clarifies the accounting for uncertainty in income taxesrecognized in a company’s financial statements in accordance with SFAS No. 109and provides guidance on recognizing, measuring, presenting and disclosing inthe financial statements tax positions that a company has taken or expected totake on a tax return. FIN 48 is effective for fiscal years beginning afterDecember 15, 2006. The Company at this time has not evaluated the impact, ifany, of adopting FIN 48 on its financial statements.

InSeptember 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS157”). SFAS 157 defines fair value, establishes a framework for measuring fairvalue and expands disclosures about fair value measurements. This statementaddresses how to calculate fair value measurements required or permitted underother accounting pronouncements. SFAS 157 is effective for fiscal yearsbeginning after November 15, 2007. The Company at this time has not evaluatedthe impact, if any, of SFAS 157 on its financial statements.

InSeptember 2006, the FASB issued Statement of Financial Accounting Standards No.158, “Employers’ Accounting for Defined Benefit Pension and OtherPostretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)”(“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liabilityor asset and an offsetting adjustment to accumulated other comprehensive incometo report the funded status of defined benefit pension and other postretirementbenefit plans. SFAS No. 158 requires prospective application, recognition anddisclosure requirements effective for the Company’s fiscal year ending December31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assetsand obligations at their year-end balance sheet date. This requirement iseffective for the Company’s fiscal year ending December 31, 2009. The Company iscurrently evaluating the impact of the adoption of SFAS No. 158 and does notexpect that it will have a material impact on its financial statements.

InSeptember 2006, the United States Securities and Exchange Commission (“SEC”),adopted  SAB No. 108, “Considering theEffects of Prior Year Misstatements when Quantifying Misstatements in CurrentYear Financial Statements.” This SAB provides guidance on the consideration ofthe effects of prior year misstatements in quantifying current yearmisstatements for the purpose of a materiality assessment. SAB 108 establishesan approach that requires quantification of financial statement errors based onthe effects of each of the company’s balance sheet and statement of operationsfinancial statements and the related financial statement disclosures. The SABpermits existing public companies to record the cumulative effect of initiallyapplying this approach in the first year ending after November 15, 2006 byrecording the necessary correcting adjustments to the carrying values of assetsand liabilities as of the beginning of that year with the offsetting adjustmentrecorded to the opening balance of retained earnings. Additionally, the use ofthe cumulative effect transition method requires detailed disclosure of thenature and amount of each individual error being corrected through thecumulative adjustment and how and when it arose. The Company is currentlyevaluating the impact, if any, that SAB 108 may have on the Company’s resultsof operations or financial position.

**2.             PotentialAcquisitions**

OnFebruary 12, 2007, the Company and US Gold commenced formal offers (the “TenderOffers”) to acquire all the outstanding shares of White Knight Resources Ltd.,Nevada Pacific Gold Ltd., and Tone Resources Limited (collectively, the “TargetCompanies”). The Target Companies have mineral properties in the BattleMountain-Eureka Trend in Nevada, that are adjacent to or near US Gold’s Tonkinproperty.  These offers will expire onMarch 23, 2007.  The Company and US Goldhave offered to purchase all the outstanding shares of each of the TargetCompanies for the following consideration:

 

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·       0.35 of an exchangeable share of the Company for each outstanding shareof White Knight;

·       0.23 of an exchangeable share of the Company for each outstanding shareof Nevada Pacific Gold; and

·       0.26 of an exchangeable share of the Company for each outstanding shareof Tone Resources.

Theexchangeable shares have been structured to provide the holders the same votingand economic rights as the holders of US Gold’s common stock and are beingissued in an effort to provide more favorable tax treatment to the shareholdersof the Target Companies.  Theexchangeable shares are convertible at the option of the holder into shares ofUS Gold’s common stock on a one-for-one basis. The exchangeable shares have been conditionally approved for listing onthe Toronto Stock Exchange.

OnFebruary 12, 2007, the Company and US Gold’s registration statements on FormS-4 related to the Tender Offers were declared effective by the Securities andExchange Commission (the “SEC”).  TheTender Offers are subject to numerous conditions.

Ifall of these acquisitions are completed on the announced terms, the Companywould issue up to approximately 42.4 million shares of Exchangeable Shares (or49.1 million shares if the Target Companies’ currently outstanding options andwarrants are exercised), which shares are exchangeable for shares of the USGold’s common stock on a one-to-one basis. This would represent 46% of US Gold’s common stock outstanding after allof the transactions (49% if the Target Companies’ currently outstanding optionsand warrants are exercised).

TheCompany and US Gold have entered into certain agreements with regard to theproposed acquisition of the Target Companies with GMP Securities L.P.,Georgeson Inc., and Kingsdale Shareholder Services Inc., some of which includesuccess fees related to the acquisitions. The Company has incurred significant fees and expenses in connectionwith the proposed acquisitions, including investment banking, printing, legaland accounting fees, and expects to incur additional fees and expenses in thefuture.  In addition to the fees andexpenses of its own advisors, the Company is required to pay certain fees andexpenses incurred by the Target Companies under provisions of applicablelaw.  Through December 31, 2006, theCompany has incurred approximately $6,833,845 in costs connected with theproposed acquisitions.  The totalestimated amount of these fees and expenses through the initial acquisition ofthe Target Company shares is presently $12 million, although that estimate issubject to change.  A significant amountof the estimated fees and expenses will be incurred whether or not one or moreof the proposed acquisitions is successful. See Note 5 - SubsequentEvents, below.

**3.             Income Taxes**

Thetax effects of temporary differences that give rise to significant portions ofthe deferred tax assets and deferred tax liabilities at December 31, 2006, are presentedbelow:

| Deferred tax assets:              |   |       |      |
|-----------------------------------|--------|------------|-----------|
| Net operating (loss) carryforward |   | $          | 2,339,346 |   |
| Total gross deferred tax assets   |   | 2,339,346  |      |
| Less valuation allowance          |   | (2,339,346 | )         |
| Net deferred tax assets           |   | —     |      |
| Deferred tax  liabilities:        |   | —     |      |
|                              |   |       |      |
| Total net deferred tax  asset     |   | $          | —    |   |

 

The Companybelieves that it is unlikely that the net deferred tax asset will be realized.Therefore, a valuation allowance has been provided for net deferred tax assets.The change in valuation allowance of approximately $2,339,346 and reflects thenet operating (loss) carryforwards.

**4.             Shareholder’s (Deficit)**

As provided in theArticles of Incorporation, the Company’s authorized capital consists of anunlimited number of Class A shares, Class B shares, Class C shares, ClassD shares, Class E shares and Class F shares. The Company has designated and issued one share of Class A common stockto US Gold Corporation.  The Company hasalso designated Class B “Exchangeable Shares” or “Exchangeable Shares” forissuance in the Potential Acquisitions as discussed in Notes X and Y.

 

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The following discussionsummarizes the rights and privileges of our designated capital:

**Common Shares:**The holders of our common shares are entitled to one vote for each share heldof record on all matters submitted to shareholders, including the election ofdirectors.

**Exchangeable Shares:** The Exchangeable Shares, by virtue ofthe redemption and exchange rights attaching to them and the provisions ofcertain voting and support agreements, are intended to provide the holders withthe economic and voting rights that are, as nearly as practicable, equivalentto those of a holder of shares of common stock of US Gold.

Eachstock option of the Target Companies which gives the holder the right toacquire common shares of each of the Targets, when presented for exercise, willbe structured to be effectively exchanged for warrants to purchase exchangeableshares of the Company, at the same exchange rate offered in the offers, and weor US Gold would assume or adopt the Target Company stock option plans.

As Exchangeable Shares are converted into common stockof US Gold, the registered owner of those Exchangeable Shares will become shareholdersof US Gold.  As explained further in Note5, effective March 28, 2007, the Company took up and accepted the sharestendered by the shareholders of the Target Companies and issued 38,027,674Exchangeable Shares in payment for the tendered shares of the Targets.

**5.             Subsequent Events**

***Acquisitions of Target Companies.***

Asnoted in Note 2, on February 12, 2007, the Company and US Gold commenced formaloffers to acquire all the outstanding shares of White Knight, Nevada Pacificand Tone Resources (the “Target Companies”) and mailed offering circulars orprospectuses and related documents to shareholders of the three TargetCompanies.  These offers expired on March23, 2007.

Pursuant to the terms of theoffers, the Company and US Gold, offered to purchase all outstandingcommon shares of each of the Target Companies for the following consideration:

·         0.23 of an exchangeable share of the Company for each outstandingcommon share of Nevada Pacific;

·         0.26 of an exchangeable share of the Company for each outstandingcommon share of Tone Resources; and

·         0.35 of an exchangeable share of the Company for each outstandingcommon share of White Knight.

OnMarch 23, 2007, following expiration of the offers, the Company notified thedepository to accept for payment all the common shares of the Target Companiesthat had been validly tendered and not withdrawn.  The following information summarizes thenumber of shares tendered to the offers:

|                         | ** ** | **Number of Common  Shares Tendered** | ** ** | **Percentage of Outstanding  Common Shares** | ** ** |
|-------------------------|------------|------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| White Knight  Resources |       | 55,752,661                                           |       | 93.7                                                        | %          |
|                    |       |                                                 |       |                                                        |       |
| Nevada Pacific  Gold    |       | 59,278,256                                           |       | 83.5                                                        | %          |
|                    |       |                                                 |       |                                                        |       |
| Tone Resources          |       | 18,806,726                                           |       | 89.4                                                        | %          |

 

Asa result of the common shares tendered to the offers, on March 28, 2007, theCompany issued 38,027,674 exchangeable shares to the former shareholders of theTarget Companies.  The exchangeableshares will be convertible at the option of the holder into shares of theCompany’s common stock on a one-for-one basis.

**ITEM 9A(T).**                            CONTROLSAND PROCEDURES

(a)           Wemaintain a system of controls and procedures designed to ensure thatinformation required to be disclosed by us in reports that we file or submitunder the Securities Exchange Act of 1934, as amended, is recorded, 

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processed, summarized and reported, within timeperiods specified in the SEC’s rules and forms and to ensure that informationrequired to be disclosed by us in the reports that we file or submit under theSecurities Exchange Act of 1934, as amended, is accumulated and communicated toour management, including our Chief Executive Officer and Principal FinancialOfficer, as appropriate to allow timely decisions regarding requireddisclosure.  As of December 31, 2006,under the supervision and with the participation of our Chief Executive Officerand Principal Financial Officer, management has evaluated the effectiveness ofthe design and operation of our disclosure controls and procedures.  Based on that evaluation, the Chief ExecutiveOfficer and Principal Financial Officer concluded that our disclosure controlsand procedures were effective.

(b)           Changesin Internal Controls.  There were no changes in our internal controlover financial reporting during the quarter ended December 31, 2006, thatmaterially affected, or is reasonably likely to materially affect, our internalcontrols over financial reporting.

**ITEM 15.**             EXHIBITS

The following exhibitsare filed with or incorporated by reference in this report:
| Exh. 10.1 |   | Rights, Privileges, restrictions and Conditions  Attaching to the Exchangeable Shares of US Gold Canadian Acquisition  Corporation (Incorporated by reference from Report on Form 10-Q of US Gold  Corporation for the quarterly period ended March 31, 2007, Exhibit 10.1 File  No. 001-33190).                                                                  |
|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exh. 10.2 |   | Voting and Exchange Trust Agreement among US Gold  Corporation, US Gold Alberta ULC, US Gold Canandian Acquisition Corporation  and Computershare Trust Company of Canada dated March 22, 2007 (Incorporated  by reference from Report on Form 10-Q of US Gold Corporation for the  quarterly period ended March 31, 2007, Exhibit 10.2 File No. 001-33190). |
| Exh. 10.3 |   | Support Agreement between US Gold Corporation, US  Gold Alberta ULC, US Gold Canandian Acquisition Corporation dated March 22,  2007 (Incorporated by reference from Report on Form 10-Q of US Gold  Corporation for the quarterly period ended March 31, 2007, Exhibit 10.3 File  No. 001-33190).                                                                |
| Exh. 31.1 |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R.  McEwen.                                                                                                                                                                                                                                                              |
| Exh. 31.2 |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William F.  Pass.                                                                                                                                                                                                                                                               |
| Exh. 32   |   | Certification  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R.  McEwen and William F. Pass                                                                                                                                                                                                                                      |

 

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**SIGNATURES**

In accordance with Section13 or 15(d) of the Exchange Act of 1934, the Company has caused this Report tobe signed on its behalf by the undersigned, thereunto duly authorized.
|                      |   | US GOLD CANADIAN ACQUISITION CORPORATION                       |
|----------------------|--------|----------------------------------------------------------------|
|                 |   |                                                           |
|                 |   | /s/ Robert R. McEwen                                           |
| Dated: May 18,  2007 |   | By: Robert R. McEwen, Chairman of the Board                    |
|                 |   | and Chief Executive Officer                                    |
|                 |   |                                                           |
|                 |   |                                                           |
|                 |   | /s/ William F. Pass                                            |
| Dated: May 18,  2007 |   | By: William F. Pass, Vice President, Chief Financial  Officer, |
|                 |   | Principal Accounting Officer and Secretary                     |

 

In accordance with theExchange Act, this Report has been signed below by the following persons onbehalf of the Company and in the capacities and on the dates indicated.
| /s/ Robert R. McEwen |   | Chairman of the Board & Chief Executive Officer                |   | May 18, 2007 |
|----------------------|--------|--------------------------------------------------------------------|--------|--------------|
| Robert R. McEwen     |   |                                                               |   |         |
|                 |   |                                                               |   |         |
|                 |   |                                                               |   |         |
| /s/ Ann  Carpenter   |   | President, Chief Operating Officer & Director                  |   | May 18, 2007 |
| Ann Carpenter        |   |                                                               |   |         |
|                 |   |                                                               |   |         |
|                 |   |                                                               |   |         |
| /s/ William F,  Pass |   | Vice President, Chief Financial Officer, Secretary  & Director |   | May 18, 2007 |
| William F. Pass      |   |                                                               |   |         |
|                 |   |                                                               |   |         |

 

 

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**EXHIBIT INDEX**
| Exh. 10.1 |   | Rights, Privileges, restrictions and Conditions  Attaching to the Exchangeable Shares of US Gold Canadian Acquisition  Corporation (Incorporated by reference from Report on Form 10-Q of US Gold  Corporation for the quarterly period ended March 31, 2007, Exhibit 10.1 File  No. 001-33190).                                                             |
|-----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Exh. 10.2 |   | Voting and Exchange Trust Agreement among US Gold  Corporation, US Gold Alberta ULC, US Gold Canandian Acquisition Corporation  and Computershare Trust Company of Canada dated March 22, 2007 (Incorporated  by reference from Report on Form 10-Q of US Gold Corporation for the  quarterly period ended March 31, 2007, Exhibit 10.2 File No. 001-33190). |
| Exh. 10.3 |   | Support Agreement between US Gold Corporation, US  Gold Alberta ULC, US Gold Canandian Acquisition Corporation dated March 22,  2007 (Incorporated by reference from Report on Form 10-Q of US Gold  Corporation for the quarterly period ended March 31, 2007, Exhibit 10.3 File  No. 001-33190).                                                           |
| Exh. 31.1 |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert R.  McEwen.                                                                                                                                                                                                                                                              |
| Exh. 31.2 |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William F.  Pass.                                                                                                                                                                                                                                                               |
| Exh. 32   |   | Certification  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert R.  McEwen and William F. Pass                                                                                                                                                                                                                                           |

 

 

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