**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

 

| **x**                                                                                                                                                            | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------|
|                                                                                                                                                             |                                                                                                |
| **For the fiscal year ended December 31, 2007**                                                                                                             |
|                                                                                                                                                             |                                                                                                |
| **o**                                                                                                                                                            | **TRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**   |
|                                                                                                                                                             |                                                                                                |
| **For the transition period from                        to** |

 

**Commission file number33-133725-01**

 

**US GOLD CANADIAN ACQUISITIONCORPORATION**

(Name of registrant as specified in its charter)

 

| **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’s telephone number, including area code):**(303) 238-1438**

 

Securities registered pursuant to Section 12(b) of theAct:  **None**

Securities registered pursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.     Yes o  No x

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.    o  Yes    x  No

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Exchange Act during the preceding 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.    x  Yes    o  No

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by checkmark 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 acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 
| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer x                     |   | Smaller reporting company o |
|---------------------------|--------|---------------------|--------|---------------------------------------------|--------|-----------------------------|
|                      |   |                |   | (Do not check if smaller reporting company) |   |                        |

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). o  Yes    x  No

 

**As of June 29, 2007 (thelast business day of the registrant’s second fiscal quarter), the aggregatemarket value of the registrant’s voting and non-voting common equity held bynon-affiliates was Cdn $123,128,000.  Asof March 27, 2008, the registrant had outstanding 1 share of common stockand 45,265,307 exchangeable shares, of which 32,885,307 were held byaffiliates.**

 

**DOCUMENTSINCORPORATED BY REFERENCE****:  None.**

 

 

 

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Explanatory Note 

 

This Amendment No. 1 to the Annual Report on Form 10-K/A (“AmendmentNo. 1”) of US Gold Canadian Acquisition Corporation (the “Company”) is beingfiled to amend the Company’s Annual Report on Form 10-K for the fiscal yearended December 31, 2007, previously filed on March 28, 2008 (the “OriginalFiling”) in order to revise Item 9A of Part II of the Original Filing, for thepurpose of removing references made to management’s report on internal controlover financial reporting and the attestation report on management’s assessment.  In addition, as further required by Rule12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),this Amendment No. 1 contains new certifications by our principal executiveofficer and our principal financial officer, filed as exhibits hereto underPart IV, Item 15 hereof.   Except for theforegoing amended information, this Amendment No. 1 on Form 10-K/A continues todescribe conditions as of the date of the Original Filing. The disclosurescontained herein have not been updated to reflect events that occurred at alater date.

 

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**ITEM 9A.****                                           ****CONTROLSAND PROCEDURES**

 

Duringthe fiscal period covered by this report, our management, with theparticipation of the Chief Executive Officer and Chief Financial Officer of theCompany, carried out an evaluation of the effectiveness of the design andoperation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)).  Based on suchevaluation, our Chief Executive Officer and Chief Financial Officer haveconcluded that, as of the end of the period covered by this report, ourdisclosure controls and procedures are effective to ensure that informationrequired to be disclosed by us in reports that we file or submit under theExchange Act is recorded, processed, summarized and reported within therequired time periods and are designed to ensure that information required tobe disclosed in our reports is accumulated and communicated to our management,including our Chief Executive Officer and Chief Financial Officer, asappropriate to allow timely decisions regarding required disclosure.

 

Therehas been no change in our internal control over financial reporting during themost recent fiscal quarter that has materially affected, or that is reasonablylikely to materially affect our internal control over financial reporting.

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) ofthe Exchange Act, the Company caused this Amendment No. 1 to the Annual Reporton Form 10-K/A be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|                           | US GOLD CANADIAN ACQUISITION CORPORATION |
|--------------------------------|------------------------------------------|
|                           |                                     |   |
|                           |                                     |   |
|                           | By:                                      | /s/ Robert R. McEwen |
| Dated: September 29, 2008 |                                     | Robert R. McEwen, Chairman of the Board of   Directors and Chief Executive Officer |

 

In accordance with the Exchange Act, this Report hasbeen signed below by the following persons on behalf of the Company and in thecapacities and on the dates indicated.

 
| /s/ Robert R. McEwen |   | Chairman of the Board of Directors and Chief Executive |   | September 29, 2008 |
|----------------------|--------|--------------------------------------------------------|--------|-------------------------|
| Robert R. McEwen     |   | Officer (Principal  Executive Officer)                 |   |                    |
|                 |   |                                                   |   |                    |
| /s/ Perry Y. Ing     |   | Vice President, Chief Financial Officer (Principal     |   | September 29, 2008 |
| Perry Y. Ing         |   | Financial and Accounting  Officer) and Director        |   |                    |

 

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