** **

**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

** **

**FORM10-Q**

** **
| **(Mark  One)** |
|-----------------|
| **x**           | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934** |
|            |   |
| ** **      | **For  the quarterly period ended September 30, 2007** |
| ** **      | ** ** |
| **o**           | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE EXCHANGE ACT** |
|            |   |
| ** **      | **For the transition period from                          to                      ** |
|            |   |
| ** **      | **Commission File Number:  333-133725-01** |

** **

**US GOLD CANADIAN ACQUISITIONCORPORATION**

(Exact name ofregistrant as specified in its charter)

 

| **Alberta, Canada**              | ** ** | **42-1701924**       |
|----------------------------------|------------|----------------------|
| (State or other  jurisdiction of |       | (I.R.S. Employer     |
| incorporation or  organization)  |       | Identification  No.) |

 

**165 South Union Blvd., Suite 565, Lakewood,Colorado 80228**

(Address of principal executive offices)  (Zip code)

 

Registrant’s telephone number including areacode:  **(303)238-1438**

 

(Registrant’stelephone number, including area code)

 

**N/A**

(Former name,former address and former fiscal year, if changed since last report)

 

Indicateby check mark whether the registrant (1) filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes x   No o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. 

Larger accelerated filer o  Accelerated filer o Non-accelerated filer x

 

Indicateby check mark whether registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).  Yes o  No x

 

Indicatethe number of shares outstanding of each of the issuer’s classes of commonstock, as of the latest practicable date: As of November 8, 2007, 2 shares ofcommon stock, and 42,968,830 exchangeable shares were outstanding.

 

 

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**US GOLD CANADIAN ACQUISITION CORPORATION**

** **

**Index**

** **
| Part  I - FINANCIAL INFORMATION |                                                                                                                              |
|---------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
|                            |                                                                                                                              |   |
| Item 1.                         | Consolidated Balance Sheets at  September 30, 2007 (unaudited) and December 31, 2006                                              |   |
|                            |                                                                                                                              |   |
|                            | Consolidated  Statements of Operations and Comprehensive Loss for the three and nine months  ended September 30, 2007 (unaudited) |   |
|                            |                                                                                                                              |   |
|                            | Consolidated  Statement of Cash Flows for the nine months ended September 30, 2007  (unaudited)                                   |   |
|                            |                                                                                                                              |   |
|                            | Notes to Consolidated Financial Statements (unaudited)                                                                            |   |
|                            |                                                                                                                              |   |
| Item 2.                         | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                                       |   |
|                            |                                                                                                                              |   |
| Item 3.                         | Quantitative  and Qualitative Disclosure about Market Risk                                                                        |   |
|                            |                                                                                                                              |   |
| Item 4.                         | Controls and  Procedures                                                                                                          |   |
|                            |                                                                                                                              |   |
| Part II - OTHER  INFORMATION    |                                                                                                                              |
|                            |                                                                                                                              |   |
| SIGNATURES                      |                                                                                                                              |   |
|                            |                                                                                                                              |   |
| Item 6.                         | Exhibits                                                                                                                          |   |

 

2

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**USGOLD CANADIAN ACQUISITION CORPORATION**

**CONSOLIDATED BALANCE SHEETS**

**(In U.S. Dollars)**

 
| ** **                                                                                                                                                                                                              | ** ** | **September 30,** | ** **  | **December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|-------------|-----------------------|------------|
| ** **                                                                                                                                                                                                              | ** ** | **2007**               | ** **  | **2006**              | ** ** |
| ** **                                                                                                                                                                                                              | ** ** | **(Unaudited)**        | ** **  | ** **            | ** ** |
| ASSETS                                                                                                                                                                                                                  | ** ** | ** **             | ** **  | ** **            | ** ** |
| Current assets:                                                                                                                                                                                                         |       |                   |        |                  |       |
| Cash and cash  equivalents                                                                                                                                                                                              |       | $                      | 813,302     |                  | $          | 1 |   |
| Other current  assets                                                                                                                                                                                                   |       | 1,861,008              |        | —                |       |
| Total current  assets                                                                                                                                                                                                   |       | 2,674,310              |        | 1                     |       |
|                                                                                                                                                                                                                    |       |                   |        |                  |       |
| Property and  equipment, net                                                                                                                                                                                            |       | 4,151,505              |        | —                |       |
| Capitalized  asset - asset retirement cost                                                                                                                                                                              |       | 1,268,932              |        | —                |       |
| Mineral property  interests                                                                                                                                                                                             |       | 236,974,753            |        | —                |       |
| Restrictive time  deposits for reclamation bonding                                                                                                                                                                      |       | 225,414                |        | —                |       |
| Goodwill                                                                                                                                                                                                                |       | 114,865,763            |        | —                |       |
| Other assets                                                                                                                                                                                                            |       | 356,127                |        | —                |       |
| TOTAL ASSETS                                                                                                                                                                                                            |       | $                      | 360,516,804 |                  | $          | 1 |   |
|                                                                                                                                                                                                                    |       |                   |        |                  |       |
| LIABILITIES  & SHAREHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                                  |       |                   |        |                  |       |
| Current liabilities:                                                                                                                                                                                                    |       |                   |        |                  |       |
| Accounts payable  and accrued liabilities                                                                                                                                                                               |       | $                      | 349,176     |                  | $          | — |   |
| Intercompany  -  US Gold                                                                                                                                                                                           |       |  12,241,064       |        | 6,833,845             |       |
| Total current  liabilities                                                                                                                                                                                              |       | 12,590,240             |        | 6,833,845             |       |
|                                                                                                                                                                                                                    |       |                   |        |                  |       |
| Asset retirement  obligation                                                                                                                                                                                            |       | 1,892,005              |        | —                |       |
| Deferred income  tax liability                                                                                                                                                                                          |       | 82,912,765             |        | —                |       |
| Other  liabilities                                                                                                                                                                                                      |       | 148,700                |        | —                |       |
| Total  liabilities                                                                                                                                                                                                      |       | 97,543,710             |        | 6,833,845             |       |
|                                                                                                                                                                                                                    |       |                   |        |                  |       |
| Shareholders’  equity (deficit):                                                                                                                                                                                   |       |                   |        |                  |       |
| Common stock, no  par value, 2 shares authorized, issued and outstanding as of September 30,  2007 and 1 share authorized, issued and outstanding as of December 31, 2006                                               |       | 7                      |        | 1                     |       |
| Exchangeable  stock, no par value, unlimited shares authorized, 42,968,830 shares issued  and outstanding as of September 30, 2007, none issued and outstanding as of  December 31, 2006 and additional paid-in-capital |       | 259,120,057            |        | —                |       |
| Warrants  outstanding                                                                                                                                                                                                   |       | 15,952,732             |        | —                |       |
| Accumulated  (deficit)                                                                                                                                                                                                  |       | (12,251,217            | )           | (6,833,845            | )          |
| Accumulated  other comprehensive income                                                                                                                                                                                 |       | 151,515                |        | —                |       |
| Total  shareholders’ equity (deficit)                                                                                                                                                                              |       | 262,973,094            |        | (6,833,844            | )          |
|                                                                                                                                                                                                                    |       |                   |        |                  |       |
| TOTAL  LIABILITIES & SHAREHOLDERS’ EQUITY (DEFICIT)                                                                                                                                                            |       | $                      | 360,516,804 |                  | $          | 1 |   |

 

The accompanyingnotes are an integral part of these consolidated financial statements.

 

3

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**US GOLD CANADIAN ACQUISITIONCORPORATION**

**CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**

**(In U.S. Dollars)**

 
| ** **                                        | ** ** | **Three Months Ended** | ** ** | **Nine Months Ended**  | ** ** |
|---------------------------------------------------|------------|----------------------------------|------------|----------------------------------|------------|
| ** **                                        | ** ** | **September 30, 2007** | ** ** | **September 30, 2007** | ** ** |
| REVENUE:                                          |       |                             |       |                             |       |
| Revenue                                           |       | $                                | —     |                             | $          | — |   |
| Total revenue                                     |       | —                           |       | —                           |       |
|                                              |       |                             |       |                             |       |
| COSTS AND  EXPENSES:                              |       |                             |       |                             |       |
| General and  administrative                       |       | 293,639                          |       | 536,760                          |       |
| Acquisition  costs                                |       | —                           |       | 414,161                          |       |
| Property holding  costs                           |       | 657,958                          |       | 1,695,655                        |       |
| Exploration  costs                                |       | 1,823,747                        |       | 3,604,120                        |       |
| Accretion of  asset retirement obligation         |       | 32,272                           |       | 68,315                           |       |
| Depreciation                                      |       | 17,787                           |       | 35,406                           |       |
| Total costs and  expenses                         |       | 2,825,403                        |       | 6,354,417                        |       |
|                                              |       |                             |       |                             |       |
| Operating (loss)                                  |       | (2,825,403                       | )          | (6,354,417                       | )          |
|                                              |       |                             |       |                             |       |
| OTHER INCOME  (EXPENSES):                         |       |                             |       |                             |       |
| Interest income                                   |       | 42,537                           |       | 86,323                           |       |
| Interest expense                                  |       | (79,312                          | )          | (79,312                          | )          |
| Foreign currency  gain                            |       | 527,396                          |       | 557,504                          |       |
| Loss on sale of  other asset                      |       | (15,490                          | )          | (15,490                          | )          |
| Total other  income                               |       | 475,131                          |       | 549,025                          |       |
|                                              |       |                             |       |                             |       |
| Loss before  income taxes                         |       | (2,350,272                       | )          | (5,805,392                       | )          |
| Provision for  income taxes                       |       | —                           |       | —                           |       |
| Loss before minority  intersets                   |       | (2,350,272                       | )          | (5,805,392                       | )          |
|                                              |       |                             |       |                             |       |
| Minority  interests share of loss                 |       | —                           |       | 388,020                          |       |
| Net loss                                          |       | $                                | (2,350,272 | )                                | $          | (5,417,372 | ) |
| Other  comprehensive income:                      |       |                             |       |                             |       |
| Unrealized gain  on available-for-sale securities |       | 151,515                          |       | 151,515                          |       |
| Comprehensive  loss                               |       | $                                | (2,198,757 | )                                | $          | (5,265,857 | ) |
|                                              |       |                             |       |                             |       |
| Basic and  diluted per share data:                |       |                             |       |                             |       |
| Net loss - basic  and diluted                     |       | $                                | (0.05      | )                                | $          | (0.20 | ) |
|                                              |       |                             |       |                             |       |   |   |
| Weighted average  shares - basic and diluted      |       | 42,968,830                       |       | 27,344,636                       |       |

 

The accompanyingnotes are an integral part of these consolidated financial statements.

 

4

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**USGOLD CANADIAN ACQUISITION CORPORATION**

**CONSOLIDATED STATEMENT OF CASH FLOWS(UNAUDITED)**

**Forthe Nine Months Ended September 30, 2007**

**(InU.S. Dollars)**

 
| Cash flows from  operating activities:                              |   |       |       |
|---------------------------------------------------------------------|--------|------------|------------|
| Cash paid to  suppliers and employees                               |   | $          | (7,487,358 | ) |
| Interest  received                                                  |   | 86,323     |       |
| Income taxes  paid                                                  |   | —     |       |
| Cash used in  operating activities                                  |   | (7,401,035 | )          |
|                                                                |   |       |       |
| Cash flows from  investing activities:                              |   |       |       |
| Capital  expenditures                                               |   | (38,609    | )          |
| Loss on disposal  of asset                                          |   | 15,490     |       |
| Increase to  restricted investments securing reclamation            |   | 114,269    |       |
| Cash from  acquisitions                                             |   | 6,121,675  |       |
| Decrease in  other assets                                           |   | 37,080     |       |
| Acquisition  costs paid for mineral property interests              |   | (5,095,400 | )          |
| Cash provided by  investing activities                              |   | 1,154,505  |       |
|                                                                |   |       |       |
| Cash flows from  financing activities:                              |   |       |       |
| Advances from US  Gold                                              |   | 5,407,219  |       |
| Exercise of  stock options                                          |   | 1,084,196  |       |
| Common stock  purchased by US Gold                                  |   | 6          |       |
| Cash provided by  financing activities                              |   | 6,491,421  |       |
| Effect of  exchange rate change on cash                             |   | 568,410    |       |
| Increase in cash  and cash equivalents                              |   | 813,301    |       |
|                                                                |   |       |       |
| Cash and cash  equivalents, beginning of period                     |   | 1          |       |
| Cash and cash  equivalents, end of period                           |   | $          | 813,302    |   |
|                                                                |   |       |       |
| Reconciliation  of net (loss) to cash used in operating activities: |   |       |       |
|                                                                |   |       |       |
| Net loss                                                            |   | $          | (5,417,372 | ) |
| Adjustments to reconcile  net loss from operating activities:       |   |       |       |
| Stock option  expense                                               |   | 252,049    |       |
| Accretion of  asset retirement obligation                           |   | 68,315     |       |
| Minority  interest                                                  |   | (388,020   | )          |
| Depreciation                                                        |   | 35,406     |       |
| Changes in  non-cash working capital items:                         |   |       |       |
| Decrease in  other assets related to operations                     |   | (437,441   | )          |
| Increase in  liabilities related to operations                      |   | (1,513,972 | )          |
| Cash used in  operating activities                                  |   | $          | (7,401,035 | ) |

 

The accompanying notesare an integral part of these consolidated financial statements.

 

5

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** **

** **US GOLD CANADIAN ACQUISITIONCORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)September 30, 2007

** **

**1.             Summary ofSignificant Accounting Policies**

 

**Basis ofPresentation.**US GoldCanadian Acquisition Corporation (“we” or the “Company”) is a subsidiary of USGold Corporation (“US Gold”). The consolidated financial statements arereported in United States dollars. We were organized under the laws of theProvince of Alberta, Canada on April 18, 2006 to facilitate the acquisition ofthe Acquired Companies as discussed in Note 2.

 

The interim condensed consolidated financialstatements included herein have been prepared by the Company, without audit,pursuant to the rules and regulations of the Securities and Exchange Commission.Certain information and note disclosures normally included in financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”) have been condensed or omittedpursuant to such rules and regulations, although the Company believes that thedisclosures are adequate to make the information presented not misleading.

 

Inmanagement’s opinion, the condensed consolidated balance sheets as of September30, 2007 (unaudited) and December 31, 2006, the condensed consolidatedunaudited statements of operations and comprehensive loss for the three andnine months ended September 30, 2007, and the unaudited condensed consolidatedstatement of cash flows for the nine month period ended September 30, 2007,contained herein, reflect all adjustments, consisting solely of normalrecurring items, which are necessary for the fair presentation of our financialposition, results of operations and cash flows on a basis consistent with thatof our prior audited consolidated financial statements except for the adoptionof Financial Accounting Standards Board Interpretation No. 48, *Accounting for Uncertainty in Income Taxes – aninterpretation of FASB Statement No. 109*(“FIN 48”) which in accordance with the transitional provisions was adoptedon January 1, 2007 (see Note 5). However, the results of operations for theinterim periods may not be indicative of results to be expected for the fullfiscal year. It is suggested that these financial statements be read inconjunction with the audited financial statements and notes thereto included inthe Company’s Form 10-K for the year ended December 31, 2006.

 

**Basis of Consolidation**:  The consolidatedfinancial statements include the accounts of the Company and its subsidiaries andthe accounts of three exploration companies acquired effective March 28, 2007and June 28 and 29, 2007, as more fully disclosed in Note 2. Significantinter-company accounts and transactions have been eliminated.

 

**Cash Balances:** Cash balances in excess of immediate requirements are generally investedin money market accounts with banks. None of these funds are invested in assetbacked securities.

 

**Estimates.**The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

**Per Share Amounts.**SFAS 128,“Earnings Per Share,” provides for the calculation of “Basic” and “Diluted”earnings per share. Basic earnings per share includes no dilution and iscomputed by dividing income available to common shareholders by theweighted-average number of shares outstanding during the period (42,968,830 and27,344,636 for the three and nine month periods ended September 30, 2007).Diluted earnings per share reflect the potential dilution of securities thatcould share in the earnings of the Company and have been computed in accordancewith the treasury stock method based on the average number of common shares anddilutive common share equivalents. The Company had no common stock equivalents outstandingduring the periods ended September 30, 2007, although exchangeable shares couldbe issued under the terms of certain warrants acquired with the Acquired Companies.

 

**2.             BusinessAcquisitions**

 

On June 28 and 29, 2007, theCompany and US Gold completed the acquisition of all of the outstandingcommon shares of Nevada Pacific Gold Ltd. (“Nevada Pacific”), Tone Resources 

 

6

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Limited (“Tone”) and WhiteKnight Resources Ltd. (“White Knight”), individually, an “Acquired Company”  and collectively the “Acquired Companies”.The transactions completed on June 28 and 29, 2007 represented the second stageof the acquisitions that were originally commenced as tender offers in February2007 (“Tender Offer”). The first stage of the acquisitions was completed onMarch 28, 2007, at which time the Company acquired at least 80% of the commonshares of each Acquired Company and took control of their operations. TheAcquired Companies were acquired in exchange for the issuance of exchangeableshares of the Company, on the following terms:

 

•                  0.23 of an exchangeable share of the Companyfor each outstanding common share of Nevada Pacific;

 

•                  0.26 of an exchangeable share of the Companyfor each outstanding common share of Tone; and

 

•                  0.35 of an exchangeable share of the Companyfor each outstanding common share of White Knight.

 

Withthe second stage acquisition transactions, the minority interests in theAcquired Companies not previously owned by the Company were acquired. Therefore,the Company and US Gold owned 100% of the Acquired Companies as of September30, 2007.

 

TheCompany believes the acquisition of the Acquired Companies was beneficialbecause each of them was exploring in the Cortez Trend in Nevada and owned andoperated exploration properties that are adjacent to or near US Gold’s Tonkinproperty, and because the acquisitions resulted in US Gold having a largerland position within the Cortez Trend along with added technical expertise withretained key employees of the Acquired Companies.

 

Inthe Tender Offer transactions, the Company issued approximately 38,027,674exchangeable shares to tendering shareholders, and in the second stageacquisition transactions, issued approximately 4,941,156 additionalexchangeable shares, for aggregate of approximately 42,968,830 exchangeableshares for all of the Acquired Companies. The total issuance was comprised of16,386,682 exchangeable shares for Nevada Pacific, 5,618,332 exchangeableshares for Tone and 20,963,816 exchangeable shares for White Knight.

 

Theexchangeable shares are exchangeable for US Gold’s common stock on aone-for-one basis. Optionholders and warrantholders of the Acquired Companieshave received replacement options or warrants entitling the holders to receive,upon exercise, shares of US Gold’s common stock in the case of options, andexchangeable shares of the Company for warrants, each reflecting the same shareexchange ratio as that of the Tender Offer transactions with appropriateadjustment of the exercise price per share.

 

Theoptions and warrants of the Acquired Companies exercisable for the Company’s and US Gold’s shares have been included as partof the purchase price consideration at their fair values based on theBlack-Scholes option pricing model is illustrated below. Exchangeable sharesof the Company reserved for warrants were 2,921,000 for Nevada Pacific and704,600 for Tone. Shares of US Gold reserved for options were 859,050 forNevada Pacific, 249,666 for Tone, and 656,250 for White Knight.

 
| ** **     | ** ** | **Warrants** | ** ** | **Stock Options** | ** ** |
|----------------|------------|--------------|------------|------------------------|------------|
| Nevada Pacific |       | $            | 12,365,070 |                   | $          | 2,252,353 |   |
| Tone           |       | 3,587,662    |       | 1,069,183              |       |
| White Knight   |       | —       |       | 1,144,500              |       |
|                |            |              |            |                        |            |  |  |

 

7

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Theprincipal assumptions used in applying the Black-Scholes option pricing modelwere as follows:

 
| Risk-free  average interest rate                       |   | 5%           |   |
|--------------------------------------------------------|--------|--------------|--------|
| Dividend yield                                         |   | N/A          |   |
| Volatility  factor                                     |   | 102%         |   |
| Expected life –  options                          |   | 0.25-4 years |   |
| Remaining  periods to expiration dates – warrants |   | 9-14 months  |   |

 

The acquisitions have beenaccounted for as purchase transactions, with the Company being identified asthe acquirer and each of Nevada Pacific, Tone and White Knight as the acquirees.The measurement of the purchase consideration was based on the market prices ofUS Gold’s common stock 2 days before and 2 days after the announcement date ofMarch 5, 2006, which was $5.90 per share. The total purchase price, includingtransaction costs and the fair values of the options and warrants, amounted to$279,248,857.

 

The allocation of thepurchase price is summarized in the following table and is subject to furtherrefinement:

 
| ** **                                                                  | ** ** | **Total**   | ** **  |
|-----------------------------------------------------------------------------|------------|-------------|-------------|
| **Purchase price:**                                                    |       |        |        |
| Exchangeable  shares of the Company issued on acquisition                   |       | $           | 253,516,085 |   |
| Stock options to  be exchanged for options to purchase US Gold common stock |       | 4,466,036   |        |
| Share purchase  warrants to be exchanged for warrants of the Company        |       | 15,952,732  |        |
| Acquisition costs                                                           |       | 5,314,004   |        |
|                                                                        |       | $           | 279,248,857 |   |
| Net assets  acquired:                                                       |       |        |        |
| Cash and cash  equivalents                                                  |       | $           | 6,636,343   |   |
| Other current  assets                                                       |       | 681,561     |        |
| Joint venture  receivable                                                   |       | 541,456     |        |
| Long - term  receivable                                                     |       | 482,008     |        |
| Deferred  compensation charges                                              |       | 301,006     |        |
| Property, plant  and equipment, net                                         |       | 4,192,266   |        |
| Asset retirement  obligation assets                                         |       | 1,268,932   |        |
| Acquired mineral  property interests                                        |       | 236,974,753 |        |
| Reclamation  bonds                                                          |       | 339,683     |        |
| Accounts payable  and accrued liabilities                                   |       | (1,872,141  | )           |
| Other  liabilities                                                          |       | (415,119    | )           |
| Asset retirement  obligation                                                |       | (1,834,889  | )           |
| Deferred income  tax liability                                              |       | (82,912,765 | )           |
| Net identifiable  assets                                                    |       | 164,383,094 |        |
| Residual purchase  price allocated to goodwill                              |       | 114,865,763 |        |
|                                                                        |       | $           | 279,248,857 |   |

 

The purchase considerationfor the mining assets and property, plant and equipment exceeded the carryingvalue of the underlying assets for tax purposes by approximately $233,530,724. Thisamount has been applied to increase the carrying value of the mineralproperties and property and equipment for accounting purposes. However, thisdid not increase the carrying value of the underlying assets for tax purposesand resulted in a temporary difference between accounting and tax value. Theresulting 

 

8

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estimated future income taxliability associated with this temporary difference of approximately$82,912,765 was applied to goodwill.

 

For purposes of theCompany’s  financial statements, thepurchase consideration has been allocated on a preliminary basis to the fairvalue of assets acquired and liabilities assumed, with goodwill assigned tospecific reporting units, based on management’s best estimates and taking intoaccount all available information at the time these consolidated financialstatements were prepared. The Company will continue to review informationrelating to each of the Acquired Companies’ assets and intends to performfurther analysis with respect to these assets, including an independentvaluation, prior to finalizing the allocation of the purchase price. Thisprocess will be performed in accordance with EITF Abstracts, Issue No. 04-3, *Mining Assets: Impairment and Business Combinations*.Although the results of this review are presently unknown, it is anticipatedthat it will result in a change to the amount assigned to goodwill and a changeto the value attributable to tangible assets.

 

SFAS 141 “Business Combinations” require supplementalinformation on a pro forma basis to disclose the results of operations for theinterim periods as though the business combination had been completed as of thebeginning of the periods being reported on.

 

The following table sets forth on a pro forma basis,the results of operations for the Company, had the acquisition of the AcquiredCompanies been completed on January 1, 2007:

 
| ** **                                                        | ** ** | **US Gold Canadian Acquisition** | ** ** | **White Knight Resources** | ** ** | **Nevada Pacific** | ** ** | **Tone Resources** | ** ** | ** **   | ** ** |
|-------------------------------------------------------------------|------------|----------------------------------|------------|--------------------------------------|------------|-------------------------|------------|-------------------------|------------|--------------|------------|
| **Nine months ended September 30, 2007** | ** ** | **Corp.**                        | ** ** | **Ltd.**                             | ** ** | **Gold Ltd.**      | ** ** | **Limited (a)**    | ** ** | **Combined** | ** ** |
|                                                              |       |                             |       |                                 |       |                    |       |                    |       |         |       |
| Revanue                                                           |       | $                                | —     |                                 | $          | —                  |       | $                       | —     |         | $          | — |   | $ | — |   |
| Loss before  minority interests for the period                    |       | (5,805,392                       | )          | (4,354,156                           | )          | (2,435,298              | )          | (185,120                | )          | (12,779,966  | )          |
| Net loss for the  period                                          |       | (5,417,372                       | )          | (4,354,156                           | )          | (2,435,298              | )          | (185,120                | )          | (12,391,946  | )          |
| Loss per share                                                    |       |                             |       |                                 |       |                    |       |                    |       | $            | (0.45      | ) |
|                                                                   |            |                                  |            |                                      |            |                         |            |                         |            |              |            |  |  |  |  |  |

 

----

(a) Reflects Tone’sresults for the nine month period ended August 31, 2006

 

**3.             MineralProperties and Asset Retirement Obligations**

 

Thefollowing is a general description of the mineral properties of the AcquiredCompanies:

 

NevadaPacific holds an exploratory property portfolio covering approximately890 square miles of mineral rights in Mexico, including the Magistral GoldMine, as well as eleven properties in Nevada and one in Utah. The Nevadaproperty portfolio covers approximately 85 square miles, including landpackages in two significant gold producing regions: Cortez and the CarlinTrend.

 

WhiteKnight controls land holdings in Nevada, with most of the properties located onthe Cortez Trend. Its portfolio includes 19 properties totaling over 115 squaremiles with 15 of the properties located on the Cortez Trend. Three of the WhiteKnight properties are joint ventured to various companies subject to earn-inagreements. Barrick Gold Corporation has earned a 60% controlling interest inthe Patty (Indian Ranch) Project, with White Knight retaining approximately30%, and Chapleau Resources Ltd. retaining 10%. In the two remaining jointventures, White Knight holds 100% ownership subject to earn-in rights of theother participant.

 

Tone controls substantiallyall the mineral interests in seven properties totaling approximately 7 squaremiles, and located in Elko, Eureka, Lander, and Pershing counties in Nevada. Tone’smineral properties were acquired by Tone from KM Exploration Ltd., a privatecompany with a former common director, or were staked by that former Tonedirector. The properties are subject to a royalty of 1% of net smelter returns,except the Red Ridge property, and certain of the properties are also subjectto a royalty of 4% of net smelter returns. In addition, up to a maximum of twoof the Tone mineral properties are subject to earn-in rights by Teck ComincoAmerican Inc. (“Teck”) pursuant to a 2004 agreement. Teck generally has theright to acquire a 50% joint venture interest in selected properties byspending approximately $2.84 million on each after Tone has first spent anaggregate of $.94 million on each property, or up to 70% joint venture interestupon other elections by Teck and performance of other obligations. Tone has notreached the initial approximate $.94 million expenditure on any propertysubject to the Teck agreement and, as stated above, that agreement is limitedto earn-in rights to a maximum of two of the mineral properties.

 

TheCompany is responsible for reclamation of certain past and future disturbancesat its properties. In connection with the acquisitions of the AcquiredCompanies, the Company assumed and consolidated the respective asset retirementobligations and reclamation ofthose companies, as reflected in the table below, as well as relatedrestrictive deposits to secure those obligations. The Company maintainsrequired bonding for all of its properties and at September 30, 2007 has cashbonding in place of $225,414.

 

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Relatedto its obligations, the Company follows SFAS 143 “Accounting for AssetRetirement Obligations.” The following is a reconciliation of the aggregate ofasset retirement obligations for the nine months ended September 30, 2007:

 
| Asset retirement  obligation-January 1, 2007                   |   | $         | —    |   |
|----------------------------------------------------------------|--------|-----------|-----------|--------|
| Asset retirement  obligation acquired                          |   | 1,834,889 |      |
| Settlements  (final reclamation performed)                     |   | (11,199   | )         |
| Accretion of  liability                                        |   | 68,315    |      |
| Asset retirement  and reclamation liability-September 30, 2007 |   | $         | 1,892,005 |   |

 

Itis anticipated that the capitalized asset retirement costs will be charged toexpense based on the units of production method commencing with production fromthe various mineral properties, if any. There was no projected adjustmentduring 2007 for amortization expense of capitalized asset retirement costrequired under SFAS 143 since none of these properties were in operation.Actual asset retirement and reclamation, generally, will be commenced upon thecompletion of operations at the properties.

 

On June 12, 2007, US Gold’s board ofdirectors authorized efforts to investigate strategic alternatives for ourMexican properties, including the possible sale of some or all of the assetslocated in Mexico.

 

**4.             Property and Equipment**

 

At September 30, 2007, property andequipment consisted of the following:

 
| Trucks and  trailers            |   | $         | 163,736   |   |
|---------------------------------|--------|-----------|-----------|--------|
| Office furniture  and equipment |   | 36,075    |      |
| Building                        |   | 808,100   |      |
| Mining equipment                |   | 3,179,000 |      |
| Subtotal                        |   | 4,186,911 |      |
| Less:  accumulated depreciation |   | (35,406   | )         |
| Total                           |   | $         | 4,151,505 |   |

 

**5.             IncomeTaxes**

 

InJuly 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty inIncome Taxes, an interpretation of FASB Statement No. 109, Accounting forIncome Taxes (“FIN 48”). FIN 48clarifies the accounting for uncertainty in income taxes recognized infinancial statements and prescribes a recognition threshold and measurementattribute for the financial statement recognition and measurement of a taxposition taken or expected to be taken on a tax return, among other items. Thisinterpretation also provides guidance on derecognition, classification,interest and penalties, accounting in interim periods, disclosure, and transition.Additionally, in May 2007, the FASB published FASB Staff Position No. FIN 48-1,Definition of Settlement in FASB Interpretation No. 48 (“FSP FIN 48-1”). FSP FIN 48-1 is anamendment to FIN 48. It clarifies how an enterprise should determine whether atax position is effectively settled for the purpose of recognizing previouslyunrecognized tax benefits. FSP FIN 48-1 is effective upon the initial adoptionof FIN 48.

 

The Company adopted theprovisions of FIN 48 on January 1, 2007. As of January 1, 2007, the Company didnot have any unrecognized tax benefits. The adoption of FIN 48 did not resultin any cumulative effect adjustment to the January 1, 2007 balance of theCompany’s accumulated deficit. As a result of the 

 

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acquisition of the AcquiredCompanies, the Company recognized a $517,000 liability plus $660,000 of accruedinterest and penalties which relate to the Mexican properties which wasaccounted for as a part of the purchase price allocation.

 

Upon adoption of FIN 48, theCompany did not accrue for interest and penalties as there were no unrecognizedtax benefits. For the nine-month period ended September 30, 2007, the Companyaccrued for total interest related to income tax liability of $77,000. TheCompany recognized interest and penalties related to income tax liabilities asa component of interest expense.

 

Included in the balance ofunrecognized tax benefits at September 30, 2007 are $517,000 of tax benefitsthat, if recognized, would not affect the effective tax rate as it wasoriginally recorded as an adjustment to the purchase price allocation. In thenine-month period ending September 30, 2007, there was no increase in thebalance of unrecognized tax benefits of $517,000. Under current conditions andexpectations, management does not foresee any significant changes inunrecognized tax benefits that would have a material impact on the Company’sfinancial statements.

 

TheCompany has determined the classification of the unrecognized tax benefits onthe balance sheet and recorded such unrecognized tax benefits as non-currentliabilities according to the requirements of FIN 48. The basis for thisassessment is that the unrecognized tax benefits do not become statute barredwithin the next twelve months. In addition, the taxation authorities have notinstituted any audits of the unrecognized tax benefits. As a result, theCompany does not anticipate payment of the liability or settlement of theunrecognized tax benefits within one year of the balance sheet date.

 

TheCompany or its subsidiaries file income tax returns in Canada, the UnitedStates, and various other foreign jurisdictions. These tax returns are subjectto examination by local taxing authorities provided the tax years remain opento audit under the relevant statute of limitations. The following summarizesthe open tax years by major jurisdiction:

 

UnitedStates: 2003 to 2006

Canada:2000 to 2006

Mexico:2002 to 2006

 

Inthe course of the Company’s due diligence of the acquired Mexican propertiesowned by Nevada Pacific, the Company identified a potential total tax liabilityof $1,177,000 with respect to certain open tax positions of whichapproximately $660,000 related to potential interest. Nevada Pacific recognizedthe $1,177,000 tax liability as part of the Company’s preliminary purchaseallocation, which is still subject to further refinement.

 

**6.             Shareholders’Equity**

 

As explained in Note 2,effective March 28, 2007, the Company took up and paid for the shares tenderedby the shareholders of the Acquired Companies and issued 38,027,674exchangeable shares for a majority of each of the Acquired Companies. EffectiveJune 28, 2007, the Company and US Gold completed plans of arrangement withNevada Pacific and Tone, and on June 29, 2007, completed a compulsoryacquisition of White Knight (collectively the “Second Phase AcquisitionTransactions”) under which the Company acquired the remaining shares of each ofthe Acquired Companies. Related to the Second Phase Acquisition Transactions,the Company issued 4,941,156 additional exchangeable shares, resulting in theissuance of an aggregate 42,968,830 exchangeable shares for the acquisition of100% of the issued and outstanding shares of the Acquired Companies.

 

Theexchangeable shares, by virtue of the redemption and exchange rights attachedto them and the provisions of certain voting and support agreements, providethe holders with the economic and voting 

 

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rights that are, as nearly as practicable,equivalent to those of a holder of shares of common stock of US Gold. The voting rights associated with theexchangeable shares are exercised by a trustee for US Gold as the owner of theone outstanding share of Series A Special Voting Preferred Stock (“SpecialVoting Share”) pursuant to the provisions of a Voting and Exchange TrustAgreement. The Special Voting Share of US Gold entitles the trustee to anaggregate number of votes equal to the number of exchangeable shares of theCompany issued and outstanding from time to time and which are not owned by USGold or its subsidiaries.   Exceptas otherwise provided by law, the holder of the Special Voting Share and theholders of US Gold’s common stock vote together as one class on all matters submittedto a vote of shareholders. The holder of the Special Voting Share has nospecial voting rights, and its consent shall not be required, except to theextent it is entitled to vote with the holders of shares of US Gold commonstock for taking any corporate action.

 

Through September 30, 2007,approximately 19,657,853 exchangeable shares of the Company had been exchangedfor an equivalent amount of common stock of US Gold and US Gold and its subsidiaries acquired that number of sharesof the Company through that date. Therefore, as of September 30, 2007, US Goldholds 46% of the outstanding shares of the Company.

 

Unrealized gains and losses on the Company’s available-for-sale securitieshave been reported as a net amount in a separate component of shareholders’equity and is included in other comprehensive loss on the consolidatedstatements of operations and comprehensive loss.

 

**7.             RelatedParty Transactions**

 

*RobertR. McEwen.**  *

 

Inconnection with the acquisition of the Acquired Companies, Robert McEwentendered all of his shares in the Acquired Companies and received 6,868,350exchangeable shares on the same basis as the other shareholders of the AcquiredCompanies. Robert McEwen is the Chairman of our Board of Directors and  our Chief Executive Officer and holds similarpositions with US Gold.

 

Inconnection with the second stage of the acquisition of the Aquired Companies,the Company assumed the obligations under warrant agreements of those companies.Warrants held by Mr. McEwen were assumed by the Company on the same basis aswarrants owned by other holders, and are now exercisable to acquire 3,525,000exchangeable shares of the Company at exercise prices ranging from approximately$0.91 to $2.05 per share and expiring between December 14, 2007 and May 11,2008.

 

*Ann S. Carpenter*.

 

Inconnection with the acquisition of the Acquired Companies, Ann Carpenter tenderedall of her Shares in the Acquired Companies and received 2,550 exchangeableshares on the same basis as the other shareholders of the Acquired Companies. Ms.Carpenter is our President, Chief Operating Officer and a member of our Boardof Directors and holds similar positions with US Gold.

 

*US Gold*

 

Theintercompany payable due to US Gold of $12,241,064 as of September 30, 2007 isan unsecured, non-interest bearing payable which is due on demand.

 

**Item 2. MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS**

 

**Overview**

 

Thefollowing discussion updates our plan of operation for the foreseeable future.It also analyzes our financial condition at September 30, 2007 and compares itto our financial condition at December 31, 2006. Finally, the discussionsummarizes the results of our operations for the three and nine months endedSeptember 30, 2007. We had no operations during the three and nine months endedSeptember 30, 2006, and consequently no financial statements are presented forthose periods. We suggest that you read this discussion in connection with theMANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION contained in ourannual report on Form 10-K for the year ended December 31, 2006.

 

Wewere organized in April 2006 to facilitate the acquisition of the AcquiredCompanies by US Gold Corporation (“US Gold”). Specifically, we were organizedin an effort to provide more favorable tax treatment to the Canadianshareholders of the Acquired Companies in connection with the anticipatedexchange of stock for the common shares of those companies. Upon expiration ofthe offers, discussed more fully below, our exchangeable shares were issued tothe shareholders of the Acquired Companies and we now own 100% 

 

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ofeach of the Acquired Companies. We are in the exploration stage for accountingpurposes, since we have had no revenue from operations. There is no comparativeoperating data for the three or nine months ended September 30, 2006.

 

As of June 29,2007, the Company and US Gold completed the acquisition of all of theoutstanding common shares of Nevada Pacific Gold Ltd. (“Nevada Pacific”), ToneResources Limited (“Tone”) and White Knight Resources Ltd. (“White Knight”),individually, an “Acquired Company” and collectively the “Acquired Companies”.The transactions completed on June 28 and 29, 2007 represented the second stageof these acquisitions that were originally commenced as tender offers inFebruary 2007. The first stage of the acquisitions was completed on March 28,2007, at which time the Company acquired at least 80% of the common shares ofeach Acquired Company and took control of their operations. The AcquiredCompanies were acquired in exchange for the issuance of our exchangeable shareson the following terms:

 

•         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; and

 

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

 

Withthese second stage acquisition transactions, the minority interests in theAcquired Companies not previously owned by us were acquired. Therefore, we own100% of the Acquired Companies as of September 30, 2007.

 

**Plan ofOperation**

 

Ourplan of operation for the balance of 2007 is to continue an exploration andevaluation program at the properties of the Acquired Companies. Priorityexploration drilling targets have been identified on the Keystone and Gold Barproperties, on the Cortez Trend, and the Limo property on the Carlin Trend. Additionaltargets are being developed through the ongoing exploration process. Alsoduring the remainder of 2007, the Company will develop its exploration programfor 2008 based in part on the results of the 2007 exploration programs.

 

Wehave incurred significant fees and expenses in connection with the acquisitionsof the Acquired Companies, including investment banking, legal and accountingfees, with $6.8 million expensed during the year ended December 31, 2006. Forthe 2007 period and through September 30, we have incurred or accrued approximately$5.7 million of such costs of which $.4 million were expensed prior to theacquisitions being deemed probable, and $5.3 million capitalized in the costsof the acquisitions.

 

**Liquidity and Capital Resources**

 

We rely upon US Gold for all of ourliquidity and capital resource needs. Other than advances from US Gold, ouronly source of capital at present is cash on hand and possible exercise ofwarrants since we have no revenue.  Ourcapital needs include funds for continued exploration of the Acquired Company’sproperties, as well as holding costs and general and administrativeexpenses.  Assuming that US Gold’songoing operations and exploration activity are consistent with activityexperienced by them in third quarter of 2007, and their related cash used inoperations, be believe that US Gold’s cash on hand is adequate to fund ongoingoperations, including the Company’s, through 2008.  US Gold anticipates requiring additionalcapital funding in order to continue its plan of operations in 2009. US Gold iscurrently evaluating strategic alternatives in order to meet its fundingrequirements.

 

As of September 30, 2007, we had negativeworking capital of $9,915,930 comprised of current assets of $2,674,310 andcurrent liabilities of $12,590,240. The current liabilities include $12,241,064due to US Gold. During this period the Company recorded a foreign currency gainof $.6 million mainly due to the weakening U.S. dollar against the Canadiandollar and its effect on the net monetary assets that are denominated inCanadian dollars.

 

Net cash usedin operations is $7,401,035 for the nine months ended September 30, 2007. Cashpaid to suppliers and employees was $7,487,358 during the 2007 periodreflecting payments of fees and expenses 

 

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incurred inconnection with the acquisitions and assumption of responsibilities formanagement and operations of the Acquired Companies as well as exploration.

 

Cashprovided by investing activities for the nine months ended September 30, 2007was $1,154,505, primarily reflecting cash acquired in the acquisitions, exercise of stock options, andacquisition costs paid for mineral property interests.

 

Cashprovided by financing activities was $6,491,420 for the nine months endedSeptember 31, 2007 reflecting advances from US Gold and exercise of stockoptions.

 

**Results of Operations**

 

*Nine month period ended September 30, 2007*

 

For the nine months ended September 30,2007, we recorded a loss of $5,417,372, or $(0.20) per share, generallyreflecting costs related to the acquisitions, property holding expenses, andexploration expenses. Property holding costs totaled approximately $1.7 millionwhile exploration costs were approximately $3.6 million. During the 2007 periodthe Company recorded a foreign currency gain of $557,504 mainly due to theweakening U.S. dollar against the Canadian dollar and its effect on the netmonetary assets that are denominated in Canadian dollars.

 

We haveincurred significant fees and expenses in connection with the acquisitions ofthe Acquired Companies with $6.8 million expensed during the year endedDecember 31, 2006, including investment banking, legal and accounting fees, andexpect to incur additional fees and expenses in the future. For the nine monthsended September 30, 2007, we have incurred or accrued approximately $5.7million of such costs of which approximately $.4 million were expensed prior tothe acquisitions being deemed probable, and $5.3 million capitalized in thecosts of the acquisitions.

 

*Three month periodended September 30, 2007*

 

For the three months ended September 30,2007, we recorded a loss of $2,350,272, or $(0.05) per share. The net loss wasprimarily the result of property holding costs and exploration expense in the2007 period. During this period, we recorded a foreign currency gain of$527,396 mainly due to the weakening U.S. dollar against the Canadian dollarand its effect on the net monetary assets that are denominated in Canadiandollars.

 

**Forward-LookingStatements**

 

This Form 10-Q contains orincorporates by reference “forward-looking statements,” as that term is used infederal securities laws, about our financial condition, results of operationsand business. These statements include, among others:

 

•                  statements concerning the benefits that weexpect will result from our business activities and certain transactions thatwe contemplate or have completed, such as increased revenues, decreasedexpenses and avoided expenses and expenditures; and

 

•                  statements of our expectations, beliefs,future plans and strategies, anticipated developments and other matters thatare not historical facts.

 

These statements may be madeexpressly in this document or may be incorporated by reference to otherdocuments that we will file with the SEC. You can find many of these statementsby looking for words such as “believes,” “expects,” “anticipates,” “estimates”or similar expressions used in this report or incorporated by reference in thisreport.

 

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Theseforward-looking statements are subject to numerous assumptions, risks anduncertainties that may cause our actual results to be materially different fromany future results expressed or implied in those statements. Because thestatements are subject to risks and uncertainties, actual results may differmaterially from those expressed or implied. We caution you not to put unduereliance on these statements, which speak only as of the date of this report. Further,the information contained in this document or incorporated herein by referenceis a statement of our present intention and is based on present facts andassumptions, and may change at any time and without notice, based on changes insuch facts or assumptions.

 

**Risk Factors Impacting Forward-Looking Statements**

 

Theimportant factors that could prevent us from achieving our stated goals andobjectives include, but are not limited to, those set forth in other reports wehave filed with the SEC and the following:

 

•                              The success of our ongoing explorationprogram.

 

•                              The worldwide economic situation;

 

•                              Any change in interest rates or inflation;

 

•                              The willingness and ability of third partiesto honor their contractual commitments;

 

•                              Our ability to raise additional capital, asit may be affected by current conditions in the stock market and competition inthe gold mining industry for risk capital;

 

•                              Our costs of exploration and production; ifany

 

•                              Environmental and other regulations, as thesame presently exist and may hereafter be amended;

 

•                              Our ability to identify, finance andintegrate other acquisitions; and

 

•                              Volatility of our stock price.

 

Weundertake no responsibility or obligation to update publicly theseforward-looking statements, but may do so in the future in written or oralstatements. Investors should take note of any future statements made by or onour behalf.

 

**Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUTMARKET RISK**

 

Ourexposure to market risks includes, but is not limited to, the following risks:changes in foreign currency exchange rates, changes in interest rates, equityprice risks, and commodity price fluctuations. We do not use derivativefinancial instruments as part of an overall strategy to manage market risk.

 

**ForeignCurrency Risk**

 

While we transact most ofour business in US dollars, some expenses, purchases of labor, operatingsupplies and capital assets are denominated in Canadian dollars or Mexicanpesos. As a result, currency exchange fluctuations may impact the costsincurred in our operations. The appreciation of non-US dollar currenciesagainst the US dollar increases costs and the cost of capital assets in USdollar terms at our properties located outside the US, which can adverselyimpact our operating results and cash flows. Conversely, a depreciation ofnon-US dollar currencies usually decreases production costs and capital assetpurchases in US dollar terms.

 

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The value of cash and cashequivalent investments denominated in foreign currencies also fluctuates withchanges in currency exchange rates. Appreciation of non-US dollar currenciesresults in a foreign currency gain on such investments and a decrease in non-USdollar currencies results in a loss. We have not utilized market risk sensitiveinstruments to manage our exposure to foreign currency exchange rates but mayin the future actively manage our exposure to foreign currency exchange rate risk.We also hold portions of our cash reserves in non-US dollar currencies.

 

**Interest Rate Risk**

 

Wehave no debt outstanding nor do we have any investment in debt instrumentsother than highly liquid short-term investments. Accordingly, we consider ourinterest rate risk exposure to be insignificant at this time.

 

**Commodity Price Risk**

 

Wecurrently do not have any production at any of our units and expect to beengaged in exploration activities for the foreseeable future. However, if wecommence production and sales, changes in the price of gold could significantlyaffect our results of operations and cash flows in the future.

 

**Item 4. CONTROLS AND 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, processed,summarized and reported, within time periods specified in the SEC’s rules andforms and to ensure that information required to be disclosed by us in thereports that we file or submit under the Securities Exchange Act of 1934, asamended, is accumulated and communicated to our management, including our ChiefExecutive Officer and Principal Financial Officer, as appropriate to allowtimely decisions regarding required disclosure. As of September 30, 2007, underthe supervision and with the participation of our Chief Executive Officer andPrincipal Financial Officer, management has evaluated the effectiveness of thedesign and operation of our disclosure controls and procedures. Based on thatevaluation, the Chief Executive Officer and Principal Financial Officerconcluded that our disclosure controls and procedures were effective.

 

 (b)          Changesin Internal Controls. There were no changesin our internal control over financial reporting during the quarter endedSeptember 30, 2007, that materially affected, or is reasonably likely tomaterially affect, our internal controls over financial reporting.

 

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**PART II**

 

**SIGNATURES**

 

In accordance with Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Company has caused this Report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                     | US GOLD CANADIAN ACQUISITION CORPORATION |
|--------------------------|------------------------------------------|
|                     |                                     |   |
|                     |                                     | /s/  Robert R. McEwen |
| Dated: November 14, 2007 |                                     | By Robert R. McEwen, Chairman of the Board |
|                     |                                     | and Chief Executive Officer |
|                     |                                     |   |
|                     |                                     |   |
|                     |                                     | /s/  William F. Pass |
| Dated: November 14, 2007 |                                     | By William F. Pass, Vice President and |
|                     |                                     | Chief  Financial Officer |

 

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**Item 6.  Exhibits**

 

The following exhibits are filed with this report:

 
| 31.1   |   | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 for Robert R. McEwen.                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                               |
| 31.2   |   | Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 for William F. Pass.                      |
|   |   |                                                                                                               |
| 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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