**Exhibit 31.2**

**CERTIFICATIONPursuant to Section 302 of theSarbanes-Oxley Act of 2002**

I, WILLIAM F. PASS, certify that:

1.             Ihave reviewed this Quarterly Report on Form 10-Q of US Gold CanadianAcquisition Corporation (the “Company”) for the quarter ended March 31, 2007;

2.             Basedon my knowledge, this Report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this Report;

3.             Basedon my knowledge, the financial statements, and other financial informationincluded in this Report, fairly present in all material respects the financialcondition, results of operations and cash flows of the Company as of, and for,the periods presented in this Report;

4.             TheCompany’s other certifying officer(s) and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company andhave:

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

b.             Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

c.             Evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this Report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisReport based on such evaluation; and

d.             Disclosedin this Report any change in the Company’s internal control over financialreporting that occurred during the Company’s most recent fiscal quarter (theCompany’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting; and

5.             TheCompany’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors (orpersons performing the equivalent functions):

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

b.             Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal control over financialreporting.

Dated: May 17,2007.
| /s/ William F. Pass                        |   |   |
|--------------------------------------------|--------|--------|
| William F. Pass,  Vice President and Chief |   |   |
| Financial  Officer                         |   |   |

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