**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

**FORM 10-Q**

**(Mark One)**

**x**                              QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

**For the quarterlyperiod ended March 31, 2007**

**o**                                 TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE EXCHANGE ACT

**For the transition period from                            to                            **

**Commission FileNumber: 333-133725-01**

**US GOLD CANADIAN ACQUISITION CORPORATION**

(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**

(Addressof principal executive offices)  (Zipcode)

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

(Registrant’stelephone number, including area code)

**N/A**

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

Indicate by check mark whether the registrant (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the past 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer.

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

 

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

Indicate the number of shares outstanding of each of the issuer’sclasses of common stock, as of the latest practicable date: As of May 18, 2007,2 shares of common stock and, 38,027,674 exchangeable shares were outstanding.

 

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**US GOLD CANADIAN ACQUISITION CORPORATION**

**Index**
| Part I - FINANCIAL  INFORMATION |   |                                                                                      |   |   |   |
|---------------------------------|--------|-------------------------------------------------------------------------------------------|--------|--------|--------|
|                            |   |                                                                                      |   |   |   |   |   |
| Item 1.                         |   | Consolidated Balance Sheets at March 31, 2007  (unaudited) and December 31, 2006          |   |   |   |   |   |
|                            |   |                                                                                      |   |   |   |   |   |
|                            |   | Consolidated Unaudited Statement of Operations for the  three months ended March 31, 2007 |   |   |   |   |   |
|                            |   |                                                                                      |   |   |   |   |   |
|                            |   | Consolidated Unaudited Statement of Cash Flows for the  three months ended March 31, 2007 |   |   |   |   |   |
|                            |   |                                                                                      |   |   |   |   |   |
|                            |   | Notes to Consolidated Financial Statements (unaudited)                                    |   |   |   |   |   |
|                            |   |                                                                                      |   |   |   |   |   |
| Item 2.                         |   | Management’s Discussion and Analysis or Plan of  Operation                           |   |   |   |   |   |
|                            |   |                                                                                      |   |   |   |   |   |
| 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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**US GOLD CANADIANACQUISITION CORPORATIONCONSOLIDATED BALANCE SHEETS**
| ** **                                                                                                                                                                      | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                                                                                                                      | ** ** | **2007**           | ** **  | **2006**              | ** ** |
| ** **                                                                                                                                                                      | ** ** | **(Unaudited)**    | ** **  | ** **            | ** ** |
| ASSETS                                                                                                                                                                          |       |               |        |                  |       |
| Current assets:                                                                                                                                                                 |       |               |        |                  |       |
| Cash and cash  equivalents                                                                                                                                                      |       | $                  | 6,636,350   |                  | $          | 1 |   |
| Other current  assets                                                                                                                                                           |       | 681,561            |        | —                |       |
| Total current  assets                                                                                                                                                           |       | 7,317,911          |        | 1                     |       |
|                                                                                                                                                                            |       |               |        |                  |       |
| Property and equipment,  net                                                                                                                                                    |       | 9,732,281          |        | —                |       |
| Mineral property  interests                                                                                                                                                     |       | 327,113,213        |        | —                |       |
| Restrictive time  deposits for reclamation bonding                                                                                                                              |       | 339,683            |        | —                |       |
| Goodwill                                                                                                                                                                        |       | 24,112,001         |        | —                |       |
| Other assets                                                                                                                                                                    |       | 301,006            |        | —                |       |
| TOTAL ASSETS                                                                                                                                                                    |       | $                  | 368,916,095 |                  | $          | 1 |   |
|                                                                                                                                                                            |       |               |        |                  |       |
| LIABILITIES &  SHAREHOLDERS’ EQUITY                                                                                                                                    |       |               |        |                  |       |
| Current liabilities:                                                                                                                                                            |       |               |        |                  |       |
| Accounts payable  and accrued liabilities                                                                                                                                       |       | $                  | 4,468,566   |                  | $          | — |   |
| Total current  liabilities                                                                                                                                                      |       | 4,468,566          |        | —                |       |
|                                                                                                                                                                            |       |               |        |                  |       |
| Intercompany - US Gold                                                                                                                                                          |       | 9,471,634          |        | 6,833,845             |       |
| Retirement obligation                                                                                                                                                           |       | 1,834,890          |        | —                |       |
| Deferred income tax  liability                                                                                                                                                  |       | 114,101,166        |        | —                |       |
| Other liabilities                                                                                                                                                               |       | 75,161             |        | —                |       |
| Total  liabilities                                                                                                                                                              |       | 129,951,417        |        | 6,833,845             |       |
|                                                                                                                                                                            |       |               |        |                  |       |
| Minority interest in  subsidiaries                                                                                                                                              |       | 1,467,704          |        | —                |       |
|                                                                                                                                                                            |       |               |        |                  |       |
| Shareholders’ equity:                                                                                                                                                      |       |               |        |                  |       |
| Common shares,  no par value, unlimited shares authorized, 2 shares issued and outstanding as  of March 31, 2007 and 1 share issued and outstanding as of December 31, 2006     |       | 7                  |        | 1                     |       |
| Exchangeable shares,  no par value, unlimited shares authorized, 38,027,674 shares issued and  outstanding March 31, 2007, none issued and outstanding as of December 31,  2006 |       | 244,782,046        |        | —                |       |
| Accumulated  (deficit)                                                                                                                                                          |       | (7,285,079         | )           | (6,833,845            | )          |
| Total  shareholders’ equity (deficit)                                                                                                                                      |       | 237,496,974        |        | (6,833,844            | )          |
|                                                                                                                                                                            |       |               |        |                  |       |
| TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY                                                                                                                               |       | $                  | 368,916,095 |                  | $          | 1 |   |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

** **

3

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**US GOLD CANADIANACQUISITION CORPORATIONCONSOLIDATED UNAUDITED STATEMENT OF OPERATIONSFor the three months ended March 31, 2007**

| REVENUE:                           |   |     |     |
|------------------------------------|--------|----------|----------|
| Revenue                            |   | $        | —   |   |
| Total  revenue                     |   | —   |     |
|                               |   |     |     |
| COSTS AND EXPENSES:                |   |     |     |
| Proposed acquisitions              |   | 451,234  |     |
| Total costs and  expenses          |   | 451,234  |     |
|                               |   |     |     |
| Operating (loss)                   |   | (451,234 | )        |
|                               |   |     |     |
| (Loss) before income  taxes        |   | (451,234 | )        |
| Provision for income  taxes        |   | —   |     |
| Net (loss)                         |   | $        | (451,234 | ) |
|                               |   |     |     |
| Basic and diluted per  share data: |   |     |     |
| Net (loss)—basic and  diluted |   | $        | (0.66    | ) |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

** **

4

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**US GOLD CANADIANACQUISITION CORPORATIONCONSOLIDATED UNAUDITED STATEMENT OF CASH FLOWSFor the Three Months Ended March 31, 2007**

| Cash flows from operating  activities:                                |   |       |      |
|-----------------------------------------------------------------------|--------|------------|-----------|
| Cash paid to  suppliers and employees                                 |   | $          | (451,234  | ) |
| Income taxes  paid                                                    |   | —     |      |
| Cash (used in)  operating activities                                  |   | (451,234   | )         |
|                                                                  |   |       |      |
| Cash flows from  investing activities:                                |   |       |      |
| Cash from  acquisitions                                               |   | 6,636,343  |      |
| Acquisition  costs paid for mineral property interests                |   | (1,846,597 | )         |
| Cash (provided  by) investing activities                              |   | 4,789,746  |      |
|                                                                  |   |       |      |
| Cash flows from  financing activities:                                |   |       |      |
| Advances from US  Gold                                                |   | 2,297,831  |      |
| Common stock  purchased by US Gold                                    |   | 6          |      |
| Cash provided by  financing activities                                |   | 2,297,837  |      |
| Increase (decrease) in  cash and cash equivalents                     |   | 6,636,349  |      |
|                                                                  |   |       |      |
| Cash and cash  equivalents, beginning of period                       |   | 1          |      |
| Cash and cash  equivalents, end of period                             |   | $          | 6,636,350 |   |
|                                                                  |   |       |      |
| Reconciliation of net  (loss) to cash (used in) operating activities: |   |       |      |
|                                                                  |   |       |      |
| Net (loss)                                                            |   | $          | (451,234  | ) |
|                                                                  |   |       |      |
| Cash (used in) operating activities                                   |   | $          | (451,234  | ) |

 

The accompanying notes are an integral part of theseconsolidated financial statements.

** **

5

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**US GOLD CANADIAN ACQUISITIONCORPORATION**

**NOTES TO UNAUDITEDCONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2007**

**1.             Summary ofSignificant Accounting Policies**

**Basisof Presentation.**  US Gold Canadian Acquisition Corporation ((“CanadianAcquisition Co.”, “we” or the “Company”) is a wholly-owned subsidiary of USGold Corporation (“US Gold”).  We wereorganized under the laws of the Province of Alberta, Canada on April 18, 2006.

The interim condensedconsolidated financial statements included herein have been prepared by theCompany, without audit, pursuant to the rules and regulations of the Securitiesand Exchange Commission.  Certaininformation and footnote disclosures normally included in financial statementsprepared in accordance with accounting principles generally accepted in theUnited States of America (“US GAAP”) have been condensed or omitted pursuant tosuch rules and regulations, although the Company believes that the disclosuresare adequate to make the information presented not misleading.

In management’s opinion, the condensedconsolidated balance sheets as of March 31, 2007 (unaudited) and December 31,2006, and the condensed unaudited statement of operations and statement of cashflows for the three month period ended March 31, 2007, contained herein,reflect all adjustments, consisting solely of normal recurring items, which arenecessary for the fair presentation of our financial position, results ofoperations and cash flows on a basis consistent with that of our prior auditedconsolidated financial statements.  However, the results of operations for the interimperiod may not be indicative of results to be expected for the full fiscalyear.  It is suggested that thesefinancial statements be read in conjunction with the audited financial statementsand notes thereto included in the Company’s Form 10-K for the year endedDecember 31, 2006.

**Basis of Consolidation**:  The consolidatedfinancial statements include the accounts of the Company and its majority ownedinterest of three exploration companies acquired effective March 28, 2007, asmore fully disclosed in Note 2. Significant intercompany accounts and transactions have been eliminated.

**Estimates.**  The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amount 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 forthe 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 (680,278 forthe three month period ended March 31, 2007).

**2.             BusinessAcquisitions**

On February 12,2007, the Company and US Gold commenced formal offers to acquire, in stocktransactions, all of the outstanding common shares of Nevada Pacific Gold Ltd.(“Nevada Pacific”), Tone Resources Limited (“Tone Resources”) and White KnightResources Ltd. (“White Knight”). The offers to purchase the shares were conductedby way of take-over bids pursuant to securities legislation in the UnitedStates and Canada.

6

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On March 23, 2007, theCompany took up and accepted the shares tendered by the shareholders of each ofNevada Pacific, Tone Resources and White Knight (the “Targets” or “TargetCompanies”). Subsequent to March 23, 2007, the Company completed several keysteps necessary to achieve full control over the assets and operations of theacquired companies, including the appointment of its nominees to the respectiveboards. On March 28, 2007, payment for the common shares tendered to the offersand not withdrawn, was made through issuance of exchangeable shares of theCompany.

The Company plans to acquireany common shares of each of the Target Companies not purchased pursuant to theoffers through a statutory plan of arrangement (comparable to a merger in theUnited States) or similar transaction under Canadian law providing for amandatory exchange of all remaining outstanding common shares of the TargetCompanies for additional exchangeable shares of the Company, which we expect wewill structure so that warrants to purchase the Target Company’s common shareswould be exchanged for warrants to purchase exchangeable shares of the Companyat the same exchange rate offered in the offers and we or US Gold would assumeor adopt the Target Company stock option plans.

In consideration for the acquisition ofNevada Pacific, Canadian Acquisition Co issued 0.23 exchangeable shares ofthe Company’s stock for each share of Nevada Pacific tendered and accepted byus, totaling approximately 13,634,004 shares. The shares tendered representedapproximately 83.5% of the outstanding shares of Nevada Pacific as of March 23,2007.

In consideration for the acquisition of ToneResources, Canadian Acquisition Co issued 0.26 exchangeable shares of theCompany’s stock for each share of Tone Resources tendered and accepted by us,totaling approximately 4,886,110 shares. The shares tendered representedapproximately 89.4% of the outstanding shares of Tone Resources as of March 23,2007.

In consideration for the acquisition of WhiteKnight, Canadian Acquisition Co issued 0.35 exchangeable shares of theCompany’s stock for each share of White Knight tendered and accepted by us,totaling approximately 19,507,560 shares. The shares tendered representedapproximately 93.7% of the outstanding shares of White Knight as of March 23,2007.

The exchangeable shares,which are traded on the Toronto Stock Exchange under symbol UXE.TO, by virtueof the 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 a share of common stock of US Gold.

Each warrant or stock optionof the Target Companies which gives the holder the right to acquire commonshares of each of the Targets, when presented for exercise, will be structuredto be effectively exchanged for warrants to purchase exchangeable shares of theCompany, at the same exchange rate offered in the offers, and we or US Goldwould assume or adopt the Target Company stock option plans.  The options and warrants of the Targets to beexercised in exchange for the Company’s shares have been included as part ofthe purchase price consideration at their fair values based on theBlack-Scholes pricing model.

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

 

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

7

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| Risk-free 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 business combinationshave been accounted for as a purchase transaction, with the Company beingidentified as the acquirer and each of Nevada Pacific, Tone Resources and WhiteKnight as the acquirees pursuant to SFAS Statement 141 *BusinessCombinations*.

The measurement of thepurchase consideration is based on market prices of US Gold’s common stock 2days before and 2 days after the announcement date of March 5, 2006, which was$5.90 per share, since the Company’s shares had no market prior to March 28,2007.

8

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The preliminary allocationof the purchase price of the shares of Nevada Pacific, Tone Resources and WhiteKnight is summarized in the following table and is subject to furtherrefinement:
| ** **                                                                       | ** ** | **White Knight** | ** **  | **Nevada**  | ** ** | **Tone**    | ** ** | **Total**    | ** ** |
|----------------------------------------------------------------------------------|------------|-----------------------|-------------|-------------|------------|-------------|------------|--------------|------------|
| Preliminary  purchase price:                                                     |       |                  |        |        |       |        |       |         |       |
| Common shares of US Gold Canadian Acquisition  Corporation issued on acquisition |       | $                     | 115,094,604 |        | $          | 80,440,624  |       | $            | 28,828,049 |   | $ | 224,363,277 |   |
| Stock options to be exchanged for options of US Gold  Corporation                |       | 1,144,500             |        | 2,252,353   |       | 1,069,183   |       | 4,466,036    |       |
| Share purchase warrants to be exchanged for warrants  of US Gold Corporation     |       | —                |        | 12,365,070  |       | 3,587,662   |       | 15,952,732   |       |
| Acquisition costs                                                                |       | 2,009,186             |        | 1,643,073   |       | 578,784     |       | 4,231,043    |       |
|                                                                             |       | $                     | 118,248,290 |        | $          | 96,701,120  |       | $            | 34,063,678 |   | $ | 249,013,088 |   |
|                                                                             |       |                  |        |        |       |        |       |         |       |
| Net assets  acquired:                                                            |       |                  |        |        |       |        |       |         |       |
| Cash and cash equivalents                                                        |       | $                     | 5,389,982   |        | $          | 208,390     |       | $            | 1,037,971  |   | $ | 6,636,343 |   |
| Other current assets                                                             |       | 156,535               |        | 508,960     |       | 16,066      |       | 681,561      |       |
| Other assets                                                                     |       | —                |        | 283,976     |       | 17,030      |       | 301,006      |       |
| Property, plant and equipment, net                                               |       | 1,220,502             |        | 8,511,779   |       | —      |       | 9,732,281    |       |
| Mineral property interests                                                       |       | 151,981,584           |        | 127,076,604 |       | 48,055,025  |       | 327,113,213  |       |
| Restrictive time deposits for reclamation bonding                                |       | 221,855               |        | 87,683      |       | 30,145      |       | 339,683      |       |
| Accounts payable and accrued liabilities                                         |       | (217,540              | )           | (2,068,412  | )          | (138,127    | )          | (2,424,079   | )          |
| Other liabilities                                                                |       | —                |        | (75,161     | )          | —      |       | (75,161      | )          |
| Retirement obligation                                                            |       | (143,760              | )           | (1,691,130  | )          | —      |       | (1,834,890   | )          |
| Future income tax liability                                                      |       | (52,878,383           | )           | (44,423,633 | )          | (16,799,150 | )          | (114,101,166 | )          |
| Minority interest                                                                |       | (462,874              | )           | (904,548    | )          | (100,282    | )          | (1,467,704   | )          |
|                                                                             |       |                  |        |        |       |        |       |         |       |
| Net identifiable assets                                                          |       | 105,267,901           |        | 87,514,508  |       | 32,118,678  |       | 224,901,087  |       |
|                                                                             |       |                  |        |        |       |        |       |         |       |
| Residual  purchase price allocated to goodwill                                   |       | 12,980,389            |        | 9,186,612   |       | 1,945,000   |       | 24,112,001   |       |
|                                                                             |       | $                     | 118,248,290 |        | $          | 96,701,120  |       | $            | 34,063,678 |   | $ | 249,013,088 |   |

 

Minority interests have beenassigned to the 16.5%, 10.6% and 6.3% interests in each of Nevada Pacific, ToneResources and White Knight that the Company did not own as of March 28, 2007 orat  March 31, 2007.

The purchase considerationfor the mining assets exceeded the carrying value of the underlying assets fortax purposes by $212,292,415. This amount has been applied to increase thecarrying value of the mineral properties 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 estimated future income tax liability associated with this temporarydifference of $114,101,166 was also applied to increase the carrying value ofthe mineral properties.

For the purposes of theseconsolidated financial statements, the purchase consideration has beenallocated on a preliminary basis to the fair value of assets acquired andliabilities assumed, with goodwill assigned to specific reporting units, basedon management’s best estimates and taking into account all availableinformation at the time these consolidated financial statements were prepared.The Company will continue to review information relating to each of the Targets’assets and intends to perform further analysis with respect to these assets,including an independent valuation, prior to finalizing the allocation of thepurchase price. This process will be performed in accordance with EITFAbstracts, Issue No. 04-3.

9

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*MiningAssets: Impairment and Business Combinations*. Although the results of this review arepresently unknown, it is anticipated that it will result in a change to theamount assigned to goodwill and a change to the value attributable to tangibleassets.

SFAS 141, “BusinessCombinations” requires supplemental information on a pro forma basis todisclose the results of operations for the interim period as though thebusiness combination had been completed as of the beginning of the periodsbeing reported on.

The following table setsforth on a pro forma basis, the unaudited results of the Company, had theacquisition of the Targets been completed on January 1, 2007.
| ** **                                                     | ** ** | **U.S . Gold** | ** ** | ** **              | ** ** | ** **              | ** ** | ** **              | ** ** | ** **   | ** ** |
|----------------------------------------------------------------|------------|--------------------------|------------|-------------------------|------------|-------------------------|------------|-------------------------|------------|--------------|------------|
| ** **                                                     | ** ** | **Canadian**             | ** ** | ** **              | ** ** | ** **              | ** ** | ** **              | ** ** | ** **   | ** ** |
| ** **                                                     | ** ** | **Acqusition**           | ** ** | **White Knight**   | ** ** | **Nevada Pacific** | ** ** | **Tone Resources** | ** ** | ** **   | ** ** |
| **Three months ended March 31, 2007** | ** ** | **Corporation**          | ** ** | **Resources Ltd.** | ** ** | **Gold Ltd.**      | ** ** | **Limited (a)**    | ** ** | **Combined** | ** ** |
| ** **                                                     | ** ** | ** **               | ** ** | ** **              | ** ** | ** **              | ** ** | ** **              | ** ** | ** **   | ** ** |
| Revenue                                                        |       | $                        | —     |                    | $          | —                  |       | $                       | —     |         | $          | — |   | $ | — |   |
| Net earnings  (loss) for the period                            |       | (451,234                 | )          | (4,354,156              | )          | (2,435,298              | )          | (185,120                | )          | (7,425,808   | )          |
| Loss per share                                                 |       |                     |       |                    |       |                    |       |                    |       | $            | (0.08      | ) |
|                                                                |            |                          |            |                         |            |                         |            |                         |            |              |            |  |  |  |  |  |

 

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(a)             ReflectsTone’s results for the three month period ended February 28, 2007

**3.             Mineral Properties and Retirement Obligations**

Effective March 28, 2007, the Company acquiredmajority interest of the Target Companies. The following is a general description of the mineral property of theTarget Companies:

Nevada Pacific holds anexploratory property portfolio covering approximately 890 square miles ofmineral rights in Mexico, including the Magistral Gold Mine, as well as elevenproperties in Nevada and one in Utah. The Nevada property portfolio coversapproximately 85 square miles, including land packages in two significantgold producing regions: the Battle Mountain/Eureka Trend/Cortez Trend and theCarlin Trend.

White Knight controls alarge land holding in Nevada, with most of the properties  located in the Cortez Trend. Its portfolioincludes 19 properties totaling over 115 square miles: 15 of the properties arelocated in the Cortez Trend. Four of these properties are joint ventured tovarious companies subject to earn-in agreements.  Barrick Gold has earned in to 60% controllinginterest in the Patty (Indian Ranch) Project, with White Knight retainingapproximately 30%, and Chapleau retaining 10%. In the three remaining jointventures, White Knight holds 100% ownership with the joint ventures currentlyadvancing.

Tone Resources controlssubstantially all mineral interests in seven properties totaling approximately7 square miles, and located in Elko, Eureka, Lander, and Pershing counties inNevada.   Tone Resources’ mineralproperties were acquired from KM Exploration Ltd., a private company with aformer common director, or were staked by that former Tone director. Theproperties are subject to a royalty of 1% of net smelter returns, excepting theRed Ridge property, portions of which are subject to a royalty of 4% of netsmelter returns.

Based on initial property reviews, the currentconsolidated Nevada land package for the consolidated group is close to 250square miles, of which approximately 70%, or 170 square miles, is on the Corteztrend.

The Company is responsiblefor reclamation of certain past and future disturbances at its properties.   In connection with the acquisition ofmajority interest in the Target Companies effective March 28, 2007, the Companyassumed and consolidated the respective asset retirement and reclamation

** **

10

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obligations of thosecompanies, as reflected in the table below, as well as $339,684 in restrictivedeposits to secure those obligations.

Relatedto its obligations, the Company follows SFAS 143 “Accounting for AssetRetirement Obligations.” The following is a reconciliation of the aggregate ofasset retirement obligation projected for books since January 1, 2007:

| Asset retirement and  reclamation liability - January 1, 2007 |   | $         | —    |   |
|---------------------------------------------------------------|--------|-----------|-----------|--------|
| Retirement and  reclamation liability of Target Companies     |   | 1,834,890 |      |
| Asset Retirement and reclamation liability -March 31, 2007    |   | $         | 1,834,890 |   |

 

It is anticipated that thecapitalized asset retirement costs will be charged to expense based on theunits of production method commencing with gold or silver production of thevarious mineral properties, if any. There was no projected adjustment during 2007 for amortization expenseof capitalized asset retirement cost required under SFAS 143 since none ofthese properties were in operation. Actual asset retirement and reclamation,generally, will be commenced upon the completion of operations at the property.

**4****.             Property and Equipment**

At March 31, 2007, property and equipmentconsisted of the following:

| Trucks & Trailers           |   | $         | 145,337   |   |
|---------------------------------|--------|-----------|-----------|--------|
| Office furniture and  equipment |   | 87,180    |      |
| Drill Rigs                      |   | 1,114,702 |      |
| Building                        |   | 607,913   |      |
| Deferred mine costs             |   | 6,090,187 |      |
| Mining Equipment                |   | 1,686,962 |      |
| Subtotal                        |   | 9,732,281 |      |
| Less: accumulated  depreciation |   | —    |      |
| Total                           |   | $         | 9,732,281 |   |

 

**5.             IncomeTaxes**

Beginning January 1, 2007,FIN 48, Accounting for Uncertainty in Income Taxes, became effective and theCompany adopted the provisions of FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes byprescribing a minimum recognition threshold that a tax position is required tomeet before being recognized. An entity is required to recognize the bestestimate of a tax position if that position is more likely than not to besustained upon examination, based solely on the technical merits of theposition.  The Company has determinedthat the adoption of FIN 48 has had no impact on its consolidated financialstatements, except as described below.

On March 28, 2007, theCompany completed the acquisition of certain businesses, as more fullydescribed in Note 2. The Company is currently in the process of completing itsdue diligence and independent valuations of the assets and liabilities assumed,including any potential items giving rise to a liability under FIN 48. Uponcompletion of the due diligence and valuation exercise the Company will

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record additionalliabilities, if any, arising from the adoption of FIN 48 as part of itspurchase price allocation.

**6.             Shareholders’Equity**

As explained further in Note2, 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.   The exchangeable shares, by virtue of theredemption and exchange rights attaching to them and the provisions of certainvoting and support agreements, are intended to provide the holders with theeconomic and voting rights that are, as nearly as practicable, equivalent tothose of a holder of shares of common stock of US Gold. As of May 17, 2007, 9,572,223exchangeable shares of the Company had been converted into an equivalent amountof common stock of US Gold.

**7.             Related Party Transactions**

*RobertR. McEwen.**  *

On February 12, 2007, we commenced formal offers toacquire all the outstanding shares of the Target Companies. These offersexpired on March 23, 2007 and we took up and paid for all of the common sharesof the Target Companies that were validly tendered and not withdrawn shortlythereafter.  Prior to the commencement ofthe tender offers, Robert McEwen, our Chairman, Chief Executive Officer andowner of more than 10% of US Gold common stock, held securities of each of thethree Target Companies.  He also servedon the boards of directors of Nevada Pacific and Tone Resources prior toresigning in May 2006.  Mr. McEwen owned9,552,427 common shares of White Knight, 12,500,000 common shares of NevadaPacific and warrants exercisable to acquire 12,500,000 common shares of NevadaPacific and 2,500,000 common shares of Tone Resources and warrants to acquire2,500,000 common shares of Tone Resources.

Inconnection with our offers, Mr. McEwen tendered all of his shares in the TargetCompanies and received our exchangeable shares, which are exchangeable on aone-for-one basis for US Gold common stock. Mr. McEwen received exchangeable shares on the same basis as the othershareholders of the Target Companies, for a total of 6,868,350 exchangeableshares of the Company.

*Ann S. Carpenter*.  Prior to the commencement of the tenderoffers, Ann Carpenter, our President and Chief Operating Officer, heldsecurities of two of the three Target Companies.  Ann Carpenter owned 4,000 common shares ofWhite Knight and 5,000 common shares of Nevada Pacific.  Ann Carpenter tendered all of her shares inthe Target Companies and received our exchangeable shares.  Ann Carpenter received exchangeable shares onthe same terms as the other shareholders of the Target Companies, for a total of2,550 exchangeable shares.

**Item 2.**                          MANAGEMENT’S DISCUSSION ANDANALYSIS OR PLAN OF OPERATION

**Overview**

The following discussion updates our plan ofoperation for the foreseeable future. It also analyzes our financial conditionat March 31, 2007 and compares it to our financial condition atDecember 31, 2006.  Finally, thediscussion summarizes the results of our operations for the three months endedMarch 31, 2007.  We suggest that you readthis discussion in connection with the MANAGEMENT’S DISCUSSION AND ANALYSIS ORPLAN OF OPERATION contained in the annual report on Form 10-KSB of US Gold forthe year ended December 31, 2006 and our audited financial statements containedin our annual report on Form 10-K for the year ended December 31, 2006.

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We were organized in April 2006 to facilitate theacquisition of the Target Companies by US Gold. Specifically, we were organized in an effort to provide more favorabletax treatment to the Canadian shareholders of the Target Companies inconnection with the anticipated exchange of stock for the common shares ofthose companies.  Upon expiration of theoffers, discussed more fully below, our exchangeable shares were issued to theshareholders of the Target Companies and we now own a majority interest in eachof the Target Companies.  We are in theexploration stage for accounting purposes, since we have had no revenue fromoperations.  Since we were not organizedprior to March 31, 2006, there is no comparative operating data for the threemonths ended March 31, 2006.   Further,since the acquisition of the Target Companies was only effective for accountingpurposes on March 28, 2007, our operating results for the three months endedMarch 31, 2007 do not reflect much activity.

On March 5,2006, the Company announced its intention to acquire, in stocktransactions, all of the outstanding common shares of Nevada Pacific Gold Ltd.(“Nevada Pacific”), Tone Resources Limited (“Tone Resources”), White KnightResources Ltd. (“White Knight”) and Coral Gold Resources Ltd. (“Coral Gold”).In December 2006, the Company decided not to pursue the proposal to acquireCoral Gold. The offers to purchase the shares of the other target companieswere commenced on February 12, 2007 and were conducted by way of take-over bidspursuant to securities legislation in the United States and Canada.

On March 23, 2007 theCompany’s wholly-owned subsidiary, US Gold Canadian Acquisition Corporation (“CanadianAcquisition Co.”), took up and accepted the shares tendered by the shareholdersof each of Nevada Pacific, Tone Resources and White Knight (the “Targets” or “TargetCompanies”). Subsequent to March 23, 2007, the Company completed several keysteps necessary to achieve full control over the assets and operations of theacquired companies, including the appointment of its nominees to the respectiveboards. On March 28, 2007, payment for the common shares of the targetcompanies tendered to the offers and not withdrawn was made and we issued38,027,674 exchangeable shares of Canadian Acquisition Co.  Through May 17, 2007, 9,572,223 exchangeableshares of Canadian Acquisition Co had been converted into an equivalent numberof common shares of the Company.

We plan to acquire anycommon shares of each of the Target Companies not purchased pursuant to theoffers through a statutory plan of arrangement (similar to a merger in theUnited States) or similar transaction under Canadian law providing for amandatory exchange of all remaining outstanding common shares of the TargetCompanies for additional exchangeable shares of Canadian Exchange Co., which weexpect we will structure so that warrants to purchase the Target Company’scommon shares would be exchanged for warrants to purchase exchangeable sharesof Canadian Acquisition Co. at the same exchange rate offered in the offers andwe or Canadian Acquisition Co. would assume or adopt the Target Company stockoption plans.

The following is a general description of themineral properties of the Target Companies and US Gold:

Nevada Pacific holds anexploratory property portfolio covering approximately 890 square miles ofmineral rights in Mexico, including the Magistral Gold Mine, as well as elevenproperties in Nevada and one in Utah. The Nevada property portfolio coversapproximately 85 square miles, including land packages in two significantgold producing regions: the Battle Mountain/Eureka Trend/Cortez Trend and theCarlin Trend.

White Knight controls alarge land holding in Nevada, with most of the properties located in the CortezTrend. Its portfolio includes 19 properties totaling over 115 square miles; 15of the properties are located in the Cortez Trend. Four of these properties arejoint ventured to various companies subject to earn-in agreements. Barrick Goldhas earned in to 60% controlling interest in the Patty (Indian Ranch) Project,

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with White Knight retainingapproximately 30%, and Chapleau retaining 10%. In the three remaining jointventures White Knight holds 100% ownership with the joint ventures currentlyadvancing.

Tone Resources controlssubstantially all mineral interests in seven properties totaling approximately7 square miles, and located in Elko, Eureka, Lander, and Pershing counties inNevada.   Tone Resources’ mineralproperties were acquired from KM Exploration Ltd., a private company with aformer common director, or were staked by that former Tone director. Theproperties are subject to a royalty of 1% of net smelter returns, excepting theRed Ridge property, portions of which are subject to a royalty of 4% of netsmelter returns.

US Gold, through TSLLC, controls the approximate 46square mile Tonkin project, located on the Cortez Trend.  Based on initial property reviews, thecurrent consolidated Nevada land package for the four companies is close to 250square miles, of which approximately 70%, or 170 square miles, is on the Corteztrend.

**Plan of Operation**

Our plan of operation for 2007 is to evaluate andintegrate, and if possible, initiate exploration at the Target Company mineralproperties. Our assets at present consist of all the assets acquired with theTarget Companies, including mineral interests in a number of explorationproperties.  A majority of the propertiesacquired from the Target Companies are located in the State of Nevada, inproximity to the Tonkin property owned by US Gold, although we also acquired aninterest in other properties, including in the State of Utah and in Mexico.  Our goal is to focus exploration in Nevada,primarily on the Cortez trend, and ultimately, become a producer of gold andother precious metals.  A budget for our2007 exploration program is still being developed by the Company.

We have only recently obtained access to the booksand records of the Target Companies following completion of the tenderoffers.  As a result, we will requiretime to evaluate the properties of those companies and decide whether and whento commence exploration efforts.  Certainof the properties acquired from the Targets are in close proximity to theTonkin property in which US Gold has an interest, so it may be easier toevaluate those properties based on the experience of US Gold in theregion.  In any event, we expect that ourefforts in the foreseeable future will be geared toward integrating thepersonnel, operations and data of the Target Companies and understanding andevaluating the properties of the Target Companies.  We are unable to predict at this time whenexploration efforts may be commenced.

We expect to devote substantial efforts during 2007to the integration of these acquisitions. This process will involve significantexecutive time, considerable expenditures related to professional fees andother related costs.

**Liquidity and Capital Resources**

The Companyrelies upon US Gold for all of its liquidity and capital resource needs.

As of March 31,2007, we had a working capital of $2,849,345 comprised of current assets of$7,317,911 and current liabilities of $4,468,566.   We expect that the liquidity and capital ofUS Gold will be sufficient to allow us to continue operations for the remainderof the year, although we and US Gold will likely require additional resourcesafter that time to continue our exploration program.

Net cashused in operations is ($451,234) for the three months ended March 31,2007.  Cash paid to suppliers,consultants and employees is $451,234 during the 2007 period reflectingpayments of fees and expenses in connection with the proposed acquisitions.

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Cashprovided by investing activities was $6,636,343 for the first quarter of 2007primarily reflecting cash acquired in the acquisitions.

**Results of Operations**

*Three month periodended March 31, 2007 compared to 2006*

For thethree months ended March 31, 2007, we recorded a net loss of $(451,234), or$(0.66) per share.  The net loss wasprimarily the result of the acquisition expense in the 2007 period.

We haveincurred significant fees and expenses in connection with the acquisitions ofthe Target Companies with $6.8 million expensed during the year ended December31, 2006, including investment banking, legal and accounting fees, and expectto incur additional fees and expenses in the future.  For the 2007 period and through March 31, wehave incurred or accrued approximately $4.6 million of such costs of which $.4million were expensed prior to the acquisitions being deemed probable, and $4.2million capitalized in the costs of the acquisitions.  Moreover, we are likely to incur additionalexpenses in future periods in connection with the integration of the TargetCompanies’ businesses with our business.

**Forward-LookingStatements**

ThisForm 10-Q contains or incorporates by reference “forward-looking statements,”as that term is used in federal securities laws, about our financial condition,results of operations and business. These statements include, among others:

- statements concerning thebenefits that we expect will result from our business activities and certaintransactions that we contemplate or have completed, such as increased revenues,decreased expenses and avoided expenses and expenditures; and

- statements of ourexpectations, beliefs, future plans and strategies, anticipated developmentsand other matters that are not historical facts.

Thesestatements may be made expressly in this document or may be incorporated byreference to other documents that we will file with the SEC.  You can find many of these statements bylooking for words such as “believes,” “expects,” “anticipates,” “estimates” or similarexpressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions,risks and uncertainties that may cause our actual results to be materiallydifferent from any future results expressed or implied in thosestatements.  Because the statements aresubject to risks and uncertainties, actual results may differ materially fromthose expressed or implied.  We cautionyou not to put undue reliance on these statements, which speak only as of thedate of this report.  Further, theinformation contained in this document or incorporated herein by reference is astatement 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**

The important factors that could prevent us from achieving our statedgoals and objectives include, but are not limited to, those set forth in itsother reports filed with the SEC and the following:

·                  The worldwide economic situation;

** **

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·                  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 production;

·                  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.

The Company undertakes no responsibility or obligation to updatepublicly these forward-looking statements, but may do so in the future inwritten or oral statements.  Investorsshould take note of any future statements made by or on our behalf.

**Item 3.**                          QUANTITATIVEAND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our exposure to market risksincludes, but is not limited to, the following risks: changes in foreigncurrency exchange rates, changes in interest rates, equity price risks, and commodityprice fluctuations. We do not use derivative financial instruments as part ofan overall strategy to manage market risk.

**Foreign Currency Risk**

While we transact most of our business in US dollars, some expenses,purchases of labor, operating supplies and capital assets are denominated inCanadian dollars or Mexican pesos. As a result, currency exchange fluctuationsmay impact the costs incurred at our operations. The appreciation of non-USdollar currencies against the US dollar increases costs and the cost of capitalassets in US dollar terms at our properties located outside the US, which canadversely impact our net income and cash flows. Conversely, a depreciation ofnon-US dollar currencies usually decreases production costs and capital asset purchasesin US dollar terms.

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 raterisk. We also hold portions of our cash reserves in non-US dollar currencies.

**Interest Rate Risk**

We have no debt outstandingnor do we have any investment in debt instruments other than highly liquidshort-term investments. Accordingly, we consider our interest rate riskexposure to be insignificant at this time.

# **Equity Price Risk**

We have in the past soughtand may in the future seek to acquire additional funding by sale of commonshares. Movements in the price of our common shares have been volatile in thepast and may also be volatile in the future. As a result, there is a risk thatwe may not be able to sell new common shares at an acceptable price should theneed for new equity funding arise.

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**Commodity Price Risk**

We currently do not have any production at any of our units and expectto be engaged in exploration activities for the foreseeable future. However, ifwe commence production and sales, changes in the price of gold couldsignificantly affect our results of operations and cash flows in the future.

**Item 4.**                          CONTROLSAND PROCEDURES

 (a)          We maintain a system of controls andprocedures designed to ensure that information required to be disclosed by usin reports that we file or submit under the Securities Exchange Act of 1934, asamended, is recorded, processed, summarized and reported, within time periodsspecified in the SEC’s rules and forms and to ensure that information requiredto 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 March 31, 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 that evaluation, the Chief ExecutiveOfficer and Principal Financial Officer concluded that our disclosure controlsand procedures were effective.

 (b)          Changes in Internal Controls.  Therewere no changes in our internal control over financial reporting during thequarter ended March 31, 2007, that materially affected, or is reasonably likelyto materially affect, our internal controls over financial reporting.

** **

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**PARTII**

**SIGNATURES**

In accordance with Section13 or 15(d) of the Exchange Act of 1934, the Company caused this Report to besigned 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 and |
|                | Chief Financial Officer                  |

** **

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**Item 6.  Exhibits**

The following exhibits are filed withthis report:
| 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).                                                             |
|------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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). |
| 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).                                                           |
| 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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