**Exhibit 31.2**

CERTIFICATIONPursuant to Section 302 of theSarbanes-Oxley Act of 2002

I, WILLIAM F. PASS, certify that:

# 1.             I have reviewed this Quarterly Report on Form 10-Q of USGold Canadian Acquisition Corporation (the “Company”) for the quarter ended June30, 2007;

# 2.             Based on my knowledge, this Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryto make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisReport;

# 3.             Based on my knowledge, the financial statements, andother financial information included in this Report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Company as of, and for, the periods presented in this Report;

# 4.             The Company’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:

## a.             Designed suchdisclosure 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.             Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

## c.             Evaluated theeffectiveness of the Company’s disclosure controls and procedures and presentedin this Report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this Reportbased on such evaluation; and

## d.             Disclosed in thisReport any change in the Company’s internal control over financial reportingthat occurred during the Company’s most recent fiscal quarter (the Company’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting; and

# 5.             The Company’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the audit committee of theCompany’s board of directors (or persons performing the equivalent functions):

## a.             All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

## b.             Any fraud, whetheror not material, that involves management or other employees who have asignificant role in the Company’s internal control over financial reporting.

Dated:  August 7, 2007.
| /s/ William F. Pass                        |   |
|--------------------------------------------|--------|
| William F. Pass,  Vice President and Chief |   |
| Financial  Officer                         |   |

 

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