UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q


(Mark
One)


x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
      ACT OF 1934


For the
quarterly period ended July 31, 2009


OR


 ̈
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
      ACT OF 1934


For the
transition period from _______ to _______





Commission
File Number:  333-134549





CALIFORNIA
GOLD CORP.


(Exact
Name of Registrant as Specified in its Charter)





Nevada
            83-483725(State
      of Incorporation)
            (IRS
      Employer Identification No.)





6830
Elm Street


McLean,
VA 22101


(703)
403-7529


(Address
of principal executive offices and telephone number)





Indicate
whether the registrant (1) filed all reports required to be filed by Section 13
or 15 (d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yes x   No
 ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).Yes ̈No ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
One):





Large accelerated filer          ̈
            
            Accelerated filer  ̈
            
            Non-accelerated filer  ̈
            
            Smaller reporting company þ(Do not check if a smaller
              Reporting company)





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





There
were 58,313,002
shares of common stock issued and outstanding as of September 11,
2009.





CALIFORNIA
GOLD CORP.




INDEX




PagePart
      I Financial InformationItem 1
              
              Financial
      StatementsBalance
      Sheets (unaudited)
              
              3Statements
      of Operations (unaudited)
              
              4Statements
      of Cash Flows (unaudited)
              
              5Condensed
      Notes to (unaudited) Financial Statements
              
              6Item 2
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              8Item 4T
              
              Controls
      and Procedures
              
              11Part
      II Other Information
              
              13Item 2
              
              Unregistered
      Sale of Equity Securities and Use of Proceeds
              
              13Item
      6
              
              Exhibits
              
              13Signatures
              
              14Exhibit
      – Certification of Principal  Executive Officer and Principal
      Financial OfficerExhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer







PART
I


FINANCIAL
INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





The
financial statements of California Gold Corp. (the “Company”) required to be
filed with this Quarterly Report on Form 10-Q were prepared by management and
commence on the following page, together with the related Notes. In the opinion
of management, these financial statements fairly present the financial condition
of the Company, but should be read in conjunction with the financial statements
of the Company for the period ended January 31, 2009, previously filed on Form
10-K with the Securities and Exchange Commission (“SEC”), File No.
333-134549.


2


CALIFORNIA
GOLD CORP.


(fka US
Uranium, Inc.)


(an
Exploration Stage Company)


(Unaudited)





Balance
Sheets





July 31,
                          
                          
                          January 31,2009
                          
                          
                          2009ASSETSCURRENT
      ASSETSCash
                          
                          $
                          173
                          
                          
                          $
                          4,113Total
      Current Assets
                          
                          
                          173
                          
                          
                          
                          4,113TOTAL
      ASSETS
                          
                          $
                          173
                          
                          
                          $
                          4,113LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable - Trade
                          
                          $
                          109,197
                          
                          
                          $
                          7,365Total
      Current Liabilities
                          
                          
                          109,197
                          
                          
                          
                          7,365STOCKHOLDERS'
      (DEFICIT)Preferred
      stock, 10,000,000 shares authorized atof
      $0.001, no shares issued and outstanding
                          
                          
                          -
                          
                          
                          
                          -Common
      stock, 300,000,000 shares authorized atpar
      value of $0.001, 58,313,002shares
      issued and outstanding
                          
                          
                          58,313
                          
                          
                          
                          58,313Additional
      paid-in capital
                          
                          
                          959,755
                          
                          
                          
                          959,755(Deficit)
      accumulated during the exploration stage
                          
                          
                          (1,127,092
                          )
                          
                          
                          (1,021,320
                          )Total
      Stockholders' (Deficit)
                          
                          
                          (109,024
                          )
                          
                          
                          (3,252
                          )TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      (DEFICIT)
                          
                          $
                          173
                          
                          
                          $
                          4,113




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


3


CALIFORNIA
GOLD CORP.


(fka US
Uranium, Inc.)


(an
Exploration Stage Company)


Statements
of Operations


(Unaudited)





From Inceptionon April 19,For the Three Months Ended
                                
                                
                                For the Six Months Ended
                                
                                
                                2004 ThroughJuly 31,
                                
                                
                                July 31,
                                
                                
                                July 31,2009
                                
                                
                                2008
                                
                                
                                2009
                                
                                
                                2008
                                
                                
                                2009REVENUES
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -COST
      OF SALES
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -GROSS
      MARGIN
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -OPERATING
      EXPENSESMineral
      property expenses
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                27,206Bad
      debt expense
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                557,927General
      and administrative
                                
                                
                                91,164
                                
                                
                                
                                8,622
                                
                                
                                
                                105,773
                                
                                
                                
                                13,649
                                
                                
                                
                                541,979Total
      OperatingExpenses
                                
                                
                                91,164
                                
                                
                                
                                8,622
                                
                                
                                
                                105,773
                                
                                
                                
                                13,649
                                
                                
                                
                                1,127,112INCOME
      (LOSS) FROMOPERATIONS
                                
                                
                                (91,164
                                )
                                
                                
                                (8,622
                                )
                                
                                
                                (105,773
                                )
                                
                                
                                (13,649
                                )
                                
                                
                                (1,127,112
                                )OTHER
      INCOME (EXPENSE)Interest
      income
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                1
                                
                                
                                
                                -
                                
                                
                                
                                20INCOME
      (LOSS) BEFOREINCOME
      TAXES
                                
                                
                                (91,164
                                )
                                
                                
                                (8,622
                                )
                                
                                
                                (105,772
                                )
                                
                                
                                (13,649
                                )
                                
                                
                                (1,127,092
                                )INCOME
      TAX EXPENSE
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -NET
      LOSS
                                
                                $
                                (91,164
                                )
                                
                                $
                                (8,622
                                )
                                
                                $
                                (105,772
                                )
                                
                                $
                                (13,649
                                )
                                
                                $
                                (1,127,092
                                )BASIC
      LOSS PER COMMON SHARE
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )
                                
                                $
                                (0.00
                                )WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING
                                
                                
                                58,313,002
                                
                                
                                
                                55,313,002
                                
                                
                                
                                58,313,002
                                
                                
                                
                                55,813,002




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


4





CALIFORNIA
GOLD CORP.


(fka US
Uranium, Inc.)


(an
Exploration Stage Company)




Statements
of Cash Flows


(Unaudited)





From
                            Inceptionon April 19,For the Six Months Ended
                          
                          
                          2004
                            ThroughJuly 31,
                          
                          
                          July 31,2009
                          
                          
                          2008
                          
                          
                          2009OPERATING
      ACTIVITIES:Net
      (loss)
                          
                          $
                          (105,772
                          )
                          
                          $
                          (13,649
                          )
                          
                          $
                          (1,127,092
                          )Adjustments
      to reconcile net (loss) tonet
      cash used in operating activities:Contributed
      capital
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          268,668Allowance
      for bad debts
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          557,927Changes
      in operating assets and liabilities:Increase
      (decrease) in Accounts Payable - Trade
                          
                          
                          101,832
                          
                          
                          
                          11,066
                          
                          
                          
                          109,197Net
      Cash Used in Operating Activities
                          
                          
                          (3,940
                          )
                          
                          
                          (2,583
                          )
                          
                          
                          (191,300
                          )INVESTING
      ACTIVITIES:Increase
      in note receivable - related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (557,927
                          )Net
      Cash Used in Investing Activities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (557,927
                          )FINANCING
      ACTIVITIES:Proceeds
      from common stock issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          749,400Net
      Cash Provided by Financing Activities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          749,400NET
      (DECREASE) INCREASE IN CASH
                          
                          
                          (3,940
                          )
                          
                          
                          (2,583
                          )
                          
                          
                          173CASH
      AT BEGINNING OF PERIOD
                          
                          
                          4,113
                          
                          
                          
                          2,583
                          
                          
                          
                          -CASH
      AT END OF PERIOD
                          
                          $
                          173
                          
                          
                          $
                          -
                          
                          
                          $
                          173SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Income
      Taxes
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -




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


5


CALIFORNIA
GOLD, CORP.


(fka US
Uranium, Inc.)


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


July 31,
2009, and 2008


(Unaudited)





NOTE
1 - FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows as of July 31, 2009, and for all
periods presented herein, have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's January 31,
2009, audited financial statements.  The results of operations for the
periods ended July 31, 2009, and 2008, are not necessarily indicative of the
operating results for the full years.





NOTE
2 - GOING CONCERN





The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However, management cannot provide any assurance that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.





NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles 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.


6




CALIFORNIA
GOLD, CORP.


(fka US
Uranium, Inc.)


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


July 31,
2009, and 2008


(Unaudited)





NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements





In May
2009, the FASB issued FAS No. 165, “Subsequent Events”.  This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS No. 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS No. 165 did not have a material impact
on the Company’s financial condition or results of operation.





In June
2009, the FASB issued FAS No. 166, “Accounting for Transfers of Financial
Assets” an amendment of FAS No. 140. FAS No. 140 is intended to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS No. 166
to have an impact on the Company’s results of operations, financial condition or
cash flows.





In June
2009, the FASB issued FAS No. 167, “Amendments to FASB Interpretation No.
46(R)”. FAS No. 167 is intended to (1) address the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS No. 166, and (2) constituent concerns
about the application of certain key provisions of Interpretation 46(R),
including those in which the accounting and disclosures under the Interpretation
do not always provided timely and useful information about an enterprise’s
involvement in a variable interest entity. This statement must be applied as of
the beginning of each reporting entity’s  first annual reporting
period that begins after November 15,  2009. The Company does not
expect the adoption of FAS No. 167 to have an impact on the Company’s results of
operations, financial condition or cash flows.





In June
2009, the FASB issued FAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles”. FAS No. 168 will
become the source of authoritative U.S. generally accepted accounting principles
(GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of FAS No. 168 to
have an impact on the Company’s results of operations, financial condition or
cash flows.


7





ITEM
      2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





This
report contains forward-looking statements. All statements other than statements
of historical facts included in this Quarterly Report on Form 10-Q, including
without limitation, statements in this Management’s Discussion and Analysis of
Financial Condition and Results of Operations regarding our financial position,
estimated working capital, business strategy, the plans and objectives of our
management for future operations and those statements preceded by, followed by
or that otherwise include the words “believe”, “expects”, “anticipates”,
“intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”,
“should”, or similar expressions or variations on such expressions are
forward-looking statements. We can give no assurances that the assumptions upon
which the forward-looking statements are based will prove to be correct. Because
forward-looking statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our ability to
identify and successfully participate in any future acquisition, joint venture
or other new business initiative.





OVERVIEW





We were
incorporated on April 19, 2004, as Arbutus Resources Inc. under the laws of the
state of Nevada.  We are an exploration stage company with no revenues
and a limited operating history. We were organized to be engaged in the
acquisition, and exploration of mineral properties with a view to exploiting any
mineral deposits we discovered that demonstrated economic
feasibility.





As
previously reported, on June 22, 2007, we loaned $545,000 (and another $50,000
on June 28, 2007) in bridge financing (“Bridge Loan”) to Cromwell Uranium
Holdings, Inc. (“Holdings”), a corporation with which we were contemplating a
reverse triangular merger. To finance the Bridge Loan, we issued $595,000 of our
9% debentures (“Debentures”) pursuant to the exemptions from registration
provided by Regulation D and Regulation S of the Securities Act, to a limited
number of accredited investors and non-U.S. persons.





On July
11, 2007, a wholly owned subsidiary of ours (“Acquisition Corp.”) merged with
and into with Holdings with Holdings as the surviving corporation (the
“Merger”), which, in turn, became our wholly owned subsidiary. In connection
with the Merger, we issued 31,000,000 shares of our common stock to the
pre-Merger stockholder of Holdings.





At the
Merger, the Debentures were converted into units of our securities, each
consisting of one share of our common stock and one warrant to purchase a share
of our common stock. The warrants are immediately exercisable and remain so for
a period of five years at an exercise price of $0.75 per share. Also at the
Merger, the Bridge Loan was deemed paid.


8


As a
condition to the Merger, we transferred all of our assets, other than the stock
of Acquisition Corp., to another of our wholly owned subsidiaries, Arbutus
Leaseco, Inc. (“Leaseco”). At the Merger, we sold all the capital stock of
Leaseco to Karen Law and Lyle Smith, our former directors, in exchange for the
capital stock of ours that each owned, 44,450,000 shares in the
aggregate.





The
parties subsequently determined to unwind the transactions and return Holdings
to its status as a privately held company (the “Unwinding”). Accordingly,
effective August 8, 2007, the parties entered into a Reversal Agreement pursuant
to which we sold the shares of Holdings back to its former stockholder in
exchange for the return to treasury of the 31,000,000 shares of our common stock
issued in the Merger. As additional consideration for the purchase and sale of
the shares of Holdings, Holdings agreed to repay to us the entire net principal
amount of the Bridge Loan it had received, together with certain expenses
incurred by us, or an aggregate of $557,927.





Holdings
issued us a promissory note (the “Note” and, together with related documents,
the “Loan Documents”) in connection with the loan (the “Loan”) of the $557,927
principal balance of net funds advanced by us. The Note was due on November 15,
2007 (the “Due Date”), and bore interest at the rate of 9% per annum. The Note
was secured by a perfected security interest and first priority lien on all of
the assets of Holdings, as well as by the deposit into escrow of all of the
issued and outstanding shares of Holdings.





Holdings
was to begin making consecutive monthly interest-only payments on the Note of
accrued interest commencing 30 days from the closing of the Loan through the Due
Date, at which time Holdings was required to repay the unpaid principal amount
of the Note, together with accrued and unpaid interest.





A default
by Holdings under the Note caused an increase to the interest rate from 9% to
15% per annum, which increased interest rate will continue until all defaults
are cured. In addition, if such default is not cured, we became entitled to
foreclose on our security interest in the collateral provided for under the Loan
Documents and to obtain delivery of the escrowed Holdings shares.





As of the
date of this report, Holdings has not made any interest payments under the Note,
nor did it repay the principal balance of the Note on the Due Date. We have
notified Holdings that it is in default under the Note. We have not yet
foreclosed on our security interest.  During the year ended January
31, 2009, we recorded an allowance for doubtful accounts of $557,927 with
respect to the Note.





Following
completion of the Unwinding, we have redirected our focus towards identifying
and pursuing options regarding the development of a new business plan and
direction. We intend to explore various business opportunities that have the
potential to generate positive revenue, profits and cash flow in order to
financially accommodate the costs of being a publicly held company. However, we
cannot assure you that there will be any other business opportunities available,
or of the nature of any business opportunity that we may find, or of the
financial resources required of any possible business
opportunity.


9




RESULTS
OF OPERATIONS





For the
six months ended July 31, 2009 and since our date of inception, we have not
generated any revenues.





We
incurred total operating expenses of $91,164 and $105,773 for the three and six
month periods ended July 31, 2009, respectively, as compared to total operating
expenses of $8,662 and $13,649 for the three and six month periods ended July
31, 2008, respectively. These expenses consisted of general and administrative
expenses incurred in connection with the day-to-day operation of our business
and the preparation and filing of our periodic reports. These expenses consisted
of professional and legal fees incurred in connection with the filing of
periodic reports, SEC compliance filings, audit and accounting fees and general
corporate matters. We incurred mineral property expenses of $-0- for the three
and six month periods ended July 31, 2009, and 2008.





LIQUIDITY
AND CAPITAL RESOURCES





At July
31, 2009, we had $173 in our bank account.





As
discussed above, we are owed the entire $557,927 principal balance of the Note
issued to us by Holdings, plus accrued interest. However, Holdings is in default
under the Note, and we are currently unable to determine the likelihood that the
Note will be repaid.  During the year ended January 31, 2009, we
recorded an allowance for doubtful accounts of $557,927 with respect to the
Note.





We are an
exploration stage company and currently have no operations. Our independent
auditors have issued an audit opinion for us which includes a statement
expressing substantial doubt as to our ability to continue as a going
concern.





We do not
have sufficient funds on hand to pursue our business objectives for the near
future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such
funding.





We have
minimal operating costs and expenses at the present time due to our limited
business activities.  We may, however, be required to raise additional
capital over the next twelve months to meet our current administrative expenses,
and we may do so in connection with or in anticipation of possible acquisition
transactions. This financing may take the form of additional sales of our equity
securities or loans from our sole officer.  There is no assurance that
additional financing will be available, if required, or on terms favorable to
us.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.


10





SIGNIFICANT
ACCOUNTING POLICIES





It is
suggested that these financial statements be read in conjunction with our
January 31, 2009, audited financial statements and notes thereto, which can be
found in our Form 10-KSB filing on the SEC website at www.sec.gov under our SEC
File Number 333-134549.





ITEM
4T.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act of 1934 (the “Exchange
Act”) is accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how
remote.





The
management of California Gold Corp. is responsible for establishing and
maintaining an adequate system of internal control over financial reporting (as
defined in Rule 13a-15(f) under the Exchange Act.  Under the
supervision and with the participation of our senior management, consisting of
James D. Davidson, our chief executive officer and chief financial officer, we
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act as of the end of the period covered by this report (the
“Evaluation Date”). Based on this evaluation, our chief executive officer and
chief financial officer concluded, as of the Evaluation Date, that our
disclosure controls and procedures were not effective because of the
identification of what might be deemed a material weakness in our internal
control over financial reporting which is identified below.




Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework.  Based on this evaluation, our sole officer
concluded that, during the period covered by this quarterly report, our internal
controls over financial reporting were not operating effectively. Management did
not identify any material weaknesses in our internal control over financial
reporting as of July 31, 2009; however, it has identified the following
deficiencies that, when aggregated, may possibly be viewed as a material
weakness in our internal control over financial reporting as of that
date:


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1.
            We
      do not have an audit committee. While we are not currently obligated to
      have an audit committee, including a member who is an “audit committee
      financial expert,” as defined in Item 407 of Regulation S-K, under
      applicable regulations or listing standards; however, it is management’s
      view that such a committee is an important internal control over financial
      reporting, the lack of which may result in ineffective oversight in the
      establishment and monitoring of internal controls and
      procedures.


2.
              We
      did not maintain proper segregation of duties for the preparation of our
      financial statements. We currently only have one officer overseeing all
      transactions. This has resulted in several deficiencies including the lack
      of control over preparation of financial statements, and proper
      application of accounting
policies:




Management
believes that the material weaknesses set forth the two items above did not have
an effect on our financial results. However, management believes that the lack
of a functioning audit committee and the lack of a majority of outside directors
on our board of directors results in ineffective oversight in the establishment
and monitoring of required internal controls and procedures, which could result
in a material misstatement in our financial statements in future
periods.





Management's
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us. And, we plan to appoint
one or more outside directors to our board of directors who shall be appointed
to an audit committee resulting in a fully functioning audit committee who will
undertake the oversight in the establishment and monitoring of required internal
controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, would remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by January 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by January 31, 2010.





Changes
in Internal Controls over Financial Reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.


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PART
II


OTHER
INFORMATION





ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





None.





ITEM
6.  EXHIBITS





The
following exhibits are included with this quarterly report.





ExhibitNumber
              
              Description31.1
              
              Certification
      of Principal Executive and Principal Financial Officer,pursuant to SEC
      Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 200232.1
              
              Certification
      of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C.
      Section 1350, adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002*








* This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.


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SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:    September
      21, 2009
              California
      Gold Corp.By
              /s/ James D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, PrincipalExecutive
      Officer, PrincipalFinancial
      Officer




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