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, 2010


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 58,063,002 shares of common stock issued and outstanding as of September
17, 2010.









CALIFORNIA GOLD
CORP.




INDEX




PagePart
      I Financial InformationItem 1
                                    
                                    Financial
      Statements
                                    2Balance
      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
                                    10Item 4T
                                    
                                    Controls
      and Procedures
                                    13Part
      II Other Information
                                    15Item 2
                                    
                                    Unregistered
      Sale of Equity Securities and Use of Proceeds
                                    15Item
      6
                                    
                                    Exhibits
                                    15Signatures
                                    16Exhibit
      – 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, 2010, previously filed on Form
10-K with the Securities and Exchange Commission (“SEC”), File No.
333-134549.


2


CALIFORNIA
GOLD CORP.





(an
Exploration Stage Company)


BALANCE
SHEETS


AS
OF JULY 31, 2010 AND JANUARY 31, 2010


Unaudited





JULY 31, 2010
                    
                    
                    JANUARY 31, 2010ASSETSCurrent
      Assets:Cash
                    
                    $
                    373
                    
                    
                    $
                    373Total
      Current Assets
                    
                    
                    373
                    
                    
                    
                    373Total
      Assets
                    
                    $
                    373
                    
                    
                    $
                    373LIABILITIES AND
      STOCKHOLDERS'(DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                    
                    $
                    311,001
                    
                    
                    $
                    204,913Accrued
      liabilities
                    
                    
                    750
                    
                    
                    
                    -Notes
      and interest payable to related parties
                    
                    
                    43,628
                    
                    
                    
                    21,072Total
      Current Liabilities
                    
                    
                    355,379
                    
                    
                    
                    225,985Total 
      Liabilities
                    
                    
                    355,379
                    
                    
                    
                    225,985Stockholders'(Deficit):Preferred
      stock, par value $0.001 per share, 10,000,000 shares authorized; no shares
      issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, par value $0.001 per share, 300,000,000 shares authorized;
      58,063,002 shares issued and outstanding as of July 31, 2010 and as of
      January 31, 2010, respectively
                    
                    
                    58,063
                    
                    
                    
                    58,063Additional
      paid-in capital
                    
                    
                    960,005
                    
                    
                    
                    960,005(Deficit)
      accumulated during the exploration stage
                    
                    
                    (1,373,074
                    )
                    
                    
                    (1,243,680
                    )Total
      Stockholders'(Deficit)
                    
                    
                    (355,006
                    )
                    
                    
                    (225,612
                    )Total
      Liabilities and Stockholders'( Deficit)
                    
                    $
                    373
                    
                    
                    $
                    373





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


3


CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)


STATEMENTS
OF OPERATIONS


FOR
THE THREE AND SIX MONTHS ENDED JULY 31, 2010 AND JULY 31, 2009


AND
CUMULATIVE FROM INCEPTION (APRIL 19, 2004 ) THROUGH JULY 31, 2010


Unaudited


CumulativeThree Months Ended
                  
                  
                  Six Months Ended
                  
                  
                  FromJuly 31, 2010
                  
                  
                  July 31, 2009
                  
                  
                  July 31, 2010
                  
                  
                  July 31, 2009
                  
                  
                  InceptionRevenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of Sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      Margin
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      ExpensesMineral
      property expenses
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,206Bad
      debt expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  557,927General
      and administrative
                  
                  
                  86,128
                  
                  
                  
                  91,164
                  
                  
                  
                  128,338
                  
                  
                  
                  105,773
                  
                  
                  
                  786,763Total
      Operating Expenses
                  
                  
                  86,128
                  
                  
                  
                  91,164
                  
                  
                  
                  128,338
                  
                  
                  
                  105,773
                  
                  
                  
                  1,371,896Income
      (Loss) from Operations
                  
                  
                  (86,128
                  )
                  
                  
                  (91,164
                  )
                  
                  
                  (128,338
                  )
                  
                  
                  (105,773
                  )
                  
                  
                  (1,371,896
                  )Other
      Income (Expense):Interest
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1
                  
                  
                  
                  20Interest
      expense
                  
                  
                  (665
                  )
                  
                  
                  -
                  
                  
                  
                  (1,056
                  )
                  
                  
                  -
                  
                  
                  
                  (1,198
                  )Total
      Other Income (Expense)
                  
                  
                  (665
                  )
                  
                  
                  -
                  
                  
                  
                  (1,056
                  )
                  
                  
                  1
                  
                  
                  
                  (1,178
                  )Income
      (Loss) before Income Taxes
                  
                  
                  (86,793
                  )
                  
                  
                  (91,164
                  )
                  
                  
                  (129,394
                  )
                  
                  
                  (105,772
                  )
                  
                  
                  (1,373,074
                  )Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (Loss)
                  
                  $
                  (86,793
                  )
                  
                  $
                  (91,164
                  )
                  
                  $
                  (129,394
                  )
                  
                  $
                  (105,772
                  )
                  
                  $
                  (1,373,074
                  )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                  
                  
                  58,063,002
                  
                  
                  
                  58,313,002
                  
                  
                  
                  58,063,002
                  
                  
                  
                  58,313,002





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


4


CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)





STATEMENT
OF CASH FLOWS


FOR
THE SIX MONTHS ENDED


JULY
31, 2010 AND JULY 31, 2009


AND
CUMULATIVE FROM INCEPTION (APRIL 19, 2004)


THROUGH
JULY 31, 2010


Unaudited





CumulativeSix Months Ended
                
                
                FromJuly 31, 2010
                
                
                July 31, 2009
                
                
                InceptionOperating
      Activities:Net
      (loss)
                
                $
                (129,394
                )
                
                $
                (105,772
                )
                
                $
                (1,373,074
                )Adjustments
      to reconcile net (loss) to net cash used by operating
      activities:Contributed
      capital for donated services
                
                
                -
                
                
                
                -
                
                
                
                235,668Common
      stock issued for services rendered
                
                
                -
                
                
                
                -
                
                
                
                33,000Interest
      accrued on notes payable from related parties
                
                
                1,056
                
                
                
                -
                
                
                
                1,198Changes
      in assets and liabilities:Accounts
      payable - Trade
                
                
                106,088
                
                
                
                101,832
                
                
                
                311,001Accrued
      liabilities
                
                
                750
                
                
                
                -
                
                
                
                750Allowance
      for bad debt
                
                
                -
                
                
                
                -
                
                
                
                557,927Net
      Cash (Used in) Operating Activities
                
                
                (21,500
                )
                
                
                (3,940
                )
                
                
                (233,530
                )Investing
      Activities:Note
      receivable - Related party
                
                
                -
                
                
                
                -
                
                
                
                (557,927
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                (557,927
                )Financing
      Activities:Proceeds
      from related party loans
                
                
                21,500
                
                
                
                -
                
                
                
                42,430Proceeds
      from common stock issued
                
                
                -
                
                
                
                -
                
                
                
                749,400Net
      Cash Provided by Financing Activities
                
                
                21,500
                
                
                
                -
                
                
                
                791,830Net
      Increase (Decrease) in Cash
                
                
                -
                
                
                
                (3,940
                )
                
                
                373Cash
      - Beginning of Period
                
                
                373
                
                
                
                4,113
                
                
                
                -Cash
      - End of Period
                
                $
                373
                
                
                $
                173
                
                
                $
                373Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for :Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      Taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -





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


5





CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)





(1)
            Organization
      and Description of Business





California
Gold Corp. (“California Gold” or the “Company”) is a Nevada corporation in the
exploration stage.  The Company was incorporated in Nevada on April 19,
2004, under the name of Arbutus Resources Inc.  The Company was organized
to be engaged in the acquisition, and exploration of mineral properties. 
On August 9, 2007, the Company changed its name to US Uranium, Inc.  On
March 9, 2009, the Company changed its name to California Gold
Corp.





(2)
            Summary
      of Significant Accounting Policies





The
accompanying unaudited interim financial statements of California Gold Corp.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s latest Annual Report
filed with the SEC on Form 10-K.  In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year.  Notes to the financial statements which would
substantially duplicate the disclosure contained in the audited financial
statements for the most recent fiscal year ending January 31, 2010, as reported
in Form 10-K, have been omitted.





The
Company does not expect that the adoption of recently issued accounting
pronouncements will have a material impact on its financial position, results of
operations, or cash flows.





(3)
            Exploration
      Stage Activities and Going Concern





The
Company is currently in the exploration stage and has engaged in limited
operations.  While management of the Company believes that it will be
successful in its planned capital formation and operating activities, there can
be no assurance that the Company will be successful in the development of its
planned objectives and generate sufficient revenues to earn a profit or sustain
the operations of the Company.




The
Company’s activities through July 31, 2010, have been supported by debt and
equity financing.  It has sustained losses in all previous reporting
periods, with a cumulative since inception loss of $1,373,074 as of July 31,
2010.  Management continues to seek funding from its shareholders and other
qualified investors to pursue its business plan.  In the alternative, the
Company may be amenable to a sale, merger, or other acquisition in the event
such transaction is deemed by management to be in the best interests of the
shareholders.


6





CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern.  The Company
has incurred an operating loss since inception and its cash resources are
insufficient to meet its planned business objectives.  These and other
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.




(4)
            Related
      Party Transactions





In
connection with the transactions contemplated by the prior merger with Cromwell
Uranium Holdings, Inc. (“Holdings”) (which merger,
as previously reported, was subsequently reversed), Mr. Davidson made advances
to, and incurred expenses on behalf of the Company.  The parties have
agreed that these advances and expenses aggregate approximately $31,000. 
These advances and expenses are not represented by a promissory note, do not
bear interest and are repayable on demand.  The Company has agreed with Mr.
Davidson that, in lieu of a cash repayment of these amounts, the Company will
repay these obligations by issuing 31,000,000 shares of its common stock to Mr.
Davidson from its treasury.





The
aforementioned 31,000,000 shares have been issued to Mr. Davidson pursuant to a
Restricted Stock Purchase Agreement.  The agreement provides for a purchase
price of par value, or $31,000, which amount was paid by cancellation of the
indebtedness the Company owed to Mr. Davidson.  The Company has an option,
but not the obligation, to repurchase the shares, subject to certain
limitations, in the event of termination of Mr. Davidson’s services, at Mr.
Davidson’s original purchase price.  One-third of the shares (10,333,333
shares) were released from the Company’s right to repurchase on December 31,
2008, an additional one-third of the shares were released from its right to
repurchase on December 31, 2009, and the remaining shares will be released from
its right to repurchase on December 31, 2010.  The Agreement requires that
the certificate evidencing the shares be held in escrow until our right to
repurchase lapses.





In
September and October of 2009, an officer and three stockholders loaned the
Company a total of $10,000 for working capital purposes.  The loans are
non-interest bearing, and are payable in September and October of
2010.





In
December of 2009, an officer and three stockholders loaned the Company a total
of $10,000 for working capital purposes.  The loans are unsecured, bear
interest of 10 percent per annum, and are payable in December 2010.





In March
of 2010, an officer and three stockholders loaned the Company a total of $11,500
for working capital purposes.  The loans are unsecured, bear interest of 10
percent per annum, and are payable in March 2011.





In June
of 2010, a stockholder loaned the Company $10,000 for working capital purposes.
The loan is unsecured, bears interest at 10 percent per annum, and is due in
June 2011.


7





CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)





(5)
            Convertible
      Debentures and Warrants





A summary
of the status of warrants granted as of July 31, 2010, is as
follows:





For the Period EndedJuly 31, 2010WeightedAverageExerciseDescription
                
                Shares
                
                
                PriceOutstanding
      at January 31, 2010
                
                
                1,190,000
                
                
                $
                0.75Granted
                
                
                -
                
                
                
                -Exercised
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -Expired
                
                
                -
                
                
                
                -Outstanding
      at July 31, 2010
                
                
                1,190,000
                
                
                $
                0.75





A summary
of the status of warrants outstanding as of July 31, 2010, is presented
below:





Warrants Outstanding
                    
                    
                    Warrants ExercisableWeighted
                    
                    
                    Weighted
                    
                    
                    
                    
                    
                    WeightedRange of
                    
                    
                    
                    
                    
                    Average
                    
                    
                    Average
                    
                    
                    
                    
                    
                    AverageExercise
                    
                    
                    Number
                    
                    
                    Remaining
                    
                    
                    Exercise
                    
                    
                    Number
                    
                    
                    ExercisePrices
                    
                    
                    Outstanding
                    
                    
                    Life Years
                    
                    
                    Price
                    
                    
                    Exercisable
                    
                    
                    Price$
                    0.75
                    
                    
                    
                    1,190,000
                    
                    
                    
                    0.08
                    
                    
                    $
                    0.75
                    
                    
                    
                    1,190,000
                    
                    
                    $
                    0.75





No
warrants were granted during the six months ended July 31, 2010.





(6)
            Common
      Stock





During
July 2005, the Company issued 46,990,000 common shares to its founders for
$7,400 in cash.





During
July 2005, the Company issued 6,985,000 shares for $11,000 in cash.





During
August 2005, the Company issued 1,778,000 shares for $56,000 in
cash.





On May
29, 2007, the Company issued 12,700,000 shares to its former officers for
services provided.  The common stock was valued $2,000.





On July
5, 2007, the Company’s common stock was forward split on a 6.35 shares per 1
share basis.  The accompanying financial statements reflect the forward
stock split on a retroactive basis.





In July
2007, the Company canceled 44,450,000 shares and issued 31,000,000 shares to
reverse merger holding company’s shareholder.  As a result of the unwinding
of the reverse merger, the Holding company canceled the 31,000,000
shares.


8





CALIFORNIA
GOLD CORP.


(an
Exploration Stage Company)





In
connection with the transactions of the Merger Agreement and the reversal of the
Merger Agreement, Mr. Davidson made advances to, and incurred expenses on behalf
of the Company aggregating approximately $31,000.  These advances and
expenses are not represented by a promissory note, do not bear interest and are
repayable on demand.  The Company has agreed with Mr. Davidson that, in
lieu of a cash repayment of these amounts, the Company will repay these
obligations by issuing 31,000,000 shares (post forward stock split) of its
common stock to Mr. Davidson from treasury stock.





In August
2007, the Company issued 1,190,000 shares as a result of conversion of its
convertible debenture, in an aggregate principal amount of
$595,000.





For the
period ended January 31, 2008, the Company recognized a total of $235,668 for
donated consulting services.  The consulting services were performed by
third parties in connection with the acquisition of Holdings, and with the
reversal of the acquisition of Holdings, the third parties made the
determination to forgive the Company’s liability.  The forgiveness of debt
was recorded as a donated capital, and was an addition to additional paid-in
capital in the accompanying financial statements for the year ended January 31,
2008.





During
January 2008, the Company issued 120,000 shares for $60,000 in
cash.





On
September 18, 2008, the Company issued 4,000,000 shares for $20,000
cash.





During
the year ended January 31, 2009, the Company cancelled 2,000,000
shares.





During
the year ended January 31, 2010, the Company cancelled 250,000
shares.





(7)
            Subsequent
      Events





On
September 9, 2010, two related party non-interest bearing loans, totaling
$5,000, matured.  The Company was able to obtain extensions of the
maturity dates, amending the maturity dates from September 9, 2010 to September
9, 2011.





On
September 16, 2010, an officer and two stockholders loaned the Company a total
of $45,000 for working capital purposes.  Loan terms have not been
finalized.


9




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.





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.




10




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.





Holdings
defaulted on the Note which caused an increase to the interest rate from 9% to
15% per annum. As of January 31, 2009, we determined that Holdings did not
intend to repay the Note and accrued interest and we recorded an allowance for
doubtful accounts for the full amount of the Note.





Since
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.





RESULTS
OF OPERATIONS





For the
six months ended July 31, 2010 and since our date of inception, we have not
generated any revenues.





We
incurred total operating expenses of $86,128 and $128,338 for the three and six
month periods ended July 31, 2010, respectively, as compared to total operating
expenses of $91,164 and $105,773 for the three and six month periods ended July
31, 2009, 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, 2010, and 2009.




11




LIQUIDITY
AND CAPITAL RESOURCES





At July
31, 2010, we had $373 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.





Subsequent
Events





On
September 16, 2010, our sole officer and two of our stockholders loaned us a
total of $45,000 for working capital purposes.    Loan terms
have not been finalized.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.





SIGNIFICANT
ACCOUNTING POLICIES





It is
suggested that these financial statements be read in conjunction with our
January 31, 2010, audited financial statements and notes thereto, which can be
found in our Form 10-K filing on the SEC website at www.sec.gov under our SEC
File Number 333-134549.




12




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, 2010; 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:




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.




13




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 plan to initiate the following series of
measures once we have raised sufficient capital to do so:





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.





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.


14


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.


15


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 20, 2010
                    California Gold Corp.By
                    /s/ James D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, Principal
                      Executive
      Officer, Principal
                      Financial
      Officer


16