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 SECURITIESEXCHANGE
      ACT OF 1934





For the
quarterly period ended April 30, 2010


OR


 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      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 June 14,
2010.





CALIFORNIA
GOLD CORP.




INDEX




PagePart
      I Financial InformationItem 1
              Financial
      StatementsBalance
      Sheets (unaudited)
              3Statements
      of Operations (unaudited)
              4Statements
      of Cash Flows (unaudited)
              5Notes
      to Financial Statements (unaudited)
              6Item 2
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              20Item 4T
              Controls
      and Procedures
              23Part
      II Other Information
              25Item 2
              Unregistered
      Sale of Equity Securities and Use of Proceeds
              25Item
      6
              Exhibits
              25Signatures
              26Exhibit
      – Certification of Principal  Executive Officer and Principal
      Financial Officer
              27Exhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer
              29







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.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS (NOTE 2)


AS
OF APRIL 30, 2010, AND JANUARY 31, 2010


(Unaudited)





April 30,
                    
                    
                    January 31,2010
                    
                    
                    2010ASSETSCurrent
      Assets:Cash
                    
                    $
                    373
                    
                    
                    $
                    373Total
      Current Assets
                    
                    
                    373
                    
                    
                    
                    373Total
      Assets
                    
                    $
                    373
                    
                    
                    $
                    373LIABILITIES AND
      STOCKHOLDERS'(DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                    
                    $
                    233,623
                    
                    
                    $
                    204,913Accrued
      liabilities
                    
                    
                    2,533
                    
                    
                    
                    142Due
      to related party
                    
                    
                    32,430
                    
                    
                    
                    20,930Total
      Current Liabilities
                    
                    
                    268,586
                    
                    
                    
                    225,985Total
      Liabilities
                    
                    
                    268,586
                    
                    
                    
                    225,985Commitments
      and ContingenciesStockholders’
      (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 April 30, 2010
      and  January 31, 2010, respectively
                    
                    
                    58,063
                    
                    
                    
                    58,063Additional
      paid-in capital
                    
                    
                    960,005
                    
                    
                    
                    960,005(Deficit)
      accumulated during the exploration stage
                    
                    
                    (1,286,281
                    )
                    
                    
                    (1,243,680
                    )Total
      Stockholders’ (deficit)
                    
                    
                    (268,213
                    )
                    
                    
                    (225,612
                    )Total
      Liabilities and Stockholders’ ( Deficit)
                    
                    $
                    373
                    
                    
                    $
                    373





The
accompanying notes to financial statements are


an
integral part of these balance sheets.


3


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS (NOTE 2)


FOR
THE THREE MONTHS ENDED APRIL 30, 2010, AND 2009,


AND
CUMULATIVE FROM INCEPTION (APRIL 19, 2004 ) THROUGH APRIL 30, 2010


(Unaudited)




Three Months Ended
                
                
                CumulativeApril 30,
                
                
                From2010
                
                
                2009
                
                
                InceptionRevenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of Sales
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      Margin
                
                
                -
                
                
                
                -
                
                
                
                -Operating
      Expenses:Mineral
      property expenses
                
                
                -
                
                
                
                -
                
                
                
                27,206Bad
      debt expense
                
                
                -
                
                
                
                -
                
                
                
                557,927General
      and administrative
                
                
                42,210
                
                
                
                14,609
                
                
                
                700,635Total
      Operating Expenses
                
                
                42,210
                
                
                
                14,609
                
                
                
                1,285,768(Loss)
      from Operations
                
                
                (42,210
                )
                
                
                (14,609
                )
                
                
                (1,285,768
                )Other
      Income (Expense):Interest
      income
                
                
                -
                
                
                
                1
                
                
                
                20Interest
      expense
                
                
                (391
                )
                
                
                -
                
                
                
                (533
                )Total
      Other Income (Expenses)
                
                
                (391
                )
                
                
                1
                
                
                
                (513
                )(Loss)
      before Income Taxes
                
                
                (42,601
                )
                
                
                (14,608
                )
                
                
                (1,286,281
                )Provision
      for Income Taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      (Loss)
                
                $
                (42,601
                )
                
                $
                (14,608
                )
                
                $
                (1,286,281
                )(Loss)
      Per Common Share:(Loss)
      per common share- Basic and Diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      Average Number of Common Shares Outstanding- Basic and
    Diluted
                
                
                58,063,002
                
                
                
                58,313,002





The
accompanying notes to financial statements are


an
integral part of these statements.


4


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN EXPLORATION STAGE
COMPANY)


STATEMENTS
OF CASH FLOWS (NOTE 2)


FOR
THE THREE MONTHS ENDED APRIL 30, 2010, AND 2009


AND
CUMULATIVE FROM INCEPTION (APRIL 19, 2004)


THROUGH
APRIL 30, 2010


(Unaudited)





Three Months Ended
                    
                    
                    CumulativeApril 30,
                    
                    
                    From2010
                    
                    
                    2009
                    
                    
                    InceptionOperating
      Activities:Net
      (loss)
                    
                    $
                    (42,601
                    )
                    
                    $
                    (14,608
                    )
                    
                    $
                    (1,286,281
                    )Adjustments
      to reconcile net (loss) tonet
      cash used by operating activities:Contributed
      capital for donated services
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    235,668Common
      stock issued for services rendered
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    33,000Changes
      in assets and liabilities-Accounts
      payable - Trade
                    
                    
                    28,710
                    
                    
                    
                    -
                    
                    
                    
                    233,623Accrued
      liabilities
                    
                    
                    2,391
                    
                    
                    
                    -
                    
                    
                    
                    2,533Allowance
      for bad debt
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    557,927Net
      Cash (Used in) Operating Activities
                    
                    
                    (11,500
                    )
                    
                    
                    (14,608
                    )
                    
                    
                    (223,530
                    )Investing
      Activities:Note
      receivable- Related party
                    
                    
                    -
                    
                    
                    
                    12,469
                    
                    
                    
                    (557,927
                    )Net
      Cash Provided by (Used in) Investing Activities
                    
                    
                    -
                    
                    
                    
                    12,469
                    
                    
                    
                    (557,927
                    )Financing
      Activities:Proceeds
      from related party loans
                    
                    
                    11,500
                    
                    
                    
                    -
                    
                    
                    
                    32,430Proceeds
      from common stock issued
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    749,400Net
      Cash Provided by Financing Activities
                    
                    
                    11,500
                    
                    
                    
                    -
                    
                    
                    
                    781,830Net
      Increase (Decrease) in Cash
                    
                    
                    -
                    
                    
                    
                    (2,139
                    )
                    
                    
                    373Cash-
      Beginning of Period
                    
                    
                    373
                    
                    
                    
                    4,113
                    
                    
                    
                    -Cash-
      End of Period
                    
                    $
                    373
                    
                    
                    $
                    1,974
                    
                    
                    $
                    373Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Income
      Taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -





Supplemental
Information of Noncash Investing and Financing Activities:


On May
29, 2007, the Company issued 12,700,000 shares of commons stock (post forward
stock split) to its former officers for services provided. This transaction was
valued at $2,000.


On June
12, 2007, the Company issued 31,000,000 shares of common stock to its President
and CEO for expenses incurred on behalf of the Company. This transaction was
valued at $31,000.





The
accompanying notes to financial statements are


an
integral part of these statements


5





CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)





(1)
            Summary
      of Significant Accounting Policies





General
Organization and Business





California
Gold Corp. (“California Gold” or the “Company” and formerly US Uranium Inc.) is
a Nevada corporation in the exploration stage.  The Company was
incorporated under the laws of the State of 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.  Because the Company was not successful in implementing
its business plan, and did not have enough funds to commence its business plan,
the Company determined to seek a joint venture partner or various business
options to continue operating as a viable public company.  On June 15,
2007, the Company filed Amended and Restated Articles of Incorporation with the
Secretary of State of the State of Nevada, pursuant to which, the Company (i)
increased its authorized capital stock from 75,000,000 shares of common stock,
par value $0.001 to 300,000,000 shares of common stock, par value $0.001, and
10,000,000 shares of preferred stock, par value $0.001, and (ii) changed the
Company name from Arbutus Resources, Inc. to Cromwell Uranium Corp. in
anticipation of a business combination with Cromwell Uranium Holdings, Inc.
(“Holdings”), a uranium exploration and mining company, and to more accurately
reflect the new focus of the Company proposed business.  On July 11,
2007, the Company entered into an Agreement and Plan of Merger and
Reorganization (“Merger Agreement”) with Holdings.  After the merger,
Holdings became the Company’s wholly owned subsidiary.  As a result of
development in the public equity and debt markets as well as conditions in the
mining industry, among other factors, the parties to the Merger Agreement
determined to unwind the Merger Agreement transaction.  Effective
August 8, 2007, the parties entered into a reversal agreement (the “Reversal
Agreement”).  On August 9, 2007, the Company filed Amended and
Restated Articles of Incorporation with the Secretary of State of the State of
Nevada to change its name to US Uranium Inc.  On March 9, 2009, the
Company filed with the Secretary of State of the State of Nevada to change its
name to California Gold Corp.  The accompanying financial statements
are prepared on the accrual basis of accounting in conformity with accounting
principles generally accepted in the United States of America.





Unaudited
Interim Financial Statements





The
accompanying interim financial statements of California Gold Corp. as of April
30, 2010, and January 31, 2010, and for the three months ended April 30, 2010,
and 2009, and cumulative from inception, are unaudited.  However, in
the opinion of management, the interim financial statements include all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the Company’s financial position as of April 30, 2010, and
January 31, 2010, and the results of its operations and its cash flows for the
three months ended April 30, 2010, and 2009, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the fiscal year ending January 31, 2011.  The
accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States of America.  Refer to the Company’s audited financial
statements as of January 31, 2010, filed with the SEC for additional
information, including significant accounting policies.


6




CALIFORNIA
GOLD CORP.
 (FORMERLY
US URANIUM INC.)
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 APRIL
30, 2010, AND 2009
 (Unaudited)




Cash
and Cash Equivalents





For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid investments instruments purchased with a
maturity of three months or less to be cash and cash equivalents.





Revenue
Recognition





The
Company is in the exploration stage and has yet to realize revenues from
operations.  Once the Company has commenced operations, it will
recognize revenues when delivery of goods or completion of services has
occurred, provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.





Impairment
of Long-Lived Assets- Mineral Properties





The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be
recoverable.  When such events or changes in circumstances are
present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows.  If the total of the future
cash flows is less than the carrying amount of those assets, the Company
recognizes an impairment loss based on the excess of the carrying amount over
the fair value of the assets.  Assets to be disposed of are reported
at the lower of the carrying amount or the fair value less costs to
sell.





Loss
per Common Share





Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive.  There were no dilutive financial instruments
issued or outstanding for the periods ended April 30, 2010, and
2009.




Dividends




The
Company has not adopted any policy regarding payment of dividends.  No
dividends have been paid during the periods presented.


7




CALIFORNIA
GOLD CORP.
 (FORMERLY
US URANIUM INC.)
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 APRIL
30, 2010, AND 2009
 (Unaudited)


Income Taxes




The
Company accounts for income taxes in accordance with FASB ASC Topic 740, Income
Taxes.  Under FASB ASC Topic 740, deferred tax assets and
liabilities are determined based on temporary differences between the bases of
certain assets and liabilities for income tax and financial reporting
purposes.  The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.




The
Company maintains a valuation allowance with respect to deferred tax
assets.  The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the
current period.  Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.





Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset.  Any change in the valuation allowance will be included in
income in the year of the change in estimate.





Fair
Value of Financial Instruments





The
Company estimates the fair value of financial instruments using the available
market information and valuation methods.  Considerable judgment is
required in estimating fair value.  Accordingly, the estimates of fair
value may not be indicative of the amounts The Company could realize in a
current market exchange.  As of April 30, 2010, and January 31, 2010,
the carrying value of financial instruments approximated fair value due to the
short-term nature and maturity of these instruments.





Mineral
Exploration and Development Costs





Mineral
claim and other property acquisition costs are capitalized as
incurred.  Such costs are carried as an asset of the Company until it
becomes apparent through exploration activities that the cost of such properties
will not be realized through mining operations.  Mineral exploration
costs are expensed as incurred, and when it becomes apparent that a mineral
property can be economically developed as a result of establishing proven or
probable reserve, the exploration costs, along with mine development cost, are
capitalized.  The costs of acquiring mineral claims, capitalized
exploration costs, and mine development costs are recognized for depletion and
amortization purposes under the units-of-production method over the estimated
life of the probable and proven reserves.  If mineral properties,
exploration, or mine development activities are subsequently abandoned or
impaired, any capitalized costs are charged to operations in the current
period.


8




CALIFORNIA
GOLD CORP.
 (FORMERLY
US URANIUM INC.)
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 APRIL
30, 2010, AND 2009
 (Unaudited)


Advertising
Costs





The
Company’s policy regarding advertising is to expense such costs.  The
Company did not incur any advertising expenses during the periods ended
April 30, 2010, and 2009.





Stock-based
Compensation





The
Company accounts for its stock based compensation in which the Company obtains
employee services in share-based payment transactions under FASB ASC Topic 718,
Compensation- Stock
Compensation, which requires the Company to expense the cost of employee
services received in exchange for an award of equity instruments based on the
grant date fair value of such instruments over the vesting period.





The
Company also adopts FASB ASC Topic 505-50, Equity Based Payment to
Non-Employees, to account for equity instruments issued to parties other
than employees for acquiring goods or services.  Such awards for
services are recorded at either the fair value of the consideration received or
the fair value of the instruments issued in exchange for such services,
whichever is more reliably measurable.





For the
periods ended April 30, 2010, and 2009, the Company has not issued any
share-based payments to its employees.





Concentration of
Risk





As of
April 30, 2010 and January 31, 2010, the Company maintained its cash account at
one commercial bank.  The account was subject to FDIC
coverage.





Estimates





The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America.  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 as of April 30, 2010 and January 31,
2010, and expenses for the three months ended April 30, 2010, and 2009, and
cumulative from inception.  Actual results could differ from those
estimates made by management.





(2)
            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.


9




CALIFORNIA
GOLD CORP.
 (FORMERLY
US URANIUM INC.)
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 APRIL
30, 2010, AND 2009
 (Unaudited)


The
Company’s activities through April 30, 2010, have been supported by equity
financing.  It has sustained losses in all previous reporting periods
with a cumulative loss since inception of $1,286,281 as of April 30,
2010.  Management continues to seek funding from its stockholders 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.




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.




(3)
            Related
      Party Transaction





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





The
aforementioned 31,000,000 shares were issued to the officer and
Director pursuant to a Restricted Stock Purchase Agreement.  The
agreement provided for a purchase price of par value, or $31,000, which amount
was paid by cancellation of the indebtedness the Company owed to the officer and
Director.  The Company has an option, but not the obligation, to
repurchase the shares, subject to certain limitations, in the event of
termination of the officer and Director’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 the
Company’s right to repurchase lapses.


10




CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




In June
of 2009, a related party loaned the Company $930 for working capital
purpose.  The loan is unsecured, non-interest bearing, and is payable
upon demand.





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 at the time of closing of a subsequent
private placement offering.





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.





On March
5, 2010, the Chief Executive Officer and Director of the Company loaned $3,000
to the Company for working capital purposes.  The loan is unsecured,
bears interest at 10 percent per annum and is due on March 5, 2011.





On March
5, 2010, a stockholder of the Company loaned $3,000 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent per annum
and is due on March 5, 2011.





On March
22, 2010, a stockholder of the Company loaned $3,000 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent per annum
and is due on March 22, 2011.





On March
23, 2010, a stockholder of the Company loaned $2,500 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent per annum
and is due on March 23, 2011.





(4)           Convertible
Debentures and Warrants





On June
22, 2007, and June 28, 2007, the Company issued a series of convertible
debentures (the “Debentures”) with a value of $559,536.  The principal
amount of the Debentures, together with accrued interest, was due on June 22,
2010.  Interest accrued on the unpaid principal balance of the
Debentures at the rate of nine percent per annum commencing 120 days from the
original issue date of the Debentures through the maturity
date.  Considering the date of the Merger Agreement of July 11, 2007,
described below, no interest was accrued on the Debentures.  From and
after October 30, 2007, or the date of closing of a merger transaction,
whichever date was earlier, the Debentures could be converted into debenture
units at a conversion price of $0.50 for one debenture unit.  The
debenture units consisted of one share common stock and one detachable common
stock purchase warrant.  Each detachable common stock purchase warrant
is exercisable to purchase one share of common stock of the Company at $0.75 per
share for a period of five years.


11


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




On July
11, 2007, the Company effected the Merger transaction, and simultaneously with
the closing of the Merger, the Debentures automatically converted into debenture
units.  The Company analyzed the conversion feature and detachable
warrants related to the Debentures, and determined that such elements of
conversion and option did not qualify as derivative
instruments.  Further, considering the fair market value of the common
stock of the Company on the date of Merger, there was no beneficial conversion
feature associated with the Debentures or detachable warrants.  The
Company accounted for the Debentures and warrants as convertible debt with
detachable warrants, and the proceeds from the sale of the Debentures and
related warrants were allocated between the debt obligations and additional
paid-in capital based on the relative fair values of the related instruments,
which amounted to $559,536, and $35,464, respectively.





The fair
value of each warrant granted has been estimated on the date of grant using the
Black-Scholes pricing model, under the following assumptions:





2007Five
      Year Risk Free Interest Rate
                    
                    
                    5.30
                    %Dividend
      Yield
                    
                    
                    0.00
                    %Volatility
                    
                    
                    281.34
                    %Average
      Expected Term (Years to Exercise)
                    
                    
                    3




A summary
of the status of warrants granted as April 30, 2010, is as follows:





For the Periods EndedApril 30, 2010WeightedAverageExerciseDescription
                        
                        Shares
                        
                        
                        PriceOutstanding
      at February 1, 2009
                        
                        
                        1,190,000
                        
                        
                        $
                        0.75Granted
                        
                        
                        -
                        
                        
                        
                        -Exercised
                        
                        
                        -
                        
                        
                        
                        -Forfeited
                        
                        
                        -
                        
                        
                        
                        -Expired
                        
                        
                        -
                        
                        
                        
                        -Outstanding
      at April 30, 2010
                        
                        
                        1,190,000
                        
                        
                        $
                        0.75




12


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




A summary
of the status of warrants outstanding as of April 30, 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




(5)          Common
Stock





During
July 2005, the Company issued 46,990,000 shares (post forward stock split) of
its common stock to its founders for $7,400 in cash.





During
July 2005, the Company issued 6,985,000 shares (post forward stock split) of its
common stock for $11,000 in cash.





During
August 2005, the Company issued 1,778,000 shares (post forward stock split) of
its common stock for $56,000 in cash.





On May
29, 2007, the Company issued 12,700,000 shares (post forward stock split) of its
common stock 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 (post forward stock split) of its
common stock and issued 31,000,000 shares (post forward stock split) of its
common stock to reverse merger holding company’s shareholder.  As a
result of the unwinding of the reverse merger, the Holding company returned the
31,000,000 shares (post forward stock split) of common stock to the
Company’s treasury.





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


13





CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




In August
2007, the Company issued 1,190,000 shares (post forward stock split) of common
stock 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 (post forward stock split) of
its common stock for $60,000 in cash.





During
the year ended January 31, 2009, the Company cancelled 2,000,000
shares (post forward stock split) of its common stock.





On
September 18, 2008, the Company issued 4,000,000 shares (post forward stock
split) of its common stock for $20,000 cash.





During
the year ended January 31, 2010, the Company cancelled 250,000 (post forward
stock split) shares of its common stock.




(6)           Income
Taxes





The
provision (benefit) for income taxes for the periods ended April 30, 2010, and
2009, were as follows (assuming a 15 percent effective income tax
rate):





Three Months Ended
                                  April 30,2010
                                
                                
                                2009Federal-Taxable
      income
                                
                                $
                                -
                                
                                
                                $
                                -Total
      current tax provision
                                
                                $
                                -
                                
                                
                                $
                                -Federal-Loss  carryforwards
                                
                                $
                                6,390
                                
                                
                                $
                                2,191Change
      in valuation allowance
                                
                                
                                (6,390
                                )
                                
                                
                                (2,191
                                )Total
      deferred tax provision
                                
                                $
                                -
                                
                                
                                $
                                -


14





CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)


The
Company had deferred income tax assets as of April 30, 2010, and January 31,
2010,as
follows:


2010
                  
                  
                  2009Loss
      carryforwards
                  
                  $
                  192,942
                  
                  
                  $
                  186,552Less
      - Valuation allowance
                  
                  
                  (192,942
                  )
                  
                  
                  (186,552
                  )Total
      net deferred tax assets
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company had net operating loss carryforwards for income tax reporting purposes
of $1,286,281 and $1,243,680 as of April 30, 2010, and January 31, 2010,
respectively, that may be offset against future taxable income.  The
net operating loss carryforwards begin to expire in the year
2024.  Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business.  Therefore, the
amount available to offset future taxable income may be limited.





No tax
benefit has been reported in the financial statements for the realization of
loss carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.









15


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




(7) Recent Accounting
Pronouncements




On May
22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and
Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities.  To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:





a.
            Determines
      whether a combination is a merger or an
  acquisition.


b.
              Applies
      the carryover method in accounting for a merger.c.
              Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities is the
    acquirer.d.
              Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
 
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Asset, to make it fully applicable to not-for-profit
entities.
 
 SFAS No.
164 (FASB ASC 958) is effective for mergers occurring on or after December 15,
2009, and acquisitions for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2009.  Early application is prohibited.  The management
of the Company does not expect the adoption of this pronouncement to have
material impact on its financial statements.


17


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




On May
28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent
Events”.  SFAS No. 165 (FASB ASC 855) establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date, but before financial statements are issued or are available
to be issued.  Specifically, Statement 165 (FASB ASC 855)
provides:





1.
            The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial statements.2.
            The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.3.
            The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.





In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.  The
adoption of this pronouncement did not have a material impact
on the financial statements of the Company.





In June
2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of
Financial Assets- an amendment of FASB Statement No,
140”.  SFAS No. 166 (FASB ASC 860) is a revision to SFAS
No. 140 “Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities” and will require more information about transfers of
financial assets, including securitization transactions, and where companies
have continuing exposure to the risks related to transferred financial
assets.  It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures.


18


CALIFORNIA
GOLD CORP.


(FORMERLY
US URANIUM INC.)


(AN
EXPLORATION STAGE COMPANY)


NOTES TO FINANCIAL
STATEMENTS


APRIL
30, 2010, AND 2009


(Unaudited)




This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15, 2009.
The management of the Company does not expect the adoption of this pronouncement
to have a material impact on its financial statements.





In June
2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation
No. 46(R)".  SFAS No. 167 (FASB ASC 810) amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable
Interest Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated.  The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.





This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.





In June
2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162".  SFAS No. 168 (FASB ASC
105) establishes the FASB Accounting Standards Codification (the "Codification")
to become the single official source of authoritative, nongovernmental U.S.
generally accepted accounting principles (“GAAP”).  The Codification
did not change GAAP but reorganizes the literature.





SFAS No.
168 (FASB ASC 105) is effective for interim and annual periods ending after
September 15, 2009.  The adoption of this pronouncement did
not have a material impact on the financial statements of the
Company.




19




ITEM 2.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
      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.




20


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.





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
three months ended April 30, 2010, and since our date of inception, we have not
generated any revenues.





We
incurred total operating expenses, consisting solely of general and
administrative expenses, of $42,210 for the three month period ended April 30,
2010, as compared to total operating expenses of $14,609 for the three month
period ended April 30, 2009.  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 month periods ended
April 30, 2010, and 2009.


21




LIQUIDITY
AND CAPITAL RESOURCES





At April
30, 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.





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, 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.


22





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 April 30, 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.




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:




23


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 the financial resources 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.


24


PART
II


OTHER
INFORMATION





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





From
March 3, 2010, to March 23, 2010, we closed a private placement of our 12 month,
10% promissory notes for an aggregate principal amount of $11,500.  In
this private placement, we offered and sold these notes to four of our principal
shareholders, James Davidson, Michael Bayback and Barry Honig, who each
purchased $3,000 in principal amount of the notes, and Gottbetter Capital Group,
Inc., who purchased $2,500 in principal amount of the notes.





The sales
of securities in the above private placement were exempt from registration under
the Securities Act in reliance upon Regulation D and Regulation S promulgated by
the SEC thereunder and the securities were sold only to “accredited investors,”
as defined in Regulation D, and non-“U.S. persons” as defined in Regulation
S.





ITEM
6.  EXHIBITS





The
following exhibits are included with this quarterly report.





ExhibitNumber
                        
                        Description4.1
                        
                        
                        Form
      of 10% promissory note of the Registrant dated March
  201010.1
                        
                        
                        Form
      of loan agreement of the Registrant for 10% promissory note dated March
      201031.1
                        
                        
                        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:   June
      14, 2010
              California
      Gold Corp.By
              /s/
      James D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, Principal
                Executive
      Officer, Principal
                Financial
      Officer


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