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 October 31, 2009


OR


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





For the
transition period from _______ to _______





Commission
File Number:  333-134549





CALIFORNIA
GOLD CORP.


(Exact
Name of Registrant as Specified in its Charter)





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





6830
Elm Street


McLean,
VA 22101


(703)
403-7529


(Address
of principal executive offices and telephone number)





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





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





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


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





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





There
      were 58,313,002 shares of common stock issued and outstanding as of
      December 14, 2009.





CALIFORNIA
GOLD CORP.




INDEX




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





PART
I


FINANCIAL
INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





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


2





CALIFORNIA
GOLD CORP.


(Formerly
US Uranium Inc.)


(An
Exploration Stage Company)


Balance
Sheets (Note 2)


As
of October 31, 2009, and January 31, 2009


(Unaudited)





October
      31,
                              
                              
                              January
      31,2009
                              
                              
                              2009ASSETSCurrent
      Assets:Cash
      and cash equivalents
                              
                              $
                              3,173
                              
                              
                              $
                              4,113Total
      Current Assets
                              
                              
                              3,173
                              
                              
                              
                              4,113Total
      Assets
                              
                              $
                              3,173
                              
                              
                              $
                              4,113LIABILITIES AND STOCKHOLDERS'
      (DEFICIT)Current
      Liabilities:Accounts
      payable - Trade
                              
                              $
                              164,557
                              
                              
                              $
                              7,365Due
      to related party
                              
                              
                              10,930
                              
                              
                              
                              -Total
      Current Liabilities
                              
                              
                              175,487
                              
                              
                              
                              7,365Total
      Liabilities
                              
                              
                              175,487
                              
                              
                              
                              7,365Commitments
      and ContingenciesStockholders'
      (Deficit):Preferred
      stock, 10,000,000 shares authorized; par value$0.001;
      no shares issued and outstanding
                              
                              
                              -
                              
                              
                              
                              -Common
      stock, 300,000,000 shares authorized; par value$0.001
      per share; 58,313,002 shares issued andoutstanding
      in October 2009 and January 2009, respectively
                              
                              
                              58,313
                              
                              
                              
                              58,313Additional
      paid-in capital
                              
                              
                              959,755
                              
                              
                              
                              959,755(Deficit)
      accumulated during the exploration stage
                              
                              
                              (1,190,382
                              )
                              
                              
                              (1,021,320
                              )Total
      Stockholders' Equity (Deficit)
                              
                              
                              (172,314
                              )
                              
                              
                              (3,252
                              )Total
      Liabilities and Stockholders' (Deficit)
                              
                              $
                              3,173
                              
                              
                              $
                              4,113





The
accompanying notes to interim 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 and Nine Months Ended October 31, 2009, and 2008,
and


Cumulative
from Inception (April 19, 2004) Through October 31, 2009


(Unaudited)





Three
      Months Ended
                                                                  
                                                                  
                                                                  Nine
      Months Ended
                                                                  
                                                                  
                                                                  CumulativeOctober
      31,
                                                                  
                                                                  
                                                                  October
      31,
                                                                  
                                                                  
                                                                  From2009
                                                                  
                                                                  
                                                                  2008
                                                                  
                                                                  
                                                                  2009
                                                                  
                                                                  
                                                                  2008
                                                                  
                                                                  
                                                                  InceptionRevenues
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -
                                                                  
                                                                  
                                                                  $
                                                                  -Cost
      of Revenues
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -Gross
      Margin
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -Expenses:Mineral
      property expenses
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  27,206Bad
      debt expense
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  557,927General
      and administrative
                                                                  
                                                                  
                                                                  63,290
                                                                  
                                                                  
                                                                  
                                                                  3,407
                                                                  
                                                                  
                                                                  
                                                                  169,063
                                                                  
                                                                  
                                                                  
                                                                  17,056
                                                                  
                                                                  
                                                                  
                                                                  605,269Total
      Operating Expenses
                                                                  
                                                                  
                                                                  63,290
                                                                  
                                                                  
                                                                  
                                                                  3,407
                                                                  
                                                                  
                                                                  
                                                                  169,063
                                                                  
                                                                  
                                                                  
                                                                  17,056
                                                                  
                                                                  
                                                                  
                                                                  1,190,402(Loss)
      from Operations
                                                                  
                                                                  
                                                                  (63,290
                                                                  )
                                                                  
                                                                  
                                                                  (3,407
                                                                  )
                                                                  
                                                                  
                                                                  (169,063
                                                                  )
                                                                  
                                                                  
                                                                  (17,056
                                                                  )
                                                                  
                                                                  
                                                                  (1,190,402
                                                                  )Other
      Income (Expense):Interest
      income
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  10
                                                                  
                                                                  
                                                                  
                                                                  1
                                                                  
                                                                  
                                                                  
                                                                  10
                                                                  
                                                                  
                                                                  
                                                                  20(Loss)
      Before Income Taxes
                                                                  
                                                                  
                                                                  (63,290
                                                                  )
                                                                  
                                                                  
                                                                  (3,397
                                                                  )
                                                                  
                                                                  
                                                                  (169,062
                                                                  )
                                                                  
                                                                  
                                                                  (17,046
                                                                  )
                                                                  
                                                                  
                                                                  (1,190,382
                                                                  )Provision
      for Income Taxes
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -Net
      (Loss)
                                                                  
                                                                  $
                                                                  (63,290
                                                                  )
                                                                  
                                                                  $
                                                                  (3,397
                                                                  )
                                                                  
                                                                  $
                                                                  (169,062
                                                                  )
                                                                  
                                                                  $
                                                                  (17,046
                                                                  )
                                                                  
                                                                  $
                                                                  (1,190,382
                                                                  )(Loss)
      Per Share:Basic
      and Diluted
                                                                  
                                                                  
                                                                  (0.00
                                                                  )
                                                                  
                                                                  
                                                                  (0.00
                                                                  )
                                                                  
                                                                  
                                                                  (0.00
                                                                  )
                                                                  
                                                                  
                                                                  (0.00
                                                                  )Weighted
      Average Number of CommonShares
      Outstanding During the Periods
                                                                  
                                                                  
                                                                  58,313,002
                                                                  
                                                                  
                                                                  
                                                                  57,313,002
                                                                  
                                                                  
                                                                  
                                                                  58,313,002
                                                                  
                                                                  
                                                                  
                                                                  56,313,002





The
accompanying notes to interim 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 Nine Months Ended October 31, 2009, and 2008, and


Cumulative
from Inception (April 19, 2004) Through October 31, 2009


(Unaudited)





Nine
      Months Ended
                                                              
                                                              
                                                              CumulativeOctober
      31,
                                                              
                                                              
                                                              From2009
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              InceptionOperating
      Activities:Net
      (loss)
                                                              
                                                              $
                                                              (169,062
                                                              )
                                                              
                                                              $
                                                              (17,046
                                                              )
                                                              
                                                              $
                                                              (1,190,382
                                                              )Adjustments
      to reconcile net (loss) tonet
      cash (used in) operating activities:Contributed
      capital
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              2,000
                                                              
                                                              
                                                              
                                                              268,668Allowance
      for bad debts
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              557,927Changes
      in operating assets and liabilities:Accounts
      payable - Trade
                                                              
                                                              
                                                              157,192
                                                              
                                                              
                                                              
                                                              427
                                                              
                                                              
                                                              
                                                              164,557Net
      Cash (Used in) Operating Activities
                                                              
                                                              
                                                              (11,870
                                                              )
                                                              
                                                              
                                                              (14,619
                                                              )
                                                              
                                                              
                                                              (199,230
                                                              )Investing
      Activities:Note
      receivable - Related party
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (557,927
                                                              )Net
      Cash (Used in) Investing Activities
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (557,927
                                                              )Financing
      Activities:Due
      to related party
                                                              
                                                              
                                                              10,930
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              10,930Proceeds
      from the issuance of common stock
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              18,000
                                                              
                                                              
                                                              
                                                              749,400Net
      Cash Provided by Financing Activities
                                                              
                                                              
                                                              10,930
                                                              
                                                              
                                                              
                                                              18,000
                                                              
                                                              
                                                              
                                                              760,330Net
      (Decrease) Increase in cash and cash equivalents
                                                              
                                                              
                                                              (940
                                                              )
                                                              
                                                              
                                                              3,381
                                                              
                                                              
                                                              
                                                              3,173Cash
      and Cash Equivalents - Beginning of Period
                                                              
                                                              
                                                              4,113
                                                              
                                                              
                                                              
                                                              2,583
                                                              
                                                              
                                                              
                                                              -Cash
      and Cash Equivalents - End of Period
                                                              
                                                              $
                                                              3,173
                                                              
                                                              
                                                              $
                                                              5,964
                                                              
                                                              
                                                              $
                                                              3,173Supplemental
      Disclosures of Cash Flow Information:Cash
      Paid For:Interest
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -Income
      Taxes
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -





The
accompanying notes to interim financial statements are


An
integral part of these statements.


5


CALIFORNIA
GOLD CORP.
 (Formerly
US Uranium Inc.)
 (An
Exploration Stage Company)
 Condensed
Notes to Interim Financial Statements
 October
31, 2009, and 2008
 (Unaudited)


NOTE
1 - CONDENSED INTERIM FINANCIAL STATEMENTS





The
interim financial statements of California Gold Corp. as of October 31, 2009,
and January 31, 2009, and for the three and nine months ended October 31, 2009,
and 2008, 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 October 31, 2009, and
January 31, 2009, and the results of its operations and its cash flows for the
three and nine months ended October 31, 2009, and 2008, and cumulative from
inception.  These results are not necessarily indicative of the
results expected for the fiscal year ending January 31, 2010.  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, 2009, filed with the SEC for additional
information, including significant accounting policies.





NOTE
2 - GOING CONCERN





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




In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
  The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.


6


CALIFORNIA
GOLD CORP.
 (Formerly
US Uranium Inc.)
 (An
Exploration Stage Company)
 Condensed
Notes to Interim Financial Statements
 October
31, 2009, and 2008
 (Unaudited)


NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Recent Accounting
Pronouncements





In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events.”  Companies are now required to disclose the date through
which subsequent events have been evaluated by management.  Public
entities (as defined) must conduct the evaluation as of the date the financial
statements are issued, and provide disclosure that such date was used for this
evaluation.  SFAS 165 (ASC 855-10) provides that financial statements
are considered “issued” when they are widely distributed for general use and
reliance in a form and format that complies with GAAP.  SFAS 165 (ASC
855-10) is effective for interim and annual periods ending after June 15, 2009
and must be applied prospectively.  The adoption of SFAS 165 (ASC
855-10) during the quarter ended September 30, 2009 did not have a significant
effect on the Company’s financial statements as of that date or for the quarter
or year-to-date period then ended.  In connection with preparing the
accompanying unaudited financial statements as of September 30, 2009 and for the
quarter and nine month period ended September 30, 2009, management evaluated
subsequent events through the date that such financial statements were issued
(filed with the SEC)..





In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles.  (“SFAS
168” pr ASC 105-10)  SFAS 168 (ASC 105-10) establishes the
Codification as the sole source of authoritative accounting principles
recognized by the FASB to be applied by all nongovernmental entities in the
preparation of financial statements in conformity with GAAP.  SFAS 168
(ASC 105-10) was prospectively effective for financial statements issued for
fiscal years ending on or after September 15, 2009 and interim periods within
those fiscal years.  The adoption of SFAS 168 (ASC 105-10) on July 1,
2009 did not impact the Company’s results of operations or financial
condition.  The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented.  As a result, these
changes impact how companies reference GAAP in their financial statements and in
their significant accounting policies.  The Company implemented the
Codification in this Report by providing references to the Codification topics
alongside references to the corresponding standards.





With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.


7




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





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





OVERVIEW





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





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





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





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


8


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





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





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





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





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





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





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


9


RESULTS
OF OPERATIONS





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





We incurred total operating expenses of
$63,290 and$169,063for thethree and ninemonth periods
ended October 31, 2009,respectively,as compared to total operating expenses
of $3,407 and $17,056 for
the respectively periods ended October 31, 2008,consistingofgeneral and administrativeexpenses incurred in connection with
the day-to-day operation of our business and the preparation and filing of our
periodic reports.  Theseexpensesconsisted of professional and
legalfees incurred in
connection withthefiling of periodic reports,
SEC compliance filings, audit, and accounting fees and general corporate
matters.  We incurredmineral propertyexpenses of$-0-forthe three and nine month
periods ended October 31, 2009 and 2008, respectively.





LIQUIDITY
AND CAPITAL RESOURCES





At
October 31, 2009, we had $3,173 in our bank account.





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





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





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





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





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.


10


SIGNIFICANT
ACCOUNTING POLICIES





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





ITEM
4T.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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





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




Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.  Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.  Therefore, even those systems determined to
be effective can provide only reasonable assurance of achieving their control
objectives.  In evaluating the effectiveness of our internal control
over financial reporting, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) inInternal
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 October 31, 2009; however,
it has identified the following deficiencies that, when aggregated, may possibly
be viewed as a material weakness in our internal control over financial
reporting as of that date:


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




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




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





Management's
Remediation Initiatives





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





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





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





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





Changes
in Internal Controls over Financial Reporting





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


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PART
II


OTHER
INFORMATION





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





None.





ITEM
6.  EXHIBITS





The
following exhibits are included with this quarterly report.





Exhibit
                Number
              
              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.


13


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:   
      December 14, 2009
                California
      Gold Corp.By
                /s/ James D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, Principal
                  Executive
      Officer, Principal
                  Financial
      Officer


14