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, 2010


OR


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




For the
transition period from _______ to _______





Commission
File Number:  333-134549





CALIFORNIA
GOLD CORP.


(Exact
Name of Registrant as Specified in its Charter)





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





c/o
Gottbetter & Partners, LLP


488,
Madison Avenue, 12th Floor,
New York, NY 10022


(212)
400-6900


(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 62,063,000 shares of common stock issued and outstanding as of
      December 14, 2010.





CALIFORNIA
GOLD CORP.




INDEX





PagePart
      I Financial InformationItem 1
         Financial Statements
                  2Balance
      Sheets (unaudited)
                  3Statements
      of Operations (unaudited)
                  4Statements
      of Cash Flows (unaudited)
                  5Notes
      to the Financial Statements (unaudited)
                  6Item 2
         Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                  11Item 4
         Controls and Procedures
                  14Part
      II Other Information
                  17Item 2
         Unregistered Sale of Equity Securities and Use of
      Proceeds
                  17Item
      6 Exhibits
                  17Signatures
                  18Exhibit
      – Certification of Principal  Executive Officer and Principal
      Financial OfficerExhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer





PART
I


FINANCIAL
INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





The
financial statements of California Gold Corp. (the “Company”) required to be
filed with this Quarterly Report on Form 10-Q were prepared by management and
commence on the following page, together with the related Notes.  In
the opinion of management, these financial statements fairly present the
financial condition of the Company, but should be read in conjunction with the
financial statements of the Company for the period ended January 31, 2010,
previously filed on Form 10-K with the Securities and Exchange Commission, File
No. 333-134549.


2


CALIFORNIA
GOLD CORP.


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS


(UNAUDITED)





OCTOBER 31, 2010
                    
                    
                    JANUARY 31, 2010ASSETSCurrent
      Assets:Cash
                    
                    $
                    989
                    
                    
                    $
                    373Total
      Current Assets
                    
                    
                    989
                    
                    
                    
                    373Total
      Assets
                    
                    $
                    989
                    
                    
                    $
                    373LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent
      Liabilities:Accounts
      payable – trade
                    
                    $
                    59,805
                    
                    
                    $
                    29,519Accounts
      payable - related party
                    
                    
                    253,601
                    
                    
                    
                    175,394Notes
      and interest payable to related parties, net
                    
                    
                    78,528
                    
                    
                    
                    21,072Derivative
      liabilities
                    
                    
                    78,811
                    
                    
                    
                    -Total
      Current Liabilities
                    
                    
                    470,745
                    
                    
                    
                    225,985Stockholders'
      Deficit:Preferred
      stock, par value $0.001 per share, 10,000,000 shares authorized; no shares
      issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, par value $0.001 per share, 300,000,000 shares authorized;
      62,063,002 and 58,063,000 shares issued and outstanding as of October 31,
      2010 and as of January 31, 2010, respectively
                    
                    
                    62,063
                    
                    
                    
                    58,063Additional
      paid-in capital
                    
                    
                    1,175,631
                    
                    
                    
                    960,005Deficit
      accumulated during the exploration stage
                    
                    
                    (1,707,450
                    )
                    
                    
                    (1,243,680
                    )Total
      Stockholders' Deficit
                    
                    
                    (469,756
                    )
                    
                    
                    (225,612
                    )Total
      Liabilities and Stockholders' Deficit
                    
                    $
                    989
                    
                    
                    $
                    373





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


3


CALIFORNIA
GOLD CORP.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(UNAUDITED)





April 19,
                    2004(Inception)Three Months Ended
                  
                  
                  Nine Months Ended
                  
                  
                  throughOctober 31,
                    2010
                  
                  
                  October 31,
                    2009
                  
                  
                  October 31,
                    2010
                  
                  
                  October 31,
                    2009
                  
                  
                  October 31,
                    2010Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Cost
      of Sales
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Gross
      Margin
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      ExpensesMineral
      property expenses
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,206Bad
      debt expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  557,927General
      and administrative
                  
                  
                  266,039
                  
                  
                  
                  63,290
                  
                  
                  
                  394,377
                  
                  
                  
                  169,063
                  
                  
                  
                  1,052,802Total
      Operating Expenses
                  
                  
                  266,039
                  
                  
                  
                  63,290
                  
                  
                  
                  394,377
                  
                  
                  
                  169,063
                  
                  
                  
                  1,637,935Loss
      from Operations
                  
                  
                  (266,039
                  )
                  
                  
                  (63,290
                  )
                  
                  
                  (394,377
                  )
                  
                  
                  (169,063
                  )
                  
                  
                  (1,637,935
                  )Other
      Income (Expenses):Interest
      expense, net
                  
                  
                  (1,281
                  )
                  
                  
                  -
                  
                  
                  
                  (2,337
                  )
                  
                  
                  1
                  
                  
                  
                  (2,459
                  )Change
      in fair value of derivatives
                  
                  
                  (67,056
                  )
                  
                  
                  -
                  
                  
                  
                  (67,056
                  )
                  
                  
                  -
                  
                  
                  
                  (67,056
                  )Total
      Other Income (Expenses)
                  
                  
                  (68,337
                  )
                  
                  
                  -
                  
                  
                  
                  (69,393
                  )
                  
                  
                  1
                  
                  
                  
                  (69,515
                  )Loss
      before Income Taxes
                  
                  
                  (334,376
                  )
                  
                  
                  (63,290
                  )
                  
                  
                  (463,770
                  )
                  
                  
                  (169,062
                  )
                  
                  
                  (1,707,450
                  )Provision
      for Income Taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Loss
                  
                  $
                  (334,376
                  )
                  
                  $
                  (63,290
                  )
                  
                  $
                  (463,770
                  )
                  
                  $
                  (169,062
                  )
                  
                  $
                  (1,707,450
                  )Loss
      Per Common Share:Loss
      per common share - Basic and Diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Common Shares Outstanding - Basic and
      Diluted
                  
                  
                  58,766, 299
                  
                  
                  
                  58,313,002
                  
                  
                  
                  58,298,296
                  
                  
                  
                  58,313,002





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


4


CALIFORNIA
GOLD CORP.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(UNAUDITED)





April 19, 2004(Inception)Nine Months Ended
                
                
                throughOctober 31, 2010
                
                
                October 31, 2009
                
                
                October 31, 2010Operating
      Activities:Net
      loss
                
                $
                (463,770
                )
                
                $
                (169,062
                )
                
                $
                (1,707,450
                )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Contributed
      capital for donated services
                
                
                -
                
                
                
                -
                
                
                
                235,668Common
      stock issued for services rendered
                
                
                220,000
                
                
                
                -
                
                
                
                253,000Bad
      debt expense
                
                
                -
                
                
                
                -
                
                
                
                557,927Change
      in fair value of derivatives
                
                
                67,056
                
                
                
                
                
                
                
                67,056Amortization
      of debt discount
                
                
                716
                
                
                
                -
                
                
                
                716Changes
      in assets and liabilities:Accounts
      payable -trade
                
                
                30,286
                
                
                
                15,486
                
                
                
                59,805Accounts
      payable - related party
                
                
                78,207
                
                
                
                141,706
                
                
                
                253,601Interest
      accrued on notes payable from related parties
                
                
                1,621
                
                
                
                -
                
                
                
                1,763Net
      Cash (Used in) Operating Activities
                
                
                (65,884
                )
                
                
                (11,870
                )
                
                
                (277,914
                )Investing
      Activities:Note
      receivable - related party
                
                
                -
                
                
                
                -
                
                
                
                (557,927
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                (557,927
                )Financing
      Activities:Proceeds
      from related party loans
                
                
                66,500
                
                
                
                10,930
                
                
                
                87,430Proceeds
      from common stock issued
                
                
                -
                
                
                
                -
                
                
                
                749,400Net
      Cash Provided by Financing Activities
                
                
                66,500
                
                
                
                10,930
                
                
                
                836,830Net
      Increase (Decrease) in Cash
                
                
                616
                
                
                
                (940
                )
                
                
                989Cash
      - Beginning of Period
                
                
                373
                
                
                
                4,113
                
                
                
                -Cash
      - End of Period
                
                $
                989
                
                
                $
                3,173
                
                
                $
                989Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for :Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                
                -
                
                
                
                -
                
                
                
                -Noncash
      Investing and Financing Activities:Loss
      on extinguishing of debt owed to related parties
                  recorded in additional paid-in
    capital
                
                $
                374
                
                
                $
                -
                
                
                $
                374Debt
      discount due to derivative liabilities
                
                
                9,618
                
                
                
                -
                
                
                
                9,618





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


5





(1)            Organization
and Description of Business





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


(2)            Summary
of Significant Accounting Policies





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





Derivative
Financial Instruments





For
derivative financial instruments that are accounted for as liabilities, the
derivative instrument is initially recorded at its fair value and is then
re-valued at each reporting date, with changes in the fair value reported as
charges or credits to income. For option-based derivative financial instruments,
the Company uses the Black-Scholes option-pricing model to value the derivative
instruments at inception and subsequent valuation dates.  The
classification of derivative instruments, including whether such instruments
should be recorded as liabilities or as equity, is re-assessed at the end of
each reporting period.  Derivative instrument liabilities are
classified in the balance sheet as current or non-current based on whether or
not net-cash settlement of the derivative instrument could be required within 12
months of the balance sheet date.





Fair
Value Measurements





Effective
January 1, 2008, the Company adopted FASB ASC 820, which defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements.





As
defined in FASB ASC 820, fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (exit price). The Company utilizes
market data or assumptions that market participants would use in pricing the
asset or liability, including assumptions about risk and the risks inherent in
the inputs to the valuation technique. These inputs can be readily observable,
market corroborated, or generally unobservable. The Company classifies fair
value balances based on the observability of those inputs. FASB ASC 820
establishes a fair value hierarchy that prioritizes the inputs used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (level 1 measurement) and
the lowest priority to unobservable inputs (level 3
measurement).


6


The three
levels of the fair value hierarchy defined by FASB ASC 820 are as
follows:





Level 1 –
Quoted prices are available in active markets for identical assets or
liabilities as of the reporting date. Active markets are those in which
transactions for the asset or liability occur in sufficient frequency and volume
to provide pricing information on an ongoing basis.





Level 2 –
Pricing inputs are other than quoted prices in active markets included in level
1, which are either directly or indirectly observable as of the reported
date.





Level 3 –
Pricing inputs include significant inputs that are generally less observable
from objective sources.  These inputs may be used with internally
developed methodologies that result in management’s best estimate of fair
value.





The
following table sets forth by level within the fair value hierarchy the
Company’s financial assets and liabilities that were accounted for at fair value
as of October 31, 2010.





October 31, 2010Recurring Fair Value
                                Measures
                              
                              Level 1
                              
                              
                              Level 2
                              
                              
                              Level 3
                              
                              
                              TotalLIABILITIES:Derivative
      liabilities
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              78,811
                              
                              
                              $
                              78,811





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





(3)            Exploration
Stage Activities and Going Concern





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





The
Company’s activities through October 31, 2010, have been supported by debt and
equity financing.  It has sustained losses in all previous reporting
periods, with a cumulative since inception loss of $1,707,450 as of October 31,
2010.  Management continues to seek funding from its shareholders and other
qualified investors to pursue its business plan.  In the alternative, the
Company may be amenable to a sale, merger, or other acquisition in the event
such transaction is deemed by management to be in the best interests of the
shareholders.


7


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





(4)            Related
Party Transactions





Between
September 2009 and October of 2010, an officer and three stockholders loaned the
Company an aggregate of $31,500 for working capital purposes.  The loans
bore interest between 0% and 10%, matured between October 2010 and September
2011 and were unsecured.  In September 2010, two of the related party
non-interest bearing loans, totaling $5,000, matured.  The two loans
were modified in September 2010 whereby the maturity dates were extended from
September 9, 2010 to September 9, 2011. The company evaluated the modification
under FASB ASC 470-50 and determined they did not qualify as extinguishments of
debt.





On
October 13, 2010, the aforementioned loans issued to an officer and three
stockholders by the Company in 2009 and 2010, totaling $31,500, were amended to
require their mandatory conversion, without interest, at a conversion price of
$0.025 per share upon the initial closing of a private placement offering in
which the Company is currently engaged.  As of December 15, 2010, the
initial closing had not occurred. In addition, the interest rates on all of the
notes were reduced to zero and the accrued interest on the notes totaling $1,511
was forgiven.





The
company evaluated the aforementioned loan modifications under FASB ASC 470-50
and determined the modifications qualified as an extinguishment of debt due to a
substantive conversion option being added. In accordance with FASB ASC
470-50-40-2, the extinguishment of debt was accounted for as a capital
transaction. A gain on the extinguishment of $1,511 was recorded as additional
paid-in capital. The company also evaluated the conversion options under FASB
ASC 815-15 for derivative treatment and determined the conversion options are
not required to be accounted for as derivatives.





In June
2010, a stockholder loaned the Company $10,000 for working capital
purposes.    The loan was unsecured, bore interest of 10
percent per annum, and was initially due in June 2011.  On September
16, 2010, this loan was modified whereby the interest rate was reduced to zero
and the term of the loan was revised to September 2011. In addition, a
conversion option was added whereby the note is convertible at the holder’s
option at $0.03 and mandatorily convertible at a lower rate of $0.025 upon the
initial closing of a private placement offering in which the Company is
currently engaged. As of December 15, 2010, the initial closing had not
occurred.





The
company evaluated the aforementioned loan modification under FASB ASC 470-50 and
determined the modification qualified as an extinguishment of debt due to a
substantive conversion option being added. The company also evaluated the
conversion option under FASB ASC 815-15 for derivative treatment and determined
the conversion option is required to be accounted for as a derivative due to the
conversion rate reset provision. The issuance date fair value of the conversion
option was determined to be $2,137 (see Note 5). In accordance with FASB ASC
470-50-40-2, the extinguishment of debt was accounted for as a capital
transaction. A net loss on the extinguishment of $1,885 was recorded as
additional paid-in capital.


8


On
September 16, 2010, the Company issued related party convertible notes totaling
$45,000 to an officer and two stockholders.  The convertible notes are
non-interest bearing, mature in one year, and are convertible at the option of
the borrower into common shares at a conversion rate of $0.03 per share. In
addition, the notes are mandatorily convertible at a lower rate of $0.025 upon
the initial closing of a private placement offering in which the Company is
currently engaged. As of December 15, 2010, the initial closing had not
occurred.





The
company evaluated the aforementioned conversion options under FASB ASC 815-15
for derivative treatment and determined the conversion options are required to
be accounted for as a derivative due to the conversion rate reset provisions.
The issuance date fair value of the conversion options was determined to be
$9,618 (see Note 5). This original fair value was recorded as a discount on the
notes and is being amortized over the life of the notes using the effective
interest rate method. During the nine months ended October 31, 2010,
amortization of $716 was recorded on the discount.





(5)     
      Derivative Liabilities





As
discussed in Note 4, $55,000 in outstanding convertible notes qualify for
derivative treatment under FASB ASC 815-15 due to conversion rate reset
provisions. The Company estimated the fair value of these liabilities on
September 16, 2010 to be $11,755. $2,137 was included in the gain/loss
determination for extinguished debt and $9,618 was recorded as a discount on the
associated debt.





The
derivative liabilities were fair valued on October 31, 2010 at $78,811 resulting
in a loss on the change in fair value of $67,056 for the nine months ended
October 31, 2010.





The
Company used the Black-Scholes option pricing model to estimate the fair values
with the following assumptions: the market price of the Company’s common stock
on the measurement dates of $0.01 and $0.05, no expected dividend yield;
expected volatilities ranging from 246% to 285%; risk-free interest rates of
0.25%; and expected terms ranging from 1 to 0.9 years.




(6)            Common
Stock Warrants





A summary
of the warrant activity during the nine months ended October 31, 2010, is as
follows:





For the Nine
                  Months EndedOctober 31, 2010WeightedAverageExerciseDescription
                
                Shares
                
                
                PriceOutstanding
      at January 31, 2010
                
                
                1,190,000
                
                
                $
                0.75Granted
                
                
                -
                
                
                
                -Exercised
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -Expired
                
                
                -
                
                
                
                -Outstanding
      at October 31, 2010
                
                
                1,190,000
                
                
                $
                0.75


9


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




Warrants Outstanding
                      
                      
                      Warrants ExercisableWeighted
                      
                      
                      Weighted
                      
                      
                      
                      
                      
                      WeightedRange of
                      
                      
                      
                      
                      Average
                      
                      
                      Average
                      
                      
                      
                      
                      
                      AverageExercise
                      
                      Number
                      
                      
                      Remaining
                      
                      
                      Exercise
                      
                      
                      Number
                      
                      
                      ExercisePrices
                      
                      Outstanding
                      
                      
                      Life Years
                      
                      
                      Price
                      
                      
                      Exercisable
                      
                      
                      Price$
                      0.75
                      
                      
                      1,190,000
                      
                      
                      
                      1.71
                      
                      
                      $
                      0.75
                      
                      
                      
                      1,190,000
                      
                      
                      $
                      0.75





No
warrants were granted during the nine months ended October 31,
2010.




(7)            Stockholders’
Deficit





On
October 15, 2010, the Company hired an individual to provide consulting services
to the Company for a period of three months.  The Company issued
4,000,000 common shares to the individual in payment for the services to be
rendered.  The shares have a fair value of $220,000 and vested
immediately.  The Company valued the shares based on market value on
the date of the agreement, and recorded the value as stock-based
compensation.


10


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





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





OVERVIEW





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





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





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





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





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


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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.





Mexivada
- Aurotellurio





On
October 7, 2010, we signed a letter of intent (“LOI”) with Mexivada Mining Corp.
(“Mexivada”) to acquire an 80% interest in Mexivada’s La Viuda and La Viuda-1
concessions comprising its AuroTellurio tellurium-gold-silver property (the
“Property”) in Moctezuma, Sonora, Mexico.  The transaction envisioned
in the LOI is subject to legal and financial due diligence by us, which we
expect to complete by the end this fiscal year.


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RESULTS
OF OPERATIONS





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





We
incurred total operating expenses of $266,039 and $394,377 for the three and
nine month periods ended October 31, 2010, respectively, as compared to total
operating expenses of $63,290 and $169,063 for the three and nine month periods
ended October 31, 2009, respectively. These expenses consisted of general and
administrative expenses incurred in connection with the day-to-day operation of
our business and the preparation and filing of our periodic reports. These
expenses consisted of professional and legal fees incurred in connection with
the filing of periodic reports, SEC compliance filings, audit and accounting
fees, and general corporate matters. We incurred mineral property expenses of
$-0- for the three and nine month periods ended October 31, 2010, and
2009.





LIQUIDITY
AND CAPITAL RESOURCES





At
October 31, 2010, we had $989 in our bank account.





On
September 16, 2010, our sole officer and three of our stockholders loaned us a
total of $55,000 for working capital purposes. These loans were evidenced by 0%
convertible notes (1) convertible, at the option of the holder, at a price of
$0.03 per share, or, on a mandatory basis, at the closing of our next private
placement of our securities resulting in gross proceeds to us of at least
$500,000 at a price of $0.025 per share, or (2) to be repaid on or before the
first anniversary of the date of issuance (unless otherwise extended), whichever
occurs first.





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, to commence operations or to complete, if we decide to do so, the
acquisition of the Aurotellurio Preperty without seeking additional funding. We
expect to obtain such funding through the private placement of our
securities.





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


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OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.





SIGNIFICANT
ACCOUNTING POLICIES





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





ITEM
4.  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.


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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
October 31, 2010; however, it has identified the following deficiencies that,
when aggregated, may possibly be viewed as a material weakness in our internal
control over financial reporting as of that date:




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




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




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





Management's
Remediation Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we plan to initiate the following series of
measures once we have raised sufficient capital to do so:





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





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


15


Changes
in Internal Controls over Financial Reporting





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


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PART
II


OTHER
INFORMATION





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





None.





ITEM
6.  EXHIBITS





The
following exhibits are included with this quarterly report.





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





____________________


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


17


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 16, 2010
              California
      Gold Corp.By
              /s/ James D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, PrincipalExecutive
      Officer, PrincipalFinancial
      Officer


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