MV Portfolios, Inc. - FORM 10-K/A

Attached files

file	filename
EX-21 - MV Portfolios, Inc.	v213276_ex21.htm
EX-31.1 - MV Portfolios, Inc.	v213276_ex31-1.htm
EX-32.1 - MV Portfolios, Inc.	v213276_ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 2

(Mark One)

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

For Fiscal Year Ended: January 31, 2010

¨	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 small business issuer as specified in its charter)

Nevada		83-0483725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4515 Ocean View Blvd., Suite 305, La Cañada, CA		91011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number: (818) 542-6891

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes x No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerate 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 x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

On July 31, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, 22,335,377 shares of its common stock, $0.001 par value per share (its only class of voting or non-voting common equity) were held by non-affiliates of the registrant. The market value of those shares was $446,707, based on the last sale price of $0.02 per share of the common stock on or nearest to that date. Shares of common stock held by each officer and director and by each shareowner affiliated with a director have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of officer or affiliate status is not necessarily a conclusive determination for other purposes.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

EXPLANATORY NOTE:

This Form 10-K/A, Amendment No. 2 is being filed by California Gold Corp., formerly known as US Uranium, Inc. (the “Company”), to amend its Annual Report on Form 10-K for the fiscal year ended January 31, 2010, filed with the Securities and Exchange Commission (the “Commission”) on May 17, 2010, as amended by Amendment No. 1 to the Form 10-K filed with the Commission on July 1, 2010 to indicate that the Utah accountancy license of Davis Accounting Group, P.C., the auditing firm that audited the financial statements of the Company for the years ended January 31, 2010 and 2009 (the “2010 and 2009 Financial Statements”), had expired as of September 30, 2008 and that, therefore, the 2010 and 2009 Financial Statements are now not considered by the Commission to be audited. The Commission has required that each column of each of the Financial Statements in this Amendment No. 2 be labeled “Not Audited.”

The Company’s current auditor, MaloneBailey, LLP, is re-auditing the 2010 and 2009 Financial Statements and the Company will file those re-audited financial statements along with MaloneBailey, LLP’s report as soon as practicable.

New certifications of our principal executive and financial officer are included as exhibits to this amendment.

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our financial statements are included beginning immediately following the signature page to this report.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The consolidated financial statements of California Gold Corp. are listed on the Index to Financial Statements on this Amendment No. 2 to the Annual Report on Form 10-K beginning on page F-1.

Exhibits

The following Exhibits are being filed with this Amendment No. 2 to the Annual Report on Form 10-K:

Exhibit No.	SEC Report Reference Number	Description

2.1	2.1	Agreement and Plan of Merger and Reorganization, dated July 11, 2007, among the Registrant, Cromwell Uranium Holdings, Inc. and Cromwell Acquisition Corp.(1)

3.1	3.1	Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on August 29, 2007 (2)

3.2	3.2	By-Laws of Registrant (3)

3.3	3.1	Certificate of Amendment to Articles of Incorporation of Registrant (7)

10.1	10.1	Registrant’s 2007 Stock Option Plan adopted June 15, 2007 (1)

10.2	10.1	Securities Purchase Agreement, dated as of June 22, 2007, among the Registrant, certain purchasers and Gottbetter & Partners, LLP as escrow agent (4)

10.3	10.2	Form of Debenture, dated June 22, 2007 (4)

10.4	10.3	Bridge Loan And Control Share Pledge And Security Agreement, dated as of June 22, 2007, among and the Registrant and Cromwell Uranium Holdings, Inc. (4)

Exhibit No.	SEC Report Reference Number	Description

10.5	10.4	Bridge Loan Promissory Note, dated June 22, 2007 (4)

10.6	10.5	Pledge and Escrow Agreement, dated as of June 22, 2007, among the Registrant, Cromwell Uranium Holdings, Inc. and Gottbetter & Partners, LLP as escrow agent (4)

10.7	10.2	Monmouth Agreement, dated June 12, 2007, between the Registrant and Yvon Gagne (1)

10.8	10.3	Elliot Lake South Project Agreement, dated June 12, 2007, between the Registrant and 2060014 Ontario, Ltd. (1)

10.9	10.4	Longlac Project Agreement, dated June 12, 2007, between the Registrant and 2060014 Ontario, Ltd. (1)

10.10	10.10	Employment Agreement, dated July 11, 2007, between the Registrant and Robert McIntosh(1)

10.11	10.11	Employment Agreement, dated July 11, 2007, between the Registrant and David Naylor(1)

10.12	10.12	Employment Agreement, dated July 11, 2007, between the Registrant and Graeme Scott (1)

10.13	10.13	Escrow Agreement, dated July 11, 2007, among the Registrant, Robert McIntosh and Gottbetter & Partners, LLP, as escrow agent(1)

10.14	10.14	Split-Off Agreement, dated July 11, 2007, among the Registrant, Arbutus Leaseco Inc., Karen Law and Lyle Smith (1)

10.15	10.15	General Release Agreement, dated July 11, 2007, among the Registrant, Karen Law, Lyle Smith, Arbutus Leaseco, Inc., and Cromwell Uranium Holdings, Inc. (1)

10.16	10.16	Form of Lockup Letter, dated July 11, 2007 (1)

10.17	10.17	Form of Investor Warrant, dated July 11, 2007 (1)

10.18	10.18	Form of Option Agreement (1)

10.19	10.1	Reversal Agreement between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (5)

Exhibit No.	SEC Report Reference Number	Description

10.20	10.2	Reversal Loan and Control Share Pledge and Security Agreement between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (5)

10.21	10.3	Form of Reversal Loan Promissory Note(5)

10.22	10.4	Security Agreement between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (5)

10.23	10.5	Pledge and Escrow Agreement between the Registrant, Robert McIntosh, Cromwell Uranium Holdings, Inc. and Gottbetter & Partners, LLP, as escrow agent(5)

10.24	10.1	Restricted Stock Purchase Agreement between the Registrant and James D. Davidson (6)

10.25	10.1	Form of Subscription Agreement (8)

14.1	14.1	Code of Ethics (1)

16.1	16.1	Letter on Change in Certifying Accountant, dated July 13, 2007 from Dale Matheson Carr-Hilton Labonte Chartered

21	*	List of Subsidiaries

31.1/31.2	*	Rule 13(a) – 14(a)/15(d) – 14(a) Certification of Principal Executive and Financial Officer

32.1/32.2	*	Rule 1350 Certification of Chief Executive and Financial Officer

(1)	Filed with the Securities and Exchange Commission on July 13, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference

(2)	Filed with the Securities and Exchange Commission on August 9, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference.

(3)	Filed with the Securities and Exchange Commission on May 30, 2006, as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 333-134549) on Form SB-2, which exhibit is incorporated herein by reference.

(4)	Filed with the Securities and Exchange Commission on June 25, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference.

(5)	Filed with the Securities and Exchange Commission on August 9, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference.

(6)	Filed with the Securities and Exchange Commission on November 13, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference.

(7)	Filed with the Securities and Exchange Commission on March 11, 2009, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated herein by reference.

(8)	Filed with the Securities and Exchange Commission on December 15, 2008, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated herein by reference.

* Filed herewith.

** 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.

In reviewing the agreements included as exhibits and incorporated by reference to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		CALIFORNIA GOLD CORP.

Dated: March __, 2011	By:	/s/ James D. Davidson
		James D. Davidson, President, Chief Executive Officer and Chief Financial Officer

PART IV – FINANCIAL INFORMATION

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Financial Statements-

Balance Sheets as of January 31, 2010, and 2009		F-2

Statements of Operations for the Years Ended January 31, 2010, and 2009, and Cumulative from Inception		F-3

Statement of Stockholders’ Equity (Deficit) for the Period from Inception Through January 31, 2010		F-4

Statements of Cash Flows for the Years Ended January 31, 2010, and 2009, and Cumulative from Inception		F-5

Notes to Financial Statements January 31, 2010, and 2009		F-6

F-1

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

AS OF JANUARY 31, 2010, AND 2009

	Not Audited			Not Audited
	2010			2009

ASSETS

Current Assets:
Cash	$	373		$	4,113
Total Current Assets		373			4,113

Total Assets	$	373		$	4,113

LIABILITIES AND STOCKHOLDERS'(DEFICIT)

Current Liabilities:
Accounts payable - Trade	$	204,913		$	7,365
Due to related party		21,072			-
Total Current Liabilities		225,985			7,365
Total Liabilities		225,985			7,365

Stockholders'(Deficit):
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 58,063,000 and 58,313,000 shares issued and outstanding in 2010, and 2009, respectively		58,063			58,313
Additional paid-in capital		960,005			959,755
(Deficit) accumulated during the exploration stage		(1,243,680	)		(1,021,320	)
Total Stockholders'(deficit)		(225,612	)		(3,252	)
Total Liabilities and Stockholers'( Deficit)	$	373		$	4,113

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

F-2

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (NOTE 2)

FOR THE YEARS ENDED JANUARY 31, 2010, AND 2009

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

	Not Audited			Not Audited			Not Audited
							Cumulative
							From
	2010			2009			Inception

Revenues	$	-		$	-		$	-

Cost of Sales		-			-			-

Gross Margin		-			-			-

Operating Expenses
Mineral property expenses		-			-			27,206
Bad debt expense		-			557,927			557,927
General and administrative		222,219			25,057			658,425
Total Operating Expenses		222,219			582,984			1,243,558
Income (Loss) from Operations		(222,219	)		(582,984	)		(1,243,558	)

Other Income (Expenses):
Interest income		1			19			20
Interest expenses		(142	)		-			(142	)
Total Other Income(Expenses)		(141	)		19			(122	)
Income(Loss) before Income Taxes		(222,360	)		(582,965	)		(1,243,680	)
Provision for Income Taxes		-			-			-
Net (Loss)	$	(222,360	)	$	(582,965	)	$	(1,243,680	)
(Loss) Per Common Share:
(Loss) per common share- Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted Average Number of Common Shares Oustanding- Basic and Diluted		58,147,932			57,797,932

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

F-3

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS'(DEFICIT) (NOTE 2)

FOR THE PERIOD FROM INCEPTION (APRIL 19, 2004) THROUGH JANUARY 31, 2010

	Not Audited			Not Audited			Not Audited			Not Audited			Not Audited
										(Deficit)
										Accumulated
							Additional			During the
	Common Stock						Paid-in			Exploration
	Shares			Amount			Capital			Stage			Total
Balance - April 19, 2004		-		$	-		$	-		$	-		$	-
(Net ) Loss for the period		-			-			-			-			-
Balance - January 31, 2005		-		$	-		$	-		$	-		$	-
Common stock issued for cash		46,990,000			46,990			(39,590	)		-			7,400
Common stock issued for cash		6,985,000			6,985			4,015			-			11,000
Common stock issued for cash		1,778,000			1,778			54,222			-			56,000
(Net ) Loss for the period		-			-			-			(29,275	)		(29,275	)
Balance - January 31, 2006		55,753,000		$	55,753		$	18,647		$	(29,275	)	$	45,125
(Net ) Loss for the period		-			-			-			(21,158	)		(21,158	)
Balance - January 31, 2007		55,753,000		$	55,753		$	18,647		$	(50,433	)	$	23,967
Common stock issued for services		12,700,000			12,700			(10,700	)		-			2,000
Cancellation of common stock		(44,450,000	)		(44,450	)		44,450			-			-
Common stock issued for expenses paid by officer		31,000,000			31,000			-			-			31,000
Common stock issued to convertible debenture holder		1,190,000			1,190			593,810			-			595,000
Contributed capital/Donated services		-			-			235,668			-			235,668
Common stock issued for cash		120,000			120			59,880			-			60,000
(Net ) Loss for the period		-			-			-			(387,922	)		(387,922	)
Balance - January 31, 2008		56,313,000		$	56,313		$	941,755		$	(438,355	)	$	559,713
Cancellation of common stock		(2,000,000	)		(2,000	)		2,000			-			-
Common stock issued for cash		4,000,000			4,000			16,000			-			20,000
(Net ) Loss for the period		-			-			-			(582,965	)		(582,965	)
Balance - January 31, 2009		58,313,000		$	58,313		$	959,755		$	(1,021,320	)	$	(3,252	)
Cancellation of common stock		(250,000	)		(250	)		250			-			-
(Net ) Loss for the period		-			-			-			(222,360	)		(222,360	)
Balance - January 31, 2010		58,063,000		$	58,063		$	960,005		$	(1,243,680	)	$	(225,612	)

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

F-4

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS (NOTE 2)

FOR THE YEARS ENDED JANAUARY 31, 2010, AND 2009,

AND CUMULATIVE FROM INCEPTION (APRIL 19, 2004)

THROUGH JANAUARY 31, 2010

	Not Audited			Not Audited			Not Audited
							Cumulative
							From
	2010			2009			Inception
Operating Activities:
Net (loss)	$	(222,360	)	$	(582,965	)	$	(1,243,680	)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Contributed capital/Donated services		-			-			235,668
Common stock issued for services/expenses provided/paid		-			-			33,000
Changes in assets and liabilities-
Accounts payable - Trade		197,548			6,568			204,913
Accrued liabilities		142			-			142
Allowance for bad debt		-			557,927			557,927

Net Cash (Used in) Operating Activities		(24,670	)		(18,470	)		(212,030	)

Investing Activities:
Note receivable- Related party		-			-			(557,927	)
Net Cash (Used in) Investing Activities		-			-			(557,927	)

Financing Activities:
Proceeds from related party loans		20,930			-			20,930
Proceeds from common stock issued		-			20,000			749,400
Net Cash Provided by Financing Activities		20,930			20,000			770,330
Net Increase (Decrease) in Cash		(3,740	)		1,530			373
Cash- Beginning of Period		4,113			2,583			-
Cash- End of Period	$	373		$	4,113		$	373

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for :
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

Supplemental Information of Noncash Investing and Financing Activities:

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

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

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

F-5

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

(1) Summary of Significant Accounting Policies

General Organization and Business

California Gold Corp. (“California Gold” or the “Company” and formerly US Uranium, Inc.) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on April 19, 2004, under the name of Arbutus Resources Inc. The business plan of the Company is the acquisition and exploration of mineral properties. Because the Company was not successful in implementing its business plan due to a lack of funds, the management of the Company determined to seek a joint venture partner or various business options to continue operating as a viable public company.

On June 15, 2007, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada, pursuant to which, the Company (i) increased its authorized capital stock from 75,000,000 shares of common stock, par value $0.001 per share, to 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, and (ii) changed the Company name from Arbutus Resources, Inc. to Cromwell Uranium Corp. in anticipation of a merger transaction (the “Merger”) with Cromwell Uranium Holdings, Inc. (“Holdings”), a uranium exploration and mining company, and to more accurately reflect the new focus of the Company proposed business. On July 11, 2007, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Holdings. After the Merger, Holdings became a wholly owned subsidiary of the Company.

As a result of adverse developments in the public equity and debt markets, as well as conditions in the mining industry, among other factors, the parties to the Merger Agreement subsequently determined to cancel and unwind the Merger Agreement transaction. Effective August 8, 2007, the parties entered into a reversal agreement (the “Reversal Agreement”). (See Note 9 for additional information). On August 9, 2007, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change its name to US Uranium Inc. Subsequently, on March 9, 2009, the Company filed with the Secretary of State of the State of Nevada to change its name to California Gold Corp.

The accompanying financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

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

F-6

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Revenue Recognition

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

Mineral Exploration and Development Costs

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

Impairment of Long-Lived Assets - Mineral Properties

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

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the years ended January 31, 2010, and 2009.

F-7

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Dividends

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

Income Taxes

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

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

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

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts The Company could realize in a current market exchange. The Company accounts for its assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines a hierarchy that prioritizes the inputs in fair value measurements and requires certain related disclosures. The hierarchy prioritizes the inputs of fair value measurements into one of three levels. “Level 1” measurements are measurements using quoted prices in active markets for identical assets or liabilities. “Level 2” measurements use significant other observable inputs. “Level 3” measurements are measurements using significant unobservable inputs that require a company to develop its own assumptions. In recording the fair value of assets and liabilities, companies must use the most reliable measurement available. As of January 31, 2010, and 2009, the carrying value of financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur any advertising expenses during the years ended January 31, 2010, and 2009.

F-8

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Stock-based Compensation

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

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

For the years ended January 31, 2010, and 2009, the Company did not issue any share-based payments to employees.

Concentration of Risk

As of January 31, 2010, and 2009, the Company maintained its cash account at one commercial bank. The account was subject to FDIC coverage.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2010, and 2009, and expenses for the years ended January 31, 2010, and 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

(2)	Exploration Stage Activities and Going Concern

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

F-9

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

The Company’s activities through January 31, 2010, have been supported by equity financing. It has sustained losses in all previous reporting periods with a cumulative since inception loss of $1,243,680 as of January 31, 2010. Management continues to seek funding from its stockholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

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

(3)	Correction of Disclosure in Notes to Financial Statements

As a result of the restatement of the financial statements as of and for the period ended January 31, 2008, management determined that the notes to the financial statements as of and for the periods ended January 31, 2010, and 2009, required restatement to present the disclosure of certain outstanding warrants to purchase shares of common stock that resulted from the conversion of certain convertible debentures into debenture units (see Note 5). Each debenture unit consisted of one share of common stock, and one detachable common stock purchase warrant. The correction of the disclosure in the notes to financial statements had no impact on the financial statements for the periods presented.

(4)	Note Receivable

As of January 31, 2008, the Company recorded $557,927 of a note receivable – related party in the amount of $557,927, as a result of the Merger, and the subsequent merger reversal transaction. (See Note 9 for additional information).

Pursuant to the Reversal Agreement, Holdings agreed to repay the $535,500 bridge loan principal, plus certain expenses of $22,427.30, which the Company incurred in the Merger transaction, for a total amount of $557,927.30, to the Company, by delivering a promissory note (the “Reversal Note”) in the principal amount of $557,927.30. The Reversal Note was due on November 15, 2007, and bore interest of 9% per annum. The Reversal Note was secured by a perfected security interest and first priority lien on all of the assets of the former subsidiary, as well as by the deposit into escrow of all of the issued and outstanding shares of Holdings.

According to the terms of the Reversal Note, Holdings was to begin making consecutive monthly interest only payments of accrued interest commencing 30 days from the closing of the loan through the Due Date, at which time Holdings would be required to repay the unpaid principal amount of the Reversal Note, together with accrued and unpaid interest.

F-10

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

As of January 31, 2008, Holdings had not made any interest payments on the Reversal Note, nor did it repay the principal amount on the Due Date.

The Company had been pursuing the collection of the Reversal Note. The Company evaluated the financial position of Holdings and believed that as of January 31, 2008, it had the ability and intention to pay the amount due. As of January 31, 2009, the Company determined that Holdings did not intend to pay the Reversal Note and accrued interest, and the Company recorded an allowance for doubtful account for the full amount of the Note. The Company intends to pursue its collections efforts, but the uncertainty as to the collectability of the Reversal Note and accrued interest was sufficient to require an allowance for the receivable as of January 31, 2010, and 2009, respectively.

(5)	Convertible Debentures and Warrants

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

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

F-11

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

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

A summary of the status of warrants granted as of January 31, 2010, and 2009, is as follows:

	Through January 31, 2010
			Weighted
			Average
			Exercise
Description	Shares		Price

Outstanding at February 1, 2007		-	$	-
Granted		1,190,000		0.75
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at January 31, 2008		1,190,000	$	0.75

Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at January 31, 2009		1,190,000	$	0.75

Granted		-		-
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at January 31, 2010		1,190,000	$	0.75

F-12

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

Warrants Outstanding

Warrants Exercisable

Weighted

Range of

Average

Exercise

Number

Remaining

Exercise

Number

Exercise

Prices

Outstanding

Life Years

Price

Exercisable

Price

0.75

1,190,000

2.46

0.75

1,190,000

0.75

(6)	Common Stock

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

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

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

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

On July 5, 2007, the Company effected a forward split of its common stock on the basis of 6.35 shares for each share issued and outstanding. The accompanying financial statements have been adjusted on a retroactive basis to reflect the impact of this forward stock split.

Pursuant to Merger Agreement, the Company canceled 44,450,000 shares (post forward stock split) of its common stock and issued 31,000,000 shares (post forward stock split) of its common stock to Holding’s stockholder. As a result of cancelling and unwinding the Merger, Holdings returned 31,000,000 shares of common stock to the Company’s treasury. (See Note 8 for additional information).

In connection with the terms of the Merger, and cancellation & reversal of the Merger, an officer and Director of the Company made advances to, and incurred expenses on behalf of the Company amounting to approximately $31,000. The advances and expenses were not represented by a promissory note, did not bear interest, and were due on demand. The Company agreed with the officer and Director that, in lieu of a cash repayment of the amount incurred, the Company would reimburse the obligation by issuing 31,000,000 shares (post forward stock split) of its common stock from treasury stock at the par value of $0.001 per share.

F-13

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

In August 2007, the Company issued 1,190,000 shares (post forward stock split) of common stock as a result of the conversion of the Debentures, in the amount of $559,536.

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

During January 2008, the Company issued 120,000 shares (post forward stock split) of its common stock for $60,000 in cash.

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

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

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

(7)	Income Taxes

The provision (benefit) for income taxes for the years ended January 31, 2010, and 2009, were as follows (assuming a 15 percent effective income tax rate):

	2010			2009

Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	33,354		$	87,445
Change in valuation allowance		(33,354	)		(87,445	)
Total deferred tax provision	$	-		$	-

F-14

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

The Company had deferred income tax assets as of January 31, 2010, and 2009, as follows:

	2010			2009

Loss carryforwards	$	186,552		$	153,198
Less - Valuation allowance		(186,552	)		(153,198	)
Total net deferred tax assets	$	-		$	-

The Company had net operating loss carryforwards for income tax reporting purposes of $1,243,680 and $1,021,320 as of January 31, 2010, and 2009, respectively that may be offset against future taxable income. The net operating loss carryforwards begin to expire in the year 2026. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

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

(8)	Related Party Transactions

In connection with the transactions contemplated by the Merger with Holdings (which merger, as previously described, was subsequently reversed), an officer and Director of the Company made advances to, and incurred expenses on behalf of the Company in the amount of approximately $31,000. The advances and expenses were not represented by a promissory note, did not bear interest, and were repayable on demand. The Company agreed with the officer and Director that, in lieu of a cash repayment of the amount owed, the Company would repay the obligation by the issuance of 31,000,000 shares of its common stock from the Company’s treasury.

The 31,000,000 shares of common stock were issued to the officer and Director pursuant to a Restricted Stock Purchase Agreement. The agreement provides for a purchase price of par value, or $31,000, which amount was paid to the Company by the cancellation of the indebtedness that the Company owed to the officer and Director. The Company has an option, but not the obligation, to repurchase the shares of common stock, subject to certain limitations, in the event of termination of the officer and Director, at the original purchase price. One-third of the shares (10,333,333 shares) were released from the Company’s right to repurchase on December 31, 2008, and, an additional one-third of the shares were released from the Company’s right to repurchase on December 31, 2009. The remaining restricted shares (10,333,334 shares) will be released from the Company’s right to repurchase on December 31, 2010. The Agreement requires that the stock certificates evidencing the shares be held in escrow until the Company’s right to repurchase lapses.

F-15

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

In September and October of 2009, an officer and three stockholders loaned the Company $10,000 for working capital purpose. The loans are non-interest bearing, and are payable at the time of closing of a subsequent private placement offering.

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

(9)	Merger and Subsequent Merger Reversal Transaction

Effective July 11, 2007, the Company entered into the Merger Agreement with Holdings. In order to facilitate the negotiation with Holdings with respect to the Merger, the Company loaned Holdings a total of $535,000 in bridge financing (the “Bridge Financing”) in June 2007. The Company funded the bridge financing by the sale of Debentures convertible into units of the Company’s securities. On June 22, 2007, the Company sold $545,000 of Debentures, and on June 28, 2007, the Company sold an additional $50,000 of Debentures. The Debentures converted into debenture units at a conversion price of $0.50 in principal amount to one debenture unit. The debenture units consist of one share of common stock and one warrant to purchase a like number of shares of common stock. The underlying warrants are exercisable at $0.75 per share, over a term of five years.

The Bridge Financing was evidenced by a promissory note (the “Note”) from Holdings to the Company, bearing interest at 9 percent per annum. The Note was due no later than the earlier of (i) October 22, 2007, or (ii) the date of closing of the Merger.

In connection with the Merger, the Company issued 31,000,000 shares of common stock to the pre-merger stockholder of Holdings. As well, $535,000 of gross principal under the Note related to the Bridge Financing to Holdings was deemed repaid in full upon the effect date of the Merger. Also on the closing of the Merger, each $0.50 of Debenture principal, in an aggregate principal amount of $559,536, automatically converted into debenture units. An aggregate of 1,190,000 shares of common stock and 1,190,000 warrants to purchase common stock were issued upon conversion of the Debentures.

Effective August 8, 2007, the parties to the Merger decided to cancel and unwind the Merger by entering into a Reversal Agreement pursuant to which the Company sold the shares of Holdings back to its former stockholder in exchange for the return to the Company and subsequent cancellation of the 31,000,000 shares of common stock issued by the Company in the Merger. As additional consideration for the purchase and sale of the shares of Holdings, Holdings agreed to repay the entire net principal amount of the Note it had received in the Bridge Financing, together with certain expenses incurred by the Company, which in the aggregate, amounted to $557,927.30.

F-16

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Holdings issued to the Company a Reversal Note. The Reversal Note was due on November 15, 2007, and carried an interest rate of 9 percent per annum. (See Note 4 for additional information).

As a result of the transaction described above, the Company experienced a change in control with the consummation of the Merger, and a further change of control following execution of the Reversal Agreement with the pre-Merger stockholders regaining control of the Company.

(10)	Recent Accounting Pronouncements

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

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

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

F-17

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

1. The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

2. The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

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

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

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

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

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

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

F-18

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

(11)	Subsequent Events

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

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

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

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

F-19

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