10-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(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

OR

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

For the transition period from __________________ to __________________

Commission file number333-134549   

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.)
6830 Elm Street, McLean, VA	22101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number:  (703) 403-7529

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 o

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 x   No ¨

As of May 10, 2010, there were 58,063,002 shares of the registrant’s common equity outstanding.  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

TABLE OF CONTENTS

Item Number and Caption		Page
Forward-Looking Statements		3
PART I		4
1.	Business	4
1A.	Risk Factors	7
1B.	Unresolved Staff Comments	7
2.	Properties	7
3.	Legal Proceedings	7
PART II		7
5.	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	7
6.	Selected Financial Data	10
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
8.	Financial Statements and Supplemental Data	11
9A.[T]	Controls And Procedures	11
9B.	Other Information	13
PART III		14
10.	Directors, Executive Officers, and Corporate Governance	14
11.	Executive Compensation	16
12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	17
13.	Certain Relationships And Related Transactions and Director Independence	18
14.	Principal Accountant Fees And Services	19
PART IV		21
15.	Exhibits and Financial Statement Schedules	21

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FORWARD-LOOKING STATEMENTS

Except for historical information, this Report contains forward-looking statements.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You should carefully review the risks described in this Annual Report and in other documents we file from time to time with the Securities and Exchange Commission (the “SEC”).  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-K to “California Gold,” ” the “Company,” “we,” “us” or “our” are to California Gold Corp.

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PART I

ITEM 1.    BUSINESS

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.  We acquired a 100% undivided right, title and interest in and to twenty cells, known collectively as the Green Energy Claims, located 61 km southwest of the City of Williams Lake in South Central British Columbia, Canada (the “Green Energy Claims”).

Through the three month period ended April 30, 2007, we had not earned any revenues, and at end of that period, not having enough funds to commence exploration on our claims, we determined to seek a joint venture partner or other business option to continue operating as a viable public company.

On June 15, 2007, we filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada pursuant to which we (i) increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.001, to 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001, and (ii) changed our name from Arbutus Resources, Inc. to Cromwell Uranium Corp.  We changed our name in anticipation of a business combination (the “Merger”) with Cromwell Uranium Holdings, Inc. (“Holdings”), a uranium exploration and mining company, and to more accurately reflect the new focus of our proposed business, post combination.

Also on June 15, 2007, (i) stockholders representing 64.9% of our issued and outstanding capital stock executed written consents in lieu of a meeting and approved the creation of our 2007 Stock Option Plan (the “2007 Plan”), which provides for the issuance of both non-statutory and incentive stock options and other awards to acquire up to 3,000,000 shares of our common stock, and (ii) our Board of Directors declared a 6.35 for 1 forward stock split in the form of a dividend. The record date for the stock dividend was June 29, 2007, and the payment date was July 5, 2007.

To facilitate our negotiations with Holdings with respect to the Merger, we loaned Holdings a total of $595,000 in bridge financing (“Bridge Financing”) in June 2007. We funded the Bridge Financing by the sale of our debentures (“Debentures”) convertible into units (“Units”) of our securities. We intended to conduct a private offering of our Units if we were successful in consummating the Merger. The Units into which the Debentures were to convert consisted of one share of common stock and one common stock purchase warrant (“Warrant”). The Units offered pursuant to the contemplated private placement were to consist of one share of common stock and one half a Warrant. Each whole Warrant would entitle the holder thereof to purchase one share of our common stock, at an exercise price of $0.75 per share, and would be exercisable for a period of five years from the date of issuance.

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We funded the Bridge Financing to enable Holdings to meet specific working capital requirements defined and agreed to between us and it. The Bridge Financing was evidenced by  notes from Holdings to us (the “Notes”) bearing interest at 9% per annum, with Holdings required to make monthly payments in arrears of accrued interest commencing 30 days after its issuance. The Note was due (“Maturity Date”) no later than the earlier of (i) October 22, 2007 and (ii) the date of closing of the Merger (the “Merger Date”). The repayment of the Notes was secured by a perfected security interest and first lien on all of the capital stock of the Holdings which was pledged to us and held in escrow. The security for the Bridge Loan was to be released upon the repayment in full of the Notes.  The Notes were to be deemed paid in full if we consummated the Merger with Holdings.

We offered and sold the Debentures pursuant to Regulation D and Regulation S of the Securities Act of 1933, as amended, to a limited number of accredited investors and non-U.S. persons. The Debentures were unsecured, bearing interest at the rate of 9% per annum, which began to accrue commencing 120 days from issuance, and were for a term of three years. The Debentures were payable in consecutive installments of principal and interest, commencing 120 days from the date of issuance.

On July 11, 2007, we entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with Holdings and our wholly owned subsidiary, Cromwell Acquisition Corp. (“Acquisition Corp.”), pursuant to which Acquisition Corp. merged with and into Holdings, which was the surviving entity. As a result of the Merger, Holdings 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. As well, our $595,000 gross principal amount of Notes under the Bridge Financing to Holdings was deemed repaid in full upon the effectiveness of the Merger and the Debentures converted into the Units.

As a condition to the Merger, we transferred all of our assets other than the stock of Acquisition Corp., the Green Energy Claims, to another of our then wholly owned subsidiaries, Arbutus Leaseco, Inc. (“Leaseco”). At the time of the closing of 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.

As a result of developments in the public equity and debt markets as well as conditions in the mining industry, among other factors, the parties to the Merger determined to unwind the Merger 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 (the “Reversal Agreement”) pursuant to which we sold the shares of Holdings back to its former stockholder in exchange for the return to our 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 Notes it had received in the Bridge Financing, together with certain expenses incurred by us, or an aggregate of $557,927.30.

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Holdings issued us a promissory note (the “Reversal Note” and, together with related documents, the “Loan Documents”) to us in connection with our loan (the “Loan”) of the $557,927.30 principal balance of net funds advanced by us. The Reversal Note was due on November 15, 2007 (the "Due Date"), and bears interest at the rate of 9% per annum. The Reversal 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.

According to the terms of the Loan, Holdings was to begin making consecutive monthly interest-only payments on the Reversal 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 Reversal Note, together with accrued and unpaid interest.

As of the date of this Report Holdings has not made any interest payments under the Reversal Note, nor did it repay the principal balance of the Reversal Note on the Due Date. A default by Holdings under the Reversal Note caused an increase to the interest rate from 9% to 15% per annum, which increased interest rate continues until the curing of all defaults. In addition, because such default has not been cured, we are entitled to foreclose on our security interest in the collateral provided for under the Loan Documents and to obtain delivery of the escrowed Holdings shares.  We have notified Holdings that it is in default under the Reversal Note. We have not yet foreclosed on our security interest.  During the year ended January 31, 2009, we recorded an allowance for doubtful accounts of $557,927 with respect to the Reversal Note.

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

On August 9, 2007, we filed Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change our name from Cromwell Uranium Corp. to US Uranium Inc.

On March 9, 2009, our Board of Directors and holders of a majority of our outstanding common stock approved, and we filed with the Secretary of State of the State of Nevada, a Certificate of Amendment to our Articles of Incorporation, which changed our name from US Uranium Inc. to California Gold Corp.

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

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Research and Development

We have not spent any amounts on research and development activities during either of the last two fiscal years.

Employees

As of May 10, 2010, our only employee was our sole executive officer.

ITEM 1A. RISK FACTORS

Because we are a “smaller reporting company” as that term is defined by the SEC, we are not required to present risk factors at this time.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Prior to the Merger, we had acquired the Green Energy Claims which we spun off to Leasco as part of the Merger.  We currently own no property.

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

No legal or governmental proceedings are presently pending or, to our knowledge, threatened, to which we are a party.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Since February 26, 2007, our Common Stock has been listed for quotation on the Over-the-Counter Bulletin Board, originally under the symbol “ARBU”.   We changed our symbol to “CWLU” in anticipation of the Merger and following execution of the Reversal Agreement, we changed our symbol to “USUI”.  Following our name change to California Gold Corp., our symbol changed to “CLGL.”

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The following table sets forth the high and low closing bid prices for our Common Stock for the fiscal quarters indicated as reported on the OTCBB by the Nasdaq Composite Feed or other qualified interdealer quotation medium. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Quarter Ended	High Bid		Low Bid
January 31, 2010	$	0.0313	$	0.01
October 31, 2009	$	0.03	$	0.022
July 31, 2009	$	0.07	$	0.01
April 30, 2009	$	0.11	$	0.01
Quarter Ended	High Bid		Low Bid
January 31, 2009	$	0.02	$	0.001
October 31, 2008	$	0.05	$	0.005
July 31, 2008	$	0.16	$	0.05
April 30, 2008	$	0.20	$	0.15

Holders

As of May 10, 2010, we had 58,063,002 shares of our Common Stock issued and outstanding held by 20 shareholders of record.

Dividends

There are no restrictions in our Articles of Incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. we would not be able to pay our debts as they become due in the  usual course of business; or

2 our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividend in the foreseeable future.

Recent Sales of Unregistered Securities

On February 4, 2008, we closed a private placement of our common stock, $0.001 par value per share.  In this private placement, we offered our shares of common stock at a price of $0.50 per share and we derived total proceeds of $60,000 from the sale of 120,000 shares of our common stock. Investors in this offering included one of our directors, James Davidson, who purchased 40,000 shares at a purchase price of $20,000, and Michael Bayback and Lucius Capital Corporation, two of our stockholders listed in Item 12 below, who each purchased 40,000 shares at a purchase price of $20,000.

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Between September 19, 2008, and September 23, 2008, we closed a private placement of our common stock, $0.001 par value per share.  In this private placement, we offered our shares of common stock at a price of $0.005 per share and we derived total proceeds of $20,000 from the sale of 4,000,000 shares of our common stock. Investors in this offering included James Davidson, who purchased 1,000,000 shares at a purchase price of $5,000, and Michael Bayback, Barry Honig and Gottbetter Capital Group, Inc., who each purchased 1,000,000 shares at a purchase price of $5,000.

Between September 9, 2009 and October 12, 2009, we closed a private placement of our promissory notes for an aggregate principal amount of $10,000, In this private placement, we offered and sold these notes to four of our principal shareholders, James Davidson, Michael Bayback, Barry Honig, and Gottbetter Capital Group, Inc., who each purchased $2,500 in principal amount of the notes.  These notes bear no interest and are to be repaid upon the initial closing of a future private placement in which we sell a minimum of 10,000,000 shares of our common stock at a price of $0.125 per share.

On December 10, 2009, we closed a private placement of our 12 month, 10% promissory notes for an aggregate principal amount of $10,000.  In this private placement, we offered and sold these notes to four of our principal shareholders, James Davidson, Michael Bayback, Barry Honig, and Gottbetter Capital Group, Inc., who each purchased $2,500 in principal amount of the notes.

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

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

Securities Authorized For Issuance Under Equity Compensation Plans

We adopted our 2007 Stock Option Plan (the “2007 Plan”) on June 15, 2007.  The Plan was approved by our Board and a majority of the outstanding shares of our Common Stock and allows for awards of up to an aggregate of 3,000,000 shares of our Common Stock, subject to adjustment under certain circumstances.  As of the date hereof, we have not granted any awards under the Plan.

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We have not maintained any other equity compensation plans since our inception.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.        MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

The following discussion and analysis of the Company’s financial condition and results of operations are based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Results of Operations

Fiscal year Ended January 31, 2010 and 2009

We are still in our exploration stage and have generated no revenues to date.

We incurred total operating expenses of $222,219 and $582,984 for the years ended January 31, 2010, and 2009, respectively. These expenses decreased in the fiscal year ended January 31, 2010, primarily as a result of the write off in 2009 of the entire $557,927 balance of the Loan.  General and administrative expenses increased to $222,219 in the fiscal year ended January 31, 2010, from $25,057 in the fiscal year ended January 31, 2009.  These expenses in the fiscal year ended January 31, 2010, consisted primarily of accounting and legal costs relating to the preparation and filing of our periodic reports and the re-auditing of our 2007, 2008, and 2009 year-end financial statements, while in the fiscal year ended January 31, 2009, we did not have any re-audit costs.

Our net losses for years ended January 31, 2010, and 2009 were $(222,360) and $(582,965), respectively.

We have generated no revenues and our net operating loss from inception through January 31, 2010, was $(1,243,680).

Liquidity and Capital Resources

Our cash and cash equivalents balance as of January 31, 2010, was $373.

We are a development stage company and currently have no operations.

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

We have minimal operating costs and expenses at the present time due to our limited business activities.  During fiscal 2009, and subsequently, we raised a minimal amount of capital through loans from our principal shareholders (See Part II, Item 5 above for a discussion of these loans.), to pay for our ongoing administrative expenses, and we will be required to raise additional capital over the next twelve months to meet our current administrative expenses. Additionally, we may attempt to raise capital in connection with or in anticipation of possible acquisition transactions. These financings may take the form of additional sales of our equity or debt securities or loans from our sole officer or Directors and/or our principal shareholders.  There is no assurance that additional financing will be available, or, if available, that it will be on terms favorable to us.

Our auditors have included an explanatory paragraph in their report on our consolidated financial statements relating to the uncertainty of our business as a going concern, due to our limited operating history, our lack of historical profitability, and our limited funds. We believe that we will be able to raise the required funds for operations and to achieve our business plan.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our audited financial statements are included beginning immediately following the signature page to this report.  See Item 15 for a list of the financial statements included herein.

ITEM 9A.[T] CONTROLS AND PROCEDURES

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.  Under the supervision and with the participation of our management, including our Chief Executive Officer and interim Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures were not effective.

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Management’s Annual Report on Internal Control over Financial Reporting

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  Under the supervision and with the participation of our senior management, consisting of James D. Davidson, our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.  Based on this evaluation, our sole officer concluded that, during the period covered by this annual 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 January 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:

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This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission (the “SEC”) that permit us to provide only management’s report in this annual report

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the year ended January 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Interim Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

ITEM 9B.  OTHER INFORMATION

Not applicable.

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PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth certain information, as of April 30, 2010, with respect to our Directors and executive officers.

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal.  Officers serve for such terms as determined by our Board of Directors.  Each officer holds office until such officer’s successor is elected or appointed and qualified or until such officer’s earlier resignation or removal.  No family relationships exist between any of our present directors and officers.

Name	Positions Held	Age	Date of Election or Appointment as Director
James D. Davidson	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and director	62	November 12, 2007
David Rector	Director	62	June 15, 2007

The following is a brief account of the business experience during the past five years or more of each of our Director and executive officer.

Mr. Davidson is a private investor and that has been his main occupation for more than five years. Currently, Mr. Davidson is a director of Anatolia Minerals Development Limited, a Canadian public company whose common stock trades on the Toronto Stock Exchange, and a director of Cell Power Technologies, Inc., a U.S. publicly-held company.

Mr. Rector joined our Board of Directors on June 15, 2007. Mr. Rector served as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Nevada Gold Holdings, Inc. (formerly known as Nano Holdings International, Inc.) from April 19, 2004, through December 31, 2008.  He has served as the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and Director of Standard Drilling, Inc. since November 2007, and of NanoDynamics Holdings, Inc. (formerly known as Mystica Candle Corporation) since June 6, 2008. Mr. Rector previously served as President, Chief Executive Officer and Chief Operating Officer of Nanoscience from June 2004 to December 2006, when he resigned as an officer and Director of Nanoscience.  Since June 1985, Mr. Rector has been the principal of the David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. From January 1995 until June 1995, Mr. Rector served as the General Manager of the Consumer Products Division of Bemis-Jason Corporation. Mr. Rector was employed by Sunset Designs Inc., a manufacturer and marketer of consumer product craft kits from June 1980 until June 1985. From June 1983 until June 1985, Mr. Rector served as President and General Manager of Sunset, from August 1981 until May 1985, Mr. Rector served as an Administrative and International Director of Sunset, and from June 1980 until August 1981, Mr. Rector served as Group Product Manager for Sunset.

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Additionally, Mr. Rector currently serves on the Board of Directors of the following public companies:

Name	Director Since
Senesco Technologies, Inc. (AMEX:SNT)	February 2002
Dallas Gold & Silver Exchange (AMEX:DSG)	May 2003
Standard Drilling, Inc.(STDR.PK)	November 2007
NanoDynamics Holdings, Inc. OTCBB:NNDY)	June  2008

As a result, the amount of time that Mr. Rector has to devote to our activities may be limited.

Mr. Rector obtained his Bachelor’s Degree in Business Administration from Murray State University in 1969.

Board Committees

The Company currently has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future.  We do not have a nominating committee or a nominating committee charter.  Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.  To date, no security holders have made any such recommendations.  Our two directors perform all functions that would otherwise be performed by committees.  Given the present size of our board it is not practical for us to have committees.  If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”

Shareholder Communications

Currently, we do not have a policy with regard to the consideration of any Director candidates recommended by security holders.  To date, no security holders have made any such recommendations.

15

Code of Ethics

On July 11, 2007, we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  A copy of our Code of Ethics will be provided to any person requesting same without charge.  To request a copy of our Code of Ethics please make written request to our President c/o US Uranium Inc. at 6830 Elm Street, McLean, VA 22101.

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of the Exchange Act.  Accordingly, our officers, Directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning the total compensation paid or accrued by us during the last two fiscal years ended January 31, 2010, to (i) all individuals that served as our principal executive officer or acted in a similar capacity for us at any time during the fiscal year ended January 31, 2010; (ii) all individuals that served as our principal financial officer or acted in a similar capacity for us at any time during the fiscal year ended January 31, 2010; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended January 31, 2010, that received annual compensation during the fiscal year ended January 31, 2010, in excess of $100,000.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non- Equity Incentive Plan Compen- sation ($)		Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)		All Other Compensation ($)		Total ($)
(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
James D. Davidson,	2009		0		0		0		0		0		0		0		0
Chief Executive Officer	2008		0		0		0		0		0		0		0		0

We have not issued any stock options or maintained any stock option or other incentive plans other than our 2007 Plan.  (See “Item 5. Market for Common Equity and Related Stockholder Matters – Securities Authorized for Issuance Under Equity Compensation Plans” above.)  We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.  Similarly, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers or any other persons following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in a named executive officer’s responsibilities following a change in control.

16

Compensation of Directors

Neither of our Directors receives any compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments. During the fiscal years ended January 31, 2010 and 2009 there were no other arrangements between us and our directors that resulted in our making payments to any of our directors for any services provided to us by them as Directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of May 10, 2010, by

· each person or entity known by us to be the beneficial owner of more than 5% of our common stock,

· each of our Directors,

· each of our executive officers, and

· all of our Directors and executive officers as a group.

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of such date.  Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

17

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership		Percent of Class (1)
James D. Davidson (2)	Common Stock		35,727,625		61.5	%
6830 Elm Street
McLean, VA 22101
David Rector	Common Stock		- 0 -		- 0 -
All Directors and executive officers as a group (2 persons)	Common Stock		35,727,625		61.5	%
Michael Bayback	Common Stock		5,050,000		8.7	%
4515 Oceanview Blvd.
La Canada, CA 91011
Gottbetter Capital Group, Inc.	Common Stock		5,493,250		9.5	%
488 Madison Avenue, 12th Floor
New York, NY 10022
Barry Honig	Common Stock		4,450,000		7.7	%
3269 Harrington Drive
Boca Raton, FL  33496
Lucius Capital Corporation	Common Stock		4,050,877		7.0	%
200-204 Lambert Street
Whitehorse YT Y1A 3T2

(1) Based upon 58,063,002 shares issued and outstanding as of May 10, 2010.  We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our Common Stock.

(2) Mr. Davidson is our President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.

Changes in Control

Not Applicable.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part II, Item 5 above.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In connection with the transactions contemplated by the Merger, Mr. Davidson made advances to, and incurred expenses on behalf of, us. We agreed with Mr. Davidson that these advances and expenses aggregate approximately $31,000. These advances and expenses were not represented by a promissory note, did not bear interest and were repayable on demand. We agreed with Mr. Davidson that, in lieu of a cash repayment of these amounts, we would repay these obligations by issuing 31,000,000 shares of our common stock to Mr. Davidson from our treasury.

18

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

The issuance of these shares to Mr. Davidson was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act as a transaction not involving a public offering. The certificate evidencing the shares bears a legend restricting its transfer.

Other than as disclosed immediately above and in Item 5 above under “Recent Sales of Unregistered Securities”, there have been no transactions since the beginning of our last fiscal year, and there are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any of their respective immediate family members, has had or will have any direct or material indirect interest.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”

Our Board of Directors has considered the independence of its Directors in reference to the definition of “Independent Director” established by the Nasdaq Marketplace Rule 5605(a)(2).  In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making its determination as to the independence of its Directors.  After such review, the Board of Directors has determined that David Rector qualifies as independent under the requirements of the Nasdaq listing standards.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended January 31, 2010, and 2009, are set forth in the table below:

19

Fee Category	Fiscal year ended January 31, 2010		Fiscal year ended January 31, 2009
Audit fees (1)	$	29,781	$	3,500
Audit-related fees (2)
Tax fees (3)
All other fees (4)
Total fees	$	29,781	$	3,500

(1) Audit fees consists of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2) Audit-related fees consists of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

(3) Tax fees consists of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4) All other fees consists of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.

We do not have an audit committee.  Our Board of Directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our Board of Directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

20

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

The consolidated financial statements of Loreto Resources Corporation are listed on the Index to Financial Statements on this annual report on Form 10-K beginning on page F-1.

Exhibits

The following Exhibits are being filed with this 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 SecurityAgreement, dated as of June 22, 2007, among and the Registrant and Cromwell Uranium Holdings, Inc. (4)
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)

21

Exhibit No.	SEC Report Reference Number	Description
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)
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)

22

Exhibit No.	SEC Report Reference Number	Description
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.

23

(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.

24

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.

	LORETO RESOURCES CORPORATION
Dated:  May 17, 2009		By:	/s/ James D. Davidson
			James D. Davidson, President, Chief Executive Officer and Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ James D. Davidson	Director	May 17, 2010
James D. Davidson
/s/ David Rector	Director	May 17, 2010
David Rector

25

PART IV – FINANCIAL INFORMATION

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

 (AN EXPLORATION STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

Report of Registered Independent Auditors	F-2
Financial Statements-
Balance Sheets as of January 31, 2010, and 2009	F-3
Statements of Operations for the Years Ended
January 31, 2010, and 2009, and Cumulative from Inception	F-4
Statement of Stockholders’ Equity (Deficit) for the Period
from Inception Through January 31, 2010	F-5
Statements of Cash Flows for the Years Ended
January 31, 2010, and 2009, and Cumulative from Inception	F-6
Notes to Financial Statements January 31, 2010, and 2009	F-7

F-1

REPORT OF REGISTERED INDEPENDENT AUDITORS

To the Board of Directors and Stockholders

of California Gold Corp.:

We have audited the accompanying balance sheets of California Gold Corp. (formerly US Uranium, Inc, a Nevada corporation in the exploration stage) as of January 31, 2010, and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years in the period ended January 31, 2010, and cumulative from inception (April 19, 2004) through January 31, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of California Gold Corp. as of January 31, 2010, and 2009, and the results of its operations and its cash flows for each of the two years in the period ended January 31, 2010, and cumulative from inception (April 19, 2004) through January 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenues to cover its operating costs.  As such, it has incurred an operating loss since inception.  Further, as of January 31, 2010, and 2009, the cash resources of the Company were 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.  Management’s plan regarding these matters is also described in Note 2 to the financial statements.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Davis Accounting Group P.C.

Cedar City, Utah,

May 10, 2010

F-2

CALIFORNIA GOLD CORP.

(FORMERLY US URANIUM, INC.)

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

AS OF JANUARY 31, 2010, AND 2009

	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 financial statements.

F-3

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

							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 financial statements.

F-4

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

										(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 financial statements.

F-5

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

							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 financial statements.

F-6

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

   Cash and Cash Equivalents

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

   Revenue Recognition

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

F-7

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

   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.

   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.

F-8

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

   Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts The Company could realize in a current market exchange.  As of 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.

    Fair Value Measurements

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 which 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.

  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.

   Advertising Costs

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

F-9

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

For the year ended January 31, 2010, and 2009, the Company has not issued any share-based payments to its 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-10

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 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.

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)           Related Party Transaction

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 an officer and Director of the Company connection with the acquisition of Holdings, with the reversal of the acquisition of Holdings. The related parties determined to forgive the company’s liability. The formativeness of debt was recorded as a donated capital.

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

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

F-11

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 purposes. The loans are non-interest bearing, and are payable at the time of closing of a subsequent private placement offering.

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

(4)          Common Stock

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

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

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

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

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

In July 2007, the Company canceled 44,450,000 shares (post forward stock split) of its common stock and issued 31,000,000 shares (post forward stock split) of its common stock to reverse merger holding company’s shareholder. As a result of winding of reverse merger, the holding company returned the 31,000,000 shares (post forward stock split) of common stock to treasury.

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

F-12

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 conversion of its convertible debenture, in an aggregate principal amount of $595,000.

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

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

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

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

(5)          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-13

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.

 (6)         Recent Accounting Pronouncements

In March 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133”.  SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how:  (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Specifically, SFAS No. 161 (FASB ASC 815) requires:

· disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;

· disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;

· disclosure of information about credit-risk-related contingent features;

· and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

SFAS No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

F-14

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

On May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.

Prior to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.”  SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

The sources of accounting principles that are generally accepted are categorized in descending order as follows:

a. FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.

b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

c. AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).

d. Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

SFAS No. 162 (FASB ASC 105) is effective 60 days following the SEC’s approval of the Public Company Accounting   Oversight Board amendment to its authoritative literature.  It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

F-15

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

On May 26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944) “Accounting for Financial Guarantee Insurance Contracts”.  SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities.  It also requires expanded disclosures about financial guarantee insurance contracts.

The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.”  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.

SFAS No. 163 (FASB ASC 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944).  Except for those disclosures, earlier application is not permitted.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

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

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

b. Applies the carryover method in accounting for a merger.

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

F-16

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

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

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.

F-17

CALIFORNIA GOLD CORP.

(fka US Uranium, Inc.)

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2010, AND 2009

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

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

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

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

 (7)        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-18

EX-21

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

None

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, James D. Davidson, certify that:

1.       I have reviewed this report on Form 10-K of California Gold Corp.

2.       Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.       I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.      I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ James D. Davidson
Date:  May 17, 2010
	James D. Davidson
	Principal Executive and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of California Gold Corp. (the “Company”) on Form 10-K for the year ended January 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Davidson, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ James D. Davidson
Name:	James D. Davidson
Title:	Chief Executive and Chief Financial Officer
Date:	May 17, 2010