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, 2013

OR

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

For the transition period from __________________ to __________________

Commission file number                                333-134549                             

CALIFORNIA GOLD CORP.

 (Exact name of small business issuer as specified in its charter)

Nevada	83-0483725
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4515 Ocean View Blvd., Suite 305, La Cañada, CA	91011
(Address of principal executive offices)	(Zip Code)

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

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

Securities registered under Section 12(g) of the Act: Common Stock

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 £  No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

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

Yes ¨   No x

As of July 31, 2012, there were 109,451,260 shares of the registrant’s common equity outstanding. On July 31, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, 85,376,260 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 $5,549,457, based on the last sale price of $0.065 per share of the common stock on August 1, 2012. 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

Forward Looking Information		3
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
Item 6.	Selected Financial Data	37
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes and Disagreements With Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
Item 14.	Principal Accountant Fees and Services	64
PART IV
Item 15.	Exhibits, Financial Statement Schedules	66
SIGNATURES		73

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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

Overview

California Gold is an exploration stage mining company whose principal focus is the identification, acquisition and development of rare and precious metals mining properties in the Americas.

Our primary focus is on the exploration and development of the La Viuda Concessions south of Moctezuma, Sonora, Mexico, where, we believe, deposits of tellurium, gold and silver may exist in economically minable quantities. We are still in the exploration stage and have not generated any revenues from our mining properties in Mexico.

The Mexivada Property Option Agreement

On February 11, 2011, we entered into a property option agreement (the “AuroTellurio Option Agreement”) with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in Mexivada’s La Viuda and La Viuda-1 concessions comprising its AuroTellurio tellurium-gold-silver property (the “La Viuda Concessions,” the “AuroTellurio Property” or, the “Property”) south of Moctezuma, Sonora, Mexico. On the First Closing on August 4, 2011, we received from Mexivada four fully executed title deeds, each transferring to us a twenty percent (20%) interest in the La Viuda Concessions comprising the AuroTellurio Property, which we will hold in escrow until we meet the terms of the AuroTellurio Option Agreement for the vesting of each twenty percent (20%) interest.  

Under the terms of the AuroTellurio Option Agreement, we will acquire up to an 80% legal and beneficial ownership interest in the AuroTellurio Property by, in addition to making certain cash payments and share issuances to Mexivada, incurring up to $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an investment rate of at least $750,000 per year. We will earn a 20% vested interest in the AuroTellurio Property in the first year of the AuroTellurio Option Agreement (measured from the First Closing date) by investing $750,000 in an exploration program prior to August 4, 2012 and up to an additional 60% interest in the Property, in blocks of 20% each, by investing an additional $750,000 in the exploration program in each of the following three years (measured from August 4^th of each such year), or sooner, and meeting all of the other required terms of the AuroTellurio Option Agreement.

In addition to the cash payment and stock issuance made at the First Closing, assuming we exercise our right to acquire each of the four twenty percent interests in the AuroTellurio Property, we will pay Mexivada an additional $40,000 upon the first anniversary of the First Closing, $50,000 upon the second anniversary of the First Closing, $70,000 upon the third anniversary of the First Closing and $100,000 upon the fourth anniversary of the First Closing, for an aggregate total of $290,000.  We will also issue to Mexivada 250,000 additional shares of our restricted common stock upon the first anniversary of the First Closing, 300,000 additional shares upon the second anniversary of the First Closing, 350,000 additional shares upon the third anniversary of the First Closing and 500,000 additional shares upon the fourth anniversary of the First Closing, for an aggregate total of 1,650,000 shares.

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Each 20% interest will vest on or about the respective annual anniversary of the First Closing date, or earlier if each year’s cash and stock payments to Mexivada and $750,000 exploration expenditure investment are completed earlier than scheduled.

Although we are acquiring up to an 80% interest in the La Viuda Concessions from Mexivada, neither we nor Mexivada owns the land where the Property is located. We have entered into a surface rights agreement with the local landowner enabling us to begin our exploration program. This agreement is renewable through May 16, 2014. If we need additional time after that date to continue our exploration program or if we discover meaningful quantities of minerals on the Property, we will need to further extend the surface rights exploration agreement or enter into additional agreements (whether lease or purchase) with the landowner to enable us to mine such minerals. There can be no assurance that the landowner will agree to such further agreements or, if he does, that they will be on terms economically acceptable to us. If we cannot reach agreement with the land owner with respect to our future exploration or potential mining activities, we would not be able to continue with the AuroTellurio project, our business plan would be negatively impacted and our business prospects would be damaged.

The La Viuda Concessions

The La Viuda Concessions (discussed in greater detail below), which cover approximately 18,840 acres (7,624 hectares) south of Moctezuma, Sonora Mexico, comprise two exploration concessions granted by the Mexican government to Compania Minera Mexivada, S.A. de C.V., a wholly owned subsidiary of Mexivada. The La Viuda 1 concession surrounds a number of other mining concessions, including the La Viuda concession and a concession where the La Bambolla mine (“La Bambolla Concession”) is located.

La Bambolla

The La Bambolla Concession is owned by Minera Teloro, S.A. de C.V., a Mexican company affiliated with First Solar, Inc. (“First Solar”). First Solar is a U.S. based company that manufactures and sells photovoltaic (PV) solar power systems and solar modules based on a thin film technology using cadmium telluride (CdTe) as a semiconductor. Cadmium telluride is a compound made up of cadmium (Cd) and tellurium (Te).

A report in the Sonora Geological-Mining Monograph published by the Consejo de Recursos Minerales ("CRM") describes the La Bambolla vein system as being a 2-meter thick quartz-pyrite-hematite-gold system that averages 4.0 g/ton gold and 5 g/ton silver, respectively.

The La Bambolla mine on the La Bambolla Concession was active during the 1960s. We have obtained geological and assay data from channel samples taken in the La Bambolla underground workings in 1986. More than 500 channel samples taken in the underground workings of the La Bambolla mine show the presence of gold and tellurium. The gold grades are in the 0.03 to 4.90 oz/ton range, and average about 0.46 oz/ton Au. The tellurium grades range from 0.01% to 3.26%, and average 0.25% Te. The tellurium content of these samples in parts per million (ppm) ranges from 100 to 32,600 ppm, and averages 2,500 ppm. These samples were not assayed for silver. Reportedly, the La Bambolla mine dumps also contain visible native tellurium as well as tellurite and sonoraite, which are secondary tellurium minerals.

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Tellurium

Tellurium is a relatively rare element in the same chemical family as oxygen, sulfur, selenium, and polonium. Of these, oxygen and sulfur are nonmetals, polonium is a metal, and selenium and tellurium are semiconductors (i.e., their electrical properties are between those of a metal and an insulator).  Nevertheless, tellurium, as well as selenium, is often referred to as a metal when in elemental form.  Tellurium production is mainly a by-product of copper processing.  The 1960's brought growth in thermoelectric applications for tellurium, as well as its use in free-machining steel, which became the dominant use.  Tellurium has been increasingly used in the production of cadmium-tellurium-based solar cells. Some of the highest efficiencies for electric power generation have been obtained by using this material¹.  The average price for tellurium in US dollars per kilogram increased from $89 in 2006 to $210 in 2010². This increase in price is attributed to an increase in the production of thin film semiconductor solar cells.

In 2008, approximately 450 to 500 metric tons of refined tellurium were produced as a result of mining and processing ores derived from primary sources. Japan and Belgium have been the leading producers of these metals, which are recovered from copper concentrates and residues purchased primarily from mining operations in Africa, Asia, Australia, and South America. China is also a large purchaser from these regions and also produces the metals from domestic mining operations. Although some of the tellurium metal is recovered from a few gold and silver deposits with anomalously high levels of tellurium content, nearly all the world’s tellurium metal produced from ore deposits depends on profitable recovery from residues (slimes) produced during the refining of copper to copper cathode. This copper cathode is derived from the mining of copper sulfide ore from polymetallic ore bodies (for example, the Sudbury nickel district), and from lead and zinc operations. The content of tellurium metal in copper concentrate is generally below 100 ppm. The metal is commercially profitable to recover only when concentrated in residues collected from copper refineries and treated for the recovery of other metals of value, which generally include antimony and precious metals such as gold, palladium, platinum, and silver³.

1. US Geological Survey, Mineral Commodity Summaries, January 2011.

2. For 2006, the price listed was the average price published by Mining Journal for United Kingdom lump and powder, 99.95% tellurium. In 2010, the price listed was the average price published by Metal-Pages for 99.95% tellurium.

3. This paragraph has been reproduced, in relevant part, from Bleiwas, D.I., 2010, Byproduct mineral commodities used for the production of photovoltaic cells: U.S. Geological Survey Circular 1365, 10 p., available at http://pubs.usgs.gov/circ/1365/.

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According to the U.S. Geological Survey, more than 90% of tellurium is produced from anode slimes collected from electrolytic copper refining, and the remainder is derived from skimmings at lead refineries and from flue dusts and gases generated during the smelting of bismuth, copper, and lead ores. In copper production, tellurium is recovered only from the electrolytic refining of smelted copper. Increasing use of the leaching solvent extraction-electrowinning processes for copper extraction, which does not capture tellurium, has limited the projected future supply of tellurium from certain types of copper deposits. This expected decrease in these sources of tellurium supply has led to the exploration for other sources of tellurium, including deposits containing pure concentrations of tellurium and concentrations combined with gold and silver such as those indicated in the historical data from the La Bambolla Concession and those believed to be present in the La Viuda Concessions as well.

First Closing under the AuroTellurio Option Agreement

On August 4, 2011, we conducted the first closing (the “First Closing”) under the AuroTellurio Option Agreement.  Prior to the First Closing, we had made cash payments to Mexivada totaling $20,000.  On the date of the First Closing, we paid Mexivada an additional $10,000 in cash and issued to Mexivada 250,000 shares of our restricted common stock.  In exchange, we received from Mexivada four fully executed title deeds, each transferring to us a twenty percent (20%) interest in the La Viuda Concessions comprising the AuroTellurio Property.  We will hold these title deeds in escrow until we meet the terms of the AuroTellurio Option Agreement for the vesting of each twenty percent (20%) interest.  At that time, the relevant title deed will be released to us from escrow and filed with the Ministry of Mines in Mexico, to evidence our ownership in that specific twenty percent interest in the AuroTellurio Property. If we default on our commitments under the AuroTellurio Option Agreement or otherwise determine not to proceed with the acquisition of the AuroTellurio Property, all unvested interests and related title deeds in the AuroTellurio Property will be returned to Mexivada.

The AuroTellurio Property Exploration Program

In order to earn each 20% interest in the La Viuda Concessions comprising the AuroTellurio Property, we will be required to invest a minimum of US $750,000 per year in a four (4) year exploration program for the AuroTellurio Property.  Pursuant to the terms of the AuroTellurio Option Agreement, the annual exploration program expenditure requirement is calculated based on four 12 month periods beginning on the date of the First Closing. As such, we will be required to complete our first $750,000 annual exploration program investment by August 4, 2012.

To manage our exploration program at the AuroTellurio Property, we contracted the services of a geologist familiar with the characteristics of gold-tellurium deposits and experienced with the exploration environment in Mexico.  This geologist prepared a preliminary, Phase 1 exploration program for the AuroTellurio Property that included geological mapping, geophysical surveying, drill site location, drilling, sampling, and assaying of surface and drill core samples.  We expect that he will also prepare a NI 43-101 compliant technical report once we are ready to have such a report prepared.

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On May 16, 2011, we signed a surface rights agreement with the land owner where the AuroTellurio Property is located.  This agreement was renewed for an additional year on May 16, 2012. We are paying this land owner $14,400 per year for the right to conduct our exploration of the La Viuda Concessions on the AuroTellurio Property. This surface rights agreement is renewable at our option for one additional year for $14,400, effective as of the renewal date, May 16, 2013. If we do not complete our exploration efforts by May 16, 2014, we will have to renegotiate the surface rights agreement with the land owner, to extend it for an additional time period to enable us to complete our exploration program. Although we expect that the land owner would be willing to further renew the surface rights agreement, we cannot be sure that he will do so or that he would be willing to further renew the agreement for a reasonable fee and for a reasonable time period. If he refuses to renew the agreement, our ability to continue our exploration program would be negatively impacted and our business prospects would be damaged.

Additionally, if our exploration program, including our proposed test drilling program, proves successful, we will need to acquire surface rights and mining rights to begin an actual mining program. In this case, we would need to negotiate a new agreement with the land owner, either to lease mining rights or to acquire the land where our mining would be located outright. Although we expect that the land owner would be willing to reach an agreement with us relating to our future mining of the La Viuda Concessions, we cannot be sure that he will do so or that he would be willing to do so on terms economically acceptable to us. If we cannot reach an agreement with the land owner with respect to our potential mining activities, our business plan would be negatively impacted and our business prospects would be damaged.

We began Phase 1 of our exploration program by conducting mapping, trenching and sampling programs at the AuroTellurio Property as well as gravity and magnetic geophysical surveys, including a helicopter-borne magnetics and radiometric survey, in preparation for an initial Phase I 2,350-meter drilling program that is planned for implementation in 2013, once we raise the capital required to fund this drilling program. We have completed the majority of Phase 1 of our 2011/2012 exploration program

Historical data suggest that tellurium-gold mineralization at the adjoining La Bambolla mine occurs along a regional structural system with an average S 70 degrees E trend where a swarm of relatively narrow, sub-parallel, silica-rich mineralized veins are present. At La Bambolla, these veins are either vertical, or have steep dips, and range from 0.14 to 2.60 meters in width.  Based on analytical results of more than 500 underground channel samples taken at La Bambolla in the 1980's, the grades in the mine range from 0.01 to 3.26 % tellurium and 0.03 to 4.90 oz/ton gold, respectively.

Geologic mapping and sampling on the AuroTellurio Property have confirmed that the regional structure hosting the tellurium-gold vein system at La Bambolla extends east-southeasterly onto the AuroTellurio Property. Zones of fracture-controlled silicification, strikingly similar to those described at La Bambolla, have been mapped in our La Viuda 1 concession.  We believe that these features could be spatially located at a higher level than similar alteration-mineralization features found at La Bambolla.  This interpretation tends to support our initial geologic model where a series of essentially north-trending, post-mineral faults have down-dropped segments of the original mineralized system to the east.  Our current understanding, based on geological interpretation of the existing data, is that ore-grade tellurium-gold mineralization is highly likely to exist at depth within our La Viuda 1 concession.

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Planned Drilling Program

Our exploration program has resulted in the delineation of two target areas in our mining concessions, namely, Target 1 (aka the La Bambolla Extension), and Target 2 (aka the Deep-Seated Intrusive area). The dominant rock types in the project area consist of Tertiary rhyolite tuffs overlain by younger andesite tuffs. The rhyolite tuffs generally exhibit pervasive hydrothermal alteration and host the La Bambolla gold-tellurium deposit.

New Drilling Target Areas Defined

Target 1 is an extensive, prime exploration ground in which to search for gold-tellurium mineralization in quartz-pyrite veins and silica-rich zones similar to those found at La Bambolla deposit. Scattered zones of hydrothermal alteration (argillic alteration, quartz-calcite veinlets) are evident on the surface within this target area. Three diamond drill holes will be drilled in Target 1 as part of the planned 2013 drilling program.

Target 2, also known as the Deep-Seated-Intrusive target area, is a centrally located, extensive area where the presence of a blind intrusive responsible for the alteration and mineralization in the region has been proposed on the basis of geologic work. A subsequent gravity survey performed over this target area in the winter of 2011 corroborated the original geologic interpretation. The gravity survey confirmed the potential presence of a blind intrusive at depths in the 400-meter range, covering an area measuring approximately 2 by 1.5 kilometers.

The Target 1 area is located in the vicinity of the La Bambolla tellurium-gold mine owned by First Solar, a leading manufacturer of solar panels that uses tellurium as an essential component for the manufacture of its panels.

Geologic mapping and sampling carried out by the Company in the Target 1 area led to the conclusion that the regional structure hosting the tellurium-gold vein system at La Bambolla could extend east-southeasterly onto the Company’s Target 1 area. Zones of fracture-controlled silicification, strikingly similar to those described at La Bambolla, have been recognized in the Company’s Target 1 area.

Additionally, a recently completed geophysical survey involving CSAM (Controlled Source Audio-Frequency Magneto Telluric) resistivity and CSIP induced polarization methodologies (Zonge Engineering, Ltd.) delineated a wide anomalous zone of high to moderate resistivity (dense, silicified rocks) flanked by moderately to highly conductive rocks (argillized rhyolites) within a zone measuring approximately 360 meters in width. It is projected that this wide area of interest extends along the La Bambolla regional trend for a distance of at least 1,800 meters to the east-southeast making up our Target 1 area.

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Recently completed CSAM resistivity and CSIP induced polarization geophysical surveys over the Target 2 area confirmed the possible intrusive source of the gravity anomaly at depths ranging from 250 to 400 meters. The interpreted three-dimensional configuration of the intrusive suggests that it is an extensive igneous unit that appears to be plunging to the east-northeast.

Several smaller features resembling igneous intrusions have been interpreted to occur above the igneous complex. These features, which could be dikes extending from the large igneous complex at depth, are often associated with vertical to nearly vertical resistive trends (dense, silicified intrusions) that cut through conductive units (altered rhyolites) in several localities of the surveyed area. Four diamond drill holes have been scheduled to test Target 2 as part of the planned upcoming drilling program.

Thin bands or layers of highly resistive rocks (silica rich) occur at very shallow depths, paralleling the topographic surface. These features are present in all eleven resistivity and induced polarization survey lines. These units have been interpreted as being silica caps. These features follow the configuration of the water table. Where they appear to be exposed on the surface, the silica caps will be mapped and sampled in order to investigate their composition and geochemical make up.

The technical information developed by us during our 2011/2012 exploration phase, including the most recent resistivity and induced polarization geophysical survey, has contributed to our understanding of the geologic settings and the potentials of our two target areas. The principal objective of our planned 2013 2,350-meter diamond drilling program is to test the two exploration models developed by us at our La Viuda Concessions.

Competition

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing, personnel and equipment and for the acquisition of mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and/or development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary to develop our mineral properties.

Compliance with Government Regulation

Our mining activities in Mexico are governed under Mexican law by The Mining Law of 1992, as amended, and the Regulations to the Mining Law enacted in 1999, as amended.

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In order to carry out mining activities in Mexico, a mining company is required to obtain a mining concession from the General Bureau of Mining under the Ministry of Economy of the federal government of Mexico, or be assigned previously granted concession rights, and both must be recorded with the Public Registry of Mining. The mining concessions under which we are operating in Mexico were acquired by Mexivada and, if we comply with the terms of the Aurotellurio Option Agreement, will be assigned to us over time. Such assignments will be recorded with the Public Registry of Mines.

In addition, although mining works have to be authorized by other government authorities in Mexico when performed in or around certain areas or structures such as villages, dams, channels, general communications ways, submarine shelves of islands, islets and reefs, marine beds and subsoil and federal maritime-terrestrial zones, it is not expected that we will require any such authorizations because none of the areas or structures listed above is found on or near the AuroTellurio Property - the La Viuda Concessions are located on privately owned lands with the Target 1 proposed drill site situated approximately 2.75 miles (4.4 kilometers) from the closest village and the Target 2 proposed drill site situated approximately 3.5 miles (5.6 kilometers) from the nearest village; and both drill sites are located approximately 11 miles (17.5 kilometers) from the nearest town, Moctezuma.

Reports have to be filed with the General Bureau of Mining in May of each year evidencing previous calendar year mining works.

The new Mining Regulations, signed in February 2005 and put into effect in January 2006, provide for all concessions to be valid for a period of 50 years, provided the concessions remain in good standing.  Taxes, based on the surface area of the concession, are due in January and July of each year.  Under the AuroTelllurio Option Agreement, we are responsible for the payment of these taxes on the La Viuda Concessions until we acquire a full 80% interest in the Property, after which time we and Mexivada will be responsible for these taxes on a proportional basis. We are current in the payment of these taxes. Failure to pay these taxes could lead to cancellation of the La Viuda Concessions.

Upon expiration or cancellation of the concession, certain obligations remain, including obligations to file technical reports, not to remove permanent buildings or structures and to conduct remediation efforts as further discussed below.

Mexico has adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States and other South American countries. The permitting process requires a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of mining operations. Since the passage of Mexico’s 1988 General Law on Ecological Equilibrium and Environmental Protection, a sophisticated system for environmental regulation has evolved.  Most regulatory programs are implemented by various divisions of the Secretariat of Environment and Natural Resources of Mexico (“SEMARNAT”).  In May 2012, we filed the required NOM-120 notice with SEMARNAT, which notice included the environmental impact analysis of our current activities, to inform that agency of our ongoing exploration activities and our planned Phase I drilling program on the AuroTellurio Property. That is all that SEMARNAT requires at this time due to the early stage of development of our mining activities on the Property.

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With respect to possible remediation requirements, if we are forced to terminate our exploration efforts prior to beginning our proposed drilling program, because we have not been able to raise the capital required to fund our drilling program, remediation costs would be minimal. In this case, we would be required to fill the few shallow trenches we dug for sampling purposes, and maintain and restore the access road we built to access our Target 1 drilling area.  This effort can be accomplished using a leased bulldozer and local manpower and we estimate costs for such remediation efforts to be less than $15,000.  

If we determine to terminate our exploration efforts after we complete our proposed drilling program, our remediation efforts would consist of refurbishing each of the drill sites and their respective access roads, including replanting or reseeding the areas.  We intend to construct the drill sites, and the roads leading to the sites, in such a way that we will minimize unnecessary disturbance to the ground in these locations.  We expect that, in this case, remediation costs, including those for retaining the services of a remediation consultant, would cost approximately $80,000.  This amount includes the cost of preparing and submitting the required environmental documentation and remediation report with SEMARNAT.

Other than the NOM-120 report referenced above, which we will need to update once we are ready to commence Phase I drilling, to inform SEMARNAT that we are beginning our drilling work, we will not be required to file any additional reports or permit applications to begin the Phase I drilling program and we do not expect that local environmental laws will have any material impact on our business. Additionally, we do not expect the costs and effects of compliance with local environmental laws, including the potential costs of remediation discussed above, to be material to our business during the current phase of our development. At this stage, we believe it is premature to speculate about costs that might be incurred in future years, and government regulations that would need to be complied with, if we discover economically viable quantities of minerals and determine to move forward with an actual mining program.

We are committed to complying with and are, to our knowledge, in compliance with all governmental and environmental regulations applicable to our Company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

Company History

We were incorporated on April 19, 2004, as Arbutus Resources Inc. under the laws of the state of Nevada. We were organized to be engaged in the acquisition and exploration of mineral properties. 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. By April 30, 2007, we had not earned any revenues, and, not having sufficient funds to commence exploration on our Green Energy Claims, we determined to seek a joint venture partner or other business option to continue operating as a viable public company.

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On July 11, 2007, we merged with Cromwell Uranium Holdings, Inc. (“Holdings,” the “Cromwell Merger”), a Uranium exploration mining company, having changed our name on June 15, 2007 to Cromwell Uranium Corp. in anticipation of this merger. Pursuant to the Cromwell Merger, Holdings became our wholly owned subsidiary. At the closing of the Cromwell Merger, we transferred the Green Energy Claims to a newly formed subsidiary and sold all of the capital stock of that subsidiary to our former directors. As a result of developments in the public capital markets as well as conditions in the mining industry, among other factors, effective August 8, 2007, we and the principals of Holdings unwound the Cromwell Merger and on August 9, 2007, we changed our name to US Uranium Inc.

Since that unwinding and until we entered into the AuroTellurio Option Agreement, we had been searching for an appropriate business opportunity in the precious metals mining sector.  On March 9, 2009, we changed our name to California Gold Corp.

Research and Development Expenditures

We have incurred no research and development expenditures over the last fiscal year and do not anticipate significant future research and development expenditures.

Employees

We currently have no employees. Our Chief Executive Officer and Chief Operating Officer each provide their services to us on an independent contractor basis. We have also contracted with Incorporated Communications Services (“ICS”), a California administrative services and communications corporation, which provides certain administrative services to us. George Duggan, our Chief Operating Officer, is the Vice President of ICS.

Additionally, we engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.

Offices

Our principal executive office is located at 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011, and our telephone number at our principal executive offices is (818) 542-6891. Our website address is www.californiagoldcorp.com; however, the material included in our website does not constitute a part of this prospectus and should not be relied on by prospective purchasers in the offering.

Subsidiaries

We currently have one subsidiary, CalGold de Mexico, S. de R.L. de C.V., through which we will hold our interests in the La Viuda Concessions and manage our business affairs in Mexico.

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Intellectual Property

We do not own, either legally or beneficially, any patent or trademark nor any material license, and are not dependent on any such rights.

ITEM 1A. RISK FACTORS

An investment in shares of our common stock is highly speculative and involves a high degree of risk. We face a variety of risks that may affect our operations or financial results and many of those risks are driven by factors that we cannot control or predict. Before investing in our common stock you should carefully consider the following risks, together with the financial and other information contained in this Report. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our common stock would likely decline and our stockholders may lose all or a portion of their investments in us. Only those investors who can bear the risk of loss of their entire investment should consider investing in our common stock.

RISKS RELATED TO OUR BUSINESS AND FINANCIAL CONDITION

We are an exploration stage company with no history of operations and no current revenues. Our business plan depends on our ability to explore for and develop mineral reserves and place any such reserves into extraction. Because we have a limited operating history, it is difficult to predict our future performance.

Although we were formed in April 2004, we have been and continue to be an exploration stage company. Therefore, we have limited operating and financial history available to help potential investors evaluate our past performance and the risks of investing in us. Moreover, our limited historical financial results may not accurately predict our future performance. Companies in their initial stages of development present substantial business and financial risks and may suffer significant losses. As a result of the risks specific to our new business and those associated with new companies in general, it is possible that we may not be successful in implementing our business strategy.

We have generated no revenues to date and do not anticipate generating any revenues for the foreseeable future. Our activities to date have been limited to capital formation, organization, and development of our business. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our success is significantly dependent on a successful exploration, mining and production program. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate exploitable quantities of mineral resources or operate on a profitable basis. We are in the exploration stage and potential investors should be aware of the difficulties normally encountered by enterprises in the exploration stage. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complication, and delays frequently encountered in connection with an exploration stage business, and the competitive and regulatory environment in which we will operate, such as under-capitalization, personnel limitations, and limited revenue sources. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in us.

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We have not generated any revenues from operations. We have a history of losses and losses are likely to continue in the future.

We have not generated any revenues from operations. Our net income for the fiscal year ended January 31, 2013 totaled $289,469 and was due to a large gain from hedging activities offsetting our operating expenses. Our net loss for the fiscal year ended 2012 totaled $262,818.  Cumulative losses since inception to January 31, 2013 totaled $2,832,452. We have incurred significant losses in the past and we will likely continue to incur losses in the future unless our exploration program proves successful. Even if our exploration program identifies tellurium, gold, silver or other mineral reserves, there can be no assurance that we will be able to commercially exploit these resources, generate any revenues or generate sufficient revenues to operate profitably.

We have no history as a mining company.

We have no history of earnings or cash flow from mining operations. If we are able to proceed to production, commercial viability will be affected by factors that are beyond our control such as the particular attributes of the deposit, the fluctuation in metal prices, the cost of construction and operating a mine, prices and refining facilities, the availability of economic sources for energy, government regulations including regulations relating to prices, royalties, restrictions on production, quotas on exploration of minerals, as well as the costs of protection of the environment.

Exploring for rare metals such as tellurium and precious metals such as gold and silver is an inherently speculative business and there is substantial risk that our business could fail.

Exploring for rare and precious metals is a business that by its nature is very speculative. There is a strong possibility that we will not discover any tellurium (or gold or silver) which can be mined at a profit. Even if we do discover tellurium or precious metal deposits, the deposits may not be of the quality or size necessary for us to make a profit from actually mining them. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of rare and precious metal deposits. Because of these and other factors, we can make no assurances that we will be successful in our business.

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If we fail to make required payments on our mineral properties, we could lose our rights to the properties.

We have entered into the AuroTellurio Option Agreement with Mexivada to acquire up to an 80% interest in the AuroTellurio Property. To acquire each 20% block of interest, we need to make certain annual cash payments to Mexivada and invest US $750,000 each year, by August 4^th of each year, for four years, in an exploration program for the Property. If we fail to make these payments or investments, we may lose our right to acquire these interests in the Property. Although we have made the required payments and investments to acquire the first 20% block of interest, there can be no assurance that we will have the funds to acquire any additional interest in the Property.

We will need to obtain additional financing to fund our exploration program and the acquisition of the remaining 60% interest in the Property.

As a result of the closing of our 2010/2011 private placement (discussed below), we have sufficient funds to finance the first year (US $750,000) of our La Viuda Concessions exploration program under the Mexivada AuroTellurio Option Agreement, which will trigger the vesting in us of the first 20% interest in the Property. We do not have sufficient capital, however, to fund years two through four of our exploration program as it is currently planned (US $750,000 per year), to enable us to acquire up to an additional 60% interest in the Property, or to fund the acquisition and exploration of new properties. We estimate that we will need to raise at least an additional US $4 million to pay for years two through four of our exploration program, as it is currently planned and described in this Report, and our estimated administrative expenses, lease payments and estimated claim maintenance costs.  We may be unable to secure such additional financing on terms acceptable to us, or at all, at times when we need such financing. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.  If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing shareholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.

We do not own the land over which the La Viuda Concessions are located.

Although we are acquiring up to an 80% interest in the La Viuda Concessions from Mexivada, neither we nor Mexivada owns the land where the Property is located. We have entered into a surface rights agreement with the local landowner enabling us to begin our exploration program. If we discover meaningful quantities of minerals on the Property, however, we will need to enter into additional agreements with the landowner to enable us to mine such minerals. There can be no assurance that the landowner will agree to such further agreements or, if he does, that they will be on terms economically acceptable to us. If we cannot reach agreement with the land owner with respect to our future exploration or potential mining activities, we would not be able to continue with the AuroTellurio project, our business plan would be negatively impacted and our business prospects would be damaged.

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There are no confirmed mineral deposits on the Property from which we may derive any financial benefit.

Neither the Company nor any independent geologist has confirmed commercially viable mineable deposits of tellurium, gold, silver of other minerals on the Property and there can be no assurances that there are such deposits on the Property.

We are uncertain as to whether our exploration for tellurium or other mineral resources on the Property will lead to meaningful results.

Resources are non-renewable and the exploration of new potential resources is crucial to a mining enterprise. Exploration of mineral resources is speculative in nature, so substantial expenses may be incurred from initial exploration to drilling to production. Tellurium is the ninth rarest element on earth and there are very few tellurium mines in operation around the world today. Although tellurium has been found on adjacent concessions and mined in the past to a limited extent, there is no assurance that exploration on the La Viuda Concessions will lead to the discovery of economically feasible quantities of tellurium (or gold or silver) or result in the mining of such elements and the generation of revenues. The exploration of the La Viuda Concessions is currently our only business. If we fail to discover economically viable quantities of tellurium (or gold or silver) on the Property, our current business plan will have failed and we may not be able to continue operations.

There is no assurance that we can establish the existence of any mineral reserves on the Property in commercially exploitable quantities.

We have not established that the La Viuda Concessions contain any meaningful levels of tellurium or other mineral reserves. A mineral reserve is defined by the SEC in its Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. There can be no assurance that we will ever establish any mineral reserves.

(See http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7.)

We will be relying on independent analysis to evaluate the Property and structure and carry out our planned exploration activities.

We will rely on independent geologists to engage in field work at the Property, to analyze our prospects, plan and carry out our exploration program, including an exploratory drilling program, and to prepare resource reports on our La Viuda Concessions. While these geologists rely on standards established by various licensing bodies, there can be no assurance that their estimates or results will be accurate. Analyzing drilling results and estimating reserves or targeted drilling sites is not a certainty. Miscalculations and unanticipated drilling results may cause the geologists to alter their estimates. If this should happen, we may have devoted resources to areas where resources could have been better allocated, and as a result, our business could suffer.

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There is no assurance that we can establish successful mining operations.

Even if we do eventually discover a meaningful tellurium or other mineral reserve on the Property, there can be no assurance that we will be able to develop the Property into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines. Furthermore, we cannot be sure that an overall exploration success rate or extraction operations within a particular area will ever come to fruition and, in any event, production rates inevitably decline over time.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

We will require additional capital to develop producing mines if we find commercial quantities of minerals.

If we do discover tellurium or other mineral resources in commercially exploitable quantities on the La Viuda Concessions, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations. Nor can there be any assurance that we will be able to raise the funds required for development on a timely basis.

We have raised some capital to date, including through the sale of equity securities, but we currently do not have any contracts or firm commitments for additional financing. There can be no assurance that additional financing will be available in amounts or on terms acceptable to us, if at all. An inability to obtain additional capital would restrict our ability to grow and could diminish our ability to continue to conduct our business operations. If we are unable to obtain additional financing, we will likely be required to curtail exploration and development plans and possibly cease operations. Any additional equity financing may involve substantial dilution to then existing shareholders.

It is possible investors may lose their entire investment in us.

Prospective investors should be aware that if we are not successful in our endeavors, your entire investment in us could become worthless. Even if we are successful, in identifying mineral reserves that can be commercially developed, there can be no assurances that we will generate any revenues and our losses will continue.

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Mineral operations are subject to applicable law and government regulation which could restrict or prohibit the exploitation of any mineral resource that we might discover.

Both mineral exploration and extraction require permits from various Mexican governmental authorities, whether federal, state or local, and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on the Property at economically viable costs.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues.

Our operations will be subject to extensive and complex federal and state laws and regulations in Mexico. If we fail to comply with the laws and regulations that are directly applicable to our business, we could suffer civil and/or criminal penalties or be subject to injunctions or cease and desist orders. While we believe that we are currently compliant with applicable rules and regulations, if there are changes in the future, there can be no assurance that we will be able to comply in the future, or that future compliance will not significantly adversely impact our operations.

Mineral exploration and development is subject to extraordinary operating risks which we do not currently insure against.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our Company.

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Fluctuation in the market price of tellurium and other rare and precious metals may significantly affect the results of our operations.

If we are successful in the future in mining commercial quantities of tellurium or other precious metals, the results of our operations will be significantly affected by the market price of such metals, which are subject to substantial price fluctuations. Our earnings will be particularly sensitive to changes in the market price of tellurium, gold, and other metals that we might sell. Market prices can be affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, supply and demand, substitution of new or different products in critical applications, expectations with respect to the level of fossil fuel prices, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our exploration program, cannot accurately be predicted. If prices should decline below our cash costs of production and remain at such levels for any substantial period, we could determine at a particular point in time in the future that it might not be economically feasible to begin or continue commercial production activities.

Because tellurium is rare and its applications highly specific, there are no known hedging tools to utilize to protect us against price fluctuation. As such, our future ability to protect our operations against rare and precious metal price fluctuations is minimal.

The mining industry is highly competitive, and we face competition from many established domestic and foreign companies. We may not be able to compete effectively with these companies.

The markets in which we operate are highly competitive. The mineral exploration, development, and production industry is largely un-integrated. We compete against numerous well-established national and foreign companies in every aspect of the mineral mining industry. Some of our competitors have longer operating histories and greater technical facilities, and significantly greater recognition in the market and financial and other resources, than we have. We may not compete effectively with other exploration companies in locating and acquiring mineral resource properties, and customers may not buy any or all of the mineral products that we expect to produce. Additionally, we may not be able to compete with competitors located in developing countries such as China, where production costs may be lower.

Because of growing demand for rare and precious metals, we may be subject to more competition in the near future.

The forecasted growth in demand for rare metals, including tellurium which is used by the solar power industry, is expected to attract more mining companies and metal refiners into this industry and increase competition. Competition could arise from certain manufacturers, including First Solar, who use tellurium in their products and who decide to backwards integrate. We may not be able to compete with these new entrants in the market.

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Compliance with environmental and other government regulations could be costly and could negatively impact production.

Our operations are subject to numerous federal, state and local laws and regulations in Mexico governing the operation of our business and the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may:

· require that we acquire permits before commencing extraction operations;

· restrict the substances that can be released into the environment in connection with mining and extraction activities;

· limit or prohibit mining activities on protected areas such as wetland or wilderness areas; and

· require remedial measures to mitigate pollution from former operations, such as dismantling abandoned production facilities.

Under these laws and regulations, we could be liable for personal injury and clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. We do not believe that insurance coverage for environmental damages that occur over time is available at a reasonable cost, and we do not maintain any such insurance. Also, we do not believe that insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damages is available at a reasonable cost. Accordingly, we may be subject to liability or we may be required to cease operations including production (subsequent to any commencement) on the Property in the event of environmental damages.

We may have difficulty managing growth in our business.

Because of the small size of our business, growth in accordance with our long-term business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we increase our activities with respect to the La Viuda Concessions, there will be additional demands on our financial, technical, operational and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the recruitment and retention of required personnel could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

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If we are unable to keep our key management personnel, then we are likely to face significant delays at a critical time in our corporate development and our business is likely to be damaged.

Our success depends upon the skills, experience and efforts of our management and other key personnel, including our Chief Executive Officer and Chief Operating Officer. As a relatively new company, much of our corporate, scientific and technical knowledge is concentrated in the hands of a few individuals. We do not have employment agreements with our Chief Executive Officer or Chief Operating Officer. Nor do we maintain key-man life insurance on these persons. The loss of the services of one or more of our present management or other key personnel could significantly delay our exploration and development activities as there could be a learning curve of several months or more for any replacement personnel. Furthermore, competition for the type of highly skilled individuals we require is intense and we may not be able to attract and retain new employees or contractors of the caliber needed to achieve our objectives. Failure to replace key personnel could have a material adverse effect on our business, financial condition and operations.

Each of our Chief Executive Officer and Chief Operating Officer has other substantial business activities that limit the amount of time that he can devote to managing our business.

Our Chief Executive Officer, James D. Davidson, and our Chief Operating Officer, George Duggan, currently serves as officers, and are involved in the running, of other companies. Accordingly, these officers are only able to devote a portion of their time to our activities. This may make it more difficult for our management to respond quickly and completely to challenges and opportunities that we may encounter, may limit our ability to timely consummate strategic relationships and may have an adverse effect on our results of operations.

There may be challenges to our title in our mining properties.

While we have conducted our own due diligence relating to Mexivada’s title to the La Viuda Concessions prior to entering into the AuroTellurio Option Agreement, mining properties, in general, may be subject to prior unregistered agreements, transfers or claims and title may be affected by undetected defects. Should any of these conditions occur, we could face significant delays, added costs and the possible loss of any investments or commitment of capital.

Difficult conditions in the global capital markets may significantly affect our ability to raise additional capital to continue operations.

The ongoing worldwide financial and credit upheaval may continue indefinitely. Because of reduced market liquidity, we may not be able to raise additional capital when we need it. Because the future of our business will depend on our ability to explore and develop the mineral resources on our existing properties and, possibly, the acquisition of one or more additional mineral resource properties for which, most likely, we will need additional capital, we may not be able to complete such development and acquisition projects or develop or acquire revenue producing assets. As a result, we may not be able to generate income and, to conserve capital, we may be forced to curtail our current business activities or cease operations entirely.

Being a public company has increased our expenses and administrative workload.

As a public company, we must comply with various laws and regulations, including the Sarbanes-Oxley Act of 2002 and related rules of the SEC. Complying with these laws and regulations requires the time and attention of our board of directors and management, and increases our expenses. Among other things, we must:

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· maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

· maintain policies relating to disclosure controls and procedures;

· prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

· institute a more comprehensive compliance function, including with respect to corporate governance; and

· involve to a greater degree our outside legal counsel and accountants in the above activities.

In addition, being a public company has made it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our board of directors, particularly directors willing to serve on an audit committee which we expect to establish.

RISKS RELATED TO DOING BUSINESS IN MEXICO

Local infrastructure may impact our exploration activities and results of operations.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges and power and water supplies are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena sabotage or government or other interference in the maintenance or provision of such infrastructure could adversely affect our activities and future profitability.

Our material property interests are in Mexico. Risks of doing business in a foreign country could adversely affect our results of operations and financial condition.

We face risks normally associated with any conduct of business in a foreign country with respect to our La Viuda Concessions in Sonora, Mexico, including various levels of political and economic risk.  The occurrence of one or more of these events could have a material adverse impact on our efforts or operations which, in turn, could have a material adverse impact on our cash flows, earnings, results of operations and financial condition.  These risks include the following:

· labor disputes,

· invalidity of governmental orders,

· uncertain or unpredictable political, legal and economic environments,

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· war and civil disturbances,

· changes in laws or policies,

· taxation,

· delays in obtaining or the inability to obtain necessary governmental permits,

· governmental seizure of land or mining claims,

· limitations on ownership,

· limitations on the repatriation of earnings,

· increased financial costs,

· import and export regulations, including restrictions on the export of tellurium, gold and silver, and

· foreign exchange controls.

These risks may limit or disrupt our business, restrict the movement of our funds or impair contract rights or result in the taking of property by nationalization or expropriation without fair compensation.

We are uncertain as to the termination and renewal of our concessions.

Under Mexican law, mineral resources belong to the Mexican state and a concession from the Mexican federal government is required to explore for or exploit mineral reserves. Mexivada’s mineral rights to the Property which we are acquiring from Mexivada derive from concessions granted by the Secretaría de Economía, formerly known as Secretaría de Comercio y Fomento Industrial (the "Secretary of Economy"), through the General Bureau of Mines pursuant to the Ley Minera (the "Mining Law") and regulations thereunder.

Our mining concessions may be terminated if the obligations of the concessionaires under the Mining Law, its regulations and related legal provisions are not satisfied. A concessionaire of a mining concession is obligated, among other things, to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, and to provide information to the Secretary of Economy and permit inspections by the Secretary of Economy.

Our property interests in Mexico are subject to risks from instability in that country.

Our property interests in Mexico may be affected by additional foreign country risks associated with political or economic instability in that country. The risks with respect to Mexico specifically, include, but are not limited to: military repression, extreme fluctuations in currency exchange rates, criminal activity, lack of personal safety or ability to safeguard property, labor instability or militancy, mineral title irregularities and high rates of inflation. The effect of these factors cannot be accurately predicted but may adversely impact our proposed operations in Mexico.

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 Increasing violence between the Mexican government and drug cartels may result in additional costs of doing business in Mexico.

The state of Sonora where the La Viuda Concessions are located has not been adversely affected as a result of increasing violence between the Mexican government and drug cartels. We do not expect this violence to have any impact on our business operations. However, our management remains cognizant that the drug cartels may expand their operations or violence in areas in close proximity to our proposed operations. Should this occur, we may be required to hire security personnel and take other actions to protect our operations and personnel. Presently, we are not budgeting for increased security. However, if drug violence becomes a problem or, any other violence impacts our operations, the costs to protect our personnel and property will adversely impact our operations.

We may be adversely affected by the imposition of more stringent environmental regulations in Mexico that would require us to spend additional funds.

The mining and processing industries in Mexico are subject to federal and state laws and regulations (including certain industry technical standards) governing protection and remediation of the environment, mining operations, occupational health and safety and other matters. Mexican environmental regulations have become increasingly stringent over the last decade. This trend is likely to continue and may be influenced by the environmental agreement entered into by Mexico, the United States and Canada in connection with the North American Free Trade Agreement (“NAFTA”). Accordingly, although we believe that we will be able to comply with currently applicable environmental, mining and other laws and regulations, there can be no assurance that more stringent enforcement of existing laws and regulations or the adoption of additional laws and regulations would not have an adverse effect on our business, properties, results of operations, financial condition or prospects.

RISKS RELATED TO OUR COMMON STOCK

There is not now, and there may not ever be, an active market for our common stock.

There currently is a limited public market for our common stock. Further, although our common stock is currently quoted on the OTC Markets, trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock. Accordingly, investors must assume they may have to bear the economic risk of an investment in our common stock for an indefinite period of time. There can be no assurance that a more active market for our common stock will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity of our common stock, and would likely have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.

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We cannot assure you that our common stock will become liquid or that it will be listed on a securities exchange.

Until our common stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq National Market, we expect our common stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect the liquidity of our common stock. This would also make it more difficult for us to raise capital.

Our common stock is subject to the “penny stock” rules of the SEC and FINRA’s sales practice requirements, and the trading market in our common stock is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in the stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person’s account for transactions in penny stocks; and

· the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person; and

· make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

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· the basis on which the broker or dealer made the suitability determination; and

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

In addition to the “penny stock” rules promulgated by the SEC, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

· actual or anticipated variations in our operating results;

· announcements of developments by us, our strategic partners or our competitors;

· announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

· adoption of new accounting standards affecting our industry;

· additions or departures of key personnel;

· sales of our common stock or other securities in the open market; and other events or factors, many of which are beyond our control.

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The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and resources, which could harm our business and financial condition.

Compliance with U.S. securities laws, including the Sarbanes-Oxley Act, will be costly and time-consuming.

We are a reporting company under U.S. securities laws and are obliged to comply with the provisions of applicable U.S. laws and regulations, including the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002 and the related rules of the SEC, and the rules and regulations of the relevant U.S. market, in each case, as amended from time to time. Preparing and filing annual and quarterly reports and other information with the SEC, furnishing audited reports to shareholders and other compliance with these rules and regulations will involve a material increase in regulatory, legal and accounting expenses and the attention of management, and there can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all.

We do not anticipate dividends to be paid on our common stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, shareholders will not receive any funds absent a sale of their shares. We cannot assure shareholders of a positive return on their investment when they sell their shares, nor can we assure that shareholders will not lose the entire amount of their investment.

If securities analysts do not initiate coverage or continue to cover our common stock or publish unfavorable research or reports about our business, this may have a negative impact on the market price of our common stock.

The trading market for our common stock may be affected by, among other things, the research and reports that securities analysts publish about our business and the Company. We do not have any control over these analysts. There is no guarantee that securities analysts will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our stock is the subject of an unfavorable report, our stock price and trading volume would likely decline. If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

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State Blue Sky registration – potential limitations on resale of the shares.

The holders of the shares of our common stock and persons, who desire to purchase the shares in any trading market that might develop in the future, should be aware that there may be significant state law restrictions upon the ability of investors to resell the securities. Accordingly, investors should consider the secondary market for our securities to be a limited one. It is the intention of our management to seek coverage and publication of information regarding the Company in an accepted publication which permits a “manuals exemption.” This manuals exemption permits a security to be sold by shareholders in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by that state. The listing entry must contain (i) the names of issuers, officers, and directors, (ii) an issuer’s balance sheet, and (iii) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. The principal accepted manuals are those published by Standard and Poor’s, and Mergent, Inc. Many states expressly recognize these manuals. A smaller number of states declare that they recognize securities manuals, but do not specify the recognized manuals. Among others, the following states do not have any provisions and, therefore, do not expressly recognize the manuals exemption: Alabama, California, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders and the purchasers of our common stock offered hereby. We are currently authorized to issue an aggregate of 322,000,000 shares of capital stock, par value $0.001 per share, consisting of 300,000,000 shares of common stock and 22,000,000 shares of preferred stock, with the preferences and rights determined by our Board of Directors. As of April 29, 2013, there were 115,201,260 shares of our common stock and 22,000,000 shares of our preferred stock outstanding. As April 29, 2013, there were 22,000,000 shares our common stock reserved for issuance upon conversion of our Series A Preferred Stock (defined below), 16,000,000 shares of our common stock reserved for issuance under our 2007 Stock Option Plan (the “2007 Plan”) and 38,739,129 shares reserved for issuance upon the exercise of warrants issued from December 2010 through July 2011 (the “2010/2011 Warrants”).

Any future issuance of our equity or equity-backed securities may dilute then-current shareholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity. As described above, we may need to raise additional capital through public or private offerings of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock. We may also issue such securities in connection with hiring or retaining employees and consultants (including stock options issued under our equity incentive plans), as payment to providers of goods and services, in connection with future acquisitions or for other business purposes. Our Board of Directors may at any time authorize the issuance of additional common or preferred stock without common shareholder approval, subject only to the total number of authorized common and preferred shares set forth in our certificate of incorporation. The terms of equity securities issued by us in future transactions may be more favorable to new investors, and may include dividend and/or liquidation preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect. Also, the future issuance of any such additional shares of common or preferred stock or other securities may create downward pressure on the trading price of the common stock. There can be no assurance that any such future issuances will not be at a price (or exercise prices) below the price at which shares of the common stock are then traded.

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We may obtain additional capital through the issuance of preferred stock, which may limit your rights as a holder of our common stock.

Without any shareholder vote or action, our Board of Directors may designate and approve for issuance additional shares of our preferred stock. The terms of any preferred stock may include priority claims to assets and dividends and special voting rights which could limit the rights of the holders of our common stock. The designation and issuance of preferred stock favorable to current management or shareholders could make any possible takeover of the Company or the removal of our management more difficult.

Any failure to maintain effective internal control over our financial reporting could materially adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 will require us to include in our annual reports on Form 10-K, an assessment by management of the effectiveness of our internal control over financial reporting. While we intend to diligently and thoroughly document, review, test and improve our internal control over financial reporting in order to ensure compliance with Section 404, management may not be able to conclude that our internal control over financial reporting is effective. This could result in a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the price of our common stock.

In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to retain the services of additional accounting and financial staff or consultants with appropriate public company experience and technical accounting knowledge to satisfy the ongoing requirements of Section 404. We intend to review the effectiveness of our internal controls and procedures and make any changes management determines appropriate, including to achieve compliance with Section 404 by the date on which we are required to so comply.

Any significant deficiencies in our control systems may affect our ability to comply with SEC reporting requirements and any applicable listing standards or cause our financial statements to contain material misstatements, which could negatively affect the market price and trading liquidity of our common stock and cause investors to lose confidence in our reported financial information, as well as subject us to civil or criminal investigations and penalties.

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ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.    PROPERTIES

General

Our corporate headquarters are located at 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011 at the offices of Incorporated Communications Services, a company owned by one of our majority stockholders, which provides administrative services to us.

The La Viuda Concessions

Property Mineral Rights

On February 11, 2011, we entered into the AuroTellurio Option Agreement with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in Mexivada’s La Viuda and La Viuda-1 concessions comprising its AuroTellurio tellurium-gold-silver property (the “La Viuda Concessions,” the “AuroTellurio Property” or, the “Property”) south of Moctezuma, Sonora, Mexico. Under the terms of the AuroTellurio Option Agreement, we will acquire up to an 80% legal and beneficial ownership interest in the Property by incurring up to $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an investment rate of at least $750,000 per year, and by making certain cash payments and share issuances to Mexivada, as discussed in greater detail elsewhere in this report.

Although we are acquiring up to an 80% interest in the La Viuda Concessions from Mexivada, neither we nor Mexivada owns the land where the Property is located. We have entered into a surface rights agreement with the local landowner enabling us to begin our exploration program. This agreement is renewable through May 16, 2014. If we need additional time after that date to continue our exploration program or if we discover meaningful quantities of minerals on the Property, we will need to further extend the surface rights exploration agreement or enter into additional agreements (whether lease or purchase) with the landowner to enable us to mine such minerals. There can be no assurance that the landowner will agree to such further agreements or, if he does, that they will be on terms economically acceptable to us. If we cannot reach agreement with the land owner with respect to our future exploration or potential mining activities, we would not be able to continue with the AuroTellurio project, our business plan would be negatively impacted and our business prospects would be damaged.

The La Viuda Concessions comprise two exploration concessions granted by the Mexican government to Compania Minera Mexivada, S.A. de C.V., a wholly owned subsidiary of Mexivada. The La Viuda Concessions, details of which are set forth below, cover approximately 7,624 hectares, or 18,839.31 acres.

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Concession	Status	File No.	Legal Title #		Title Grant Date	Title Expiry Date	Surface Area (Ha.)
La Viuda	Granted	082/323550		232498	August 18, 2008	August 18, 2058		44
La Viuda 1	Granted	082/32407		232859	October 29, 2008	October 29, 2058		7,580.79

Property Location

The La Viuda Concessions are located in the northeastern portion of the State of Sonora, Mexico, near the Chihuahua border and just south of the town of Moctezuma. The property is approximately 280 miles southeast of Tucson, Arizona. The following map shows the approximate location of the concessions:

Figure 1 – Location map of the La Viuda Concessions in Sonora, Mexico.

The La Viuda and La Viuda 1 concessions, shown on the map below, are the two concessions making up the Property. The La Viuda concession is approximately 47 hectares in size (116.14 acres), and is located to the south and southeast of a concession owned by Minera Teloro, S.A. de C.V., a Mexican company affiliated with First Solar. The La Viuda 1 is a large concession that covers an area of approximately 9 by 9 kilometers, encompassing about 7,574 hectares (18715.76 acres), and surrounds the La Viuda and other third party concessions.

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The La Viuda Concessions are located approximately 15 miles south of Moctezuma and 7.5 miles due west of the town of Terapa. The Property is accessed from Terapa by a dirt road. The land owner who owns the land on which the Property is located has signed a surface rights agreement with us authorizing access to the La Viuda Concessions for exploration purposes. This agreement was renewed for an additional year on May 16, 2012. We are paying this land owner $14,400 per year for the right to conduct our exploration of the La Viuda Concessions on the AuroTellurio Property. This surface rights agreement is renewable at our option for one additional year for $14,400, effective as of the renewal date, May 16, 2013. If we do not complete our exploration efforts by May 16, 2014, we will have to renegotiate the surface rights agreement with the land owner, to extend it for an additional time period to enable us to complete our exploration program. Although we expect that the land owner would be willing to further renew the surface rights agreement, we cannot be sure that he will do so or that he would be willing to further renew the agreement for a reasonable fee and for a reasonable time period. If he refuses to renew the agreement, our ability to continue our exploration program would be negatively impacted and our business prospects would be damaged.

Additionally, if our exploration program, including our proposed test drilling program, proves successful, we will need to acquire surface rights and mining rights to begin an actual mining program. In this case, we would need to negotiate a new agreement with the land owner, either to lease mining rights or to acquire the land where our mining would be located outright. Although we expect that the land owner would be willing to reach an agreement with us relating to our future mining of the La Viuda Concessions, we cannot be sure that he will do so or that he would be willing to do so on terms economically acceptable to us. If we cannot reach an agreement with the land owner with respect to our potential mining activities, our business plan would be negatively impacted and our business prospects would be damaged.

Figure 2 – Location of the La Viuda and La Viuda 1 concessions (outlined in green).

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Regional Geology

The La Viuda concessions are situated within the Sierra Madre Occidental (SMO) geologic-physiographic province. The dominant rocks are volcanics of Tertiary age which host a number of world-class precious metal mines and deposits. In the Moctezuma region, which is where the property is located, the dominant rock types are of Lower Cretaceous age, and they consist mostly of calcareous, argillaceous and detrital rocks. These units, in turn, are intruded by an igneous body of batholitic dimensions of Early Cretaceous to Early Tertiary age. The composition of this extensive batholith is in the granitic to granodioritic range.

The rocks of Tertiary age in this region are represented by a volcanic package that contains one or two of horizons of limestone (host rocks for base metal mineralization in the Oposura district near Moctezuma), and by a sequence of volcanic rocks consisting of pyroclastic units, whose composition varies from mafic to felsic (e.g. dacites). A plutonic intrusive body of Tertiary age, as well as hypabyssal rocks and dikes, also occurs in the district. Silicification occurs associated with some mineralized zones; this alteration-mineralization event post-dates the volcanic/intrusive sequence in the Moctezuma District.

Overlying the Tertiary rock sequence are continental clastic deposits capped by younger basalt flows. Lastly, alluvial and slope deposits of Quaternary age fill the valley floors and side slopes.

Local Geology

The main rock types in the district correspond to volcanic rocks of rhyolitic composition, and younger, possibly post-ore, andesites. The Arenillas formation, which has been widely studied by various entities, is of greater importance than other rock units for mineralization at the Bambolla concession. This formation consists of a package of volcaniclastic rocks that contains one or two limestone layers, which are host rocks for mineralization. The rocks present in the La Viuda Concessions are Tertiary calc-alkaline volcanics and dikes.

Plutonic rocks and dikes are also present. Tertiary sedimentary rock units, including sandstones, conglomerates, mudstones and basalts, are also evident.

Mineralization

The mineral deposits in the Oposura sector of the Moctezuma District basically consist of replacement-style, zinc-lead base metal deposits. Precious metal mineralization occurs in structurally-controlled veins, with the majority of these occurrences consisting of epithermal quartz- and quartz-carbonate veins with anomalous values of gold, silver and tellurium. A second type of structure-controlled vein type deposits occurring in the area contains base metal massive sulfides.

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Structure

The La Viuda gold-mineralized structure is a WNW trending fault-controlled vein system with local exposures on the surface north of the La Viuda concession. These veins are, on the average, 0.5 to 1.0 meter in width. The vein is comprised of visible oxide minerals, mainly manganese oxides. Immediately south of La Viuda there is another vein system trending E-W to WNW and projecting to the east just south of the La Viuda concession. In this vein there is moderate sulfide mineralization along a fracture system, where stains of scorodite (?) were observed thus suggesting that this structure could be a gold carrier.

It appears that from La Bambolla and further to the south the mineralized structures are oriented more E-W rather than NW. The main structures at the Bambolla Mine project east and west, toward the eastern Property boundaries of La Viuda 1.

Grades

The important minerals present in the property, as documented by the Consejo de Recursos Minerales, are principally gold, silver and tellurium. However, limited surface geologic mapping and sampling work have been conducted to date to document the extent and average grades of the structures evident in the property.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

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

Since February 26, 2007, our common stock has been listed for quotation on the OTC Markets, originally under the symbol “ARBU.” In anticipation of the Cromwell Merger in 2007, we changed our name, and our symbol changed to “CWLU.” Subsequent to the Cromwell Merger unwinding, we changed our name again and our symbol then changed to “USUI.” Following our name change in August 2009 to California Gold Corp., our symbol changed to “CLGL.”

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 OTC Markets. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Our common stock is thinly traded and, thus, pricing of our common stock on the OTC Markets does not necessarily represent its fair market value.

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Period	High		Low
Fiscal Year Ending January 31, 2013
First Quarter	$	.12	$	.02
Second Quarter		.033		.011
Third Quarter		.05		.009
Fourth Quarter		.017		.0014
Fiscal Year Ending January 31, 2012
First Quarter	$	.144		.035
Second Quarter		.10		.06
Third Quarter		.08		.042
Fourth Quarter		.064		.015

On May 7, 2013, there were 115,201,260 shares of our common stock outstanding, 22,000,000 shares of our Series A Preferred Stock outstanding and warrants outstanding exercisable for a total of 41,671,195 shares of our common stock.

Dividends

We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Other than provisions of the Nevada Revised Statutes requiring post-dividend solvency according to certain measures, there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock. Nonetheless, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Securities Authorized For Issuance Under Equity Compensation Plans

In June 2007, we adopted our 2007 Plan.   The 2007 Plan was approved by our Board of Directors and the holders of a majority of the outstanding shares of our common stock. In December 2010, the number of shares reserved for issuance under the 2007 Plan was increased by the Board from 3,000,000 shares to 16,000,000 shares of common stock, subject to adjustment under certain circumstances. This increase was approved by our then majority stockholder.  We have not maintained any other equity compensation plans since our inception.

The following table provides information as of January 31, 2013, with respect to the shares of common stock that may be issued under our existing equity compensation plan:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(2)
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1)		11,000,000	$	0.09		5,000,000
Equity compensation plans not approved by security holders		—		—		—
Total		11,000,000	$	0.09		5,000,000

(1) 2007 Equity Incentive Plan

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Recent Sales of Unregistered Securities

Except as previously disclosed in Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we have filed, or otherwise set forth immediately below, during the period covered by this Report we have not sold any of our equity securities that were not registered under the Securities Act.

Holders

On April 29, 2013, we had 115,201,260 shares of our common stock issued and outstanding held by 46 shareholders of record, and 22,000,000 shares of our Series A Preferred Stock held by three (3) shareholders.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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

The following discussion and analysis of financial condition and results of operations are based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, highlight 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 and should be read in conjunction with the financial information included elsewhere in this Annual Report, including our audited financial statements for the years ended January 31, 2011 and 2010 and the related notes. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “California Gold,” “us,” “we,” “our,” and similar terms refer to California Gold Corp., a Nevada corporation. This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements.

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We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. See “Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this Annual Report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Overview

California Gold is an exploration stage mining company whose principal focus is the identification, acquisition, and development of rare and precious metals mining properties in the Americas.

Our primary focus is on the exploration and development of the La Viuda Concessions south of Moctezuma, Sonora, Mexico, where, we believe, deposits of tellurium, gold and silver may exist in economically minable quantities. We are still in the exploration stage and have not generated any revenues from our mining properties in Mexico.

The Mexivada Property Option Agreement

On February 11, 2011, we entered into the AuroTellurio Option Agreement with Mexivada to acquire up to an 80% interest in Mexivada’s La Viuda and La Viuda-1 concessions comprising its AuroTellurio tellurium-gold-silver property south of Moctezuma, Sonora, Mexico.

Under the terms of the AuroTellurio Option Agreement, we will acquire up to an 80% legal and beneficial ownership interest in the AuroTellurio Property by, in addition to making certain cash payments and share issuances to Mexivada (as discussed above), incurring up to $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an annual investment rate of at least $750,000 per year. We will earn a 20% vested interest in the AuroTellurio Property in the first year of the AuroTellurio Option Agreement by investing $750,000 in an exploration program and up to an additional 60% interest in the Property, in blocks of 20% each, by investing an additional $750,000 in the exploration program in each of the following three years, or sooner, and meeting all of the other required terms of the AuroTellurio Option Agreement. Each 20% interest will vest earlier if each year’s cash and stock payments to Mexivada and $750,000 exploration expenditure investment are completed earlier than scheduled.

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Although we are acquiring up to an 80% interest in the La Viuda Concessions from Mexivada, neither we nor Mexivada owns the land where the Property is located. We have entered into a surface rights agreement with the local landowner enabling us to begin our exploration program. This agreement is renewable through May 16, 2014. If we need additional time after that date to continue our exploration program or if we discover meaningful quantities of minerals on the Property, we will need to further extend the surface rights exploration agreement or enter into additional agreements (whether lease or purchase) with the landowner to enable us to mine such minerals. There can be no assurance that the landowner will agree to such further agreements or, if he does, that they will be on terms economically acceptable to us. If we cannot reach agreement with the land owner with respect to our future exploration or potential mining activities, we would not be able to continue with the AuroTellurio project, our business plan would be negatively impacted and our business prospects would be damaged.

Recent Developments

Vesting of First 20% Interest in the La Viuda Concessions

On August 10, 2012, we made a payment to Mexivada of $40,000 and on August 28, 2012, we issued to Mexivada 250,000 shares of our restricted common stock. Having met all the required conditions for the vesting of the first 20% interest in the La Viuda Concessions under the AuroTellurio Option Agreement, including the required exploration program expenditure of $750,000, the first 20% interest in the La Viuda Concessions vested in us as of August 28, 2012. Although the terms of the Aurotellurio Option Agreement required that all conditions for the vesting of the first 20% interest in the AuroTellurio Property were to be met by the one year anniversary of the First Closing, that is, by August 4, 2012, Mexivada agreed to extend this deadline to August 28, 2012. We have made the appropriate filings with the Ministry of Mines in Mexico recording this 20% interest in our name.

Although we are acquiring up to an 80% interest in the La Viuda Concessions from Mexivada, neither we nor Mexivada owns the land where the Property is located. We have entered into a surface rights agreement with the local landowner enabling us to begin our exploration program. This agreement is renewable through May 16, 2014. If we need additional time after that date to continue our exploration program or if we discover meaningful quantities of minerals on the Property, we will need to further extend the surface rights exploration agreement or enter into additional agreements (whether lease or purchase) with the landowner to enable us to mine such minerals. There can be no assurance that the landowner will agree to such further agreements or, if he does, that they will be on terms economically acceptable to us. If we cannot reach agreement with the land owner with respect to our future exploration or potential mining activities, we would not be able to continue with the AuroTellurio project, our business plan would be negatively impacted and our business prospects would be damaged.

The AuroTellurio Property Exploration Program

As of the date hereof, we have expended an aggregate of $605,000 in exploration program costs towards the second 20% interest. Approximately $339,000 of this amount has already been approved by Mexivada as exploration expenses to be counted towards the second 20% interest in the La Viuda Concessions. We expect that the balance of exploration expenses to be applied towards the second 20% interest in the La Viuda Concessions not yet approved by Mexivada will be so approved at or prior to the time we notify Mexivada that we have completed all requirements for the vesting of the second 20% interest, including the required exploration program expenditure of $750,000, and that we intend to exercise our option for the second 20% interest.

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We have completed the majority of Phase 1 of our exploration program including mapping, trenching and sampling programs as well as gravity and magnetic geophysical surveys at the AuroTellurio Property.  We have renewed our surface rights agreement with the land owner in Moctezuma, where the La Viuda Concessions are located, to allow us to conduct our exploration of the La Viuda Concessions through May 16, 201, and we have the option to further renew this agreement for an additional year. Our Phase I exploration activities have enabled us to delineate two primary drilling areas on the Property. We anticipate that that we will need approximately $350,000 for our Phase I drilling program at the La Viuda Concessions which, subject to raising the required funds, we expect to begin later in 2013. There can be no assurance, however, that we will be successful in raising the required drilling program funds. If we are unable to raise these funds, we will not be able to proceed with our Phase I drilling program and our entire investment in the AuroTellurio project and future business prospects will be jeopardized.

Results of Operations

Fiscal Years Ended January 31, 2013 and 2012

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

Our operating expenses remained flat and totaled $1,302,303 and $1,297,582 for the years ended January 31, 2013 and 2012, respectively. General and administrative expenses increased from $940,985 in the fiscal year ended January 31, 2012 to $1,066,824 in the fiscal year ended January 31, 2013, or 13%, primarily due to stock-based compensation expense attributable to option awards granted to purchase 11,000,000 shares of the Company’s common stock to its employees and outside consultants.

We recorded non-operating income of $1,591,772 in the year ended January 31, 2013, compared to non-operating income of $1,034,764 in the year ended January 31, 2012. The increase of $557,008 over the prior year was primarily due to an increase in unrealized gain on derivative instruments related to the issuance of the 2010 and 2011 warrants as a result of the private placement offerings completed in December 2010 and January, April, June and July 2011. For the year ended January 31, 2013, we recorded a $1,591,424 unrealized gain on derivative instruments relating to the issuance of the 2010 and 2011 warrants as a result of the private placement offerings completed in December 2010 and January 2011.

We had net income of $289,469 for year ended January 31, 2013 and a net loss of $262,818 for the year ended January 31, 2012.

We have generated no revenues, and our net operating loss from inception through January 31, 2013 was $2,832,452.

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Liquidity and Capital Resources

Our cash and cash equivalents balance as of January 31, 2013 was $259,200 compared to $828,181 as of January 31, 2012.

In July 2011, we completed the final closing of the 2010/2011 Private Placement, in which we sold an aggregate of 77,478,258 units of our securities for gross proceeds of $1,936,956, at an offering price of $0.025 per Unit. 55,478,258 of the units consisted of one share of our common stock and an 18-month warrant to purchase one-half of one share of our common stock at an exercise price of $0.125 per whole share. As of February 1, 2012, we amended the terms of these warrants such that (i) their term has been extended by six months and (ii) one half of them (19,369,565) retain the exercise price of $0.125 per share and one half (19,369,564) have an exercise price of $0.05 per share. The remaining 22,000,000 Units included our Series A Preferred Stock instead of our common stock and warrants exercisable for our common stock.

On December 19, 2012, our Board of Directors resolved to further amend the provisions of the warrants issued in the 2010/2011 Private Placement such that, effective as of December 19, 2012, (i) the term of each of the warrants has been extended for an additional three years and (ii) the exercise price of the warrants shall be reduced to $0.03 per whole share through the third year, $0.04 per whole share through the fourth year and $0.05 per whole share through the fifth year.

On March 16, 2012, we completed the closing of a private placement offering pursuant to which we sold to various accredited investors and non-U.S. persons 4,250,000 units of our securities (the “2012 Units”) for gross proceeds of $170,000, at an offering price of $0.04 per unit. Each of these units consisted of one share of our common stock and a warrant to purchase one-half share of our common stock at an exercise price of $0.06 per whole share. These warrants will be exercisable from issuance until twenty four (24) months after the closing of this offering. We raised these funds for general working capital purposes separate from our first year exploration program commitments under the AuroTellurio Agreement.

Due to our brief history and historical operating losses, our operations have not been a source of liquidity, and our sources of liquidity primarily have been debt and proceeds from the sale of units in our 2010/2011 Private Placement and in our March 2012 offering. Although we have begun the acquisition of the AuroTellurio Property, this property will require exploration and development that could take years to complete before it begins to generate revenues. There can be no assurances that the AuroTellurio Property will be successfully developed to the revenue producing stage. If we are not successful in our proposed rare and precious metals mining operations, our business, results of operations, liquidity and financial condition will suffer materially.

As a result of the 2010/2011 Private Placement, we have had sufficient funds to meet our first year requirements under the AuroTellurio Agreement, including the requirement that we invest $750,000 in the exploration program by August 4, 2012.  If we determine to proceed with the exploration of the AuroTellurio Property after the first year, we will be required under the terms of the AuroTellurio Agreement to invest an additional $750,000 in the exploration program per year for each of the following three years. We will also be required to pay Mexivada $40,000 upon the first anniversary of the First Closing, $50,000 upon the second anniversary of the First Closing, $70,000 upon the third anniversary of the First Closing, and $100,000 upon the fourth anniversary of the First Closing, for a total of $290,000. We will also need additional funds for working capital purposes. We do not have this capital at this time and we will have to raise these amounts, plus additional amounts for general working capital purposes, in the capital markets.

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We plan to seek to raise such capital through additional sales of our equity or debt securities. There can be no assurance, however, that such financing will be available to us or, if it is available, that it will be available on terms acceptable to us and that it will be sufficient to fund our expected needs. If we are unable to obtain sufficient financing, we may not be able to proceed with our exploration and development plans for the AuroTellurio Property after the first year of our exploration program or meet our ongoing operational working capital needs.

Various factors outside of our control, including the price of rare and precious metals, overall market and economic conditions, the downturn and volatility in the US equity markets and the trading price of our common stock may limit our ability to raise the capital needed to execute our plan of operations in the following years. We recognize that the US economy is currently experiencing a period of uncertainty and that the capital markets have been depressed from recent levels. These or other factors could adversely affect our ability to raise additional capital. As a result of an inability to raise additional capital, our short-term or long-term liquidity and our ability to execute our plan of operations, including our ability to exercise our rights to acquire up to an additional 60% interest in the La Viuda Concessions, could be significantly impaired.

Phase I Drilling Program Needs

We have determined to proceed with the exploration of the AuroTellurio Property into the second year, for the second 20% interest in the La Viuda Concessions. Most immediately, we will need to raise at least $350,000 to begin and fund our AuroTellurio Phase I drilling program. We currently do not have sufficient capital to finance this drilling program.

We have filed a registration statement with the SEC to register for sale 100,000,000 shares of our common stock at an offering price of $0.005 per share. This registration statement has not yet been declared effective by the SEC. If and when the registration statement is declared effective, there is no minimum number of shares of our common stock that we must sell and no guarantee that we will be able to sell any of these shares.

As indicated above, we anticipate that that we will need approximately $350,000 for our Phase I drilling program at the La Viuda Concessions. If we sell at least 75% of the 100,000,000 shares we expect to be offering pursuant to the prospectus contained within the registration statement, we will use the net proceeds of the offering for our drilling program with any excess funds (at the 100% level only) to be used for corporate overhead expenses. At the 75% level, no net proceeds of this offering would be available for corporate overhead and at both the 75% and 100% levels, net corporate overhead expenses would be paid out of existing capital reserves. Should we sell less than 75% of the 100,000,000 shares we expect to be offering pursuant to the prospectus, we will not have sufficient funds to begin our 2013 Phase I drilling program and we will use any net proceeds for corporate overhead purposes, with a reserve for remediation costs.

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We are calculating a monthly overhead cost, at a reduced level of operations, of approximately $25,000 per month. Under the 25% scenario we would have sufficient net funds from the offering to support this overhead burn rate for approximately two months, while under the 50% scenario, we would have overhead funds from the offering sufficient for approximately seven months. We estimate environmental remediation costs of $15,000 if we are forced due to lack of funds to terminate our AuroTellurio exploration project prior to beginning our Phase I drilling program and $80,000 if we determine to terminate our exploration project after we complete the Phase I drilling program.

If we net less than $350,000 from the sale of our shares in the offering, we will be required to raise additional funds to meet the minimum estimated $350,000 cost requirements of our phase I Drilling Program and to cover overhead costs. There can be no assurances that we will be able to raise these funds at all, or at a reasonable cost to us. If we are not able to raise these funds, we may have to scale back or curtail entirely our Phase I drilling program.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. See Note “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” in the accompanying Notes to our consolidated financial statements, for further descriptions of our major accounting policies and for information related to the impact of the implementation of new accounting pronouncements on our results of operations and financial position.

In preparing our consolidated financial statements, we make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methods. In some cases, these estimates are particularly difficult to determine and we must exercise significant judgment. We periodically evaluate our estimates and judgments that are most critical in nature. We believe that the following discussion of critical accounting policies address all important accounting areas where the nature of accounting estimates or assumptions is material due to the levels of subjectivity and judgment. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

Mineral Rights, Exploration and Development Costs

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. 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.

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Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes model to value the derivative instruments at inception and subsequent valuation dates.  The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging.  Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

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

The Company also adopted FASB ASC Topic 505-50, Equity-Based Payments 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.

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, see Note “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” in the Notes to our accompanying consolidated financial statements.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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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 9. Changes and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A. 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 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 James D. Davidson, our Chief Executive Officer and 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.

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

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Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our sole officer concluded that, during the period covered by this 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, 2013; 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:

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, 2013, 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.

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ITEM 9B. OTHER INFORMATION

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth certain information, as of January 31, 2013, with respect to our directors and executive officers.

Directors serve until the next annual meeting of the shareholders; 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	Position(s) Held	Age	Date of Election or Appointment as Officer/Director
James D. Davidson, III	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director	65	November 12, 2007
George Duggan	Chief Operating Officer	64	January 17, 2011
David Rector	Director	65	June 15, 2007

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

James Davidson is and has been a private investor for more than forty years. Currently, Mr. Davidson is Treasurer and Secretary of NMX Holdings, a private media holding company and owner of NewsMax Media. Mr. Davidson has held these positions since January 2005. Mr. Davidson is also a director and the Chief Executive officer of Universal Tech Corp., a U.S. public company whose stock trades on the OTC Bulletin Board. Mr. Davidson assumed these positions on October 3, 2012. Mr. Davidson has been Chairman and a director of Ouro do Brasil Holdings Ltd. since October 2010 and a director of Core Values Mining and Exploration, Ltd. since April 2009, two private mining companies. In January, 2013, Mr. Davidson became a director of Valor Gold, a U.S. public company whose common stock trades on the OTC Bulletin Board.

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A veteran of two decades in the mining business, Mr. Davidson was a founding director, in May 1996, of Anatolia Minerals Development. He helped steward Anatolia's growth from a start-up with a single mine in Turkey to its 2011 transformation into Alacer Gold Corporation (TSX:ASR), an intermediate gold producer.  Mr. Davidson resigned from Alacer in January 2011. From August 2012 until his resignation in December 2012, Mr. Davidson was a director, founding Chairman and Chief Executive Officer of Zinco do Brasil Corporation (formerly known as TurkPower Corporation), a U.S. public company whose common stock trades on the OTC Bulletin Board. Mr. Davidson first became a director of Zinco do Brasil in April 2011. Additionally, Mr. Davidson helped found and develop other companies including Uranium Energy Corporation (founding investor – 2004), Hana Mining Ltd. (founding investor – 2004), which subsequently spun off New Hana Copper Mining Ltd., Agora Publishing (Founder – August 1971; resigned as director – May 2004) and NewsMax Media (founding director – August 1998; owned by NMX Holdings since 2005). Mr. Davidson was also a founder, in October 1992, of New Oro Peru Resources (resigned – January 1994) and of Ouro do Brasil Holdings, in October 2010, where he is currently chairman. Mr. Davidson has broad experience as a corporate director, both in the United States and abroad, having served on corporate boards in Argentina, Bolivia, Brazil, Canada, Colombia, Hong Kong, New Zealand, Switzerland, Turkey and the United Kingdom. Mr. Davidson is also the co-author of several popular financial books with Lord William Rees-Mogg, former editor of The Times of London. 

Mr. Davidson received his Bachelor’s Degree with General Honors and high honors in English from University of Maryland in 1971, an M.A. in English 1974, and received his Masters of Letters (M. Litt) in Politics, Philosophy & Economics from the University of Oxford, Pembroke College, 1981.

Because of Mr. Davidson’s specific experience in, and knowledge of, the mining sector, and as an entrepreneur and a director of numerous companies, complemented by his academic credentials, we have concluded that Mr. Davidson should serve as a director of the Company. Mr. Davidson devotes approximately 5 hours per week to our business.

George Duggan was appointed as our Chief Operating Officer by our Board of Directors in January 2011. Since 1978, Mr. Duggan has been engaged in the media and investor relations business, operating through his own company, Incorporated Operations, and through Michael Baybak & Co., Inc. (Florida) and Communications Services Inc. (California). From 1977 to 1978, he was employed as a financial analyst at Texas Instruments Inc. Mr. Duggan received an MBA degree from the University of California at Berkeley in 1977.

Mr. Duggan has more than 30 years of direct experience in providing professional financial, accounting, and marketing services to U.S. and Canadian junior resource companies.   He has an MBA in banking and finance from University of California at Berkley and also served as a financial analyst with Texas Instruments before moving into the resource sector.  His expertise is greatly relied upon by dozens of junior exploration and mining companies throughout the U.S. and Canada.  Based on this knowledge and experience, the Company determined that Mr. Duggan should serve as the Company’s COO. Mr. Duggan devotes approximately 10 to 15 hours per week to our business.

David Rector resigned from our Board of Directors on May 4, 2012.

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Key Consultants

Feliciano L. Leon, Consulting Geologist, was retained by us in January 2011 as our Exploration Project Manager for our AuroTellurio project in Mexico. Mr. Leon has been a professional geologist for more than 35 years and has worked as an exploration geologist, consulting geologist, and technical advisor to mining companies. He is also an expert in geologic modeling using a variety of computer-assisted methodologies. During the five years prior to beginning his work with us, Mr. Leon provided his services to, among others, Gammon Gold Resources, from 2005 to June 2008, as an in-house geological consultant and technical advisor working on two major precious metal mines in the states of Chihuahua and Guanajuato, Mexico. During the period from September 2008 to December 2010, Mr. Leon worked on a contract-basis with Gutierrez GeoConsultants, Ltd. (formerly MineSeal, LLC), and he has from time to time provided his services to various industrial groups including 5N Plus, Quebec, CA, which was involved principally in the acquisition of tellurium-gold properties in advanced stages of exploration. In these engagements, Mr. Leon evaluated mineral properties located in Nevada, Utah and Mexico. Mr. Leon graduated from the University of Arizona, Tucson, with a Bachelor of Science Degree in Geological Engineering in 1973. He has been a registered member (Fellow) in good standing (ID No.230546) of the Australasian Institute of Mining and Metallurgy since 2008. He is also a Member in good standing of the Arizona Geological Society. Mr. Leon is originally from Peru and is fluent in Spanish and English.

Board Committees

We have not yet established any committees of our 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. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, we do not believe that it is 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.

Audit Committee Financial Expert

We have no separate audit committee at this time. The entire Board of Directors oversees our audits and auditing procedures. Neither of the current members of our Board of Directors is an “audit committee financial expert,” as that term is defined in Item 407 of Regulation S-K under the Securities Act.

Shareholder Communications

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.

Code of Ethics

We have 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 at 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011. We believe our Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

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Compliance with Section 16(a) of the Exchange Act

We registered our common stock pursuant to Section 12 of the Exchange Act by filing a Form 8-A with the SEC on May 10, 2012. Accordingly, our officers, directors and principal shareholders are subject, as of May 10, 2012, 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, 2013, 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, 2013; (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, 2013; and (iii) all individuals that served as executive officers of ours at any time during the fiscal year ended January 31, 2013, that received annual compensation during the fiscal year ended January 31, 2013, in excess of $100,000.

Summary Compensation Table

Name and  Principal Position	Year		Salary ($)		Bonus  ($)		Stock  Awards ($)		Option  Awards ($)		Non-  Equity  Incentive  Plan  Compensation  ($)		Change in Pension Value  and Non- qualified  Deferred  Compensation  Earnings ($)		All Other  Compensation  ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
James D. Davidson, III (1),		2013		24,000		-		-		-		-		-		-		24,000
Chief Executive Officer		2012		36,000		-		-		89,997		-		-		-		125,997
George Duggan (2),		2013		30,000		-		-		-		-		-		-		30,000
Chief Operating Officer		2012		30,000		-		-		89,997		-		-		-		119,997

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(1) Mr. Davidson serves as our Chief Executive and Chief Financial Officer on an independent contractor basis. Although Mr. Davidson does not have an employment agreement with us, from February 1, 2011 to May 31, 2011, we paid Mr. Davidson a monthly fee of $5,000 and from June 1, 2011, we began paying Mr. Davidson a reduced fee of $2,000 per month for his services to us as our Chief Executive Officer pursuant to a consulting agreement described below. Additionally, Mr. Davidson received a grant of options to purchase 1,000,000 shares of our common stock under the 2007 Plan, with an exercise price of $0.09 per share and a term of 10 years. The aggregate grant date fair value of Mr. Davidson’s options computed in accordance with FASB ASC Topic 718 was $89,997, based on the assumptions disclosed in our footnotes to the annual financial statements for the period ended January 31, 2013.

(2) Mr. Duggan serves as our Chief Operating Officer on an independent contractor basis. Mr. Duggan does not have an employment agreement with us, although beginning January 17, 2011, we started paying Mr. Duggan a fee of $2,500 per month for his services to us as our Chief Operating Officer pursuant to a consulting agreement described below. Additionally, Mr. Duggan received a grant of options to purchase 1,000,000 shares of our common stock under the 2007 Plan, with an exercise price of $0.09 per share and a term of 10 years. The aggregate grant date fair value of Mr. Duggan’s options computed in accordance with FASB ASC Topic 718 was $89,997, based on the assumptions disclosed in our footnotes to the annual financial statements for the period ended January 31, 2013.

Outstanding Equity Awards at Fiscal Year-End

We have not issued any stock options or maintained any stock option or other incentive plans other than our 2007 Plan. (See “Market for Common Equity and Related Stockholder Matters – Securities Authorized for Issuance under Equity Compensation Plans,” above).  The following table sets forth information regarding stock options held by the Company’s Named Executive Officers and Directors at January 31, 2013.

Option Awards
Name	Number of securities underlying unexercised options exercisable (#)		Number of securities underlying unexercised options unexercisable (#)		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option plan exercise price ($)		Option expiration date
James D. Davidson (1)		333,333		666,667		1,000,000		0.09	7/27/21
David Rector (1) (2)		333,333		666,667		1,000,000		0.09	7/27/21
George Duggan (1)		333,333		666,667		1,000,000		0.09	7/27/21

(1) Each of Messrs. Davidson, Rector and Duggan received a grant of options to purchase one million (1,000,000) shares of our common stock under the 2007 Plan, with an exercise price of $0.09 per share and a term of 10 years. One third of the options vested on July 27, 2011, the date of grant and the remaining options will vest in two equal installments on each of July 27, 2012 and 2013.

(2) Because Mr. Rector resigned as a director on May 4, 2012, his unexercisable options terminated on that date and his vested but unexercised options expired on August 4, 2012

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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.

Employment Agreements or Arrangements with Executive Officers

We do not have employment agreements with either of our executive officers. However, we have entered into independent contractor agreements with each of our Chief Executive Officer and our Chief Operating Officer, as discussed below, pursuant to which they are compensated for their services to us.

Consulting Agreements with our Chief Executive Officer and Chief Operating officer

Effective February 1, 2011, we entered into an independent contractor consulting agreement with James Davidson pursuant to which we agreed to pay to Mr. Davidson $5,000 per month for 12 months beginning February 1, 2011 for his services rendered to us as our Chief Executive Officer. That agreement was amended effective June 1, 2011, reducing Mr. Davidson’s compensation to $2,000 per month. It was renewed for an additional 12 months beginning February 1, 2012 and February 1, 2013.

Effective January 17, 2011, we entered into an independent contractor consulting agreement with George Duggan pursuant to which we agreed to pay to Mr. Duggan $2,500 per month for 12 months beginning January 17, 2011 for his services rendered to us as our Chief Operating Officer. This agreement was renewed for an additional 12 months beginning January 17, 2012 and January 17, 2013.

Each of these agreements runs for a term of 12 months and may be extended by agreement of the parties. Each agreement may be terminated by us for cause during its term or for any reason after the first 12 months upon five days prior notice, and by the executive officer for any reason upon 30 days prior notice. We have also agreed to reimburse the executives for all reasonable pre-approved out-of-pocket expenses incurred in connection with their performance under the agreements.

Compensation of Directors

Neither of our directors receives any cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments. As of the date hereof, there were no other arrangements between us and our directors that resulted in our making payments to either of our directors for any services provided to us by them as Directors.

On July 27, 2011, we granted options to purchase 1,000,000 shares of our common stock to our non-employee director. These options have a 10-year term and were granted with an exercise price of $0.09 per share. One third of these options, or 333,333, vested on the date of the grant, with the remaining two thirds vesting on the first and second anniversaries of the date of grant. All vested options are exercisable, in full or in part, at any time after vesting, until termination.

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The following table sets forth information regarding compensation accrued to our directors for the year ended January 31, 2013.

Director Compensation

Name	Fees  earned or  paid in  cash ($)		Stock  awards ($)		Option  awards  (1) ($)		Non- equity  incentive  plan compensa- tion ($)		Nonqualified  deferred  compensation  earnings ($)		All  other  compen- sation ($)		Total ($)
David Rector		-		-		89,997		-		-		-		89,997

(1) Option awards expense as reported here and in our financial statements has been recorded in accordance with the FASB ASC Codification.

Equity Compensation Plan Information

Our Board of Directors and stockholders owning a majority of our outstanding shares adopted our 2007 Plan, which originally reserved a total of 3,000,000 shares of our common stock for issuance.  In December 2010, the number of shares reserved for issuance under the 2007 Plan was increased by the Board to 16,000,000 shares of common stock, subject to adjustment under certain circumstances. This increase was approved by our then-majority stockholder. If an incentive award granted under the 2007 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2007 Plan. 

In addition, the number of shares of Common Stock subject to the 2007 Plan, any number of shares subject to any numerical limit in the 2007 Plan, and the number of shares and terms of any incentive award are expected to be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, split-up, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares or similar transaction.

Administration

It is expected that the Compensation Committee of our Board of Directors, or the Board of Directors in the absence of such a committee, will administer the 2007 Plan.  Subject to the terms of the 2007 Plan, the Compensation Committee would have complete authority and discretion to determine the terms of awards under the 2007 Plan.

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Eligible Recipients

Any officer or other employee of the Company or its affiliates, or an individual that the Company or an affiliate has engaged to become an officer or employee, or a consultant or advisor who provides services to the Company or its affiliates, including a non-employee director of the Board, is eligible to receive awards under the 2011 Plan.

Grants

The 2007 Plan authorizes the grant to eligible recipients of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance grants intended to comply with Section 162(m) of the Internal Revenue Code (as amended, the “Code”) and stock appreciation rights, as described below:

· Options granted under the 2007 Plan entitle the grantee, upon exercise, to purchase a specified number of shares from us at a specified exercise price per share. The exercise price for shares of our common stock covered by an option cannot be less than the fair market value of the common stock on the date of grant unless agreed to otherwise at the time of the grant.

· Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance goals for restricted stock units.

· The compensation committee may make performance grants, each of which will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions.

· The 2007 Plan authorizes the granting of stock awards. The compensation committee will establish the number of shares of our common stock to be awarded and the terms applicable to each award, including performance restrictions.

· Stock appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number of shares of our common stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of common stock on the date of exercise of the SAR and the market price of a share of common stock on the date of grant of the SAR.

Duration, Amendment and Termination

The Board has the power to amend, suspend or terminate the 2007 Plan without stockholder approval or ratification at any time or from time to time.  No change may be made that increases the total number of shares of our common stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such change is authorized by our stockholders within one year. Unless sooner terminated, the 2007 Plan would terminate ten years after its adoption.

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Outstanding Equity Awards at Fiscal Year Ended January 31, 2013

On July 27, 2011, the Company granted options to purchase 11,000,000 shares of its common stock to certain of its officers, consultants and its outside director. These options have a 10-year term and were granted with an exercise price of $0.09, the fair market value of our common stock on the date of grant, as determined by our Board of Directors, based on the closing price of the Common Stock on the OTB Bulletin Board on the date of grant. The one third of these options, or 3,666,667, vested on the date of the grant, with the remaining two thirds vesting on the first and second anniversaries of the date of grant. All vested options are exercisable, in full or in part, at any time after vesting, until termination. No additional options have been granted since July 27, 2011.

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 securities known by us as of May 7, 2013 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.

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. Information given with respect to beneficial owners who are not officers or directors of ours is to the best of our knowledge. However, as we do not have a class of stock registered under the Exchange Act, beneficial owners of our securities are not required to file Williams Act or Section 16 reports, which limits our ability to determine whether a person or entity is a beneficial owner of more than 5% of our common stock and the extent of any such beneficial owner’s holdings or the relationships among beneficial owners.

The percentages of common stock 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.

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Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership (a)			Percent of Class (b)
James D. Davidson, III 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011	Common Stock		10,314,292	(1)		8.9	%
George Duggan 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011	Common Stock		3,094,042	(2)		2.7	%
All directors and executive officers as a group (2 persons)	Common Stock		13,408,334			11.5	%
Sandor Capital Master Fund LP 2828 Routh Street, Suite 500 Dallas, TX 75201	Common Stock		13,958,333	(3)		11.6	%
Michael Baybak 4515 Oceanview Blvd. La Cañada, CA 91011	Common Stock		11,518,974	(4)		9.9	%
Barry Honig 4400 Biscayne Blvd., #850 Miami, FL 33137	Common Stock		11,518,974	(5)		9.9	%
Gottbetter & Partners, LLP 488 Madison Avenue, 12th Floor New York, NY 10022	Common Stock		11,518,974	(6)		9.9	%
Fitel Nominees Limited 11 St. James Square Manchester M2 6WH UK	Common Stock		8,002,208	(7)		6.8	%
Dragon Equities Limited c/o Haywood Securities Inc. 200 Burrard Street, Suite 700 Vancouver, BC V6C 3A6	Common Stock		9,062,500	(8)		7.7	%
Brio Capital L.P. 401 East 34th St., Suite South 33C New York, NY 10016	Common Stock		6,041,667	(9)		5.2	%
Dharma Fund PCC Limited 207 Neptune House Marina Bay, Gibraltar	Common Stock		6,041,667	(10)		5.2	%
E&P Fund Ltd. c/o Nemo Asset Management PO Box 60374 Abu Dhabi, U.A.E.	Common Stock		6,041,667	(11)		5.2	%
Michael & Betsy Brauser TBE 3164 NE 31st Avenue, Lighthouse Point, FL 33064	Common Stock		8,870,207	(12)		7.5	%

* Less than 1%.

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a. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes having or sharing voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of May 7, 2013, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

b. Percentages are based on 115,201,260 shares of Common Stock issued and outstanding as of May 7, 2013.

1. Includes 666,667 shares of our common stock issuable upon the exercise of options that are exercisable within 60 days.

2. Includes 666,667 shares of our common stock issuable upon the exercise of options that are exercisable within 60 days.

3. Includes 4,708,333 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. John S. Lemak has the power to vote and dispose of the shares owned by Sandor Capital Master Fund, L.P.

4. Includes 1,333,334 shares of our common stock issuable upon the exercise of options that are exercisable within 60 days held by Michael Baybak. Includes 915,515 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days held by Baybak Family Partners, Ltd., a Colorado family limited partnership (“BFP”). Does not include (a) 3,167,818 shares of our common stock issuable upon the exercise of warrants held by BFP, which warrants contain a customary 9.9% blocker provision and, thus, are not exercisable within 60 days, and (b) 8,000,000 shares of our common stock issuable upon the conversion of 8,000,000 shares of our Series A Preferred Stock held by BFP, which preferred shares also contain a 9.9% blocker and, thus, are not convertible within 60 days. As general partner of BFP, Michael Baybak has voting and investment power with respect to the shares owned by BFP.

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5. Includes 1,333,334 shares of our common stock issuable upon the exercise of options that are exercisable within 60 days. Includes 828,140 shares of our common stock issuable upon the conversion of shares of our Series A Preferred Stock held by GRQ Consultants, Inc. 401K (“GRQ”). Barry Honig has voting and investment power with respect to the shares owned by GRQ. Includes (a) 3,062,500 and 375,000 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days held by GRQ and Barry Honig, respectively. Does not include 5,171,860 shares of our common stock issuable upon the conversion of shares of our Series A Preferred Stock held by GRQ, which preferred shares also contain the 9.9% blocker and, thus, are not convertible within 60 days.

6. Includes 1,300,000 shares of our common stock held by Gottbetter Capital Group, Inc. Adam Gottbetter has voting and investment power with respect to the shares owned by Gottbetter Capital Group, Inc. and by Gottbetter & Partners, LLP (“G&P”). Includes 3,756,914 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days held by G&P. Does not include (a) 701,419 shares of our common stock issuable upon the exercise of warrants held by G&P, which warrants contain a customary 9.9% blocker provision and, thus, are not exercisable within 60 days, and (b) 8,000,000 shares of our common stock issuable upon the conversion of 8,000,000 shares of our Series A Preferred Stock held by G&P, which preferred shares also contain a 9.9% blocker and, thus, are not convertible within 60 days.

7. Includes 2,702,208 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. D.M. Barrow has the power to vote and dispose of the shares owned by Fitel Nominees Limited.

8. Includes 3,062,500 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. Fuad Sillam has the power to vote and dispose of the shares owned by Dragon Equities Limited.

9. Includes 2,041,667 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. Shaye Hirsch has the power to vote and dispose of the shares owned by Brio Capital L.P.

10. Includes 2,041,667 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. Jean-Francois Campos has the power to vote and dispose of the shares being registered on behalf of Dharma Fund PCC Limited.

11. Includes 2,041,667 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days. Christian Naville and Oliver Couriol have the power to vote and dispose of the shares being registered on behalf of E and P Fund Ltd.

12. Includes 2,416,667 shares of our common stock issuable upon the exercise of warrants that are exercisable within 60 days.

Changes in Control

Not Applicable.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part II, Item 5 above.

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

Compensation of Officers and Directors

Effective February 1, 2011, we entered into an independent contractor consulting agreement with James Davidson pursuant to which we agreed to pay to Mr. Davidson $5,000 per month for 12 months beginning February 1, 2011 for his services rendered to us as our Chief Executive Officer. That agreement was amended such that effective June 1, 2011, we reduced Mr. Davidson’s compensation to $2,000 per month. Since then, the agreement with Mr. Davidson was renewed annually for an additional 12 months. The latest renewal was effective on February 1, 2013. We incurred $36,000 in costs under this agreement for the year ended January 31, 2012 and $24,000 for the year ended January 31, 2013. As of January 31, 2013, the outstanding payable to Mr. Davidson was $24,000, which was recorded as other accrued liabilities - related party in our consolidated balance sheets.

Effective January 17, 2011, we entered into an independent contractor consulting agreement with George Duggan pursuant to which we agreed to pay to Mr. Duggan $2,500 per month for 12 months beginning January 17, 2011 for his services rendered to us as our Chief Operating Officer. The agreement with Mr. Duggan was renewed for an additional 12 months beginning January 17, 2012 and January 17, 2013. We incurred $30,000 in fees under this agreement for each of the years ended January 31, 2013 and 2012. As of January 31, 2013, the outstanding payable to Mr. Duggan was $32,500, which was recorded as other accrued liabilities - related party in our consolidated balance sheets.

Our total officers and director fees were $66,000 for each of the years ended January 31, 2013 and 2012, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses in our consolidated statements of expenses.

Legal, Consulting and Other Professional Fees

Effective December 1, 2010, we entered into a 12 month retainer agreement with Gottbetter & Partners, LLP, a beneficial holder of more than 5% of our outstanding common stock, pursuant to which we paid Gottbetter & Partners, LLP a monthly fee of $5,500 for providing to us legal services relating to SEC regulatory compliance and reporting requirements. After the agreement expired in November 2011, the stockholder continued to provide these legal services at $6,000 per month. For the years ended January 31, 2013 and 2012, we incurred $76,500 and $60,500 under this agreement. Gottbetter & Partners, LLP continued to provide these legal services at $6,000 per month in the year 2013 and 2012. Additionally, we agreed to pay Gottbetter & Partners, LLP a flat fee of $50,000 for Gottbetter & Partners, LLP’s legal representation relating to our acquisition of the AuroTellurio Property from Mexivada, such fee to be paid as services relating to this acquisition were provided.  We reached the maximum payment of $50,000 under this agreement as of October 31, 2011. 

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We also agreed to pay Gottbetter & Partners, LLP a flat fee of $50,000 payable upon SEC effectiveness for the preparation and filing of the resale registration statement of the Form S-1 covering the shares of our common stock contained in the units and underlying the warrants contained in the units sold in our 2010/2011 Private Placement and registered herein. 

For the years ended January 31, 2013 and 2012, our total professional legal fees paid to Gottbetter & Partners, LLP were $180,343 and $150,550, respectively.  The legal fees primarily related to SEC filings and other general corporate matters and were included as a component of general and administrative expenses and acquisition-related costs in our consolidated statements of expenses. A total of $95,862 and $0 outstanding payable for legal services provided by Gottbetter & Partners, LLP was included in our consolidated balance sheets as of January 31, 2013 and 2012, respectively.

In January 2011, we entered into an administrative services agreement with Incorporated Communications Services (“ICS”), a California corporation. George Duggan, our Chief Operations Officer, is the Vice President of ICS. Pursuant to the agreement with ICS, ICS provides us with office to serve as our corporate headquarters and communications office space at its address in La Cañada, California, and provides us with basic administrative services, including coordinating and routing incoming telephone calls, handling investor inquiries, assisting in the preparation of press releases, developing an informational website and coordinating with our auditors and our financial statement preparers. We pay ICS a monthly fee of $6,000 for these services. Our agreement with ICS became effective January 1, 2011, and ran for an initial term of 12 months. This agreement was extended by the parties for an additional 12 months beginning January 1, 2012 and January 1, 2013.  It may be further extended or terminated by the parties upon 60 days prior notice. We incurred $72,000 and $72,000 in management fees for the years ended January 31, 2013 and 2012, respectively, which were included as a component of our general and administrative expenses. Additionally, we reimbursed ICS for the expenses related to the services provided of $11,816 and $9,291 for the years ended January 31, 2013 and 2012, respectively. As of January 31, 2013 and 2012, the outstanding payable to ICS was $0 and $0, respectively.  Other than Mr. Duggan who is the Vice President of ICS but owns no stock in ICS, none of our shareholders is affiliated with ICS.

Effective June 6, 2011, we entered into an independent contractor consulting agreement with Michael Baybak, a beneficial holder of more than 5% of our outstanding common stock, pursuant to which we agreed to pay to Mr. Baybak $6,000 per month for 24 months beginning June 6, 2011. Mr. Baybak provides us with consulting advice with respect to the management of our mining and exploration operations.  We incurred $72,000 and $48,000 in consulting fees related to this agreement for the year ended January 31, 2013 and January 1, 2012, respectively, which were included as a component of general and administrative expenses. As of January 31, 2013 and January 31, 2012, the outstanding payable to Mr. Baybak was $2,500 and $0, respectively.

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Mr. Baybak owns and operates a Florida-based consulting firm, Michael Baybak & Co., Inc., which specializes in corporate communications and management consulting services to North American resource exploration and development companies in both the US and Canada. Over the past 34 years, Mr. Baybak has had extensive experience in advising all categories of such companies with respect to corporate communications and marketing, professional personnel development, and best management practices.  Although not a professional geologist by training, Mr. Baybak has worked extensively with professional geologists on a significant number of projects, assisting them with, among other things, understanding and meeting compliance and disclosure requirements mandated by US and Canadian disclosure laws. He is a graduate of Columbia University and attended Yale Law School.

Loans to the Company

On September 9, 2009, each of Michael Baybak, James Davidson, Barry Honig and Gottbetter Capital Group, Inc. lent us $2,500, for an aggregate of $10,000, for working capital purposes. These unsecured loans carried no interest and were due on September 9, 2010.

On December 10, 2009, each of Michael Baybak, James Davidson, Barry Honig and Gottbetter Capital Group, Inc. lent us $2,500, for an aggregate of $10,000, for working capital purposes. These unsecured loans carried an interest rate of ten percent (10%) per annum and were due on December 9, 2010.

In March 2010, in exchange for working capital loans to us, we issued unsecured promissory notes in the amount of $3,000 to each of Michael Baybak, James Davidson and Barry Honig, and in the amount of $2,500 to Gottbetter Capital Group, Inc. These notes carried an interest rate of ten percent (10%) per annum and were due in March 2011, one year from the issue date.

All of the notes and loans referenced above were amended to require their mandatory conversion on the initial closing of our 2010/2011 Private Placement and were so converted on December 22, 2010 at a price of $0.025 per share into an aggregate of 1,260,000 shares of our common stock (320,000 shares to each of Messrs. Baybak, Davidson and Honig and 300,000 shares to Gottbetter Capital Group, Inc.). Interest on the December 10, 2009 notes and on the March 10, 2010 notes was forgiven as part of the conversion amendment.

On June 16, 2010, in exchange for a working capital loans to us, we issued an additional unsecured promissory note in the amount of $10,000 to Gottbetter & Partners, LLP. This note carried an interest rate of ten percent (10%) per annum and was due on June 15, 2011. On September 16, 2010, this note was modified whereby the interest rate was reduced to zero and the term of the loan was revised to September 15, 2011. In addition, a conversion option was added whereby the note was convertible at the holder’s option at $0.03 and mandatorily convertible at a lower rate of $0.025 upon the initial closing of our 2010/2011 private placement. Also on September 16, 2010, we issued an additional unsecured promissory note in the amount of $5,000 to Gottbetter & Partners, LLP, although the $5,000 loan was not received by us until December 22, 2010. This note carried no interest and was due on September 15, 2011 unless earlier converted on an optional basis at $0.03 per share or on a mandatory basis at a price of $0.025 per share on the initial closing of our 2010/2011 Private Placement. These two notes were converted on the initial closing of our 2010/2011 Private Placement on December 22, 2010 into 600,000 shares of our common stock.

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On September 15, 2010, in exchange for working capital loans to us, we issued additional unsecured promissory notes in the amount of $15,000 to each of Michael Baybak, James Davidson and Barry Honig. These notes carried no interest and were due on September 15, 2011 unless earlier converted on an optional basis at $0.03 per share or on a mandatory basis at a price of $0.025 per share on the initial closing of our 2010/2011 Private Placement. These notes were converted on the initial closing of our 2010/2011 Private Placement on December 22, 2010 into an aggregate of 1,800,000 shares of our common stock (600,000 shares to each of Messrs. Baybak, Davidson and Honig).

Michael Baybak is a beneficial owner of more than five percent (5%) of our common stock and is a consultant to us. Barry Honig is a beneficial owner of more than five percent (5%) of our common stock. James Davidson is our Chief Executive Officer and our sole director. Gottbetter & Partners, LLP is a beneficial owner of more than five percent (5%) of our common stock and our legal counsel. Gottbetter & Partners, LLP and Gottbetter Capital Group, Inc. are both owned by Adam S. Gottbetter.

Securities Purchases and Issuances

Baybak Family Partners, Ltd. purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in our 2010/2011 Private Placement for an aggregate investment of $200,000. Michael Baybak has voting and investment power with respect to the shares owned by Baybak Family Partners, Ltd.

GRQ Consultants, Inc. 401K purchased 6,000,000 units (including Series A Preferred Stock instead of common stock) in our 2010/2011 Private Placement for an aggregate investment of $150,000. Barry Honig has voting and investment power with respect to the shares owned by GRQ Consultants, Inc. 401K.

Gottbetter & Partners, LLP purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in our 2010/2011 Private Placement for an aggregate investment of $200,000. Adam S. Gottbetter has voting and investment power with respect to the shares owned by Gottbetter & Partners, LLP.

On March 16, 2012, we closed a private placement offering, pursuant to which we sold 4,250,000 Units of our securities for gross proceeds of $170,000, at an offering price of $0.04 per Unit (the March 2012 Unit Offering”). Each of these Units consisted of one share of our common stock and a warrant to purchase one-half share of our common stock at an exercise price of $0.06 per whole share. These warrants are exercisable for twenty four (24) months from the date of issuance. Barry Honig purchased 750,000 of the units in the March 2012 Unit Offering for an aggregate investment of $30,000. Gottbetter & Partners, LLP purchased 750,000 of the units in the March 2012 Unit Offering for an aggregate investment of $30,000.

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Other than as disclosed immediately above, 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, 2013 and 2012, are set forth in the table below:

Fee Category	Fiscal year ended January 31, 2013		Fiscal year ended January 31, 2012
Audit fees (1)	$	28,000	$	20,300
Audit-related fees (2)		-		-
Tax fees (3)		-		-
All other fees (4)		-		-
Total fees	$	28,000	$	20,300

(1) Audit fees consist 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 consist 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.”

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

(4) All other fees consist 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 Exchange Act 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.

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PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

The consolidated financial statements of California Gold Corp. 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	3.1	Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on March 9, 2009 (3)
3.3	10.3	Certificate of Designation of Series A Convertible Preferred Stock as filed with the Nevada Secretary of State on December 23, 2010 (4)
3.4	10.4	Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on December 30, 2010 (5)
3.5	3.2	By-Laws of Registrant (6)
4.1	10.17	Form of Investor Warrant dated July 11, 2007, for purchase of Registrant’s common stock (expired) (1)
4.2	10.3	Reversal Loan Promissory Note dated August 8, 2007 between the Registrant and Cromwell Uranium Holdings, Inc. (7)
4.3	4.3	Form of 0% Promissory Note of the Registrant dated September 9, 2009, with Investor Schedule (17)

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Exhibit No.	SEC Report Reference Number	Description
4.4	4.4	Form of 10% Promissory Note of the Registrant dated December 10, 2009, with Investor Schedule (17)
4.5	4.5	Form of 10% Promissory Note of the Registrant dated March 22, 2010, with Investor Schedule (17)
4.6	4.6	Form of 0% Convertible Promissory Note of the Registrant dated September 16, 2010, with Investor Schedule (17)
4.7	4.7	Form of Investor Warrant Dated December, 2010 for purchase of Registrant’s common stock, with Schedule of Investors (17)
4.8	4.8	Form of Investor Warrant Dated March 16, 2012 for purchase of Registrant’s common stock, with Schedule of Investors (17)
5.1	5.1	Opinion of Erwin & Thompson LLP (17)
10.1	10.1	Registrant’s 2007 Stock Option Plan adopted June 15, 2007, as amended December 21, 2010 (12)
10.2	10.2	Form of 2007 Stock Option Plan Option Agreement, with Schedule of Option Recipients (17)
10.3	10.15	Registration Rights Agreement dated July 11, 2007 among Registrant and the persons named therein (1)
10.4	10.1	Reversal Agreement dated August 8, 2007 between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (2)
10.5	10.2	Reversal Loan and Control Share Pledge and Security Agreement dated August 8, 2007 between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (2)
10.6	10.1	Restricted Stock Purchase Agreement dated November 12, 2007 between the Registrant and James D. Davidson (9)
10.8	10.8	Form of 12 month 0% Promissory Note Loan Agreement dated September __, 2009 by and among the Registrant and the Lenders named therein, with Schedule of Lenders (17)

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Exhibit No.	SEC Report Reference Number	Description
10.9	10.9	Form of 12 month 10% Promissory Note Loan Agreements dated December __, 2009 and March __, 2010 by and among the Registrant and the Lenders named therein, with Schedule of Lenders (17)
10.10	10.10	Form of 12 month 0% Convertible Promissory Note Loan Agreement dated September __, 2010 by and among the Registrant and the Lenders named therein, with Schedule of Lenders (17)
10.11	10.11	Form of Amendment to Promissory Notes Agreement dated October 29, 2010 by and among the Registrant and the Lenders named therein, with schedule of Amendments (17)
10.12	10.12	Form of Subscription Agreement among the Registrant, Gottbetter & Partners, as Escrow Agent, and Purchasers of Registrant’s common stock, with Schedule of Purchasers (17)
10.13	10.13	Form of Subscription Agreement among the Registrant, Gottbetter & Partners, as Escrow Agent, and Purchasers of Registrant’s Series A preferred Stock, with Schedule of Purchasers (17)
10.14	10.5	Subscription Agreement Addendum of the Registrant dated December 22, 2010 (4)
10.15	10.15	Share Cancellation Agreement dated December 22, 2010 between the Registrant and James D. Davidson (12)
10.16	10.16	Consulting Agreement dated October 15, 2010 between the Registrant and Edward Karr (12)
10.17	10.17	Settlement Agreement dated December 15, 2010 between the Registrant and Gottbetter & Partners, LLP (12)
10.18	10.18	Administrative Services Agreement dated January 1, 2011 between the Registrant and Incorporated Communications Services (12)
10.19	10.19	Consulting Agreement dated January 17, 2011 between the Registrant and George Duggan (12)
10.20	10.20	Consulting Agreement dated January 18, 2011 between the Registrant and Melechdavid Inc. (16)
10.21	10.21	Consulting Agreement dated January 28, 2011 between the Registrant and James D. Davidson (12)

68

Exhibit No.	SEC Report Reference Number	Description
10.22	10.22	Property Option Agreement dated February 11, 2011 among the Registrant, Mexivada Mining Corp. and the other parties named therein (12)
10.22A	10.22	Binding Offer Letter Agreement between the Registrant and Mexivada Mining Corp. dated October 5, 2010, as amended November 21, 2010 (Schedule B to Exhibit 10.22) (12)
10.23	10.23	Surface Rights Agreement dated May 2011 (English translation) (16)
10.24	10.24	Amendment dated June 6, 2011 to Consulting Agreement dated January 28, 2011 between the Registrant and James D. Davidson (13)
10.25	10.25	Consulting Agreement dated June 6, 2011 between the Registrant and Michael Baybak (13)
10.26	10.26	Airborne Geophysical Survey Agreement dated November 4, 2011 between the Registrant and MPX Geophysics Ltd., with Schedules (15)
10.27	10.27	Agreement dated March 19, 2012 by and between the Registrant and American Strategic Minerals Corporation (15)
10.27A	10.27A	Agreement dated March 19, 2012 by and between the Registrant and American Strategic Minerals Corporation (executed copy) (16)
10.28	10.28	Form of March 2012 Unit Subscription Agreement among the Registrant, Gottbetter & Partners, as Escrow Agent, and Purchasers, with Schedule of Purchasers (17)
14.1	14.1	Code of Ethics (1)
16.1	16.1	Letter from Davis Accounting Group, P.C., dated July 8, 2010 to the SEC regarding statements included in Form 8-K (11)
21	21	List of Subsidiaries (12)
23.1	23.1	Letter of Consent from Independent Registered Public Accounting Firm, MaloneBailey, LLP (14)

69

Exhibit No.	SEC Report Reference Number	Description
101.INS	*	XBRL Instance Document***
101.SCH	*	XBRL Taxonomy Extension Schema Document***
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document***
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document***
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document***
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document***
23.2	23.2	Letter of Consent from Erwin & Thompson LLP (included in Exhibit 5.1) (17)
31.1/31.2	*	Certification of Principal Executive and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2	*	Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

*    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.

** This XBRL exhibit 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.

(1) Filed with the SEC 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 SEC 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.

70

(3) Filed with the SEC 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.

(4) Filed with the SEC on December 30, 2010, 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 SEC on January 18, 2011, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K/A-1, which exhibit is incorporated herein by reference.

(6) Filed with the SEC 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.

(7) Filed with the SEC 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.

(8) Filed with the SEC on June 14, 2010, 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.

(9) Filed with the SEC on November 11, 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.

(10) Filed with the SEC 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.

(11) Filed with the SEC on July 9, 2010, 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.

(12) Filed with the SEC on May 17, 2011, as an exhibit, numbered as indicated above, to the Registrant’s annual report (SEC File No. 333-134549) on Form 10-K, which exhibit is incorporated herein by reference.

(13) Filed with the SEC on August 10, 2011, 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.

71

(14) Filed with the SEC on February 10, 2012 as an exhibit, numbered as indicated above, to the Registrant’s Registration Statement on Form S-1, which exhibit is incorporated herein by reference.

(15) Filed with the SEC on December 26, 2012 as an exhibit, numbered as indicated above, to the Registrant’s Registration Statement on Form S-1, Amendment No. 3, which exhibit is incorporated herein by reference.

(16) Filed with the SEC on February 12, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Registration Statement on Form S-1, Amendment No. 4, which exhibit is incorporated herein by reference.

(17) Filed with the SEC on March 8, 2013 as an exhibit, numbered as indicated above, to the Registrant’s Registration Statement on Form S-1, Amendment No. 5, which exhibit is incorporated herein 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.

72

SIGNATURES

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

		CALIFORNIA GOLD CORP.
Dated: May 7, 2013	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 7, 2013
James D. Davidson

73

PART IV – FINANCIAL INFORMATION

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of January 31, 2013 and 2012	F-3
Consolidated Statements of Expenses for the years ended January 31, 2013 and 2012 and for the period from April 19, 2004 (inception) through January 31, 2013	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the period from April 19, 2004 (inception) through January 31, 2013	F-5
Consolidated Statements of Cash Flows for the years ended January 31, 2013 and 2012 and for the period from April 19, 2004 (inception) through January 31, 2013	F-7
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

California Gold Corp.

(An Exploration Stage Company)

La Cañada, California

We have audited the accompanying consolidated balance sheets of California Gold Corp. and its subsidiary (an exploration stage company) (collectively, the “Company”) as of January 31, 2013 and 2012, and the related statements of expenses, stockholders’ deficit, and cash flows for the years then ended and for the period from inception (April 19, 2004) through January 31, 2013. These financial statements are the responsibility of California Gold Corporation’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). Those standards require that we plan and perform an audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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. and its subsidiary as of January 31, 2013 and 2012 and the results of their expenses and their cash flows for the years then ended and for the period from inception (April 19, 2004) through January 31, 2013 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 Note3 to the financial statements, the Company has a working capital deficit as of January 31, 2013 and has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

May 7, 2013

F-2

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	January 31,  2013			January 31,  2012
ASSETS
Current assets:
Cash	$	259,200		$	828,181
Other receivables		-			5,907
Prepaid expenses		16,283			27,556
Total current assets		275,483			861,644
Property and equipment, net		6,104			7,865
Mining rights		91,250			47,500
Total assets	$	372,837		$	917,009
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	47,466		$	50,333
Accounts payable - related party		101,873			-
Derivative liabilities		327,661			1,817,100
Other accrued liabilities - related party		56,500			2,500
Total current liabilities		533,500			1,869,933
Total  liabilities		533,500			1,869,933
Stockholders' deficit:
Preferred stock, par value $0.001 per share, 22,000,000 shares authorized; 22,000,000 shares issued and outstanding		22,000			22,000
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 115,201,260 and 109,451,260 shares issued and outstanding at January 31, 2013 and 2012, respectively		115,201			109,451
Additional paid-in capital		2,534,588			2,037,546
Deficit accumulated during the exploration stage		(2,832,452	)		(3,121,921	)
Total stockholders' deficit		(160,663	)		(952,924	)
Total liabilities and stockholders' deficit	$	372,837		$	917,009

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

F-3

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF EXPENSES

	Year Ended January 31, 2013			Year Ended January 31, 2012			April 19,  2004 (Inception) to January 31, 2013
Expenses:
Mineral property expenses	$	233,718		$	355,653		$	667,473
Bad debt expense		-			-			559,483
Depreciation expense		1,761			944			2,705
General and administrative expenses		1,066,824			940,985			3,155,990
Total operating expenses		1,302,303			1,297,582			4,385,651
Loss from operations		(1,302,303	)		(1,297,582	)		(4,385,651	)
Other income (expenses):
Interest income		938			2,060			3,289
Interest expense		-			-			(1,763	)
Realized and unrealized gain on derivatives, net		1,591,424			1,032,704			1,561,881
Amortization of debt discount		-			-			(9,618	)
Foreign currency exchange loss		(590	)		-			(590	)
Total other income (expenses)		1,591,772			1,034,764			1,553,199
Net income (loss)	$	289,469		$	(262,818	)	$	(2,832,452	)
Income (loss) per common share:
Income (loss) per common share - basic and diluted	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		114,401,945			104,474,612

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

F-4

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

														Deficit
											Additional			Accumulated During the
	Common Stock						Preferred Stock				Paid-In			Exploration
	Shares			Amount			Shares		Amount		Capital			Stage			Total
Balance - April 19, 2004 (inception)		-		$	-			-	$	-	$	-		$	-		$	-
Loss for the year ended January 31, 2005		-			-			-		-		-			-			-
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
Loss for the year ended January 31, 2006		-			-			-		-		-			(29,275	)		(29,275	)
Balance - January 31, 2006		55,753,000		$	55,753			-	$	-	$	18,647		$	(29,275	)	$	45,125
Loss for the year ended January 31, 2007		-			-			-		-		-			(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		31,000,002			31,000			-		-		-			-			31,000
Common stock issued for convertible debentures		1,190,000			1,190			-		-		593,810			-			595,000
Contributed capital for donated services		-			-			-		-		235,668			-			235,668
Loss for the year ended January 31, 2008		-			-			-		-		-			(935,664	)		(935,664	)
Balance - January 31, 2008 (unaudited)		56,193,002		$	56,193			-	$	-	$	881,875		$	(986,097	)	$	(48,029	)
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
Common stock issued for cash		120,000			120			-		-		59,880			-			60,000
		-			-			-		-		-			-			-
Loss for the year ended January 31, 2009		-			-			-		-		-			(75,062	)		(75,062	)
Balance - January 31, 2009		58,313,002		$	58,313			-	$	-	$	959,755		$	(1,061,159	)	$	(43,091	)
Cancellation of common stock		(250,000	)		(250	)		-		-		250			-			-
Loss for the year ended January 31, 2010		-			-			-		-		-			(182,521	)		(182,521	)
Balance - January 31, 2010		58,063,002		$	58,063			-	$	-	$	960,005		$	(1,243,680	)	$	(225,612	)
Common stock issued for services		4,500,000			4,500			-		-		229,945			-			234,445
Cancellation of common stock		(15,000,000	)		(15,000	)		-		-		(48,000	)		-			(63,000	)

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

F-5

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

													Deficit
													Accumulated
										Additional			During the
	Common Stock					Preferred Stock				Paid-In			Exploration
	Shares			Amount		Shares		Amount		Capital			Stage			Total
Common stock, preferred stock, and derivative warrants instruments sold in private placement offering at $0.025 per share, less offering costs of $15,500		41,478,258			41,478		22,000,000		22,000		1,523,478			-			1,586,956
Derivatives resulting on above stock issued											(1,323,133	)					(1,323,133	)
Common stock issued for convertible notes		3,660,000			3,660		-		-		179,205			-			182,865
Contribution to capital on forgiveness of related party debt		-			-		-		-		157,291						157,291
Loss for the year ended January 31, 2011		-			-		-		-		-			(1,615,423	)		(1,615,423	)
Balance - January 31, 2011		92,701,260		$	92,701		22,000,000	$	22,000	$	1,678,791		$	(2,859,103	)	$	(1,065,611	)
Stock-based compensation		500,000			500		-		-		505,039			-			505,539
Common stock and warrants sold in over-allotment offering at $0.025 per share, less offering costs totaling $3,500		16,000,000			16,000		-		-		380,500			-			396,500
Derivatives resulting on above warrants issued		-			-		-		-		(544,034	)		-			(544,034	)
Common stock issued for acquisition of mining rights at $0.001 per share		250,000			250		-		-		17,250			-			17,500
Loss for the period ended January 31, 2012		-			-		-		-		-			(262,818	)		(262,818	)
Balance - January 31, 2012		109,451,260		$	109,451		22,000,000	$	22,000	$	2,037,546		$	(3,121,921	)	$	(952,924	)
Stock-based compensation		2,250,000			1,250		-		-		431,527			-			432,777
Common stock and warrants sold in private placement offering at $0.04 per share, less offering costs totaling $1,750		4,250,000			4,250		-		-		164,000			-			168,250
Derivatives resulting on above warrants issued		-			-		-		-		(101,985	)		-			(101,985	)
Common stock issued for acquisition of mining rights at $0.015 per share		250,000			250		-		-		3,500			-			3,750
Cancellation of common stock		(1,000,000	)		-		-		-		-			-			-
Income for the period ended January 31, 2013		-			-		-		-		-			289,469			289,469
Balance - January 31, 2013		115,201,260		$	115,201		22,000,000	$	22,000	$	2,534,588		$	(2,832,452	)	$	(160,663	)

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

F-6

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended January 31, 2013			Year Ended January 31, 2012			April 19, 2004 (Inception) to January 31, 2013
Cash flows from operating activities:
Net income (loss)	$	289,469		$	(262,818	)	$	(2,832,452	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		1,761			944			2,705
Stock-based compensation		125,000			-			125,000
Stock-based compensation - related party		307,777			505,539			1,316,429
Amortization of debt discount		-			-			9,618
Unrealized and realized gain on derivatives, net		(1,591,424	)		(1,032,704	)		(1,561,881	)
Changes in operating assets and liabilities:
Other receivables		5,907			(5,907	)		-
Prepaid expenses		11,273			(27,556	)		(16,283	)
Prepaid expenses - related party		-			33,784			-
Accounts payable		(2,867	)		23,204			(10,881	)
Accounts payable - related party		101,873			(52,250	)		259,538
Other accrued expenses - related party		54,000			-			56,642
Interest accrued on notes payable from related party		-			-			1,621
Net cash used in operating activities		(697,231	)		(817,764	)		(2,649,944	)
Cash flows from investing activities:
Purchase of property and equipment		-			(8,809	)		(8,809	)
Acquisition of mining rights		(40,000	)		(10,000	)		(70,000	)
Net cash used in investing activities		(40,000	)		(18,809	)		(78,809	)
Cash flows from financing activities:
Proceeds from related party loans		-			-			92,430
Proceeds from common and preferred stock issued, net of offering costs		168,250			396,500			2,958,523
Payments from cancellation of common stock		-			-			(63,000	)
Net cash provided by financing activities		168,250			396,500			2,987,953
Net increase (decrease) in cash		(568,981	)		(440,073	)		259,200
Cash - beginning of period		828,181			1,268,254			-
Cash - end of period	$	259,200		$	828,181		$	259,200
Supplemental disclosure of cash flow information:
Cash paid during the period for :
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash investing and financing activities:
Contributed capital - loss on extinguishment of debt owed to related party	$	-		$	-		$	374
Debt discount due to derivative liabilities	$	-		$	-		$	9,618
Contributed capital - payables settled by stockholder	$	-		$	-		$	157,665
Issuance of common stock for convertible notes	$	-		$	-		$	3,660
Re-class of derivatives related to convertible notes	$	-		$	-		$	91,365
Issuance of derivative warrant instruments	$	101,985		$	544,034		$	1,969,152
Related party note receivable write-off	$	-		$	-		$	557,927
Common stock cancellation	$	1,000		$	-		$	62,700
Issuance of common stock for acquisition of mining rights	$	3,750		$	17,500		$	21,250

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

F-7

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

California Gold Corp. (“California Gold” or the “Company”) is a Nevada corporation whose principal focus is the identification, acquisition and development of rare and precious metals mining properties in the Americas. The Company is still in the exploration stage and has not generated any revenues from its mining properties to date.

The Company was incorporated on April 19, 2004 under the name of Arbutus Resources Inc. On August 9, 2007, the Company changed its name to US Uranium Inc. On March 9, 2009, the Company changed its name to California Gold Corp.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All material intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2013 and 2012, and the reported revenues and expenses for the years then ended and cumulative from inception. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances.

Mineral Rights, Exploration and Development Costs

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. 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. As of January 31, 2013 and 2012, the Company capitalized $91,250 and $47,500, respectively, of costs to acquire an interest in mineral rights related to the AuroTellurio Property (Note 4).

F-8

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. During the years ended January 31, 2013 and 2012, the Company recorded $233,718 and $355,653 of mineral exploration and development expenditures, respectively. These expenditures were expensed as incurred and recorded as mineral property expenses in the Company’s consolidated statements of expenses.

Property and Equipment

The Company’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle.  Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred.  Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations.

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For the year ended January 31, 2013, the Company adopted the probability-weighted scenario analysis model. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

F-9

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

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

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

For the years ended January 31, 2013 and 2012, the Company recorded $432,777 and $505,539, respectively, in stock-based compensation as a component of general and administrative expenses.

Net Earnings (Loss) per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the year ended January 31, 2013, net earnings was reported and the Company included options and outstanding warrants to purchase 51,671,195 shares of common stock. However, the average market price of the common shares exceeded the exercise price of the options and warrants. As such, the options and warrants did not have a dilutive effect. For the year ended January 31, 2012, a net loss was reported and the Company excluded options and outstanding warrants to purchase 11,000,000 shares of common stock, as the effect would be anti-dilutive.

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.

F-10

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Acquisition-Related Costs

In the years ended January 31, 2013 and 2012, the Company incurred certain costs related to the AuroTellurio Acquisition (Note 4). Those costs included legal, valuation, travel, and other professional or consulting fees. The Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations. The costs were recognized as mineral property expenses in the periods in which the costs were incurred and the services received. The Company recorded $233,718 and $355,653 in those costs for the years ended January 31, 2012 and 2011, respectively.

New Accounting Pronouncements

The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements.

NOTE 3 - EXPLORATION STAGE ACTIVITIES AND GOING CONCERN

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

sustain the operations of the Company.

The Company’s activities through January 31, 2013 have been supported by debt and equity financing. It has a cumulative loss since inception of $2,832,452 as of January 31, 2013. 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 principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred a cumulative 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.

NOTE 4 - MINING RIGHTS

As of January 31, 2013 and January 31, 2012, the Company had $91,250 and $47,500, respectively, of mineral rights related to the AuroTellurio Property, discussed below.

On February 11, 2011, the Company entered into a property option agreement (the “AuroTellurio Option Agreement”) with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in Mexivada’s concessions comprising its AuroTellurio tellurium-gold-silver property (the “La Viuda Concessions,” the “AuroTellurio Property” or the “Property”) in Mexico.

Under the terms of the AuroTellurio Option Agreement, the Company will acquire up to an 80% legal and beneficial ownership interest in the AuroTellurio Property by making certain cash payments and share issuances to Mexivada and incurring certain exploration expenditures on the Property. See Note 13 for the Company’s commitments under the AuroTellurio Option Agreement.

F-11

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Mexivada and its Mexican subsidiary hold only the mineral rights in the AuroTellurio Property, which rights were granted by the government of Mexico. Neither Mexivada nor its Mexican subsidiary owns the real property rights to the land underlying the La Viuda Concessions. Prior to the first closing under the AuroTellurio Option Agreement on August 4, 2011, the Company obtained a surface rights agreement with the landowner on whose property the La Viuda Concessions are located to conduct its mineral exploration program. The agreement became effective June 17, 2011, runs for a term of 12 months and may be extended for two additional years under the same terms. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. In June 2012, the agreement was extended for an additional year.

On August 4, 2011, the Company conducted the first closing under the AuroTellurio Option Agreement. The purchase price for the first closing was $30,000 in cash and 250,000 common shares, fair valued at $17,500 based on the market price on the date of issuance. The $30,000 in cash includes the $20,000 deposits paid to Mexivada in December 2010 in connection with signing the binding offer letter agreement, which provided the Company with additional time to perform its due diligence, raise financing, and prepare a definite purchase agreement. At the closing, the Company paid the remaining $10,000 cash and issued the 250,000 common shares.

In exchange, the Company received from Mexivada four fully executed title deeds, each transferring to the Company a twenty percent (20%) interest in the La Viuda Concessions comprising the AuroTellurio Property, to be held in escrow by the Company's counsel until fully vested in accordance with their terms. If the Company defaults on its commitments under the AuroTellurio Option Agreement or otherwise determines not to proceed with the acquisition of the AuroTellurio Property, all unvested interests and related title deeds in the AuroTellurio Property will be returned to Mexivada.

On the first anniversary of the closing, the first $750,000 requirement per year was reached by the Company, per the AuroTellurio Option Agreement (Note 13). The Company made a payment of $40,000 on August 10, 2012 and issued 250,000 shares on August 28, 2012, fair valued at $3,750 based on the market price on the date of issuance. Having met all the required conditions, the first 20% interest in the La Viuda Concessions has vested in the Company as of August 28, 2012.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of January 31, 2013 and 2012:

	January 31, 2013			January 31, 2012
Vehicles	$	8,809		$	8,809
Less: accumulated depreciation		(2,705	)		(944	)
Property and equipment, net	$	6,104		$	7,865

Depreciation expense for the years ended January 31, 2013 and 2012 was $1,761 and $944, respectively, and is reflected in the total operating expenses of the Company.

F-12

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RELATED PARTY TRANSACTIONS

Compensation of Officers and Directors

Officers and director fees totaled $54,000 and $66,000 for the years ended January 31, 2013 and 2012, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses.

As of January 31, 2013 and January 31, 2012, the Company owed its officers and directors $56,500 and $2,500, respectively, which were recorded as other accrued liabilities - related party in its consolidated balance sheets.

Legal Fees

Effective December 1, 2010, the Company entered into a 12-month retainer agreement with a stockholder, pursuant to which the Company shall pay a monthly fee of $5,500 for providing legal services relating to SEC regulatory compliance and reporting requirements. After the agreement expired in November 2011, the stockholder continued to provide these legal services at $6,000 per month. For the year ended January 31, 2013 and 2012, the Company incurred $76,500 and $60,500 in legal fees relating to these services, respectively.

Additionally, the Company agreed to pay a flat fee of $50,000 for legal representation relating to the acquisition of the AuroTellurio Property from Mexivada. The Company reached the maximum payment of $50,000 per the addendum as of October 31, 2011.

The Company also paid legal fees (calculated and billed on an hourly basis) for the preparation and filing of its resale registration statement of the Form S-1 covering the shares of the Company’s common stock underlying the warrants contained in the units sold in the 2010/2011 private placement offering. For the years ended January 31, 2013 and 2012, the Company incurred $66,794 and $12,223, respectively, in legal fees for preparation of its registration statements of the Form S-1.

For the years ended January 31, 2013 and 2012, the Company’s professional legal fees to a stockholder totaled $180,343 and $150,550 respectively, and primarily related to SEC filings, acquisitions, private placement offerings, and other general corporate matters. The legal fees incurred were included as a component of general and administrative expenses and acquisition-related costs. A total of $101,873 outstanding payable for legal services provided was included in the Company’s consolidated balance sheets as of January 31, 2013, comparedto $0 outstanding as of January 31, 2012.

F-13

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Consulting and Other Professional Fees

In January 2011, the Company entered into an administrative services agreement with Incorporated Communications Services (“ICS”), a California corporation. George Duggan, the Company’s Chief Operations Officer, is the Vice President of ICS. Pursuant to the agreement with ICS, ICS will make available its address in La Canada, California to serve as the Company’s corporate headquarters and communications office, and provide the Company with basic administrative services, including coordinating and routing incoming telephone calls, handling investor inquiries, assisting in the preparation of press releases, developing an informational website and coordinating with the auditors and financial statement preparers. The Company pays ICS a monthly fee of $6,000 for these services. This agreement with ICS became effective January 1, 2011, ran for 12 months and was extended for an additional 12 months beginning January 1, 2012 and January 1, 2013. The Company incurred $72,000 and $72,000 in management fees for the years ended January 31, 2013 and 2012, which were included as a component of general and administrative expenses. Additionally, the Company reimbursed ICS for the expenses related to the services provided of $11,817 and $9,291 for the years ended January 31, 2013 and 2012. As of January 31, 2013 and 2012, the outstanding payable to ICS was $0 and $0, respectively, recorded in the Company’s consolidated balance sheets.

On June 6, 2011, the Company entered into a consulting agreement with a stockholder of the Company. The Company engaged the stockholder to provide certain consulting services related to the Company’s business for the period through June 5, 2013, for a monthly compensation fee of $6,000. Beginning February 6, 2012, the monthly consulting fee was reduced to $3,000 and then reversed back to $6,000 per month starting June 6, 2012. Additionally, in May 2012, the Company paid back the reduced fees for the months of March 2012 through May 2012 to the stockholder. The Company incurred $72,000 and $48,000 in consulting fees related to this agreement for the year ended January 31, 2013 and 2012, which were included as a component of general and administrative expenses. As of January 31, 2013 and January 31, 2012, the Company recorded payables to the stockholder in the amount of $2,500 and $0, respectively.

Securities Purchases and Issuances

Baybak Family Partners, Ltd. purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000. Michael Baybak, the Company’s stockholder, has voting and investment power with respect to the shares owned by Baybak Family Partners, Ltd.

GRQ Consultants, Inc. 401K purchased 6,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $150,000. Barry Honig, the Company’s stockholder, has voting and investment power with respect to the shares owned by GRQ Consultants, Inc. 401K.

Gottbetter & Partners, LLP, the Company’s stockholder, purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000.

In connection with the terms of the 2007 Cromwell merger, and cancellation and reversal of the merger, an officer and director of the Company made advances to, and incurred expenses on behalf of the Company of $31,000. The Company reimbursed this officer by issuing 31,000,000 shares. On December 22, 2010, the Company repurchased and cancelled 13,000,000 of those shares from its officer at a price of $13,000.

F-14

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In January 2011, the Company entered into a consulting agreement with one of the Company’s stockholders, which provided consulting services related to the Company’s business development and corporate finance for a term of 90 days, commencing on January 18, 2011. In February 2011, in consideration of provided services, the Company issued 500,000 shares of its restricted common stock to this stockholder and recorded $0 and $10,555 of stock-based compensation expense for services provided to the Company in the years ended January 31, 2013 and 2012, respectively. The stock-based compensation expense was included as a component of general and administrative expenses in the Company’s consolidated statements of expenses.

NOTE 7 - DERIVATIVE LIABILITIES

Derivative Warrant Instruments

In the December 2010 and January 2011 Unit Offering, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $1,323,133 at the grant dates as of December 22, 2010 and January 13, 2011. These estimates were re-valued as being $1,383,475 at the balance sheet date as of January 31, 2012. The Company recorded a $922,295 change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $125,692 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		30,739,129
Market price of the Company’s common stock on the measurement dates	$	0.05 and 0.09
Exercise price	$	0.125
Risk free interest rate (1)		0.475	%
Dividend yield		0.00	%
Volatility		257.95	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates.

F-15

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In April 2011, the Company added to the Unit Offering a first over-allotment option. As such, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $71,973, $131,077, and $88,824 at the grant dates of April 7, 2011, April 13, 2011, and April 30, 2011, respectively. The April 2011 grants were re-valued as being $211,117 at the balance sheet date of January 31, 2012. The Company recorded a $80,757 change in value as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,417 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.08 and 0.10
Exercise price	$	0.125
Risk free interest rate range (1)		0.61 - 0.81	%
Dividend yield		0.00	%
Volatility range		268.16 - 284.75	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

In June and July 2011, the Company closed its first and second over-allotment options. The Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $149,203 and $102,957 at the grant dates of June 15, 2011 and July 15, 2011, respectively. The grants were re-valued as being $222,508 at January 31, 2012. The Company recorded a $29,652 change in value as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,447 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

F-16

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.07 and 0.08
Exercise price	$	0.125
Risk free interest rate range (1)		0.37 - 0.38	%
Dividend yield		0.00	%
Volatility range		257.60 - 259.63	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

As of February 1, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term has been extended by six months and (ii) one-half of the warrants (19,369,565) retain the exercise price of $0.125 per share and the other one-half of the warrants (19,369,564) have an exercise price of $0.05 per share.

As a result of the issuance of the March 2012 Units at $0.04 per unit (Note 9), a weighted average anti-dilution adjustment was made with respect to those warrants exercisable for 19,369,565 of the shares being offered at the original exercise price of $0.125 per share. Since the $0.04 price per unit of the March 2012 Units was lower than the $0.125 warrant exercise price, the exercise price with respect to these 19,369,565 warrants was lowered to $0.12, post March 2012 Unit Offering, and the aggregate number of shares issuable upon exercise of these warrants was increased to 20,176,630. Because the anti-dilution provisions of the warrants call for rounding to the nearest cent, no adjustments were required for the other 19,369,564 warrants, which have an exercise price of $0.05 per share.

In March 2012, pursuant to a private placement offering, the Company issued 4,250,000 warrants to purchase 0.5 shares of common stock per unit. The Company recorded a derivative liability upon issuance of the warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $101,985 at the grant date of March 16, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,892 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

F-17

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		2,125,000
Market price of the Company’s common stock on the measurement date	$	0.05
Exercise price	$	0.06
Risk free interest rate		0.37	%
Dividend yield		0.00	%
Volatility		295.28	%
Expected exercise term in years		2.0

As of December 19, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term shall be extended for a period of an additional three years from its date of expiration as previously amended and (ii) the exercise price of all of the warrants, exercisable for an aggregate of 39,546,194 shares of common stock, including anti-dilution adjustments, sold in the Offering shall be reduced to $0.03 per whole share through the third year of the extended term of the warrants, then increased to $0.04 per whole share during the fourth year of the term and to $0.05 per whole share during the fifth year of the term. The valuation of the warrants at January 31, 2013 reflects the new terms. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $152,213 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

During the fourth quarter of the year ended January 31, 2013, the Company completed a review of the valuation of its derivative warrant instruments. The Company determined that as a result of the aforementioned amendments to the exercise price during the year ended January 31, 2013, the Company should adopt the probability-weighted scenario analysis model for the year ended January 31, 2013. The estimated fair value of all derivative warrant instruments was re-valued as being $327,661 at the balance sheet date as of January 31, 2013. The Company recorded a $1,591,424 net change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2013.

The following is a summary of the assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of the balance sheet date at January 31, 2013, and the assumptions used for the Black-Scholes option pricing model to estimate the fair value of the warrants as of balance sheet date at January 31, 2012, respectively:

	January 31, 2013			January 31, 2012
Common stock issuable upon exercise of warrants		41,671,195			38,739,129
Market price of the Company’s common stock on the measurement dates	$	0.008		$	0.064
Exercise price range	$	0.03 - 0.06		$	0.125
Risk free interest rate range (1)		0.42 - 0.65	%		0.08 - 0.13	%
Dividend yield		0.00	%		0.00	%
Volatility range		306.62 - 327.98	%		288.34	%
Expected exercise term in years		2.89 - 4.12			0.39 - 0.95

(1) The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2013, and the 6-month and 1-year Treasury Bill as of January 31, 2012, respectively.

F-18

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - FAIR VALUE MEASUREMENTS

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

F-19

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash, Due to third party, Prepaid expenses, Mining rights, Accounts payable, and Accrued liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivative liabilities

The Company’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. The fair values of the Company’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2013 and January 31, 2012, respectively:

	Fair Value Measurements at January 31, 2013 and 2012
Description	(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability - January 31, 2013	$	-	$	-	$	327,661	$	327,661
Derivative liability - January 31, 2012	$	-	$	-	$	1,817,100	$	1,817,100

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as level 3 in the fair value hierarchy:

	Significant Unobservable Inputs  (Level 3)
	Year Ended January 31,
	2013			2012
Derivative liabilities - beginning balance	$	1,817,100		$	2,305,770
Additions		101,985			544,034
Reductions		-			-
Change in fair value		(1,591,424	)		(1,032,704	)
Derivative liabilities - ending balance	$	327,661		$	1,817,100
Realized and unrealized gain (loss) on derivatives, net, included in earnings for the period ended January 31, 2013 and 2012	$	1,591,424		$	1,032,704

F-20

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - EQUITY

Private Placement Offering

On December 22, 2010, the Company issued 3,660,000 shares to certain note holders upon conversion of outstanding convertible promissory notes at a conversion price of $0.025 per share.

On December 22, 2010, the Company sold to various persons 58,478,258 units of its securities for gross proceeds of $1,461,956, at $0.025 per unit. Each of 36,478,258 of the units consists of one common share and a warrant to purchase one-half share at $0.125 per whole share. Each of the remaining 22,000,000 units consists of one share of the Company’s Series A Convertible Preferred Stock and warrants to purchase one-half of one share of common stock. The warrants will be exercisable from issuance until eighteen months after the closing of the PPO.

On January 13, 2011, the Company sold an additional 5,000,000 Units for a total price of $125,000. The Company repurchased and cancelled 2,000,000 Units for $50,000.

During the year ended January 31, 2012, the Company sold an additional 16,000,000 Units for a total price of $400,000.

On March 16, 2012, the Company completed the closing of a private placement offering pursuant to which the Company sold to various accredited investors and non-U.S. persons 4,250,000 Units of its securities for gross proceeds of $170,000, at an offering price of $0.04 per unit. The Company incurred closing costs of $1,750, resulting in net proceeds from the Offering of $168,250. Each of these Units consisted of one share of the Company’s common stock and a warrant to purchase one-half share of the Company’s common stock at an exercise price of $0.06 per whole share. These warrants will be exercisable from issuance until twenty-four (24) months after the closing of this offering.

As of January 31, 2013, cumulatively, the Company has sold a total of 81,728,258 Units for a total price of $2,106,956. The Company incurred closing costs of $20,750, resulting in net proceeds from the Offering of $2,086,206.

AuroTellurio Acquisition

On August 4, 2011, in connection with the First Closing under the AuroTellurio Option Agreement, the Company issued to Mexivada 250,000 shares at $0.001 per share. The issued stock was fair valued at $17,500 based on the market price on the date of issuance.

F-21

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On August 28, 2012, the Company issued to Mexivada an additional 250,000 shares at $0.015 per share. The issued stock was fair valued at $3,750 based on the market price on the date of issuance.

NOTE 10 - STOCK-BASED COMPENSATION

Shares for Services

Pursuant to a Consulting Services Agreement as of January 18, 2011 between the Company and a stockholder of the Company, the Company agreed to issue 500,000 restricted shares for future services relating to business development and corporate finance. The 500,000 shares were valued at $12,500, or $0.025 per share, $1,945 of which was recorded during the year ended January 31, 2011 and the difference of $10,555 was recorded in the year ended January 31, 2012.

On March 16, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company shall issue 1,000,000 common shares in exchange for investor and public relations consulting services. The shares were valued at $50,000, or $0.05 per share. The Company recorded $50,000 of stock-based compensation expense related to consulting services under this agreement. In July 2012, the Company reversed the non-cash issuance of 1,000,000 restricted shares of its common stock and a corresponding stock-based compensation expense of $50,000 due to an agreement cancellation.

On March 19, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company issued 1,250,000 shares in exchange for geological consulting services. The shares were valued at $125,000, or $0.10 per share. The Company recorded $125,000 of stock-based compensation expense related to consulting services under this agreement.

The Company recognized non-cash stock-based compensation expense of $125,000 during the year ended January 31, 2013 in connection with these issuances, compared to $10,555 during the year ended January 31, 2012.

The Company valued the issued shares based on market value on the date of the agreements.

Stock Options

The Company has a stock-based compensation plan known as the 2007 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive and non-qualified stock options to acquire common shares in the capital of California Gold Corp. The number of shares authorized under the Plan is 16,000,000. As of January 31, 2013, 6,000,000 shares remain available for future grants under the Plan.

F-22

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On July 27, 2011, the Company granted options to purchase 11,000,000 shares of its common stock to its employees and outside consultants. These options have a 10-year term and were granted with an exercise price of $0.09. One-third of these options, or 3,666,667, vested on the date of the grant, with the remaining two-thirds vesting on the first and second anniversaries of the date of grant. As of January 31, 2013, the total of 7,000,000 options vested, which included an additional 3,333,333 options vested on July 27, 2012, the first anniversary of the grant date. All vested options are exercisable, in full or in part, at any time after vesting, until termination. On May 4, 2012, one of the Company’s directors resigned and therefore, all his 666,667 non-vested options terminated on that date and his vested but unexercised options of 333,333 expired and forfeited on August 4, 2012.

The Company recorded the stock-based compensation expense - related party attributable to options of $307,777 and $494,484 during the years ended January 31, 2013 and 2012, respectively. As of January 31, 2013, there was approximately $149,995 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over the next year.

Outstanding options had $0 intrinsic value at January 31, 2013, due to the exercise price being greater than the value of the Company’s common stock at the reporting date.

The fair value of options granted in July 2011 was measured at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Market price of the Company’s common stock on grant date	$	0.09
Risk free interest rate (1)		3.01	%
Dividend yield		0.00	%
Volatility		259.13	%
Expected life		6 years
Expected forfeiture rate		0.00	%

(1) The risk-free interest rate was determined by management using the 10-year Treasury Bill yield as of the grant date.

NOTE 11 - CONVERTIBLE DEBENTURES AND WARRANTS

On June 22, 2007 and June 28, 2007, the Company issued a series of convertible debentures. In connection with a failed merger attempt in 2007, the money was loaned to the proposed merger partner and warrants were issued in connection with the conversion of the loans into common stock. The 2007 warrants expired during the year ended January 31, 2013.

A summary of the status of 2007 warrants granted as of January 31, 2013 and 2012 is as follows:

			Average
			Exercise
Description	Shares		Price
Outstanding at January 31, 2012		1,190,000	$	0.75
Expired		1,190,000	$	0.75
Outstanding at January 31, 2013		-

F-23

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - INCOME TAXES

No provision for federal income taxes has been recognized for the years ended January 31, 2013 and 2012, as the Company incurred a net operating loss for income tax purposes in each year and has no carryback potential.

The Company had deferred income tax assets as of January 31, 2013 and 2012 as follows:

	2013			2012
Loss carryforwards	$	975,819		$	628,063
Less - valuation allowance		(975,819	)		(628,063	)
Total net deferred tax assets	$	-		$	-

The Company had net operating loss carryforwards for income tax reporting purposes of $2,788,055 as of January 31, 2013, which may be offset against future taxable income. These net operating loss carryforwards may be carried forward in varying amounts until the time when they begin to expire in 2029 through 2033. 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.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

AuroTellurio Acquisition

In addition to $30,000 cash payment and 250,000 stock issuance made at the First Closing under the AuroTellurio Option Agreement on August 4, 2011 (Note 4), assuming the Company exercises its right to acquire each of the four twenty percent (20%) interests in the AuroTellurio Property, the Company will make the following cash payments and share issuances to Mexivada: (i) $40,000 and 250,000 shares on the first anniversary of the Closing; (ii) $50,000 and 300,000 shares on the second anniversary of the Closing; (iii) $70,000 and 350,000 shares on the third anniversary of the Closing; and (iv) $100,000 and 500,000 shares on the fourth anniversary of the Closing. In connection with the AuroTellurio Option Agreement, the Company will pay an aggregate total of $290,000 in cash and 1,650,000 common shares.

F-24

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the AuroTellurio Option Agreement, the Company is also committed to incur $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an investment rate of at least $750,000 per year. The Company will earn a 20% vested interest in the AuroTellurio Property in the first year of the AuroTellurio Option Agreement by investing $750,000 in an exploration program and up to an additional 60% interest in the Property, in blocks of 20% each, by investing an additional $750,000 in the exploration program in each of the following three years, or sooner, and meeting all of the other required terms of the AuroTellurio Option Agreement. Each 20% interest will vest earlier if each year’s cash and stock payments to Mexivada and $750,000 exploration expenditure investment are completed earlier than scheduled.

Under the terms of the Agreement, the Company will act as “Operator,” exclusively responsible, in consultation with Mexivada, for carrying out and administering exploration, development and mining work on the AuroTellurio Property. If costs of the exploration program exceed the agreed upon $3,000,000 investment, the Company will share additional costs with Mexivada on a proportionate share basis. Once the Company has earned its full 80% interest in the AuroTellurio Property, the Company will form a joint venture with Mexivada applicable to the further development and commercialization of the AuroTellurio Property.

The Company obtained a surface rights agreement, with the landowner on whose property the La Viuda Concessions are located, to conduct its mineral exploration program, effective June 17, 2011. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. The Company has completed the majority of Phase 1 of its 2011/2012 exploration program and has conducted mapping, trenching and sampling programs at the AuroTellurio Property as well as gravity and magnetic geophysical surveys, including a helicopter-borne magnetics and radiometric survey, in preparation for an initial 3,000-meter drilling program that is planned for implementation in 2013. As of January 31, 2013, the Company incurred $667,473 since inception in its exploration and development expenditures, which are expensed as incurred.

During the year ended January 31, 2013, the Company entered into agreements with several third parties for the geological survey services on the AuroTellurio Property. For the years ended January 31, 2013 and 2012, the Company incurred a total amount of $85,336 and $78,945 of fees related to these services which were included as a component of mineral property expenses.

As of January 31, 2013, the Company incurred $667,473 since inception in its exploration and development expenditures, which are expensed as incurred. In addition to the Company’s mineral exploration expenditures, Mexivada accepted certain other Company’s expenses towards its minimum requirement of $750,000 per year such as a percentage of its accounting, legal and consulting fees, compensation of its officers and directors, and management support services, which were included as a component of general and administrative expenses in the Company’s consolidated statements of expenses. Mexivada accepted approximately $1,089,407 of total expenses as of June 30, 2012 (the date of the Company’s expenses reviewed by Mexivada) and confirmed that the amounts over $750,000 will be applied towards the second year requirements. Mexivada also confirmed that it will grant the 20% interest in the AutoTellurio project to the Company, after the Company makes the $40,000 cash payment and issues 250,000 of its shares to Mexivada in connection with the AuroTellurio Option agreement. The $40,000 payment was made on August 10, 2012 and the 250,000 shares were issued to Mexivada on August 28, 2012.

F-25

CALIFORNIA GOLD CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Commitments

During the years ended January 31, 2013 and 2012, the Company has entered into several consulting, legal, and administrative services agreements with related parties. See Note 6 for further details.

F-26

EX-21

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

CALGOLD DE MEXICO, S. DE R.L. DE C.V.

EX-31

EXHIBIT 31.1/31.2

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.

Date: May 7, 2013	/s/ James D. Davidson
	James D. Davidson
	Principal Executive and Principal Financial Officer

EX-32

EXHIBIT 32.1/32.2

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, 2013, 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 7, 2013

XML

Stock-Based Compensation - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended					0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended	12 Months Ended		1 Months Ended	0 Months Ended
	Jan. 18, 2011	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011	Jan. 31, 2013 Related Party	Jan. 31, 2012 Related Party	Mar. 16, 2012 Unrelated Party	Mar. 19, 2012 Unrelated Party	Aug. 04, 2012 Employee and Outside Consultant	Jul. 27, 2012 Employee and Outside Consultant	May 04, 2012 Employee and Outside Consultant	Jul. 27, 2011 Employee and Outside Consultant	Jan. 31, 2013 Employee and Outside Consultant	Jan. 31, 2013 2007 Stock option Plan	Jul. 31, 2012 Restricted Stock	Mar. 16, 2012 Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock issued for consulting services	$ 12,500	$ 0	$ 10,555	$ 1,945			$ 50,000	$ 125,000								$ (50,000)
Common stock issued for consulting services (in shares)	500,000						1,000,000	1,250,000							(1,000,000)
Price of common stock issued for consulting services, per share	$ 0.025						$ 0.05	$ 0.10
Stock-based compensation plan, authorized shares														16,000,000
Stock-based compensation plan, available for future grant, shares														6,000,000
Options granted to purchase common stock, shares												11,000,000
Options term												10 years
Options exercise price												$ 0.09
Number of options vested										3,333,333		3,666,667	7,000,000
Non-vested option											666,667
Option vested, expired									333,333
Stock based compensation, related party attributable options					307,777	494,484
Outstanding options, intrinsic value		0
Stock based compensation expense		125,000	10,555					125,000							50,000
Unrecognized compensation cost		$ 149,995

XML

Related Party Transactions - Additional Information (Detail) (USD $)	1 Months Ended		12 Months Ended			0 Months Ended	12 Months Ended	0 Months Ended				12 Months Ended									1 Months Ended	12 Months Ended
	Jan. 18, 2011	Dec. 01, 2010	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2011	Dec. 22, 2010 Cromwell Merger	Jan. 31, 2007 Cromwell Merger	Dec. 22, 2010 Private Placement	Jun. 06, 2012 Related Party, Two	Feb. 06, 2012 Related Party, Two	Jun. 06, 2011 Related Party, Two	Jan. 31, 2013 Related Party, Two	Jan. 31, 2012 Related Party, Two	Jan. 31, 2013 ICS	Jan. 31, 2012 ICS	Jan. 31, 2013 Baybak Family Partners, Ltd Private Placement	Jan. 31, 2013 GRQ Consultants, Inc Private Placement	Jan. 31, 2013 Preparation and Submission of Regulatory Filings	Jan. 31, 2012 Preparation and Submission of Regulatory Filings	Jan. 31, 2013 Mexivada Acquisition	Dec. 01, 2010 monthly fee	Jan. 31, 2013 monthly fee	Jan. 31, 2013 month-to-month basis	Jan. 31, 2012 month-to-month basis
Related Party Transaction [Line Items]
Compensation of officers and directors			$ 54,000	$ 66,000
Unpaid fees to officers and directors			56,500	2,500
Legal fees			180,343	150,550														66,794	12,223	50,000	5,500	6,000	76,500	60,500
Service Agreement Monthly payment					6,000									6,000
Agreement term														12 months
Agreement, extended term		12 months												12 months
Management Fees														72,000	72,000
Management fees, reimbursed														11,817	9,291
Accounts payable - related party			101,873	0								2,500	0	0	0
Common stock issued for consulting services (in shares)	500,000
Stock-based compensation expense for consulting service	12,500		0	10,555	1,945
Consulting fees with stockholders												72,000	48,000
Monthly fee									6,000	3,000	6,000
Sale of stock, number of shares issued in transaction																8,000,000	6,000,000
Proceeds from private placement offering			2,086,206					1,461,956								200,000	150,000
Costs and expenses, related party							31,000
Number of shares issued as reimbursement							31,000,000
Stock repurchased and cancelled during period shares						13,000,000
Stock repurchased and cancelled during period value						$ 13,000

XML

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Jan. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Fair Value of Options Granted Measured at Date of Grant Using Black-Scholes Model

The fair value of options granted in July 2011 was measured at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Market price of the Company’s common stock on grant date	$	0.09
Risk free interest rate (1)		3.01	%
Dividend yield		0.00	%
Volatility		259.13	%
Expected life		6 years
Expected forfeiture rate		0.00	%

(1) The risk-free interest rate was determined by management using the 10-year Treasury Bill yield as of the grant date.

XML

Company's Deferred Income Tax Assets (Detail) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Deferred Tax Assets [Line Items]
Loss carryforwards	$ 975,819	$ 628,063
Less - valuation allowance	(975,819)	(628,063)
Total net deferred tax assets	$ 0	$ 0

XML

Reconciliation of Changes in Fair Value of Financial Assets and Liabilities Classified As Level 3 in Fair Value Hierarchy (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013	Jan. 31, 2012
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Derivative liabilities - beginning balance	$ 1,817,100	$ 2,305,770
Additions	101,985	544,034
Reductions	0	0
Change in fair value	(1,591,424)	(1,032,704)
Derivative liabilities - ending balance	327,661	1,817,100
Realized and unrealized gain (loss) on derivatives, net, included in earnings for the period ended January 31, 2013 and 2012	$ 1,591,424	$ 1,032,704

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jan. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All material intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2013 and 2012, and the reported revenues and expenses for the years then ended and cumulative from inception. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances.

Mineral Rights, Exploration and Development Costs

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. 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. As of January 31, 2013 and 2012, the Company capitalized $91,250 and $47,500, respectively, of costs to acquire an interest in mineral rights related to the AuroTellurio Property (Note 4).

Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. During the years ended January 31, 2013 and 2012, the Company recorded $233,718 and $355,653 of mineral exploration and development expenditures, respectively. These expenditures were expensed as incurred and recorded as mineral property expenses in the Company’s consolidated statements of expenses.

Property and Equipment

The Company’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle.  Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred.  Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations.

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For the year ended January 31, 2013, the Company adopted the probability-weighted scenario analysis model. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

Stock-Based Compensation

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

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

For the years ended January 31, 2013 and 2012, the Company recorded $432,777 and $505,539, respectively, in stock-based compensation as a component of general and administrative expenses.

Net Earnings (Loss) per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the year ended January 31, 2013, net earnings was reported and the Company included options and outstanding warrants to purchase 51,671,195 shares of common stock. However, the average market price of the common shares exceeded the exercise price of the options and warrants. As such, the options and warrants did not have a dilutive effect. For the year ended January 31, 2012, a net loss was reported and the Company excluded options and outstanding warrants to purchase 11,000,000 shares of common stock, as the effect would be anti-dilutive.

Income Taxes

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

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

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

Acquisition-Related Costs

In the years ended January 31, 2013 and 2012, the Company incurred certain costs related to the AuroTellurio Acquisition (Note 4). Those costs included legal, valuation, travel, and other professional or consulting fees. The Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations. The costs were recognized as mineral property expenses in the periods in which the costs were incurred and the services received. The Company recorded $233,718 and $355,653 in those costs for the years ended January 31, 2012 and 2011, respectively.

New Accounting Pronouncements

The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements.

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Income Taxes - Additional Information (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013
Deferred Tax Assets [Line Items]
Operating loss carryforwards	$ 2,788,055
Operating Loss Carryforwards, Expiration Dates	expire in 2029 through 2033

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Exploration Stage Activities And Going Concern - Additional Information (Detail) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Exploration Stage Activities and Going Concern [Line Items]
Development stage enterprise, deficit accumulated during development stage	$ 2,832,452	$ 3,121,921

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Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)	12 Months Ended		105 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
Summary Of Significant Accounting Policies [Line Items]
Mineral property expenses	$ 233,718	$ 355,653	$ 667,473
Stock-based compensation	125,000	0	125,000
Estimated useful life of the vehicle	5 years
Options and Warrants
Summary Of Significant Accounting Policies [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount		11,000,000
Incremental common shares attributable to call options and warrants	51,671,195
General and Administrative Expense
Summary Of Significant Accounting Policies [Line Items]
Stock-based compensation	432,777	505,539
AuroTellurio Option Agreement
Summary Of Significant Accounting Policies [Line Items]
Mineral Rights	$ 91,250	$ 47,500	$ 91,250

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Commitments and Contingencies - Additional Information (Detail) (USD $)	0 Months Ended	1 Months Ended	12 Months Ended		105 Months Ended		0 Months Ended	12 Months Ended			0 Months Ended		12 Months Ended
	Aug. 28, 2012	Jun. 30, 2012	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013	Aug. 10, 2012	Aug. 28, 2012 Issuance of Equity	Jan. 31, 2013 Geological Survey Services	Jan. 31, 2012 Geological Survey Services	Jan. 31, 2013 Surface Rights Agreement Unit	Aug. 04, 2011 AuroTellurio Option Agreement	Feb. 11, 2011 AuroTellurio Option Agreement	Jan. 31, 2013 AuroTellurio Option Agreement	Jan. 31, 2013 AuroTellurio Option Agreement Year One	Jan. 31, 2013 AuroTellurio Option Agreement Following three years	Jan. 31, 2013 AuroTellurio Option Agreement First Anniversary	Jan. 31, 2013 AuroTellurio Option Agreement Second Anniversary	Jan. 31, 2013 AuroTellurio Option Agreement Third Anniversary	Jan. 31, 2013 AuroTellurio Option Agreement Fourth Anniversary
Commitments and Contingencies Disclosure [Line Items]
Purchase price, in cash						$ 40,000					$ 30,000					$ 40,000	$ 50,000	$ 70,000	$ 100,000
Purchase price, in restricted shares of common stock	250,000										250,000					250,000	300,000	350,000	500,000
Acquired interest							20.00%				20.00%		20.00%	20.00%	60.00%
Aggregate cash to be paid in acquisition			40,000	10,000	70,000								290,000
Stock to be issued in acquisition, shares													1,650,000
Cumulative exploration expenditures													3,000,000
Cumulative exploration expenditures, period										12 months			4 years
Cumulative exploration expenditures, per year			750,000										750,000
Legal and beneficial ownership interest to be acquired in the AuroTelurio Property												80.00%	80.00%
Effective date										Jun. 17, 2011
Exploration expense										14,400
Initial drilling program, meters										3,000
Total expenses		1,089,407
Mineral property expenses			$ 233,718	$ 355,653	$ 667,473			$ 85,336	$ 78,945

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Mining Rights - Additional Information (Detail) (USD $)	1 Months Ended	12 Months Ended		105 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended		1 Months Ended	12 Months Ended		0 Months Ended
	Dec. 31, 2010	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013	Aug. 10, 2012	Aug. 28, 2012 Issuance of Equity	Jan. 31, 2013 Surface Rights Agreement	Aug. 04, 2011 AuroTellurio Option Agreement	Feb. 11, 2011 AuroTellurio Option Agreement	Dec. 31, 2010 AuroTellurio Option Agreement	Jan. 31, 2013 AuroTellurio Option Agreement	Jan. 31, 2012 AuroTellurio Option Agreement	Aug. 28, 2012 AuroTellurio Option Agreement Issuance of Equity
Finite-Lived Intangible Assets [Line Items]
Mineral Rights											$ 91,250	$ 47,500
Legal and beneficial ownership interest to be acquired in the AuroTelurio Property									80.00%		80.00%
Effective date							Jun. 17, 2011
Exploration term							12 months				4 years
Exploration term, extended period							2 years
Exploration expense							14,400
Cash Paid in Acquisition					40,000			30,000
Stock issued in acqusition, restricted shares of common stock								250,000					250,000
Deposits made to Mexivada in connection with signing binding offer letter agreement	30,000									20,000
Cash paid for acquisition of mining rights								10,000
Interest transferred by title deeds, % each							20.00%
First year funding requirement		750,000									750,000
Ownership interest vested on the first anniversary, %						20.00%		20.00%			20.00%
Issuance of common stock for acquisition of mining rights		$ 3,750	$ 17,500	$ 21,250				$ 17,500

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Property and equipment (Detail) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Property, Plant and Equipment [Line Items]
Vehicles	$ 8,809	$ 8,809
Less: accumulated depreciation	(2,705)	(944)
Property and equipment, net	$ 6,104	$ 7,865

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GENERAL ORGANIZATION AND BUSINESS

12 Months Ended

Jan. 31, 2013

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

GENERAL ORGANIZATION AND BUSINESS

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

California Gold Corp. (“California Gold” or the “Company”) is a Nevada corporation whose principal focus is the identification, acquisition and development of rare and precious metals mining properties in the Americas. The Company is still in the exploration stage and has not generated any revenues from its mining properties to date.

The Company was incorporated on April 19, 2004 under the name of Arbutus Resources Inc. On August 9, 2007, the Company changed its name to US Uranium Inc. On March 9, 2009, the Company changed its name to California Gold Corp.

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Property And Equipment - Additional Information (Detail) (USD $)	12 Months Ended		105 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,761	$ 944	$ 2,705

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Fair Value of Options Granted Measured at Date of Grant Using Black-Scholes Model (Detail) (USD $)	12 Months Ended
	Jan. 31, 2013
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items]
Market price of the Company's common stock on grant date	$ 0.09
Risk free interest rate (1)	3.01%	[1]
Dividend yield	0.00%
Volatility	259.13%
Expected life	6 years
Expected forfeiture rate	0.00%

[1] The risk-free interest rate was determined by management using the 10-year Treasury Bill yield as of the grant date

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CONSOLIDATED BALANCE SHEETS (USD $)	Jan. 31, 2013	Jan. 31, 2012
Current assets:
Cash	$ 259,200	$ 828,181
Other receivables	0	5,907
Prepaid expenses	16,283	27,556
Total current assets	275,483	861,644
Property and equipment, net	6,104	7,865
Mining rights	91,250	47,500
Total assets	372,837	917,009
Current liabilities:
Accounts payable	47,466	50,333
Accounts payable - related party	101,873	0
Derivative liabilities	327,661	1,817,100
Other accrued liabilities - related party	56,500	2,500
Total current liabilities	533,500	1,869,933
Total liabilities	533,500	1,869,933
Stockholders' deficit:
Preferred stock, par value $0.001 per share, 22,000,000 shares authorized; 22,000,000 shares issued and outstanding	22,000	22,000
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 115,201,260 and 109,451,260 shares issued and outstanding at January 31, 2013 and 2012, respectively	115,201	109,451
Additional paid-in capital	2,534,588	2,037,546
Deficit accumulated during the exploration stage	(2,832,452)	(3,121,921)
Total stockholders' deficit	(160,663)	(952,924)
Total liabilities and stockholders' deficit	$ 372,837	$ 917,009

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) (USD $)	12 Months Ended
	Jan. 31, 2013 Private Placement	Jan. 31, 2011 Private Placement	Jan. 31, 2012 Over Allotment Offering	Jan. 31, 2013 Acquisition Of Mining Rights	Jan. 31, 2012 Acquisition Of Mining Rights
Common stock issued, per share	$ 0.04	$ 0.025	$ 0.025	$ 0.015	$ 0.001
Common stock, preferred stock, and derivative warrants instruments sold, offering costs	$ 1,750	$ 15,500	$ 3,500

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Liabilities for Estimated Fair Value of Derivative Warrant Instruments (Detail) (USD $)	1 Months Ended			2 Months Ended				12 Months Ended
	Mar. 31, 2012	Apr. 30, 2011		Jul. 31, 2011		Jan. 31, 2011		Jan. 31, 2013		Jan. 31, 2012
Class of Warrant or Right [Line Items]
Common stock issuable upon exercise of warrants	2,125,000	4,000,000		4,000,000		30,739,129		41,671,195		38,739,129
Market price of the Companys common stock on the measurement dates	$ 0.05							$ 0.008		$ 0.064
Exercise price	$ 0.06	$ 0.125		$ 0.125		$ 0.125				$ 0.125
Risk free interest rate	0.37%					0.475%	[1]
Dividend yield	0.00%	0.00%		0.00%		0.00%		0.00%		0.00%
Volatility	295.28%					257.95%				288.34%
Expected exercise term in years	2 years	1 year 6 months		1 year 6 months		1 year 6 months
Minimum
Class of Warrant or Right [Line Items]
Market price of the Companys common stock on the measurement dates		$ 0.08		$ 0.07		$ 0.05
Exercise price								$ 0.03
Risk free interest rate		0.61%	[2]	0.37%	[3]			0.42%	[4]	0.08%	[4]
Volatility		268.16%		257.60%				306.62%
Expected exercise term in years								2 years 10 months 21 days		4 months 21 days
Maximum
Class of Warrant or Right [Line Items]
Market price of the Companys common stock on the measurement dates		$ 0.10		$ 0.08		$ 0.09
Exercise price								$ 0.06
Risk free interest rate		0.81%	[2]	0.38%	[3]			0.65%	[4]	0.13%	[4]
Volatility		284.75%		259.63%				327.98%
Expected exercise term in years								4 years 1 month 13 days		11 months 12 days

[1] The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates.

[2] The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates

[3] The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

[4] The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2013, and the 6-month and 1-year Treasury Bill as of January 31, 2012, respectively.

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Jan. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment consisted of the following as of January 31, 2013 and 2012:

	January 31, 2013			January 31, 2012
Vehicles	$	8,809		$	8,809
Less: accumulated depreciation		(2,705	)		(944	)
Property and equipment, net	$	6,104		$	7,865

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Company's Financial Assets and Liabilities Accounted for Fair Value on Recurring Basis (Detail) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Financial Assets and Liabilities Accounted For Fair Value On Recurring Basis [Line Items]
Derivative liabilities	$ 327,661	$ 1,817,100
Level 1
Financial Assets and Liabilities Accounted For Fair Value On Recurring Basis [Line Items]
Derivative liabilities	0	0
Level 2
Financial Assets and Liabilities Accounted For Fair Value On Recurring Basis [Line Items]
Derivative liabilities	0	0
Level 3
Financial Assets and Liabilities Accounted For Fair Value On Recurring Basis [Line Items]
Derivative liabilities	$ 327,661	$ 1,817,100

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FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Jan. 31, 2013

Fair Value Disclosures [Abstract]

Company's Financial Assets and Liabilities Accounted at Fair Value on Recurring Basis

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2013 and January 31, 2012, respectively:

	Fair Value Measurements at January 31, 2013 and 2012
Description	(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability - January 31, 2013	$	-	$	-	$	327,661	$	327,661
Derivative liability - January 31, 2012	$	-	$	-	$	1,817,100	$	1,817,100

Reconciliation of Changes in Fair Value of Assets and Liabilities Classified As Level 3

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as level 3 in the fair value hierarchy:

	Significant Unobservable Inputs  (Level 3)
	Year Ended January 31,
	2013			2012
Derivative liabilities - beginning balance	$	1,817,100		$	2,305,770
Additions		101,985			544,034
Reductions		-			-
Change in fair value		(1,591,424	)		(1,032,704	)
Derivative liabilities - ending balance	$	327,661		$	1,817,100
Realized and unrealized gain (loss) on derivatives, net, included in earnings for the period ended January 31, 2013 and 2012	$	1,591,424		$	1,032,704

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended		105 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
Cash flows from operating activities:
Net income (loss)	$ 289,469	$ (262,818)	$ (2,832,452)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	1,761	944	2,705
Stock-based compensation	125,000	0	125,000
Amortization of debt discount	0	0	9,618
Unrealized and realized gain on derivatives, net	(1,591,424)	(1,032,704)	(1,561,881)
Changes in operating assets and liabilities:
Other receivables	5,907	(5,907)	0
Accounts payable	(2,867)	23,204	(10,881)
Accounts payable - related party	101,873	(52,250)	259,538
Other accrued expenses - related party	54,000	0	56,642
Interest accrued on notes payable from related party	0	0	1,621
Net cash used in operating activities	(697,231)	(817,764)	(2,649,944)
Cash flows from investing activities:
Purchase of property and equipment	0	(8,809)	(8,809)
Acquisition of mining rights	(40,000)	(10,000)	(70,000)
Net cash used in investing activities	(40,000)	(18,809)	(78,809)
Cash flows from financing activities:
Proceeds from related party loans	0	0	92,430
Proceeds from common and preferred stock issued, net of offering costs	168,250	396,500	2,958,523
Payments from cancellation of common stock	0	0	(63,000)
Net cash provided by financing activities	168,250	396,500	2,987,953
Net increase (decrease) in cash	(568,981)	(440,073)	259,200
Cash - beginning of period	828,181	1,268,254	0
Cash - end of period	259,200	828,181	259,200
Cash paid during the period for :
Interest	0	0	0
Income taxes	0	0	0
Non-cash investing and financing activities:
Issuance of common stock for convertible notes	0	0	3,660
Re-class of derivatives related to convertible notes	0	0	91,365
Common stock cancellation	1,000	0	62,700
Issuance of common stock for acquisition of mining rights	3,750	17,500	21,250
Related Party Transactions
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	307,777	505,539	1,316,429
Changes in operating assets and liabilities:
Prepaid expenses	0	33,784	0
Non-cash investing and financing activities:
Contributed capital	0	0	374
Related party note receivable write-off	0	0	557,927
All Other
Changes in operating assets and liabilities:
Prepaid expenses	11,273	(27,556)	(16,283)
Derivative
Non-cash investing and financing activities:
Debt discount due to derivative liabilities	0	0	9,618
Issuance of derivative warrant instruments	101,985	544,034	1,969,152
Stockholders
Non-cash investing and financing activities:
Contributed capital	$ 0	$ 0	$ 157,665

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jan. 31, 2013	Jan. 31, 2012
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	22,000,000	22,000,000
Preferred stock, shares issued	22,000,000	22,000,000
Preferred stock, shares outstanding	22,000,000	22,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	115,201,260	109,451,260
Common stock, shares outstanding	115,201,260	109,451,260

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STOCK-BASED COMPENSATION

12 Months Ended

Jan. 31, 2013

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Stock-Based Compensation

NOTE 10 - STOCK-BASED COMPENSATION

Shares for Services

Pursuant to a Consulting Services Agreement as of January 18, 2011 between the Company and a stockholder of the Company, the Company agreed to issue 500,000 restricted shares for future services relating to business development and corporate finance. The 500,000 shares were valued at $12,500, or $0.025 per share, $1,945 of which was recorded during the year ended January 31, 2011 and the difference of $10,555 was recorded in the year ended January 31, 2012.

On March 16, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company shall issue 1,000,000 common shares in exchange for investor and public relations consulting services. The shares were valued at $50,000, or $0.05 per share. The Company recorded $50,000 of stock-based compensation expense related to consulting services under this agreement. In July 2012, the Company reversed the non-cash issuance of 1,000,000 restricted shares of its common stock and a corresponding stock-based compensation expense of $50,000 due to an agreement cancellation.

On March 19, 2012, pursuant to the terms of an agreement between the Company and an unrelated party, the Company issued 1,250,000 shares in exchange for geological consulting services. The shares were valued at $125,000, or $0.10 per share. The Company recorded $125,000 of stock-based compensation expense related to consulting services under this agreement.

The Company recognized non-cash stock-based compensation expense of $125,000 during the year ended January 31, 2013 in connection with these issuances, compared to $10,555 during the year ended January 31, 2012.

The Company valued the issued shares based on market value on the date of the agreements.

Stock Options

The Company has a stock-based compensation plan known as the 2007 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive and non-qualified stock options to acquire common shares in the capital of California Gold Corp. The number of shares authorized under the Plan is 16,000,000. As of January 31, 2013, 6,000,000 shares remain available for future grants under the Plan.

On July 27, 2011, the Company granted options to purchase 11,000,000 shares of its common stock to its employees and outside consultants. These options have a 10-year term and were granted with an exercise price of $0.09. One-third of these options, or 3,666,667, vested on the date of the grant, with the remaining two-thirds vesting on the first and second anniversaries of the date of grant. As of January 31, 2013, the total of 7,000,000 options vested, which included an additional 3,333,333 options vested on July 27, 2012, the first anniversary of the grant date. All vested options are exercisable, in full or in part, at any time after vesting, until termination. On May 4, 2012, one of the Company’s directors resigned and therefore, all his 666,667 non-vested options terminated on that date and his vested but unexercised options of 333,333 expired and forfeited on August 4, 2012.

The Company recorded the stock-based compensation expense - related party attributable to options of $307,777 and $494,484 during the years ended January 31, 2013 and 2012, respectively. As of January 31, 2013, there was approximately $149,995 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over the next year.

Outstanding options had $0 intrinsic value at January 31, 2013, due to the exercise price being greater than the value of the Company’s common stock at the reporting date.

The fair value of options granted in July 2011 was measured at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Market price of the Company’s common stock on grant date	$	0.09
Risk free interest rate (1)		3.01	%
Dividend yield		0.00	%
Volatility		259.13	%
Expected life		6 years
Expected forfeiture rate		0.00	%

(1) The risk-free interest rate was determined by management using the 10-year Treasury Bill yield as of the grant date.

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Document and Entity Information (USD $)	12 Months Ended
	Jan. 31, 2013	Aug. 01, 2012	Jul. 31, 2012
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 31, 2013
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013
Trading Symbol	CLGL
Entity Registrant Name	CALIFORNIA GOLD CORP.
Entity Central Index Key	0001363573
Current Fiscal Year End Date	--01-31
Entity Well-Known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding			109,451,260
Entity Public Float		$ 5,549,457

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CONVERTIBLE DEBENTURES AND WARRANTS

12 Months Ended

Jan. 31, 2013

Convertible Debt Disclosure [Abstract]

Convertible Debentures and Warrants

NOTE 11 - CONVERTIBLE DEBENTURES AND WARRANTS

On June 22, 2007 and June 28, 2007, the Company issued a series of convertible debentures. In connection with a failed merger attempt in 2007, the money was loaned to the proposed merger partner and warrants were issued in connection with the conversion of the loans into common stock. The 2007 warrants expired during the year ended January 31, 2013.

A summary of the status of 2007 warrants granted as of January 31, 2013 and 2012 is as follows:

			Average
			Exercise
Description	Shares		Price
Outstanding at January 31, 2012		1,190,000	$	0.75
Expired		1,190,000	$	0.75
Outstanding at January 31, 2013		-

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CONSOLIDATED STATEMENTS OF EXPENSES (USD $)	12 Months Ended		105 Months Ended
	Jan. 31, 2013	Jan. 31, 2012	Jan. 31, 2013
Expenses:
Mineral property expenses	$ 233,718	$ 355,653	$ 667,473
Bad debt expense	0	0	559,483
Depreciation expense	1,761	944	2,705
General and administrative expenses	1,066,824	940,985	3,155,990
Total operating expenses	1,302,303	1,297,582	4,385,651
Loss from operations	(1,302,303)	(1,297,582)	(4,385,651)
Other income (expenses):
Interest income	938	2,060	3,289
Interest expense	0	0	(1,763)
Realized and unrealized gain on derivatives, net	1,591,424	1,032,704	1,561,881
Amortization of debt discount	0	0	(9,618)
Foreign currency exchange loss	(590)	0	(590)
Total other income (expenses)	1,591,772	1,034,764	1,553,199
Net income (loss)	$ 289,469	$ (262,818)	$ (2,832,452)
Income (loss) per common share:
Income (loss) per common share - basic and diluted	$ 0.00	$ 0.00
Weighted average number of common shares outstanding - basic and diluted	114,401,945	104,474,612

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PROPERTY AND EQUIPMENT

12 Months Ended

Jan. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of January 31, 2013 and 2012:

	January 31, 2013			January 31, 2012
Vehicles	$	8,809		$	8,809
Less: accumulated depreciation		(2,705	)		(944	)
Property and equipment, net	$	6,104		$	7,865

Depreciation expense for the years ended January 31, 2013 and 2012 was $1,761 and $944, respectively, and is reflected in the total operating expenses of the Company.

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MINING RIGHTS

12 Months Ended

Jan. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

MINING RIGHTS

NOTE 4 - MINING RIGHTS

As of January 31, 2013 and January 31, 2012, the Company had $91,250 and $47,500, respectively, of mineral rights related to the AuroTellurio Property, discussed below.

On February 11, 2011, the Company entered into a property option agreement (the “AuroTellurio Option Agreement”) with Mexivada Mining Corp. (“Mexivada”) to acquire up to an 80% interest in Mexivada’s concessions comprising its AuroTellurio tellurium-gold-silver property (the “La Viuda Concessions,” the “AuroTellurio Property” or the “Property”) in Mexico.

Under the terms of the AuroTellurio Option Agreement, the Company will acquire up to an 80% legal and beneficial ownership interest in the AuroTellurio Property by making certain cash payments and share issuances to Mexivada and incurring certain exploration expenditures on the Property. See Note 13 for the Company’s commitments under the AuroTellurio Option Agreement.

Mexivada and its Mexican subsidiary hold only the mineral rights in the AuroTellurio Property, which rights were granted by the government of Mexico. Neither Mexivada nor its Mexican subsidiary owns the real property rights to the land underlying the La Viuda Concessions. Prior to the first closing under the AuroTellurio Option Agreement on August 4, 2011, the Company obtained a surface rights agreement with the landowner on whose property the La Viuda Concessions are located to conduct its mineral exploration program. The agreement became effective June 17, 2011, runs for a term of 12 months and may be extended for two additional years under the same terms. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. In June 2012, the agreement was extended for an additional year.

On August 4, 2011, the Company conducted the first closing under the AuroTellurio Option Agreement. The purchase price for the first closing was $30,000 in cash and 250,000 common shares, fair valued at $17,500 based on the market price on the date of issuance. The $30,000 in cash includes the $20,000 deposits paid to Mexivada in December 2010 in connection with signing the binding offer letter agreement, which provided the Company with additional time to perform its due diligence, raise financing, and prepare a definite purchase agreement. At the closing, the Company paid the remaining $10,000 cash and issued the 250,000 common shares.

In exchange, the Company received from Mexivada four fully executed title deeds, each transferring to the Company a twenty percent (20%) interest in the La Viuda Concessions comprising the AuroTellurio Property, to be held in escrow by the Company's counsel until fully vested in accordance with their terms. If the Company defaults on its commitments under the AuroTellurio Option Agreement or otherwise determines not to proceed with the acquisition of the AuroTellurio Property, all unvested interests and related title deeds in the AuroTellurio Property will be returned to Mexivada.

On the first anniversary of the closing, the first $750,000 requirement per year was reached by the Company, per the AuroTellurio Option Agreement (Note 13). The Company made a payment of $40,000 on August 10, 2012 and issued 250,000 shares on August 28, 2012, fair valued at $3,750 based on the market price on the date of issuance. Having met all the required conditions, the first 20% interest in the La Viuda Concessions has vested in the Company as of August 28, 2012.

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DERIVATIVE LIABILITIES (Tables)

12 Months Ended

Jan. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Liabilities for Estimated Fair Value of Derivative Warrant Instruments

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		30,739,129
Market price of the Company’s common stock on the measurement dates	$	0.05 and 0.09
Exercise price	$	0.125
Risk free interest rate (1)		0.475	%
Dividend yield		0.00	%
Volatility		257.95	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates.

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.08 and 0.10
Exercise price	$	0.125
Risk free interest rate range (1)		0.61 - 0.81	%
Dividend yield		0.00	%
Volatility range		268.16 - 284.75	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.07 and 0.08
Exercise price	$	0.125
Risk free interest rate range (1)		0.37 - 0.38	%
Dividend yield		0.00	%
Volatility range		257.60 - 259.63	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

Common stock issuable upon exercise of warrants		2,125,000
Market price of the Company’s common stock on the measurement date	$	0.05
Exercise price	$	0.06
Risk free interest rate		0.37	%
Dividend yield		0.00	%
Volatility		295.28	%
Expected exercise term in years		2.0

	January 31, 2013			January 31, 2012
Common stock issuable upon exercise of warrants		41,671,195			38,739,129
Market price of the Company’s common stock on the measurement dates	$	0.008		$	0.064
Exercise price range	$	0.03 - 0.06		$	0.125
Risk free interest rate range (1)		0.42 - 0.65	%		0.08 - 0.13	%
Dividend yield		0.00	%		0.00	%
Volatility range		306.62 - 327.98	%		288.34	%
Expected exercise term in years		2.89 - 4.12			0.39 - 0.95

(1) The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2013, and the 6-month and 1-year Treasury Bill as of January 31, 2012, respectively.

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INCOME TAXES

12 Months Ended

Jan. 31, 2013

Income Tax Disclosure [Abstract]

Income Tax Disclosure

NOTE 12 - INCOME TAXES

No provision for federal income taxes has been recognized for the years ended January 31, 2013 and 2012, as the Company incurred a net operating loss for income tax purposes in each year and has no carryback potential.

The Company had deferred income tax assets as of January 31, 2013 and 2012 as follows:

	2013			2012
Loss carryforwards	$	975,819		$	628,063
Less - valuation allowance		(975,819	)		(628,063	)
Total net deferred tax assets	$	-		$	-

The Company had net operating loss carryforwards for income tax reporting purposes of $2,788,055 as of January 31, 2013, which may be offset against future taxable income. These net operating loss carryforwards may be carried forward in varying amounts until the time when they begin to expire in 2029 through 2033. 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.

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FAIR VALUE MEASUREMENTS

12 Months Ended

Jan. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 8 - FAIR VALUE MEASUREMENTS

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash, Due to third party, Prepaid expenses, Mining rights, Accounts payable, and Accrued liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivative liabilities

The Company’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. The fair values of the Company’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of January 31, 2013 and January 31, 2012, respectively:

	Fair Value Measurements at January 31, 2013 and 2012
Description	(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Derivative liability - January 31, 2013	$	-	$	-	$	327,661	$	327,661
Derivative liability - January 31, 2012	$	-	$	-	$	1,817,100	$	1,817,100

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as level 3 in the fair value hierarchy:

	Significant Unobservable Inputs  (Level 3)
	Year Ended January 31,
	2013			2012
Derivative liabilities - beginning balance	$	1,817,100		$	2,305,770
Additions		101,985			544,034
Reductions		-			-
Change in fair value		(1,591,424	)		(1,032,704	)
Derivative liabilities - ending balance	$	327,661		$	1,817,100
Realized and unrealized gain (loss) on derivatives, net, included in earnings for the period ended January 31, 2013 and 2012	$	1,591,424		$	1,032,704

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RELATED PARTY TRANSACTIONS

12 Months Ended

Jan. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

Compensation of Officers and Directors

Officers and director fees totaled $54,000 and $66,000 for the years ended January 31, 2013 and 2012, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses.

As of January 31, 2013 and January 31, 2012, the Company owed its officers and directors $56,500 and $2,500, respectively, which were recorded as other accrued liabilities - related party in its consolidated balance sheets.

Legal Fees

Effective December 1, 2010, the Company entered into a 12-month retainer agreement with a stockholder, pursuant to which the Company shall pay a monthly fee of $5,500 for providing legal services relating to SEC regulatory compliance and reporting requirements. After the agreement expired in November 2011, the stockholder continued to provide these legal services at $6,000 per month. For the year ended January 31, 2013 and 2012, the Company incurred $76,500 and $60,500 in legal fees relating to these services, respectively.

Additionally, the Company agreed to pay a flat fee of $50,000 for legal representation relating to the acquisition of the AuroTellurio Property from Mexivada. The Company reached the maximum payment of $50,000 per the addendum as of October 31, 2011.

The Company also paid legal fees (calculated and billed on an hourly basis) for the preparation and filing of its resale registration statement of the Form S-1 covering the shares of the Company’s common stock underlying the warrants contained in the units sold in the 2010/2011 private placement offering. For the years ended January 31, 2013 and 2012, the Company incurred $66,794 and $12,223, respectively, in legal fees for preparation of its registration statements of the Form S-1.

For the years ended January 31, 2013 and 2012, the Company’s professional legal fees to a stockholder totaled $180,343 and $150,550 respectively, and primarily related to SEC filings, acquisitions, private placement offerings, and other general corporate matters. The legal fees incurred were included as a component of general and administrative expenses and acquisition-related costs. A total of $101,873 outstanding payable for legal services provided was included in the Company’s consolidated balance sheets as of January 31, 2013, comparedto $0 outstanding as of January 31, 2012.

Consulting and Other Professional Fees

In January 2011, the Company entered into an administrative services agreement with Incorporated Communications Services (“ICS”), a California corporation. George Duggan, the Company’s Chief Operations Officer, is the Vice President of ICS. Pursuant to the agreement with ICS, ICS will make available its address in La Canada, California to serve as the Company’s corporate headquarters and communications office, and provide the Company with basic administrative services, including coordinating and routing incoming telephone calls, handling investor inquiries, assisting in the preparation of press releases, developing an informational website and coordinating with the auditors and financial statement preparers. The Company pays ICS a monthly fee of $6,000 for these services. This agreement with ICS became effective January 1, 2011, ran for 12 months and was extended for an additional 12 months beginning January 1, 2012 and January 1, 2013. The Company incurred $72,000 and $72,000 in management fees for the years ended January 31, 2013 and 2012, which were included as a component of general and administrative expenses. Additionally, the Company reimbursed ICS for the expenses related to the services provided of $11,817 and $9,291 for the years ended January 31, 2013 and 2012. As of January 31, 2013 and 2012, the outstanding payable to ICS was $0 and $0, respectively, recorded in the Company’s consolidated balance sheets.

On June 6, 2011, the Company entered into a consulting agreement with a stockholder of the Company. The Company engaged the stockholder to provide certain consulting services related to the Company’s business for the period through June 5, 2013, for a monthly compensation fee of $6,000. Beginning February 6, 2012, the monthly consulting fee was reduced to $3,000 and then reversed back to $6,000 per month starting June 6, 2012. Additionally, in May 2012, the Company paid back the reduced fees for the months of March 2012 through May 2012 to the stockholder. The Company incurred $72,000 and $48,000 in consulting fees related to this agreement for the year ended January 31, 2013 and 2012, which were included as a component of general and administrative expenses. As of January 31, 2013 and January 31, 2012, the Company recorded payables to the stockholder in the amount of $2,500 and $0, respectively.

Securities Purchases and Issuances

Baybak Family Partners, Ltd. purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000. Michael Baybak, the Company’s stockholder, has voting and investment power with respect to the shares owned by Baybak Family Partners, Ltd.

GRQ Consultants, Inc. 401K purchased 6,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $150,000. Barry Honig, the Company’s stockholder, has voting and investment power with respect to the shares owned by GRQ Consultants, Inc. 401K.

Gottbetter & Partners, LLP, the Company’s stockholder, purchased 8,000,000 units (including Series A Preferred Stock instead of common stock) in the Company’s 2010/2011 Private Placement for an aggregate investment of $200,000.

In connection with the terms of the 2007 Cromwell merger, and cancellation and reversal of the merger, an officer and director of the Company made advances to, and incurred expenses on behalf of the Company of $31,000. The Company reimbursed this officer by issuing 31,000,000 shares. On December 22, 2010, the Company repurchased and cancelled 13,000,000 of those shares from its officer at a price of $13,000.

In January 2011, the Company entered into a consulting agreement with one of the Company’s stockholders, which provided consulting services related to the Company’s business development and corporate finance for a term of 90 days, commencing on January 18, 2011. In February 2011, in consideration of provided services, the Company issued 500,000 shares of its restricted common stock to this stockholder and recorded $0 and $10,555 of stock-based compensation expense for services provided to the Company in the years ended January 31, 2013 and 2012, respectively. The stock-based compensation expense was included as a component of general and administrative expenses in the Company’s consolidated statements of expenses.

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DERIVATIVE LIABILITIES

12 Months Ended

Jan. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

NOTE 7 - DERIVATIVE LIABILITIES

Derivative Warrant Instruments

In the December 2010 and January 2011 Unit Offering, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $1,323,133 at the grant dates as of December 22, 2010 and January 13, 2011. These estimates were re-valued as being $1,383,475 at the balance sheet date as of January 31, 2012. The Company recorded a $922,295 change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $125,692 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		30,739,129
Market price of the Company’s common stock on the measurement dates	$	0.05 and 0.09
Exercise price	$	0.125
Risk free interest rate (1)		0.475	%
Dividend yield		0.00	%
Volatility		257.95	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates.

In April 2011, the Company added to the Unit Offering a first over-allotment option. As such, the Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $71,973, $131,077, and $88,824 at the grant dates of April 7, 2011, April 13, 2011, and April 30, 2011, respectively. The April 2011 grants were re-valued as being $211,117 at the balance sheet date of January 31, 2012. The Company recorded a $80,757 change in value as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,417 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.08 and 0.10
Exercise price	$	0.125
Risk free interest rate range (1)		0.61 - 0.81	%
Dividend yield		0.00	%
Volatility range		268.16 - 284.75	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

In June and July 2011, the Company closed its first and second over-allotment options. The Company incurred liabilities for the estimated fair value of derivative warrant instruments in the form of warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $149,203 and $102,957 at the grant dates of June 15, 2011 and July 15, 2011, respectively. The grants were re-valued as being $222,508 at January 31, 2012. The Company recorded a $29,652 change in value as unrealized gain in non-operating income for the year ended January 31, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,447 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		4,000,000
Market price of the Company’s common stock on the measurement dates	$	0.07 and 0.08
Exercise price	$	0.125
Risk free interest rate range (1)		0.37 - 0.38	%
Dividend yield		0.00	%
Volatility range		257.60 - 259.63	%
Expected exercise term in years		1.5

(1) The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

As of February 1, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term has been extended by six months and (ii) one-half of the warrants (19,369,565) retain the exercise price of $0.125 per share and the other one-half of the warrants (19,369,564) have an exercise price of $0.05 per share.

As a result of the issuance of the March 2012 Units at $0.04 per unit (Note 9), a weighted average anti-dilution adjustment was made with respect to those warrants exercisable for 19,369,565 of the shares being offered at the original exercise price of $0.125 per share. Since the $0.04 price per unit of the March 2012 Units was lower than the $0.125 warrant exercise price, the exercise price with respect to these 19,369,565 warrants was lowered to $0.12, post March 2012 Unit Offering, and the aggregate number of shares issuable upon exercise of these warrants was increased to 20,176,630. Because the anti-dilution provisions of the warrants call for rounding to the nearest cent, no adjustments were required for the other 19,369,564 warrants, which have an exercise price of $0.05 per share.

In March 2012, pursuant to a private placement offering, the Company issued 4,250,000 warrants to purchase 0.5 shares of common stock per unit. The Company recorded a derivative liability upon issuance of the warrants. The estimated fair value of the derivative warrant instruments was calculated using the Black-Scholes option pricing model and amounted to $101,985 at the grant date of March 16, 2012. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $16,892 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

The fair value of each warrant granted in the private placement offering through January 31, 2012 has been estimated on the dates of grant using the Black-Scholes option pricing model, under the following assumptions:

Common stock issuable upon exercise of warrants		2,125,000
Market price of the Company’s common stock on the measurement date	$	0.05
Exercise price	$	0.06
Risk free interest rate		0.37	%
Dividend yield		0.00	%
Volatility		295.28	%
Expected exercise term in years		2.0

As of December 19, 2012, the Company amended the terms of the warrants issued during the 2010/2011 private placement offerings, such that (i) their term shall be extended for a period of an additional three years from its date of expiration as previously amended and (ii) the exercise price of all of the warrants, exercisable for an aggregate of 39,546,194 shares of common stock, including anti-dilution adjustments, sold in the Offering shall be reduced to $0.03 per whole share through the third year of the extended term of the warrants, then increased to $0.04 per whole share during the fourth year of the term and to $0.05 per whole share during the fifth year of the term. The valuation of the warrants at January 31, 2013 reflects the new terms. The estimated fair value of the derivative warrant instruments was calculated using a probability-weighted scenario analysis model as of January 31, 2013 (See the Company’s fourth quarter valuation model review and summary of January 31, 2013 assumptions below). The estimate was re-valued as being $152,213 at the balance sheet date as of January 31, 2013, and the Company recorded the change in value in non-operating income for the year ended January 31, 2013.

During the fourth quarter of the year ended January 31, 2013, the Company completed a review of the valuation of its derivative warrant instruments. The Company determined that as a result of the aforementioned amendments to the exercise price during the year ended January 31, 2013, the Company should adopt the probability-weighted scenario analysis model for the year ended January 31, 2013. The estimated fair value of all derivative warrant instruments was re-valued as being $327,661 at the balance sheet date as of January 31, 2013. The Company recorded a $1,591,424 net change in value of the derivative liability as unrealized gain in non-operating income for the year ended January 31, 2013.

The following is a summary of the assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of the balance sheet date at January 31, 2013, and the assumptions used for the Black-Scholes option pricing model to estimate the fair value of the warrants as of balance sheet date at January 31, 2012, respectively:

	January 31, 2013			January 31, 2012
Common stock issuable upon exercise of warrants		41,671,195			38,739,129
Market price of the Company’s common stock on the measurement dates	$	0.008		$	0.064
Exercise price range	$	0.03 - 0.06		$	0.125
Risk free interest rate range (1)		0.42 - 0.65	%		0.08 - 0.13	%
Dividend yield		0.00	%		0.00	%
Volatility range		306.62 - 327.98	%		288.34	%
Expected exercise term in years		2.89 - 4.12			0.39 - 0.95

(1) The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2013, and the 6-month and 1-year Treasury Bill as of January 31, 2012, respectively.

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EQUITY

12 Months Ended

Jan. 31, 2013

Equity [Abstract]

Equity

NOTE 9 - EQUITY

Private Placement Offering

On December 22, 2010, the Company issued 3,660,000 shares to certain note holders upon conversion of outstanding convertible promissory notes at a conversion price of $0.025 per share.

On December 22, 2010, the Company sold to various persons 58,478,258 units of its securities for gross proceeds of $1,461,956, at $0.025 per unit. Each of 36,478,258 of the units consists of one common share and a warrant to purchase one-half share at $0.125 per whole share. Each of the remaining 22,000,000 units consists of one share of the Company’s Series A Convertible Preferred Stock and warrants to purchase one-half of one share of common stock. The warrants will be exercisable from issuance until eighteen months after the closing of the PPO.

On January 13, 2011, the Company sold an additional 5,000,000 Units for a total price of $125,000. The Company repurchased and cancelled 2,000,000 Units for $50,000.

During the year ended January 31, 2012, the Company sold an additional 16,000,000 Units for a total price of $400,000.

On March 16, 2012, the Company completed the closing of a private placement offering pursuant to which the Company sold to various accredited investors and non-U.S. persons 4,250,000 Units of its securities for gross proceeds of $170,000, at an offering price of $0.04 per unit. The Company incurred closing costs of $1,750, resulting in net proceeds from the Offering of $168,250. Each of these Units consisted of one share of the Company’s common stock and a warrant to purchase one-half share of the Company’s common stock at an exercise price of $0.06 per whole share. These warrants will be exercisable from issuance until twenty-four (24) months after the closing of this offering.

As of January 31, 2013, cumulatively, the Company has sold a total of 81,728,258 Units for a total price of $2,106,956. The Company incurred closing costs of $20,750, resulting in net proceeds from the Offering of $2,086,206.

AuroTellurio Acquisition

On August 4, 2011, in connection with the First Closing under the AuroTellurio Option Agreement, the Company issued to Mexivada 250,000 shares at $0.001 per share. The issued stock was fair valued at $17,500 based on the market price on the date of issuance.

On August 28, 2012, the Company issued to Mexivada an additional 250,000 shares at $0.015 per share. The issued stock was fair valued at $3,750 based on the market price on the date of issuance.

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Derivative Liabilities - Additional Information (Detail) (USD $)	1 Months Ended		2 Months Ended			12 Months Ended				1 Months Ended					2 Months Ended		12 Months Ended					1 Months Ended		2 Months Ended		12 Months Ended					1 Months Ended							12 Months Ended					12 Months Ended								12 Months Ended
	Mar. 31, 2012	Apr. 30, 2011	Jul. 31, 2011	Jan. 31, 2011		Jan. 31, 2013	Jan. 31, 2012	Mar. 16, 2012	Jan. 18, 2011	Dec. 19, 2012 Third Year Of Extended Term Of Warrants	Dec. 19, 2012 Fourth Year Of Extended Term Of Warrants	Dec. 19, 2012 Fifth Year Of Extended Term Of Warrants	Apr. 30, 2011 Minimum		Jul. 31, 2011 Minimum		Jan. 31, 2013 Minimum		Jan. 31, 2012 Minimum		Jan. 31, 2011 Minimum	Apr. 30, 2011 Maximum		Jul. 31, 2011 Maximum		Jan. 31, 2013 Maximum		Jan. 31, 2012 Maximum		Jan. 31, 2011 Maximum	Mar. 31, 2012 1st Half	Jan. 31, 2012 1st Half	Mar. 31, 2012 2nd Half	Jan. 31, 2012 2nd Half	Mar. 16, 2012 Unit Offering	Jan. 13, 2011 Unit Offering	Dec. 22, 2010 Unit Offering	Jan. 31, 2012 First Over-Allotment Option, Unit Offering	Jan. 31, 2013 First Over-Allotment Option, Unit Offering	Apr. 30, 2011 First Over-Allotment Option, Unit Offering	Apr. 13, 2011 First Over-Allotment Option, Unit Offering	Apr. 07, 2011 First Over-Allotment Option, Unit Offering	Jan. 31, 2012 First and Second Over-Allotment Options, Closed	Jan. 31, 2013 First and Second Over-Allotment Options, Closed	Jul. 15, 2011 First and Second Over-Allotment Options, Closed	Jun. 15, 2011 First and Second Over-Allotment Options, Closed	Jan. 31, 2013 Derivative Warrant Instruments	Jan. 31, 2013 Private Placement Offering One	Jan. 31, 2013 Private Placement Offering Two	Dec. 19, 2012 Private Placement Offering Two	Jan. 31, 2012 December 2010 and January 2011 Unit Offering	Jan. 31, 2013 December 2010 and January 2011 Unit Offering
Derivative [Line Items]
Fair value of derivative warrant instruments																																			$ 101,985	$ 1,323,133	$ 1,323,133	$ 211,117	$ 16,417	$ 88,824	$ 131,077	$ 71,973	$ 222,508	$ 16,447	$ 102,957	$ 149,203	$ 327,661	$ 16,892	$ 152,213		$ 1,383,475	$ 125,692
Unrealized gain on derivative instruments						$ 1,591,424																																$ 80,757					$ 29,652								$ 922,295
Warrants issued								4,250,000																							19,369,565	19,369,565	19,369,564	19,369,564																39,546,194
Warrants exercise price										$ 0.03	$ 0.04	$ 0.05																			$ 0.125	$ 0.125	$ 0.05	$ 0.05
Common stock issuable upon exercise of warrants, conversion ratio	0.5
Units of securities, offering price									$ 0.025
Reduction to warrant exercise price																															$ 0.12
Number of shares issuable on anti dilution provisions of warrants																															20,176,630
Market price	$ 0.05					$ 0.008	$ 0.064						$ 0.08		$ 0.07						$ 0.05	$ 0.10		$ 0.08						$ 0.09
Expected volatility rate	295.28%			257.95%			288.34%						268.16%		257.60%		306.62%					284.75%		259.63%		327.98%
Risk-free interest rates	0.37%			0.475%	[1]								0.61%	[2]	0.37%	[3]	0.42%	[4]	0.08%	[4]		0.81%	[2]	0.38%	[3]	0.65%	[4]	0.13%	[4]
Expected terms	2 years	1 year 6 months	1 year 6 months	1 year 6 months													2 years 10 months 21 days		4 months 21 days							4 years 1 month 13 days		11 months 12 days

[1] The risk-free interest rate was determined by management using the average of 1- and 2-year Treasury Bill yield as of the grant dates.

[2] The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates

[3] The risk-free interest rate was determined by management using the 2-year Treasury Bill yield as of the grant dates.

[4] The risk-free interest rate was determined by management using the 3-year and the average of the 3- and 5-year Treasury Bill as of January 31, 2013, and the 6-month and 1-year Treasury Bill as of January 31, 2012, respectively.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jan. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. All material intercompany balances and transactions have been eliminated.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2013 and 2012, and the reported revenues and expenses for the years then ended and cumulative from inception. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances.

Mineral Rights Exploration and Development Costs

Mineral Rights, Exploration and Development Costs

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. 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. As of January 31, 2013 and 2012, the Company capitalized $91,250 and $47,500, respectively, of costs to acquire an interest in mineral rights related to the AuroTellurio Property (Note 4).

Under U.S. GAAP, all mineral exploration expenditures associated with efforts to search for and establish mineral reserves are expensed as incurred. Costs to acquire properties are capitalized. Mine development costs incurred to construct the infrastructure necessary to extract the reserves and prepare the mine for production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. During the years ended January 31, 2013 and 2012, the Company recorded $233,718 and $355,653 of mineral exploration and development expenditures, respectively. These expenditures were expensed as incurred and recorded as mineral property expenses in the Company’s consolidated statements of expenses.

Property and Equipment

Property and Equipment

The Company’s property and equipment is stated at cost less accumulated depreciation and consists of a vehicle.  Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred.  Depreciation is provided principally on the straight-line method over the estimated useful life of the vehicle, which is 5 years. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation will be removed from the accounts and any gain or loss will be reflected in the gain or loss from operations.

Derivative Financial Instruments

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For warrants and convertible derivative financial instruments, the Company uses the Black-Scholes option pricing model to value the derivative instruments at inception and subsequent valuation dates. For the year ended January 31, 2013, the Company adopted the probability-weighted scenario analysis model. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Fair Value Measurements

Fair Value Measurements

The Company measures fair value in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

Stock-Based Compensation

Stock-Based Compensation

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

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

For the years ended January 31, 2013 and 2012, the Company recorded $432,777 and $505,539, respectively, in stock-based compensation as a component of general and administrative expenses.

Net Earnings (Loss) per Common Share

Net Earnings (Loss) per Common Share

Basic net earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the diluted weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. For the year ended January 31, 2013, net earnings was reported and the Company included options and outstanding warrants to purchase 51,671,195 shares of common stock. However, the average market price of the common shares exceeded the exercise price of the options and warrants. As such, the options and warrants did not have a dilutive effect. For the year ended January 31, 2012, a net loss was reported and the Company excluded options and outstanding warrants to purchase 11,000,000 shares of common stock, as the effect would be anti-dilutive.

Income Taxes

Income Taxes

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

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

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

Acquisition-Related Costs

Acquisition-Related Costs

In the years ended January 31, 2013 and 2012, the Company incurred certain costs related to the AuroTellurio Acquisition (Note 4). Those costs included legal, valuation, travel, and other professional or consulting fees. The Company accounted for those acquisition-related costs under FASB ASC Topic 805, Business Combinations. The costs were recognized as mineral property expenses in the periods in which the costs were incurred and the services received. The Company recorded $233,718 and $355,653 in those costs for the years ended January 31, 2012 and 2011, respectively.

New Accounting Pronouncements

New Accounting Pronouncements

The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements.

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CONVERTIBLE DEBENTURES AND WARRANTS (Tables)

12 Months Ended

Jan. 31, 2013

Convertible Debt Disclosure [Abstract]

Summary Of The Status Of The Warrants Granted

A summary of the status of 2007 warrants granted as of January 31, 2013 and 2012 is as follows:

			Average
			Exercise
Description	Shares		Price
Outstanding at January 31, 2012		1,190,000	$	0.75
Expired		1,190,000	$	0.75
Outstanding at January 31, 2013		-

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Status of Warrants Granted (Detail) (2007 Warrants, USD $)	Jan. 31, 2013	Jan. 31, 2012
2007 Warrants
Class of Warrant or Right [Line Items]
Shares Outstanding	0	1,190,000
Average Exercise Price, Outstanding	0	0.75
Shares Outstanding, Expired	1,190,000
Average Exercise Price, Expired	$ 0.75

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $)	Total	Donated Services	Private Placement	Forgiveness Of Related Party Debt	Over Allotment Offering	Acquisition Of Mining Rights	Period Issuance 01 Services	Period Issuance 01 Cash	Period Issuance 02 Cash	Period Issuance 02 Expenses Paid By Officer	Period Issuance 03 Cash	Common Stock	Common Stock Private Placement	Common Stock Over Allotment Offering	Common Stock Acquisition Of Mining Rights	Common Stock Period Issuance 01 Services	Common Stock Period Issuance 01 Cash	Common Stock Period Issuance 02 Cash	Common Stock Period Issuance 02 Expenses Paid By Officer	Common Stock Period Issuance 03 Cash	Preferred Stock	Preferred Stock Private Placement	Additional Paid-in Capital	Additional Paid-in Capital Donated Services	Additional Paid-in Capital Private Placement	Additional Paid-in Capital Forgiveness Of Related Party Debt	Additional Paid-in Capital Over Allotment Offering	Additional Paid-in Capital Acquisition Of Mining Rights	Additional Paid-in Capital Period Issuance 01 Services	Additional Paid-in Capital Period Issuance 01 Cash	Additional Paid-in Capital Period Issuance 02 Cash	Additional Paid-in Capital Period Issuance 03 Cash	Deficit Accumulated During the Exploration Stage
Balance at Jan. 31, 2005
Common stock issued (in shares)																	46,990,000	6,985,000		1,778,000
Common stock issued								$ 7,400	$ 11,000		$ 56,000						$ 46,990	$ 6,985		$ 1,778										$ (39,590)	$ 4,015	$ 54,222
Loss for the year ended	(29,275)																																(29,275)
Balance at Jan. 31, 2006	45,125											55,753											18,647										(29,275)
Balance (in shares) at Jan. 31, 2006												55,753,000
Loss for the year ended	(21,158)																																(21,158)
Balance at Jan. 31, 2007	23,967											55,753											18,647										(50,433)
Balance (in shares) at Jan. 31, 2007												55,753,000
Common stock issued (in shares)																12,700,000			31,000,002
Common stock issued							2,000			31,000						12,700			31,000										(10,700)
Loss for the year ended	(935,664)																																(935,664)
Cancellation of common stock (in shares)												(44,450,000)
Cancellation of common stock												(44,450)											44,450
Common stock issued for convertible debentures (in shares)												1,190,000
Common stock issued for convertible debentures	595,000											1,190											593,810
Contributed capital		235,668																						235,668
Balance at Jan. 31, 2008	(48,029)											56,193											881,875										(986,097)
Balance (in shares) at Jan. 31, 2008												56,193,002
Common stock issued (in shares)																	4,000,000	120,000
Common stock issued								20,000	60,000								4,000	120												16,000	59,880
Loss for the year ended	(75,062)																																(75,062)
Cancellation of common stock (in shares)												(2,000,000)
Cancellation of common stock												(2,000)											2,000
Balance at Jan. 31, 2009	(43,091)											58,313											959,755										(1,061,159)
Balance (in shares) at Jan. 31, 2009												58,313,002
Loss for the year ended	(182,521)																																(182,521)
Cancellation of common stock (in shares)												(250,000)
Cancellation of common stock												(250)											250
Balance at Jan. 31, 2010	(225,612)											58,063											960,005										(1,243,680)
Balance (in shares) at Jan. 31, 2010												58,063,002
Common stock issued (in shares)																4,500,000
Common stock issued							234,445									4,500													229,945
Loss for the year ended	(1,615,423)																																(1,615,423)
Cancellation of common stock (in shares)												(15,000,000)
Cancellation of common stock	(63,000)											(15,000)											(48,000)
Common stock issued for convertible debentures (in shares)												3,660,000
Common stock issued for convertible debentures	182,865											3,660											179,205
Contributed capital				157,291																						157,291
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively (in shares)												41,478,258										22,000,000
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively			1,586,956									41,478										22,000			1,523,478
Derivatives resulting on above warrants issued	(1,323,133)																						(1,323,133)
Balance at Jan. 31, 2011	(1,065,611)											92,701									22,000		1,678,791										(2,859,103)
Balance (in shares) at Jan. 31, 2011												92,701,260									22,000,000
Common stock issued (in shares)															250,000
Common stock issued						17,500									250													17,250
Loss for the year ended	(262,818)																																(262,818)
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively (in shares)														16,000,000
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively					396,500									16,000													380,500
Derivatives resulting on above warrants issued	(544,034)																						(544,034)
Stock-based compensation (in shares)												500,000
Stock-based compensation	505,539											500											505,039
Balance at Jan. 31, 2012	(952,924)											109,451									22,000		2,037,546										(3,121,921)
Balance (in shares) at Jan. 31, 2012												109,451,260									22,000,000
Common stock issued (in shares)															250,000
Common stock issued						3,750									250													3,500
Loss for the year ended	289,469																																289,469
Cancellation of common stock (in shares)												(1,000,000)
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively (in shares)													4,250,000
Common stock, preferred stock, and derivative warrants instruments sold at $0.04, $0.025 and $0.025 per share, less offering costs of $1,750, $3,500 and $15,500 in 2013, 2012 and 2011 respectively			168,250										4,250												164,000
Derivatives resulting on above warrants issued	(101,985)																						(101,985)
Stock-based compensation (in shares)												2,250,000
Stock-based compensation	432,777											1,250											431,527
Balance at Jan. 31, 2013	$ (160,663)											$ 115,201									$ 22,000		$ 2,534,588										$ (2,832,452)
Balance (in shares) at Jan. 31, 2013												115,201,260									22,000,000

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EXPLORATION STAGE ACTIVITIES AND GOING CONCERN

12 Months Ended

Jan. 31, 2013

Exploration Stage Activities and Going Concern [Abstract]

EXPLORATION STAGE ACTIVITIES AND GOING CONCERN

NOTE 3 - EXPLORATION STAGE ACTIVITIES AND GOING CONCERN

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

sustain the operations of the Company.

The Company’s activities through January 31, 2013 have been supported by debt and equity financing. It has a cumulative loss since inception of $2,832,452 as of January 31, 2013. 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 principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred a cumulative 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.

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INCOME TAXES (Tables)

12 Months Ended

Jan. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities

The Company had deferred income tax assets as of January 31, 2013 and 2012 as follows:

	2013			2012
Loss carryforwards	$	975,819		$	628,063
Less - valuation allowance		(975,819	)		(628,063	)
Total net deferred tax assets	$	-		$	-

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Equity - Additional Information (Detail) (USD $)	12 Months Ended		0 Months Ended			12 Months Ended	0 Months Ended	1 Months Ended
	Jan. 31, 2013	Jan. 18, 2011	Mar. 16, 2012 Private Placement	Jan. 13, 2011 Private Placement	Dec. 22, 2010 Private Placement	Jan. 31, 2012 Private Placement	Aug. 04, 2011 AuroTellurio Option Agreement	Aug. 28, 2012 Issuance of Equity AuroTellurio Option Agreement	Mar. 31, 2012 1st Half	Jan. 31, 2012 1st Half	Mar. 31, 2012 2nd Half	Jan. 31, 2012 2nd Half
Stockholders Equity Note [Line Items]
Units of securities issued	81,728,258		4,250,000	5,000,000	58,478,258	16,000,000
Proceeds from Sale of Units of securities	$ 2,106,956		$ 170,000	$ 125,000		$ 400,000
Closing costs	20,750		1,750
Proceeds from private placement Offering	2,086,206				1,461,956
Warrant exercisable period			24 months
Exercise price of warrants			$ 0.06		$ 0.025				$ 0.125	$ 0.125	$ 0.05	$ 0.05
Units of securities, offering price		$ 0.025	$ 0.04		$ 0.125
Net proceeds from sale of units			168,250
Stock issued in acquisition, restricted shares							250,000	250,000
Common stock, price							$ 0.001	$ 0.015
Value of stock issued in acquisition							17,500	3,750
Convertible promissory notes, shares issued on conversion					3,660,000
Convertible promissory notes, conversion price per share					$ 0.025
Number of units consist of one common share and a warrant to purchase one-half share					36,478,258
Number of units consist of one share of series a convertible preferred stock and warrants to purchase one half of one share of common stock					22,000,000
Units repurchased and cancelled				2,000,000
Value of units repurchased and cancelled				$ 50,000

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jan. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

AuroTellurio Acquisition

In addition to $30,000 cash payment and 250,000 stock issuance made at the First Closing under the AuroTellurio Option Agreement on August 4, 2011 (Note 4), assuming the Company exercises its right to acquire each of the four twenty percent (20%) interests in the AuroTellurio Property, the Company will make the following cash payments and share issuances to Mexivada: (i) $40,000 and 250,000 shares on the first anniversary of the Closing; (ii) $50,000 and 300,000 shares on the second anniversary of the Closing; (iii) $70,000 and 350,000 shares on the third anniversary of the Closing; and (iv) $100,000 and 500,000 shares on the fourth anniversary of the Closing. In connection with the AuroTellurio Option Agreement, the Company will pay an aggregate total of $290,000 in cash and 1,650,000 common shares.

Under the terms of the AuroTellurio Option Agreement, the Company is also committed to incur $3,000,000 in cumulative exploration expenditures on the Property over a four year period at an investment rate of at least $750,000 per year. The Company will earn a 20% vested interest in the AuroTellurio Property in the first year of the AuroTellurio Option Agreement by investing $750,000 in an exploration program and up to an additional 60% interest in the Property, in blocks of 20% each, by investing an additional $750,000 in the exploration program in each of the following three years, or sooner, and meeting all of the other required terms of the AuroTellurio Option Agreement. Each 20% interest will vest earlier if each year’s cash and stock payments to Mexivada and $750,000 exploration expenditure investment are completed earlier than scheduled.

Under the terms of the Agreement, the Company will act as “Operator,” exclusively responsible, in consultation with Mexivada, for carrying out and administering exploration, development and mining work on the AuroTellurio Property. If costs of the exploration program exceed the agreed upon $3,000,000 investment, the Company will share additional costs with Mexivada on a proportionate share basis. Once the Company has earned its full 80% interest in the AuroTellurio Property, the Company will form a joint venture with Mexivada applicable to the further development and commercialization of the AuroTellurio Property.

The Company obtained a surface rights agreement, with the landowner on whose property the La Viuda Concessions are located, to conduct its mineral exploration program, effective June 17, 2011. The Company will pay the land owner $14,400 for each year in which the Company carries out exploration work on this land. The Company has completed the majority of Phase 1 of its 2011/2012 exploration program and has conducted mapping, trenching and sampling programs at the AuroTellurio Property as well as gravity and magnetic geophysical surveys, including a helicopter-borne magnetics and radiometric survey, in preparation for an initial 3,000-meter drilling program that is planned for implementation in 2013. As of January 31, 2013, the Company incurred $667,473 since inception in its exploration and development expenditures, which are expensed as incurred.

During the year ended January 31, 2013, the Company entered into agreements with several third parties for the geological survey services on the AuroTellurio Property. For the years ended January 31, 2013 and 2012, the Company incurred a total amount of $85,336 and $78,945 of fees related to these services which were included as a component of mineral property expenses.

As of January 31, 2013, the Company incurred $667,473 since inception in its exploration and development expenditures, which are expensed as incurred. In addition to the Company’s mineral exploration expenditures, Mexivada accepted certain other Company’s expenses towards its minimum requirement of $750,000 per year such as a percentage of its accounting, legal and consulting fees, compensation of its officers and directors, and management support services, which were included as a component of general and administrative expenses in the Company’s consolidated statements of expenses. Mexivada accepted approximately $1,089,407 of total expenses as of June 30, 2012 (the date of the Company’s expenses reviewed by Mexivada) and confirmed that the amounts over $750,000 will be applied towards the second year requirements. Mexivada also confirmed that it will grant the 20% interest in the AutoTellurio project to the Company, after the Company makes the $40,000 cash payment and issues 250,000 of its shares to Mexivada in connection with the AuroTellurio Option agreement. The $40,000 payment was made on August 10, 2012 and the 250,000 shares were issued to Mexivada on August 28, 2012.

Other Commitments

During the years ended January 31, 2013 and 2012, the Company has entered into several consulting, legal, and administrative services agreements with related parties. See Note 6 for further details.