-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlCD/kcqvNgc82k7eaWTGHEtjLDSSWVNJPgVWqJqv6ytq6HypDAcAC+ziUVLen+o Xezn5rXMhVRSRHE+vBo5Mw== 0001014909-05-000046.txt : 20050513 0001014909-05-000046.hdr.sgml : 20050513 20050512202445 ACCESSION NUMBER: 0001014909-05-000046 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S GOLD CORP CENTRAL INDEX KEY: 0000314203 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 840796160 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09137 FILM NUMBER: 05826009 BUSINESS ADDRESS: STREET 1: 2201 KIPLING ST STREET 2: STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215-1545 BUSINESS PHONE: 3032381438 MAIL ADDRESS: STREET 1: 2201 KIPLING STREET STE 100 CITY: LAKEWOOD STATE: CO ZIP: 80215 FORMER COMPANY: FORMER CONFORMED NAME: U S SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880706 FORMER COMPANY: FORMER CONFORMED NAME: SILVER STATE MINING CORP DATE OF NAME CHANGE: 19880629 10QSB 1 f10q_march2005usgold.txt FORM 10-QSB U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to -------------- --------------- Commission file number 0-9137 U.S. GOLD CORPORATION (Exact name of small business issuer as specified in its charter) COLORADO 84-0796160 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2201 Kipling Street, Suite 100 Lakewood, Colorado 80215-1545 (Address of principal executive offices) (303) 238-1438 (Issuer's telephone number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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 --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding as of May 13, 2005 Common Stock, $0.10 par value 20,457,010 U.S. GOLD CORPORATION Index Page ---- Part I - FINANCIAL INFORMATION Item 1. Consolidated Balance Sheet (unaudited) at March 31, 2005 3 Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2005 and 2004 4 Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2005 and 2004 5 Notes to Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis or Plan of Operation 9 Item 3. Controls and Procedures 12 Part II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 13 2 U.S. GOLD CORPORATION CONSOLIDATED BALANCE SHEET MARCH 31, 2005 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 81,063 Other current assets 6,716 ------------ Total current assets 87,779 ------------ Property and equipment, net 99,089 Investment in Tonkin Springs LLC 880,840 Investment in affiliate-GRC -- Other assets 700 ------------ TOTAL ASSETS $ 1,068,408 ============ LIABILITIES & SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 34,669 Installment purchase contracts 26,364 ------------ Total current liabilities 61,033 ------------ Installment purchase contracts, long term 53,336 Related party payables, long-term 510,449 ------------ Total liabilities 624,818 ------------ Shareholders' equity: Common stock, $.10 par value, 35,000,000 shares authorized; 20,457,010 shares issued and outstanding 2,045,701 Additional paid-in capital 33,726,210 Accumulated (deficit) (35,328,321) ------------ Total shareholders' equity 443,590 ------------ TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 1,068,408 ============ The accompanying notes are an integral part of these consolidated financial statements. 3
U.S. GOLD CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the three For the three Months ended Months ended March 31, March 31, 2004 2005 (Restated) -------------- ------------- OTHER REVENUE: Interest income $ 1,724 $ 10,625 --------- --------- Total other revenues 1,724 10,625 --------- --------- COSTS AND EXPENSES: General and administrative 199,620 218,966 Write-off BacTech purchase price receivable 182,748 -- Stock compensation expense -- 21,800 Interest 899 476 Depreciation 4,825 2,240 --------- --------- Total costs and expenses 388,092 243,482 --------- --------- (Loss) before income taxes (386,368) (232,857) --------- --------- Provision for income taxes -- -- --------- --------- Net (loss) $(386,368) $(232,857) ========= ========= Basic and diluted per share data: Net (loss) Basic $ (0.02) $ (0.01) ========= ========= Diluted $ (0.02) $ (0.01) ========= ========= The accompanying notes are an integral part of these consolidated financial statements.
4
U.S. GOLD CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the three For the three Months ended Months ended March 31, March 31, 2004 2005 (Restated) -------------- ------------ Cash flows from operating activities: Cash paid to suppliers and employees $(176,236) $(148,590) Interest received 1,724 -- Interest paid (899) (476) Income taxes paid -- -- --------- --------- Cash (used in) operating activities (175,411) (149,066) --------- --------- Cash flows from investing activities: BacTech Nevada purchase price payments 185,776 -- --------- --------- Cash provided by investing activities 185,766 -- --------- --------- Cash flows from financing activities: Sale of common stock for cash -- 72,350 Payments on installment purchase contracts (4,290) -- --------- --------- Cash provided by (used in) financing activities (4,290) 72,350 --------- --------- Increase (decrease) in cash and cash equivalents 6,075 (76,716) Cash and cash equivalents, beginning of period 74,988 197,992 --------- --------- Cash and cash equivalents, end of period $ 81,063 $ 121,276 ========= ========= Reconciliation of net (loss) to cash (used in) operating activities: Net (loss) $(386,368) $(232,857) Items not requiring cash: Write-off of BacTech purchase price receivable 182,748 -- Interest income -- (10,625) Stock compensation expense -- 21,800 Depreciation 4,825 2,240 Decrease (increase) in other assets related to operations (840) (45,498) Increase (decrease) in liabilities related to operations 24,224 115,874 --------- --------- Cash (used in) operating activities $(175,411) $(149,066) ========= ========= The accompanying notes are an integral part of these consolidated financial statements.
5 U.S. GOLD CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005 (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Certain adjustments have been made in the financial statements for March 31, 2004 to conform to accounting and financial statement presentation for the period ended March 31, 2005. The changes had no effect on Net (loss) for the quarter ended March 31, 2004. These statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary for fair presentation of the information contained therein. However, the results of operations for the interim period may not be indicative of results expected for the full fiscal year. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's Form 10-KSB as of and for the year ended December 31, 2004. Per Share Amounts: Statement of Financial Accounting Standards No. 128, "Earnings Per Share," provides for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding during the period (20,457,010 for the three month period ended March 31, 2005 and 19,525,878 for the corresponding period of 2004). Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company, similar to fully diluted earnings per share. As of March 31, 2005 and 2004 warrants and options are not considered in the computation of diluted earnings per share as their inclusion would be antidilutive. 2. TONKIN SPRINGS PROJECT As of March 31, 2005, the Company owns 45% of Tonkin Springs LLC, a Delaware limited liability company ("TSLLC") which, in turn, owns the Tonkin Springs gold mine property located in Eureka County, Nevada. Effective July 31, 2003, the Company sold a 55% equity ownership interest in TSLLC to BacTech Nevada Corporation ("BacTech Nevada"), a Nevada corporation and subsidiary of BacTech Mining Corporation ("BacTech"), a Canadian corporation based in Ontario with shares traded on the TSX-Venture Exchange (symbol BM-T). BacTech Nevada assumed management and funding responsibilities for TSLLC effective July 31, 2003. On April 12, 2005, BacTech Nevada gave notice that it was withdrawing from TSLLC effective May 12, 2005, as provided under the July 31, 2003 TSLLC agreements. Upon such withdrawal, BacTech Nevada's 55% interest in TSLLC will revert to the 6 U.S. GOLD CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005 (Unaudited) Company, which will then own 100% interest in TSLLC and the Company will then be responsible for management and funding for the project. As set forth under the July 31, 2003 TSLLC agreements, BacTech Nevada is responsible to fund and satisfy all unfunded liabilities to third parties (whether such accrued before or after such withdrawal) arising out of operations conducted subsequent to July 31, 2003 but prior to the date of BacTech Nevada's withdrawal, May 12, 2005. BacTech has guaranteed the performance of BacTech Nevada under the TSLLC agreements. The Company will require substantial additional funding or will need to undertake a joint venture or other transaction in order to maintain and protect the TSLLC assets and maintain compliance with various regulatory and permit requirements. Bonding of reclamation as required under various Nevada agencies and the BLM is the responsibility of TSLLC under the terms of the Tonkin Springs LLC Operating Agreement and was to be funded by BacTech Nevada. On September 30, 2004, TSLLC filed an updated reclamation cost estimate with the BLM of $2,856,633 related to existing disturbances for Tonkin Springs. On March 8, 2005, BacTech Nevada was notified by the Federal Bureau of Land Management ("BLM") that TSLLC was not in compliance with its obligation to increase the related reclamation bond in respect to the Tonkin Springs property by approximately $1,119,000. If the bond is ultimately not posted, TSLLC may be subject to loss of operating permits and/or fines, and could ultimately result in initiation of reclamation at the properties with loss of the current reclamation bonding of approximately $1.7 million. The Company is in contact with the various regulatory agencies concerning the transition of the Company as manager of TSLLC and is evaluating plans and financial alternatives in order to meet requirements for compliance concerning the properties. The projected estimate of "Obligation for asset retirement" for the Tonkin Springs properties as of March 31, 2005, reflecting the adoption of SFAS 143 and the updated estimate of reclamation cost developed in 2004 as noted above, is $1,641,093. The Company reflects its 45% share of this obligation, $738,492, in its investment balance for TSLLC. These amounts may be revised upon regulatory review of the updated reclamation cost estimate developed for regulatory purposes. Actual asset retirement and reclamation, generally, will be commenced upon the completion of operations at the properties. The following is a reconciliation of the aggregate of asset retirement obligation projected for TSLLC: Asset retirement and reclamation liability-1/1/2005 $1,596,570 Accretion of liability 44,523 ---------- Asset retirement and reclamation liability-3/31/05 $1,641,093 ========== It is anticipated that the capitalized asset retirement costs will be charged to expense based on the units of production method commencing with gold production at Tonkin Springs. There was no projected adjustment during 2004 or 2005 for amortization expense of capitalized asset retirement cost required under SFAS 143 since the Tonkin Springs property was not in operation. The purchase price for BacTech Nevada's 55% equity ownership interest in TSLLC was $1,750,000 of which $1,567,252 was paid through March 31, 2005. The Company has written off and expensed the remaining purchase price receivable from BacTech Nevada of $182,748 at March 31, 2005 as BacTech Nevada has given notice of withdrawal from TSLLC as discussed further above. BacTech Nevada is required to pay 100% of the funding required by TSLLC through the effective date if its withdrawal, May 12, 2005. Through March 31, 2005, BacTech Nevada reported that it has spent approximately $4,067,416 in such 7 U.S. GOLD CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005 (Unaudited) funding. At March 31, 2005, TSLLC, on a 100% basis, had total assets of $6,979,037, liabilities to third parties of $160,885, accrued salary to BacTech employees of $120,000, reclamation obligations of $1,713,604 (which includes Nevada Department of Environmental Protection reclamation obligation of $72,511), and equity of $4,984,547. The Company's equity account is $5,465,907 and BacTech's is $(481,360). For the three months ended March 31, 2005, BacTech reports that total expenses of TSLLC were $368,832 which included $44,523 in accretion expense related to asset retirement obligation, and $324,309 reflecting other property holding, amortization and evaluation costs. Liabilities to third parties, if not discharged by BacTech Nevada, as provided under the TSLLC agreements, may result in certain vendors filing claims against TSLLC and potential liens against the assets of TSLLC. The Company may be required to resolve such claims in order to protect the assets of TSLLC and to then seek recovery from BacTech Nevada and/or BacTech. It is presently uncertain that the Company could recover some or all of any such recovery from BacTech. 3. RELATED PARTY TRANSACTIONS-GOLD RESOURCE CORPORATION As of March 31, 2005, the Company owns 3,911,352 shares (approximately 27.65%) of the common stock of Gold Resource Corporation ("GRC"), a private Colorado corporation, after the effect of a two for one forward stock split by GRC effective February 21, 2005. Through its stock ownership in GRC, the Company has the opportunity to benefit from GRC's activities in Mexico. GRC is currently evaluating a gold/silver property in Mexico. William W. Reid and David C. Reid, each founders of GRC and officers and directors of the Company, own in the aggregate approximately 29.17% of GRC as of March 31, 2005, and William F. Pass, an officer of the Company, owns approximately 1.63% of GRC. At March 31, 2005, GRC had unaudited assets of $19,520, total liabilities of $399,829, and shareholders' (deficit) of $(380,309). For the three months ended March 31, 2005, GRC reported a loss of $(141,974) consisting primarily of $21,330 in mineral property exploration and evaluation, $9,716 in property acquisition and related costs, and $110,940 in general and administrative expenses. During 2005, GRC has funded its operations through the sale of equity raising approximately $207,500 through May 13, 2005. GRC's net comprehensive losses for the three month periods ended March 31, 2005 and 2004 were $(141,974) and $(127,622), respectively, of which the Company's share is approximately $(39,260) and $(50,049), respectively. The shares of GRC are not currently publicly traded. The shares of GRC were assessed by the Company to have indeterminable market value and the investment was therefore recorded at zero basis. Under equity accounting, the Company has not recorded its share of GRC's operating losses to date since such recognition would reduce its zero basis investment in GRC to below zero. 8 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview The following discussion summarizes our plan of operation for the foreseeable future. It also analyzes our financial condition at March 31, 2005 and compares that condition to our financial condition at year-end December 31, 2004. Finally, the discussion summarizes the results of our operations for the three months period ended March 31, 2005 and compares those results to the three month period ended March 31, 2004. This information should be read in conjunction with the other financial information and reports filed with the Securities and Exchange Commission ("SEC"), especially our Annual Report on Form 10-KSB for the year ended December 31, 2004. The Company participates in two mining properties through a 45% interest in the Tonkin Springs gold property in Eureka County, Nevada, and through a 27.65% equity interest in Gold Resource Corporation ("GRC") which is exploring the El Aguila gold/silver property in the state of Oaxaca, Mexico. As of March 31, 2005, the Tonkin Springs property was operated by BacTech Nevada in its capacity as manager of the Tonkin Springs LLC ("TSLLC") where BacTech had been evaluating placing the property back into production. However, on April 12, 2005, BacTech Nevada gave notice that it was withdrawing from TSLLC effective May 12, 2005, as provided under the July 31, 2003 TSLLC agreements. Upon such withdrawal of BacTech Nevada, its 55% interests in TSLLC will revert to the Company, which will then own 100% interest in TSLLC and be responsible for management and funding for the project. The Company is faced with an immediate need for additional funding for the Tonkin Springs project and to provide for corporate overhead. The Company intends to explore financial alternatives which include, but are not limited to, sale of assets, sale of equity, a merger with another company, or a joint venture partner, to accomplish these objectives. While the Company is confident that owning 100% of the Tonkin Springs project should enhance its ability to obtain additional funding and/or effectuate other corporate transactions, there can be no assurance that the Company will be successful in these efforts. As set forth under the July 31, 2003 TSLLC agreements, BacTech Nevada is responsible to fund and satisfy all unfunded liabilities to third parties (whether such accrued before or after such withdrawal) arising out of operations conducted subsequent to July 31, 2003 but prior to the date of BacTech Nevada's withdrawal, May 12, 2005. BacTech has guaranteed the performance of BacTech Nevada under the TSLLC agreements. The El Aguila property is operated by GRC, which is involved in the exploration and evaluation of that property. Both of these projects are currently in the development or exploration stage so we currently have no revenue from operations. Plan of Operation Our plan of operation for the foreseeable future is to (i) seek and secure immediate additional funding for the Company necessary to protect the assets of TSLLC, meet certain regulatory requirements at the Tonkin Springs property and to fund critical overhead expenses of the Company, (ii) evaluate and negotiate additional corporate transactions in an effort to increase shareholder value, which could include merger of the Company with and into another company and/or a joint venture agreement concerning the Tonkin Springs property, and (iii) encourage GRC to continue its evaluation of the El Aquila property in Mexico and if warranted, undertake development and production of the property. In order to achieve these objectives, we require substantial additional capital. The minimum annual holding costs of the Tonkin Springs property are approximately $700,000 per year with additional costs related to environmental compliance and regulatory bonding requirements. As noted below, an additional reclamation bonding deposit of $1,119,000 for Tonkin Springs is currently required in 2005. In addition, corporate overhead of the Company approximates $700,000 per year. 9 Historically, we have relied on the sale of equity securities, primarily in private placements, to fund our short term working capital needs, and we hope to obtain additional financing in that manner in the near future to meet our immediate requirements. In the event we are unsuccessful in that endeavor, we may be forced to sell some of our assets, such as shares in GRC, to fund our working capital requirements. Our immediate objective is to preserve and protect the Tonkin Springs property until we are able to identify a partner to help in the further financing of the mine, or a merger with another company to accomplish our objectives. As noted above, BacTech Nevada has given notice of withdrawal from TSLLC effective May 12, 2005. At that time the Company will become 100% owner of TSLLC, project manager and be responsible for all funding. As of May 5, 2005, BacTech Nevada has reported that there were approximately $175,000 in outstanding accounts payables owed to third party vendors, suppliers and others of TSLLC, and approximately $120,000 accrued salary owed to BacTech employees. It is uncertain if BacTech Nevada or BacTech will be able to discharge the TSLLC obligations to third parties or to their own employees. In order to protect the Tonkin Springs assets, the Company may be forced to satisfy these obligations to third parties and then to seek recovery from BacTech. BacTech Nevada has been notified by the BLM that TSLLC is not in compliance with its obligation to increase the reclamation bond in respect to the Tonkin Springs property by approximately $1,119,000 and had until approximately April 12, 2005 to post the additional reclamation bond. BacTech was unable to deposit the required reclamation bonding. The Company is in discussions with regulatory agencies seeking additional time to secure funding to post the required bonding. If the bond is not ultimately posted, TSLLC may be subject to loss of operating permits and/or fines, and could ultimately result in initiation of reclamation at the properties with loss of the current reclamation bonding of approximately $1.7 million. The Company also has an approximate 27.65% equity investment in GRC at March 31, 2005, which is exploring the El Aguila gold/silver property in the state of Oaxaca, Mexico. GRC is currently seeking additional equity funding to continue the exploration of the El Aguila property and to evaluate the potential for its development, if warranted. Since we have a minority interest in GRC, we are not responsible for any necessary financing. During 2005 and through May 13, 2005 GRC has raised approximately $207,500 from the private sale of their equity securities. Liquidity and Capital Resources As of March 31, 2005, the Company had working capital of $26,746 made up of current assets of $87,779 and current liabilities of $61,033. This represents a decrease in working capital of $388,061 from fiscal year end December 31, 2004. Of that amount, $182,748 represents the remaining purchase price receivable from BacTech Nevada as of March 31, 2005 which has been written off since BacTech Nevada has since resigned from TSLLC. The balance represents cash spend or liabilities incurred in operating the Company during the first quarter of the 2005 year. In addition, the Company reported $563,785 in long term liabilities. Therefore, the Company is faced with immediate need for substantial additional funding. See "Overview" and "Plan of Operations" above for further discussion of the plans of the Company to meet these capital needs. Net cash used by operations increased to $(175,411) for the three months ended March 31, 2005 from $(149,066) for the corresponding period in 2004. Costs paid to suppliers and employees increased to $176,236 during the 2005 period from $148,590 during the 2004 period, primarily reflecting higher investor relations program costs. Cash flows from investing activities was $185,766 for 2005 compared to $0 in 2004 reflecting purchase price payments received in 2005 from BacTech Nevada. Cash flow from financing activities decreased to $(4,290) in 2005 representing payments under installment purchase contracts, from $72,350 in 2004 from the sale of common stock. 10 Results of Operations For the three months ended March 31, 2005, the Company recorded a net loss of $(386,368), or $(.02) per share, compared to a loss for the corresponding period of 2004 of $(232,857) or $(.01) per share. General and administrative expense decreased $19,346 in 2005 to $199,620, primarily reflecting lower legal, audit expense and director fees, offset, in part, by higher expense related to investor relations programs. Effective March 31, 2005, the Company wrote-off the remaining purchase price payments from BacTech Nevada of $182,748 as BacTech Nevada has given notice of their intent to withdraw from TSLLC effective May 12, 2005. This write-off contributed most significantly to the higher loss for the first quarter of 2005 compared to the corresponding period of 2004. During the 2004 period, stock compensation expense of $21,800 was recognized for the Black-Scholes pricing model value of the warrants issued in conjunction with the sale of 100,000 Units. GRC's unaudited operating loss for the three month periods ended March 31, 2005 and 2004 is $141,974 and $127,622, respectively, of which the Company's share would be approximately $39,260 and $50,049, respectively. Under equity accounting, the Company has not recorded its share of GRC's operating losses to date since such recognition would reduce its zero basis investment in GRC to below zero. Forward-Looking Statements This Form 10-QSB contains or incorporates by reference "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others: - statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and - statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. 11 Risk Factors Impacting Forward-Looking Statements The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in our other reports filed with the SEC and the following: o The worldwide economic situation; o Any change in interest rates or inflation; o The willingness and ability of third parties to honor their contractual commitments; o Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the gold mining industry for risk capital; o Our costs of production; o Environmental and other regulations, as the same presently exist and may hereafter be amended; o Our ability to identify, finance and integrate other acquisitions; and o Volatility of our stock price. We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements. Investors should take note of any future statements made by or on our behalf. Item 3. Controls and Procedures (a) We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of March 31, 2005, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective in timely alerting them to material information required to be included. (b) Changes in Internal Controls. There were no significant changes in the Company's internal controls or, to the Company's knowledge, in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II Item 6. Exhibits and Reports on Form 8-K. a. Exhibits 31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William W. Reid. 31.2* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William F. Pass. 32* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for William W. Reid and William F. Pass. * Filed and included in this Form 10-QSB. 12 b. Reports on Form 8-K. On January 14, 2005, the Company reported on Form 8-K, Item 5.02, Departure of Directors or Principal Officers; election of Directors; Appointment of Principal Officers, the resignation of Mr. Curtis Deane as a director of the Corporation. On January 14, 2005, the Company reported on Form 8-K, Item 5, Other Events and Regulation FD Disclosures, a news release which reported a positive internal study for the Tonkin Springs project in Eureka County, Nevada, by the manager of Tonkin Springs LLC, BacTech Mining Corporation. On March 16, 2005, the Company reported on Form 8-K, Item 5, Other Events and Regulation FD Disclosures, a news release by BacTech Mining Corporation that it was exploring alternatives including merger of BacTech or the sale of BacTech's interest in the Tonkin Springs LLC. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Company caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. GOLD CORPORATION Dated: May 13, 2005 By /s/ William W. Reid --------------------------------- William W. Reid, President and Chairman of the Board Dated: May 13, 2005 By /s/ William F. Pass --------------------------------- William F. Pass, Vice President and Chief Financial Officer 13 EX-31 2 exh31_1.txt Exhibit 31.1 CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, WILLIAM W. REID, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of U.S. Gold Corporation (The "Company") for the quarter ended March 31, 2005; 2. Based on my knowledge, this 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 Company as of, and for, the periods presented in this Report; 4. The Company's other certifying officer(s) and I are 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 Company and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us 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 our 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 Company's disclosure controls and procedures and presented in this Report our 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 Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company'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 Company's internal control over financial reporting. Dated: May 13, 2005. /s/ William W. Reid ------------------------------------------- William W. Reid, President, Chief Executive Officer and Chairman EX-31 3 exh31_2.txt Exhibit 31.2 CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, WILLIAM F. PASS, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of U.S. Gold Corporation (the "Company") for the quarter ended March 31, 2005; 2. Based on my knowledge, this 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 Company as of, and for, the periods presented in this Report; 4. The Company's other certifying officer(s) and I are 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 Company and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us 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 our 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 Company's disclosure controls and procedures and presented in this Report our 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 Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and 5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company'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 Company's internal control over financial reporting. Dated: May 13, 2005. /s/ William F. Pass ------------------------------------------ William F. Pass, Vice President and Chief Financial Officer EX-32 4 exh_32.txt Exhibit 32 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Quarterly Report on Form 10-QSB of U.S. Gold Corporation, a Colorado corporation (the "Company") for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Company does hereby certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of our knowledge: 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. Dated: May 13, 2005. U.S. GOLD CORPORATION /s/ William W. Reid -------------------------------------- William W. Reid, President, Chief Executive Officer and Chairman of the Board of Directors /s/ William F. Pass -------------------------------------- William F. Pass, Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----