8-K 1 a06-6283_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  March 7, 2006

 

U.S. GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Colorado

 

0-9137

 

84-0796160

(State or other jurisdiction of
incorporation or organization)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification No.)

 

2201 Kipling Street, Suite 100

Lakewood, CO 80215-1545

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number including area code:   (303) 238-1438

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 7.01               Regulation FD Disclosure.

 

On March 7, 2006, a newsletter was mailed by McEwen Capital to the shareholders of U.S. Gold Corporation.  A copy of that newsletter is attached to this report as Exhibit 99.1.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits.  The following exhibits are filed with this report:

 

99.1         Newsletter of McEwen Capital to shareholders of U. S. Gold Corporation.

 

Cautionary Statement for Purposes of the “Safe Harbor “Provisions of the Private Securities Litigation Reform Act of 1995.

 

The matters discussed in this report on Form 8-K, when not historical matters, are forward-looking statements that involve a number of risks and uncertainties that could cause actual results to differ materially from projected results.  Such factors include, among others, the willingness and ability of third parties to honor their contractual obligations, the decisions of third parties over which the Company has no control, commodity prices, environmental and government regulations, availability of financing, judicial proceedings, force majeure events, and other risk factors as described from time to time in the Company’s filings with the SEC.  Many of these factors are beyond the Company’s ability to control or predict.  The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.

 

Exhibit Index

 

The following is a list of the Exhibits furnished herewith.

 

Exhibit

 

 

Number

 

Description of Exhibit

 

 

 

99.1

 

Newsletter of McEwen Capital to shareholders of U. S. Gold Corporation.

 

1


 

SIGNATURE

 

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

 

 

 

U.S. GOLD CORPORATION

 

 

 

 

 

 

Date: March 7, 2006

By:

  /s/ William F. Pass

 

 

 

William F. Pass, Vice President, Chief Financial
Officer and Secretary

 

2