U.S. Gold (USAU) 8-K/A Financial Statements and Exhibits

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

As of July 31, 2017

							Pro Forma			Pro Forma
	U.S. Gold Corp.			Disposal			Adjustments		Notes	Total
ASSETS
CURRENT ASSETS:
Cash	$	4,346,618		$	-		$	531,148	a	$	4,877,766
Prepaid expenses and other current assets		774,786			-			-			774,786
Assets held for sale - current		3,550,556			(3,550,556	)		-			-
Total Current Assets		8,671,960			(3,550,556	)		531,148			5,652,552
NON - CURRENT ASSETS:
Reclamation bond deposit		46,482			-			-			46,482
Mineral rights		4,120,623			-			-			4,120,623
Assets held for sale - long term		37,984			(37,984	)		-			-
Total Non - Current Assets		4,205,089			(37,984	)		-			4,167,105
Total Assets	$	12,877,049		$	(3,588,540	)	$	531,148		$	9,819,657
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	290,484		$	-		$	-		$	290,484
Accounts payable - related party		2,431			-			-			2,431
Accrued liabilities		722,197			-			-			722,197
Liabilities held for sale - current		3,603,671			(3,603,671	)		-			-
Total Current Liabilities		4,618,783			(3,603,671	)		-			1,015,112
LONG- TERM LIABILITIES
Liabilities of held for sale - long term		23,891			(23,891	)		-			-
Total Liabilities		4,642,674			(3,627,562	)		-			1,015,112
Commitments and Contingencies
STOCKHOLDERS’ EQUITY :
Preferred stock, $0.001 par value; 50,000,000 authorized
Convertible Series C Preferred stock ($0.001 Par Value; 45,002 Shares Authorized)		8			-			-			8
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized)		12,036			-			-			12,036
Additional paid-in capital		22,070,169			-			-			22,070,169
Accumulated deficit		(13,847,838	)		39,022			531,148	a and b		(13,277,668	)
Total Stockholders’ Equity		8,234,375			39,022			531,148			8,804,545
Total Liabilities and Stockholders’ Equity	$	12,877,049		$	(3,588,540	)	$	531,148		$	9,819,657

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended July 31, 2017

						Pro Forma				Pro Forma
	U.S. Gold Corp.			Disposal		Adjustments			Notes	Total
Net revenues	$	-		$	-	$	-			$	-
Operating expenses:
Compensation and related taxes		1,389,814			-		-				1,389,814
Exploration costs		767,883			-		-				767,883
Professional fees		861,463			-		-				861,463
General and administrative expenses		187,173			-		-				187,173
Total operating expenses		3,206,333			-		-				3,206,333
Operating loss from operations from continuing operations		(3,206,333	)		-		-				(3,206,333	)
Loss from continuing operations before provision for income taxes		(3,206,333	)		-		-				(3,206,333	)
								��
Provision for income taxes		-			-		-				-
Loss from continuing operations		(3,206,333	)		-		-				(3,206,333	)
Discontinued operations:
Loss from discontinued operations		(6,071,448	)		-		-				(6,071,448	)
Net gain on sale of discontinued operations		-			39,022		531,148		a and b		570,170
Total loss from discontinued operations		(6,071,448	)		39,022		531,148				(5,501,278	)
Net loss	$	(9,277,781	)	$	39,022	$	531,148			$	(8,707,611	)
Loss per common share, basic and diluted
Loss from continuing operations	$	(0.35	)							$	(0.35	)
Discontinued operations:
Loss from discontinued operations	$	(0.65	)							$	(0.65	)
Gain on sale of discontinued operations	$	0.00								$	0.06
Total	$	(0.65	)							$	(0.59	)
Net Loss Per Share	$	(1.00	)							$	(0.94	)
Weighted average common shares outstanding - basic and diluted		9,252,624									9,252,624

U.S. GOLD CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended April 30, 2017

						Pro Forma			Pro Forma
	U.S. Gold Corp.			Disposal		Adjustments		Notes	Total
Net revenues	$	-		$	-	$	-		$	-
Operating expenses:
Compensation and related taxes		1,072,509			-		-			1,072,509
Exploration costs		1,368,044			-		-			1,368,044
Professional fees		1,442,477			-		-			1,442,477
General and administrative expenses		262,237			-		-			262,237
Total operating expenses		4,145,267			-		-			4,145,267
Loss from operations		(4,145,267	)		-		-			(4,145,267	)
Other expense:
Interest income		1,048			-		-			1,048
Interest expense - related party		(4,242	)		-		-			(4,242	)
Total other expense		(3,194	)		-		-			(3,194	)
Loss before provision for income taxes		(4,148,461	)		-		-			(4,148,461	)
Provision for income taxes		-			-		-			-
Net loss	$	(4,148,461	)	$	-	$	-		$	(4,148,461	)
Net loss per common share, basic and diluted	$	(0.42	)						$	(0.42	)
Weighted average common shares outstanding - basic and diluted		9,778,492								9,778,492

U.S. GOLD CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(a) Total consideration for the Dataram Memory sale is as follows:

Total consideration	$	900,000
Direct legal and sales commission expenses related to the sale		(201,510	)
Estimated Dataram expenses to be deducted from the sales proceeds		(167,342	)
Total cash received for the Dataram Memory sales	$	531,148

(b) The gain from sale of Dataram Memory business is as follows:

Total cash received for the Dataram Memory sales	$	531,148
Excess liabilities disposed over assets disposed		39,022
Net gain from sale of Dataram Memory business	$	570,170