Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-96653

Prospectus

U.S. Gold Corporation
4,203,243 Shares
Common Stock

By this prospectus, the Selling Shareholders named in this prospectus may from
time to time offer shares of our Common Stock. U.S. Gold Corporation will not
receive any of the proceeds from the sale of shares of Common Stock by the
Selling Shareholders. This prospectus also relates to shares to be issued upon
exercise of various Common Stock warrants for which U.S. Gold Corporation would
receive gross proceeds of $209,250 if all the subject warrants are exercised
(see "DESCRIPTION OF CAPITAL STOCK" elsewhere in this prospectus).

Our Common Stock trades on the OTC Bulletin Board under the symbol :"USGL." On
September 23, 2004, the reported last sale price of our Common Stock was $0.47
per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6 OF
THIS PROSPECTUS AND THOSE RISK FACTORS CONTAINED IN THE APPLICABLE PROSPECTUS
SUPPLEMENT, IF ANY, FOR INFORMATION YOU SHOULD CONSIDER BEFORE BUYING THE
SECURITIES.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is September 24, 2004.

TABLE OF CONTENTS
Page
----

PROSPECTUS SUMMARY........................................................... 3

RISK FACTORS................................................................. 5

DETERMINATION OF OFFERING PRICE.............................................. 9

SELLING SECURITY HOLDERS..................................................... 9

PLAN OF DISTRIBUTION......................................................... 11

LEGAL PROCEEDINGS............................................................ 13

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS................. 13

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............... 16

DESCRIPTION OF CAPITAL STOCK................................................. 18

INTEREST OF NAMED EXPERTS AND COUNSEL........................................ 19

DISCLOSURE OF COMMISSION POSTION ON INDEMNIFICATION.......................... 19

FOR SECURITY LIABILITY....................................................... 19

DESCRIPTION OF BUSINESS...................................................... 19

MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................................. 26

DESCRIPTION OF PROPERTY...................................................... 32

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................... 35

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS..................... 40

EXECUTIVE COMPENSATION....................................................... 41

LEGAL PROCEEDINGS............................................................ 46

EXPERTS...................................................................... 46

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE....................................................... 46

ADDITIONAL INFORMATION AVAILABLE............................................. 46

FINANCIAL STATEMENTS......................................................... 47

ABOUT THIS PROSPECTUS Back Cover

Additional Information

Descriptions in this prospectus of certain documents are intended as
summaries only and are qualified by reference to the contents of any contract,
agreement or other document described herein. Reference is made to each such
contract, agreement or document filed as an exhibit to the registration
statement of which this prospectus is a part, or incorporated therein by
reference as permitted by rules and regulations of the Securities and Exchange
Commission. (See "Additional Information Available.")

Special Note Regarding Forward-Looking Statements

Please see the note under "Managements Discussion and Analysis or Plan of
Operation," for a description of special factors potentially affecting
forward-looking statements included in this prospectus.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this Prospectus. You
should read the entire Prospectus carefully, including the "RISK FACTORS"
section.

THE OFFERING: Resale of 4,203,243 shares of Common Stock by Selling
Shareholders in market or negotiated transactions.

OUR BUSINESS: We are engaged in the exploration for gold and silver
mineralization and the development and production from
successful properties. The Company has not had revenues from
mining operations since 1990. Our only owned property is the
Tonkin Springs property located on the Battle
Mountain-Cortez gold trend in Nevada where we have a 45%
interest with BacTech Nevada Corporation ("BacTech Nevada")
who in turn owns a 55% interest in the joint venture and is
manager with certain funding responsibilities. We are
presently in the exploration stage for gold and silver at
the Tonkin Springs property where we have a milling facility
in place and an estimate of mineralized material of 30.7
million tons with average grade of 0.045 ounce gold per ton.
We and BacTech Nevada are currently evaluating the Tonkin
Springs property to determine if the property can be put
back into production. On March 15, 2004, BacTech Nevada
submitted permit applications to governmental agencies for a
staged operation lasting up to 10 years. In conjunction with
the permitting process, BacTech Nevada has determined that
the project will require an Environmental Impact Statement
("EIS") which involves certain statutory evaluations by the
federal Bureau of Land Management ("BLM") and provides for
public comment. The EIS is currently in process and is
anticipated to proceed consistent with regulatory agency
permit application evaluations. These permits could take
approximately a year to be issued. BacTech Nevada also
commissioned a third party feasibility study for Tonkin
Springs by the engineering firm of Micon International
Limited ("Micon"), of Toronto, Canada. Micon was retained to
determine the feasibility of processing approximately 2
million short tons of oxide and sulfide mineralization per
year and the study was prepared consistent with National
Instrument 43-101 of the Canadian Securities Administration.
The study was competed in May 2004 and the study concluded
that the Tonkin Springs gold mine is a viable project and
recommends development. BacTech Nevada reported in September
2004 that they are continuing to optimize the planned
project based on ongoing metallurgical and other testing and
as a result the specific production and costs targets of the
Micon study may change, which changes, if any, will be
incorporated into the current permitting process and may
impact the time required to secure such permits. BacTech
Nevada will be required to raise additional funding to fund
its obligations to the Company and the venture.

On March 25, 2003, the Company and BacTech Enviromet
Corporation ("BacTech"), a Canadian corporation based in
Ontario now named BacTech Mining Corporation ("BacTech")
entered into an option agreement whereby BacTech could
purchase a 55% ownership interest in Tonkin Springs Limited
Liability Company ("TSLLC") which owns the Tonkin Springs
property for $1,750,000 cash (the "Purchase Price"). Under
the option agreement BacTech also agreed to a funding

obligation of $12 million of development costs at the Tonkin
Springs project. The option was exercisable through July 31,
2003. BacTech paid the Company a non-refundable deposit of
$250,000 related to the option agreement, which was applied
against the Purchase Price, and was obligated to fund
reasonable and necessary holding costs at the Tonkin Springs
property from March 25, 2003 through Closing or termination
of the option agreement in the amount of approximately
$68,500.

Effective July 31, 2003, BacTech Nevada Corporation
("BacTech Nevada"), a subsidiary of BacTech, closed on the
purchase of 55% equity ownership interest in TSLLC and
assumed management and funding responsibilities for TSLLC.
The Company, through subsidiaries, owns the remaining 45%
equity ownership interest in TSLLC.

We also have an approximate 33.9% equity investment in an
affiliate company, Gold Resource Corporation ("GRC"), a
private Colorado corporation. GRC is currently exploring a
gold property in the state of Oaxaca, Mexico. From July 1,
2000 through December 31, 2002, we managed the affairs of
GRC under contract, however, GRC was responsible to provide
all its required funding. See "BUSINESS" and "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS-CONTRACT WITH GOLD
RESOURCE CORPORATION".

OUR PRINCIPAL
EXECUTIVE OFFICES: Address: 2201 Kipling Street, Suite 100
Lakewood, CO 80215-1545
Telephone Number: (303) 238-1438
E-mail: billp@usgoldmining.com

TOTAL SHARES
OUTSTANDING PRIOR
TO THE OFFERING: 20,457,526

SHARES BEING
OFFERED FOR RESALE
TO THE PUBLIC: 4,203,243

SHARES BEING ISSUED
WHEN AND IF THERE
IS EXERCISE OF
WARRANTS: 245,000

TOTAL SHARES
OUTSTANDING AFTER
THE OFFERING: 20,702,526

PRICE PER SHARE
TO THE PUBLIC: Indeterminate, sales will be made either at market prices on
the date of sale or negotiated prices.

TOTAL PROCEEDS
RAISED BY OFFERING: None. (See "DESCRIPTION OF CAPITAL STOCK" regarding
warrants.)

USE OF PROCEEDS
FROM THE SALE OF
SHARES BY THE
COMPANY: Not applicable.

OTC BULLETIN
BOARD SYMBOL: USGL

BERLIN STOCK
EXCHANGE SYMBOL: US 8

PLAN OF
DISTRIBUTION: Market transactions through licensed broker-dealers or
negotiated transactions, in the case of Selling
Shareholders. Issuance of shares pursuant to exercise and
conversion of warrants in the case of the Company.

MANAGEMENT: Our executive management is made up of William W. Reid,
president, chief executive officer and director, William F.
Pass, vice president, chief financial officer and secretary,
David C. Reid, vice president and director, and our
non-executive, outside directors are John W. Goth, Richard
F. Nanna, Peter Bojtos, Curtis Deane and Richard F. Mauro.

Unless otherwise indicated, "we," "us" and "our" refer to U. S. Gold Corporation
and our subsidiaries. The Company also holds a 45% interest in TSLLC, which owns
the Tonkin Springs project in Eureka County, Nevada.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. WE BELIEVE THESE ARE ALL THE MATERIAL RISKS CURRENTLY
FACING OUR BUSINESS, BUT ADDITIONAL RISKS WE ARE NOT PRESENTLY AWARE OF OR THAT
WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. OUR
FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY
AFFECTED BY THESE RISKS. THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE DUE
TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. IN
ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION INCLUDED
IN THIS PROSPECTUS OR ANY APPLICABLE PROSPECTUS SUPPLEMENT, INCLUDING OUR
FINANCIAL STATEMENTS AND RELATED NOTES.

1. GOING CONCERN RISK COULD RESULT IN COMPANY NOT CONTINUING IN BUSINESS. The
Company's ability to continue as a going concern is contingent upon the
performance of BacTech Nevada under a purchase agreement and our ability to
secure financing, increase equity through sale of securities and attain
profitable operations. Due to these uncertainties, our independent accountants
have included a going concern limitation in their audit report as of and for the
year ended December 31, 2003. Based on our working capital at June 30, 2004, we
estimate that we have enough capital to continue in operation until June 30,
2005. After that date, we are dependent on receipt of capital from outside
sources to continue in operation. See "FINANCIAL STATEMENTS."

2. BACTECH NEVADA MAY NOT MAKE THE PAYMENTS REQUIRED UNDER THEIR PURCHASE OF 55%
INTEREST IN TONKIN SPRINGS PROPERTY OR THE TSLLC OPERATING AGREEMENT, FURTHER
NEGATIVELY IMPACTING THE COMPANY'S FINANCIAL CONDITION. BacTech Nevada may not
make all the remaining required payments for $625,000 to the Company under the
purchase agreement beginning July 31,2004, thus defaulting under such purchase
agreement. Furthermore, under the terms of the operating agreement for TSLLC,
BacTech Nevada is required to fund all development costs at the Tonkin Springs
property up to $12 million and thereafter at our request. However, Bach Tech may
withdraw from TSLLC or fail to make required payments under the operating
agreement. Default of BacTech Nevada under the purchase agreement or the TSLLC
operating agreement would negatively impact the Company's financial condition or
future cash flow.

3. NO RESERVES AT TONKIN SPRINGS PROPERTY COULD RESULT IN PROPERTY NOT MOVING
BEYOND EXPLORATION STAGE. The estimate of mineralized material for the Tonkin
Springs property does not include reserves. Mineralized material or deposit is a
mineralized body which has been delineated by appropriate drilling and/or
underground sampling to support a sufficient tonnage and average grade of
metal(s). Under Securities and Exchange Commission standards, such a deposit
does not qualify as a reserve until a comprehensive evaluation, based upon unit
cost, tonnage, grade, price, recoveries costs and other factors, concludes
economic feasibility. To achieve determination of proven and probable reserves,
it will be necessary for TSLLC to engage an outside engineering firm to assess
geologic data and to develop an economic model demonstrating commercial
feasibility of the property. The Tonkin Springs Property may not move beyond the
exploration stage.

4. COMPLIANCE WITH ENVIRONMENTAL REGULATION REQUIRED TO ATTAIN OPERATIONS. In
connection with our proposed Tonkin Springs property activities, the Company and
TSLLC are required to comply with various federal, state and local laws and
regulations pertaining to the discharge of materials into the environment or
otherwise relating to the protection of the environment, all of which can
increase the costs and time required to attain operations. Through TSLLC, we are
in the process of obtaining environmental permits, licenses or approvals
required for potential operations at Tonkin Springs, however, we may not be
successful in obtaining the required authority to commence any development and
operation, or such authority may not be obtained on a timely basis. Through
TSLLC, we may not be able to complete our evaluation program due to permitting
problems or other causes and thus may be unable to potentially develop the
property before expending all available capital. Even if we are successful in
obtaining the necessary permits, the cost of compliance will adversely affect
our operating results. The Tonkin Springs Property may not move beyond the
exploration stage.

5. LACK OF FUNDING FOR BUSINESS PLAN. The Company may not be successful in
obtaining the additional funding necessary to carry out its business plan,
protect its assets and/or to meet its financial obligations.

6. DEPENDENCE UPON AFFILIATE COMPANY FOR REVENUES COULD NEGATIVELY IMPACT
FINANCIAL CONDITION. During 2003, the Company received most of its revenue from
the sale of a 55% interest in TSLLC to BacTech Nevada. During 2002, the Company
was to be paid $330,000 by GRC under a management contract of which $30,000 was
paid and recognized as revenue and $300,000 remains unpaid and owing to the
Company by GRC as of August 25, 2004. GRC is a new mining company which does not
have operations and is primarily funded by equity and mineral project
investment. Payment to the Company of the $300,000 owed to it by GRC is
uncertain and risky at this time. If the Company does not receive payment from
GRC, that would have a negative impact on its financial condition.

7. POTENTIAL FOR LOSS OF INTEREST IN PROPERTIES. The interest, through TSLLC, in
the claims making up the Tonkin Springs property require certain annual payments
to various governmental authorities and to leaseholders in the cases of property
subject to leases along with certain minimum work commitments associated with
certain of those property leases. If TSLLC is unable to meet the financial and
work commitments required, TSLLC and we could lose the right to develop those
properties.

8. TITLE TO MINERAL PROPERTIES CAN BE UNCERTAIN. The mineral properties making
up the Tonkin Springs property consist of leases of unpatented mining claims and

unpatented mining claims. Unpatented mining claims provide only possessory
title. The validity of unpatented mining claims are often uncertain and such
validity is often subject to contest. Unpatented mining claims are unique
property interests in the United States and are generally considered subject to
greater title risk than patented mining claims or real property interests that
are owned in fee simple. The validity of unpatented mining claims in the United
States, in terms of both their location and maintenance, is dependent on strict
compliance with a complex body of federal and state statutory and case law. In
addition, there are few public records that definitely control the issues of
validity and ownership of unpatented mining claims. We have not generally
obtained title opinions, with the attendant risk that title to some properties,
particularly title to undeveloped properties, may be defective.

The present status of our unpatented mining claims located on public lands
allows us the exclusive right to mine and remove valuable minerals, such as
precious and base metals. We, through TSLLC, also are allowed to use the surface
of the land solely for purposes relating to mining and processing of any
mineralization. However, legal ownership of the land remains with the United
States. We remain at risk that the mining claims may be forfeited either to the
United States or to rival private claimants due to failure to comply with
statutory requirements as to location and maintenance of the claims.

9. FLUCTUATING GOLD PRICES COULD NEGATIVELY IMPACT OUR BUSINESS PLAN. The
potential for profitability of gold mining operations at Tonkin Springs and the
value of the Tonkin Springs project is directly related to the market price of
gold. The market price of gold fluctuates widely and is affected by numerous
factors beyond the control of our Company. The market price for gold may
decrease which could make development of Tonkin Springs uneconomic, could make
it more difficult for TSLLC or the Company to raise funding necessary to achieve
operations at Tonkin Springs, or could make such operations, if achieved,
unprofitable.

10. OTHER MINING RISKS COULD NEGATIVELY IMPACT OPERATIONS. The operations of the
Company, through TSLLC, are subject to all of the hazards and risks normally
incident to developing and operating mining properties. These risks include:

* insufficient economic mineralized material
* fluctuations in production costs that may make mining not economical
* significant environmental and other regulatory restrictions
* labor disputes
* unanticipated variations in grade and other geologic problems
* water conditions
* difficult surface or underground conditions
* metallurgical and other processing problems
* mechanical and equipment performance problems
* failure of pit walls or dams
* force majeure events, including natural disasters
* and the risk of injury to persons, property or the environment

Any of these risks can materially and adversely affect, among other things, the
development of properties, production quantities and rates, costs and
expenditures and production commencement dates.

11. COMPETITIVE BUSINESS CONDITIONS PUTS COMPANY AT DISADVANTAGE. The
exploration for, and the acquisition and development of, gold properties are

subject to intense competition and the size and financial condition of the
Company puts it at a disadvantage with its competitors and makes investment in
the Company more risky than in other companies active in exploration and mining
activities. Companies with greater financial resources, larger staffs, more
experience, and more equipment for exploration and development may be in a
better position than the Company to compete for such mineral properties. Our
present limited cash flow means that our ability to compete for properties to be
explored and developed is more limited than in the past. We believe that
competition for acquiring mineral prospects will continue to be intense in the
future.

12. LACK OF PROFITS AND CASH FLOW FROM MINING OPERATIONS COULD IMPACT FUTURE
OPERATIONS. For 2003 and 2002, the Company recorded net losses of $(622,738) or
$(0.04) per share, and $(1,375,459) or $(0.09) per share respectively, and did
not generate any cash flow from mining operations. As a result, we have relied
upon payments from third parties under various transactions, and funding from
other sources, including sale of equity securities, to satisfy cash
requirements.

13. LIMITED NUMBER OF COMPANY PROSPECTS. Our only current mining project is the
Tonkin Springs project which we own 45%. We also have an approximate 33.9%
minority stock ownership position in GRC, an affiliated company, which is
currently exploring a gold property in Mexico. That property has not had any
operations. The Company must commence such operations to derive revenues.
Therefore, we are dependent on the success of a limited number of projects.

14. VOLATILITY OF STOCK PRICE COULD IMPACT VALUATION. Our Common Stock is quoted
on the OTC Bulletin Board System and on the Berlin Stock Exchange located in
Germany. We have experienced significant volatility in price and trading volumes
over the last several years. There could be limited liquidity for our Common
Stock. Finally, due to the limited trading volume in our common stock, the sale
of a significant amount of stock by any selling shareholder could adversely
affect the price of our stock. (See "MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS").

15. PENNY STOCK DISCLOSURE REQUIREMENTS COULD LIMIT PRICE AND LIQUIDITY OF OUR
COMMON STOCK. Our Common Stock is subject to the Penny Stock disclosure
requirements as defined in the Securities Exchange Act of 1934 which imposes
increased disclosure requirements between potential investors and their brokers.
These requirements may have the effect of reducing the level of trading activity
in the secondary markets and therefore having a negative effect on the price and
liquidity of our stock.

16. LEGISLATION COULD NEGATIVELY IMPACT BUSINESS PLAN. Proposed federal
legislation could negatively impact our ability to operate in the future. A
number of bills have been introduced in the U.S. Congress over past years that
would revise in various respects the provisions of the Mining Law of 1872. If
enacted, such legislation could substantially increase the cost of holding
unpatented mining claims and could impair the ability of companies to develop
mineral resources on unpatented mining claims. Our financial performance could
therefore be affected adversely by passage of such legislation. Pending possible
reform of the Mining Law of 1872, Congress has put in place a moratorium which
prohibits acceptance or processing of most mineral patent applications.

17. LACK OF PERSONNEL SUBJECTS COMPANY TO ADDITIONAL RISKS. We are a small
Company with only three employees and thus our success depends on the services
of key employees in the three executive positions. The loss of the services of
one or more of these executive employees could have a material adverse effect on
us. The Company does not carry life insurance on its key employees.

18. CONFLICTS OF INTEREST COULD ARISE WITH MANAGEMENT. Messers William and David
Reid are both officers and directors of both the Company and GRC, an affiliate
of the Company. Conflicts of interests could arise between these persons' duties
as officers and directors of the Company and their respective positions as
officers and directors of GRC.

19. POTENTIAL ENVIRONMENTAL LIABILITY FOR OTHER PROPERTIES. We have transferred
our interest in several mining properties over past years and we could remain
potentially liable for environmental enforcement actions related to our prior
ownership of such properties. The Company is responsible for the reclamation
obligations related to the Tonkin Springs Properties.

20. CONTINUING RECLAMATION OBLIGATIONS FOR TONKIN SPRINGS COULD REQUIRE
ADDITIONAL FUNDING. As part owner of TSLLC which owns the Tonkin Springs
property, we are jointly responsible along with our partner for the reclamation
obligations related to disturbances located on the property. The current
estimate of reclamation costs of disturbances on the property in the form
required by the Federal Bureau of Land Management and State of Nevada is
approximately $1.8 million which estimate has been filed with and approved by
appropriate federal and state governmental agencies. As required by regulatory
requirements, TSLLC has in place a cash bond in the amount of $1.8 million to
secure the reclamation of the property. The estimate of reclamation costs
including the proposed operations at Tonkin Springs is anticipated to increase
in amount upon approval of various pending permits. Reclamation bond estimates
are also required to be updated every three years or prior to new disturbances
taking place that are not already bonded. Therefore, any increase in bonding
will need to be in place prior to commencement of planned operations. In
addition, any cash bond could be inadequate to cover the costs of reclamation
which could subject TSLLC and the Company to additional bond funding obligations
or actual reclamation costs.

21. LIMITED AUTHORIZED STOCK TO FUND BUSINESS PLAN. The Company has
approximately 12.6 million shares of available authorized but unissued Common
Stock which is not otherwise reserved for warrants and for options. Therefore
the Company has limited shares of Common Stock which otherwise could be sold to
meet future financing needs.

22. POTENTIAL DILUTION TO EXISTING SHAREHOLDERS. If the Company issues some or
all of its available authorized but unissued shares, the existing shareholders'
respective ownership of the Company would be diluted and issuance of such shares
could result in a change of control of the Company.

DETERMINATION OF OFFERING PRICE

SELLING SECURITY HOLDERS

The following table sets forth information regarding the beneficial ownership of
our Common Stock by the persons we expect will be the Selling Shareholders,

based on the number of shares of Common Stock and warrants outstanding as of the
date of this prospectus. Except as otherwise noted in the footnotes below, we
are not aware of any purchases or sales of our Common Stock by the Selling
Shareholders subsequent to that date. The shares in the "Shares That May Be
Sold" column reflect shares beneficially owned and to be sold by each Selling
stockholder.

Shares That Shares Owned
May Be Sold After Offering (1)(2)
----------------------- ---------------------
Selling Shareholders Number Percentage Number Percentage
- -------------------- -------- ---------- ------ ----------

Excalibur Limited
Partnership (3) 1,585,715 7.7% 0 0%

Global Gold &
Precious (4) 125,000 * 0 0%

1056149 Ontario Ltd.
c/o HSBC Securities
(Canada) Inc. (5) 50,000 * 0 0%

John Ryan (6) 375,000 1.8% 0 0%

Michaux-Gestion
Paris (7) 250,000 1.2% 0 0%

ING Ferri
a/c 2000024 (8) 125,000 * 0 0%

Concord Bank
Limited (9) 50,000 * 0 0%

Excelsior Mining
Fund (10) 125,000 * 0 0%

R. Clarke (11) 75,000 * 0 0%

Arlington Group PLC (12) 187,500 1.0% 0 0%

Kayjay Reality Inc. (13) 112,500 * 0 0%

GUNDYCO in Trust for
Account No.
500-1327427 (14) 25,000 * 0 0%

RMB International
(Dublin) Ltd. (15) 672,528 3.3% 0 0%

Haywood Securities
In Trust for
Nicholas Barham (16) 125,000 * 0 0%

Meridian Capital Ltd. (17) 20,000 * 0 0%

Avenir Finance
Investissment (18) 300,000 1.5% 0 0%

* Less than 1%

(1) The number in the "Shares Owned After the Offering" column assumes that the
maximum number of shares that may be sold listed in the previous column are
actually sold in the offering.
(2) Includes the 100,000 shares of Common Stock underlying warrants that are
exercisable as of the date of this prospectus or that will become
exercisable within 60 days hereafter and are deemed to be outstanding for
the purposes of calculating the beneficial ownership of each owner, but are
not deemed to be outstanding for the purposes of computing the beneficial
ownership of any other person.
(3) Excalibur Limited Partnership is an Ontario, Canada limited partnership,
the sole general partner of which is William Hechter.
(4) Global Gold & Precious is a gold and precious metal mutual fund company
based in Paris, France with investment manager Jean Bernard Guyon.
(5) 1056149 Ontario Ltd. is an Ontario, Canada private foreign investment
management company controlled by Marilyn Barker.
(6) Mr. John Ryan is a Canadian individual who makes his own investment
decisions.
(7) Michaux-Gestion Paris is a private foreign investment management company
based in Paris, France with investment manager Remy Bert.
(8) ING Ferri a/c 2000024 is the account of Societe Parisienne Gestion, a
private foreign investment management company based in Paris, France with
investment manager Yves Tailleur.

(9) The Concorde Bank Limited is a bank registered in Barbados, West Indies
with investment manager Norbert Marchal.
(10) Excelsior Mining Fund is registered in Nassau (Bahamas) and is managed by
Lion Resources Management Ltd, London, England.
(11) Mr. R. Clark is an individual living in France who makes his own investment
decisions.
(12) The Arlington Group PLC is a private foreign venture capital firm based in
London, England.
(13) Kayjay Realty Inc. is a business based in Ontario, Canada, and the
investment account is managed by HSBC Securities (Canada) Inc.
(14) GUNDYCO in Trust for Account No. 500-1327427 is managed by CIBC Wood Gundy
for the benefit of Minh-Thu Dao-Huy, an individual living in Canada.
(15) RMB International (Dublin) Ltd. is a wholly owned subsidiary of First Rand
Bank Holdings Limited of South Africa. The investment manager is Rick
Winters.
(16) Mr. Barham is an individual residing in England. Includes 25,000 shares of
Common Stock underlying warrants that are currently exercisable and are
deemed to be outstanding for the purposes of calculating the beneficial
ownership of owner, but are not deemed to be outstanding for the purposes
of computing the beneficial ownership of any other person.
(17) Meridian Capital Limited is a Canadian merchant bank and the number is made
up of 20,000 shares of Common Stock underlying warrants that are currently
exercisable and are deemed to be outstanding for the purposes of
calculating the beneficial ownership of owner, but are not deemed to be
outstanding for the purposes of computing the beneficial ownership of any
other person.
(18) Avenir Finance Investissment is a private foreign investment company based
in Paris, France, with investment manager Yves Tailleur.

To the best of our knowledge, none of the above are affiliates of United States
broker-dealers, nor at the time of purchase did any of the above have any
agreements or understandings, directly or indirectly, with any persons to
distribute the securities.

PLAN OF DISTRIBUTION

We are registering the shares of our Common Stock at the request of the Selling
Shareholders. We will pay the costs and fees of registering the shares, but the
Selling Shareholders will pay any brokerage commissions, discounts or other
expenses relating to the sale of the shares. We have agreed with the Selling
Shareholders to indemnify each other against certain liabilities, including
liabilities arising under the Securities Act, that relate to statements or
omissions in the registration statement of which this prospectus forms a part.
We may suspend the use of this prospectus and any supplements in certain
circumstances due to pending corporate developments.

The Selling Shareholders and their pledgees, donees, transferees or other
successors in interest may offer the shares of our Common Stock from time to
time after the date of this prospectus and will determine the time, manner and
size of each sale in the over-the-counter market or otherwise, at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
or at negotiated prices. The Selling Shareholders may negotiate, and will pay,
brokers or dealers commissions, discounts or concessions for their services. In
effecting sales, brokers or dealers engaged by the Selling Shareholders may
allow other brokers or dealers to participate. However, the Selling Shareholders
and any brokers or dealers involved in the sale or resale of the shares may
qualify as "underwriters" within the meaning of the section 2(a)(11) of the
Securities Act. In addition, the brokers' or dealers' commissions, discounts or
concessions may qualify as underwriters' compensation under the Securities Act.
If any of the Selling Shareholders qualifies as an "underwriter," it will be
subject to the prospectus delivery requirements of section 5(b)(2) of the
Security Act of 1933.

The methods by which the Selling Shareholders may sell the shares of our Common
Stock include:

A block trade in which a broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block, as
principal, in order to facilitate the transaction;

Sales to a broker or dealer, as principal, in a market maker capacity or
otherwise and resale by the broker or dealer for its account;

Ordinary brokerage transactions and transactions in which a broker solicits
purchases;

Privately negotiated transactions;

Any combination of these methods of sale; or

Any other legal method.

In addition to selling their shares under this prospectus, the Selling
Shareholders may transfer their shares in other ways not involving market makers
or established trading markets, including directly by gift, distribution, or
other transfer, or sell their shares under Rule 144 of the Securities Act rather
than under this prospectus, if the transaction meets the requirements of Rule
144.

Regulation M under the Securities Exchange Act of 1934 provides that during the
period that any person is engaged in the distribution, as defined in Regulation
M, of our shares of Common Stock, such person generally may not purchase our
Common Stock. The Selling Shareholders are subject to these restrictions, which
may limit the timing of purchases and sales of our Common Stock by the Selling
Shareholders. This may affect the marketability of our Common Stock.

The Selling Shareholders may use agents to sell the shares. If this happens, the
agents may receive discounts or commissions. If required, a supplement to his
prospectus will set forth the applicable commission or discount, if any, and the
names of any underwriters, brokers, dealers or agents involved in the sale of
the shares. The Selling Shareholders and any underwriters, brokers, dealers or
agents that participate in the distribution of our Common Stock offered hereby
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, and any profit on the sale of shares by them and any discounts,
commissions, concessions or other compensation received by them may be deemed to
be underwriting discounts and commissions under the Securities Act. The Selling
Shareholders may agree to indemnify any broker or dealer or agent against
certain liabilities relating to the selling of the shares, including liabilities
arising under the Securities Act.

Upon notification by the Selling Shareholders that any material arrangement has
been entered into with a broker or dealer for the sale of the shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, we will file a supplement to this
prospectus, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing the material terms of the transaction.

In recognition of the fact that each Selling Shareholder may wish to be legally
permitted to sell their shares when they deem appropriate, we have agreed with
the Selling Shareholders to file with the Securities and Exchange Commission, or
SEC, under the Securities Act of 1933, as amended (which we refer to in this

prospectus as the Securities Act), a registration statement on Form SB-2, of
which this prospectus forms a part, with respect to the resale of the shares,
and we have agreed to prepare and file such amendments and supplements to the
registration statement as may be necessary to keep the registration statement
effective until the earlier of two years or when the shares are no longer
required to be registered for sale by the Selling Shareholders.

LEGAL PROCEEDINGS

There are no legal proceedings involving the Company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Board
Positions With Position
Name Age the Company Held Since Term Expires
- ---- --- -------------- ---------- ------------

William W. Reid 56 President, Chief 1979 Next Meeting
Executive Officer of Shareholders or
and Director When Successor is Elected

John W. Goth 76 Director 1987 Next Meeting
of Shareholders or
When Successor is Elected

Richard F. Nanna 54 Director 2003 Next Meeting
of Shareholders or
When Successor is Elected

Peter Bojtos 54 Director 2003 Next Meeting
of Shareholders or
When Successor is Elected

Curtis Deane 54 Director 2003 Next Meeting
of Shareholders or
When Successor is Elected

Richard F. Mauro 59 Director 2003 Next Meeting
of Shareholders or
When Successor is Elected

David C. Reid 54 Vice President 1993 Next Meeting
and Director of Shareholders or
When Successor is Elected

William F. Pass 58 Vice President, n/a n/a
Chief Financial
Officer, Secretary

WILLIAM W. REID-PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Mr. Reid, a founder of the Company, has served as a Director and the President
of the Company since its inception in 1979. Mr. Reid devotes a majority of his
time to the business and affairs of the Company. Mr. Reid is also president and
chairman of the board of directors of Gold Resource Corporation ("GRC"), a
private corporation and an affiliate of the Company. From July 1, 2000 through
December 31, 2002, the Company, including Mr. Reid, managed the affairs of GRC
under management contracts between the Company and GRC which expired December
31, 2002. Commencing January 2, 2003, Mr. Reid may spend personal time on the
business affairs of GRC. This time is not expected to interfere with his duties
as an officer and director of the Company. (See "CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS-CONTRACT WITH GOLD RESOURCE CORPORATION.") Effective
January 1, 1994, Mr. Reid and the Company entered into an employment contract as
discussed further under Executive Compensation, Employment Contracts.

JOHN W. GOTH-DIRECTOR

Mr. Goth has been a director of the Company since 1987. Mr. Goth also serves on
the board of directors of Royal Gold, Inc., a public company with securities
quoted on the Toronto Stock Exchange and the Nasdaq market system. For the past
ten years, Mr. Goth has been a self-employed mining consultant.

RICHARD F. NANNA-DIRECTOR

Mr. Nanna has been a director of the Company since January 17, 2003. Since 2000,
Mr. Nanna has been employed by Apollo Gold Corporation, a public company with
securities quoted on the American Stock Exchange and its predecessor company,
Nevaro Gold, as Vice President-Exploration/Development. From 1993 to 1999, Mr.
Nanna was Vice President of Exploration for FirstMiss Gold, Getchell Gold Mining
and Placer Dome.

PETER BOJTOS-DIRECTOR

Mr. Bojtos was appointed as a director of the Company on May 19, 2003. From 1993
to 1995, he was chairman and chief executive officer of Greenstone Resources
Limited, a company which was then constructing gold mines in Central America.
Mr. Bojtos is a Professional Engineer and for the past 7 years has been an
independent director of several mining and exploration companies. Mr. Bojtos is
director, vice president and vice chairman of Fisher-Watt Gold Co. Inc. Mr.
Bojtos also serves on the board of directors of Asian Mineral Resources Ltd.,
GMD Resources Corp, Gossan Resources, Kalimantan Gold Corp Ltd, LMX Resources,
Tournigan Gold Corp (formerly named Tournigan Ventures Corp) and Vaaldiam
Reources Ltd (previously named Noble Peak Resources Ltd), each public companies
with securities quoted on the Vancouver (Canada) Stock Exchange, and Birim
Goldfields Inc, Desert Sun Mining Corp, and Queenstake Resources Ltd, each
public companies with securities quoted on the Toronto (Canada) Stock Exchange,
and Link Mineral Ventures Inc. Mr. Bojtos is also a director of Sahelian
Goldfields Inc. (Sahelian) which filed a proposal to its creditors under the
Bankruptcy and Insolvency Act of Canada in July 2001. As a result Sahelian's
creditors were stayed from taking action and the company was not placed into
receivership or bankruptcy. The proposal of Sahelian was approved by the courts
in September, 2001, and the company is now being reorganized.

CURTIS DEANE-DIRECTOR

Mr. Deane was appointed as a director of the Company on May 19, 2003. Since
1987, Mr. Deane has been an employee of BNP Paribas with the title of director.
BNP Paribas is a banking entity with worldwide operations and is an affiliate of
French American Banking Corporation ("FABC"). FABC, in turn, is the owner of
2,142,171 shares of the Company representing approximately 10.5 percent of the
outstanding shares as of the date of this Prospectus. In addition, FABC has
certain contingent rights under the "Agreement To Pay Distributions" dated
February 21, 1992 (See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS- French
American Banking Corporation").

RICHARD F. MAURO-DIRECTOR

Mr. Mauro was appointed as a director of the Company on November 3, 2003. From
1999 until his retirement in 2003, Mr. Mauro was a partner and an attorney with
the firm Moye, Giles, O'Keefe, Vermeire & Gorrell LLP, now known as Moye Giles
LLP, which was legal counsel to the Company. From 1992 to 1997, Mr. Mauro was
executive vice president of the Castle Group, Inc., an investment management
firm which invested in mining properties and companies in developing countries.
Mr. Mauro is also a director of Canyon Resources Corporation, a publicly-held
company with securities quoted on the Nasdaq market system. An affiliate of the
Company, Gold Resource Corporation, has an exploration agreement with Canyon
related to exploration of a gold property in Oaxaca, Mexico (See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS-Gold Resource Corporation").

DAVID C. REID-VICE PRESIDENT EXPLORATION AND DIRECTOR

Effective October 19, 1993, Mr. David Reid was appointed a member of the Board
of Directors of the Company. On January 1, 1994, Mr. Reid became an employee and
officer of the Company with the title Vice President Exploration and entered
into an employment contract with the Company as discussed further under
Executive Compensation, Employment Contracts. Mr. Reid devotes a majority of his
time to the business and affairs of the Company. Mr. Reid is also vice president
and a board member of GRC. From July 1, 2000 through December 31, 2002, the
Company, including Mr. Reid, managed the affairs of GRC under management
contracts between the Company and GRC which expired December 31, 2002.
Commencing January 2, 2003, Mr. Reid may spend personal time on the business
affairs of GRC. This time is not expected to interfere with his duties as an
officer and director of the Company. (See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS-CONTRACT WITH GOLD RESOURCE CORPORATION.") From January 1, 1993
through December 31, 1993, Mr. Reid was an employee of TSVLP and sole director
and president of U.S. Environmental Corporation, a wholly-owned subsidiary of
the Company and 0.5 percent owner and limited partner in TSVLP. From September
1, 1991 through December 31, 1992, Mr. Reid was a consultant to the Company.
Prior to September 1991, Mr. Reid was an employee and officer (secretary) of the
Company and served as a director.

WILLIAM F. PASS-VICE PRESIDENT, CHIEF FINANCIAL OFFICER, SECRETARY

Mr. Pass joined the Company in June 1988 and was appointed Corporate Secretary
on September 1, 1991 and effective January 1, 1994, was made Vice President
Administration. Effective February 1, 1996, Mr. Pass was appointed Vice
President, Chief Financial Officer and Corporate Secretary. Mr. Pass devotes a
majority of his time to the business and affairs of the Company. From July 1,
2000 through December 31, 2002, the Company, including Mr. Pass, managed the
affairs of GRC under management contracts between the Company and GRC which
expired December 31, 2002. Commencing January 2, 2003, Mr. Pass may spend
personal time on the business affairs of GRC. This time is not expected to
interfere with his duties as an officer of the Company. Effective January 1,
1994, Mr. Pass and the Company entered into an employment contract as discussed
further under Executive Compensation, Employment Contracts.

There are no family relationships between officers and directors of the Company
except that David C. Reid is brother of William W. Reid.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth the number of shares of the Company's common
stock owned beneficially as of the date of this prospectus, by each person known
by the Company to have owned beneficially more than five percent of such shares
then outstanding, by each person serving as a director of the Company, the
Executive Officers, and all of the Company's officers and directors as a group.

Percentage of
Class
Name and Address of Number Beneficially
Beneficial Owner Type of Ownership of Shares Owned
- ------------------- ----------------- --------- -------------

William W. Reid Record and Beneficial 399,500(1) 2.0%
25 Downing St.
No. 1-501
Denver, CO 80218

David C. Reid Record and Beneficial 427,302(2) 2.1%
2201 Quitman St.
Denver, CO 80212

William F. Pass Record and Beneficial 207,826(3) 1.0%
14820 W. 58th Pl
Golden, CO 80403

John W. Goth Record and Beneficial 275,000(4) 1.3%
15140 Foothill Road
Golden, CO 80401

Richard F. Nanna Record and Beneficial 100,000(5) 0.5%
4430 W. Commander Drive
Winnemucca, Nevada 89445

Peter Bojtos Record and Beneficial 100,000(6) 0.5%
2582 Taft Ct.
Lakewood, CO 80215

Curtis Deane Record and Beneficial 100,000(7) 0.5%
BNP Paribas
787 7th Avenue
New York, NY 10019

Richard F. Mauro Record and Beneficial 100,000(8) 0.5%
2552 East Alameda No. 128
Denver, Colorado 80209

Placer Dome U.S. Inc. Record and Beneficial 975,000 4.8%
Suite 600-1055 Dunsmuir St.
Vancouver, British
Columbia,Canada V7X 1L3(9)

Resource Investment Beneficial 3,232,373 15.8%
Trust plc
Ocean House
10/12 Little Trinity Lane
London, England EC4V 2DH

French American Record and Beneficial 2,142,171 10.5%
Banking Corporation
787 7th Ave
New York, NY 10019

U.S. Global Investor Record and Beneficial 1,000,000 4.9%
7900 Callaghan Road
San Antonio, Texas
78278-1234 (10)

All officers and 1,709,628 8.1%
directors as a group
(8 persons)

(1) This number includes an option to purchase 75,000 shares at $.85 per share
which is currently exercisable.

(2) This number includes an option to purchase 75,000 shares at $.85 per share
which is currently exercisable.

(3) This number includes an option to purchase 75,000 shares at $.85 per share
which is currently exercisable.

(4) This number consists of an option to purchase 190,000 shares at $.16 per
share which are currently exercisable and an option to purchase 50,000
shares at $.85 per share which is currently exercisable.

(5) This number consists of an option to purchase 100,000 shares at $.50 per
share which is currently exercisable.

(6) This number consists of an option to purchase 100,000 shares at $.56 per
share which is currently exercisable.

(7) This number consists of an option to purchase 100,000 shares at $.56 per
share which is currently exercisable. Mr. Curtis Deane, a director of the
Company, is an employee of BNP Paribas which is an affiliate of French
American Banking Corporation which is the record and beneficial owner of
2,142,171 shares if the Company, of which Mr. Deane disclaims beneficial
ownership.

(8) This number includes an option to purchase 100,000 shares at $.86 per share
which is currently exercisable.

(9) Placer Dome U.S. Inc. is a wholly owned subsidiary of Placer Dome Inc., a
Canadian public company.

(10) U.S. Global Investors is a publicly traded resource investment fund.

DESCRIPTION OF CAPITAL STOCK

The Company has only one class of securities, that being Common Stock, par value
$0.10 per share. The Company's authorized capital stock consists of 35,000,000
shares of Common Stock. As of the date of this prospectus, there were 20,457,526
shares of the Company's Common Stock outstanding. The holders of Common Stock
are entitled to one vote for each share of Common Stock held of record on all
matters submitted to stockholders including the election of directors.
Cumulative voting for directors is not permitted. The holders of Common Stock
are not entitled to any preemptive rights and the shares are not redeemable or
convertible. All outstanding Common Stock is, and all Common Stock offered
hereby will be, when issued and paid for, fully paid and nonassessable. The
number of authorized shares of Common Stock may be increased or decreased (but
not below the number of shares thereof then outstanding or otherwise reserved
under obligations for issuance by the Company) by the affirmative vote of the
holders of a two-thirds of the stock of the Corporation entitled to vote at a
duly called and held meeting of the shareholders of the Company.

The Company has issued various warrants to certain Selling Shareholders to
purchase up to 245,000 shares of Common Stock of the Company at exercise prices
of $.80/share to $1.25/share and which warrants expire March 10, 2006 through
June 28, 2006. The Company will receive $209,250 if all the warrants are
exercised.

The Articles of Incorporation as well as the Bylaws of the Company do not
include any provision that would delay, defer or prevent a change in control of
the Company. However, as a matter of Colorado law, certain significant
transactions would require the affirmative vote of two-thirds of the shares
eligible to vote at a meeting of shareholders which requirement could result in
delays to or greater cost associated with a change in control of the Company.

OPTIONS

As of the date of this prospectus, there are currently outstanding options to
purchase 675,000 shares of our Common Shares held by our executives and
directors.

INTEREST OF NAMED EXPERTS AND COUNSEL

There are no interested party transactions between the Company and named experts
or counsel.

DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Article VII of the Company's Amended and Restated Articles of Incorporation
states that the Company may provide indemnification of each director, officer,
and any employee or agent of the Company, his heirs, executors and
administrators, against expenses reasonably incurred or any amounts paid by him
in connection with any action, suit or proceeding to which he may be made a
party by reason of his being or having been a director, officer, employee or
agent of the Company to the full extent permitted by the laws of the State of
Colorado now existing or as such laws may hereinafter be amended.

Under this provision, the Company may advance moneys to a director, officer or
other individual for the costs, charges and expenses of a proceeding referred to
above. The individual shall repay the monies if the individual does not fulfill
certain conditions. The Company has not obtained director's and officer's
liability insurance coverage.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question, whether such indemnification by its is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

DESCRIPTION OF BUSINESS

U.S. Gold Corporation ("U.S. Gold" or the "Company") was organized under the
laws of the State of Colorado on July 24, 1979 under the name Silver State
Mining Corporation. On June 21, 1988, by vote of our shareholders, we changed
our name from Silver State Mining Corporation to U.S. Gold Corporation. On
September 19, 2003, by a vote of our shareholders, the authorized number of
shares of Common Stock that we can issue was increased from 18 million shares to
35 million shares. The Company has not had revenues from mining operations since
1990.

The results of operations for 2003 have been restated to recognize the entire
gain on the sale of the 55% interest in TSLLC to BacTech Nevada effective upon
the closing of the sale transaction, July 31, 2003, and to correct the
calculation of the net present value of the related purchase price payments and
interest income recognized during the period. (See "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.")

The Company is primarily engaged in exploration for, and potential development
of, precious metals and base metals mining in the continental United States and
through an equity investment in an affiliate company, in Mexico. However, we may
also evaluate and develop properties outside the United States. The Company
participates in two mining properties through a 45% interest at the Tonkin
Springs gold property in Eureka County, Nevada, and an approximate 33.9% equity
interest in Gold Resource Corporation that is exploring the El Aguila
gold/silver property in the state of Oaxaca, Mexico.

Tonkin Springs Property

At the Tonkin Springs gold property we are presently in the exploration stage
for gold and silver. Our interest in this property is held by a 45% interest in
Tonkin Springs LLC, a Delaware limited liability company also referred to as
"TSLLC." That 45% interest is held by subsidiaries of the Company, Tonkin
Springs Venture Limited Partnership, which is a Nevada limited partnership also
referred to as "TSVLP" holds 44.5% of TSLLC and 0.5% of TSLLC is held by U.S.
Environmental Corporation, a Colorado corporation and subsidiary of the Company.
TSVLP, in turn, is owned 100% by two of our wholly-owned subsidiaries.

On March 25, 2003, the Company and BacTech Enviromet Corporation, a Canadian
corporation based in Ontario now named BacTech Mining Corporation ("BacTech"),
entered into an option agreement whereby BacTech could purchase a 55% ownership
interest in TSLLC from the Company for $1,750,000 cash (the "Purchase Price.")
Under the option agreement BacTech also agreed to a funding obligation of $12
million of development cost at the Tonkin Springs project. The option was
exercisable through July 31, 2003. BacTech paid the Company a non-refundable
deposit of $250,000 under the option agreement, which was applied against the
Purchase Price, and was obligated to fund reasonable and necessary holding costs
of the Properties from March 25, 2003 through Closing or termination of the
option agreement in the amount of $68,500.

Effective July 31, 2003, BacTech Nevada, a subsidiary of BacTech, closed on the
purchase of 55% equity ownership interest in TSLLC and assumed management and
funding responsibilities for TSLLC. The Purchase Price for BacTech Nevada's 55%
equity ownership interest in TSLLC is $1,750,000 (the "Purchase Price"). BacTech
Nevada also committed to a funding obligation of $12 million to TSLLC. Including
the $250,000 paid by BacTech with the Letter Agreement, $150,000 paid by BacTech
Nevada at the closing, $600,000 paid by BacTech on October 31, 2003, and
$125,000 paid in monthly payments through July 31, 2004, BacTech Nevada has paid
a total of $1,062,500 of the Purchase Price to date. The remaining $687,500 is
to be paid in consecutive payments of $62,500 due at the end of each calendar
month beginning August 31, 2004. BacTech Nevada shall also pay 100% of funding
required by TSLLC up to $12 million (the "Funding Obligation"). The Funding
Obligation requires BacTech Nevada to fund, at a minimum, all costs required to
protect the assets and properties of TSLLC including regulatory obligations,
funding necessary to keep the properties free of liens and encumbrances, and
funding for any other costs of programs and budgets over which BacTech Nevada,
as manager and majority interest owner, has discretionary control. Other than
these requirements, there is no minimum time frame under the agreement in which
BacTech Nevada is required to meet its Funding Obligation. Through June 30,
2004, BacTech Nevada has spent approximately $2,758,946 toward its Funding
Obligation. If additional funding is required by TSLLC after the Funding
Obligation, BacTech Nevada is required to advance the Company's share of any

cash calls if requested by the Company (the "Advances"), with repayment to
BacTech Nevada of any Advances plus interest from 50% of cash distributions
otherwise due the Company.

The TSLLC Members' Agreement provides that if BacTech Nevada fails to make
required payments of the Purchase Price to the Company, or after 30 days written
notice from the Company, fails to satisfy any portion of the Funding Obligation,
BacTech Nevada would be deemed to have withdrawn from TSLLC. Prior to satisfying
the Funding Obligation, BacTech Nevada may also withdraw from TSLLC by providing
the Company 30 days prior written notice. If BacTech Nevada were to withdraw
from TSLLC, its equity ownership interest would revert back to subsidiaries of
the Company, leaving the Company with 100% of those interests.

The Company recognized a gain of $601,924 on the sale to BacTech Nevada
reflecting the $1,678,506 net present value of the $1,750,000 Purchase Price
payment schedule, at an imputed rate of interest of 6% per annum, in accordance
with APB No. 21 "Interest on Receivables and Payables," reduced by the Company's
basis of $1,076,582 for the 55% interest in TSLLC sold to BacTech Nevada. The
results of operations for 2003 have been restated to recognize the entire gain
on the sale of the 55% interest in TSLLC to BacTech Nevada effective upon the
closing of the sale transaction, July 31, 2003, and to correct the calculation
of the net present value of the related purchase price payments and interest
income recognized during the period. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.")

Our 100 percent ownership in TSLLC held prior to the transaction with BacTech
Nevada described above was achieved effective October 17, 2001 upon the
withdrawal from TSLLC of our former partner, Tonkin Springs Holding Inc., also
referred to as "TSHI", who prior to their withdrawal held 60 percent ownership
in TSLLC and were the project managers. Had TSHI not withdrawn from TSLLC by
November 30, 2001, TSHI would have been obligated under the TSLLC Agreement to
fund the full budget of TSLLC for the calendar year 2002 which, at a minimum,
would have involved approximately $600,000 in property holding costs and
excluding exploration and permitting activities which averaged over
$900,000/year by TSHI for years 2000 and 2001. While the Company did not
directly pay anything to TSHI to facilitate their withdrawal from TSLLC and
relinquish their 60% interest therein to the Company, TSHI did otherwise
eliminate significant financial obligation to TSLLC by its withdrawal. There was
no gain nor loss recognized on the withdrawal of TSHI from TSLLC. After the
withdrawal of TSHI from TSLLC the Company assumed responsibility for and funding
of the holding costs related to Tonkin Springs until closing of the BacTech
Nevada transaction described above.

TSLLC is evaluating the Tonkin Springs property to determine if the property can
be put back into production. TSLLC is proposing for Tonkin Springs the
construction of a new heap leach pad for processing oxide and oxidized sulfide
mineralization and to oxidize sulfide mineralization in an engineered
bio-oxidation facility that has been designed to contemporary standards. The
project will use traditional open pit mining methods and involve three open
pits. The reclamation and closure plans and reclamation bond are designed to
fully close the property at the end of the project's life. Commencement of
operations at Tonkin Springs is dependent, among other things, upon the timing
of regulatory permit review and approval. On March 15, 2004, TSLLC submitted
permit applications to governmental agencies for a staged operation lasting up
to 10 years. TSLLC has determined that the project will require an EIS which

involves certain statutory evaluations by the federal BLM and provides for
public comment. The EIS is currently in process and is anticipated to proceed
consistent with regulatory agency permit application evaluations. These permits
could take approximately a year to be issued. TSLLC also commissioned a third
party feasibility study for Tonkin Springs by the engineering firm of Micon, of
Toronto, Canada. Micon was retained to determine the feasibility of processing
approximately 2 million short tons of oxide and sulfide mineralization per year
and the study was prepared consistent with National Instrument 43-101 of the
Canadian Securities Administration. The study was completed in May 2004 and
BacTech Nevada reported the study concluded that the Tonkin Springs gold mine
project is a viable project and recommends development. BacTech Nevada reported
in September 2004 that they are continuing to optimize the planned project based
on ongoing metallurgical and other testing and as a result the specific
production and costs targets of the Micon study may change, which changes, if
any, will be incorporated into the current permitting process and may impact the
time required to secure such permits. (See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.")

Gold Resource Corporation

We also have an equity investment in an affiliate company, GRC, a private
Colorado corporation. At June 30, 2004, the Company held approximately 33.9
percent of the outstanding shares in GRC. William W. Reid and David C. Reid,
executive officers of the Company, personally or beneficially own collectively
approximately 23.7 percent of GRC as of that date. Through the GRC equity
investment, we have the opportunity to participate in potential business
activities in Mexico without any required funding obligations. In November 2002,
GRC leased a gold exploration property in the state of Oaxaca, Mexico,
designated the El Aguila property. In August 2003, GRC entered into an
exploration and development funding agreement regarding the El Aguila property
with Canyon Resources Corporation (AMEX:CAU) ("Canyon") whereby Canyon could
earn a 50% interest in the El Aguila property by funding over time $3.5 million
in exploration and development costs of which Canyon has funded $500,000 through
July 31, 2004. Under the agreement with GRC, Canyon could elect to take 600,000
shares of common stock of GRC for its $500,000 funding and have no further
interest in the El Aguila property. After completion of the scoping study
discussed below, Canyon elected to convert their prior funding to GRC of
$500,000 into 600,000 shares of GRC stock, representing approximately 10% of GRC
as of September 30, 2004. GRC is evaluating results of its Phase I and Phase II
exploratory drilling program of the El Aguila project focused on one target area
of interest in the 14.7 square mile property. This exploration drilling
encountered some high-grade gold intercepts which will require additional
exploration drilling in order to fully evaluate. GRC commissioned a scoping
study by an independent engineering firm on El Aguila project in order to
estimate capital and operating costs of a theoretical 750 tonne per day open pit
mining and milling operation. The scoping study was intended to provide
information to define the minimum resource level required in order for GRC to be
able to make a production decision. The theoretical scoping study was completed
in July 2004 and indicated positive economics. A preliminary resource study
based upon limited exploration drilling (3,900 meters in 69 drill holes)
indicated mineralized material at a 1 gram gold/tonne cut-off, in a shallow,
massive quartz body, at 108,500 ounces of gold and 1,368,000 ounces of silver.
Additional drilling will be required to potentially increase the mineralized
material prior to any production decision being made by GRC. Capital costs were
projected at approximately $11 million and cash operating costs were projected
at $107/ounce gold based upon processing mineralization of 7.43 grams/tonne gold
(cut-off 2.5 grams) and 63 grams/tonne silver In August 2003 GRC dropped the

previously leased base-metal property, designated as the Zimapan property,
located in the Zimapan Mining District in the state of Hidalgo, Mexico, as
provided under the lease agreement.

From July 1, 2000 through December 31, 2002 we managed all activities of GRC
under management contracts while GRC was responsible for funding the Zimapan and
El Aguila properties. GRC is currently involved in an effort to raise funds
through the private sale of its Common Stock or other transactions with proceeds
to be used, in part, for further exploration of the El Aguila project and for
its corporate overhead. (See "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS-CONTRACT WITH GOLD RESOURCE CORPORATION.")

We may also seek to secure other financings for our operations or to enter into
other business arrangements. We may also consider a potential merger with
another company.

General

As a mining company, our activities include, at various times and to various
degrees, exploration, land acquisition, geological evaluation and feasibility
studies of properties and, where warranted, development and construction of
mining and processing facilities, mining and processing and the sale of gold,
other metals and by-products. We may also enter into joint ventures,
partnerships or other arrangements to accomplish these activities. All refined
bullion would be either sold to outside companies, delivered in satisfaction of
spot or forward sale delivery contracts, or held in inventory for later
disposition.

Prior Ownership and Control of Tonkin Springs Project.

Effective October 17, 2001, we assumed 100% ownership of TSLLC which in turn
owns the Tonkin Springs Project located in Eureka County, Nevada, following the
withdrawal of Tonkin Springs Holding Inc. ("TSHI") from TSLLC effective October
17, 2001.

Under the TSLLC agreements, TSHI was required to fund all costs of TSLLC until
their withdrawal. During the period from February 26, 1999 through October 17,
2001, TSHI reported that it spent approximately $5.1 million at Tonkin Springs
including exploration expenditures in the approximate amount of $2.6 million,
reclamation and bonding of approximately $.5 million and holding costs of
approximately $2.0 million. During the period of TSHI's involvement with TSLLC,
it paid the Company an aggregate $1,720,000 (the "Project Payments") as partial
consideration for the terms and conditions of the TSLLC agreements.

Prior to formation of TSLLC in 1999, the Company's 40% ownership interest in the
Tonkin Springs properties was subject to a Project Joint Venture under a 1993
Agreement with Gold Capital Corporation, a Colorado corporation, the owner of
60%. Effective February 26, 1999, the Company and Gold Capital terminated the
1993 Agreement and each retained their respective 40% and 60% undivided
interests in Tonkin Springs. Gold Capital then immediately sold its 60% interest
in Tonkin Springs to TSHI, and then TSHI and the Company each immediately
contributed their respective undivided interests in Tonkin Springs into the
TSLLC in exchange for 40% and 60%, respectively, of the equity capital of TSLLC.

The Company recognized neither a gain nor a loss on the termination of the 1993
Agreement and on the contribution of its 40% undivided interest in the
Properties to the TSLLC.

Loan Settlement Agreement with FABC

Effective February 21, 1992, the Company entered into a Loan Settlement
Agreement with its former senior secured lender, French American Banking
Corporation ("FABC"). As partial consideration to FABC under that agreement the
Company entered into an agreement between Tonkin Springs Gold Mining Company
("TSGMC"), a wholly owned subsidiary of the Company, and FABC entitled Agreement
To Pay Distributions, which requires TSGMC to pay a limited portion of certain
distributions, if any, from TSVLP to FABC. TSVLP has complete control of such
distributions, if any, to TSGMC. Under the terms of the Agreement To Pay
Distributions, TSGMC is required to pay to FABC (i) the first $30,000 of
retained distributions, as defined in such agreement, received from the TSVLP,
plus (ii) an amount equal to 50% of such retained distributions after TSGMC has
first received and retained $500,000 of such retained distributions. This
obligation to FABC shall terminate after FABC has been paid a total of
$2,030,000 thereunder. No amounts have been paid FABC to date under this
obligation.

Competitive Business Conditions and Gold Price

The exploration for, and the acquisition and development of, gold properties are
subject to intense competition. Companies with greater financial resources,
larger staffs, more experience, and more equipment for exploration and
development may be in a better position than the Company to compete for such
mineral properties. Our present limited funding means that our ability to
compete for properties to be explored and developed is more limited than in the
past. We believe that competition for acquiring mineral prospects will continue
to be intense in the future. The market price for gold depends on numerous
factors beyond our control, including production or sales by other gold
producing nations, sales and leasing of gold reserves by governments and central
banks, a low rate of inflation and a strong U.S. dollar, global and regional
depression or reduced economic activity, and speculative trading.

Patents, Trademarks, Licenses, Franchises, Concessions

On May 30, 2002 the Company finalized the non-exclusive license agreement with
Newmont for possible use of Newmont's commercially proven N2TEC technology to
process sulfide gold mineralization at Tonkin Springs, and such license has been
assigned to TSLLC. TSLLC is currently evaluating use of this technology as well
as other processing alternatives for Tonkin Springs.

We do not own any patents, trademarks, licenses, franchises or concessions,
except mining interests granted by governmental authorities and private
landowners. No portion of our business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

Government Regulations

In connection with mining, milling and exploration activities, we are subject to
extensive Federal, state and local laws and regulations governing the protection

of the environment, including laws and regulations relating to protection of air
and water quality, hazardous waste management, mine reclamation and the
protection of endangered or threatened species.

Prior to the commencement of any mining operations at the Tonkin Springs
properties, if any, TSLLC will have to secure various regulatory permits from
federal, state and local agencies. These governmental and regulatory permits
generally govern the processes being used to operate, the stipulations
concerning air quality and water issues, and the plans and obligations for
reclamation of the properties at the conclusion of operations. At the Tonkin
Springs properties, certain existing governmental or regulatory permits will
require modification or reissue to reflect any resumed mining activities. The
material State of Nevada permits that will need to be modified to operate Tonkin
Springs include the Water Pollution Control Permit which current permit expires
by its term April 15, 2005 (renewal expected to require approximately six months
for approval after satisfactory submission), Air Quality Emissions Permit which
current permit expires October 23, 2005 (renewal expected to take sixty days
from satisfactory submission), Artificial Pond Permits (recently renewed with
expiration date of April 30, 2007). The current regulatory agency approved Plan
of Operations and Reclamation Plan (which includes the $1.8 million cash bond)
is valid until changes in the status of the properties requires modification or
until required for update by the regulators to reflect future cost estimate
changes. Changes to the Reclamation Permit will be submitted contemporaneously
to both the Nevada Division of Environmental Protection ("NDEP") and the Bureau
of Land Management ("BLM") for their review and approval The Tonkin Springs
Property may, however, not move beyond the exploration stage.

A number of bills have been introduced in the U.S. Congress over the past years
that would revise in various respects the provisions of the Mining Law of 1872.
If enacted, such legislation could substantially increase the cost of holding
unpatented mining claims and could impair the ability of companies to develop
mineral resources on unpatented mining claims. Under the terms of these bills,
the ability of companies to obtain a patent on unpatented mining claims would be
nullified or substantially impaired, and most contain provisions for the payment
of royalties to the federal government in respect of production from unpatented
mining claims, which could adversely affect the potential for development of
such claims and the economics of operating new or even existing mines on federal
unpatented mining claims. Pending possible reform of the Mining Law of 1872,
Congress has put in place a moratorium which prohibits acceptance or processing
of most mineral patent applications. It is not possible to predict whether any
change in the Mining Law of 1872 will, in fact, be enacted or, if enacted, the
form the changes may take.

Costs and Effects of Compliance with Environmental Laws

In connection with any mining, milling and exploration activities, we are
required to comply with various federal, state and local laws and regulations
pertaining to the discharge of materials into the environment or otherwise
relating to the protection of the environment. The Company or TSLLC have
obtained, or are in the process of obtaining, environmental permits, licenses or
approvals required for potential operations, if any. Management is not aware of
any material violations of environmental permits, licenses or approvals issued
with respect to our operations.

TSLLC, the Company and BacTech Nevada are responsible for the reclamation
obligations related to disturbances at Tonkin Springs. The current regulatory
agency required estimate of reclamation costs related to the existing

disturbances of the Properties is approximately $1.8 million which estimate has
been approved by appropriate governmental agencies, the NDEP and BLM. As set
forth under various governmental requirements, bonding of reclamation under
Nevada and BLM has been funded for the Tonkin Springs Properties in the form of
cash bonds posted in the amount of $1.8 million secured by TSLLC restricted cash
deposits. Actual reclamation, generally, will be concurrent with mining
operations in various locations of the Properties and generally thereafter upon
the completion of the remaining operations at the Properties.

The Company believes it and TSLLC are in compliance with Federal, state and
local requirements regarding reclamation bonding and other guarantees. TSLLC has
in place as of June 30, 2004 (a) cash bonding of approximately $45,500 in favor
of the State of Nevada Department of Conservation and Natural Resources for pad
expansion, monitoring wells and tailings pond permits (aggregate required amount
$40,911), (b) cash bonding of $34,400 in favor of BLM for property wide
exploration (aggregate required amount $34,000), and (c) cash bonding of
approximately $1,741,000 for project reclamation jointly administered by the
State of Nevada and the BLM (aggregate required amount $1,737,866). Therefore,
as of June 30,, 2004, TSLLC has approximately $1,821,000 in aggregate balances
of restrictive cash deposits which secure $1,812,777 in various bond and permit
requirements to governmental authorities. Reclamation bond estimates are
required to be updated every three years or prior to new disturbances taking
place that are not already bonded. Accordingly, the reclamation bond amount is
anticipated to be increased prior to commencement of operations. BacTech Nevada
is currently undertaking a study to determine the revised bond amount.

The Company has transferred its interest in several mining properties over the
past years. We could remain potentially liable for environmental enforcement
actions related to our prior ownership interest of such properties. However, we
have no reasonable belief that any violation of relevant environmental laws or
regulations has occurred regarding these transferred properties. We are not
currently subject to any material pending administrative or judicial enforcement
proceedings arising under environmental laws or regulations. Environmental laws
and regulations may be adopted and enacted in the future which may have an
impact on our operations. We cannot now accurately predict or estimate the
impact of any such future laws or regulations on our current and prior
operations.

Employees

At July 31, 2004, we had 3 employees, each of whom is employed on a full-time
basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview:

The Company participates in two mining properties through a direct 45% interest
at the Tonkin Springs gold property in Eureka County, Nevada, and through an
approximate 33.9% equity interest (as of September 30, 2004) in Gold Resource
Corporation ("GRC") that is exploring the El Aguila gold/silver property in the
state of Oaxaca, Mexico.

Tonkin Springs (the "Properties") is the only property interest of the Company.
The Properties are owned by Tonkin Springs LLC ("TSLLC"), a Delaware limited
liability company. As discussed further below, effective July 31, 2003, the

Company sold a 55% interest in TSLLC to BacTech Nevada Corporation ("BacTech
Nevada"), a subsidiary of BacTech Mining Corporation ("BacTech"), a Canadian
corporation based in Ontario with shares traded on the TSX-Venture Exchange
(symbol BM). Through July 31, 2003, the Company owned TSLLC 100% and maintained
the Properties on a care-and-maintenance basis. The Company had consolidated
TSLLC in its balance sheet and statement of operations prior to the sale to
BacTech. Effective July 31, 2003, the Company reflects its ownership interest in
TSLLC as an investment. Since BacTech Nevada is funding the initial $12 million
of all cost of TSLLC, the Company does not reflect in its 2003 financial
statements the costs of TSLLC after July 31, 2003.

During the year ended December 31, 2003, the Company raised $450,000 through the
sale of restricted common stock in a private sale transaction with a significant
shareholder of the Company, and the Company has received $1,000,000 from BacTech
related to the sale of 55% interest of TSLLC. During 2004, the Company is
entitled to receive $375,000 of the remaining $750,000 purchase price balance
from BacTech. BacTech has made the initial monthly payment of $62,600 due July
31, 2004.

During the six months ended June 30, 2004, the Company made various sales of
equity. During the first quarter of 2004, the Company sold 100,000 Units, each
Unit consisting of one share of common stock and one Unit Purchase Warrant at
$0.90 per Unit. These Unit Purchase Warrants are exercisable for two years from
date of issue and provide that one share of common stock can be purchased for
$1.25 plus four (4) Unit Purchase Warrants for up to 25,000 shares of common
stock. During the second quarter of 2004, the Company sold 400,000 Units, with
each Unit consisting of one share of common stock and one Unit Purchase Warrant
at $0.50 per Unit. These Unit Purchase Warrants are exercisable for two years
from date of issue and provide that one share of common stock can be purchased
for $0.80 plus two (2) Unit Purchase Warrants for up to 200,000 shares of common
stock. These offerings in aggregate netted the Company $267,350 after payment of
expenses and fees. Also during the second quarter of 2004, warrants to exercise
428,572 shares at exercise price of $0.30/share were exercised at a reduced
price of $0.25/share for total proceeds of $107,142. The Company recorded a
stock issuance expense of $21,429 for the reduction of the exercise price of
these warrants.

As of June 30, 2004, the Company had a working capital balance of $823,832. The
Company may continue efforts to raise additional funds through the sale of
equity securities to supplement our existing cash.

Interest in TSLLC

Effective July 31, 2003, Tonkin Springs Venture Limited Partnership ("TSLVP"), a
Nevada limited partnership wholly-owned by the Company, closed the sale of 55%
equity ownership interest in TSLLC to BacTech Nevada. The Company, through
subsidiaries, owns the remaining 45% equity ownership interest in TSLLC. With
the closing, BacTech Nevada assumed management and funding responsibilities for
TSLLC. This transaction was completed pursuant to a letter agreement between the
Company and BacTech dated March 25, 2003.

The purchase price for BacTech Nevada's 55% equity ownership interest in TSLLC
was $1,750,000 cash (the "Purchase Price.") BacTech Nevada also committed to a
funding obligation of $12 million to TSLLC. Through June 30, 2004 BacTech Nevada
had paid a total of $1,000,000 of the Purchase Price. The remaining $750,000 is
to be paid in consecutive monthly payments of $62,500 due at the end of each

month beginning July 31, 2004. Through July 31, 2004, BacTech Nevada has made
the required installment payment due that date. BacTech Nevada shall also pay
100% of funding required by TSLLC up to $12 million (the "Funding Obligation").
The Funding Obligation requires BacTech Nevada to fund, at a minimum, all costs
required to protect the assets and properties of TSLLC including regulatory
obligations, funding necessary to keep the properties free of liens and
encumbrances, and funding for any other costs of programs and budgets which
BacTech Nevada, as manager and majority interest owner, has discretionary
control. Other than these requirements, there is no minimum time frame under the
agreement in which BacTech Nevada is required to meet its Funding Obligation.
Through June 30, 2004, BacTech Nevada has spent approximately $2,758,946 of the
Funding Obligation. If additional funding is required by TSLLC after the Funding
Obligation, BacTech Nevada is required to advance the Company's share of any
cash calls if requested by the Company (the "Advances"), with repayment to
BacTech Nevada of any Advances plus interest from 50% of cash distributions
otherwise due the Company.

Until BacTech Nevada has recovered its Funding Obligations, cash distributions
from TSLLC (the "Distributions"), if any, shall be made based upon a sliding
scale related to the gold price in effect from time to time. Pursuant to the
sliding scale, Distributions to BacTech Nevada will range from 55% at $360 or
more per ounce gold to 80% at $320 or less per ounce gold. After BacTech Nevada
has received aggregate Distributions equal to its Funding Obligation of $12
million, then all Distributions shall be 55% to BacTech Nevada and 45% to the
Company.

The TSLLC Operating Agreement provides that if BacTech Nevada fails to make
required payments of the Purchase Price to the Company, or after 30 days written
notice from the Company, fails to satisfy any portion of the Funding Obligation,
BacTech Nevada would be deemed to have withdrawn form TSLLC. Prior to satisfying
the Funding Obligation, BacTech Nevada may also withdraw from TSLLC by providing
the Company 30 days prior written notice. If BacTech Nevada were to withdraw
from TSLLC, its 55% equity ownership interest in TSLLC would revert back to
subsidiaries of the Company.

Liquidity and Financial Condition

December 31, 2003. As of December 31, 2003, the Company had working capital of
$501,204, comprised of current assets of $581,626 and current liabilities of
$80,422. The remaining $750,000 Purchase Price payment due from BacTech Nevada
is to be paid in 12 consecutive monthly payments of $62,500 commencing on July
31, 2004, of which the July 2004 has been received. Of the total amount,
$375,000 has been classified as a current asset assuming six monthly payments
due during 2004 and $329,774 has been classified as long-term.

The annual cost of corporate overhead for the Company is approximately $590,000.
As noted above, in 2004 the Company has sold equity Units and has raised
$267,350 after payment of expense and fees. Also during the second quarter of
2004, warrants to exercise 428,572 shares at exercise price of $0.30/share were
exercised at a reduced price of $0.25/share for total proceeds of $107,142. The
Company recorded a stock issuance expense of $21,429 for the reduction of the
exercise price of these warrants. We may continue efforts to raise additional
funds through the sale of equity securities to supplement our existing cash. The
Company has no other source of anticipated working capital other than the
payments from BacTech Nevada. Since July 31, 2003, BacTech Nevada is responsible

for funding 100% of all costs of Tonkin Springs until an aggregate of
$12,000,000 has been funded by BacTech Nevada, and thereafter BacTech is
obligated, if requested by the Company, to fund the Company's share of any
subsequent cash calls for TSLLC, with repayment to BacTech Nevada of any
Advances plus interest from 50% of cash distributions otherwise due the Company.

The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities and
obligations in the normal course of business. The Company experienced net losses
for the years ended December 31, 2003 and 2002 of $(622,738) and $(1,375,459),
respectively, and an accumulated deficit since inception of $(34,148,152).
Accordingly, the report of the independent auditors for the years ended December
31, 2003 raises substantial doubt about the Company's ability to continue as a
going concern.

For the year ended December 31, 2003, net cash used by operations increased to
$(1,252,172) from $(834,911) for the corresponding period in 2002. Included in
the change is the receipt of $30,000 in management contract payments from GRC,
an affiliate of the Company, in the 2002 period and none during the 2003 period.
Cash paid to suppliers and employees increased to $1,253,584 during the 2003
period from $871,869 during the 2002 period, reflecting in part, payment during
2003 of accrued 2002 salaries to executive officers of $196,789. Other increases
for 2003 include the payment of expenses related to the Company's annual meeting
of shareholders during 2003 of approximately $45,000, and reduction of other
liabilities to vendors of $157,000 offset, in part by the assumption of TSLLC
funding and expenses commencing July 31, 2003 by BacTech Nevada and funding
provided by BacTech Nevada from March 25, 2003 through the July 31, 2003.
Interest received decreased $8,063 to $3,047 in 2003 from $11,110 in 2002
primarily related to 2003 interest related to restrictive cash deposits that
secure reclamation costs at the Tonkin Springs project from which the Company
only received payments made through July 31, 2003.

For the year ended December 31, 2003, cash flows from investing activities was
$1,004,000 compared to $(35,962) in 2002 primarily reflecting the $1,000,000
Purchase Price payments by BacTech and BacTech Nevada in 2003 and a $40,000
technology license payment in 2002.

For the year ended December 31, 2003, cash flow from financing activities
decreased to $441,727 from $803,221 in 2002 and consisted primarily of the
$450,000 in proceeds from the sale of common stock during 2003 compared to
$816,154 in net proceeds raised from the sale of common stock in 2002. In
addition, during 2003 there was a decrease in payments on installment purchase
contracts as those contracts were paid-off.

June 30, 2004. As noted above, during the six months ended June 30, 2004, the
Company made various sales of equity to address our cash requirements, raising
$267,350 after payment of expenses and fees. As of June 30, 2004, the Company
had working capital of $823,832 made up of current assets of $934,920, and
current liabilities of $111,088. The Company has no source of anticipated
working capital other than payments from BacTech Nevada under the 2003 Purchase
Agreement. BacTech Nevada has committed to pay us the balance of the $750,000
purchase price for its interest in the TSLLC in 12 consecutive installments of
$62,500 commencing July 31, 2004, of which the July and August 2004 payments has
been received. In addition, BacTech Nevada has committed to fund development of
the property up to at least $12 million so long as it retains its interest in

TSLLC. While we expect BacTech Nevada to continue to honor its funding
obligations and to make those payments, there is no assurance that it will do
so. Based on our existing capital needs, the cash available at June 30, 2004,
and expected payments from BacTech Nevada, we believe that we have sufficient
working capital to carry us through June 30, 2005.

For the six month period ended June 30, 2004, net cash used by operations
decreased to $(366,463) from $(629,500) for the corresponding period in 2003,
reflecting in the 2003 period $186,468 of costs of the Tonkin Springs project
paid by the Company while during the 2004 period, funding for Tonkin Springs was
the responsibility of BacTech Nevada. Cash paid to suppliers and employees
decreased to $365,156 during the 2004 period from $632,225 during the 2003
period, primarily reflecting payment during 2004 of $66,221 of prior years
accrued directors' fees and deferred salaries, and the $186,468 holding costs of
Tonkin Springs during the 2003. Cash flows from investing activities was none
for 2004 compared to $296,449 in 2003 primarily reflecting during the 2003
period the payment of $250,000 for the BacTech option and a decrease in
restrictive time deposits for reclamation bond at Tonkin Springs. Cash flow from
financing activities decreased to $374,137 in 2004 from $413,634 in 2003
primarily reflecting lower amounts of net proceeds from the sale of common stock
in 2004 compared to 2003.

In addition to its efforts to raise capital from outside sources, the Company
may also seek merger candidates or enter into other business arrangements in an
effort to continue in operation.

Results of Operations

Year ended December 31, 2003 Compared to 2002

For the year ended December 31, 2003, the Company recorded a restated net loss
of $(622,738), or $(.04) per share, compared to a net loss for 2002 of
$(1,375,459) or $(.09) per share. During 2003, the Company recorded a
cumulative-effect gain on implementation of SFAS 143 of $404,000, or $0.02 per
share as discussed further below, while no similar item was recorded during
2002. In 2003, the Company recognized a gain of $601,924 on the sale to BacTech
Nevada reflecting the $1,678,506 net present value of the $1,750,000 Purchase
Price payment schedule, at an imputed rate of interest of 6% per annum, in
accordance with APB No. 21 "Interest on Receivables and Payables," reduced by
the Company's basis of $1,076,582 in the 55% interest in TSLLC sold to BacTech
Nevada. The Company also recorded $26,268 of imputed interest income related to
the BacTech Nevada Purchase Price receivable. For 2002 the Company recorded
$30,000 in revenues for management contract fees with GRC. General and
administrative expense increased $162,674 in 2003 to $492,876, primarily
reflecting the costs of the annual meeting of shareholders of approximately
$45,000 and $32,000 in increased legal and accounting costs primarily related to
the Registration Statement filed with the Securities and Exchange Commission,
and a $27,000 increase in outside directors fees with the addition of 3
directors to the board. During 2003 $258,613 of general and administrative
expense was allocated to "Holding costs of Tonkin Springs property" while
$217,909 of such allocations were made in 2002. However, in 2002 $129,441 of

general and administrative expense was allocated to the cost of services
provided under the GRC management contract and included in "Exploration expense
(costs of services provided under GRC management contract)" while no such
allocations were made during 2003. Total holding costs for the Tonkin Springs
property were $443,218 during 2003 (through July 31, 2003) compared to $956,356
for all of 2002 and include allocation of corporate office general and
administrative as noted above. Holding costs for the Tonkin Springs property
were reduced in 2003 by $68,500 of cost reimbursement from BacTech and a $36,000
reduction of reclamation liability related to the Properties. Stock compensation
expense of $290,000 was recognized in 2003 related to the sale of 1,000,000
shares of Common Stock to our largest shareholder at a price below the market
price of the shares on the date of the transaction. The Company took an expense
charge as a realization reserve for the full value ($363,165) of shares of its
common stock issued in exchange for 675,676 shares of stock of GRC. In 2003,
accretion expense of asset retirement obligations under SFAS 143 totaled $56,583
while no similar expense was recognized in 2002 since the Company implemented
SFAS 143 effective January 1, 2003. Depreciation expense increased during 2003
to $15,404 from $11,082 during 2002 primarily reflecting amortization of
capitalized license fees commencing during 2003.

The implementation of SFAS 143 effective January 1, 2003 resulted in a
cumulative effect gain on implementation of SFAS 143 of $404,000. This gain
reflected the reversal of reclamation obligation expense in prior years for the
Tonkin Springs project replaced by the SFAS 143 computed asset retirement
obligation, with that amount reduced by amortization of such obligation for
prior years' gold production GRC's audited operating loss for the year ended
December 31, 2003 and 2002 was $(496,017) and $(788,646), respectively, of which
the Company's share would be approximately $(199,994) and $(221,294),
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. The overhead expense of the Company
allocated to the management contract during the year ended December 30, 2002
totaled $129,441, representing allocation of staff time.

Six month ended June 30, 2004 Compared to 2003

For the six months ended June 30, 2004, the Company recorded a net loss of
$(423,698), or $(.02) per share, compared to a loss for the corresponding period
of 2003 of $(493,094) or $(.03) per share. Imputed interest income related to
the BacTech Nevada purchase price payment obligations were $21,409 in 2004
compared to $3,383 of other interest income in 2003. General and administrative
expense increased $253,409 in 2004 to $397,473, reflecting a small increase in
salary expense and legal costs in 2004 as well as no allocation of overhead
costs to holding costs of the Tonkin Springs project since BacTech Nevada was
manager of the project in the 2004 period. In the six months ended June 30,
2003, $220,613 in general and administrative costs were allocated to the cost
category "holding costs of Tonkin Springs". Holding costs for the Tonkin Springs
property were $412,081 during 2003 while in the 2004 period the project was
funded and managed by BacTech Nevada. During the 2004 period, stock compensation
expense of $21,800 was recognized for the Black-Scholes pricing model value of
the Meridian Warrants issued in conjunction with the sale of 100,000 Units and
$21,429 in similar expense was recognized as expense for the reduction of the
exercise price of warrants to purchase 428,572 shares, while in the 2003 period,
stock compensation expense of $290,000 was recognized related to the sale of
1,000,000 shares of common stock to our largest shareholder. In the 2003 period,
a gain on the January 1, 2003 implementation of SFAS 143 reflecting an
accounting change of $404,000 was recognized.

GRC's unaudited operating loss for the six month periods ended June 30, 2004 and
2003 is $(292,086) and $(90,463), respectively, of which the Company's share
would be approximately $(111,007) and $(24,678), 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 prospectus contains statements that plan for or anticipate the future.
Forward-looking statements include statements about our ability to develop and
produce precious metals, statements about our future business plans and
strategies, statements about future revenue and the receipt of working capital,
and most other statements that are not historical in nature. In these documents,
forward-looking statements are generally identified by the words "anticipate,"
"plan," "believe," "expect," "estimate," and the like. Because forward-looking
statements involve future risks and uncertainties, there are factors that could
cause actual results to differ materially from those expressed or implied.
Prospective investors are urged not to put undue reliance on these
forward-looking statements.

A few of the uncertainties that could affect the accuracy of
forward-looking statements, besides the specific Risk Factors identified above,
include:

a. Changes in the general economy, affecting the disposable income of
the public;
b. Technological changes in the precious metals industry;
c. Our costs of production of precious metals;
e. The level of demand for precious metals; and
f. Changes in our business strategy.

DESCRIPTION OF PROPERTY

Tonkin Springs Properties

History

Exploration and other mineral related activities have occurred at the Tonkin
Springs property area since the 1950's, when prospecting for mercury and barite
was active. Between 1966 and 1980, several companies including Homestake Mining
Company and Placer Amex, conducted exploration including road building, surface
sampling and drilling on portions of the property. Precambrian Exploration, Inc.
("PEX") subsequently staked several mining claims and continued drilling and
developed a mineral resource. In 1985 the Company joint-ventured the property
with PEX and later bought their interest in the project. Between 1985 and 1988,
the Company built and operated an oxide heap leach operation. In 1988 it began
developing the sulfide resource and built a mill to process that ore using
bio-oxidation followed by standard cyanidation to recover the gold. In late
1989, the Company substantially completed construction of a 1,500 ton-per-day
milling facility at the Tonkin Springs property designed to process sulfide gold
mineralization through the use of bacteria to oxidize the sulfide mineralization
prior to extraction of the gold through the conventional milling process
utilizing cyanidation to dissolve the gold and activated carbon to capture the
gold through adsorption. The construction cost of the mill was approximately $31
million. The Company operated the integrated mill facility in a start-up mode

commencing in March 1990. However, the mill facility did not reach commercial
operation by June 1990, and because of severe liquidity problems we put the
operation on stand-by status beginning in June 1990. Since 1990, we have had
various joint venture and similar partners at the Tonkin Springs Project, most
recently BacTech Nevada under a transaction which closed effective July 31,
2003.The Tonkin Springs property area has been drilled with approximately 2,800
holes averaging about 200 feet in depth. Drilling has included reverse
circulation, down-the-hole hammer, core and air-track drilling. The Company did
the great majority of drilling between 1984-1990 but joint-venture partners
Homestake Mining also drilled 86 RC and core holes (79,288 feet) between
1991-1992 and Agnico-Eagle Mines drilled 107 RC holes (63,575 feet) from
1999-2001. Based on the drilling to date as well as other information the Tonkin
Springs property has an estimate of mineralized material of 30.7 million tons
with an average grade of 0.045 ounces gold per ton.

General

The Tonkin Springs properties are located on the Battle Mountain-Cortez Trend,
approximately 45 miles northwest of Eureka, Nevada. Effective July 31, 2003
TSLLC is owned 45% by subsidiaries of the Company and 55% by BacTech Nevada.

During the period February 26, 1999 through October 17, 2001, the Company held a
40% equity interest in TSLLC with TSHI holding the remaining 60% and its
affiliate, Tonkin Spring Management Company, being manager. However, effective
October 17, 2001, TSHI withdrew from TSLLC and as provided in the agreement
transferred its ownership interest to the Company through TSVLP. After the
withdrawal of TSHI, TSVLP assumed management responsibilities for TSLLC until
July 31, 2003, when BacTech Nevada assumed management responsibilities for
TSLLC.

Tonkin Springs is an open-pit gold mining and processing project consisting of
unpatented mining claims, an integrated milling facility, and support facilities
on approximately 23,640 acres of Federal land located along the Battle Mountain
- - Cortez Trend approximately 45 miles northwest of the town of Eureka in Eureka
County, Nevada. Part of the mineralized material at the Project is contained in
sulfides and will require concentration and/or pre-treatment prior to final
processing. An important part of the mineralized material at the Project is in
oxide form, located at the Tonkin North deposit, and is amenable to conventional
extraction methods.

The Company has held an interest in Tonkin Springs since 1984 and historically
produced approximately 26,000 ounces of gold from an oxide ore heap leach
operation during 1985 through 1988 prior to construction of the mill facilities
to process sulfide mineralization discussed further above under "History."

Access to Tonkin Springs is provided by a county maintained road. Electrical
power is provided through a substation located near the mill and operated by
Sierra Pacific Power Company. Water is available through production wells which
have been established on or adjacent to the site. The project also contains an
assay laboratory and metallurgical pilot plant testing lab. In addition to the
heavy equipment shop for repair and maintenance of mining equipment, a repair
shop and warehouse building is situated adjacent to the mill building. The site
also contains facilities to store and distribute propane, diesel fuel and
gasoline. An administrative building is available for office management and
administrative personnel. Potable water will be brought in from outside the
project.

Geology

Host rocks for gold mineralization at Tonkin Springs consist of a sequence of
Paleozoic rocks that were subsequently faulted, intruded and mineralized.
Gold-bearing solutions originated at depth and migrated up along fracture
systems until reaching fractured rock or chemically favorable rock suitable for
deposition of mineralized material. Later volcanism, faulting, erosion and
sedimentation affected the mineralized material.

The oldest sedimentary rocks identified at Tonkin Springs are the Ordovician
Vinini siliclastic, carbonate and greenstone lithologies. The Vinini is well
exposed and makes up most of the central core of the property. It has been
divided into three distinct units: the Telephone Member, the Rooster Member and
the Coils Member. The Telephone Member is the lowest member and is comprised of
thin to medium-bedded, gray, blocky, sandy to silty carbonates, calcareous
carbon shales, micrites, and thin-bedded limestone in the upper part. All ore
developed to date in the gold resource at Tonkin Springs is in the Vinini
Formation or intrusives in contact with the Vinini and is within or adjacent to
low-angle and high-angle structures.

The Devonian Devils Gate and Denay Formation carbonates units are integrated
into the Vinini package and may have been back-thrusted into this position
throughout the central core of the claim area. These same units are also exposed
on the western side of the property.

Permian Garden Valley Formation clastic sediments and Cretaceous Newark Canyon
Formation clastic sediments flank the area in isolated exposures to the north,
east and west. Lithologies vary from coarse chert pebble conglomerates,
fine-grained limestone to immature coarse clastic limestone. Both of these units
have been juxtaposed against and on top of the Vinini via high angle and thrust
faults.

Tertiary rhyolite, rhyodacite and andesite volcanic units flank the project area
to the east, west and north and occur within the interior on the southern end of
the property.

The dominant structures mapped at Tonkin are high angle faults and open folds
that trend northwest, north and northeast. The fault dips are primarily steeply
to the east. Southeast low angle shearing is evident in pit wall exposures.

Mineralization identified to date occurs in clusters located along a northwest
trend. There is a strong east-northeast component to each of these clusters
which possibly represents an east-northeast fold axis created by strike slip
faulting along master faults on the eastern and western edges of the range. The
increased ground preparation due to folding and the intersection with northwest
shearing and thrust faulting appears to be the locus of mineralization. In some
instances mineralization is also spatially associated with igneous dikes and
sills.

Claims

Currently, the Tonkin Springs project consists of a total of 1,215 unpatented
mining and mill site claims encompassing approximately 37 square miles. Of that
amount, an aggregate of 370 of the unpatented mining claims covered by the
Project are leased from unaffiliated third parties pursuant to two mining
leases. One lease at Tonkin North, which covers 269 claims, has an initial term
which expires December 31, 2006 and may be extended from year to year, up to a

maximum term of 99 years, by production from the leased claims. Each lease
contains certain conditions and other requirements for annual payments, as well
as expenditures or work to be performed in order to retain the leased claims.

The Tonkin North lease requires an annual advance royalty in the amount of
$150,000, or the value of 450 ounces of gold, whichever is greater, such royalty
is payable in January of each year and has been paid for 2004. The lease also
requires production royalties of 5% of the gross sales price of gold or silver
but provides for recapture of annual advance royalties previously paid which has
a balance at December 31, 2003 of approximately $2.6 million. TSLLC is required
to perform an annual work commitment and the lease includes a defined area of
interest extending from the boundaries of certain claims. Certain of the claims,
which are included in the Tonkin North lease, are also subject to a 1% net
smelter return royalty (defined as gross revenues from sales of minerals, less
refining costs, transportation costs, severance, production and sales taxes, and
sales commissions) payable to Precambrian Exploration, Inc. after $15 million in
gross revenues are realized from the claims.

In 1994, 215 claims covering approximately 4,400 acres adjacent to the Tonkin
Springs project were acquired from an unaffiliated third party. The claims are
subject to a royalty of 1% of net smelter returns for gold when the indexed
price of gold is $350 per ounce or more, and a royalty of 1% of net smelter
returns for silver when the indexed price of silver is $3.50 per ounce or more.
No royalties are payable at lower indexed prices. The indexed prices shall
reflect adjustments based on the Producer's Price Index, sub-index Finished
Goods Excluding Foods, as published by the United States Department of Commerce.

An aggregate of 913 of the unpatented mining claims covered by the Project, as
well as 33 mill sites claims, are owned by TSLLC. A total of 317 of these claims
are subject to a royalty of 2% of net smelter returns, which becomes payable to
Precambrian Exploration, Inc. after $50 million in gross revenues is realized
from the claims. Precambrian Exploration, Inc. is an unaffiliated third party
and predecessor in interest to the claims. Precambrian may elect to receive its
royalty in the form of gold and silver upon proper notice to TSLLC.

Of the total of 1,215 mining claims encompassing the Tonkin Springs project, 381
are not subject to any royalties.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Executive Officers and Directors

During 2002, the three executive officers made cash advances to the Company to
allow the payment of field personnel wages and certain critical payments. The
aggregate amount of such advances from the three executive officers did not
exceed $30,000. Such advances were repaid to the executive officers effective
May 31, 2002.

During a portion of 2002, the Company elected not to pay certain salaries to its
three executive officers in the aggregate amount of approximately $193,976 as of
December 31, 2002 in order to conserve working capital. These amounts were paid
during November 2003. Of the total, $99,475 was paid to William W. Reid, $44,764
was paid to William F. Pass and $49,737 was paid to David C. Reid.

Commencing July 1, 1998 and through December 31, 2002, the three executive
officers of the Company voluntarily deferred a portion of their individual
salaries in order to conserve working capital of the Company. As of June 30,
2004, the total amount of such voluntary deferral was $510,449, with William W.
Reid owed $245,053, William F. Pass owed $125,714 and David C. Reid owed
$139,682. These amounts remain unpaid as of the date of this prospectus.

IBK Capital Corp.

On December 17, 2001 the Company and GRC, an affiliate of the Company, jointly
entered into an agreement with IBK Capital Corp. of Toronto, Ontario, Canada
("IBK") whereby IBK agreed to separately assist the Company as well as GRC in
efforts to seek and arrange equity investment. The Company and GRC determined to
jointly seek the assistance of IBK since both the Company and GRC were
interested in raising equity funding and IBK represented that since the shares
of the Company are publicly traded and the shares of GRC are not, the pools of
potential investors who might be contacted by IBK for equity investment would
generally be different groups and therefore would not result in any conflict of
interest between the interests of the Company and GRC. IBK is a limited market
dealer based in Canada whose business includes seeking funding for public and
private companies from institutional and exempted investors. That joint
agreement had a term of six months but was extended by the parties and
terminated January 15, 2003. The agreement provided for an initial work fee of
$16,192 of which $15,882 was to be first deducted from the commission due IBK,
if any, of 9% computed on any money raised for the Company and/or GRC, plus a
non-accountable expense advance of $2,267, both of which were paid by GRC in
December, 2001. IBK did not conclude any transactions concerning or for the
benefit of GRC. Under various transactions arranged by IBK during 2002 for the
Company, IBK was paid by the Company total fees and commissions of $80,100 which
includes $15,882 paid by GRC to IBK in 2001 and which was deductible from
commissions due to IBK by the Company. The Company has reimbursed GRC in 2002
for the $15,882 paid by them to IBK during 2001.

French American Banking Corporation

French American Banking Corporation ("FABC") has certain contingent rights under
the "Agreement To Pay Distributions" dated February 21, 1992. Under this
agreement, Tonkin Springs Gold Mining Company ("TSGMC"), a wholly owned
subsidiary of the Company, is required to pay a limited portion of certain
distributions from Tonkin Springs Venture Limited Partnership ("TSVLP"), also a
wholly owned subsidiary of the Company, to FABC. TSVLP has complete control of
such distributions, if any, to TSGMC. Under the terms of the Agreement to Pay
Distributions, TSGMC is required to pay to FABC (i) the first $30,000 in cash or
value of asset distributions, as defined in such agreement, received from TSVLP,
plus (ii) an amount equal to 50 percent of such retained distributions in cash
or value of asset distributions after TSGMC has first received and retained
$500,000 of such retained distributions. This obligation to FABC shall terminate
after FABC has been paid a total of $2,030,000 thereunder. FABC is owner of
2,142,171 shares of the Company representing approximately 10.5 percent of the
outstanding shares as of August 25, 2004. Mr. Curtis Deane, a Director of the
Company since May 19, 2003, is an employee of BNP Paribas which, in turn, is an
affiliate of FABC.

Contract with Gold Resource Corporation

GRC was formed in August 1998 by founders William W. Reid and David C. Reid to
provide a corporate vehicle for potential future business activities. GRC
remained inactive until the 2000 Management Contract with the Company discussed
below. At its formation and through July 1, 2000, a majority of the outstanding
capital stock of GRC was owned by its founders. As of June 30, 2004, the Company
and GRC's founders are the only owners of five percent or more of GRC capital
stock.

Throughout the history of GRC, William W. Reid has served as president and chief
executive officer as well as chairman of the board of directors while David C.
Reid has served as vice president and a member of the board. William W. Reid and
David C. Reid were and are the sole directors of GRC and there have been no
other executive officers of GRC.

During year 1999 and through the second quarter of 2000 the Company actively
evaluated mining opportunities in Mexico and in fact made proposals to the
owners of at least three properties. The Company's proposals to those property
owners were rejected however, primarily because the Company could not offer any
up-front cash nor could the Company demonstrate an ability to raise funding
sufficient to meet the financial and other obligations under those proposed
transactions. The board of directors then concluded that the Company could not
negotiate competitively for property acquisitions in Mexico due to its limited
resources and its inability to raise additional equity funding due to a lack of
authorized but unissued shares and decided to curtail activities in Mexico.

In June 2000 William W. Reid and David C. Reid made a proposal to the
independent directors of the Company, John W. Goth and Douglas J. Newby, as to a
possible way the Company could participate in opportunities in Mexico while
limiting any direct funding obligations to that effort through equity
participation with a then inactive private Colorado corporation, GRC. The
concept presented to the Company was that William W. Reid and David C. Reid
would commit to an aggregate $50,000 in funding to GRC at the rate of $.50/share
of GRC stock in order to pay for the costs of evaluating and potentially
acquiring one or more mining properties in Mexico and GRC would then raise
additional funding needed. The Company could earn an equity position in GRC
through the management of the affairs of GRC under a management contract for a
specific period of time. The Company would have no obligation to fund expenses
of GRC. The business plan of GRC was to raise additional equity funding from
non-related parties if and when a mineral property of merit was acquired. The
independent directors of the Company negotiated and finalized the terms of the
transaction with GRC and the management agreement entered into July 1, 2000 was
first drafted by the Company, reviewed and finalized by legal counsel
representing the Company, and executed on behalf of the Company by its
independent directors, Mr. Goth and Mr. Newby, as discussed in more detail
below. GRC has no employees; however GRC does retain the services of a Mexican
national under a consulting arrangement since.
2001

Through August 31, 2001, GRC was funded only by investment of its founders as
discussed above. Only during September 2001, following the lease of the Zimapan
property in Mexico, did GRC commence private placement sale of its restricted
stock to third parties. Therefore, until September 2001, there were no sales of
GRC equity securities to third parties and no market for such shares.

Effective July 1, 2000, the Company and GRC entered into the 2000 Management
Contract under which the Company provided general management of GRC business
activities through December 31, 2001 in exchange for 1,280,000 shares of GRC.
GRC was responsible for all of its own operational funding, as needed. Through
the 2000 Management Contract the Company has the opportunity to participate,
through an equity interest ownership in GRC, in potential business activities in
Mexico. The Company earned its equity ownership interest in GRC under the 2000
Management Contract with existing personnel and with no additional costs other
than that related to the existing level of corporate overhead during the
contract period.

Effective January 1, 2002, the Company and GRC entered into a new contract, the
2002 Management Contract, which expired by its term December 31, 2002. Under the
2002 Management Contract the Company was to be paid $30,000 per month to
provided general management of GRC business activities through December 31,
2002. GRC paid $30,000 to the Company under the 2002 Management Contract but was
unable to pay the other required payments. The Company will recognize revenue
related to this item as payments, if any, are received from GRC. Under both the
2000 Management Contract and the 2002 Management Contract, GRC was responsible
for all funding needed.

John W. Goth and Douglas J. Newby, then the independent directors of the
Company, approved the 2000 Management Contract and John W. Goth, as the sole
independent director at the time, approved the 2002 Management Contract with
GRC. GRC has granted non-qualified stock options at exercise price of $.50 per
share each with 400,000 option shares to William W. Reid, 250,000 option shares
to William F. Pass, and 300,000 option shares to David C. Reid, each officers of
the Company Therefore, at September 30, 2004, and including stock options,
William W. Reid and David C. Reid, each an officer and director of the Company,
have approximately 32% aggregate record and beneficial ownership of GRC. During
August 2003, John W. Goth, a director of the Company, purchased from GRC 10,000
shares of GRC stock at a price of $.50 per share. The 2002 Management Contract
terminated by its terms December 31, 2002 and the parties have determined not to
enter into a new management contract for year 2003. Commencing January 2, 2003,
William W. Reid, David C. Reid and William F. Pass may spend personal time on
the business affairs of GRC. This time is not expected to interfere with their
respective duties as directors and/or officers of the Company. Conflicts of
interests could arise between these persons duties as officers and directors of
the Company and their respective responsibilities to GRC. (See "RISK FACTORS.").

Effective August 23, 2001 GRC leased a prospective silver/lead/zinc mining
property covering approximately 47 hectares and located in the Zimapan Mining
District in the state of Hidalgo, Mexico. This project was designated by GRC as
its Zimapan Project. The lease agreement for Zimapan was subject to a 5% net
smelter return royalty and required periodic advance royalty payments to the
concession owner. During 2001 and 2002, GRC paid the concession owner $105,000
and the lease required payments of $200,000 for 2003 which was not paid prior to
the lease being dropped by GRC as discussed below. GRC commenced a drilling
program at the Zimapan Project during 2002 with approximately 1,800 meters of
underground and surface drilling completed. While certain areas of
mineralization were encountered in this drilling the evaluation has not
established any estimates of mineralized material. During August 2003 GRC
dropped the Zimapan Project lease as provided under the lease agreement.

Effective November 1, 2002, GRC leased a prospective gold/silver property
covering approximately 1,897 hectares and located in the historic mining

district in the state of Oaxaca, Mexico, designated GRC's "El Aguila" property.
The El Aguila property is an exploration state property. The lease agreement for
El Aguila is subject to a 4% net smelter return royalty where production is sold
in gold/silver dore form and 5% for production sold in concentrate form, and the
lease requires periodic advance royalty payments to the concession owner. During
2002, 2003 and through June 30, 2004, GRC has paid the concession owner $30,000
under the lease. In August 2003 GRC entered into an agreement with Canyon
Resources Corporation, a public company with shares traded on the American Stock
Exchange under symbol "CAU" ("Canyon"), whereby Canyon could earn a 50% interest
in the El Aguila property from GRC in exchange for funding $3.5 million in
exploration and development costs at the El Aguila property. Canyon funded
$500,000 for Phase I and Phase II exploration drilling program at El Aguila.
Under the agreement with GRC, Canyon could elect to take 600,000 shares of
common stock of GRC for its $500,000 funding and have no further interest in the
El Aguila project. After completion of the scoping study discussed below, in
September 2004 Canyon elected to convert their prior funding to GRC of $500,000
into 600,000 shares of GRC stock, representing approximately 10% of GRC as of
September 30, 2004. Mr. Richard F. Mauro, a Director of the Company since
November 2003, is also a director of Canyon. Phase I and II exploration drilling
was completed in 2003 and included approximately 12,939 feet of drilling focused
on one target area of the 14.7 square mile property. This exploration drilling
encountered some high-grade gold intercepts which will require additional
exploration drilling in order to fully evaluate. GRC commissioned a scoping
study by an independent engineering firm on the El Aguila project in order to
estimate capital and operating costs of a theoretical 750 tonne per day open pit
mining and milling operation. The scoping study was intended to provide
information to define the minimum resource level required in order for GRC to be
able to make a production decision. The theoretical scoping study was completed
in July 2004 and indicated positive economics. A preliminary resource study
based upon limited exploration drilling (3,900 meters in 69 drill holes)
indicated mineralized material at a 1 gram gold/tonne cut-off, in a shallow,
massive quartz body, at 108,500 ounces of gold and 1,368,000 ounces of silver.
Additional drilling will be required to potentially increase the mineralized
material prior to any production decision being made by GRC. Capital costs were
projected at approximately $11 million and cash operating costs were projected
at $107/ounce gold based upon processing mineralization of 7.43 grams/tonne gold
(cut-off 2.5 grams) and 63 grams/tonne silver.

The Company was party to the GRC stock subscription agreement with RMB dated May
6, 2002. That agreement obligated the Company and the founders of GRC, under
certain circumstances, to sell some or all of their shares of GRC to a third
party on a pari passu basis along with all of the shares owned by RMB, and gave
RMB the contingent right to seek and negotiate such sale for up to 51% of the
then outstanding shares of GRC (the "Bring Along Obligation"). On September 29,
2003, the Company acquired the 675,676 shares of GRC owned by RMB in exchange
for 672,528 shares of unregistered shares of the Company valued at $0.54 per
shares (aggregate $363,165). The Company is committed to file a registration
statement with the Securities and Exchange Commission covering the shares issued
to RMB and such shares are included in this Prospectus. This transaction
terminates the Bring Along Obligation.

During 2002, the Company borrowed approximately $15,900 from GRC to make
critical payments to vendors which advance was repaid during 2002. Subsequently
in 2002, the Company made a non-interest bearing and unsecured advance to GRC of
$30,000 to enable GRC to make a critical payment related to its mineral
properties. GRC had repaid these advances as of December 31, 2002. The

independent director of the Company, Mr. John W. Goth, approved this loan in
advance. During 2003, the Company made a non-interest bearing and unsecured loan
to GRC of $30,000 to enable GRC to make certain critical payments. This loan was
repaid by GRC during 2003. These loans were approved by the then independent
directors of the Company, Mr. John W. Goth and Richard F. Nanna.

With regard to corporate opportunities and potential conflicts of interest among
and between the Company and GRC, the Company is primarily focused on activities
in Nevada and the western United States and any business opportunities in these
locations would be first available to the Company. Conversely, GRC is focused on
corporate opportunities in Mexico and any business opportunities in Mexico would
be first available to GRC. If the board of directors of either the Company or
GRC first elect not to evaluate a particular business opportunity for any
reason, the other company would be free to undertake that particular business
opportunity without conflict of interest related to corporate opportunity
between the Company and GRC.

MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

Our common stock trades on the OTC Bulletin Board under the symbol "USGL." The
tables below set forth the high and low sales prices for our common stock as
reflected on the OTC Bulletin Board, for the two fiscal years ended December 31,
2003, the first two quarters for 2004, and the third quarter, to date, for 2004.
Quotations represent prices between dealers, do not include retail markups,
markdowns or commissions, and do not necessarily represent prices at which
actual transactions were effected. Effective February 28, 2003 the shares if the
Company began trading on the Berlin, Germany Stock Exchange under symbol "US 8."
The Company has a number of European shareholders and the listing on the Berlin,
Germany Stock Exchange is intended to facilitate a market in its shares in such
locale. The high and low sales price on September 23, 2004 were $0.47 and $0.42,
respectively.
F
iscal Year Ended
December 31, 2004 High Low
- ----------------- ---- ----
First Quarter $1.55 $.83
Second Quarter $1.06 $.63
Third Quarter (to 9/23/04) $0.75 $.39

Fiscal Year Ended
December 31, 2003 High Low
- ----------------- ---- ----
First Quarter $.79 $.45
Second Quarter $.58 $.30
Third Quarter $.62 $.43
Fourth Quarter $1.10 $.52

Fiscal Year Ended
December 31, 2002 High Low
- ----------------- ---- ----
First Quarter $.41 $.33
Second Quarter $.71 $.39
Third Quarter $.53 $.32
Fourth Quarter $.55 $.27

As of September 23, 2004 there were approximately 7,250 record holders of our
common stock.

No dividends have ever been paid with respect to our common stock and we do not
anticipate the payment of dividends in the foreseeable future.

Shown below is information at December 31, 2003 with respect to compensation
plans (including individual compensation arrangements) under which equity
securities of the Company are authorized for issuance. This information relates
to the Company's Non-Qualified Stock Option and Stock Grant Plan.

Equity Compensation Plan Information

Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation plans
be issued upon exercise exercise price of (excluding securities
of outstanding options, outstanding options, reflected in the left
Plan category warrants and rights warrants and rights hand column)
- -------------- ----------------------- -------------------- -------------------------

Equity compensation plans
approved by security holders 1,367,693 $0.43/share 759,944

Equity compensation plans
not approved by security
holders None None None

Total 1,367,693 $.43/share 759,944

EXECUTIVE COMPENSATION

Compensation of Officers

Pension Plan
- ------------

On December 10, 1985, the Company's Board of Directors adopted a Simplified
Employee Pension Plan ("SEP"). The Company evaluates annually contributions to
the SEP based upon review by the Board of Directors of the performance of the
Company. The Company has not yet determined if a contribution will be made for
2003. No contribution was made for 2002 or 2001. Under the SEP, the Company has
the option of contributing a certain amount directly to its employees'
Individual Retirement Accounts. The Plan covers all employees of the Company
with certain participation requirements, however the Company is not required to
make any contributions in a given year. If contributions are made, they must be
made to all eligible employees. Contributions made under the SEP in any one
calendar year for any one employee may not be more than the smaller of $40,000
for year 2003 or 25% of that employee's total compensation.

Compensation
- ------------

The following table summarizes the total compensation of the Executive Officers
of the Company for the Company's three fiscal years ended December 31, 2003.
Except as set forth below under "Non-Qualified Stock Option and Stock Grant
Plan," and "Pension Plan," there were no compensation plans for which cash or
non-cash distributions, other than salaries, were made during the last fiscal
year:

Summary Compensation Table

Long Term Compensation
Awards Payouts
---------------------- ---------
Annual Compensation Restricted Securities All
Name and Principal ----------------------------------- Stock Underlying LTIP Other
Position Year Salary Bonus Other Awards($) Options Payouts($) Compensation
- ------------------ ---- ---------- ----- ----- ----------- ---------- ---------- ------------

William W. Reid, 2003 $230,590(1) $ - $ - $ - 75,000(4) $ - $220,000(5)
President and CEO 2002 $268,552(1) $ - $ - $ - - $ - $ -
2001 $256,803(1) $ - $ - $ - - $ - $ -

William F. Pass, 2003 $114,372(1) $ - $ - $ - 75,000(4) $ - $185,920(5)
Vice President, 2002 $121,688(2) $ - $ - $ - - $ - $ -
Chief Financial 2001 $116,401(2) $ - $ - $ - - $ - $ -
Officer and Secretary

David C. Reid, 2003 $126,745(1) $ - $ - $ - 75,000(4) $ - $393,937(5)
Vice President 2002 $134,873(3) $ - $ - $ - - $ - $ -
2001 $128,999(3) $ - $ - $ - - $ - $ -

(1) During 2002, the Company only paid Mr. William Reid $89,761 of his
contractual salary of $268,552 with the balance of such contractual amount
being deferred. During 2003, $99,475 of the balance due for 2002
contractual salary was paid and the remainder remains deferred and
currently owing to Mr. Reid. Likewise for 2001, Mr. Reid was only paid
$189,236 with the balance of his contractual salary amounts of $67,567
deferred and currently owing. The salary deferrals, which commenced during
1998 and continued through 2002, were each effected in order to conserve
working capital of the Company. During 2004, $34,311 of deferred salary due
Mr. Reid was paid. The balance of deferred salary due to Mr. William Reid
at August 25, 2004 totals $245,053 (which amount has not been paid to
date). Effective January 1, 2003, Mr. William W. Reid and the Company
amended Mr. Reid's Employment Contract to eliminate the annual upward
adjustment provisions related to increases in the Consumer Price Index and
to reduce his salary commencing for 2003 to $225,000 per year. Mr. Reid has
agreed to re-negotiate with the Compensation Committee of the Board of
Directors his compensation package.

(2) During 2002, the Company only paid Mr. Pass $41,232 of his contractual
salary of $121,688 with the balance of such contractual amount being
deferred. During 2003, $44,764 of the balance due for 2002 contractual
salary was paid and the remainder remains deferred and currently owing to
Mr. Pass. Likewise for 2001, Mr. Pass was only paid $85,996 with the
balance of his contractual salary amounts of $30,405 deferred and currently
owing. The salary deferrals, which commenced during 1998 and continued
through 2002, were each effected in order to conserve working capital of
the Company. The balance of deferred salary due to Mr. Pass at December 31,
2003 and August 25, 2004 totals $125,714 (which amount has not been paid to
date). Mr. Pass has agreed to re-negotiate with the Compensation Committee
of the Board of Directors his compensation package.

(3) During 2002, the Company only paid Mr. David Reid $45,478 of his
contractual salary of $134,873 with the balance of such contractual amount
being deferred. During 2003, $49,737 of the balance for 2002 contractual
salary was paid and the remainder remains deferred and currently owing to
Mr. David Reid. Likewise for 2001, Mr. David Reid was only paid $95,215
with the balance of his contractual salary amount of $33,784 deferred and
currently owing. The salary deferrals, which commenced during 1998 and
continued through 2002, were each effected in order to conserve working
capital of the Company. The balance of deferred salary due to Mr. David
Reid at December 31, 2003 and August 25, 2004 totals $139,682 (which amount
has not been paid to date). Mr. Reid has agreed to re-negotiate with the
Compensation Committee of the Board of Directors his compensation package.

(4) During 2003, stock options of 75,000 shares at exercise price of
$0.85/share were granted to each of the three Executive Officers of the
Company under the Non-Qualified Stock Option and Stock Grant Plan.

(5) During 2003, the Executive Officers exercised certain of their respective
stock options at exercise price of $0.16/share which resulted in
compensation for Federal tax purposes based upon the market price on the
shares on the day of each exercise. During 2003, William W. Reid exercised
options to purchase aggregate 300,000 shares, William F. Pass exercised
options to purchase aggregate 232,326 shares, and David C. Reid exercised
options to purchase 520,802 shares.

Option Grants in Last Fiscal Year

During 2003 the following grants of stock options were made to Executive
Officers pursuant to the Non-Qualified Stock Option and Stock Grant Plan (the
"Plan"):

Number of % of Total
Securities Options Granted
Underlying to Employees
Options in Fiscal Exercise Expiration
Name Granted Year Price/Share Date
- ---- ---------- -------------- ----------- ----------
William W. Reid 75,000 33.3% $0.85 11/6/2008
William F. Pass 75,000 33.3% $0.85 11/6/2008
David C. Reid 75,000 33.3% $0.85 11/6/2008

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Table
Value

Shown below is information at December 31, 2003 and for the year then ended with
respect to the exercised and unexercised options to purchase the Company's
common stock to Executive Officers under the Plan.

Number of
Securities
Underlying Value of
Unexercised Unexercised
Shares Options at Options at
Acquired 12/31/03# 12/31/03($)(1)
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
- ---- ------------ ----------- ------------- --------------

William W. Reid 300,000 $220,000 318,407 and $210,149
75,000(2) $0
William F. Pass 232,326 $185,920 75,000(2) $0
David C. Reid 520,802 $393,937 75,000(2) $0

(1) Based upon the close price as reported by OTC Bulletin Board as of December
31, 2003 ($0.82 per share).

(2) Unexercisable at December 31, 2003.

Material Terms of Equity Compensation Plans

The Non-Qualified Stock Option and Stock Grant Plan, as Amended (also as
referred to as the "Plan") was adopted by the Company effective March 17, 1989.
The Plan terminates by its terms on March 16, 2009. Under the Plan, as amended
by shareholders on September 19, 2003, a total of 3,500,000 shares of Common
Stock were reserved for issuance thereunder. During 2003, grants of 5-year stock
option agreements covering an aggregate of 675,000 shares at an exercise prices
of $.50-$.86 per share were made to four non-executive directors and the three
executive officers of the Company, all of which remain outstanding. Five of the
non-executive directors each received options for 100,000 shares each at
exercise prices reflecting the market price of the stock as of the date of grant
of the option. Richard F. Nanna was granted options are exercisable at
$0.50/share, Peter Bojtos' was granted options exercisable at $0/56/share,
Curtis Deane was granted options exercisable at $0.56/share, Richard F. Mauro
was granted options exercisable at $0.86/share, and John W. Goth was granted
options for 50,000 shares exercisable at $0.85/share. During 2003, executive
officers William W. Reid, William F. Pass and David C. Reid were granted options
for 75,000 shares each at exercise price of $0.85/share.

General Information Regarding the Plan

Under the Plan non-qualified stock options ("Options") and/or stock grants of
Common Stock of the Company may be granted to key persons. The Plan was
established to advance the interests of the Company and its stockholders by
affording key persons, upon whose judgment, initiative and efforts the Company
may rely for the successful conduct of their businesses, an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company. This Plan gives the Board broad authority to grant
Options and make stock grants to key persons selected by the Board while
considering criteria such as employment position or other relationship with the
Company, duties and responsibilities, ability, productivity, length of service
or association, morale, interest in the Company, recommendations by supervisors,
and other matters, and to set the option price, term of option, and other broad
authorities. Options shall not be granted at less than the fair market value at
the date of grant and may not have a term in excess of 10 years.

Shares issued upon exercise of Options or upon stock grants under the Plan are
"restricted securities" as defined under the Securities Act of 1933, unless a
Registration Statement covering such shares is effective. Restricted shares
cannot be freely sold and must be sold pursuant to an exemption from
registration (such as Rule 144) which exemptions typically impose conditions on
the sale of the shares.

Compensation of Directors
- -------------------------

The Company reimburses its outside directors for reasonable expenses incurred by
them in attending meetings of the Board of Directors or of Committees of the
Board. No such expenses were incurred or paid during 2003 and 2002. Outside
directors are to be paid $1,000 per month for services as directors. However,
during 2002 and for prior year, Mr. Goth was not paid his full directors pay of
which $1,600 was utilized during 2003 to exercise 10,000 shares under a stock
option agreement and $29,900 remains due and payable as of December 31, 2003.
Mr. Mauro elected not to receive payment of his director pay during 2003 and
$2,000 is due and payable as of December 31, 2003. During 2004, all director
fees were paid current and there are no amounts due to directors as of July 31,
2004.

Employment Contracts
- --------------------

The Company entered into Employment Agreements effective January 1, 1994, as
amended June 1, 1995 and July 21, 1998 with William W. Reid, William F. Pass,
and David C. Reid (the "Employment Contracts") each of which was initially for a
five-year term. The Employment Contracts shall be extended automatically by one
year upon each anniversary date unless either the Company or employee provides
the other party required written notice, that the Employment Contract will not
be so extended. During 1998 the Company gave written notice under each
Employment Contract that it was not automatically extending the term by an
additional year which resulted in such contracts having a term of four years
subject to the automatic extensions each year as discussed above. Therefore,
each of the Employment Contracts have a current term through December 31, 2006.
William W. Reid's Employment Contract, as amended January 1, 2003, provides for
annual base salary of $225,000. William F. Pass' Employment Contract provides
for base salary of $75,000 per year for the first year, $90,000 per year for the
second year, and annual upward adjustments thereafter based upon increases in
the Consumer Price Index (All Items-Urban), also referred to as the "CPI-U".
David C. Reid's Employment Contract provides for base salary of $75,000 per year
for the first year, $100,000 per year for the second year, and annual upward
adjustments thereafter based upon increases in the CPI-U. Effective January 1,
2003, Mr. William W. Reid and the Company amended Mr. Reid's Employment Contract
to eliminate the annual upward adjustment provisions related to increases in the
Consumer Price Index and to reduce his salary commencing for 2003 to $225,000
per year. During 1998, 1999, 2000, 2001 and through December 31, 2002, the
executives voluntarily deferred a portion of their base salary in order to
conserve working capital. As of June 30, 2004, the Company owed deferred salary
to William Reid in the amount of $245,053, William F. Pass in the amount of
$125,714 and David C. Reid in the amount of $139,682. During 2003, the Company
paid its executive officers the balance of regular pay due for 2002 (which was
not paid in 2002 in order to conserve working capital) with William Reid paid
$99,475, William Pass paid $44,764 and David Reid paid $49,737.

Each of the Employment Agreements provides that the employee would be entitled
to receive a termination payment from the Company in a lump sum equal to 2.9
times the employee's average annual compensation for the five taxable years
immediately preceding the date of termination by the employee under certain
circumstances (provided that the employee is not provided continued employment
for a minimum of three years with compensation and other business terms equal to
or more favorable to the employee than under the Employment Agreement)
summarized as follows: i) the sale by the Company of substantially all of its
assets to a single purchaser or to a group of affiliated purchasers; ii) the
sale, exchange or other disposition, in one transaction or a series of related
transactions, of at least 30 percent of the outstanding voting shares of the
Company; iii) a decision by the Company to terminate its business and liquidate
its assets; iv) the merger or consolidation of the Company with another entity
or an agreement to such a merger or consolidation or any other type of
reorganization; v) there is a material change in employee's authority, duties or
responsibilities; or, vi) the Company acquires any stock or other investment in
any business enterprise which acquisition or investment exceeds 40 percent of
the net book value of the Company. Upon the death of an employee, the Company
shall pay the employee's estate an amount equal to one year's salary; and upon
termination by the Company following permanent disability of the employee, the
Company shall pay the employee an amount equal to two years salary.

LEGAL OPINION

The legality of the shares being offered hereby has been passed upon for the
Company by Dufford & Brown, P.C. of Denver, Colorado.

EXPERTS

The consolidated financial statements for the Company for the years ended
December 31, 2003 and 2002 have been audited by Stark
Winter Schenkein & Co., LLP

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no changes in nor disagreements with accountants on accounting
and financial disclosure.

ADDITIONAL AVAILABLE INFORMATION

The registration statement that contains this prospectus, including the exhibits
to the registration statement, contain additional information about us and the
securities the Selling Shareholders may offer under this prospectus. The
Company's SEC filings, including the registration statement that contains this
prospectus, are available to the public from the SEC's Internet site at
http://www.sec.gov. You may also read and copy this information at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference room.

FINANCIAL STATEMENTS

Index to Financial Statements Page

Year Ended December 31, 2003 and 2002-

Report of Independent Auditors 48
Consolidated Statements of Operations for the years
ended December 31, 2003 (Restated) and 2002 49
Consolidated Balance Sheet at December 31, 2003 (Restated) 50
Consolidated Statements of Changes in Shareholders'
equity for the years ended December 31, 2003 (Restated) and 2002 51
Consolidated Statements of Cash Flows for the
years ended December 31, 2003 (Restated) and 2002 52
Notes to Consolidated Financial Statements 53

Periods Ended June 30, 2004 and 2003 (Unaudited)-

Consolidated Statements of Operations for the three
and six months ended June 30, 2004 and 2003 (Restated) 68
Consolidated Balance Sheet at June 30, 2004 69
Consolidated Statements of Cash Flows for the six
months ended June 30, 2004 and 2003 (Restated) 70
Notes to Consolidated Financial Statements 71

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
U.S. Gold Corporation
Lakewood, Colorado

We have audited the accompanying consolidated balance sheet of U.S. Gold
Corporation as of December 31, 2003 and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the years ended
December 31, 2003 and 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based upon our audits.

We conducted our audits in accordance with the standards of the Public
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations, has no current source of operating revenues, and needs to
secure financing to remain a going concern. These factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As discussed in Note 13, the Company has restated the financial statements for
the year ended December 31, 2003 to correct an error in recording the gain on
sale of an interest in a limited liability company investment.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of U.S. Gold
Corporation as of December 31, 2003, and the results of its operations and its
cash flows for the years ended December 31, 2003 and 2002, in conformity with
accounting principles generally accepted in the United States of America.

Stark Winter Schenkein & Co., LLP
March 18, 2004, except Note 13 dated August 5, 2004
Denver, Colorado

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,

2003 2002
---- ----
(Restated)

OTHER REVENUE:
Gain on sale of TSLLC interest to BacTech
Nevada (Note 3) $ 601,924 $ --
Management contract fees from
Gold Resource Corporation ("GRC")(Note 4) -- 30,000
Interest income 30,219 10,276
Gain on sale of other assets 4,000 15,498
----------- -----------
Total other revenue 636,143 55,774
----------- -----------
COSTS AND EXPENSES:
General and administrative 492,876 330,202
Holding costs of Tonkin Springs property 443,218 956,356
Exploration expense (costs of services
provided to GRC under management
contract) (Note 4) -- 129,441
Stock compensation expense (Note 8) 290,000 --
Realization reserve-GRC stock (Note 4) 363,165 --
Interest 1,635 4,152
Accretion of asset retirement obligation 56,583 --
Depreciation 15,404 11,082
----------- -----------
Total costs and expenses 1,662,881 1,431,233
----------- -----------
(Loss) before income taxes and cumulative
effect of accounting change (1,026,738) (1,375,459)
----------- -----------
Provision for income taxes -- --
----------- -----------
(Loss) before cumulative effect of accounting
change (1,026,738) (1,375,459)
----------- -----------
Accounting change: cumulative-effect gain on
implementation of SFAS 143 404,000 --
----------- -----------
Net (loss) $ (622,738) $(1,375,459)
=========== ===========
Basic and diluted per share data:
(Loss) before accounting change
Basic $ (0.06) $ (0.09)
=========== ===========
Diluted $ (0.06) $ (0.09)
=========== ===========
Accounting change
Basic $ 0.02 $ --
=========== ===========
Diluted $ 0.02 $ --
=========== ===========
Net (loss)
Basic $ (0.04) $ (0.09)
=========== ===========
Diluted $ (0.04) $ (0.09)
=========== ===========

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

U.S. GOLD CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
(Restated)
ASSETS
Current assets:
Cash and cash equivalents $ 197,992
Purchase contract receivable,
current portion (Note 3) 375,000
Other current assets 8,634
------------
Total current assets 581,626
------------

Purchase contract receivable,
(non-current) (Note 3) 329,774
Property and equipment, net (Note 6) 8,344
Investment in Tonkin Springs LLC (Note 3) 880,840
Investment in affiliate-GRC (Note 4) --
Other assets 706
------------

TOTAL ASSETS $ 1,801,290
============

LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 48,522
Accrued directors fees, related parties 31,900
------------
Total current liabilities 80,422
------------

Related party payables, long-term (Note 11) 544,760
------------
Total liabilities 625,182
------------
Commitments and contingencies (Notes 1, 3, 5 and 11) --

Shareholders' equity (Note 8):
Common stock, $.10 par value, 35,000,000 shares
authorized; 19,188,954 shares issued and outstanding 1,918,896
Additional paid-in capital 33,405,364
Accumulated (deficit) (34,148,152)
------------
Total shareholders' equity 1,176,108
------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 1,801,290
============

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

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 (RESTATED) AND 2002

Stock Additional
Common Par Paid-in Accumulated
Shares Value Capital (Deficit) Total
---------- ----------- ------------ ------------- ------------

Balance,
January 1, 2002 14,026,390 $ 1,402,639 $ 31,975,303 $(32,149,955) $ 1,227,987

Sale of shares and warrants
for cash at $.35/share, net
of issuance cost 857,143 85,714 178,285 -- 263,999

Sale of shares for cash at
$.40/share, net of issuance
cost 1,570,000 157,000 395,155 -- 552,155

Net (loss) -- -- -- (1,375,459) (1,375,459)
------------ ------------ ------------ ------------ ------------
Balance,
December 31, 2002 16,453,533 $ 1,645,353 $ 32,548,743 $(33,525,414) $ 668,682
------------ ------------ ------------ ------------ ------------
Sale of shares for cash at
$.45/share, plus adjustment
of $.29/share 1,000,000 100,000 640,000 -- 740,000

Penalty forgiven with
warrant re-pricing -- -- 25,500 -- 25,500

Issuance of shares in
exchange for GRC shares at
$.54/share 672,528 67,253 295,912 -- 363,165

Exercise of stock options
at $.16/share 1,063,128 106,313 (104,713) -- 1,600

Treasury shares
cancelled (235) (23) (78) -- (101)

Net (loss) -- -- -- (622,738) (622,738)
------------ ------------ ------------ ------------ ------------
Balance,
December 31, 2003 19,188,954 $ 1,918,896 $ 33,405,364 $(34,148,152) $ 1,176,108
============ ============ ============ ============ ============

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

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,

2003 2002
---- ----
(Restated)

Cash flows from operating activities:
Cash received under management contract (Note 4) $ -- $ 30,000
Cash paid to suppliers and employees (1,253,584) (871,869)
Interest received 3,047 11,110
Interest paid (1,635) (4,152)
Income taxes paid -- --
----------- -----------
Cash (used in) operating activities (1,252,172) (834,911)
----------- -----------
Cash flows from investing activities:
BacTech Nevada purchase price payments (Note 3) 1,000,000 --
Increase in restrictive time deposits for reclamation -- (10,223)
Payment on technology license -- (40,000)
Capital expenditures -- (1,237)
Sale of assets 4,000 15,498
----------- -----------
Cash provided by (used in) investing activities 1,004,000 (35,962)
----------- -----------
Cash flows from financing activities:
Sale of common stock & warrants for cash, net of
issuance cost (Note 8) 450,000 816,154
Advance to GRC (Note 4) (30,000) (30,000)
Repayment of borrowing from GRC (Note 4) 30,000 30,000
Payments on installment purchase contracts (8,273) (12,933)
----------- -----------
Cash provided by financing activities 441,727 803,221
----------- -----------
Increase (decrease) in cash and cash equivalents 193,555 (67,652)
Cash and cash equivalents, beginning of year 4,437 72,089
----------- -----------
Cash and cash equivalents, end of year $ 197,992 $ 4,437
=========== ===========

Reconciliation of net (loss) to cash (used in) operating activities:
Net (loss) $ (622,738) $(1,375,459)
Items not providing/requiring cash:
Accrued interest income (17,358) --
stock compensation expense (Note 9) 290,000 --
Realization reserve-GRC stock (Note 4) 363,165 --
Gain on sale of interest to BacTech Nevada (Note 3) (601,924) --
Cumulative-gain-implementation of SFAS 143 (Note 3) (404,000) --
Accretion of asset retirement obligation-SFAS 143 56,583 --
Depreciation 22,297 11,082
(Increase) decrease in other assets related
to operations 7,225 (18,886)
Increase (decrease) in liabilities related to operations (345,422) 548,352
----------- -----------
Cash (used in) operating activities $(1,252,172) $ (834,911)
=========== ===========

Continued on next page.

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
(continued)

Non-cash financing and investing activities:
2003 2002
---- ----
(Restated)
Stock issued to RMB in exchange for GRC shares
(Note 8) $ 363,165 $ --
========== ==============
Net assets transferred to BacTech Nevada
in purchase (Note 3) $1,076,582 $ --
========== ==============
Installment purchase contract receivable (Note 3) $ 704,774 $ --
========== ==============
TSLLC Investment (Note 3) $ 880,840 $ --
========== ==============
Exercise of stock options utilizing cashless exercise $ 106,313 $ --
========== ==============

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

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION: U.S. Gold Corporation (the "Company") was organized under
the laws of the State of Colorado on July 24, 1979. Since its inception, the
Company has been engaged in the exploration for, development of, and the
production and sale of gold and silver.

RECLASSIFICATIONS: Certain adjustments have been made in the financial
statements for the year ended December 31, 2002 to conform to accounting and
financial statement presentation for the year ended December 31, 2003.

BASIS OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. Significant
intercompany accounts and transactions have been eliminated. The financial
statements of Tonkin Springs LLC ("TSLLC") were consolidated until July 31,
2003, when a 55% interest in TSLLC was sold to BacTech Nevada (See Note 3),
after which the Company's 45% interest in TSLLC is classified as an equity
method investment.

STATEMENTS OF CASH FLOWS: The Company considers cash in banks, deposits in
transit, and highly liquid debt instruments purchased with original maturities
of three months or less to be cash and cash equivalents.

EQUITY METHOD INVESTMENTS: Investment in TSLLC as well as in common stock of
GRC, an affiliate of the Company, are each recorded under the equity method of
accounting. The shares of GRC were assessed by the Company to be of
undeterminable market value and have therefore been recorded on a zero basis.
See Note 4 for additional information.

PROPERTY AND EQUIPMENT: Office furniture, equipment and vehicles are carried at
cost not in excess of their estimated net realizable value. Normal maintenance
and repairs are charged to earnings while expenditures for major maintenance and
betterments are capitalized. Gains or losses on disposition are recognized in
operations.

EXPLORATION AND DEVELOPMENT COSTS: Costs of acquiring mining properties and any
exploration and development costs are expensed as incurred unless proven and
probable reserves exist and the property is a commercially minable property.
Mine development costs incurred either to develop new ore deposits, expand the
capacity of operating mines, or to develop mine areas substantially in advance
of current production are also capitalized. Costs incurred to maintain current
production or to maintain assets on a standby basis are charged to operations.
Costs of abandoned projects are charged to operations upon abandonment. The
Company evaluates, at least quarterly, the carrying value of capitalized mining
costs and related property, plant and equipment costs, if any, to determine if
these costs are in excess of their net realizable value and if a permanent
impairment needs to be recorded. The periodic evaluation of carrying value of
capitalized costs and any related property, plant and equipment costs are based
upon expected future cash flows and/or estimated salvage value in accordance
with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets."

DEPRECIATION: Depreciation of office furniture, equipment and vehicles is
computed using straight-line methods. Office furniture, equipment and vehicles
are being depreciated over the estimated economic lives ranging from 3 to 5
years.

PROPERTY RETIREMENT OBLIGATION: The Company implemented SFAS 143, "Accounting
for Asset Retirement Obligations," effective January 1, 2003. SFAS 143 requires
the fair value of a liability for an asset retirement obligation to be
recognized in the period that it is incurred if a reasonable estimate of fair

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

value can be made. The associated asset retirement costs are capitalized as part
of the carrying amount of the long-lived asset. The adoption of SFAS 143 as
related to the Tonkin Springs property resulted in an adjustment to operations
for the cumulative effect of such implementation. Ongoing environmental and
reclamation expenditures are credited to the asset retirement obligation as
incurred to the extent they relate to asset retirement obligation and to expense
to the extent they do not so apply. The Company's 45% interest in TSLLC is
carried as an investment subsequent to the sale of a 55% interest to BacTech,
effective July 31, 2003. Footnote disclosure of financial information relating
to TSLLC includes SFAS 143 disclosure (see Note 3).

STOCK OPTION PLANS: The Company applies APB Opinion 25, "Accounting for Stock
Issued to Employees", and related interpretations in accounting for all stock
option plans. Under APB Opinion 25, no compensation cost has been recognized for
stock options issued to employees as the exercise price of the Company's stock
options granted equals or exceeds the market price of the underlying common
stock on the date of grant.

SFAS 123, "Accounting for Stock-Based Compensation", requires the Company to
provide pro forma information regarding net income as if compensation costs for
the Company's stock option plans had been determined in accordance with the fair
value based method prescribed in SFAS 123. To provide the required pro forma
information, the Company estimates the fair value of each stock option at the
grant date by using the Black-Scholes option-pricing model.

REVENUE RECOGNITION: Gains on the sale of mineral interests, if any, includes
the excess of the net proceeds from sales over the Company's net book value in
that property. Management contract fees are recognized as revenue earned is
determined to be realizable.

PER SHARE AMOUNTS: SFAS 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
(17,696,098 for 2003 and 15,334,157 for 2002). 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 December 31,
2003 and 2002, warrants and options are not considered in the computation of
diluted earnings per share as their inclusion would be antidilutive.

INCOME TAXES: The Company accounts for income taxes under SFAS 109, "Accounting
for Income Taxes". Temporary differences are differences between the tax basis
of assets and liabilities and their reported amounts in the financial statements
that will result in taxable or deductible amounts in future years.

BUSINESS RISKS: The Company continually reviews the mining risks it encounters
in its operations. It mitigates the likelihood and potential severity of these
risks through the application of high operating standards. The Company's
operations have been and in the future may be, affected to various degrees by
changes in environmental regulations, including those for future site
restoration and reclamation costs. The Company's business is subject to
extensive license, permits, governmental legislation, control and regulations.
The Company endeavors to be in compliance with these regulations at all times.

USE OF ESTIMATES: The preparation of the Company's consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires the Company's management to make estimates and
assumptions that affect the amounts of assets and liabilities, the disclosure of

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS: SFAS 107, "Disclosures About Fair Value of
Financial Instruments," requires disclosure of fair value information about
financial instruments. Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as
of December 31, 2003.

The respective carrying value of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include cash, cash
equivalents, restricted time deposits, purchase price receivables, accounts
payable and accrued liabilities. Fair values were assumed to approximate
carrying values for these financial instruments since they are short term in
nature and their carrying amounts approximate fair value or they are receivable
or payable on demand.

RECENT PRONOUNCEMENTS

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." SFAS 150 changes the accounting guidance for certain
financial instruments that, under previous guidance, could be classified as
equity or "mezzanine" equity by now requiring those instruments to be classified
as liabilities (or assets in some circumstances) on the balance sheet. Further,
SFAS 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS 150 in the first quarter of fiscal 2004 is not
expected to have any material impact on the Company's financial position,
results of operations or cash flows.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 amends SFAS 133 to
clarify the definition of a derivative and incorporate many of the
implementation issues cleared as a result of the Derivatives Implementation
Group process. This statement is effective for contracts entered into or
modified after June 30, 2003, and should be applied prospectively after that
date. The adoption of SFAS 149 is not expected to have a material effect on the
financial statements.

In December 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
148, "Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of SFAS 123." SFAS 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation from the intrinsic value-based method of accounting
prescribed by APB 25. As allowed by SFAS 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting, and has
adopted the disclosure requirements of SFAS 123. The Company currently does not
anticipate adopting the provisions of SFAS 148.

In July 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS 146 provides new guidance on the recognition
of costs associated with exit or disposal activities. The standard requires
companies to recognize costs associated with exit or disposal activities when
they are incurred rather than at the date of commitment to an exit or disposal
plan. SFAS 146 supercedes previous accounting guidance provided by the EITF

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

Issue No. 94-3 "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." EITF Issue No. 94-3 required recognition of costs at the date
of commitment to an exit or disposal plan. SFAS 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
Early application is permitted. The Company adopted SFAS 146 effective January
1, 2003. The adoption of SFAS 146 by the Company did not have a material impact
on the Company's financial position, results of operations, or cash flows.

In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements 4, 44,
and 64, Amendment of FASB Statement 13, and Technical Corrections." Among other
things, this statement rescinds FASB Statement 4, "Reporting Gains and Losses
from Extinguishment of Debt" which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, the criteria
in APB Opinion 30, "Reporting the Results of Operations -- Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," will now be used to classify
those gains and losses. The provisions of SFAS 145 related to the classification
of debt extinguishment are effective for years beginning after May 15, 2002. The
adoption of SFAS 145 by the Company did not expected to have a material impact
on the Company's financial position, results of operations, or cash flows. In
November 2001, the EITF of the FASB issued EITF 01-9 "Accounting for
Consideration Given by a Vendor to a Subscriber (Including a Reseller of the
Vendor's Products)." EITF 01-9 provides guidance on when a sales incentive or
other consideration given should be a reduction of revenue or an expense and the
timing of such recognition. The guidance provided in EITF 01-9 is effective for
financial statements for interim or annual periods beginning after December 15,
2001. The adoption of EITF 01-9 by the Company did not have a material impact on
the Company's financial statements.

2. GOING CONCERN (RESTATED)

The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.

The Company has experienced losses for the years ended December 31, 2003 and
2002 of $(622,738) and $(1,375,459), respectively. The Company has no current
source of operating revenue and has remained operational during 2003 through the
sale of equity and the sale of a 55% interest in TSLLC to BacTech. The Company's
ability to continue as a going concern is contingent upon its ability to receive
the remaining purchase price payments from BacTech, secure additional financing,
increase ownership equity and attain profitable operations.

The Company is evaluating financing for its operations, which could include
issuance of equity of the Company in public or private transactions. The Company
may also consider a corporate transaction with another company such as a merger.
It is presently uncertain if any such financing will be available to the
Company, or will be available on terms acceptable to the Company.

3. TONKIN SPRINGS PROJECT (RESTATED)

As of December 31, 2003, the Company owns 45% of the 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

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

with shares traded on the TSX-Venture Exchange (symbol BM-T). BacTech Nevada
assumed management and funding responsibilities for TSLLC effective July 31,
2003. BacTech is currently evaluating the Tonkin Springs property to determine
if the property can be put back into production.

The purchase price for BacTech Nevada's 55% equity ownership interest in TSLLC
was $1,750,000. BacTech Nevada also committed to a funding obligation of $12
million to TSLLC. BacTech Nevada has paid a total of $1,000,000 of the purchase
price through December 31, 2003. The remaining $750,000 is to be paid either
upon commencement of commercial production at Tonkin Springs, or if production
has not commenced by July 31, 2004, in 12 consecutive monthly payments of
$62,500 commencing on that date. BacTech Nevada shall also pay 100% of funding
required by TSLLC up to $12 million (the "Funding Obligation"). Through December
31, 2003, BacTech Nevada has spent approximately $1,374,453 towards its Funding
Obligation. If additional funding is required by TSLLC after the Funding
Obligation, BacTech Nevada is required to advance the Company's share of any
cash calls if requested by the Company (the "Advances"), with repayment to
BacTech Nevada of any Advances plus interest from 50% of cash distributions
otherwise due the Company. If BacTech Nevada withdraws from TSLLC at any time,
its equity ownership interest would revert back to subsidiaries of the Company.

The present value of the $1,750,000 purchase price payments of BacTech Nevada at
July 31, 2003, in accordance with APB Opinion No. 21, "Interest on Receivables
and Payables," was $1,678,506. The sale to BacTech Nevada resulted in a gain of
$601,924. As of December 31, 2003, the Company had accrued interest of $17,358
related to the BacTech Nevada purchase price obligations. These financial
results of the sales transaction to BacTech Nevada have been restated (see Note
13).

Under a letter agreement dated March 25, 2003, BacTech purchased the 55%
interest in TSLLC effective as of July 31, 2003. As provided under that
agreement BacTech reimbursed the Company for all holding costs at the Tonkin
Springs property from March 25, 2003 through July 31, 2003 of approximately
$68,500.

The Company and BacTech Nevada have amended and restated both the Member's
Agreement and the Operating Agreement of TSLLC to reflect the July 31, 2003
transaction. As amended, those agreements provide that until BacTech Nevada has
recovered its Funding Obligation, cash distributions from TSLLC (the
"Distributions"), if any, shall be made based upon a sliding scale related to
the gold price in effect from time to time. Pursuant to the sliding scale,
Distributions to BacTech Nevada will range from 55% at $360 or more per ounce
gold to 80% at $320 or less per ounce gold. After BacTech Nevada has received
Distributions equal to its Funding Obligation of $12 million, then all
Distributions shall be 55% to BacTech Nevada and 45% to the Company.

At December 31, 2003 TSLLC, on a 100%, had total assets of $6,634,990,
liabilities and obligations of $1,268,515 and equity of $5,366,475. The
Company's equity account is $5,409,325 and BacTech's is $(42,850). For the five
months ended December 31, 2003, BacTech reports that total expenses of TSLLC
were $1,417,303 which included $42,850 in accretion expense related to asset
retirement obligation, with the remainder of $1,374,453 reflecting property
holding, evaluation and exploration costs. Since BacTech is funding all costs
until it has funded its $12 million Funding Obligation, BacTech's members'
equity account is credited for its funding and charged for 100% of the results
of operations as provided in the TSLLC agreements.

Bonding of reclamation as required under various Nevada agencies and the Federal
Bureau of Land Management "BLM" is the responsibility of TSLLC under the terms
of the Tonkin Springs LLC. The estimate of reclamation costs, as approved by

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

these agencies is currently $1,810,377. As of December 31, 2003, TSLLC had bonds
posted in the aggregate amount of approximately $1,820,952 with the required
governmental agencies secured by a restricted cash time deposit related to the
estimated of reclamation costs.

The projected estimate of "Obligation for asset retirement" for the Tonkin
Springs properties as of December 31, 2003, reflecting the adoption of SFAS 143,
is $1,196,004. The Company reflects its 45% share of this obligation, $537,100,
in its investment balance for TSLLC. Actual asset retirement and reclamation,
generally, will be commenced upon the completion of operations at the
properties.

The Company adopted SFAS 143 effective January 1, 2003 and related thereto, the
Company recorded a cumulative-effect gain to operations of $404,000. This
reflected the reversal of prior period expense related to reclamation cost
accruals, and reduced in part, by amortization of capitalized reclamation
amounts based upon units of production in prior years. The consolidated balance
sheet effect at January 1, 2003 of implementation of SFAS 143 was to reduce
obligations for retirement by $641,295 and reduce the carrying value of Tonkin
Springs project assets by $237,295.

During 2003 and through the date of the sale of 55% interest in TSLLC to
BacTech, the Company recorded an expense for accretion and an increase in the
Obligation for asset retirement by $56,583, to recognize the accretion of
reclamation liability at an 8.5% annual factor through July 31, 2003.

The following is a reconciliation of the aggregate of asset retirement
obligation projected for TSLLC's books since adoption of SFAS 143 effective
January 1, 2003:

Asset retirement and reclamation liability-1/1/2003 $1,096,571
Accretion of liability at assumed 8.5% annual rate 99,433
----------
Asset retirement and reclamation liability-12/31/03 $1,196,004
==========

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 2003 for
amortization expense of capitalized asset retirement cost required under SFAS
143 since the Tonkin Springs property was not in operation.

4. GOLD RESOURCE CORPORATION

As of December 31, 2003, the Company owned 1,955,676 shares of common stock of
Gold Resource Corporation ("GRC"), a private Colorado corporation and affiliate
company. This ownership includes the acquisition of GRC shares from RMB
International (Dublin) LTD. ("RMB") during 2003 as discussed in Note 8, and
represents approximately 40% of GRC's capitalization as of December 31, 2003.
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 property in the state of Oaxaca, Mexico,
designated as GRC's "El Aguila" property that GRC leased in November 2002. In
August 2003, GRC entered into an agreement with Canyon Resources Corporation
("Canyon"), a public company with shares traded on the American Stock Exchange
under the symbol "CAU", whereby Canyon could earn a 50% interest in the El
Aguila property from GRC in exchange for funding $3.5 million in exploration and
development cost at that property. That agreement provides various dates for

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

Canyon to commit to funding of portions of the $3.5 million. Through December
31, 2003, Canyon has committed to fund $500,000 to GRC of which Canyon has paid
$400,000 with the balance funded in January 2004. This funding is being used for
Phase I and II exploration drilling (completed during 2003) and certain other
engineering and metallurgical test work and other analysis, which is anticipated
to be completed by the end of the second quarter of 2004. Upon completion of
this work, Canyon will have up to 90 days to commit to fund an additional $3
million to earn a 50% joint venture interest in the El Aguila project, or
alternatively, to receive 600,000 shares in GRC upon the withdrawal of Canyon
from additional funding and termination of the El Aguila agreement with GRC.

During August 2003 GRC terminated its lease of the Zimapan Project, a
silver/lead/zinc mining property in the state of Zimapan, Mexico.

The Company earned 1,280,000 of its shares of GRC stock through a management
contract under which the Company provided general management of GRC business
activities through December 31, 2001. As discussed further in Note 8, effective
September 30, 2003, the Company acquired the 675,676 shares of GRC owned by RMB
in exchange for 672,528 shares of unregistered common shares of the Company
valued at $0.54 per share (for an aggregate value of $363,165).

Effective January 1, 2002, the Company and GRC entered into a second management
contract which expired by its term December 31, 2002. Under that contract the
Company was to be paid $30,000 per month to provide similar general management
of GRC. GRC paid only $30,000 to the Company and has been unable to make the
other required payments. The balance due the Company of $330,000 has not been
recognized as a receivable or as revenue, and will not be until and unless
realization is assured. It is uncertain if GRC will be able to raise sufficient
funding to pay the remaining management fee. GRC was responsible for its own
funding and intends to and has been raising funds through the sale of GRC stock.
The overhead expense of the Company allocated to the management contract for
year 2002 totaled $129,441, representing allocation of staff time. The Company
and GRC determined not to enter into a management contract for 2003. During
2003, the Company made a non-interest bearing and unsecured advance to GRC of
$30,000 to enable GRC to make critical payments related to its mineral
properties. GRC had repaid these advances as of December 31, 2003. These loans
were approved by the then independent directors of the Company, consisting of
Mr. John W. Goth and Mr. Richard F. Nanna. During 2002, the Company borrowed
approximately $15,900 from GRC to make critical payments to vendors which
advance was repaid during 2002. Subsequently in 2002, the Company made a
non-interest bearing and unsecured advance to GRC of $30,000 to enable GRC to
make critical payments related to its mineral properties. GRC had repaid these
advances as of December 31, 2002.

William W. Reid and David C. Reid, each founders of GRC and officers and
directors of the Company, had approximately 29% aggregate direct and beneficial
ownership of GRC as of December 31, 2003. During 2003, William W. Reid, David C.
Reid and William F. Pass, each officers of the Company, were each granted by GRC
a non-qualified stock option to purchase 200,000 shares of GRC common stock at
an exercise price of $.50 per share. During 2003, John W. Goth, a director of
the Company, subscribed for and purchased directly from GRC 10,000 shares of GRC
at $.50 per share.

The shares of GRC are not currently publicly traded. The 1,280,000 shares of GRC
earned under the 2000 Management Contract were assessed by the Company to have
indeterminable market value and the investment was therefore recorded on a zero
basis. The 675,676 shares of GRC acquired from RMB in September 30, 2003 in
exchange for 672,528 shares of restricted shares of the Company's common stock
(for an aggregate value of $363,165) were likewise assessed by the Company to

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

have indeterminable market value. As a result, a reserve for realization of the
cost of the GRC shares acquired from RMB has been fully established with an
expense charge of $363,165 recognized during the year ended December 31, 2003.

GRC has reported audited financial information as of December 31, 2003. GRC had
assets of $137,796, total liabilities of $833,455, and shareholders' (deficit)
of $695,669. For the year ended December 31, 2003, GRC has reported a loss of
$496,017 made up of $391,316 in mineral property exploration and evaluation,
including Canyon funding noted above, $46,750 in property acquisition and
related costs, and $58,173 in general and administrative costs.

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. GRC's operating losses for the two years ended
December 31, 2003 and 2002 were $(496,017) and $(788,646), respectively, of
which the Company's share is approximately $(199,994) and $(221,294),
respectively.

5. LOAN SETTLEMENT AGREEMENT WITH FABC

On February 21, 1992, the Company entered into a Loan Settlement Agreement with
its senior secured lender, The French American Banking Corporation ("FABC"). The
Company discharged its debt to FABC and terminated all prior security interests
related thereto. As part of the consideration to FABC under the Loan Settlement
Agreement, the Company entered into an agreement between Tonkin Springs Gold
Mining Company, a wholly-owned subsidiary of the Company ("TSGMC") and FABC
entitled "Agreement To Pay Distributions," which requires TSGMC to pay a limited
portion of certain distributions from TSVLP to FABC. TSVLP has complete control
of such distributions, if any, to TSGMC. Under the terms of the Agreement To Pay
Distributions, TSGMC is required to pay to FABC (i) the first $30,000 in cash or
value of asset distributions, as defined in such agreement, received from TSVLP,
plus (ii) an amount equal to 50 percent of such retained distributions in cash
or value of asset distributions after TSGMC has first received and retained
$500,000 of such retained distributions. This obligation to FABC shall terminate
after FABC has been paid a total of $2,030,000 thereunder.

6. PROPERTY AND EQUIPMENT

At December 31, 2003, property and equipment consisted of the following:

Office furniture and equipment $ 43,640
Trucks and autos 73,579
Other equipment 9,947
----------
Subtotal 127,166
Less: accumulated depreciation (118,822)
----------
Total $ 8,344
==========

7. INCOME TAXES (RESTATED)

In various transactions entered into February 21, 1992, the Company had an
ownership change, as that term is defined under Section 382 (g), IRC. As a
result, the tax net operating loss carry forwards and the investment tax credit
carry forwards are subject to annual limitations under Section 382 IRC,
following the date of such ownership change. Except as noted below, the Company
will receive no future benefits from net operating loss carryforwards or

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

investment tax credit carryforwards existing as of the date of the ownership
change. At December 31, 2003, the Company estimates that tax loss carry forwards
to be $4,400,000 expiring through 2023.

The tax effects of temporary differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2003 are
presented below:

Deferred tax assets:
Alternative minimum tax credit carryfoward $ 11,200
Reclamation obligation 114,200
Net operating (loss) carryforward 969,300
Capital (loss) carryforward 268,400
-----------
Total gross deferred tax assets 1,363,100
-----------
Less valuation allowance (1,248,500)
-----------
Net deferred tax assets 114,600
-----------
Deferred tax liabilities:
Basis in TSVLP (114,600)
-----------
Total net deferred tax asset $ -
===========

The Company believes that it is unlikely that the net deferred tax asset will be
realized. Therefore, a valuation allowance has been provided for net deferred
tax assets. The change in valuation allowance of approximately $341,000
primarily reflects a $164,000 decrease of net operating (loss) carryforwards, a
$26,600 decrease in the reclamation obligation related to the sale of a 55%
interest to BacTech Nevada, and a $140,000 decrease in tax liability relating to
the basis of TSVLP.

A reconciliation of the tax provision for 2003 and 2002 at statutory rates is
comprised of the following components:

2003 2002
---- ----

Statutory rate tax provision on book loss $(137,000) $(303,000)
Book to tax adjustments:
Valuation allowance 137,000 303,000
--------- ---------
Tax provision $ - $ -
========= =========

8. SHAREHOLDERS' EQUITY

Increase in authorized shares-

Effective September 19, 2003, the shareholders of the Company approved an
amendment to its Articles of Incorporation increasing the authorized shares of
the Company from 18,000,000 common shares to 35,000,000 common shares.
Subsequent to the increase to the authorized shares of the Company, agreements
to refrain from exercise of certain stock option agreements with executive
officers of the Company and with a non-executive director, aggregating 1,930,400
shares of the Company's common stock, were terminated and those stock option
agreements became fully exercisable.

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

Private placement sale of stock to RIT-

In December 2002, the Company entered into a subscription agreement with
Resource Investment Trust, plc ("RIT"), an investment fund located in London,
England, for the sale of 70,000 shares of restricted common stock at $.40/share
for proceeds of $28,000. During January 2003, the Company entered into a second
subscription agreement with RIT for the sale of 1,000,000 shares of restricted
common stock at $.45 per share for net proceeds of $450,000. RIT is the
Company's largest shareholder, owning approximately 17% of the outstanding
shares as of December 31, 2003. Because RIT is a greater than 10% shareholder of
the Company and the stock was issued below its market price at the date of the
closing of the transaction, the Company recognized stock compensation expense of
$290,000.

Exchange of stock for shares in GRC-

Effective September 30, 2003, the Company acquired the 675,676 shares of GRC
common stock owned by RMB International (Dublin) Ltd. ("RMB") in exchange for
672,528 shares of unregistered common shares of the Company valued at $0.54 per
share (for an aggregate value of $363,165). The Company has filed a registration
statement with the Securities and Exchange Commission covering the shares issued
to RMB but it has not been declared effective to date. This transaction with RMB
terminates the "Bring Along Obligation" under a subscription agreement dated May
6, 2002 that obligated the Company and the founders of GRC, under certain
circumstances, to sell some or all of their shares of GRC to a third party on a
pari passu basis along with all of the shares owned by RMB, and which gave RMB
the contingent right to seek and negotiate such sale for up to 51% of the then
outstanding shares of GRC. The independent directors of the Company unanimously
approved this transaction with RMB (see Note 4).

Sale of stock arranged by IBK Capital-

Effective May 30, 2002 the Company entered into a subscription agreement
("Initial Private Placement") with Excalibur Limited Partnership ("Excalibur"),
an Ontario, Canada limited partnership, for the sale of 857,143 restricted
common shares and warrants for $300,000. The net proceeds were $263,999, after
payment of commission and legal and accounting costs of $36,001. The Company was
willing to sell the stock at a price per share lower than the quoted market
price and to include warrants to purchase 428,572 shares of common stock at
$0.53 per share through May 30, 2004. No value was assigned to the warrants. On
April 30, 2003, the Company and Excalibur agreed to reduce the exercise price of
warrants held by Excalibur for the purchase of 428,572 shares of stock of the
Company from $.53 per share to $.30 per share (the market price of the shares on
April 30, 2003) and to extend the exercise period under the warrants from May
30, 2004 to May 30, 2006. In exchange, Excalibur agreed to forgive current and
future penalties incurred by the Company for failure to have an effective
registration statement with the Securities and Exchange Commission for the
Excalibur purchased shares and warrants. While the Company has filed a
registration statement with the Securities and Exchange Commission, it has not
been declared effective to date. Penalties forgiven by Excalibur aggregated
$25,500 through April 30, 2003, which was credited to Additional paid-in
capital.

During May and June 2002, the Company entered into various subscription
agreements ("Second Private Placement") with sophisticated private investors for
the sale of 1,500,000 shares of restricted common stock at $.40/share for an
aggregate of $600,000, with net proceeds of $552,155.

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

The Company is obligated to file a registration statement with the Securities
and Exchange Commission for shares subject to the Initial Private Placement and
the Second Private Placement and to maintain the effectiveness of such
registration statement for the lesser of 2 years or when such registration is no
longer required.

Stock Options-

Stock options have been granted to key employees, directors and others under the
amended and restated Non-Qualified Amended and Restated Stock Option and Stock
Grant Plan (the "Plan"). Options to purchase shares under the Plan were granted
at market value as of the date of the grant. Effective September 19, 2003 the
shareholders of the Company increased the total number of shares under the Plan
to 3,500,000.

2003 2002
------------------------ -----------------------
Weighted Average Weighted Average
Range of Exercise Range of Exercise
Shares Prices Shares Prices
-------- -------- -------- --------

Outstanding, beginning of year 2,048,295 $.16 2,048,295 $.16
Granted 675,000 $.50-.86 - -
Exercised 1,063,128 $.16 - -
Canceled through cashless exercise (292,474) $.16 - -
Expired - - - -
--------- -------- --------- ----
Outstanding, end of year 1,367,693 $.16-.86 2,048,295 $.16

Options conditionally agreed not to be
exercised - - (930,400) $.16
--------- -------- --------- ----
Options exercisable, end of year 1,367,693 $.16-.86 1,117,895 $.16
========= ======== ========= ====
Weighted average fair value of
Option granted during year $ .71 $ -
========= =========

During 2002 and 2003, the Company entered into agreements with its executive
officers and a director whereby those persons agreed not to exercise stock
options for an aggregate total of 1,750,100 shares (including 930,400 as of
December 31, 2002) so as to make shares available for sale by the Company. With
the increase approved by the shareholders effective September 19, 2003 to the
authorized capitalization of the Company, these agreements were terminated by
their terms. Exercise of stock options during 2003 included 1,053,128 shares
exercised utilizing the cashless exercise provisions under the Plan where
292,474 option shares are cancelled in payment for the exercise price of option
shares exercised.

The following table summarizes information about stock options outstanding at
December 31, 2003:

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

Options Outstanding Weighted Average Weighted
- ----------------------- ----------------------- --------
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices at 12/31/03 Life Price At 12/31/03 Price
- -------- ----------- ----------- -------- ----------- --------
$.16 692,693 0.1 yrs. $.16 692,693 $.16
$.50 100,000 4.2 yrs. $.50 100,000 $.50
$.56 200,000 4.8 yrs. $.56 - $.56
$.85 275,000 4.9 yrs. $.85 - $.85
$.86 100,000 4.2 yrs. $.86 - $.86

The effect of applying SFAS 123 pro forma net (loss) is not necessarily
representative of the effects on reported net income (loss) for future years due
to, among other things, the vesting period of the stock options and the fair
value of additional stock options in future years. For purpose of pro forma
disclosure, the estimated fair value of the options is charged to expense in the
year that the options were granted. In 2002, the Company's pro forma loss is
equal to their net (loss) since no options were granted 2002. Under the
accounting provisions of SFAS 123, the Company's net loss and net loss per share
for 2003 would have been adjusted to the following pro forma amounts:

2003 Net Loss
------------------------------------
As reported Pro forma
------------ -------------
(Restated) (Restated)
------------ -------------
(Loss) before cumulative effect of
accounting change $(1,026,738) $(1,389,738)
Accounting change: cumulative-effect
gain on Implementation of SFAS 143 404,000 404,000
----------- -----------
Net (loss) $ (622,738) $ (985,738)
============= ===========

Basic and diluted net loss per share
------------------------------------
As reported Pro forma
----------- ---------
(Loss) before accounting change:
Basic $(0.06) $(0.08)
Diluted $(0.06) $(0.08)
Accounting change
Basic $ 0.02 $ 0.02
Diluted $ 0.02 $ 0.02
Net (loss)
Basic $(0.04) $(0.06)
Diluted $(0.04) $(0.06)

9. EMPLOYEE BENEFIT PLANS

On December 10, 1985, the Company's Board of Directors adopted a Simplified
Employee Pension Plan ("SEP"). The Company intends to make a determination of
contributions under the SEP on an annual basis, based upon review by the Board
of Directors of the Company's financial statements as of its fiscal year end.
The Company has not yet determined any contributions to the SEP for the year

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003

ended December 31, 2003 and no contribution was made for the year ended December
31, 2002. Contributions made under the SEP in any one calendar year for any one
employee may not be more than the smaller of $40,000 or 25% of that employee's
total compensation.

10. RENTAL EXPENSE AND COMMITMENTS AND CONTINGENCIEs

Rent expense during the years ended December 31, 2003 and 2002 on all operating
leases was $0 and $12,461, respectively.

The Company has transferred its interest in several mining properties over the
past years. The Company could remain potentially liable for environmental
enforcement actions related to its prior ownership interest of such properties.
However, the Company has no reasonable belief that any violation of relevant
environmental laws or regulations has occurred regarding these transferred
properties.

11. RELATED PARTY TRANSACTIONS

Gold Resource Corporation- See Note 4.

Other Related Party Items-

Commencing in 1998 and through December 31, 2002, the executive officers of the
Company voluntarily deferred a portion of their base salary in order to conserve
working capital of the Company. As of December 31, 2003, the total amount of
such voluntary deferral was $544,760 including $154,666 relating to 2002.

12. SUBSEQUENT EVENT

Effective February 25, 2004, the Company entered into a Finder's Fee Agreement
with Meridian Capital Ltd. ("Meridian"), a Canadian merchant bank, whereby
Meridian agreed to assist the Company in seeking qualified equity investment
through the sale of Units. With Unit Subscription Agreements, the Company sold
Units at $0.90 where each Unit was made up of one share of common stock and one
Unit Purchase Warrant. Unit Purchase Warrants are exercisable for 2 years from
date of issue and provide that one share of common stock can be purchased for
$1.25 plus four (4) Unit Purchase Warrants. Through the March 12, 2004
termination date of the Meridian agreement, the Company raised net proceeds of
$82,350 through the sale of 100,000 Units made up of 100,000 shares of common
stock and Unit Purchase Warrants for aggregate 25,000 common shares exercisable
at $1.25/share and expiring March 10, 2006. Meridian was paid a fee of 8.5% of
monies raised for the Company through the sale of Units, $10,000 for expenses,
and warrants exercisable for 2 years to purchase 20,000 shares of the Company
(equal to 20% of the Units sold) at a warrant exercise price of $0.90 per share
(the "Meridian Warrants"). The common stock issued with the Units and the common
shares reserved for exercise of the Unit Purchase Warrants and Meridian Warrants
have not been registered under the 1933 Act and are restricted securities. The
Company has agreed to use its commercially reasonable efforts to prepare and
file with the Securities and Exchange Commission a registration statement
covering the resale of common stock issued with the Units and common stock
issuable upon exercise of the Unit Purchase Warrants and the Meridian Warrants,
and to maintain the effectiveness of such registration statement for up to 2
years.

13. CORRECTION OF ERROR

Effective July 31, 2003, the Company closed a transaction and sold a 55%
interest in TSLLC to BacTech Nevada (see Note 3). The Company initially
determined to recognize the gain on this sale as Purchase Price Obligation
payments from BacTech Nevada were realized. However, upon reconsideration, the
Company determined it was appropriate to recognize the entire gain on the sale
effective upon the effective date of the transaction. The Company also revised
its computation of the net present value of the Purchase Price Obligation
payments which reduced the calculated gain on the sale and changed the accrual
of imputed interest on the BacTech Nevada receivable. These corrections had the
impact of decreasing the Net Loss in 2003 by $231,341.

The following table of summarized consolidated balance sheet of the Company as
of December 31, 2003 and summarized consolidated statement of operations for the
year then ended, reconciles prior reported amounts to the restated amounts:

As Reported Adjustments As Restated
----------- ----------- -----------

Summarized Consolidated Balance Sheet:
Assets:
Purchase contract receivable non-current 369,338 (39,564) 329,774
TOTAL ASSETS $1,840,854 (39,564) $ 1,801,290

Liabilities & Shareholders' Equity:
Deferred gain-sale of TSLLC interest 270,905 (270,905) 0
Shareholders' equity:
Accumulated (deficit) (34,379,493) 231,341 (34,148,152)
Total shareholders' equity 944,767 231,341 1,176,108
TOTAL LIABILITIES &
SHARESHOLDERS' EQUITY $ 1,840,854 39,564 $ 1,801,290

Summarized Consolidated Statement of Operations
Revenues:
Gain on sale of TSLLC $ 369,696 232,228 $ 601,924
Interest income 31,106 (887) 30,219
Total other revenues 404,802 231,341 636,143
(Loss) before income taxes and cumulative
effect of accounting change (1,258,079) 231,341 (1,026,738)
(Loss) before cumulative effect
of accounting change (1,258,079) 231,341 (1,026,738)
Net (loss) $ (854,079) 231,341 $ (622,738)

Basic and diluted per share data:
(Loss) before accounting change:
Basic $ (0.07) $ 0.01 $ (0.06)
Diluted $ (0.07) $ 0.01 $ (0.06)
Accounting change:
Basic $ 0.02 - $ 0.02
Diluted $ 0.02 - $ 0.02
Net (loss)
Basic $ (0.05) $ 0.01 $ (0.04)
Diluted $ (0.05) $ 0.01 $ (0.04)

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Month Period Ended Six Month Period Ended
June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003
------------- ------------- ------------- -------------
(Restated) (Restated)

OTHER REVENUES:
Interest income $ 10,785 $ 3,369 $ 21,409 $ 3,383
Gain on sale of assets -- -- -- 4,000
--------- --------- --------- ---------
Total revenues 10,785 3,369 21,409 7,383
--------- --------- --------- ---------
COSTS AND EXPENSES:
General and administrative 178,508 57,372 397,473 144,064
Holding costs of Tonkin Springs
property -- 121,416 -- 412,081
Stock compensation expense 21,429 -- 43,229 290,000
Interest 831 268 1,307 658
Accretion of asset retirement obligation
of SFAS 143 -- 24,013 -- 47,481
Depreciation 858 7,370 3,098 10,193
--------- --------- --------- ---------
Total costs and expenses 201,626 210,439 445,107 904,477

(Loss) before income taxes and
cumulative effect of accounting change (190,841) (207,070) (423,698) (897,094)
--------- --------- --------- ---------
Provision for income taxes -- -- -- --
--------- --------- --------- ---------
(Loss) before cumulative effect of
accounting change
Accounting change: cumulative effect: (190,841) (207,070) (423,698) (897,094)
gain on implementation of SFAS 143 -- -- -- 404,000
--------- --------- --------- ---------
Net (loss) $(190,841) $(207,070) $(423,698) $(493,094)
========= ========= ========= =========
Basic and diluted per share data:
(Loss) before cumulative effect of
accounting change:
Basic $ (0.01) $ (0.01) $ (0.02) $ (0.05)
========= ========= ========= =========
Diluted $ (0.01) $ (0.01) $ (0.02) $ (0.05)
========= ========= ========= =========
Cumulative effect of accounting change
Basic -- -- -- $ 0.02
========= ========= ========= =========
Diluted -- -- -- $ 0.02
========= ========= ========= =========
Net (loss)
Basic $ (0.01) $ (0.01) $ (0.02) $ (0.03)
========= ========= ========= =========
Diluted $ (0.01) $ (0.01) $ (0.02) $ (0.03)
========= ========= ========= =========

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

U.S. GOLD CORPORATION
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents $ 205,666
Purchase contract receivable 726,183
Other current assets 3,071
------------
Total current assets 934,920

Property and equipment, net 5,247
Investment in Tonkin Springs LLC 880,840
Investment in affiliate-GRC --
Other assets 704
------------
886,791
------------
TOTAL ASSETS $ 1,821,711
============
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 29,817
Accrued salaries, related parties 81,271
------------
Total current liabilities 111,088
------------
Related party payables, long-term 510,449
------------
Total liabilities
621,537
------------
Shareholders' equity:
Common stock, $.10 par value, 35,000,000 shares
authorized; 20,457,176 shares issued and outstanding 2,045,717
Additional paid-in capital 33,726,307
Accumulated (deficit) (34,571,850)
------------
Total shareholders' equity 1,200,174
------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 1,821,711
============

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

U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the six For the six
Months ended Months ended
June 30, June 30,
2004 2003
------------ ------------
(Restated)

Cash flows from operating activities:
Cash paid to suppliers and employees $(365,156) $(632,225)
Interest received -- 3,383
Interest paid (1,307) (658)
Income taxes paid -- --
--------- ---------
Cash (used in) operating activities (366,463) (629,500)
--------- ---------

Cash flows from investing activities:
BacTech option payment -- 250,000
Decrease in restrictive time deposits for reclamation bond -- 42,449
Sale of assets -- 4,000
--------- ---------
Cash provided by investing activities -- 296,449
--------- ---------

Cash flows from financing activities:
Sale of common stock for cash 374,492 450,000
Purchase of treasury stock (355) --
Advance to GRC -- (30,000)
Payments on installment purchase contracts -- (6,366)
--------- ---------
Cash provided by financing activities 374,137 413,634
--------- ---------

Increase in cash and cash equivalents 7,674 80,583
Cash and cash equivalents, beginning of period 197,992 4,437
--------- ---------
Cash and cash equivalents, end of period $ 205,666 $ 85,020
========= =========

Reconciliation of net loss to cash (used in) operating activities:
Net (loss)
Items not requiring cash: $(423,698) $(493,094)
Interest income
Stock compensation expense (21,409) --
Accretion of asset retirement obligation - SFAS 143 43,229 290,000
Cumulative-effect: gain on implementation of SFAS 143 -- 47,481
Depreciation -- (404,000)
(Increase) decrease in other assets related to operations 3,097 10,193
Increase (decrease) in liabilities related to operations 5,563 (4,358)
26,755 (75,722)
--------- ---------
Cash (used in) operating activities $(366,463) $(629,500)
========= =========

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

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(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 June 30, 2003
to conform to accounting and financial statement presentation for the period
ended June 30, 2004. The changes had no effect on Net (loss) for the quarter
ended June 30, 2003.

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/A-1 as of and for the year ended December 31, 2003.

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 (19,667,277 and
19,613,525 for the three and six month periods ended June 30, 2004 and
17,453,533 and 17,209,089 for the corresponding periods of 2003). 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 June 30, 2004 and 2003, 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 June 30, 2004, 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.
BacTech is currently evaluating the Tonkin Springs property to determine if the
property can be put back into production. On March 15, 2004, TSLLC submitted
permit applications to governmental agencies for review, approval and permit
issuances related to proposed recommencement of gold production at Tonkin
Springs. In conjunction with the permitting process, TSLLC has determined that
the project will require an Environmental Impact Statement ("EIS") which

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Unaudited)

involves certain statutory evaluations by the federal Bureau of Land Management
("BLM") and provides for public comment. The EIS is currently in process and is
anticipated to proceed consistent with regulatory agency permit application
evaluations. These permits could take approximately a year to be issued. The
permit amendments are for a staged operation lasting up to 10 years. BacTech
Nevada commissioned a third party feasibility study for Tonkin Springs by the
engineering firm of Micon International Limited ("Micon"), of Toronto, Canada.
Micon was retained to determine the feasibility of processing approximately 2
million short tons of oxide and sulfide mineralization per year and the study
was prepared consistent with National Instrument 43-101 of the Canadian
Securities Administration. The study was completed in May 2004 and BacTech
Nevada has reported that the study concluded that the Tonkin Springs gold mine
project is a viable project and recommends development.

The purchase price for BacTech Nevada's 55% equity ownership interest in TSLLC
was $1,750,000 of which $1,000,000 was paid during 2003 and the remaining
$750,000 is to be paid in 12 consecutive monthly payments of $62,500 commencing
on or before July 31, 2004. The July 2004 BacTech Nevada payment of $62,500 has
received by the Company. As of June 30, 2004, the Company had accrued interest
of $38,767 related to the present value of the remaining BacTech Nevada purchase
price obligation payments. BacTech Nevada is also required to pay 100% of the
funding required by TSLLC up to $12 million (the "Funding Obligation"). Through
June 30, 2004, BacTech Nevada has spent approximately $2,758,946 towards its
Funding Obligation. If additional funding is required by TSLLC after the Funding
Obligation, BacTech Nevada is required to advance the Company's share of any
cash calls if requested by the Company (the "Advances"), with repayment to
BacTech Nevada of any Advances plus interest from 50% of cash distributions
otherwise due the Company. If BacTech Nevada withdraws from TSLLC at any time,
its equity ownership interest would revert back to subsidiaries of the Company.

At June 30, 2004, TSLLC, on a 100% basis, had total assets of $6,731,280,
liabilities of $1,585,434 and equity of $5,145,846. The Company's equity account
is $5,465,907 and BacTech's is $(320,061). For the six months ended June 30,
2004, BacTech reports that total expenses of TSLLC were $1,536,944 which
included $51,631 in accretion expense related to asset retirement obligation,
with the remainder of $1,485,313 reflecting property holding, amortization and
evaluation costs. Since BacTech is funding all costs until it has funded its $12
million Funding Obligation, BacTech's members' equity account is credited for
its funding and charged for 100% of the results of operations as provided in the
TSLLC agreements.

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. The estimate of reclamation costs, as approved by these agencies, is
currently $1,810,377. As of June 30, 2004, TSLLC had bonds posted in the
aggregate amount of approximately $1,823,952 with the required governmental
agencies secured by a restricted cash time deposit related to the estimate of
reclamation costs.

The projected estimate of "Obligation for asset retirement" for the Tonkin
Springs properties as of June 30, 2004, reflecting the adoption of SFAS 143, is
$1,245,139. The Company reflects its 45% share of this obligation, $560,313, in
its investment balance for TSLLC. Actual asset retirement and reclamation,
generally, will be commenced upon the completion of operations at the
properties. The Company adopted SFAS 143 effective January 1, 2003 and related
thereto, the Company recorded a cumulative-effect gain to operations of
$404,000. This reflected the reversal of prior period expense related to
reclamation cost accruals, and reduced in part by amortization of capitalized
reclamation amounts based upon units of production in prior years.

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Unaudited)

During 2003 and through the date of the sale of 55% interest in TSLLC to
BacTech, the Company recorded an expense for accretion and an increase in the
obligation for asset retirement by $56,583, to recognize the accretion of
reclamation liability at an 8.5% annual factor through July 31, 2003.

The following is a reconciliation of the aggregate of asset retirement
obligation projected for TSLLC:

Asset retirement and reclamation liability-1/1/2004 $1,193,508
Accretion of liability at assumed 8.5% annual rate 51,631
----------
Asset retirement and reclamation liability-6/30/04 $1,245,139
==========

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 2003 or 2004 for
amortization expense of capitalized asset retirement cost required under SFAS
143 since the Tonkin Springs property was not in operation.

3. SHAREHOLDERS' EQUITY

During the six months ended June 30, 2004, the Company made certain sales of
equity to address our cash requirements.

Effective February 25, 2004, the Company entered into a Finder's Fee Agreement
with Meridian Capital Ltd. ("Meridian"), a Canadian merchant bank, whereby
Meridian agreed to assist the Company in seeking qualified equity investment
through the sale of Units. With Unit Subscription Agreements, the Company sold
Units at $0.90 where each Unit was made up of one share of common stock and one
Unit Purchase Warrant. Unit Purchase Warrants are exercisable for 2 years from
date of issue and provide that one share of common stock can be purchased for
$1.25 plus four (4) Unit Purchase Warrants for up to 25,000 shares of common
stock. Through the March 12, 2004 termination date of the Meridian agreement,
the Company raised net proceeds of $72,350 through the sale of 100,000 Units.
Meridian was paid a fee of 8.5% of monies raised for the Company through the
sale of Units plus $10,000 for expenses, and warrants exercisable for 2 years to
purchase 20,000 shares of the Company (equal to 20% of the Units sold) at a
warrant exercise price of $0.90 per share (the "Meridian Warrants"). No value
was assigned to the Unit Purchase Warrants since the exercise price of those
warrants were above the market price of the common stock at the date of the
closing of the transaction. A value of $21,800 was assigned to the Meridian
Warrants based on the Black-Scholes pricing model and was recorded as finance
fees in the first quarter of 2004.

In June 2004, the Company sold 400,000 Units, with each Unit consisting of one
share of common stock and one Unit Purchase Warrant at $0.50 per Unit. These
Unit Purchase Warrants are exercisable for two years from date of issue and
provide that one share of common stock can be purchased for $0.80 plus two (2)
Unit Purchase Warrants for up to 200,000 shares of common stock. The offering
netted $195,000. An independent director of the Company was paid a success fee
of $5,000 related to one of these private placement sales of stock. Also during
June 2004, warrants to exercise 428,572 shares at exercise price of $0.30 per
share were exercised at a reduced price of $0.25 per share for total proceeds of
$107,142. The Company agreed to the reduced exercise price to induce the holder
to exercise the warrants and recognized stock issuance expense of $21,429 for
the reduction of the exercise price of these warrants. The Company may continue
efforts to raise additional funds through the sale of equity securities to
supplement our existing cash.

U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
(Unaudited)

During the six months ended June 30, 2004, options to purchase a total of
340,000 shares at an exercise price of $0.16 per share were exercised. In
connection with those transactions, 34,286 option shares were surrendered and
cancelled under a cashless exercise to fund the exercise price of 150,000 of the
option shares and accrued directors fees were reduced for exercise of 190,000
additional option shares. Options to purchase 375,550 shares at exercise price
of $0.16 per share expired by their terms on January 20, 2004.

4. RELATED PARTY TRANSACTIONS-GOLD RESOURCE CORPORATION

As of June 30, 2004, the Company owns 1,955,676 shares (approximately 36.5%) of
the common stock of Gold Resource Corporation ("GRC"), a private Colorado
corporation. 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. During the period ended June 30, 2003, the
Company made a non-interest bearing and unsecured advance to GRC of $30,000 to
enable GRC to make critical payments related to its mineral properties. This
advance was repaid September 16, 2003. William W. Reid and David C. Reid, each
founders of GRC and officers and directors of the Company, in aggregate own
approximately 26.4% of GRC as of June 30, 2004.

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.

GRC is exploring its "El Aguila" property located in the historic Totolapan
mining district in the state of Oaxaca, Mexico, subject to an exploration
funding agreement with Canyon Resources Corporation ("Canyon"), whereby Canyon
can earn a 50% interest in the El Aguila property for funding $3.5 million in
exploration and development costs at the property. Canyon has funded $500,000 to
date. GRC commissioned a scoping study by an independent engineering firm on the
El Aguila project in order to estimate capital and operating costs of a
theoretical 750 tonne per day open pit mining and milling operation. The scoping
study was intended to provide information to define the minimum resource level
required in order for GRC to be able to make a production decision. The
theoretical scoping study was completed in July 2004 and indicated positive
economics. A preliminary resource study based upon limited exploration drilling
(3,900 meters in 69 drill holes) indicated mineralized material at a 1 gram
gold/tonne cut-off, in a shallow, massive quartz body, at 108,500 ounces of gold
and 1,368,000 ounces of silver. Additional drilling will be required to
potentially increase the mineralized material prior to any production decision
being made by GRC. Capital costs were projected at approximately $11 million and
cash operating costs were projected at $107/ounce gold based upon processing
mineralization of 7.43 grams/tonne gold (cut-off 2.5 grams) and 63 grams/tonne
silver. With the completion of the scoping study Canyon will have until August
31, 2004 to commit to funding the remaining $3 million to earn a 50% interest in
the El Aguila project, or alternatively, convert their Phase I and Phase II
drilling program funding of $500,000 into 600,000 shares of GRC stock.

At June 30, 2004, GRC has reported on an unaudited basis that it has assets of
$41,813, total liabilities and deferred credit of $837,568, and shareholders'
(deficit) of $795,755. The deferred credit of $500,000 is anticipated to be
classified into shareholders' equity upon the Canyon decision to be made by
August 31, 2004, as discussed above. For the six months ended June 30, 2004, GRC
has reported a loss of $292,086 made up of $120,345 in mineral property
exploration and evaluation, including Canyon funding noted above, $5,235 in
property acquisition, maintenance and related costs, and $166,605 in general and
administrative costs.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement we have filed with the SEC.
Under this registration statement, the Selling Shareholders named herein may
sell up to 4,203,243 shares of U.S. Gold Corporation Common Stock described in
this prospectus in one or more market or negotiated transactions.

This prospectus provides you with a general description of the Common Stock the
Selling Shareholders may offer. Each time the Selling Shareholders sell Common
Stock, they will provide a prospectus and, if applicable, a post-effective
amendment that will contain specific information about the terms of that
offering. The post effective amendment may also add, update or change
information contained in this prospectus. You should read this prospectus and
any applicable post-effective amendments.

The registration statement that contains this prospectus as well as any post
effective amendments thereto, including the exhibits to the registration
statement, contain additional information about us and the securities the
Selling Shareholders may offer under this prospectus. You can read that
registration statement at the SEC's website or at the SEC's offices mentioned
under the heading "ADDITIONAL INFORMATION AVAILABLE" elsewhere in this
prospectus.

Until September 17, 2005, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

You should rely only on information contained in this prospectus. Neither U.S.
Gold Corporation nor the Selling Shareholders have authorized any other person
to provide you with information different from that contained in this
prospectus.

The Common Stock will not be offered in any jurisdiction where the offering is
not permitted.