FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from to
Commission file number 0-9137
U.S. GOLD CORPORATION
(Exact name of small business issuer as specified in its charter)
COLORADO 84-0796160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Madison, Suite 745
Denver, Colorado 80206
(Address of principal executive offices)
(303) 322-8002
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Class Outstanding as of May 10, 1995
Common Stock, $0.10 par value 13,768,800
U.S. GOLD CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS March 31, 1995
Current assets:
Cash and cash equivalents $ 2,241
Accounts receivable 52,805
Interest receivable 300,336
Dividend receivable 67,500
Note receivable, current portion 1,403,620
Prepaids and other current assets 17,390
Total current assets 1,843,892
Investment in Tonkin Springs Project
Joint Venture 2,317,704
Note receivable, non-current portion 1,725,000
Investment in Gold Capital Common Stock 270,000
Investment in Gold Capital Preferred Stock 3,000,000
Deferred tax assets, net 451,474
Other assets, net of depreciation 28,705
TOTAL ASSETS $9,636,775
LIABILITIES, DEFERRED CREDITS AND
SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 154,995
Notes payable 300,000
Accrued Federal income tax 411,994
Other accrued liabilities 81,194
Total current liabilities 948,183
Reserve for reclamation 640,000
Subtotal 1,588,183
Deferred gain on sale of Tonkin
Springs interest 3,657,347
Shareholders' equity:
Common stock, $.10 par value, 15,000,000
shares authorized; 13,768,800 shares
issued and outstanding 1,376,880
Additional paid-in capital 31,975,331
Deficit (28,960,966)
Total shareholders' equity 4,391,245
TOTAL LIABILITIES, DEFERRED CREDITS
AND SHAREHOLDERS' EQUITY $9,636,775
The accompanying notes are an integral part of these consolidated
financial statements.
U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 1995 and 1994
(Unaudited)
March 31, 1995 March 31, 1994
Installment gain on sale of
Tonkin Springs interest $ - $ 89,454
Production royalty - 100,000
Interest income 66,179 56,500
Dividend income 67,500 67,500
Other income 9,018 -
Total revenues 142,697 313,454
Other costs and expenses:
General and administrative 142,713 284,229
Interest 13,187 4,507
Depreciation and amortization 1,508 1,846
Total expense 157,408 290,582
Income (loss) before income taxes (14,711) 22,872
Provision for income taxes - -
Net income (loss) (14,711) 22,872
Per share data:
Net income (loss) $(.00) $0.00
Weighted average shares and
share equivalents outstanding 13,768,800 13,467,944
The accompanying notes are an integral part of these consolidated
financial statements.
U.S. GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1995 and 1994
(Unaudited)
March 31, 1995 March 31, 1994
Cash flows from operating activities:
Production royalty $ - $ 100,000
Cash paid to suppliers and employees (86,414) (229,920)
Cash used in operating activities (86,414) (129,920)
Cash flows from investing activities:
Cash received from sale of Tonkin
Springs interest 121,380 100,000
Capital expenditures - (17,054)
Sale of assets 9,018 -
Cash provided by investing activities 130,398 82,946
Cash flows from financing activities:
Payment on income tax obligation (60,000) -
Repay borrowings under note payable - (132,929)
Cash provided by (used in)financing
activities (60,000) (132,929)
Increase (decrease) in cash and equivalents (16,016) (179,903)
Cash and equivalents, beginning 18,257 200,289
Cash and equivalents, ending $ 2,241 $ 20,386
Reconciliation of net income (loss) to cash
used in operating activities:
Net income (loss) $ (14,711) $ 22,872
Items not requiring (providing) cash:
Interest income (66,179) (56,500)
Dividend income (67,500) (67,500)
Interest payable 12,772 3,956
Depreciation, depletion and amortization 1,508 1,846
Investment gain on sale of Tonkin
Springs interest - (89,454)
(Increase) decrease in current assets
related to operations (3,857) 5,420
Increase (decrease) in current liabilities
related to operations (4,849) (16,270)
Decrease (increase) in other assets,
long term 56,402 65,710
Cash used in operating activities $ (86,414) $ (129,920)
The accompanying notes are an integral part of these consolidated
financial statements.
U.S. GOLD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, as well as the accounts
of Tonkin Springs Venture Limited Partnership ("TSVLP").
Significant intercompany accounts and transactions have been
eliminated.
The balance sheet of the Company as of March 31, 1995 and the
results of operations and cash flows for the three month periods
ended March 31, 1995 and 1994, have not been examined by
independent certified public accountants. However, in the opinion
of management, the accompanying unaudited consolidated financial
statements contain all necessary adjustments in order to make the
financial statements not misleading.
The results of operations for the three month periods ended March
31, 1995 and 1994 are not necessarily indicative of the results to
be expected for the full years. These financial statements should
be read in conjunction with the Company's annual report on Form 10-
KSB filed with the Securities & Exchange Commission for the year
ended December 31, 1994.
2. Sale of 60% Interest in Tonkin Springs Project
On December 31, 1993, TSVLP, a partnership owned by subsidiaries of
U.S. Gold Corporation (the "Company"), sold a 60 percent undivided
interest in the Tonkin Springs Properties and Obligations (the
"Properties") to Gold Capital Corporation, a Colorado corporation.
TSVLP retained a 40 percent undivided interest in the Properties.
Immediately after the conveyance to Gold Capital, TSVLP and Gold
Capital each made their respective interest in the Properties
subject to a mining joint venture ("Project Joint Venture"), to
operate and manage the Properties. Ownership in the Project Joint
Venture is: TSVLP- 40 percent, Gold Capital- 60 percent. Gold
Capital is manager of the Properties under the Project Joint
Venture.
Gold Capital purchased its 60 percent undivided interest in the
Properties from TSVLP for a purchase price and other consideration
of approximately $7,960,000 representing the estimated fair market
value of the assets purchased. The purchase price included
$200,000 in cash at Closing; delivery of a mortgage note in the
amount of $3.8 million (the "Promissory Note"); 300,000 shares of
unregistered Gold Capital's Series A Preferred Stock ("Preferred
Stock") having an assigned value of $3 million, and the assumption
of 60 percent of a reclamation obligation recorded at $960,000.
Through March 31, 1995, the Company has received $671,380 in
principal payments on the Promissory Note with a balance of
$3,128,620 remaining. The Promissory Note, as amended March 27,
1995, is collateralized by Gold Capital's 60% interest in the
Properties and the Project Joint Venture and accrues interest at a
fixed rate of 7.5% on the unpaid principal balance. Remaining
principal balance is due as follows:
(1) Monthly installments of $75,000 until note is paid in
full.
(2) $400,000 in December, 1995.
(3) 50% of the gross proceeds from debt or equity financing
pursuant to any financings by Gold Capital subsequent to
its Private Placement Memorandum dated March 9, 1995, up
to $1,000,000, with such payments applied first to any
outstanding accrued interest on the note for 1994 and
compounded interest thereon, then to any accounts receivable
from Gold Capital to the Company, and finally any excess
applied to principal repayment.
Minimum principal payments due under the note are as follows:
1995 $ 1,403,620
1996 $ 900,000
1997 $ 835,000
A portion of the February, 1995 and all of the March, April and
May, 1995 note monthly payments from Gold Capital are currently
past due. The Company has, however, agreed not to give Gold
Capital notice of default under the Promissory Note prior to the
closing of a stock purchase option agreement between Gold Capital
and Royalstar Resources, Ltd. ("Royalstar"), dated April 13, 1995.
Under the Royalstar option agreement with Gold Capital, Royalstar
may purchase additional common stock in Gold Capital for an
aggregate investment of $2.2 million. Such an equity financing by
Gold Capital would be subject to the principal repayment provisions
of the Promissory Note and, should Royalstar exercise its option
with Gold Capital, the Company would receive payment from Gold
Capital in the amount of $1 million, as provided above.
The Preferred Stock is convertible at any time until June 30, 1996
into the number of unregistered shares of common stock of Gold
Capital which shall immediately thereafter represent 20% of the
outstanding shares of common stock. Incremental conversion is
allowed with certain limitations. Related to the Royalstar stock
purchase option agreement with Gold Capital discussed above, the
Company has verbally agreed to early conversion of its 300,000
shares of Series A Preferred Stock into 1,500,000 common shares of
Gold Capital contingent upon the closing of the Royalstar option,
and further, that the Company would then enter into a voting trust
agreement concerning its Gold Capital shares for five years in
favor of Royalstar.
The Preferred Stock includes covenants requiring Gold Capital,
among other covenants, to pay to the holder of the Preferred Stock
a mandatory annual 9% dividend (based on the $10 per share stated
value which totals $3 million aggregate valuation) payable annually
in cash or at the option of the issuer in common stock of Gold
Capital. The 1994 dividend in the amount of $270,000 was satisfied
with the issuance of 127,702 shares of unregistered common shares
of Gold Capital ($2.11/share). For the three months ended March
31, 1995 and 1994, the accrued Preferred Stock dividend totaled
$67,500. As of March 31, 1995, the bid and ask price of Gold
Capital common stock was quoted as $1.69 and $2.00, respectively.
Gold Capital is required to fund 100% of the holding, development
and administrative costs relating to the Properties until
commencement of commercial production. Gold Capital shall be
reimbursed for expenditures, up to $6 million ("Reimbursable
Costs"), from a preferential portion of cash flows from the
operations of the Properties, if any. Expenditures in excess of $6
million will be considered contributions to the Project Joint
Venture by Gold Capital. Through March 31, 1995, Gold Capital has
incurred approximately $982,000 in net Reimbursable Costs.
The Company is recognizing the gain from the sale of the 60%
interest in the Tonkin Springs Properties to Gold Capital using the
installment method of accounting. For the three month period ended
March 31, 1994, 1.9% ($89,454) of the gain was recognized. No gain
was recognized for the 1995 period since monthly Promissory Note
payments were in arrears.
3. Tonkin Springs Venture Limited Partnership
The Company holds its interest in the Project Joint Venture through
TSVLP, a partnership which is owned by subsidiaries of the Company,
Tonkin Springs Gold Mining Company ("TSGMC") (99.5% general
partner) and U.S. Environmental Corporation (0.5% limited partner).
The following is the statement of operations and condensed balance
sheet for TSVLP as of and for the three months ended March 31,1995.
STATEMENT OF OPERATIONS Three Months Ended
March 31, 1995
Revenues:
Interest income $ 67,179
Dividend income 67,500
Total revenues 134,679
Costs and expenses:
General, administrative and other 81,230
Related party interest expense (to TSGMC) 27,189
Total expenses 108,419
Net income $ 25,260
BALANCE SHEET March 31, 1995
Assets:
Current assets
Interest receivable $ 300,336
Dividend receivable 67,500
Note receivable, current portion 1,403,620
Total current assets 1,771,456
Investment in Project Joint Venture 3,339,001
Note receivable, non-current portion 1,725,000
Investment in Gold Capital Common Stock 270,000
Investment in Gold Capital Preferred Stock 3,000,000
Other assets 2,380
Total Assets $10,107,837
Liabilities and Partners' Interest:
Current liabilities $ 115,803
Note payable to general partner-TSGMC 961,107
Reserve for reclamation 640,000
Deferred gain on sale of Tonkin
Springs interest 2,266,853
Total liabilities and deferred gain 3,983,763
Partners' interest
Subsidiaries of U.S. Gold-
Initial interest 3,309,902
Allocation of withdrawn interests 3,515,384
Accumulated loss (701,212)
Total partners' interest 6,124,074
Total Liabilities and Partners'Interest $10,107,837
Note A. The partnership agreement has been amended to, among other
things, eliminate the requirement that the general partner fund
TSVLP activities by contributions. The amended agreement provides
at the option of the general partner, the ability to make secured
loans to TSVLP to fund activities. TSGMC and TSVLP have
established an amended $1,250,000 intercompany secured note payable
arrangement whereby TSGMC can provide funds, support and services
to TSVLP. The note bears interest at 2% over prime and is
repayable no later than December 31, 1996. As of March 31, 1995,
net borrowing under this note arrangement was $961,107 representing
cash advances to the Partnership, charges for personnel time,
general overhead, expenses related to or made in support of TSVLP
business interests, and accrued interest.
Note B. TSVLP and Gold Capital are jointly responsible for
reclamation of disturbance of the Properties, proportionate to
their respective interest in the Project Joint Venture. The
current estimate of reclamation cost, on a 100% basis, totals
approximately $1.47 million of which the Company reflects $640,000
on its balance sheet related to its 40% share. Actual reclamation,
generally, will be commenced upon the completion of operations at
the Properties. Bonding of reclamation under various Nevada and
Federal Bureau of Land Management agencies, currently set at $1.3
million, is the responsibility of Gold Capital under the terms of
the Project Joint Venture.
4. Condensed Financial Information of Tonkin Springs Project Joint
Venture, unaudited
As noted in Footnote 2 above, effective December 31, 1993, TSVLP
sold a 60 percent undivided interest in the Properties to Gold
Capital and the parties each made their respective interest in the
Properties subject to the Project Joint Venture. Gold Capital is
manager of the Properties under the Project Joint Venture. The
following is the condensed balance sheet of the Project Joint
Venture as of March 31, 1995, all costs associated with the
Properties have been funded by Gold Capital and capitalized in
property development:
BALANCE SHEET March 31, 1995
Assets:
Property, plant & equipment-
Milling, plant and production equipment $ 7,720,359
Buildings 2,232,963
Vehicles and trailers 104,000
Property development costs 1,768,341
Subtotal 11,825,663
Deposits and other assets 10,125
Total assets $11,835,788
Reserves and Project Joint Venturers' Interest:
Reserve for reclamation $ 1,469,900
Venturers' Interest-
Gold Capital's interest 7,666,887
TSVLP's interest 2,699,001
Total venturers' interest 10,365,888
Total reserves and venturers'interest $11,835,788
5. Royalty Purchase and Restructuring with NERCO,
Discharge/Conversion of Secured Debt
On February 21, 1992, the Company, among other things, restructured
its interests with NERCO Minerals Company related to the Cripple
Creek-Victor mining district of Colorado. Under this restructured
royalty, the Company received minimum royalty payments of $50,000
per month through February, 1994. Subsequent to the February, 1994
payment, the Company has no further interest in the Cripple Creek-
Victor mining district.
Also on February 21, 1992, in a Loan Settlement Agreement with its
senior secured lender, The French American Banking Corporation
("FABC"), the Company discharged its debt to FABC in the
approximate amount of $19,136,000 and terminated all prior security
interests related thereto. As consideration to FABC under the Loan
Settlement Agreement, the Company (i) paid to FABC the $1 million
received from NERCO in the Royalty Purchase and Restructuring
Agreement described above, (ii) transferred ownership to 1,607,700
shares of Atlanta Gold Corporation, a Canadian company (having a
market value at closing of approximately $1.07 million) to FABC,
(iii) assigned the Residual Royalty from NERCO, described further
above, to FABC, (iv) entered into an agreement between TSGMC and
FABC entitled "Agreement To Pay Distributions," which requires
TSGMC to pay a limited portion of certain distributions from TSVLP
to FABC as discussed further below, and, (v), issued to FABC
3,000,000 shares of restricted common stock of the Company having
a market value at closing of approximately $1.875 million.
Under the terms of the Agreement To Pay Distributions, TSGMC is
required to pay to FABC (i) the first $30,000 of distributions, as
defined in such agreement, received from 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.
6.Short-term Borrowing
Effective August 23, 1993, the Company entered into an unsecured
loan agreement with Placer Dome U.S. Inc. ("PDUS") under which PDUS
loaned $300,000 to U.S. Gold. The PDUS loan bears interest at 5
percent per annum, is due no later than May 31, 1995. Through
March 31, 1995, accrued interest on the PDUS loan amounted to
approximately $24,113. PDUS is beneficial owner of approximately
7% of the outstanding shares of common stock of U.S. Gold.
PART II
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Changes in Financial Condition
On December 31, 1993, TSVLP, a partnership owned by subsidiaries of
U.S. Gold Corporation (the "Company"), sold a 60 percent undivided
interest in the Tonkin Springs Properties and Obligations (the
"Properties") to Gold Capital Corporation ("Gold Capital"). TSVLP
retained a 40 percent undivided interest in the Properties.
Immediately thereafter, TSVLP and Gold Capital each made their
respective interest in the Properties subject to the Tonkin Springs
Project Joint Venture ("Project Joint Venture") to operate and
manage the Properties. Ownership in the Project Joint Venture is:
TSVLP- 40 percent, Gold Capital- 60 percent. Gold Capital is
manager of the Properties under the Project Joint Venture.
Gold Capital purchased its 60 percent undivided interest in the
Properties from TSVLP for a purchase price and other consideration
of approximately $7,960,000 representing the estimated fair market
value of the assets purchased. The purchase price included
$200,000 in cash at Closing; delivery of a mortgage note in the
amount of $3.8 million (the "Promissory Note"); 300,000 shares of
unregistered Gold Capital's Series A Preferred Stock ("Preferred
Stock") having an assigned value of $3 million, and the assumption
of 60 percent of a reclamation obligation recorded at $960,000.
Through March 31, 1995, the Company has received $671,380 in
principal payments on the Promissory Note with $3,128,620 remaining
due at March 31, 1995. The Promissory Note, as amended, requires
payments by Gold Capital as follows: $75,000 per month beginning
January 1, 1995 and continuing on the first day of each month
thereafter until the note is paid in full; 50% of all proceeds of
additional debt or equity financing by Gold Capital, up to an
aggregate payment of $1,000,000 with application of such payments
first applied to any receivable balances from Gold Capital, and the
remainder of such payments applied as principal payments; an
additional principal payment of $400,000 on December 1, 1995. A
portion of the February, 1995 and all of the March, April and May,
1995 note monthly payments from Gold Capital are currently past
due. The Company has, however, agreed not to give Gold Capital
notice of default under the Promissory Note prior to the closing of
an stock purchase option agreement between Gold Capital and
Royalstar Resources, Ltd. ("Royalstar"), dated April 13, 1995.
Under the Royalstar option agreement with Gold Capital, Royalstar
may purchase additional common stock in Gold Capital for an
aggregate investment of $2.2 million. Such an equity financing by
Gold Capital would be subject to the principal repayment provisions
of the Promissory Note and, should Royalstar exercise its option
with Gold Capital, the Company would receive payment from Gold
Capital in the amount of $1 million, as provided above. The
Promissory Note is collateralized by Gold Capital's 60% interest in
the Properties and the Project Joint Venture and accrues interest
at a fixed rate of 7.5% on the unpaid principal balance. Interest
on the Promissory Note for 1994 was received in April, 1995.
Payment of subsequent years interest is due at the end of each
respective calendar year.
The Preferred Stock in Gold Capital is convertible at any time
until June 30, 1996 into the number of unregistered shares of
common stock of Gold Capital which shall immediately thereafter
represent 20% of the shares then outstanding. Related to the
Royalstar stock purchase option agreement with Gold Capital
discussed above, the Company has verbally agreed to early
conversion of its Preferred Stock into 1,500,000 common shares of
Gold Capital contingent upon the closing of the Royalstar option,
and further, that the Company would then enter into a voting trust
agreement for five years concerning its Gold Capital shares in
favor of Royalstar. The Preferred Stock includes covenants
requiring Gold Capital, among other covenants, to pay to the holder
of the Preferred Stock a mandatory annual 9% dividend (based on the
$10 per share stated value which totals $3 million aggregate
valuation) payable annually in cash or at the option of the issuer
in common stock of Gold Capital. The 1994 dividend in the amount
of $270,000 was satisfied in January, 1995, with the issuance of
127,702 shares of unregistered common shares of Gold Capital at an
average price of $2.11 per share. For the three months ended March
31, 1995 and 1994, the accrued Preferred Stock dividend totaled
$67,500.
Gold Capital is required to fund 100% of the holding, development
and administrative costs relating to the Properties until
commencement of commercial production. Through March 31, 1995,
Gold Capital has incurred approximately $982,200 in net costs for
the Project Joint Venture. Gold Capital shall be reimbursed for
expenditures, up to $6 million ("Reimbursable Costs"), from a
preferential portion of cash flows from the operations of the
Properties, if any. Expenditures in excess of $6 million will be
considered contributions to the Project Joint Venture by Gold
Capital. In January, 1995, Gold Capital obtained a project
feasibility study from a outside engineering firm, which study
confirms the economic viability of producing gold from a milling
and heap leach operation at Tonkin Springs. Subject to certain
conditions and assumptions set forth therein, the feasibility study
concludes that gold can be successfully mined over the estimated
five-year initial phase of the Project. Assuming Gold Capital is
successful in raising the necessary funding it is Gold Capital's
intent to recommence gold production at the Project.
Liquidity and Capital Resources
As noted above, during 1995, the Company anticipates receipt of
certain principal payments from Gold Capital under the Promissory
Note. These payments are the only source of working capital for
the Company anticipated during 1995. The Company is making monthly
payments on a 1993 income tax liability pursuant to an installment
agreement with the Internal Revenue Service ("IRS") at the rate of
$20,000 per month, and related thereto the IRS has filed a Federal
Tax Lien against the assets of Company. As of March 31, 1995, the
remaining obligation to the IRS, including accrued penalty and
interest, totals $451,584. The Company also has outstanding an
unsecured loan dated August 23, 1993, from Placer Dome U.S. Inc.
("PDUS") in the principal amount of $300,000, which is due May 31,
1995. Through March 31, 1995, accrued interest on the PDUS loan
totals $24,113. PDUS is beneficial owner of approximately 7% of
the outstanding shares of common stock of U.S. Gold. As discussed
above, the Company is dependent upon receipt of the various
payments from Gold Capital, or from its share of distributions, if
any, from operations of the Project Joint Venture, to provide the
Company funding for its obligations and to pay corporate overhead.
Results of Operations - 1995 Compared to 1994
The Company is recognizing the gain from the sale of the 60%
interest in the Tonkin Springs Properties to Gold Capital using the
installment method of accounting as the purchase price
consideration from Gold Capital becomes reasonably assured. For
the three month period ended March 31, 1994, 1.9% ($89,454) of the
gain was recognized. No gain was recognized for the 1995 period
since monthly Promissory Note payments were in arrears. At March
31, 1995, $3,657,347 of the gain remains deferred and is
anticipated to be recognized as income from Gold Capital as
provided under installment sale accounting. For the three months
ended March 31, 1995, $67,179 in interest income related to the
Promissory Note as well as $67,500 of dividend income related to
the Preferred Stock, was accrued in income compared to $56,500 and
$67,500, respectively, for the same period of 1994.
During 1994, the Company received the final $100,000 in royalty
payments related to the Nerco Royalty Purchase and Restructuring
Agreement dated February 21, 1992. With these payments, the
Company had no further interest in the Cripple Creek-Victor mining
district.
General and Administrative expenses decreased approximately
$141,516 in 1995 compared to 1994. The reduction in expenses for
1995 compared to 1994 generally reflect lower legal expenses
primarily related to the 1993 dispute with Denay, overhead and
staff support allocated for the 1995 period to Gold Capital under
an office and staff support agreement, offset in part by higher
employee compensation expenses.
Interest expense during 1995 was $13,187, and related primarily to
the unsecured note from PDUS, and interest on the IRS tax
obligation. In 1994, interest expense of $4,507 related primarily
to the PDUS note.
Net cash used in operations decreased to $86,414 for 1995, from
$129,920 in 1994, reflecting the decrease in the Nerco Royalty,
offset by the decrease in cash paid to suppliers.
PART II
1. No report required.
2. No report required.
3. No report required.
4. No report required.
5. No report required.
6.a Exhibit 11 - Statement re: Computation of Per Share Earnings.
SIGNATURES
In accordance with the requirements of the Securities and Exchange
Act of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
U.S. GOLD CORPORATION
Dated: May 10, 1995 By /s/ William W. Reid
William W. Reid, President and
Chief Financial Officer
U.S. GOLD CORPORATION
Exhibit 11 to Form 10-Q
for the Three Month Period Ended March 31, 1995 and 1994
Computation of Weighted Average Shares Outstanding Used in Earnings
Per Share Calculations:
1995 (2) 1994
Total shares issued 13,768,800 13,818,800
Weighted average of common stock equivalents (1):
Unexercised stock options - 1,250,000
Less: Buy back of common shares under treasury
stock method using average price. - (500,846)
13,768,800 14,467,944
(1) Fully diluted computations not made as total shares and share
equivalents outstanding would be effected by less than 3% in
both periods.
(2) Common stock equivalents not considered in the 1995 period since
their effect would be antidilutive.
