美国黄金 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2026 U.S. GOLD CORP. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: U.S. GOLD CORP.FORM 10-Q PART I – FINANCIAL INFORMATION Condensed Consolidated Balance Sheets as of January 31, 2026 and April 30, 2025 (Unaudited)4Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2026 and 2025(Unaudited)5Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended January 31, 2026 and 2025 (Unaudited)Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2026 and 2025 PART II – OTHER INFORMATION Item 1.Legal Proceedings30Item 1A.Risk Factors30 FORWARD-LOOKING STATEMENTS Some information contained in or incorporated by reference into this Quarterly Report on Form 10-Q (this “Form 10-Q”) may containforward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Thesestatements include comments relating to the ability of available cash reserves at January 31, 2026, to be sufficient for greater than thenext twelve months; U.S. Gold Corp.’s (the “Company,” “we,” “us,” or “our”) ability to continue as a going concern expected legaland accounting expenses to maintain compliance with the Sarbanes-Oxley Act of 2002 and the effect of these expenses on the We use the words “anticipate,” “continue,” “likely,” “estimate,” “expect,” “may,” “could,” “will,” “project,” “should,” “believe” andvariations of such words and similar expressions to identify forward-looking statements. Statements that contain these words discussour future expectations and plans, or state other forward-looking information. Although we believe the expectations and assumptionsreflected in those forward-looking statements are reasonable, we cannot assure you that these expectations and assumptions will prove ●deviations from the projections set forth in the prefeasibility study for the CK Gold Project due to unanticipated variations ingrade, unexpected challenges with potential mining of the deposit, volatility in commodity prices, variations in expectedrecoveries, increases in projected operating or capital costs, or delays in our permitting plans;●mining exploration and development risks, including risks related to regulatory approvals, operational hazards and accidents,equipment breakdowns, contractor disputes, contractual disputes related to exploration properties and other unanticipateddifficulties;●the strength of the world economies;●competition in the gold and precious minerals mining industries;●fluctuations in interest rates and inflation rates; Many of these factors are beyond our ability to control or predict. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, such statements can only be based on facts and factors currently known to us.Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differmaterially from the results and outcomes discussed in or anticipated by the forward-looking statements. These statements speak onlyas of the date of this Form 10-Q. Except as required by law, we are not obligated to publicly release any revisions to these forward- U.S. GOLD CORP. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Organization U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was originally incorporated in the State of New Jersey in1967 and was subsequently re-incorporated under the laws of the State of Nevada in 2016. Effective June 26, 2017, the Companychanged its name to U.S. Gold Corp. from Dataram Corporation. On May 23, 2017, the Company merged with Gold King Corp.(“Gold King”), in a transaction treated as a reverse acquisition and recapitalization, and the business of Gold King became the businessof the Company. The Company is a gold and precious metals exploration company pursuing exploration and development properties.The Company owns certain mining leases and other mineral rights comprising the CK Gold Project in Wyoming, the Keystone Project The Company’s CK Gold property contains proven and probable mineral reserves and accordingly is classified as a development stageproperty, as defined in S-K 1300. None of the Company’s other properties contain proven and probable mineral reserves and all Unless the context otherwise requires, all references herein to the “Company” refer to U.S. Gold Corp. and its consolidatedsubsidiaries. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation The accompanying interim unaudited condensed consolidated financia