# U.S. Gold Corp.: Form 10-Q/A for the period ended Jul 31, 2025

- Company: [U.S. Gold Corp.](/companies/usau.md) (CIK 27093)
- Form: 10-Q/A
- Filed: 2025-10-10
- Accepted by EDGAR: Oct 10, 2025, 20:35 ET
- Period: 2025-07-31
- Accession: 0001493152-25-017775
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/27093/000149315225017775/form10-qa.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/27093/000149315225017775/

## Controls and procedures

As filed, 3,861 characters.

### (a) Evaluation of Disclosure Controls and Procedures (Restated)

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

At the time of the Original Filing, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures and concluded that they were effective to accomplish their objectives at a reasonable level. Subsequent to that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of July 31, 2025, due to the late filing of Amendment No. 1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information. Because the amended disclosures do not affect our financial statements, there is no change to the conclusion related to changes in internal control over financial reporting for the quarter ended July 31, 2025.

#### Remediation Plan and Status

As disclosed above, management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of July 31, 2025, due to the late filing of Amendment No.1 to the Company’s Form 10-K for the fiscal year ended April 30, 2025 to disclose the Part III information. To remediate the ineffectiveness of the Company’s disclosure controls and procedures, the Company intends to formalize its processes with respect to identifying the filing deadlines for reports required to be filed under the Exchange Act, including, without limitation, developing disclosure controls and procedures specific to identifying and complying with filing deadlines and expanding training for personnel involved in the preparation and filing of reports required to be filed under the Exchange Act.

### (b) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Oct 10, 2025.
Source: SEC EDGAR, the filing index for accession 0001493152-25-017775. Last ingested by Listed: Oct 24, 2026, 14:52 ET. No prices; not investment advice.