Auditor Change

Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein. A copy of such letter, which is dated October 28, 2019, is filed as Exhibit 16.1 to this Form 8-K. (b) Appointment of New Independent Registered Public Accounting Firm On October 28, 2019, the Audit Committee approved the engagement of Marcum LLP (“Marcum”), the Company’s previous independent registered public accounting firm, as the Company’s new independent registered public accounting firm for its current financial year ending April 30, 2020, effective October 28, 2019. Marcum previously served as the Company’s independent registered public accounting firm until the Company’s dismissal of Marcum on August 3, 2018 and provided reports on the Company’s consolidated financial statements for the fiscal years ended April 30, 2018 and 2017. Following Marcum’s dismissal on August 3, 2018 through the subsequent period as of October 28, 2019, neither the Company nor anyone acting on its behalf has consulted with Marcum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 16.1 Letter from KBL, LLP to the Securities and Exchange Commission, dated October 28, 2019 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 29, 2019 U.S. GOLD CORP. By: /s/ Edward M. Karr Edward M. Karr, Chief Executive Officer