SEC Comment Letter for U.S. GOLD CORP. (USAU) (CIK 0000027093) (USAU) — Feb 12, 2010
U.S. GOLD CORP. (USAU) (CIK 0000027093)
Date: Feb. 12, 2010 · CIK: 0000027093 · Accession: 0000000000-10-008169
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08266
Letter
Mail Stop 4561 February 12, 2010 Mr. John H. Freeman President Dataram Corporation P.O. Box 7528 Princeton, NJ 08543-7528 Re: Dataram Corporation Form 10-K For the Fiscal Year Ended April 30, 2009 Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009 File No. 001-08266
Dear Mr. Freeman:
We have reviewed the above-referenced filing and have the following comments. Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K For the Fiscal Year Ended April 30, 2009
Notes to Consolidated Financial Statements
(2) Acquisition, page 14 1. Explain why you have not included pro forma disclosures as outlined in paragraphs 54 and 55 of SFAS 141.
Mr. John H. Freeman Dataram Corporation February 12, 2010 Page 2 Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
2. Tell us what consideration was given to whether the acquisition of MMB created a reporting obligation pursuant to Rules 8- 04 and 8-05 of Regulation S-X. In this regard, please provide us with analysis in support of your de termination that no financial statements or pro forma fina ncial information was required following your acquisition of MMB. Your response should include your computations pursuant to Rule 8-04(b) and (c).
* * * * * * *
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing any amendment and your response to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing; • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and • the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Mr. John H. Freeman Dataram Corporation February 12, 2010 Page 3 You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 or me at (202) 551-3730 if you have any questions regarding the above comments. S i n c e r e l y , Stephen G. Krikorian Accounting Branch Chief
Show Raw Text
Mail Stop 4561 February 12, 2010 Mr. John H. Freeman President Dataram Corporation P.O. Box 7528 Princeton, NJ 08543-7528
Re: Dataram Corporation
Form 10-K For the Fiscal Year Ended April 30, 2009
Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
File No. 001-08266
Dear Mr. Freeman:
We have reviewed the above-referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. If indicated, we think you should revise your document in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K For the Fiscal Year Ended April 30, 2009
Notes to Consolidated Financial Statements
(2) Acquisition, page 14
1. Explain why you have not included pro forma disclosures as outlined in
paragraphs 54 and 55 of SFAS 141.
Mr. John H. Freeman
Dataram Corporation
February 12, 2010 Page 2 Form 8-K Filed on April 6, 2009, as Amended on May 26, 2009
2. Tell us what consideration was given to whether the acquisition of MMB created
a reporting obligation pursuant to Rules 8- 04 and 8-05 of Regulation S-X. In this
regard, please provide us with analysis in support of your de termination that no
financial statements or pro forma fina ncial information was required following
your acquisition of MMB. Your response should include your computations pursuant to Rule 8-04(b) and (c).
* * * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Mr. John H. Freeman
Dataram Corporation February 12, 2010 Page 3
You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 or me at
(202) 551-3730 if you have any questions regarding the above comments.
S i n c e r e l y , Stephen G. Krikorian
Accounting Branch Chief