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CORRESP
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May
8, 2019

Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549

Attention: James Giugliano and Joel Parket

    Re:
    U.S.
    Gold Corp.

    Form
    10-K for the Fiscal Year Ended April 30, 2018

    Filed
    July 30, 2018

    File
    No. 001-08266

Dear
Sirs:

On
behalf of our client, U.S. Gold Corp. (the “Company”), and pursuant to the Securities Exchange Act of 1934,
as amended (the “Act”), and the rules and regulations thereunder, we transmit for your review the Company’s
response, as we have been informed by the Company, to the Staff’s letter of comment, dated April 25, 2019 (the “Comment
Letter”), in respect of the above noted filing. The Company’s response below is keyed to the heading and comment
number contained in the Comment Letter.

Form
10-K for the Fiscal Year Ended April 30, 2018

    1.
    In
    several instances throughout this filing and other filings you refer to the Copper King Project and the Gold Bar North project
    as a “development project”. Please note that absent proven and probable reserve (as defined in Industry Guide
    7), a project is considered to be in the exploration stage. Please modify your disclosure to remove references to “development
    project” so as not to imply your projects are in the development stage or tell us why your presentation is appropriate.
    Refer to paragraph (a)(4) of Industry Guide 7 and the instructions thereto.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will remove references to “development project” in all future filings that do not
    include proven and probable reserves (as defined in Industry Guide 7).

    2.
    We
    note your disclosure of measured, indicated, and inferred resources on page 6 of your filing. Only estimates of proven and
    probable reserves may be disclosed in filings with the U.S. Securities and Exchange Commission unless required to be disclosed
    by foreign or state law. See Instruction 5 to Item 102 of Regulation S-K and Industry Guide 7, Instructions to paragraph (b)(5).
    Please advise or revise to remove your resource disclosures.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will not disclose measured, indicated, and inferred resources unless required to be disclosed
    by foreign or state law.

U.S. Securities and Exchange Commission

May 8, 2019

Page 2

    3.
    Please
    revise to describe your current exploration activities and future exploration plans for each of your material properties.
    See Industry Guide 7, paragraph 4(b)(i). In your response please include a description of your quality control procedures
    as they relate to your exploration work.

    ●
    Response:
    The Company acknowledges the Staff’s comment and proposes that beginning with its Form 10-K for the Fiscal Year ended
    April 30, 2019, the Company will describe its current exploration activities and future exploration plans for each of its
    material properties. Further, the Company will include a description of its quality control procedures at it relates to the
    Company’s exploration work.

Acknowledgement

We
hereby acknowledge that:

    ●
    We
    are responsible for the adequacy and accuracy of the disclosure in our Form 10-K;

    ●
    Staff
    comments or changes to disclosure in response to Staff comments, do not foreclose the Securities and Exchange Commission from
    taking any action with respect to the Form 10-K; and

    ●
    We
    may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person
    under the federal securities laws of the United States.

*
*     *

Should
you have further comments or require further information, or if any questions should arise in connection with this submission,
please call the undersigned at (303) 629-3445 or via email at sam.kenneth@dorsey.com.

    Yours
    truly,

    /s/ Kenneth Sam

    Kenneth Sam

    cc:
    Edward
    M. Karr

    Chief Executive
    Officer

    U.S Gold Corp.