Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Oct. 31, 2017 | Dec. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | U.S. GOLD CORP. | |
Entity Central Index Key | 27,093 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --04-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,211,660 | |
Trading Symbol | USAU | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Oct. 31, 2017 | Apr. 30, 2017 |
CURRENT ASSETS: | ||
Cash | $ 5,428,146 | $ 6,820,623 |
Note receivable | 0 | 250,000 |
Prepaid expenses and other current assets | 552,584 | 198,151 |
Assets of discontinued operations | 372,086 | 0 |
Total Current Assets | 6,352,816 | 7,268,774 |
NON - CURRENT ASSETS: | ||
Reclamation bond deposit | 81,848 | 41,301 |
Mineral rights | 4,176,952 | 4,120,623 |
Total Non - Current Assets | 4,258,800 | 4,161,924 |
Total Assets | 10,611,616 | 11,430,698 |
CURRENT LIABILITIES: | ||
Accounts payable | 323,070 | 40,550 |
Accounts payable - related party | 2,431 | 2,431 |
Accrued liabilities | 260,416 | 137,500 |
Liabilities of discontinued operations | 254,744 | 0 |
Total Liabilities | 840,661 | 180,481 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY : | ||
Common stock ($0.001 Par Value; 200,000,000 Shares Authorized; 14,156,766 and 6,932,059 shares issued and outstanding as of October 31, 2017 and April 30, 2017) | 14,157 | 6,932 |
Additional paid-in capital | 25,032,477 | 15,813,297 |
Accumulated deficit | (15,275,683) | (4,570,057) |
Total Stockholders' Equity | 9,770,955 | 11,250,217 |
Total Liabilities and Stockholders' Equity | 10,611,616 | 11,430,698 |
Convertible Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY : | ||
Preferred stock, $0.001 par value; 50,000,000 authorized Convertible Series C Preferred stock ($0.001 Par Value; 45,002 Shares Authorized; 4,500 and 45,002 issued and outstanding as of October 31, 2017 and April 30, 2017; Liquidation value $450,000) | $ 4 | $ 45 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Oct. 31, 2017 | Apr. 30, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 14,156,766 | 6,932,059 |
Common stock, shares outstanding | 14,156,766 | 6,932,059 |
Convertible Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 45,002 | 45,002 |
Preferred stock, shares issued | 4,500 | 45,002 |
Preferred stock, shares outstanding | 4,500 | 45,002 |
Preferred stock, liquidation value | $ 450,000 | $ 450,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | ||||
Operating expenses: | ||||
Compensation and related taxes | 261,444 | 201,908 | 1,651,258 | 451,013 |
Exploration costs | 536,396 | 125,492 | 1,304,279 | 236,738 |
Professional fees | 665,224 | 302,125 | 1,526,687 | 1,180,214 |
General and administrative expenses | 209,184 | 64,578 | 396,357 | 164,311 |
Total operating expenses | 1,672,248 | 694,103 | 4,878,581 | 2,032,276 |
Operating loss from operations from continuing operations | (1,672,248) | (694,103) | (4,878,581) | (2,032,276) |
Other income (expense): | ||||
Interest expense | (4,242) | |||
Total other income (expense) | (4,242) | |||
Loss from continuing operations before provision for income taxes | (1,672,248) | (694,103) | (4,878,581) | (2,036,518) |
Provision for income taxes | ||||
Loss from continuing operations | (1,672,248) | (694,103) | (4,878,581) | (2,036,518) |
Discontinued operations: | ||||
Gain (loss) from discontinued operations | (142,380) | (5,929,068) | ||
Gain from sale of discontinued operations | 102,023 | 102,023 | ||
Total gain (loss) from discontinued operations | 244,403 | (5,827,045) | ||
Net loss | $ (1,427,845) | $ (694,103) | $ (10,705,626) | $ (2,036,518) |
Loss per common share, basic and diluted | ||||
Loss from continuing operations | $ (0.13) | $ (0.07) | $ (0.44) | $ (0.22) |
Gain (loss) from discontinued operations : | ||||
Gain (loss) from discontinued operations | 0.01 | 0 | (0.54) | 0 |
Gain from sale of discontinued operations | 0.01 | 0 | 0.01 | 0 |
Total Losses | $ (0.11) | $ (0.07) | $ (0.97) | $ (0.22) |
Weighted average common shares outstanding - basic and diluted | 12,804,879 | 10,300,000 | 11,028,755 | 9,265,489 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,705,626) | $ (2,036,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 520,249 | 837,500 |
Amortization of prepaid stock based expenses | 246,521 | |
Impairment expense | 6,094,760 | |
Gain on sale of business | (102,023) | |
Gain on extinguishment of liabilities | 245,256 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (733,496) | (239,206) |
Reclamation bond deposit | (27,882) | (16,684) |
Accounts payable | 282,520 | 21,768 |
Accounts payable - related parties | (40,035) | |
Accrued liabilities | 381,827 | |
NET CASH USED IN OPERATING ACTIVITIES | (4,288,406) | (1,473,175) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net proceeds received from sale of business | 326,404 | |
Acquisition of mineral rights | (20,479) | (288,917) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 305,925 | (288,917) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of note payable - related party | (285,000) | |
Repayments to related party for advances | (123,624) | |
Issuance of preferred stock, net of issuance cost | 10,865,826 | |
Issuance of common stock | 2,590,004 | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,590,004 | 10,457,202 |
NET (DECREASE) INCREASE IN CASH | (1,392,477) | 8,695,110 |
CASH - beginning of period | 6,820,623 | 305,661 |
CASH - end of period | 5,428,146 | 9,000,771 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | 4,242 | |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for the acquisition of mineral rights | 35,850 | 555,000 |
Grant of stock options for the acquisition of mineral rights | 184,968 | |
Issuance of common stock for accrued services | 137,500 | |
Issuance of common stock for prepaid services | $ 280,825 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Oct. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Organization U.S. Gold Corp., formerly known as Dataram Corporation (the “Company”), was incorporated under the laws of the State of Nevada and was originally incorporated in the State of New Jersey in 1967. Effective June 26, 2017, the Company changed its legal 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 business of the Company. The financial statements are those of Gold King (the accounting acquirer) prior to the merger and include the activity of Dataram Corporation (the legal acquirer) from the date of the merger. Gold King is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada and Wyoming. None of the Company’s properties contain proven and probable reserves and all of the Company’s activities on all of its properties are exploratory in nature. On May 3, 2017, the Company filed a certificate of amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one for four basis. All share and per share values of the Company’s common stock for all periods presented in the accompanying unaudited condensed consolidated financial statements are retroactively restated for the effect of the reverse stock split in accordance with Staff Accounting Bulletin 4C. Recent developments- Acquisition and Disposition On June 13, 2016, Gold King, a private Nevada corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, the Company’s wholly-owned Subsidiaries, Dataram Acquisition Sub, Inc., a Nevada corporation (“Acquisition Sub”), and all of the principal shareholders of Gold King (the “Gold King Shareholders”). Upon closing of the transactions contemplated under the Merger Agreement (the “Merger”), Gold King merged with and into Acquisition Sub with Gold King as the surviving corporation and became a wholly-owned subsidiary of the Company. On May 23, 2017, the Company closed the Merger with Gold King. The Merger has constituted a change of control or change in control, the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to Gold King shares of common stock which represented approximately 90% of the combined company. On July 31, 2017, the Company’s Board of Directors, or Board, reviewed and approved the recommendation of management to consider strategic options for Dataram Corporation’s legacy business (“Dataram Memory”) including the sale of the business, within the next 12 months. In approving the recommendation and adopting a formal plan, the Board retained the right to review all offers received and final approval on any sale of the business. As such, the legacy business activities were re-classed and reported as part of “discontinued operations”. Prior to the sale of Dataram Memory business, assets and liabilities were reflected on the balance sheet as “held for sale”. On October 13, 2017, the Company sold the Dataram Memory business for a purchase price of $900,000 (see Note 4). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Liquidity The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes the unaudited condensed consolidated financial statements and present the consolidated financial statements of the Company and its wholly-owned subsidiaries as of October 31, 2017. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended April 30, 2017, which are contained elsewhere in the Form 8-K/A filed on July 31, 2017. The consolidated balance sheet as of April 30, 2017 was derived from those financial statements. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year ended April 30, 2018. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss and used cash in its operations of approximately $10.7 million and $4.3 million, respectively, for the six months ended October 31, 2017. Additionally, the Company had an accumulated deficit of approximately $15.3 million at October 31, 2017. The Company took steps to mitigate these factors by completing private placements to several investors for the sale of the Company’s Series B and Series C Convertible Preferred Stock for aggregate net proceeds of approximately $10.9 million between July 2016 and October 2016 and net proceeds from sale of the Company’s common stock of approximately $2.6 million between July 2017 and October 2017. The Company is anticipating raising additional capital but there can be no assurance that it will be able to do so or if the terms will be favorable. The above steps substantially lowered the Company’s potential cash exposure. Additionally, the Company is able to control cash spending on its exploration activities. As a result, as of the date of the issuance of these financial statements, the Company believes its current cash position and plans have alleviated substantial doubt about its ability to sustain operations for at least one year from the issuance of these condensed unaudited consolidated financial statements. Use of Estimates and Assumptions In preparing the unaudited condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to valuation of mineral rights, stock-based compensation, the fair value of common stock issued and the valuation of deferred tax assets and liabilities. Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with accounting principles generally accepted in the United States of America that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the condensed consolidated balance sheets for cash, prepaid expense and other current assets – current, accounts payable, and accrued liabilities, approximate their estimated fair values based on the short-term maturity of these instruments. Goodwill and other intangible assets In accordance with ASC 350-30-65, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the six months ended October 31, 2017, the Company determined that the carrying value of Goodwill (see Note 4) exceeded its fair value, which triggered an impairment analysis. The Company recorded a goodwill impairment expense of $6,094,760 during the six months ended October 31, 2017. Mineral Rights Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of long-lived assets”, and evaluates its carrying value under ASC 930-360, “Extractive Activities - Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both: ● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities relate to Dataram Memory and involve delivering or producing goods and is included as part of discontinued operations. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale in accordance with the Revenue Recognition – Right of Return Topic of the FASB ASC. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation’ (“ASC 718”) which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505, “Equity – Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain. Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company early adopted this ASU on May 1, 2017, and expects that the adoption of this ASU could have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”. The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Mineral Rights
Mineral Rights | 6 Months Ended |
Oct. 31, 2017 | |
Mineral Rights | |
Mineral Rights | NOTE 3 — MINERAL RIGHTS Copper King Project The mineral properties consist of the Copper King gold and copper development project located in the Silver Crown Mining District of southeast Wyoming (the “Copper King Project”) and certain unpatented mining claims in Meagher County, Montana. On July 2, 2014, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) whereby the Company acquired certain mining leases and other mineral rights comprising the Copper King project and certain unpatented mining claims located in Montana. Pursuant to the Asset Purchase Agreement, the purchase price was (a) cash payment in the amount of $1.5 million and (b) closing shares calculated at 50% of the issued and outstanding shares of the Company’s common stock and valued at $1.5 million. In accordance with ASC 360-10, “Property, Plant, and Equipment”, assets are recognized based on their cost to the acquiring entity, which generally includes the transaction costs of the asset acquisition. Accordingly, the Company recorded a total cost of the acquired mineral properties of $3,091,738 which includes the purchase price ($3,000,000) and related transaction cost. Keystone Project The Company, through its wholly-owned subsidiary, U.S. Gold Acquisition Corp., acquired the mining claims comprising the Keystone Project on May 27, 2016 from Nevada Gold Ventures, LLC (“Nevada Gold”) and Americas Gold Exploration, Inc. (collectively, the “Sellers”) under the terms of a Purchase and Sale Agreement (the “Purchase and Sale Agreement”). At the time of purchase, the Keystone Project consisted of 284 unpatented lode mining claims situated in Eureka County, Nevada. The purchase price for the Keystone Property consisted of the following: (a) cash payment in the amount of $250,000, (b) the closing shares which is equivalent to 462,500 shares of the Company’s common stock and (c) an aggregate of 231,458 five-year options to purchase shares of the Company’s common stock at an exercise price of $3.60 per share. The Company valued the common shares at the fair value of $555,000 or $1.20 per common share based on the contemporaneous sale of its preferred stock in a private placement at $0.10 per common share. The options were valued at $184,968. The options shall vest over a period of two years whereby 1/24 of the options shall vest and become exercisable each month for the next 24 months. The options are non-forfeitable and are not subject to obligations or service requirements. Accordingly, the Company recorded a total cost of the acquired mineral properties of $1,028,885 which includes the purchase price ($989,968) and related transaction cost ($38,917). Some of the Keystone claims are subject to pre-existing net smelter royalty (“NSR”) obligations. In addition, under the terms of the Purchase and Sale Agreement, Nevada Gold retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. Under the terms of the Purchase and Sale Agreement, the Company may buy down one percent (1%) of the royalty from Nevada Gold at any time through the fifth anniversary of the closing date for $2,000,000. In addition, the Company may buy down an additional one percent (1%) of the royalty anytime through the eighth anniversary of the closing date for $5,000,000. In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Company’s wholly-owned subsidiary, U.S. Gold Acquisition Corporation, a Nevada corporation (“Buyer”) pursuant to which Nevada Gold sold and the Buyer purchased all right, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada. The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 15,000 shares of common stock of the Company which were issued in August 2017 (see Note 6). Mr. David Mathewson, the Company’s Chief Geologist, is a member of Nevada Gold. As of the date of these unaudited condensed consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition costs and exploration costs. Mineral properties consisted of the following: October 31, 2017 April 30, 2017 Copper King project $ 3,091,738 $ 3,091,738 Keystone project 1,028,885 1,028,885 Gold Bar North project 56,329 - Total $ 4,176,952 $ 4,120,623 |
Acquisition and Disposition
Acquisition and Disposition | 6 Months Ended |
Oct. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisition and Disposition | NOTE 4 — ACQUISITION AND DISPOSITION On May 23, 2017, the Company closed the Merger with Gold King. Pursuant to the terms of the Merger Agreement and as consideration for the acquisition of Gold King, on the closing date, 2,446,433 shares of the Company’s common stock, par value $0.001 per share, were issued to holders of Gold King’s common stock, Series A Preferred Stock, Series B Preferred Stock and certain incoming officers. In addition, 45,000.18 shares of the Company’s newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), convertible into an aggregate of 4,500,180 shares of the Company’s common stock that were issued to Copper King, 45,500.18 shares of Series C Preferred Stock were issued to Copper King upon closing and 4,500.01 shares of Series C Preferred Stock were to be held in escrow pursuant to the terms of an escrow agreement and 4,523,589 shares of the Company’s common stock and warrants to purchase up to 452,359 shares of the Company’s common stock were issued to the holders of Gold King’s Series C Preferred Stock. Additionally, 231,458 of the Company’s stock options were issued to the holders of Gold King’s outstanding stock options issued in connection with the closing of the acquisition of the Keystone Project. As a result of the Merger, for financial statement reporting purposes, the business combination between the Company and Gold King has been treated as a reverse acquisition and recapitalization with Gold King deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. At the time of the Merger, both the Company and Gold King have their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Merger are those of the Gold King and are recorded at the historical cost basis of the Company. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Gold King which are recorded at historical cost. The Company’s assets and liabilities were recorded at their fair values as of the date of the Merger and the results of operations of the Company are consolidated with results of operations of Gold King starting on the date of the Merger. The Company is deemed to have issued 1,204,667 shares of common stock which represents the outstanding common stock of the Company prior to the closing of the Merger. The Company accounted for the value under ASC 805-50-30-2 “Business Combinations” whereby if the consideration is not in the form of cash, the measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and thus more reliably measurable. The Company deemed that the fair value of the consideration given was $4.70 per share based on the quoted trading price on the date of the Merger amounting to $5,661,935 which is more clearly evident and more reliable measurement basis. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. As a result of the reverse merger, the total purchase consideration exceeded the net assets acquired. The Company recorded $6,094,760 of goodwill at the time of the merger. None of the goodwill recognized is expected to be deductible for income tax purposes. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date: The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $255,555) $ 3,063,059 Other assets 45,984 Goodwill 6,094,760 Liabilities assumed (including a note payable – credit line of $1,096,504) (3,541,868 ) Net purchase price $ 5,661,935 During the six months ended October 31, 2017, the Company recorded an impairment loss of $6,094,760 as the Company determined that the carrying value of the goodwill is not recoverable. The Company has determined that if the business combination would have occurred on the first day of the reporting period there would not have been a material change to the continuing operations of the financial statements presented. In June 2017, subsequent to the Merger, the Company decided to discontinue its memory product business. The Company sold the Dataram Memory business on October 13, 2017 for a purchase price of $900,000. The Company will focus its activities on its gold and precious metal exploration business. During the six months ended October 31, 2017, the Company has received net proceeds from the sale of Dataram Memory business of $326,404 after payment of fees related to the sale such as legal and commission expenses aggregating to $201,510. Following the payment of these related fees, the Company has reserved $167,342 for payment of obligations included in accrued liabilities and $204,744 for the payment of distribution payable and have been reflected in the unaudited condensed consolidated financial statement as assets of discontinued operations of $372,086 as of October 31, 2017 as reflected in the table below. During the six months ended October 31, 2017, the Company recognized a gain on extinguishment of liabilities of $245,256 which is included in the loss from discontinued operations as the Company has settled the distribution payable less than the liability originally estimated at $500,000. Consequently, the Company recorded distribution payable of $254,744 and has been included in liabilities of discontinued operations as of October 31, 2017. Additionally, during the six months ended October 31, 2017, the Company recognized gain from sale of discontinued operations of $102,023 related to the sale of the Dataram Memory business on October 13, 2017. The remaining assets and liabilities of held for sale operations are presented in the unaudited condensed balance sheets under the caption “Liabilities of discontinued operations” and relates to the operations of the memory product business. The carrying amounts of the major classes of these liabilities as of October 31, 2017 are summarized as follows: October 31, 2017 Assets: Escrow receivable $ 372,086 Assets of discontinued operations $ 372,086 Liabilities: Distribution payable $ 254,744 Liabilities of discontinued operations $ 254,744 Credit Facility The Company had a financing agreement (the “Financing Agreement”) with Rosenthal & Rosenthal, Inc. that provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The Financing Agreement renewal date was August 31, 2017 and will renew from year to year unless such Financing Agreement is terminated as set forth in the loan agreement. The amount outstanding under the Financing Agreement bore interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the “Effective Rate”) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The Financing Agreement contained other financial and restrictive covenants, including, among others, covenants limiting the Company’s ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. The Financing Agreement provided for advances against eligible accounts receivable and inventory balances based on prescribed formulas of raw materials and finished goods. On October 13, 2017, upon the sale of the Dataram Memory business, the buyer assumed the obligation under this Financing Agreement, therefore, liabilities related to this financing agreement was $0 as of October 31, 2017. The following table sets forth for the six months ended October 31, 2017, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to October 31, 2017. October 31, 2017 Revenues $ 7,885,310 Cost of sales 6,653,363 Gross profit 1,231,947 Operating and other non-operating expenses (including impairment charge of 6,094,760) (7,406,271 ) Gain from extinguishment of liabilities 245,256 Gain from sale of discontinued operations 102,023 Loss from discontinued operations $ (5,827,045 ) The following table sets forth for the three months ended October 31, 2017, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to October 31, 2017. October 31, 2017 Revenues $ 3,522,258 Cost of sales 3,239,915 Gross profit 282,343 Operating and other non-operating expenses (385,219 ) Gain from extinguishment of liabilities 245,256 Gain from sale of discontinued operations 102,023 Gain from discontinued operations $ 244,403 The following table sets forth for the three and six months ended October 31, 2017, indicated selected financial data of the Company’s gain from sale of the Dataram Memory business. Total consideration $ 900,000 Direct legal and sales commission expenses related to the sale (201,510 ) Estimated Dataram’s accrued expenses to be deducted from the sales proceeds (167,342 ) Total carrying value of Dataram Memory business on date of sale * (429,125 ) Net gain from sale of Dataram Memory business $ 102,023 Current assets $ 3,271,426 Other assets 33,320 Current liabilities (2,866,660 ) Liabilities – long term (8,961 ) * Total carrying value of Dataram Memory business on date of sale $ 429,125 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Oct. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Accounts payable to related party as of October 31, 2017 and April 30, 2017 was $2,431, and was reflected as accounts payable – related party in the accompanying unaudited condensed consolidated balance sheets. The related party is the managing partner of Copper King LLC who was a principal stockholder of Gold King. In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Buyer pursuant to which the Seller sold and the Buyer purchased all right, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada (see Note 3). The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 15,000 shares of common stock of the Company which were issued in August 2017. Mr. David Mathewson, the Company’s Chief Geologist is a member of Nevada Gold. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 6 — STOCKHOLDERS’ EQUITY On May 3, 2017, the Company filed a certificate of amendment to its Articles of Incorporation, as amended with the Secretary of State of the State of Nevada in order to (i) effectuate a reverse stock split of the Company’s issued and outstanding common stock on a one (1) for four (4) basis and (ii) increase the Company’s authorized number of shares of common stock and preferred stock to 200,000,000 shares from 54,000,000 shares and 50,000,000 shares from 5,000,000 shares, respectively. In August 2017, the Company’s Board of Directors approved the Company’s 2017 Equity Incentive Plan including the reservation of 1,650,000 shares of common stock thereunder. Series C Convertible Preferred Stock In May 2017, the Company designated 45,002 shares as Series C Preferred Stock, par value $0.001 per share. Each share of Series C Preferred Stock is convertible into shares of the Company’s common stock with a stated value of $1,000 per share and conversion price of $1.00 per share of common stock, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The holders of the Series C Preferred Stock shall not possess any voting rights. The Series C Preferred Stock does not contain any redemption provision. The Series C Preferred Stock are entitled to a liquidation preference equal to the par value of $0.001, prior to any payments to holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of preferred shares should receive preferential payment with respect to such distribution and (ii) the common stock. Common Stock In connection with the Merger, the Company is deemed to have issued 1,204,667 shares of common stock which represents the outstanding common shares of the Company prior to the closing of the Merger (see Note 4). On May 18, 2016, the Company issued 125,000 shares of the Company’s common stock to a consultant in connection with a one year consulting agreement. The Company valued these common shares at the fair value of $150,000 or $1.20 per common share based on the sale of its preferred stock in a private placement at $0.10 per common share. In connection with the issuance of these common shares, the Company recorded stock based compensation of $12,500 (amortization of prepaid stock based expense balance as of April 30, 2017) for the six months ended October 31, 2017. In May 2017, in connection with the Merger (see Note 4), the Company issued 37,879 shares of the Company’s common stock having a fair value of $100,000 to the Chief Geologist for services rendered to the Company from June 2016 to January 2017 pursuant to his employment agreement with the Company’s wholly-owned subsidiary Gold King. Additionally, in August 2017, the Company issued 29,412 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from February 2017 to July 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $75,000 or $2.55 per common share based on the quoted trading price on the date of grant and reduced accrued salaries by $137,500 as of October 31, 2017 and recognized stock based compensation of $37,500 for services rendered between May 2017 to July 2017. In July 2017, the Company sold 179,211 shares of its common stock at $2.79 per common share for proceeds of approximately $500,000. Additionally, in October 2017, pursuant to an underwriting agreement, the Company sold 1,388,889 shares of its common stock at $1.80 per share to an underwriter for net proceeds of approximately $2,090,000 after payment of underwriting discounts, commissions and related offering expenses and legal fees of approximately $410,000. Between May 2017 and September 2017, the Company issued 4,050,162 shares of the Company’s common stock in exchange for the conversion of 40,500 shares of the Company’s Series C Preferred Stock. In August 2017, the Company issued an aggregate of 195,525 shares of the Company’s common stock to officers and employees of the Company for services rendered. The Company valued these common shares at the fair value of $467,305 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $467,305 during the six months ended October 31, 2017. In August 2017, the Company issued an aggregate of 6,462 shares of the Company’s common stock to five directors of the Company for services rendered. The Company valued these common shares at the fair value of $15,444 or $2.39 per common share based on the quoted trading price on the date of grant and recognized stock based compensation of $15,444 during the six months ended October 31, 2017. In August 2017, the Company issued an aggregate of 117,500 shares of the Company’s common stock to four consultants pursuant to consulting agreements related to investor relations and business advisory services. The term of the consulting agreements ranged from 3 months to 12 months. The Company valued these common shares at the fair value of $280,825 or $2.39 per common share based on the quoted trading price on the date of grant. The Company recognized stock based compensation of $234,021 and prepaid expenses of $46,804 at October 31, 2017 to be amortized over the term of its respective consulting agreements. In August 2017, the Company closed on a transaction under a purchase and sale agreement executed in June 2017 with Nevada Gold and the Buyer pursuant to which Nevada Gold sold and the Buyer purchased all right, title and interest in the Gold Bar North Property, a gold development project located in Eureka County, Nevada (see Note 3). The purchase price for the Gold Bar North Property was: (a) cash payment in the amount of $20,479 which was paid in August 2017 and (b) 15,000 shares of common stock of the Company which were issued in August 2017. The Company valued these common shares at the fair value of $35,850 or $2.39 per common share based on the quoted trading price on the date of grant. Mr. David Mathewson, the Company’s Chief Geologist, is a member of Nevada Gold. Stock Options A summary of the Company’s outstanding stock options as of October 31, 2017 and changes during the period then ended are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2017 (see Note 4) 231,458 $ 3.60 4.01 Granted — — — Exercised — — — Forfeited — — — Cancelled — — — Balance at October 31, 2017 231,458 3.60 3.57 Options exercisable at end of period 163,950 $ 3.60 Options expected to vest 67,508 $ 3.60 Weighted average fair value of options granted during the period $ — The 67,508 options are expected to vest over the next 7 months. There was $0 intrinsic value as of October 31, 2017. Stock Warrants A summary of the Company’s outstanding stock warrants as of October 31, 2017 and changes during the period then ended are presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2017 (see Note 4) 452,359 $ 2.64 4.23 Recapitalization on May 23, 2017 33,415 32.61 0.90 Granted — — — Exercised — — — Forfeited — — — Cancelled — — — Balance at October 31, 2017 485,774 4.70 3.55 Warrants exercisable at end of period 485,774 $ 4.70 Warrants expected to vest — $ — Weighted average fair value of warrants granted during the period $ — |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | NOTE 7 — NET LOSS PER COMMON SHARE Net loss per common share is calculated in accordance with ASC 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, by the weighted average number of shares of common stock outstanding during the period. The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded. October 31, 2017 October 31, 2016 Common stock equivalents: Stock options 231,458 231,458 Stock warrants 485,774 - Convertible preferred stock 450,000 10,573,603 Total 1,167,232 10,805,061 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Oct. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 — COMMITMENTS AND CONTINGENCIES Mining Leases The Copper King property position consists of two State of Wyoming Metallic and Non-metallic Rocks and Minerals Mining Leases. These leases were assigned to the Company in July 2014 through the acquisition of the Copper King project. The Company’s rights to the Copper King Project arise under two State of Wyoming mineral leases: 1) State of Wyoming Mining Lease No. 0-40828 consisting of 640 acres. 2) State of Wyoming Mining Lease No. 0-40858 consisting of 480 acres. Lease 0-40828 was renewed in February 2013 for a second ten-year term and Lease 0-40858 was renewed for its second ten-year term in February 2014. Each lease requires an annual payment of $2.00 per acre. In connection with the Wyoming Mining Leases, the following production royalties must be paid to the State of Wyoming, although once the project is in operation, the Board of Land Commissioners has the authority to reduce the royalty payable to the State: FOB Mine Value per Ton Percentage Royalty $00.00 to $50.00 5 % $50.01 to $100.00 7 % $100.01 to $150.00 9 % $150.01 and up 10 % The future minimum lease payments under these mining leases are as follows: 2018 $ 2,240 2019 2,240 2020 2,240 2021 2,240 2022 2,240 Thereafter 3,200 $ 14,400 The Company may renew the lease for a third ten-year term which will require an annual payment of $3.00 per acre and then $4.00 per acre thereafter. Executive Employment Agreements On April 12, 2016, the Company entered into an employment agreement with its Chief Executive Officer, Mr. Edward Karr. The initial term of the agreement is for two years ending on April 30, 2018, with automatic renewals for successive one year terms unless terminated by written notice at least 90 days prior to the expiration of the term. Mr. Karr is to receive a base salary of $250,000 per year. The agreement calls for a bonus of $250,000 to be awarded upon meeting a certain milestone goal which is concluding a financing of at least $10,000,000, a minimum of $2,500,000 of which must come from foreign investors. The bonus may be paid in cash, stock, or a combination thereof in the discretion of the board. Any bonus for a calendar year shall be subject to Mr. Karr’s continued employment with the Company through the end of the calendar year in which it is earned and shall be paid after the conclusion of the calendar year in accordance with the Company’s regular bonus payment policies in the year following the year with respect to which the bonus relates, and in any case not later than two and one half (2-1/2) months following the end of the year with respect to which a bonus is earned. The Company’s Chief Financial Officer, Mr. David Rector, is employed under an executive employment agreement dated Apri1 14, 2016. The initial term of the Agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term. Mr. Rector is to receive a base salary of $15,000 per month. The agreement calls for a bonus in an amount up to the amount of the base salary, to be awarded in the discretion of the board of directors and to be paid in cash, stock, or a combination thereof in the discretion of the board. On June 27, 2016, the Company entered into an employment agreement with its Chief Geologist, Mr. David Mathewson. The initial term of the Agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term by either party. Mr. Mathewson is to receive a base salary of $200,000 per year. The base salary shall be payable as follows: (a) 25% of the base salary shall be payable in equal monthly cash installments and (b) the remaining 75% of the base salary shall be payable in equal monthly installments in the form of common stock of the Company. Each installment of common stock shall be issued on the first business day of the months and shall be valued at the market price on the trading day immediately prior to the date of issuance. Market price is the closing bid price on the principal securities exchange or trading market. Mr. Mathewson shall be entitled to receive bonus to be paid in cash, stock, or a combination thereof and equity awards. Separation Agreements On June 8, 2017, the Company and David A. Moylan, the Company’s former President and Chief Executive Officer, entered into a separation agreement (the “Moylan Separation Agreement”). Mr. Moylan resigned as Chairman of the Board of Directors and as the President and Chief Executive Officer of the Company on May 23, 2017 in connection with the closing of the transactions contemplated by the Merger Agreement and Merger (see Note 4). Under the terms of the Moylan Separation Agreement, Mr. Moylan received a severance payment of an aggregate of $494,227. Unless revoked, the Moylan Separation Agreement became effective eight days following execution. Such severance payment is the sole and exclusive payment by the Company and is in lieu of any and all payments or obligations, including any separation payments under prior agreements between Mr. Moylan and the Company. Also as set forth in the Moylan Separation Agreement, Mr. Moylan will, until terminated by the Company’s Board of Directors at its sole option with two weeks’ notice, serve as the President and Chief Executive Officer of Dataram Memory for a monthly fee of $19,667, payable 90% in common stock of the Company and 10% in cash and provide general consulting and support services to the Company. Mr. Moylan no longer serves in any capacity with the Company or its subsidiaries effective October 31, 2017 On June 6, 2017, Anthony Lougee resigned as Chief Financial Officer of the Company pursuant to a Change in Control and Severance Agreement by and between the Company and Mr. Lougee dated July 31, 2015 (the “Lougee Severance Agreement”). Mr. Lougee’s decision to resign did not result from any disagreement with the Company, the Company’s management or the Board of Directors. On June 8, 2017, the Company entered into a separation agreement with Mr. Lougee (the “Lougee Separation Agreement”). Under the terms of the Lougee Separation Agreement, Mr. Lougee received a severance payment of an aggregate of $221,718. Unless revoked, the Lougee Separation Agreement became effective eight days following execution. Such severance payment is the sole and exclusive payment by the Company and is in lieu of any and all payments or obligations, including any separation payments under prior agreements between Mr. Lougee and the Company, including the Lougee Severance Agreement. Subsequent to the Merger, on June 8, 2017, the Company reappointed Mr. Lougee to serve as our Chief Financial Officer and as the Chief Financial Officer of Dataram Memory and entered into an amended and restated offer letter agreement which was accepted (the “Employment Agreement”). Mr. Lougee’s compensation remained the same as his compensation immediately prior to his resignation: a base salary of $144,000 with additional monthly cash payments of $2,500 through the earliest to occur of (i) his resignation or removal as Chief Financial Officer of the Company or of Dataram Memory or (ii) November 23, 2017. He shall also receive a monthly award of 500 shares of restricted common stock. Mr. Lougee’s employment is on an at-will basis and may be terminated without notice at any time by Mr. Lougee or the Board of Directors. The Employment Agreement canceled and superseded the Lougee Severance Agreement, the offer letter agreement by and between the Company and Mr. Lougee dated July 31, 2015 and the incentive agreement by and between the Company and Mr. Lougee dated February 7, 2017. Effective October 17, 2017, Mr. Lougee resigned as the Company’s Chief Financial Officer. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Oct. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS On November 10, 2017, the Company appointed Andrew Kaplan as a director of the Company. Mr. Kaplan shall receive the Company’s equity award for new independent directors of 12,000 shares of the Company’s common stock as compensation, which shall vest in 24 equal monthly installments over a two year period, beginning on the one month anniversary of the date of issuance. Mr. Kaplan was appointed to the Nominating and Governance Committee, Audit Committee and Compensation Committee of the Board of Directors. On November 16, 2017, the Company issued 21,213 shares of the Company’s common stock to the Chief Geologist for services rendered to the Company from August 2017 to October 2017 pursuant to his employment agreement (see Note 8). The Company valued these common shares at the fair value of $37,500 or $1.76 per common share based on the quoted trading prices on the date of grants and reduced accrued salaries by $37,500. On November 16, 2017, the Company issued an aggregate of 33,681 shares of the Company’s common stock to two former officers of the Company for services rendered. The Company valued these common shares at the fair value of $55,374 or $1.65 per common share based on the quoted trading price on the date of grant and reduced accrued salaries of $55,374. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes the unaudited condensed consolidated financial statements and present the consolidated financial statements of the Company and its wholly-owned subsidiaries as of October 31, 2017. All intercompany transactions and balances have been eliminated. The accounting policies and procedures used in the preparation of these unaudited condensed consolidated financial statements have been derived from the audited financial statements of the Company for the year ended April 30, 2017, which are contained elsewhere in the Form 8-K/A filed on July 31, 2017. The consolidated balance sheet as of April 30, 2017 was derived from those financial statements. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year ended April 30, 2018. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company had a net loss and used cash in its operations of approximately $10.7 million and $4.3 million, respectively, for the six months ended October 31, 2017. Additionally, the Company had an accumulated deficit of approximately $15.3 million at October 31, 2017. The Company took steps to mitigate these factors by completing private placements to several investors for the sale of the Company’s Series B and Series C Convertible Preferred Stock for aggregate net proceeds of approximately $10.9 million between July 2016 and October 2016 and net proceeds from sale of the Company’s common stock of approximately $2.6 million between July 2017 and October 2017. The Company is anticipating raising additional capital but there can be no assurance that it will be able to do so or if the terms will be favorable. The above steps substantially lowered the Company’s potential cash exposure. Additionally, the Company is able to control cash spending on its exploration activities. As a result, as of the date of the issuance of these financial statements, the Company believes its current cash position and plans have alleviated substantial doubt about its ability to sustain operations for at least one year from the issuance of these condensed unaudited consolidated financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions In preparing the unaudited condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to valuation of mineral rights, stock-based compensation, the fair value of common stock issued and the valuation of deferred tax assets and liabilities. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted Accounting Standards Codification (“ASC”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied in accordance with accounting principles generally accepted in the United States of America that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the condensed consolidated balance sheets for cash, prepaid expense and other current assets – current, accounts payable, and accrued liabilities, approximate their estimated fair values based on the short-term maturity of these instruments. |
Goodwill and Other Intangible Assets | Goodwill and other intangible assets In accordance with ASC 350-30-65, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following: 1. Significant underperformance relative to expected historical or projected future operating results; 2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and 3. Significant negative industry or economic trends. When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. |
Impairment of Long-lived Assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. During the six months ended October 31, 2017, the Company determined that the carrying value of Goodwill (see Note 4) exceeded its fair value, which triggered an impairment analysis. The Company recorded a goodwill impairment expense of $6,094,760 during the six months ended October 31, 2017. |
Mineral Rights | Mineral Rights Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10, “Impairment of long-lived assets”, and evaluates its carrying value under ASC 930-360, “Extractive Activities - Mining”, annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805 provides that in measuring the fair value of mineral assets, an acquirer should take into account both: ● The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ● The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. |
Revenue Recognition | Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Company’s revenue earning activities relate to Dataram Memory and involve delivering or producing goods and is included as part of discontinued operations. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale in accordance with the Revenue Recognition – Right of Return Topic of the FASB ASC. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. |
Share-Based Compensation | Share-Based Compensation Share-based compensation is accounted for based on the requirements of ASC 718, “Compensation – Stock Compensation’ (“ASC 718”) which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505, “Equity – Equity Based Payments to Non-Employees” (“ASC 505-50”), for share-based payments to consultants and other third-parties, compensation expense is determined at the measurement date which is the grant date. Until the measurement date is reached, the total amount of compensation expense remains uncertain. |
Income Taxes | Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company early adopted this ASU on May 1, 2017, and expects that the adoption of this ASU could have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”. The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Mineral Rights (Tables)
Mineral Rights (Tables) | 6 Months Ended |
Oct. 31, 2017 | |
Mineral Rights | |
Schedule of Mineral Properties | Mineral properties consisted of the following: October 31, 2017 April 30, 2017 Copper King project $ 3,091,738 $ 3,091,738 Keystone project 1,028,885 1,028,885 Gold Bar North project 56,329 - Total $ 4,176,952 $ 4,120,623 |
Acquisition and Disposition (Ta
Acquisition and Disposition (Tables) | 6 Months Ended |
Oct. 31, 2017 | |
Schedule of Liabilities of Discontinued Operation | The carrying amounts of the major classes of these liabilities as of October 31, 2017 are summarized as follows: October 31, 2017 Assets: Escrow receivable $ 372,086 Assets of discontinued operations $ 372,086 Liabilities: Distribution payable $ 254,744 Liabilities of discontinued operations $ 254,744 |
Schedule of Discontinued Operation | The following table sets forth for the six months ended October 31, 2017, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to October 31, 2017. October 31, 2017 Revenues $ 7,885,310 Cost of sales 6,653,363 Gross profit 1,231,947 Operating and other non-operating expenses (including impairment charge of 6,094,760) (7,406,271 ) Gain from extinguishment of liabilities 245,256 Gain from sale of discontinued operations 102,023 Loss from discontinued operations $ (5,827,045 ) The following table sets forth for the three months ended October 31, 2017, indicated selected financial data of the Company’s discontinued operations of its memory product business from the date of merger to October 31, 2017. October 31, 2017 Revenues $ 3,522,258 Cost of sales 3,239,915 Gross profit 282,343 Operating and other non-operating expenses (385,219 ) Gain from extinguishment of liabilities 245,256 Gain from sale of discontinued operations 102,023 Gain from discontinued operations $ 244,403 |
Gold King [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | The net purchase price paid by the Company was allocated to assets acquired and liabilities assumed on the records of the Company as follows: Current assets (including cash of $255,555) $ 3,063,059 Other assets 45,984 Goodwill 6,094,760 Liabilities assumed (including a note payable – credit line of $1,096,504) (3,541,868 ) Net purchase price $ 5,661,935 |
Dataram Memory [Member] | |
Schedule of Selected Financial Data of the Company's Gain from Sale | The following table sets forth for the three and six months ended October 31, 2017, indicated selected financial data of the Company’s gain from sale of the Dataram Memory business. Total consideration $ 900,000 Direct legal and sales commission expenses related to the sale (201,510 ) Estimated Dataram’s accrued expenses to be deducted from the sales proceeds (167,342 ) Total carrying value of Dataram Memory business on date of sale * (429,125 ) Net gain from sale of Dataram Memory business $ 102,023 Current assets $ 3,271,426 Other assets 33,320 Current liabilities (2,866,660 ) Liabilities – long term (8,961 ) * Total carrying value of Dataram Memory business on date of sale $ 429,125 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Oct. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | A summary of the Company’s outstanding stock options as of October 31, 2017 and changes during the period then ended are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2017 (see Note 4) 231,458 $ 3.60 4.01 Granted — — — Exercised — — — Forfeited — — — Cancelled — — — Balance at October 31, 2017 231,458 3.60 3.57 Options exercisable at end of period 163,950 $ 3.60 Options expected to vest 67,508 $ 3.60 Weighted average fair value of options granted during the period $ — |
Schedule of Stock Warrant Activity | A summary of the Company’s outstanding stock warrants as of October 31, 2017 and changes during the period then ended are presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at April 30, 2017 (see Note 4) 452,359 $ 2.64 4.23 Recapitalization on May 23, 2017 33,415 32.61 0.90 Granted — — — Exercised — — — Forfeited — — — Cancelled — — — Balance at October 31, 2017 485,774 4.70 3.55 Warrants exercisable at end of period 485,774 $ 4.70 Warrants expected to vest — $ — Weighted average fair value of warrants granted during the period $ — |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | October 31, 2017 October 31, 2016 Common stock equivalents: Stock options 231,458 231,458 Stock warrants 485,774 - Convertible preferred stock 450,000 10,573,603 Total 1,167,232 10,805,061 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Oct. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Royalty Payable | FOB Mine Value per Ton Percentage Royalty $00.00 to $50.00 5 % $50.01 to $100.00 7 % $100.01 to $150.00 9 % $150.01 and up 10 % |
Schedule of Future Minimum Lease Payments | The future minimum lease payments under these mining leases are as follows: 2018 $ 2,240 2019 2,240 2020 2,240 2021 2,240 2022 2,240 Thereafter 3,200 $ 14,400 |
Organization and Description 21
Organization and Description of Business (Details Narrative) - USD ($) | Oct. 13, 2017 | May 23, 2017 |
Equity ownership interest rate percent | 90.00% | |
Dataram Memory [Member] | ||
Purchase price | $ 900,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2017 | |
Net loss | $ 1,427,845 | $ 694,103 | $ 10,705,626 | $ 2,036,518 | ||
Net cash used in operation | 4,288,406 | 1,473,175 | ||||
Accumulated deficit | $ 15,275,683 | 15,275,683 | $ 4,570,057 | |||
Net proceeds from sales of common stock | 2,590,004 | |||||
Impairment of goodwill | $ 6,094,760 | |||||
Series B And Series C Convertible Preferred Stock [Member] | ||||||
Proceeds from convertible preferred stock | $ 10,900,000 |
Mineral Rights (Details Narrati
Mineral Rights (Details Narrative) - USD ($) | Aug. 31, 2017 | May 27, 2016 | Jul. 02, 2014 | Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | Apr. 30, 2017 |
Payments to acquire mineral properties | $ 20,479 | $ 288,917 | |||||
Number of options to purchase shares of common stock | 231,458 | 231,458 | |||||
Common shares fair value | $ 14,157 | $ 6,932 | |||||
Common stock value per share | $ 0.001 | $ .001 | |||||
Sale of stock price per share | $ 2.79 | ||||||
Grant of stock options for the acquisition of mineral rights | $ 184,968 | ||||||
Asset Purchase Agreement [Member] | Gold Bar North Property [Member] | |||||||
Payments to acquire mineral properties | $ 20,479 | ||||||
Number of common shares issued for acquisitions | 15,000 | ||||||
Asset Purchase Agreement [Member] | Copper King Project [Member] | |||||||
Payments to acquire mineral properties | $ 1,500,000 | 3,091,738 | |||||
Percentage of issued and outstanding shares | 50.00% | ||||||
Common stock outstanding value | $ 1,500,000 | ||||||
Purchase price and related transaction costs | 3,000,000 | ||||||
Purchase and Sale Agreement [Member] | Keystone Project [Member] | |||||||
Payments to acquire mineral properties | $ 250,000 | (989,968) | |||||
Mineral properties cost | 1,028,885 | ||||||
Purchase price and related transaction costs | (38,917) | ||||||
Number of common shares issued for acquisitions | 462,500 | ||||||
Number of options to purchase shares of common stock | 231,458 | ||||||
Aggregate options term | 5 years | ||||||
Option exercise price per share | $ 3.60 | ||||||
Common shares fair value | $ 555,000 | ||||||
Common stock value per share | $ 1.20 | ||||||
Sale of stock price per share | $ 0.10 | ||||||
Royalty rights description | under the terms of the Purchase and Sale Agreement, Nevada Gold retained additional NSR rights of 0.5% with regard to certain claims and 3.5% with regard to certain other claims. | ||||||
Royalty percentage | 1.00% | ||||||
Royalty revenue | $ 2,000,000 | ||||||
Purchase and Sale Agreement [Member] | Keystone Project [Member] | Eight Anniversary of Closing Date [Member] | |||||||
Royalty percentage | 1.00% | ||||||
Royalty revenue | $ 5,000,000 |
Mineral Rights - Schedule of Mi
Mineral Rights - Schedule of Mineral Properties (Details) - USD ($) | Oct. 31, 2017 | Apr. 30, 2017 |
Total | $ 4,176,952 | $ 4,120,623 |
Copper King Project [Member] | ||
Total | 3,091,738 | 3,091,738 |
Keystone Project [Member] | ||
Total | 1,028,885 | 1,028,885 |
Gold Bar North Project [Member] | ||
Total | $ 56,329 |
Acquisition and Disposition (De
Acquisition and Disposition (Details Narrative) - USD ($) | Oct. 13, 2017 | May 23, 2017 | May 31, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2017 |
Common stock shares outstanding | 14,156,766 | 14,156,766 | 6,932,059 | |||||
Impairment expense | $ 6,094,760 | |||||||
Net proceeds from sales of common stock | 2,590,004 | |||||||
Assets discontinued operations | $ 372,086 | 372,086 | $ 0 | |||||
Gain on extinguishment of liabilities | (245,256) | (245,256) | ||||||
Estimated liability | (3,541,868) | (3,541,868) | ||||||
Distribution payable | 254,744 | 254,744 | ||||||
Gain from sale of discontinued operations | 102,023 | 102,023 | ||||||
Credit Facility [Member] | ||||||||
Estimated liability | $ 500,000 | $ 500,000 | ||||||
Gold King [Member] | ||||||||
Common stock shares outstanding | 1,204,667 | 1,204,667 | ||||||
Acquisition consideration fair value per share | $ 4.70 | |||||||
Quoted trading price on the date of the Merger | $ 5,661,935 | $ 5,661,935 | ||||||
Goodwill | 6,094,760 | 6,094,760 | ||||||
Estimated liability | (3,541,868) | (3,541,868) | ||||||
Dataram Memory [Member] | ||||||||
Purchase price | $ 900,000 | |||||||
Net proceeds from sales of common stock | 326,404 | |||||||
Legal and commission expenses | 201,510 | |||||||
Payment of obligations | 167,342 | |||||||
Payable of escrow deposit | 204,744 | 204,744 | ||||||
Financing Agreement [Member] | Rosenthal & Rosenthal, Inc [Member] | ||||||||
Revolving line of credit maximum borrowing capacity | $ 3,500,000 | $ 3,500,000 | ||||||
Financing Agreement [Member] | Rosenthal & Rosenthal, Inc [Member] | Prime Rate [Member] | ||||||||
Line of credit interest rate, percentage | 3.25% | |||||||
Financing Agreement [Member] | Rosenthal & Rosenthal, Inc [Member] | Effective Rate [Member] | ||||||||
Line of credit interest rate, percentage | 3.00% | |||||||
Financing Agreement [Member] | Dataram Memory [Member] | Rosenthal & Rosenthal, Inc [Member] | ||||||||
Liabilities related to financing agreement | $ 0 | |||||||
Series C Preferred Stock [Member] | Escrow Agreement [Member] | ||||||||
Number of shares held for escrow | 4,500.01 | |||||||
Holders Of Gold King's [Member] | ||||||||
Number of common shares issued for acquisition | 2,446,433 | |||||||
Conversion price per share | $ 0.001 | |||||||
Holders Of Gold King's [Member] | Series C Preferred Stock [Member] | ||||||||
Number of common shares issued for acquisition | 4,523,589 | |||||||
Number of common stock options issued in connection with acquisition | 231,458 | |||||||
Holders Of Gold King's [Member] | Series C Preferred Stock [Member] | Maximum [Member] | ||||||||
Number of warrants issued to purchase common stock | 452,359 | |||||||
Copper King [Member] | Series C Convertible Preferred Stock [Member] | ||||||||
Number of common shares issued for acquisition | 45,500.18 | |||||||
Conversion price per share | $ 0.001 | |||||||
Conversion of stock shares converted | 45,000.18 | |||||||
Number of shares issued for conversion | 4,500,180 |
Acquisition and Disposition - S
Acquisition and Disposition - Schedule of Assets Acquired and Liabilities Assumed (Details) | Oct. 31, 2017USD ($) |
Liabilities assumed (including a note payable - credit line of $1,096,504) | $ (3,541,868) |
Gold King [Member] | |
Current assets (including cash of $255,555) | 3,063,059 |
Other assets | 45,984 |
Goodwill | 6,094,760 |
Liabilities assumed (including a note payable - credit line of $1,096,504) | (3,541,868) |
Net purchase price | 5,661,935 |
Dataram Memory [Member] | |
Current assets (including cash of $255,555) | 3,271,426 |
Other assets | 33,320 |
Current liabilities | (2,866,660) |
Liabilities - long term | (8,961) |
Total carrying value of Dataram Memory business on date of sale | $ 429,125 |
Acquisition and Disposition -27
Acquisition and Disposition - Schedule of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Oct. 31, 2017USD ($) |
Business Combinations [Abstract] | |
Cash | $ 255,555 |
Note payable - credit line | $ 1,096,504 |
Acquisition and Disposition -28
Acquisition and Disposition - Schedule of Liabilities of Discontinued Operation (Details) - USD ($) | Oct. 31, 2017 | Apr. 30, 2017 |
Business Combinations [Abstract] | ||
Escrow receivable | $ 372,086 | |
Assets of discontinued operations | 372,086 | $ 0 |
Distribution payable | 254,744 | |
Liabilities of discontinued operations | $ 254,744 | $ 0 |
Acquisition and Disposition -29
Acquisition and Disposition - Schedule of Discontinued Operation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Business Combinations [Abstract] | ||||
Revenues | $ 3,522,258 | $ 7,885,310 | ||
Cost of sales | 3,239,915 | 6,653,363 | ||
Gross profit | 282,343 | 1,231,947 | ||
Operating and other non-operating expenses (including impairment charge of 6,094,760) | (385,219) | (7,406,271) | ||
Gain from extinguishment of liabilities | 245,256 | 245,256 | ||
Gain from sale of discontinued operations | 102,023 | 102,023 | ||
Gain Loss from discontinued operations | $ 244,403 | $ (5,827,045) |
Acquisition and Disposition -30
Acquisition and Disposition - Schedule of Discontinued Operation (Details) (Parenthetical) | 6 Months Ended |
Oct. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Impairment charge | $ 6,094,760 |
Acquisition and Disposition -31
Acquisition and Disposition - Schedule of Selected Financial Data of the Company's Gain from Sale (Details) - USD ($) | 6 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Net gain from sale of Dataram Memory business | $ 102,023 | |
Dataram Memory [Member] | ||
Total consideration | 90,000 | |
Direct legal and sales commission expenses related to the sale | (201,510) | |
Estimated Dataram's accrued expenses to be deducted from the sales proceeds | (167,342) | |
Total carrying value of Dataram Memory business on date of sale | (429,125) | |
Net gain from sale of Dataram Memory business | $ 102,023 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | ||
Aug. 31, 2017 | Oct. 31, 2017 | Apr. 30, 2017 | |
Accounts payable to related party | $ 2,431 | $ 2,431 | |
Purchase and Sale Agreement [Member] | Nevada Gold [Member] | |||
Payments to acquire business | $ 20,479 | ||
Number of common stock issued during period | 15,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | May 18, 2017 | Aug. 31, 2017 | Jul. 31, 2017 | May 31, 2017 | May 31, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Apr. 30, 2017 |
Reverse stock split | one (1) for four (4) basis | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock shares outstanding | 14,156,766 | 6,932,059 | ||||||
Common stock shares issued | 14,156,766 | 6,932,059 | ||||||
Stock based compensation | $ 520,249 | $ 837,500 | ||||||
Number of common stock shares sold | 179,211 | |||||||
Sale of stock price per share | $ 2.79 | |||||||
Proceeds from sale of common stock | $ 500,000 | |||||||
Stock options expected to vest | 67,508 | |||||||
Stock options intrinsic value | $ 0 | |||||||
Chief Geologist [Member] | ||||||||
Number of shares issued for services rendered | 37,879 | |||||||
Number of shares issued for services rendered, value | $ 100,000 | |||||||
Officers And Employees [Member] | ||||||||
Number of shares issued for services rendered | 195,525 | |||||||
Number of shares issued for services rendered, value | $ 467,305 | |||||||
Shares issued price per share | $ 2.39 | |||||||
Stock based compensation | $ 467,305 | |||||||
Five Directors [Member] | ||||||||
Number of shares issued for services rendered | 6,462 | |||||||
Number of shares issued for services rendered, value | $ 15,444 | |||||||
Shares issued price per share | $ 2.39 | |||||||
Stock based compensation | $ 15,444 | |||||||
Four Consultant [Member] | ||||||||
Number of shares issued for services rendered | 117,500 | |||||||
Number of shares issued for services rendered, value | $ 280,825 | |||||||
Shares issued price per share | $ 2.39 | |||||||
Stock based compensation | $ 234,021 | |||||||
Agreement term range start | 3 months | |||||||
Agreement term range end | 12 months | |||||||
Prepaid expenses | $ 46,804 | |||||||
One Year Consulting Agreement [Member] | ||||||||
Common stock shares issued | 1,204,667 | |||||||
Number of shares issued for services rendered | 125,000 | |||||||
Number of shares issued for services rendered, value | $ 150,000 | |||||||
Shares issued price per share | $ 1.20 | |||||||
Stock based compensation | $ 12,500 | |||||||
Sale of stock price per share | $ 0.10 | |||||||
Employment Agreement [Member] | Chief Geologist [Member] | ||||||||
Number of shares issued for services rendered | 29,412 | |||||||
Number of shares issued for services rendered, value | $ 75,000 | |||||||
Shares issued price per share | $ 2.55 | |||||||
Stock based compensation | 37,500 | |||||||
Reduction in accrued salaries | $ 137,500 | |||||||
Underwriting Agreement [Member] | ||||||||
Number of common stock shares sold | 1,388,889 | |||||||
Sale of stock price per share | $ 1.80 | |||||||
Proceeds from sale of common stock | $ 2,090,000 | |||||||
Legal fees | $ 410,000 | |||||||
Purchase and Sale Agreement [Member] | Nevada Gold [Member] | ||||||||
Shares issued price per share | $ 2.39 | |||||||
Payments to acquire business | $ 20,479 | |||||||
Number of common stock issued during period | 15,000 | |||||||
Number of common stock issued during period, value | $ 35,850 | |||||||
Common Stock [Member] | ||||||||
Preferred stock convertible into shares of common stock | $ 1 | |||||||
Equity Incentive Plan [Member] | ||||||||
Common stock reservation of shares | 1,650,000 | |||||||
Series C Preferred Stock [Member] | ||||||||
Preferred stock, designated shares | 45,002 | 45,002 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock convertible into shares of common stock | 1,000 | |||||||
Preferred stock liquidation preference | $ 0.001 | $ 0.001 | ||||||
Number of common shares issued for conversion of convertible stock | 4,050,162 | |||||||
Series C Preferred Stock [Member] | May 2017 and September 2017 [Member] | ||||||||
Number of common shares issued for conversion of convertible stock | 40,500 | |||||||
Minimum [Member] | ||||||||
Common stock, shares authorized | 54,000,000 | |||||||
Preferred stock, shares authorized | 5,000,000 | |||||||
Maximum [Member] | ||||||||
Common stock, shares authorized | 200,000,000 | |||||||
Preferred stock, shares authorized | 50,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Oct. 31, 2017$ / sharesshares | |
Equity [Abstract] | |
Number of Options Outstanding, Beginning of Period | shares | 231,458 |
Number of Options Granted | shares | |
Number of Options Exercised | shares | |
Number of Options Forfeited | shares | |
Number of Options Cancelled | shares | |
Number of Options Outstanding, End of Period | shares | 231,458 |
Number of Options exercisable at end of period | shares | 163,950 |
Number of Options expected to vest | shares | 67,508 |
Weighted Average Exercise Price Outstanding, Beginning of Period | $ 3.60 |
Weighted Average Exercise Price Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Price Forfeited | |
Weighted Average Exercise Price Cancelled | |
Weighted Average Exercise Price Outstanding, End of Period | 3.60 |
Weighted Average Exercise Price Options exercisable at end of period | 3.60 |
Weighted Average Exercise Price Options expected to vest | 3.60 |
Weighted Average Exercise Price Weighted average fair value of options granted during the period | |
Weighted Average Remaining Contractual Life (Years), Beginning of Period | 4 years 4 days |
Weighted Average Remaining Contractual Life (Years), Ending of Period | 3 years 6 months 25 days |
Stockholders' Equity - Schedu35
Stockholders' Equity - Schedule of Stock Warrant Activity (Details) | 6 Months Ended |
Oct. 31, 2017$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants Outstanding, Beginning of Period | 452,359 |
Recapitalization | 33,415 |
Number of Warrants, Granted | |
Number of Warrants, Exercised | |
Number of Warrants, Forfeited | |
Number of Warrants, Cancelled | |
Number of Warrants Outstanding, End of Period | 485,774 |
Warrants exercisable at end of period | 485,774 |
Warrants expected to vest | |
Weighted Average Exercise Price of Warrants Outstanding, Beginning of Period | $ / shares | $ 2.64 |
Weighted Average Exercise Price Recapitalization | 32.61 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Weighted Average Exercise Price, Cancelled | $ / shares | |
Weighted Average Exercise Price of Warrants Outstanding, End of Period | $ / shares | 4.70 |
Weighted Average Exercise Price, exercisable at end of period | $ / shares | 4.70 |
Weighted Average Exercise Price, expected to vest | $ / shares | |
Weighted average fair value of warrants granted during the period | $ / shares | |
Weighted Average Remaining Contractual Life in Years, Beginning of Period | 4 years 2 months 23 days |
Recapitalization | 10 months 25 days |
Weighted Average Remaining Contractual Life in Years, End of Period | 3 years 6 months 18 days |
Net Loss Per Common Share - Sch
Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 6 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Total | 1,167,232 | 10,805,061 |
Stock Option [Member] | ||
Total | 231,458 | 231,458 |
Stock Warrant [Member] | ||
Total | 485,774 | |
Convertible Preferred Stock [Member] | ||
Total | 450,000 | 10,573,603 |
Commitments and Contingencies37
Commitments and Contingencies (Details Narrative) | Jun. 08, 2017USD ($)shares | Jun. 27, 2016USD ($) | Apr. 14, 2016USD ($) | Apr. 12, 2016USD ($) | Oct. 31, 2017USD ($)a$ / T |
Employment Agreement [Member] | Common Stock [Member] | |||||
Percentage of base salary | 75.00% | ||||
Employment Agreement [Member] | Cash [Member] | |||||
Percentage of base salary | 25.00% | ||||
Employment Agreement [Member] | Foreign Investor [Member] | Minimum [Member] | |||||
Milestone amount | $ 2,500,000 | ||||
Employment Agreement [Member] | Mr. Edward Karr [Member] | |||||
Agreement description | The initial term of the agreement is for two years ending on April 30, 2018, with automatic renewals for successive one year terms unless terminated by written notice at least 90 days prior to the expiration of the term. | ||||
Agreement due date | Apr. 30, 2018 | ||||
Base salary | $ 250,000 | ||||
Bonus awarded | 250,000 | ||||
Milestone amount | $ 10,000,000 | ||||
Employment Agreement [Member] | Mr. David Rector [Member] | |||||
Agreement description | The initial term of the Agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term. | ||||
Base salary | $ 15,000 | ||||
Employment Agreement [Member] | Mr. David Mathewson [Member] | |||||
Agreement description | The initial term of the Agreement is for one year, with automatic renewals for successive one year terms unless terminated by written notice at least 30 days prior to the expiration of the term by either party. | ||||
Base salary | $ 200,000 | ||||
Employment Agreement [Member] | Mr. Lougee [Member] | |||||
Base salary | $ 144,000 | ||||
Monthly cash payments | $ 2,500 | ||||
Restricted shares awarded | shares | 500 | ||||
Moylan Separation Agreement [Member] | |||||
Severance payment | $ 494,227 | ||||
Severance monthly fee | $ 19,667 | ||||
Moylan Separation Agreement [Member] | Common Stock [Member] | |||||
Percentage of severance monthly fee | 90.00% | ||||
Moylan Separation Agreement [Member] | Cash [Member] | |||||
Percentage of severance monthly fee | 10.00% | ||||
Lougee Separation Agreement [Member] | |||||
Severance payment | $ 221,718 | ||||
State Of Wyoming Mining Lease One [Member] | |||||
Area of land | a | 640 | ||||
Lease renewed date | Feb. 28, 2013 | ||||
Lease term | 10 years | ||||
Lease annual payment per acre | $ / T | 2 | ||||
Lease annual payment per acre third ten year term | $ / T | 3 | ||||
Lease annual payment per acre thereafter | $ / T | 4 | ||||
State Of Wyoming Mining Lease Two [Member] | |||||
Area of land | a | 480 | ||||
Lease renewed date | Feb. 28, 2014 | ||||
Lease term | 10 years | ||||
Lease annual payment per acre | $ / T | 2 | ||||
Lease annual payment per acre third ten year term | $ / T | 3 | ||||
Lease annual payment per acre thereafter | $ / T | 4 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Royalty Payable (Details) | Oct. 31, 2017$ / T |
FOB Mine Value Per Ton Range One [Member] | |
Percentage Royalty | 5.00% |
FOB Mine Value Per Ton Range One [Member] | Minimum [Member] | |
FOB Mine Value per Ton | 0 |
FOB Mine Value Per Ton Range One [Member] | Maximum [Member] | |
FOB Mine Value per Ton | 50 |
FOB Mine Value Per Ton Range Two [Member] | |
Percentage Royalty | 7.00% |
FOB Mine Value Per Ton Range Two [Member] | Minimum [Member] | |
FOB Mine Value per Ton | 50.01 |
FOB Mine Value Per Ton Range Two [Member] | Maximum [Member] | |
FOB Mine Value per Ton | 100 |
FOB Mine Value Per Ton Range Three [Member] | |
Percentage Royalty | 9.00% |
FOB Mine Value Per Ton Range Three [Member] | Minimum [Member] | |
FOB Mine Value per Ton | 100.01 |
FOB Mine Value Per Ton Range Three [Member] | Maximum [Member] | |
FOB Mine Value per Ton | 150 |
FOB Mine Value Per Ton Range Four [Member] | |
FOB Mine Value per Ton | 150.01 |
Percentage Royalty | 10.00% |
Commitments and Contingencies39
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Oct. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 2,240 |
2,019 | 2,240 |
2,020 | 2,240 |
2,021 | 2,240 |
2,022 | 2,240 |
Thereafter | 3,200 |
Total | $ 14,400 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 16, 2017 | Nov. 10, 2017 | May 31, 2017 |
Chief Geologist [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued for services | 37,879 | ||
Number of shares issued for services, value | $ 100,000 | ||
Subsequent Event [Member] | Andrew Kaplan [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued as compensation | 12,000 | ||
Vesting period | 2 years | ||
Number of shares issued as compensation, shares | $ 15,240 | ||
Share issued price per share | $ 1.27 | ||
Subsequent Event [Member] | Chief Geologist [Member] | |||
Subsequent Event [Line Items] | |||
Share issued price per share | $ 1.76 | ||
Number of shares issued for services | 21,213 | ||
Number of shares issued for services, value | $ 37,500 | ||
Reduction in accrued salaries | $ 37,500 | ||
Subsequent Event [Member] | Two Former Officers [Member] | |||
Subsequent Event [Line Items] | |||
Share issued price per share | $ 1.65 | ||
Number of shares issued for services | 33,681 | ||
Number of shares issued for services, value | $ 55,374 | ||
Reduction in accrued salaries | $ 55,374 |