Sec Form 4 Filing - Carpenter Ann S @ U S GOLD CORP - 2007-03-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Carpenter Ann S 2. Issuer Name and Ticker or Trading Symbol U S GOLD CORP [ UXG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and COO (Last) (First) (Middle) 5445 GOLDENROD DR. 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2007 (Street) RENO, NV89511 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Exchange- able Shares ( 1 ) 03/28/2007 A( 1 ) 2,550 03/28/2007 ( 1 ) Common Stock 2,550 $ 0 2,550 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carpenter Ann S 5445 GOLDENROD DR. RENO, NV89511 X President and COO Signatures Ann S. Carpenter 05/11/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of US Gold common stock (the "Common Stock") reported represent the number of shares of Common Stock issuable upon the exchange of exchangeable shares (the "Exchangeable Shares") of US Gold Canadian Acquisition Corporation by a holder of Exchangeable Shares. The Exchangeable Shares were issued on March 28, 2007. The Exchangeable Shares are exchangeable on a one-for-one basis for Common Stock at any time at the option of the holder and are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock. The Exchangeable Shares automatically convert to Common Stock upon liquidation of US Gold or the earlier of (i) March 28, 2014; and (ii) upon certain conditions, at such time as there are fewer than 10% of the total number of Exchangeable Shares issued in connection with those certain registered offers (Commission File Nos. 333-138233, 333-138271 and 333-138272) outstanding.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.