10-Q - SRGZ - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the quarterly period ended October 31, 2023

☐ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-52711

STAR GOLD CORP.

(Exact name of small business issuer as specified in its charter)

Nevada	27-0348508
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1875 N. Lakewood Drive, Suite 303<br> Coeur d’Alene , Idaho<br> (Address of principal executive office)	83814<br> <br>(Postal Code)
(208) 664-5066<br> <br>(Issuer’s telephone number)
---
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
---	---	---
Common Stock, $0.001 par value,	SRGZ	OTCQB

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post filed). Yes ☒ No ☐

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller Reporting Company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 11, 2023, there were 97,290,810 shares of registrant’s common stock, $0.01 par value, issued and outstanding.

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Contents

PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION	11
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	20
PART II - OTHER INFORMATION		20
ITEM 1.	LEGAL PROCEEDINGS.	20
ITEM 1A.	RISK FACTORS	20
ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.	20
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	20
ITEM 4.	MINE SAFETY DISCOSURES.	20
ITEM 5.	OTHER INFORMATION	20
ITEM 6.	EXHIBITS	21

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PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS
STAR GOLD CORP.
---
CONDENSED INTERIM BALANCE SHEETS (UNAUDITED)
			April 30, 2023
---	---	---	---	---	---
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	70,956		$	33,505
Other current assets	1,633			11,218
TOTAL CURRENT ASSETS	72,589			44,723
MINING INTEREST (NOTE 4)	590,167			578,167
RECLAMATION BOND (NOTE 4)	89,400			89,400
TOTAL ASSETS	752,156		$	712,290
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	40,626		$	29,240
Accrued interest, related parties	43,966			25,208
Promissory notes, related parties (NOTE 5)	70,000			15,000
TOTAL CURRENT LIABILITIES	154,592			69,448
LONG TERM LIABILITIES:
Convertible promissory notes, related parties (NOTE 5)	567,500			462,500
TOTAL LIABILITIES	722,092			531,948
COMMITMENTS AND CONTINGENCIES (NOTE 5)	-			-
STOCKHOLDERS’ EQUITY
Preferred Stock, .001 par value; 10,000,000 shares authorized, none issued and outstanding	-			-
Common Stock, .001 par value; 1,000,000,000 shares authorized; 97,290,810 shares issued and outstanding	97,291			97,291
Additional paid-in capital	12,702,879			12,702,879
Accumulated deficit	(12,770,106	)		(12,619,828	)
TOTAL STOCKHOLDERS’ EQUITY	30,064			180,342
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	752,156		$	712,290

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STAR GOLD CORP.
CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)
	Three months ended October 31,						Six months ended October 31,
---	---	---	---	---	---	---	---	---	---	---	---	---
	2023			2022			2023			2022
OPERATING EXPENSE
Mineral exploration expense	$	-		$	-		$	25,896		$	25,146
Pre-development expense		1,438			16,271			10,480			69,448
Legal and professional fees		28,505			7,614			53,917			45,660
Management and administrative		20,096			20,499			40,427			41,265
TOTAL OPERATING EXPENSES		50,039			44,384			130,720			181,519
LOSS FROM OPERATIONS		(50,039	)		(44,384	)		(130,720	)		(181,519	)
OTHER INCOME (EXPENSE)
Interest income		1			-			3			-
Interest expense		(401	)		(406	)		(803	)		(812	)
Interest expense, related parties		(10,885	)		(6,712	)		(18,758	)		(9,217	)
TOTAL OTHER INCOME (EXPENSE)		(11,285	)		(7,118	)		(19,558	)		(10,029	)
NET LOSS BEFORE INCOME TAXES		(61,324	)		(51,502	)		(150,278	)		(191,548	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(61,324	)	$	(51,502	)	$	(150,278	)	$	(191,548	)
Basic and diluted loss per share	Nil			Nil			Nil			Nil
Basic and diluted weighted average number shares outstanding	$	97,290,810			97,290,810		$	97,290,810			97,290,810

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STAR GOLD CORP.
CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’EQUITY (UNAUDITED)
For the three and six months ended October 31, 2023 and 2022
	Common Stock								Total
---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Par Value	Additional Paid-in		Accumulated			Stockholders’
	Issued		.001 per share	Capital		Deficit			Equity
BALANCE, April 30, 2022		97,290,810		$	12,702,879	$	(12,194,988	)	$	605,182
Net loss		-			-		(140,046	)		(140,046	)
BALANCE, July 31, 2022		97,290,810			12,702,879		(12,335,034	)		465,136
Net loss		-			-		(51,502	)		(51,502	)
BALANCE, October 31, 2022		97,290,810		$	12,702,879	$	(12,386,536	)	$	413,634
BALANCE, April 30, 2023		97,290,810		$	12,702,879	$	(12,619,828	)	$	180,342
Net loss		-			-		(88,954	)		(88,954	)
BALANCE, July 31, 2023		97,290,810			12,702,879		(12,708,782	)		91,388
Net loss		-			-		(61,324	)		(61,324	)
BALANCE, October 31, 2023		97,290,810		$	12,702,879	$	(12,770,106	)	$	30,064

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STAR GOLD CORP.
CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)
	Six months ended
---	---	---	---	---	---	---
	October 31, 2023			October 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(150,278	)	$	(191,548	)
Changes in assets and liabilities:
Other current assets		9,585			(10,014	)
Accounts payable and accrued liabilities		11,386			(14,456	)
Accrued interest, related parties		18,758			8,602
Net cash used by operating activities		(110,549	)		(207,416	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interests		(12,000	)		(12,000	)
Net cash used by investing activities		(12,000	)		(12,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory notes payable, related parties		55,000			260,000
Repayment of promissory notes payable, related party		-			(80,000	)
Proceeds from convertible notes payable, related parties		105,000			-
Net cash provided by financing activities		160,000			180,000
Net increase (decrease) in cash and cash equivalents		37,451			(39,416	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		33,505			50,815
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	70,956		$	11,399

The accompanying notes are an integral part of these unaudited condensed financial statements.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

October 31, 2023

NOTE 1 – NATURE OF OPERATIONS

Star Gold Corp. (the “Company”) was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.

The Company’s core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company’s exploration work will ultimately discover or produce any economically viable minerals.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The condensed balance sheet at April 30, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Operating results for the three- and six- month period ended October 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2024.

These unaudited condensed interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2023 filed with the Securities and Exchange Commission on September 14, 2023.

The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of October 31, 2023, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed balance sheet as of October 31, 2023, the Company has an accumulated deficit of $12,770,106. On October 31, 2023, the Company's working capital deficit was $82,003. The lack of sufficient working capital to meet current obligations, continuing losses and ongoing cash used by operating activities raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Achievement of the Company’s objectives will depend on the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders.

Financial Instruments

The Company's financial instruments include cash and cash equivalents, reclamation bonds, promissory notes related party and convertible promissory notes, related parties.

Cash and cash equivalents, reclamation bonds, promissory notes, related party and convertible promissory notes, related parties are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2023.

New Accounting Pronouncements

Accounting Standards Updates Adopted

Accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("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.

NOTE 3 – EARNINGS PER SHARE

Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, convertible promissory notes including accrued interest and warrants.

The outstanding securities on October 31, 2023 and 2022 that could have a dilutive effect are as follows:


Stock options	3,435,000	5,035,000
Convertible promissory notes and accrued interest, related parties	25,399,822	3,137,671
Warrants	2,000,000	2,000,000
Total Possible Dilution	30,834,822	10,172,671

For the three- and six- months ended October 31, 2023 and 2022, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.

NOTE 4 –MINING INTEREST

The following is a summary of the Company’s equipment and mining interest on October 31, 2023 and April 30, 2023.

	October 31, 2023		April 30, 2023
Mining interest - Longstreet		590,167		578,167
Total	$	590,167	$	578,167

Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. (“Great Basin”), as amended, which was originally entered into by the Company on or about *January 15, 2010 (*the “Longstreet Agreement”), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company’s common stock.

On August 24, 2020, the Company executed an amendment which grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.

In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the six months ended October 31, 2023 and 2022, respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.

At October 31, 2023 and April 30, 2023, the Company has a reclamation bond of $89,400 with the United States Department of Agriculture-Forest Service to increase the Reclamation Bond as collateral on the Longstreet Property. The bond is collateral on reclamation of planned drilling activities on the Longstreet Property and is refundable subject to the Company completing defined reclamation actions upon completion of drilling.

NOTE 5– RELATED PARTY TRANSACTIONS

The following is a summary of the Company's Promissory notes, related parties and convertible promissory notes, related parties as of October 31, 2023:

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Maturity date			Conversion price per share		Principal amount		Accrued interest		Total
Promissory notes, related parties
March 31, 2024	8	%	$	-	$	15,000	$	703	$	15,703
June 28, 2024	8	%		-		20,000		548		20,548
August 24, 2024	8	%		-		35,000		522		35,522
					$	70,000	$	1,773	$	71,773
Convertible promissory notes, related parties
April 30, 2025	5	%	$	0.05		150,000		14,384		164,384
April 14, 2026	8	%		0.02		260,000		25,232		285,232
April 14, 2026	8	%		0.02		52,500		2,301		54,801
October 24, 2026	8	%		0.0206		15,000		20		15,020
October 24, 2026	8	%		0.0206		90,000		256		90,256
					$	567,500	$	42,193	$	609,693

Consulting agreements

For the three months ended October 31, 2023 and 2022, the Company recognized $7,500 and $7,500, respectively, for contract Chief Financial Officer services, which is included in "management and administrative expense". For the six months ended October 31, 2023 and 2022, the Company recognized $15,000 and $15,000, respectively for contract Chief Financial Officer services.

Promissory notes, related party

On July 5, 2022 , the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $80,000. The July 5, 2022promissory note had a maturity date of July 31, 2025and accrued interest at 8% per annum.

On August 4, 2022 , the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $150,000. The promissory note had a maturity date of July 31, 2025and accrued interest at 8% per annum.

On January 17, 2023 , the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $30,000. The promissory note had a maturity date of January 31, 2026and accrued interest at 8% per annum.

The July 5, 2022, August 4, 2022 and January 17, 2023 promissory notes totaling $260,000 in aggregate were converted to a convertible promissory note on April 14, 2023, as described in the Convertible promissory note, related party section below.

On March 31, 2023 , the Company entered into a promissory note with the Chairman of the Board of Directors in the amount of $15,000. The promissory note has a maturity date of March 31, 2024and accrues interest at 8% per annum.

On June 28, 2023, the Company entered into a promissory note with the Chairman of the Board of Directors in the amount of $20,000. The promissory note has a maturity date of June 28, 2024 and accrues interest at 8% per annum.

On August 24, 2023, the Company entered into a promissory note with the Chairman of the Board of Directors in the amount of $35,000. The promissory note has a maturity date of August 24, 2026 and accrues interest at 8% per annum.

As of October 31, 2023 and April 30, 2023, respectively, the principal balance of the promissory notes, related party is $70,000 and $15,000. As of October 31, 2023 and April 30, 2023, accrued interest on the promissory notes, related party is $1,773 and $99, respectively, which is included in "Accrued interest, related parties" on the balance sheet.

Convertible promissory notes, related parties

On November 30, 2021 , the Company entered into four Convertible Promissory Notes (the “Convertible Promissory Notes”) with certain officers and directors of the Company in consideration of deferred compensation totaling $150,000. The notes accrue interest at 5% per annum with monthly interest-only payments through April 30, 2025 . The notes mature *April 30, 2025.*The Convertible Promissory Notes are convertible at any time after the original issue date into a number of shares of the Company’s Common Stock, determined by dividing the amount to be converted by a conversion price equal to $0.05 per share. The Convertible Promissory Notes are convertible into an aggregate of 3,000,000 shares.

On *April 14, 2023,*the Company issued four convertible promissory notes (the " April 14, 2023Notes") with an aggregate principal amount $312,500. One note was issued to a related party, controlled by two members of the Board, in conversion and satisfaction of three existing promissory notes, totaling $260,000 issued by the Company on July 5, 2022, August 4, 2022and January 17, 2023respectively. Three of the April 14, 2023Notes were issued to an officer, a member of the Company’s Board of Directors and an entity controlled by two members of the Board of Directors totaling $52,500. The April 14, 2023Notes bear eight percent ( 8%) interest and have a maturity date of April 14, 2026 *(*the “Maturity Date”). There are no required periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the maturity date. The Notes and accrued interest are convertible into shares of common stock of the Company at the conversion price of $0.0206 per share.

On *October 24, 2023,*the Company issued two convertible promissory notes (the " October 24, 2023 Convertible Notes") with an aggregate principal amount of $105,000. One note was issued to a related party entity, controlled by two members of the Board, totaling $90,000. The other note was issued to an officer of the Company in the amount of $15,000. The October 24, 2023 Convertible Notes have a maturity date of October 24, 2026 and accrues interest at 8% per annum. There are no required periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the Maturity Date. The notes and accrued interest are convertible into shares of common stock of the Company at the conversion price of

$.0206 per share.

At October 31, 2023 and April 30, 2023, the balance of accrued interest due to related parties from convertible promissory notes is $42,193 and $25,109 , respectively, which is included in “Accrued interest, related parties” on the balance sheet.

For the three months ended October 31, 2023 and 2022, respectively, the Company recognized interest expense, related parties of $10,885 and $6,712. For the six months ended October 31, 2023 and 2022 , respectively, the Company recognized interest expense, related parties of $18,758 and $9,217.

NOTE 6 – WARRANTS

On October 31, 2021, the Company granted 2,000,000 warrants to purchase Common Stock in lieu of cash payment for future services. The warrants have an exercise price of $0.0442. The expiration date of the warrants is October 31, 2026.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7– STOCK OPTIONS

Options issued for mining interest

In consideration for its mining interest (see Note 4), the Company was obligated to issue stock options to purchase shares of the Company’s common stock based on “fair market price” which for financial statement purposes is considered to be the closing price of the Company’s common stock on the issue dates. Those costs were capitalized as mining interest.

Options outstanding for mining interest totaled 935,000 at October 31, 2023 and April 30, 2023 and are fully vested. As of October 31, 2023, the remaining weighted average term of the option grants for mining interest was 0.84 years. As of October 31, 2023, the weighted average exercise price of the option grants for mining interest was $0.04 per share.

Options issued under the 2011 Stock Option/Restricted Stock Plan

The Company established the 2011 Stock Option/Restricted Stock Plan (the “2011 Plan”). The 2011 Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

No options were issued, exercised, expired or forfeited under the Stock Option Plan during the three- and six- months ended October 31, 2023 or 2022.

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of October 31, 2023 and April 30, 2023, respectively, there was no unrecognized compensation cost related to stock-based options and awards. As of October 31, 2023, the remaining average term of the 2011 Plan option grants was 2.50 years. As of October 31, 2023, the weighted average exercise price of the options issued under the 2011 plan was $0.06.

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STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes additional information about the options under the Company's Stock Option Plan:

	Options outstanding and exercisable
			Remaining Term
Date of Grant	Shares		(years)		Price
April 30, 2021		2,500,000		2.50		0.06

Summary:

The following is a summary of the Company’s stock options outstanding and exercisable:

				Weighted Average
	All options			Exercise Price
Balance outstanding at April 30, 2022		5,035,000		$	0.056
Expired or forfeited		(1,600,000	)	$	(0.064	)
Balance outstanding at April 30 and October 31, 2023		3,435,000		$	0.055
				Weighted
---	---	---	---	---	---	---
				Average		Weighted
				Remaining Term		Average Exercise
Options issued for:	Options		(years)		Price
Mining interests		935,000		0.84	$	0.04
Stock option plan		2,500,000		2.50		0.06
Outstanding and exercisable at October 31, 2023		3,435,000			$	0.055

The aggregate intrinsic value of all options vested and exercisable at October 31, 2023, was $Nil based on the Company’s closing price of $0.021 per common share at October 31, 2023. The Company’s current policy is to issue new shares to satisfy option exercises.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

●	Risks related to the Company’s properties being in the exploration stage;
●	Risks related to the mineral operations being subject to government regulation;
---	---
●	Risks related to environmental concerns;
---	---
●	Risks related to the Company’s ability to obtain additional capital to develop the Company’s resources, if any;
---	---
●	Risks related to mineral exploration and development activities;
---	---
●	Risks related to mineral estimates;
---	---
●	Risks related to the Company’s insurance coverage for operating risks;
---	---
●	Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;
---	---
●	Risks related to the competitive industry of mineral exploration;
---	---
●	Risks related to the title and rights in the Company’s mineral properties;
---	---
●	Risks related to the possible dilution of the Company’s common stock from additional financing activities;
---	---
●	Risks related to potential conflicts of interest with the Company’s management; and
---	---
●	Risks related to the Company’s shares of common stock.
---	---

This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of Business” and “Management’s Discussion and Analysis” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report.

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As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2023. The following statements may be forward-looking in nature and actual results may differ materially.

Corporate Background

The Company was originally incorporated on December 8, 2006, under the laws of the State of Nevada as Elan Development, Inc. On April 25, 2008, the name of the Company was changed to Star Gold Corp. Star Gold Corp. is a pre-development stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals.

Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” or the “Longstreet Project.” The Longstreet Property in its entirety comprises 142 mineral claims: 75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers, pursuant to the “Clifford Lease”; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration.

The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry.

Overview of Mineral Exploration and Current Operations

Star Gold Corp. is a pre-development stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. The Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest, that can be acquired, in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management. The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.

The Company will perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). The Company may enter joint venture agreements with other companies to fund further exploration and/or development work. It is the Company’s plan to focus on assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.

The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.

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The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay an aggregate 3% Net Smelter Royalty (“NSR”), divided between Great Basin Resources, Inc. (“Great Basin”) and Clifford within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:

Property name		Longstreet
Third parties		Great Basin Resources, Inc. and Clifford
Number of claims		142 ^(1)(2)(3)(4)^
Acres (approx.)		2,500
Agreements/Royalties
	Royalties	3% Net Smelter Royalty (“NSR”)
	Annual advance royalty payment	$12,000
(1)	Great Basin took assignment from MinQuest, Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company.
---	---
(2)	On August 12, 2019, the Company and Great Basin Resources, Inc. (“Great Basin”) agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the “2019 Amendment”). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended.
---	---
(3)	On September 10, 2020, the Company accelerated the payment to Great Basin Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims. The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees.
---	---
(4)	The Company shall pay Clifford a 2% net smelter royalty on net smelter returns which is inclusive of the overall 3% net smelter royalty for the properties.
---	---

Compliance with Government Regulations

Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.

United States

Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.

Land Ownership and Mining Rights.

On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.

Mining Operations

The exploration of mining properties and development and operation of mines is governed by both federal and state laws.

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The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).

Environmental Law

The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Company’s operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Company’s proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the pre-development stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time.

Competition

Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact Star Gold Corp.’s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.

The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.

Office and Other Facilities

Star Gold Corp. currently maintains its administrative offices at 1875 N. Lakewood Drive, Suite 303, Coeur d’Alene, ID 83814. The telephone number is (208) 664-5066. Star Gold Corp. does not currently own title to any real property.

Employees

The Company has no employees as of the date of this Quarterly Report on Form 10-Q. Star Gold Corp. conducts business largely through independent contractor agreements with consultants.

Research and Development Expenditures

The Company has not incurred any research expenditures since incorporation.

Reports to Security Holders

The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov.

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SELECTED FINANCIAL DATA.

	Six months ended
	October 31, 2023			October 31, 2022
Revenues	$	-		$	-
Total operating expenses		130,720			181,519
Loss from operations		(130,720	)		(181,519	)
Other income (expense)		(19,558	)		(10,029	)
NET LOSS	$	(150,278	)	$	(191,548	)
Weighted average shares of common stock (basic and diluted)		97,290,810			97,290,810
Income (loss) per share (basic and diluted)	Nil			Nil

BALANCE SHEET INFORMATION

	October 31, 2023			April 30, 2023
Working capital (deficit)	$	(82,003	)	$	(24,725	)
Total assets		752,156			712,290
Accumulated deficit		12,770,106			12,619,828
Stockholders’ equity		30,064			180,342

PLAN OF OPERATION

The Company maintains a corporate office in Coeur d’Alene, Idaho. This is the primary administrative office for the Company and is utilized by Board Chairman Lindsay Gorrill and Chief Financial Officer Kelly Stopher.

The drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 expired in December 2022. The permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company will apply for an extension of the permit.

For the fiscal year ending April 30, 2024, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project:

Hydrology Drilling – 2 to 4 holes expected to be sufficient:

Geochemical analysis – design of program for submission to State of Nevada involves some core drilling;

Plan of Operations Development (Mine Plan, Civil Engineering Design)

Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.

Approval of the Longstreet Plan is subject to governmental agency review and may require additional remediation activities.

Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties.

Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments.

Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.

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Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing, when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.

RESULTS OF OPERATIONS

	For the three months ended
	October 31, 2023			October 31, 2022		Change		Pct. Change
Pre-development expense	$	1,438		$	16,271		)		(91.2	)%
Legal and professional fees		28,505			7,614				274.4	%
Management and administrative		20,096			20,499		)		(2.0	)%
Interest expense		401			406		)		(1.2	)%
Interest expense, related party		10,885			6,712				62.2	%
Interest (income)		(1	)		-		)		N/A
Total	$	61,324		$	51,502				19.1	%

All values are in US Dollars.

	For the six months ended
	October 31, 2023			October 31, 2022		Change		Pct. Change
Mineral exploration expense	$	25,896		$	25,146				3.0	%
Pre-development expense		10,480			69,448		)		(84.9	)%
Legal and professional fees		53,917			45,660				18.1	%
Management and administrative		40,427			41,265		)		(2.0	)%
Interest expense		803			812		)		(1.1	)%
Interest expense, related party		18,758			9,217				103.5	%
Interest (income)		(3	)		-		)		N/A
Total	$	150,278		$	191,548		)		(21.5	)%

All values are in US Dollars.

The Company earned no operating revenue in 2022 or 2023 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and presently is seeking other natural resources related business opportunities.

The Company will continue to focus its capital and resources toward permitting activities at its Longstreet Property.

Total net loss for the three months ended October 31, 2023 of $61,324 increased by $9,822 from the 2022 total net loss of $51,502.

Total net loss for the six months ended October 31, 2023 of $150,278 decreased by $41,270 from the 2022 total net loss of $191,548.

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Mineral exploration expense

	For the six months ended
	October 31, 2023		October 31, 2022		Change	Pct. Change
Claims		25,896		25,146			3.0	%
Total mineral exploration expense	$	25,896	$	25,146			3.0	%

All values are in US Dollars.

Mineral exploration expense for the six months ended October 31, 2023 of $25,896 increased $750 from 2022 mineral exploration expense of $25,146. Aside from annual claims payments, there was no additional mineral exploration expense for the six months ended October 31, 2023 and 2022, respectively. There were no exploration expenses for the three months ended October 31, 2023 and 2022.

The Company’s emphasis has shifted from exploratory drilling to activities related to pre-development expense including environmental and anthropological studies associated with building a Plan of Operations and obtaining a permit to construct a mine at the Longstreet site.

Pre-development expense

	For the three months ended
	October 31, 2023		October 31, 2022		Change		Pct. Change
Field expense	$	-	$	1,750		)		(100.0	)%
Permits and fees		-		-				NA
Technical consultants		-		8,220		)		NA
Water rights costs		1,438		6,301		)		(77.2	)%
Total pre-development expense	$	1,438	$	16,271		)		(91.2	)%

All values are in US Dollars.

	For the six months ended
	October 31, 2023		October 31, 2022		Change		Pct. Change
Field expense	$	2,441	$	4,874		)		(49.9	)%
Permits and fees		300		200				50.0	%
Technical consultants		-		51,772		)		(100.0	)%
Water rights costs		7,739		12,602		)		(38.6	)%
Total pre-development expense	$	10,480	$	69,448		)		(84.9	)%

All values are in US Dollars.

Pre-development expense for the three months ended October 31, 2023 was $1,438 a decrease of $14,833 from 2022 pre-development expense of $16,271.

Technical consultant expense decreased $8,220 to $Nil for the three months ended October 31, 2023 compared to $8,220 for the three months ended October 31, 2022.

Pre-development expense for the six months ended October 31, 2023 of $10,480 decreased $58,968 from 2022 pre-development expense of $69,448.

Technical consultant expense decreased $51,772 to $Nil for the six months ended October 31, 2023 compared to $51,772 for the six months ended October 31, 2022.

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Legal and professional fees

	For the three months ended
	October 31, 2023		October 31, 2022		Change	Pct. Change
Audit and accounting	$	21,306	$	3,500			508.7	%
Legal fees		2,491		2,130			16.9	%
Public company expense		4,630		1,906			142.9	%
Investor relations		78		78			0.0	%
Total legal and professional fees	$	28,505	$	7,614			274.4	%

All values are in US Dollars.

	For the six months ended
	October 31, 2023		October 31, 2022		Change	Pct. Change
Audit and accounting	$	24,330	$	23,074			5.4	%
Legal fees		5,426		4,064			33.5	%
Public company expense		24,005		18,366			30.7	%
Investor relations		156		156			0.0	%
Total legal and professional fees	$	53,917	$	45,660			18.1	%

All values are in US Dollars.

Legal and professional fees of $28,505 for the three months ended October 31, 2023 decreased by $20,891 compared to the three months ended October 31, 2022 expense of $7,614. The increase is primarily related to the timing of audit fees recognized as the annual audit of the Company's financial statements did not conclude until the quarter ending October 31, 2023.

There are no pending legal issues or contingencies as of October 31, 2023.

Legal and professional fees of $53,917 for the six months ended October 31, 2023 increased by $8,257 compared to the six months ended October 31, 2022 expense of $45,660. The increase is primarily related to additional cost related to filing fees and software.

Management and administrative expense

	For the three months ended
	October 31, 2023		October 31, 2022		Change		Pct. Change
Auto and travel	$	-	$	-				#DIV/0!
General administrative and insurance		12,201		12,572		)		(3.0	)%
Management fees and payroll		7,500		7,500				0.0	%
Office and computer expense		300		332		)		(9.6	)%
Telephone and utilities		95		95				0.0	%
Total	$	20,096	$	20,499		)		(2.0	)%

All values are in US Dollars.

	For the six months ended
	October 31, 2023		October 31, 2022		Change		Pct. Change
Auto and travel	$	-	$	94		)		(100.0	)%
General administrative and insurance		24,401		25,144		)		(3.0	)%
Management fees and payroll		15,000		15,000				0.0	%
Office and computer expense		836		838		)		(0.2	)%
Telephone and utilities		190		189				0.5	%
Total	$	40,427	$	41,265		)		(2.0	)%

All values are in US Dollars.

Total management and administrative expense decreased by $403, for the three months ended October 31, 2023 to $20,096 compared to $20,499 for the three months ended October 31, 2022.

Management fees were accrued during the three- and six-months ended July 31, 2023 but not paid.

Total management and administrative expense decreased by $838 for the six months ended October 31, 2023 to $40,427 compared to $41,265 for the six months ended October 31, 2022.

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LIQUIDITY AND FINANCIAL CONDITION

WORKING CAPITAL

	October 31, 2023			April 30, 2023
Current assets	$	72,589		$	44,723
Current liabilities		154,592			69,448
Working capital	$	(82,003	)	$	(24,725	)

CASH FLOWS

	Six months ended
	October 31, 2023			October 31, 2022
Cash flow used by operating activities	$	(110,549	)	$	(207,416	)
Cash flow used by investing activities		(12,000	)		(12,000	)
Cash flow provided by financing activities		160,000			180,000
Net decrease in cash during period	$	37,451		$	(39,416	)

As of October 31, 2023, the Company had cash on hand of $70,956. Since inception, the sole source of financing has been sales of the Company’s debt and equity securities. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.

Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.

The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s common stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company’s mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold any derivative instruments and does not engage in any hedging activities.

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ITEM 4.	CONTROLS AND PROCEDURES

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.

Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

PEO and PFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the PEO and the PFO. The Certifications are required in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The Items of this report which you are currently reading is the information concerning the Evaluation referred to in Section 302 Certifications and this information should be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control over Financial Reporting

There have been no changes during the quarter ended October 31, 2023 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.

Star Gold Corp. is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation.

ITEM 1A.	RISK FACTORS.

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2023 which was filed with the SEC on September 14, 2023.

ITEM 2.	RECENT SALES OF UNREGISTERED SECURITIES.

For the three months ended October 31, 2023, the Company sold no common stock.

During the three months ended October 31, 2023, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our common stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.	MINE SAFETY DISCOSURES.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.

ITEM 5.	OTHER INFORMATION.

None

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ITEM 6.	EXHIBITS.
Exhibit
---	---
Number	Description of Exhibits
3.1	Articles of Incorporation.^(1)^
3.2	Bylaws, as amended.^(1)^
4.1	Form of Share Certificate.^(1)^
10.1	Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.^(1)^
10.2	Declaration of Trust executed by Guy R. Delorme.^(1)^
10.3	Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.^(3)^
10.4	Amendment to Longstreet Property Option Agreement dated December 10, 2014 between Minquest, Inc. and Star Gold Corp.^(3)^
10.5	Amendment to Longstreet Property Option Agreement dated January 5, 2016 between Minquest, Inc. and Star Gold Corp.^(3)^
10.6	Option and Lease of Water Rights Agreement dated January 19, 2017 between Stone Cabin Company, LLC and Star Gold Corp.^(3)^
10.7	Option and Lease of Water Rights Agreement dated August 21, 2017 between High Test Hay, LLC and Star Gold Corp.^(4)^
10.8	2019 Amendment to Longstreet Property Option Agreement^(5)^
14.1	Code of Ethics.^(2)^
99.1	Shareholder Letter January 23, 2017^(7)^
99.2	Shareholder Letter March 20, 2018^(8)^
99.3	Longstreet Property Press Release August 14, 2019^(5)^
99.4	Shareholder Letter September 10, 2019^(9)^

Page 21 of 25

Table of Contents

31.1	Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Filed with the SEC as an exhibit to the Company’s Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended.
(2)	Filed with the SEC on February 02, 2012 as an exhibit to Form 8-K.
(3)	Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K.
---	---
(4)	Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K.
(5)	Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K.
(6)	Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K.
(7)	Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K.
(8)	Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K.
(9)	Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K.
(*)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

Page 22 of 25

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			STAR GOLD CORP.
Date:	December 11, 2023	By:	/s/ DAVID SEGELOV
			President
			(Principal Executive Officer)
Date:	December 11, 2023		/s/ KELLY J. STOPHER
		By:	Kelly J. Stopher
			Chief Financial Officer and Secretary
			(Principal Financial Officer)

Page 23 of 25

ex_591393.htm

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLY ACT OF 2002

Rule 13a-14(a)/15d-14(a) Certifications.

I, David Segelov, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
---	---
4.	The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;
---	---
d.	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.
---	---
5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ’s internal control over financial reporting.
---	---

Date: December 11, 2023

/s/ David Segelov
David Segelov<br><br> <br>President and Principal Executive Officer

ex_591394.htm

Exhibit 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, Kelly J. Stopher, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Star Gold Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
---	---
4.	The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and;
---	---
d.	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting.
---	---
5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
---	---
e.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
---	---
f.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer ’s internal control over financial reporting.
---	---

Date: December 11, 2023

/s/ KELLY J. STOPHER
Kelly J. Stopher<br><br> <br>Principal Accounting Officer

ex_591395.htm

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-Q for the period ending October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Segelov, Principal Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---

A signed original of this written statement required by Section 906 has been provided to Star Gold Corp. and will be retained by Star Gold Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ David Segelov
David Segelov<br><br> <br>President & Principal Executive Officer<br> December 11, 2023

ex_591396.htm

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the “Company”) on Form 10-Q for the period ending October 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kelly J. Stopher, Principal Accounting Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---

/s/ Kelly J. Stopher
Kelly J. Stopher<br><br> <br>Principal Accounting Officer<br><br> <br>December 11, 2023