Star Gold Corp. - Annual Report: 2014 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended April 30, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ 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.)
611 E. Sherman Avenue Coeur d’Alene, Idaho (Address of principal executive office)	83814 (Postal Code)
(208) 664-5066 (Issuer's telephone number)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:

None

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issued, as defined in Rule 405 of the Securities Act: Yes[ ] No [ x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes[ ] No [ x]

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 [x] 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 [x ] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of III of this Form 10-K or any amendment to the Form 10-K. [x]

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 [x]

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

The Company had $Nil in revenue during the year.

The aggregate market value of the Common Stock held by non-affiliates (as affiliates are defined in Rule 12b-2 of the Exchange Act) of the registrant, computed by reference to the average of the high and low sale price on October 31, 2013 was $ 9,276,994

As of July 15, 2014 there were 34,981,326 shares of issuer’s common stock outstanding.

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STAR GOLD CORP.

ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2014

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING FINANCIAL STATEMENTS

PART I

ITEM 1.- BUSINESS

ITEM 1A. - RISK FACTORS

ITEM 1B. - UNRESOLVED STAFF COMMENTS

ITEM 2. - PROPERTIES

ITEM 3. - LEGAL PROCEEDINGS

ITEM 4. – MINE SAFETY DISCLOSURES

PART II

ITEM 5. - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 6.

- SELECTED FINANCIAL DATA

ITEM 7.

- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

ITEM 7A. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8.

- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 9.

- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

ITEM 9A. - CONTROLS AND PROCEDURES

ITEM 9B. - OTHER INFORMATION

PART III

ITEM 10. - DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

ITEM 11. - EXECUTIVE COMPENSATION

ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

ITEM 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

ITEM 14. - PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV

ITEM 15. - EXHIBITS

SIGNATURES

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 express or involve 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 “believes”, “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or stating 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 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;

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 Annual 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 Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

As used in this Annual Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Annual 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 for the fiscal year ending April 30, 2014. The following statements may be forward-looking in nature and actual results may differ materially.

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PART I

ITEM 1.

BUSINESS

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 an exploration 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. currently leases with an option to acquire unpatented mining claims located in the State of Nevada and known as the Longstreet Property. The Longstreet Property comprises 125 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims acquired from local ranchers (Roy Clifford et al)), as well as 50 recently staked claims by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha). The Longstreet property is at an intermediate stage of exploration.

The Company currently owns the rights to acquire up to a 100% mining interest (covering a total of 50 unpatented claims) in a mineral property located in the State of Nevada known as the Excalibur Property.

The Company has completed an initial exploration program on the Excalibur Property, which included Geological Mapping, Rock Sampling and Assaying. Based on this analysis the Company has decided to move forward with the permitting of this property and associated drilling program. The permitting was completed in June 2010 and the initial drilling program commenced immediately therafter.

On July 7th, 2010, Star Gold Corp. acquired an option to acquire a 100% mining interest in a property located in the State of Nevada (approximately 300 kilometers northwest of Las Vegas) known as the Jet Property. The Company is currently engaged in preliminary exploration activities and surface testing of the Jet property.

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. Since the potential products are traded in the open market, the Company has no control over the competitive conditions in the industry.

Overview of Mineral Exploration and Current Operations

Star Gold Corp. is an exploration stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. As such 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 to the mineral rights on open lands of the federal 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 into 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 (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 such as 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 place on the western United States.

The geologic potential and ore deposit models have been defined and specific drill targets identified on the majority of the Company’s properties. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a

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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 the property.

Portions of the Company’s mining properties are owned by third parties and leased to Star Gold as outlined in the following table:


Property Name	Third Party	Number of Claims	Acres	Agreements/Royalties
Longstreet	Minquest	150	2,240	3% Net Smelter Royalty (“NSR”) Annual lease payments totaling $270k, annual exploration expenditures totaling $3.55m, and 200k shares due through 2017.
Excalibur	Minquest	50	1,000	3% Net Smelter Royalty (“NSR”); Annual lease payments of $20ktotalling $100k and annual exploration expenditures totaling $255k through 2017.
Jet	Minquest	4	80	3% Net Smelter Royalty (“NSR”); Annual lease payment of $5,000 totaling $40k and annual exploration expenditures of $10,000 totaling $70k through 2017.

Compliance With Government Regulations

If the Company decides to continue with the acquisition and exploration of mineral properties in the State of Nevada it will be required 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.

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

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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 exploration 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 also 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 611 E. Sherman Avenue, Coeur d'Alene, ID 83814. The telephone number is (208) 664-5066. Star Gold Corp. subleases office space from Marlin Property Management, LLC (“Marlin”) which is a single member limited liability company owned by the spouse of the Company’s Chairman of the Board, Lindsay Gorrill. This office space consists of approximately 250 square feet, and Marlin supplies this office space to the Company at a monthly rental rate of $2,500. Star Gold Corp. does not currently own title to any real property.

Employees

The Company has one employee other than its executive officers as of the date of this Annual Report on Form 10-K. 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. Interested parties also may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 450 Fifth Street NW, Washington, DC 20549. Information may be obtained on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.

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ITEM 1A.

RISK FACTORS

The following factors, among others, could cause the actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Form 10-K or presented elsewhere from time to time.

Estimates of mineralized material are forward-looking statements inherently subject to error. Although resource estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results may inherently differ from estimates. The unforeseen and uncontrollable factors include but are not limited to: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

Failure to successfully address the risks and uncertainties described below would have a material adverse effect on the Company’s business, financial condition and/or results of operations, and the trading price of the Company’s common stock may decline and investors may lose all or part of their investment. Star Gold Corp. cannot assure readers that the Company will successfully address these risks or other unknown risks that may affect its business.

Risks Related to the Company

The Company has a limited operating history on which to base an evaluation of the business and prospects

The Company has not derived any revenue from exploration of its properties. The Company’s operating history has been limited to the acquisition and exploration of its mineral properties. Such history does not provide a meaningful basis for an evaluation of its prospects for success if future determinations are made that mineral reserves exist and to commence construction and operation of a mine. Other than through conventional and typical exploration methods and procedures, the Company has no addition means to evaluate the likelihood of whether its mineral properties contain any mineral reserve or, if they do, that they will be operated successfully. The Company anticipates that it will continue to incur operating costs without realizing any operating revenues during the period it explores the properties.

During the fiscal year ended April 30, 2014, the Company had losses of $1,541,678 in connection with the maintenance and exploration of its mineral properties and the operation of the exploration business. The Company therefore expects to continue to incur significant losses into the foreseeable future. The Company recognizes that if it is unable to generate significant revenues from mining operations and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of operations, the Company expects to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the development stage of their business. The Company cannot ensure it will be successful in addressing these risks and uncertainties and the failure to do so could have a materially adverse effect on its financial condition. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful and the Company can provide investors no assurance that we will generate any operating revenue or ever achieve profitable operations.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share if the Company issues additional employee/director/consultant options or if the Company sells additional shares to finance its operation.

The Company has not generated any operational revenues from the exploration of its properties. In order to further expand the Company’s business and meet its objectives, including but not limited to, obtaining funds to further explore the Company’s existing properties or to finance any acquisition activity, growth and/or additional exploration programs, should those opportunities present themselves, and depending on the outcome of its exploration programs, additional capital funding may need to be obtained through the sale and issuance of additional debt and/or equity securities. The Company may also, in the future, grant to some or all of its directors, officers, insiders and key employee/consultants options, or other rights to acquire common or preferred shares in the Company as non-cash incentives. The issuance of any additional equity securities could cause then-existing stockholders to experience dilution of their ownership interests.

Should the Company issue additional shares in order to finance its business activities, investors’ interests in the Company may be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. As of the date of the filing of this report there are outstanding 3,056,214 common share purchase warrants exercisable into 3,056,214 shares of common stock, and 3,572,000 options granted that are exercisable into 3,572,000 shares of common stock. If all of these are exercised or converted, these would represent approximately 15.9% of the Company’s issued and outstanding shares. If all of the

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warrants and options are exercised and the underlying shares issued, such issuance would cause a reduction in the proportionate ownership and voting power of all other stockholders. The dilution may result in a decline in the market price of the Company’s shares.

Conflicts of interest

Certain of the Company’s officers and directors may be or become associated with other businesses, including natural resource companies that acquire interests in properties. Such associations may give rise to conflicts of interests from time to time. The Company’s directors are required by law to act honestly and in good faith with a view to the Company’s best interests and to disclose any interest, which they may have in any of the Company’s projects or opportunities. In general, if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter or, if he does vote, his vote will not be counted.

Dependence on Key Management Personnel

The Company’s ability to continue exploration and development activities and to develop a competitive edge in the marketplace depends, in large part, on its ability to attract and maintain qualified key management personnel. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract and retain such personnel. The Company’s development now and in the future will depend on the effort of key management figures such as Lindsay Gorrill, Kelly Stopher, David Segelov and Scott Jenkins. The loss of any of these key people could have a material adverse effect on the Company’s business. In addition, the Company has expanded the provisions of its stock option plan so the Company can provide incentive for the key personnel.

Failure to obtain additional financing

Unless and until the Company is able to generate revenues from operations, the Company’s main potential continuing source of funds will be additional debt and/or equity financings which may not be sufficient to sustain operations. There is no guarantee that the Company, if needed, will be able to raise additional funds through debt and/or equity financing or that any such financing will be able to be obtained on terms beneficial to the Company. If Star Gold Corp. is unsuccessful in raising additional funds, the Company will not be able to develop its properties and may be unable to continue as a going concern.

Company Directors and Officers own 36.8% of the Company’s outstanding common stock which may cause corporate decisions influenced by the Directors and Officers to appear to be inconsistent with the interests of other stockholders.

Company directors and/or officers as a group control a combined 36.8% of the issued and outstanding shares of the Company’s common stock. Accordingly, while none of the current directors and/or officers (individually or collectively) can control, as shareholders, who is elected to the board of directors, since these individuals are not simply passive investors but are also active members of Company management, their interests as directors and/or officers and shareholders may, at times, be adverse to those of merely passive investors. Where those conflicts exist, stockholders will be dependent upon management exercising their fiduciary duties as members of the Board of Directors and/or as an officer. Also, due to their stock ownership position, members of the Company’s management team will have: (i) the ability to substantially influence the outcome of many (if not most) corporate actions requiring stockholder approval, including amendments to the Company’s Articles of Incorporation; and (ii) the ability to substantially influence corporate combinations or similar transactions that might benefit minority stockholders which may not be supported by management to the detriment of smaller and/or passive investors.

There is substantial risk that no commercially viable mineral deposits will be found due to speculative nature of mineral exploration,

Exploration for commercially viable mineral deposits is a speculative venture involving substantial risk. Star Gold cannot provide investors with assurance that its mining claim contains commercially viable mineral deposits. The exploration program that the Company will conduct on its claim may not result in the discovery of commercial viable mineral deposits. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, the Company may be unable to complete its business plan and investors could lose their entire investment.

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Due to the inherent dangers involved in mineral exploration, there is a risk that the Company may incur liability or damages as it conducts its business.

The search for minerals involves numerous hazards. As a result, Star Gold Corp. may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which we may elect not to insure. Star Gold Corp. currently has no such insurance nor does the Company expect to acquire such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed the Company’s asset value and cause management to liquidate all of the Company’s assets resulting in the loss of a stockholder’s entire investment.

Exploration efforts may be adversely affected by metals price volatility causing the Company to cease exploration efforts.

The company has no earnings. However, the success of any exploration effort is derived from the price of metal prices that are affected by numerous factors including: 1) expectations for inflation; 2) investor speculative activities: 3) relative exchange rate of the U.S. dollar to other currencies; 4) global and regional demand and production; 5) global and regional political and economic conditions; and 6) production costs in major producing regions. These factors are beyond the Company’s control and are impossible for the Company to accurately predict.

There is no guarantee that current favorable prices for metals and other commodities will be sustained. If the market prices for these commodities fall the Company may temporarily suspend or cease exploration efforts.

Governmental regulation and environmental risks

The Company’s business is subject to extensive federal, state and local laws and regulations governing mining exploration, development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expense, capital expenditures or restrictions and delays in the exploration, mining, production or development of its properties Further drilling at both Longstreet and Excalibur is dependent on a successful Plan of Operation, which may not be forthcoming but which has been applied for as the existing Plan of Operation had expired.

Internal control, fraud detection and financial reporting

Should the Company fail to maintain an effective system of internal controls, it may not be able to detect fraud or report financial results accurately, which could harm the business and could be subject to regulatory scrutiny.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), the Company is required to perform an evaluation of its internal controls over financial reporting. The Company is required to have an independent registered public accounting firm test and evaluate the design and operating effectiveness of such internal controls and publicly attest to such evaluation. Continuing compliance with the requirements of Section 404 is expected to be expensive and time-consuming. If the independent registered public accounting firm cannot attest to management’s evaluation, the Company could be subject to regulatory scrutiny and a loss of public confidence in the Company’s internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause the Company to fail to meet its reporting obligations.

Risks Associated with the Company’s Common Stock

Star Gold Corp. stock is a penny stock; stockholders will be more limited in their ability to sell their stock.

The shares of Star Gold Corp. common stock constitute “penny stocks” under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

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The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of the Company’s common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities.

Legal remedies, which may be available to an investor in "penny stocks,” are as follows:


(a)	if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.

(b)	if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.

(c)	if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.

If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of Star Gold Corp. common stock.

The Company’s stock price has been volatile and stockholder investment in the Company’s common stock could suffer a decline in value.

The Company’s common stock is quoted via the OTC Markets. The market price of the Company’s common stock may fluctuate significantly in response to a number of factors, some of which are beyond the Company’s control. These factors include price fluctuations of precious metals, government regulations, disputes regarding mining claims, broad stock market fluctuations and economic conditions in the United States.

Although the Company’s common stock is currently quoted via the OTC Markets, there are no assurances any public market for the Company’s common stock will continue. There are also no assurances as to the depth or liquidity of any such market or the prices at which holders may be able to sell the shares. An investment in these shares may be totally illiquid and investors may not be able to liquidate their investment readily or at all when they need or desire to sell.

The Company does not intend to pay any dividends on shares of common stock in the near future.

The Company does not currently anticipate declaring and paying dividends to its stockholders in the near future, and any future decision as to the payment of dividends will be at the discretion of the board of directors and will depend upon the Company’s earnings, financial position, capital requirements, plans for expansion and such other factors as the board of directors deems relevant. It is the Company’s intention to apply net earnings, if any, in the foreseeable future to finance the growth and development of the business.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None

ITEM 2.

PROPERTIES.

The Company subleases office space at 611 E. Sherman Avenue, Coeur d'Alene, Idaho, 83814 for $2500 per month from Marlin Property Management, LLC, an entity owned by the spouse of the Company's Chairman of the Board, Lindsay Gorrill. The Company believes this office space and facilities are sufficient to meet the Company's present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company.

Page 10 of 65

The Company currently does not own any real property. The Company owns a vehicle for business use in Nevada and other personal property used in the conduct of the Company’s business at its headquarters and at its various holdings in Nevada.

The Company is an 'exploration state' company with no proven or measured mineral reserves. There is no assurance that a commercially viable mineral deposit exists in any of the Excalibur, Longstreet, of Jet properties. Further exploration and will be required before any final determination as to the economic or legal feasibility may be made as to any of the Company’s properties.

THE EXCALIBUR PROPERTY

On April 11, 2008, Star Gold Corp. executed a property purchase agreement (the "Excalibur Agreement") with MinQuest, Inc. ("MinQuest") granting the Company the right to acquire up to 100% of the mining interests within the Excalibur Property, a mineral exploration property. The property is located in Mineral County Nevada and the Excalibur Agreement originally covered 8 unpatented mining claims. On June 18, 2009, the Company and MinQuest entered into an amending agreement to add an additional 42 claims and expanding the total to 50 claims, all of which are unpatented. A list of claims, ownership and Bureau of Land Management (BLM) serial numbers is shown below:

CLAIM NAME

CLAIMANT’S NAME

NMC NUMBER

MM1

MinQuest Inc.

887042

MM2

MinQuest Inc.

887043

MM3

MinQuest Inc.

887044

MM4

MinQuest Inc.

887045

MM5

MinQuest Inc.

887046

MM6

MinQuest Inc.

887047

MM7

MinQuest Inc.

887048

MM8

MinQuest Inc.

887049

MM9

MinQuest Inc

1003596

MM10

MinQuest Inc

1003597

MM11

MinQuest Inc

1003598

MM12

MinQuest Inc

1003599

MM13

MinQuest Inc

1003600

MM14

MinQuest Inc

1003601

MM15

MinQuest Inc

1003602

MM16

MinQuest Inc

1003603

MM17

MinQuest Inc

1003604

MM18

MinQuest Inc

1003605

MM19

MinQuest Inc

1003606

MM20

MinQuest Inc

1003607

MM21

MinQuest Inc

1003608

MM22

MinQuest Inc

1003609

MM23

MinQuest Inc

1003610

MM24

MinQuest Inc

1003611

MM25

MinQuest Inc

1003612

MM26

MinQuest Inc

1003613

MM27

MinQuest Inc

1003614

MM28

MinQuest Inc

1003615

MM29

MinQuest Inc

1003616

MM30

MinQuest Inc

1003617

MM31

MinQuest Inc

1003618

MM32

MinQuest Inc

1003619

MM33

MinQuest Inc

1003620

MM34

MinQuest Inc

1003621

MM35

MinQuest Inc

1003622

MM36

MinQuest Inc

1003623

MM37

MinQuest Inc

1003624

MM38

MinQuest Inc

1003625

MM39

MinQuest Inc

1003626

MM40

MinQuest Inc

1003627

MM41

MinQuest Inc

1003628

Page 11 of 65

MM42

MinQuest Inc

1003629

MM43

MinQuest Inc

1003630

MM44

MinQuest Inc

1003631

MM45

MinQuest Inc

1003632

MM51

MinQuest Inc

1003633

MM52

MinQuest Inc

1003634

MM53

MinQuest Inc

1003635

MM54

MinQuest Inc

1003636

MM55

MinQuest Inc

1003637

The annual claim fees due to federal and state governments total $7,529 per year and are due before September 1^st of each year.

The Company has completed an initial exploration program on the Excalibur Property, which included Geological Mapping, Rock Sampling and Assaying. Based on this analysis we decided to move forward with the permitting of this property and associated drilling program. The permitting was completed in June 2010 and the drilling program commenced immediately thereafter.

History: The Moho vein, located within the Excalibur Property, was discovered in 1903 and mined intermittently until the 1930’s. According to the US Bureau of Mines IC 6941 written in 1937, the property produced over $100,000 of ore at an average grade of 1 opt gold, 6.5 opt silver and 1.4% lead. This equates to about 5000 tons of hand sorted ore. US Bureau of Mines IC 6941 further reports than additional mineralized material remained, which could potentially be converted into resource or reserve. After 1937 additional work was completed along the northern portion of the property. However, no additional production information is available for the property. The property went into foreclosure around 1984 and was held by the lender until 2006 when Tesoro Resources purchased the property. Although there is significant underground work and numerous trenches along strike of the mineralized zones, no apparent drilling was found within Tesoro’s property during this investigation. In 1991 Dennis Flagle discovered the Excalibur area. He leased the project to Alta Gold in 1996. The project is located approximately 3000 feet northeast of the Moho mine.

Alta staked an additional 120 claims south and east of Flagle’s original Excalibur claims. Alta reportedly conducted minimal geology, a soil sampling program and completed eleven RC drill holes from 1997 to 1998. Although this data is not currently available, it has been offered for sale by Mr. Flagle. Mr. Flagle reports that some “highly” anomalous gold was encountered in two or more of the drill holes. Alta Gold went into receivership in 1998 and the property reverted to the lessor. The claims were abandoned shortly thereafter. MinQuest acquired the ground through staking of eight unpatented mining claims in 2004 and leased the project to Star Gold (then known as Elan Development, Inc.) in 2007. Since that time an additional 46 claims have been added, 175 rock chip samples have been collected throughout the property and a geologic map with structure, alteration and cultural features has been completed.

Geology: Outcrops within the project boundary have been mapped as Permian Mina Formation to recent alluvial fill. The oldest apparent unit outcropping in the area is at least partially of Permian age known as the Mina Formation. It has been age dated by K-Ar dates of detrital hornblende and by fossil fusulinids. The Formation is composed of silty to sandy shale and greywacke. Graded bedding and turbidity structures were noted in the field and were useful in identifying the upside of steeply dipping beds. This unit is green to gray grading from sands to feldspathic mudstone. Massive units are green in color and probably derived from a basic volcanic component. This unit is at least 600 feet thick based on mapping within the project area. The middle unit is composed of tuff with a pumice-rich basal layer. This unit is distinctive and can be used as a top-set indicator since bedding and sag structures in shale are generally destroyed by alteration. This unit is rather thin from a few feet to 20 feet thick. The upper unit is composed of massive to laminated gray to red-brown chert. It may be up to 200 feet thick in some places. However, this unit may be thickened by folding and faulting where mapped. The Mina Formation has been intruded by a Cretaceous quartz-eye granite porphyry stock on the south end of the project. This porphyry ranges from 89 to 93 Ma. The sediment contact is metamorphosed to slate and bleached quartzite. Feldspathic diorite plugs intrude the north and central portion of the property. The diorite has distinctive feldspar laths, often encased in another feldspar. These plugs may be lower Miocene in age correlating with other feldspathic diorite bodies elsewhere in the range. The age dates for similar plugs in the area range from 15 to 22 Ma. Fractionated mafic dikes or sills are probably related to the feldspathic diorite plugs. The dikes or sills utilize fault planes for emplacement. Most of the mineralization occurs during this phase and strongly affects adjacent slate, meta-tuff. Mild alteration effects are also noted within the quartz porphyry. The dikes are generally bleached and altered to clay suggesting mineralizing fluids are related to this event or at least provided plumbing for later hydrothermal fluids. A late stage leucocratic dike swarm parallels the main northwesterly trending valley bisecting the project. This dike swarm cuts all rock types and appears to be the youngest rock formation within the project boundary. No age dates are known for this unit.

Mineralization: Mineralization appears to be related to the mafic dikes and portions of the feldspathic diorite contacts. These intrusive events appear to have acted as conduits for hydrothermal fluids to migrate upwards and deposit minerals. Prospecting

Page 12 of 65

preferentially occurs along the diorite contact near the south-central portion of the claims, along the Moho “Vein”, and along altered mafic dikes and plugs identified elsewhere on the property. There are three distinct types of breccias related to historic prospecting activities. The first breccia type occurs along fault zones that contain zones of rubble up to 10 feet thick flanked by bright orange to red iron oxide staining. A second breccia type is represented by chert fragments cemented by chalcedonic silica. The third type of breccia is related to narrow calcite-filled fault zones and associated weak hematite staining resulting in pink calcite and breccia float trails which are poorly exposed. The bulk of the historic prospecting occurs along multiple, continuous, en echelon zones from 0.5 to 10 feet thick composed of hematite and sparcemented pebble breccias. These breccias wind through the faults zones and can be discontinuous and in discordant orientations. The zones are sometimes 'slaggy' specifically near diorite and mafic dike contacts. The Moho mine and parallel zones are 6 strongly associated with the diorite contact and along mafic dikes. The Moho “Veins” have been prospected to depths of 200 feet or more by multiple shafts and adits. The entire Moho “Vein” zone can be traced for over 7500 feet in length, 600 feet in width and over 1000 feet in elevation. The Central Target is represented by the extension of the Moho that lies within the current claim position can be traced for over 1800 feet before it is lost under alluvial debris. Samples along this extension commonly return highly anomalous values of gold and silver. The workings are less extensive on Star Gold’s claim position. However, the low angle deposition of the mineralization coupled with multiple stacked veins indicates potential for either open pit or underground mining. Recent sampling and mapping have identified alteration consisting of silicified and brecciated zones with associated anomalous gold and silver concentrations. These alteration zones are located within the southern and northeastern portions of the property.

The Southern target is defined by an area roughly 1200 by 1500 feet composed of chert fragments cemented with chalcedonic silica. In places, later fault zones cut this material. The later faults contain clay gouge probably related to the aforementioned dikes and iron oxides. Gold and silver values from this zone are anomalous to highly anomalous (several times background values up to hundreds of times background values). The Northeastern target is hosted within brecciated chert and silicified diorite. Barite veins have been noted locally. Gold and Silver values here are highly anomalous. This area was soil sampled by Alta Gold in 1997 and reportedly contained anomalous gold in soils and in select rock chips. In 1998 Alta drilled five holes to test this target. The hole collars were poorly selected and proved to be too far from the target. Three holes failed to intersect any alteration while two holes were lost as they entered the mineralized zone. The area of anomalous gold is roughly 2500 feet by 900 feet. A target was also identified in the northwestern corner of the property. Samples collected from pits and shafts in this area again are highly anomalous for both gold and silver. To date, this area appears to represent narrow, discontinuous structures hosted by a diorite plug. The target is currently considered too small and will need more work to bring it to a potential drill target. The anomalous gold and silver values noted above are indicators of mineralized systems which will be further evaluated with drilling or follow-up sampling.

THE LONGSTREET PROPERTY

In January of 2010 Star Gold signed an option agreement to lease with an option to acquire from MinQuest, 60 unpatented mining claims (the “Longstreet Property”) totaling approximately 490 hectares (the “Longstreet Agreement”). The Company completed its first phase of drilling in 2011. On July 9, 2010, the Company and MinQuest entered into an amended agreement to add an additional 10 claims and expanded the total to 70 claims, all of which are unpatented. In addition, Star Gold reimburses MinQuest for 5 claims leased from a third party, Roy Clifford. The property comprises 125 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims acquired from local ranchers (Roy Clifford et al)), as well as 50 recently staked claims by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha) (Figure 6-1). The claims are located within Sections 9-17, 20, and 21 of T6N, R47E, MDB&M (Mount Diablo Base Line & Meridian), Nye County.

Star Gold has staked 38 of these claims (Leach Pad Claims) adjacent to the eastern boundary of the property, with the objective of providing a site for leach pads planned for future development of the Main Zone. In addition, Star Gold has staked 12 of the above claims along a corridor leading from the main Longstreet property to the Leach Pad Claims.

A list of claims, ownership and Bureau of Land Management (BLM) serial numbers is shown below:


Claim Name	Registered Owner	NMC Number	Area (Acres)	Date Located	Good Until Date
Original Longstreet Property Claims
Longstreet 1A	MinQuest Inc.	799562	20	22-Jan-1999	September 1, 2014
Longstreet 2A	MinQuest Inc.	799563	20	22-Jan-1999	September 1, 2014

Page 13 of 65


Longstreet 3A	MinQuest Inc.	799564	20	22-Jan-1999	September 1, 2014
Longstreet 6A	MinQuest Inc.	799565	20	22-Jan-1999	September 1, 2014
Longstreet 7A	MinQuest Inc.	799566	20	22-Jan-1999	September 1, 2014
Longstreet 8A	MinQuest Inc.	799567	20	22-Jan-1999	September 1, 2014
Longstreet 9A	MinQuest Inc.	799568	20	22-Jan-1999	September 1, 2014
Longstreet 16A	MinQuest Inc.	799569	20	22-Jan-1999	September 1, 2014
Longstreet 13	MinQuest Inc.	799570	20	22-Jan-1999	September 1, 2014
Longstreet 32	MinQuest Inc.	799571	20	22-Jan-1999	September 1, 2014
Longstreet 34	MinQuest Inc.	799572	20	22-Jan-1999	September 1, 2014
Longstreet 4A	MinQuest Inc.	836168	20	2-Feb-2002	September 1, 2014
Longstreet 5A	MinQuest Inc.	836169	20	2-Feb-2002	September 1, 2014
Longstreet 8	MinQuest Inc.	836170	20	2-Feb-2002	September 1, 2014
Longstreet 10	MinQuest Inc.	836171	20	2-Feb-2002	September 1, 2014
Longstreet 10A	MinQuest Inc.	836172	20	2-Feb-2002	September 1, 2014
Longstreet 28	MinQuest Inc.	836173	20	2-Feb-2002	September 1, 2014
Longstreet 30	MinQuest Inc.	836174	20	2-Feb-2002	September 1, 2014
Longstreet 36	MinQuest Inc.	836175	20	2-Feb-2002	September 1, 2014
Longstreet 37	MinQuest Inc.	836176	20	2-Feb-2002	September 1, 2014
Longstreet 39	MinQuest Inc.	836177	20	2-Feb-2002	September 1, 2014
Longstreet 41	MinQuest Inc.	836178	20	2-Feb-2002	September 1, 2014
Longstreet 43	MinQuest Inc.	836179	20	2-Feb-2002	September 1, 2014
Longstreet 45	MinQuest Inc.	836180	20	2-Feb-2002	September 1, 2014
Longstreet 47	MinQuest Inc.	836181	20	2-Feb-2002	September 1, 2014
Longstreet 49	MinQuest Inc.	836182	20	2-Feb-2002	September 1, 2014
Longstreet 101	MinQuest Inc.	836183	20	2-Feb-2002	September 1, 2014
Longstreet 102	MinQuest Inc.	836184	20	2-Feb-2002	September 1, 2014
Longstreet 103	MinQuest Inc.	836185	20	2-Feb-2002	September 1, 2014
Longstreet 104	MinQuest Inc.	836186	20	2-Feb-2002	September 1, 2014
Longstreet 105	MinQuest Inc.	836187	20	2-Feb-2002	September 1, 2014
Longstreet 106	MinQuest Inc.	836188	20	2-Feb-2002	September 1, 2014
Longstreet 107	MinQuest Inc.	836189	20	2-Feb-2002	September 1, 2014
Longstreet 108	MinQuest Inc.	836190	20	2-Feb-2002	September 1, 2014
Longstreet 12	MinQuest Inc.	843867	20	25-Feb-2003	September 1, 2014
Longstreet 14	MinQuest Inc.	843868	20	25-Feb-2003	September 1, 2014
Longstreet 16	MinQuest Inc.	843869	20	25-Feb-2003	September 1, 2014
Longstreet 18	MinQuest Inc.	843870	20	25-Feb-2003	September 1, 2014
Longstreet 20	MinQuest Inc.	843871	20	25-Feb-2003	September 1, 2014
Longstreet 26	MinQuest Inc.	843872	20	25-Feb-2003	September 1, 2014
Longstreet 42	MinQuest Inc.	843873	20	25-Feb-2003	September 1, 2014
Longstreet 44	MinQuest Inc.	843874	20	25-Feb-2003	September 1, 2014
Longstreet 46	MinQuest Inc.	843875	20	25-Feb-2003	September 1, 2014
Longstreet 48	MinQuest Inc.	843876	20	25-Feb-2003	September 1, 2014
Longstreet 50	MinQuest Inc.	843877	20	25-Feb-2003	September 1, 2014
Longstreet 40	MinQuest Inc.	851568	20	25-Feb-2003	September 1, 2014
Longstreet 118	MinQuest Inc.	851569	20	29-Sep-2003	September 1, 2014
Longstreet 119	MinQuest Inc.	851570	20	29-Sep-2003	September 1, 2014
Longstreet 120	MinQuest Inc.	851571	20	29-Sep-2003	September 1, 2014
Longstreet 121	MinQuest Inc.	851572	20	29-Sep-2003	September 1, 2014
Longstreet 122	MinQuest Inc.	851573	20	29-Sep-2003	September 1, 2014
Longstreet 123	MinQuest Inc.	851574	20	29-Sep-2003	September 1, 2014
Longstreet 124	MinQuest Inc.	851575	20	29-Sep-2003	September 1, 2014
Longstreet 109	MinQuest Inc.	855021	20	25-Feb-2003	September 1, 2014

Page 14 of 65


Longstreet 110	MinQuest Inc.	855022	20	25-Feb-2003	September 1, 2014
Longstreet 111	MinQuest Inc.	855023	20	25-Feb-2003	September 1, 2014
Longstreet 112	MinQuest Inc.	855024	20	25-Feb-2003	September 1, 2014
Longstreet 113	MinQuest Inc.	855025	20	25-Feb-2003	September 1, 2014
Longstreet 114	MinQuest Inc.	855026	20	25-Feb-2003	September 1, 2014
Longstreet 115	MinQuest Inc.	855027	20	25-Feb-2003	September 1, 2014
Longstreet 56	MinQuest Inc.	1025831	20	9-Jul-2010	September 1, 2014
Longstreet 57	MinQuest Inc.	1025832	20	9-Jul-2010	September 1, 2014
Longstreet 58	MinQuest Inc.	1025833	20	9-Jul-2010	September 1, 2014
Longstreet 59	MinQuest Inc.	1025834	20	9-Jul-2010	September 1, 2014
Longstreet 60	MinQuest Inc.	1025835	20	9-Jul-2010	September 1, 2014
Longstreet 61	MinQuest Inc.	1025836	20	9-Jul-2010	September 1, 2014
Longstreet 62	MinQuest Inc.	1025837	20	9-Jul-2010	September 1, 2014
Longstreet 63	MinQuest Inc.	1025838	20	9-Jul-2010	September 1, 2014
Longstreet 64	MinQuest Inc.	1025839	20	9-Jul-2010	September 1, 2014
Longstreet 65	MinQuest Inc.	1025840	20	9-Jul-2010	September 1, 2014
Longstreet 11	Roy Clifford et al	164002	20	14-Jun-1980	September 1, 2014
Longstreet 12	Roy Clifford et al	164003	20	14-Jun-1980	September 1, 2014
Longstreet 14	Roy Clifford et al	164005	20	14-Jun-1980	September 1, 2014
Longstreet 15	Roy Clifford et al	164006	20	14-Jun-1980	September 1, 2014
Morning Star	Roy Clifford et al	96719	20	1-Jul-1957	September 1, 2014
Subtotal Original	75		1,500
Leach Pad Claims
Longstreet 200	MinQuest Inc.	1073640	20	22-Jun-2012	September 1, 2014
Longstreet 201	MinQuest Inc.	1073641	20	22-Jun-2012	September 1, 2014
Longstreet 202	MinQuest Inc.	1073642	20	22-Jun-2012	September 1, 2014
Longstreet 203	MinQuest Inc.	1073643	20	22-Jun-2012	September 1, 2014
Longstreet 204	MinQuest Inc.	1073644	20	22-Jun-2012	September 1, 2014
Longstreet 205	MinQuest Inc.	1073645	20	22-Jun-2012	September 1, 2014
Longstreet 206	MinQuest Inc.	1073646	20	22-Jun-2012	September 1, 2014
Longstreet 207	MinQuest Inc.	1073647	20	22-Jun-2012	September 1, 2014
Longstreet 208	MinQuest Inc.	1073648	20	22-Jun-2012	September 1, 2014
Longstreet 209	MinQuest Inc.	1073649	20	22-Jun-2012	September 1, 2014
Longstreet 210	MinQuest Inc.	1073650	20	22-Jun-2012	September 1, 2014
Longstreet 211	MinQuest Inc.	1073651	20	22-Jun-2012	September 1, 2014
Longstreet 212	MinQuest Inc.	1073652	20	22-Jun-2012	September 1, 2014
Longstreet 213	MinQuest Inc.	1073653	20	22-Jun-2012	September 1, 2014
Longstreet 214	MinQuest Inc.	1073654	20	22-Jun-2012	September 1, 2014
Longstreet 215	MinQuest Inc.	1073655	20	22-Jun-2012	September 1, 2014
Longstreet 216	MinQuest Inc.	1073656	20	22-Jun-2012	September 1, 2014
Longstreet 217	MinQuest Inc.	1073657	20	22-Jun-2012	September 1, 2014
Longstreet 218	MinQuest Inc.	1073658	20	22-Jun-2012	September 1, 2014
Longstreet 219	MinQuest Inc.	1073659	20	22-Jun-2012	September 1, 2014
Longstreet 220	MinQuest Inc.	1073660	20	22-Jun-2012	September 1, 2014
Longstreet 210	MinQuest Inc.	1073661	20	22-Jun-2012	September 1, 2014
Longstreet 220	MinQuest Inc.	1073662	20	22-Jun-2012	September 1, 2014
Longstreet 223	MinQuest Inc.	1073663	20	22-Jun-2012	September 1, 2014
Longstreet 224	MinQuest Inc.	1073664	20	22-Jun-2012	September 1, 2014

Page 15 of 65


Longstreet 225	MinQuest Inc.	1073665	20	22-Jun-2012	September 1, 2014


Longstreet 226	MinQuest Inc.	1073666	20	22-Jun-2012	September 1, 2014
Longstreet 227	MinQuest Inc.	1073667	20	22-Jun-2012	September 1, 2014
Longstreet 228	MinQuest Inc.	1073668	20	22-Jun-2012	September 1, 2014
Longstreet 229	MinQuest Inc.	1073669	20	22-Jun-2012	September 1, 2014
Longstreet 230	MinQuest Inc.	1073670	20	22-Jun-2012	September 1, 2014
Longstreet 231	MinQuest Inc.	1073671	20	22-Jun-2012	September 1, 2014
Longstreet 232	MinQuest Inc.	1073672	20	22-Jun-2012	September 1, 2014
Longstreet 233	MinQuest Inc.	1073673	20	22-Jun-2012	September 1, 2014
Longstreet 234	MinQuest Inc.	1073674	20	22-Jun-2012	September 1, 2014
Longstreet 235	MinQuest Inc.	1073675	20	22-Jun-2012	September 1, 2014
Longstreet 236	MinQuest Inc.	1073676	20	22-Jun-2012	September 1, 2014
Longstreet 237	MinQuest Inc.	1073677	20	22-Jun-2012	September 1, 2014
Subtotal Leach Pad	38		760

Corridor Claims
Longstreet 66	MinQuest Inc.	1080730	20	5-Sept-2012	September 1, 2014
Longstreet 238	MinQuest Inc.	1080731	20	5-Sept-2012	September 1, 2014
Longstreet 239	MinQuest Inc.	1080732	20	5-Sept-2012	September 1, 2014
Longstreet 240	MinQuest Inc.	1080733	20	5-Sept-2012	September 1, 2014
Longstreet 241	MinQuest Inc.	1080734	20	5-Sept-2012	September 1, 2014
Longstreet 242	MinQuest Inc.	1080735	20	5-Sept-2012	September 1, 2014
Longstreet 243	MinQuest Inc.	1080736	20	5-Sept-2012	September 1, 2014
Longstreet 244	MinQuest Inc.	1080737	20	5-Sept-2012	September 1, 2014
Longstreet 245	MinQuest Inc.	1080738	20	5-Sept-2012	September 1, 2014
Longstreet 246	MinQuest Inc.	1080739	20	5-Sept-2012	September 1, 2014
Longstreet 247	MinQuest Inc.	1080740	20	5-Sept-2012	September 1, 2014
Longstreet 248	MinQuest Inc.	1080741	20	5-Sept-2012	September 1, 2014
Subtotal Corridor	12		240
Total	125		2,500

Star Gold must make annual claim filing fees of $140 ($155 in 2014) per claim with the Bureau of Land Management (BLM), and Nevada/Nye County claim filing fees of $10.50 per claim plus $4.00 for filing with the Nye County office at Tonopah. The 2013 total annual claim payment was $17,011.

The terms of the Longstreet Agreement called for an initial cash payment of $20,000, the issuance of 25,000 shares of Star Gold shares and 25,000 stock options based on “fair market price” to MinQuest. The Longstreet Agreement also requires cash payments totaling $250,000 over seven years and the issuance of 175,000 shares and 175,000 stock options based on “fair market price” over the same seven-year period. The Company has agreed to work commitments of $3,550,000 over seven years. Following the seventh anniversary of the agreement and if commitments have been met Star Gold shall receive a quitclaim deed for a 100% interest in the Longstreet Property in consideration of an ongoing 3% NSR to MinQuest.

The Longstreet project is located 48 kilometers southeast of the Round Mountain Mine in Nevada. Longstreet is a Round Mountain style volcanic-hosted gold deposit. The first vein mapping program ever done at Longstreet was completed in October, 2002. This work disclosed that gold-bearing veins at Main, as well as 6 other targets in the project area are steeply dipping. Most of the previous drilling was vertical. This indicates high potential to increase continuity, tonnage and grade of the resource. Surface geochemical sampling of veins from all the currently defined targets found gold values up to 18.1 g/t. As at Round Mountain the property contains strong potential for both open pit heap-leachable and high-grade millable ore. No party reading this report should conclude the Longstreet property has economic mineralization due to Longstreet's proximity to Round Mountain. Comparison to this and other

Page 16 of 65

historic or producing mines is strictly informational relative to location and similar geologic characteristics.

History: The Longstreet Property was discovered in the early 1900’s, but had limited development work until 1929. A 1929 report and maps show development of the “Golden Lion Mine” on two levels spaced 75 meters apart vertically. The report indicates development of 300,000 tons of “vein material” averaging 0.20 oz/ton (6.8 g/t) gold and 8 oz/ton (274 g/t) silver. A mill was constructed, the remnants of which are still on the property. However, the small stopes underground indicate very little mining was done and the operation was abandoned.

The property lay idle until 1980 when Keradamex Inc. and E & B Exploration formed a joint venture to explore the property. The venture conducted soil and rock chip geochemical surveys, limited underground sampling and drilled seven (one was abandoned) angle core holes into the Main mine workings area. This drilling revealed the presence of fracture related gold mineralization up to 36 meters thick extending into the hanging wall of the vein structure.  In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.


Historic Drilling Summary
Date	Company	Number of Holes	Total Footage
1980	Keradamex	7	NA
1982-1983	Minerva	-	UG Sampling, no drilling
1984-1997	Naneco	Approx 500	NA, RC and air track
1987	Cyprus	7	3,000
2002-2005	R.E.M.	30	11,000

Page 17 of 65

[stargold10k043014final001.jpg]

Page 18 of 65

In 1982 Minerva Exploration optioned the property and initiated an underground sampling program. In 1983 a joint venture was formed with Geomex Canada Resources Ltd. Derry, Michener, and Booth were commissioned to assess the property and conducted underground sampling, bulk sampling and metallurgical testing.

In early 1984 Naneco Resources Ltd., an Alberta company, acquired all of the assets of Minerva and an additional 10 percent interest in the property from Geomex. As operator, Naneco immediately initiated drilling. In 1985, with over 200 RC holes drilled the venture announced encouraging results with anomalous grades of gold and silver throughout its drilling samples.

During the next few years Naneco increased its interest from 53 percent to 100 percent, conducted additional metallurgy, economic evaluation and drilling. At least 492 RC holes have been drilled, most within the Main resource area. Unable to raise money because of falling gold prices and strapped with high land payments to the claim owners, Naneco relinquished the property in 1998. MinQuest acquired it shortly thereafter. The Cyprus target, which was evaluated by Cyprus Minerals Company in 1987 was acquired by MinQuest in early 2002.

The property was optioned to Rare Earth Metals Corp. (REM) in May of 2002. REM later changed its name to Harvest Gold. Mapping and geochemical sampling of the 7 targets shown on the attached map was completed in October, 2002. From 2003 through 2005 REM drilled 30 holes into Main totaling 3,350 meters. The drill holes were angled toward the intersection of the two primary sheeted vein sets. Results showed a 20% improvement in average grade over vertical drilling.

Following the split of REM into Harvest Gold and VMS Ventures Inc. Harvest performed no further work at Longstreet after late 2005. The property was finally returned to MinQuest in August, 2009. By agreement with Minquest, Star Gold Corp. received an option to acquire the property on January 15, 2010.

Star Gold began drilling in the fall of 2011. A 16 hole program at Main showed new intercepts at depth in the central portion of the deposit. Intercept thicknesses of +0.01 oz/ton gold equivalent values are 65 to 120 feet. Of the 16 holes drilled 8 have +100 feet thicknesses of +0.01 oz/ton gold equivalent and 4 have +200 feet thicknesses of +0.01 oz/ton gold equivalent. Drill hole LS-1101 has 305 feet of +0.01 oz/ton gold equivalent. Gold equivalent values were derived from the following formula: AuEq oz/ton = Au oz/ton + (Ag oz/ton)/60. Drilling results are shown in the table below.

Drill samples were sent through a rotating, wet sample splitter attached to the drill in order to reduce the sample volume and maintain a representative sample. Drill helpers, under the supervision of the project geologist, collected and bagged an 'A' and 'B' sample on 5-foot intervals. Procedurally, an 'A' sample is collected and held by the project geologist for security purposes until it can be delivered to an assay facility. The 'B' sample then remains on site as a duplicate or backup sample if needed at a later date. A blank and two known 'standard’ pulps are then submitted randomly spaced with each drill hole. Once assays are available, they are examined for unexpected high or low values. If unexpected high or low values are encountered, the 'B' splits may be collected and submitted, or the lab may be requested to re-assay the pulp or reject in question. The 'check' samples and 'standard' are examined to insure they agree with the original or know within accepted limits, usually +or- 10%.

ALS Chemex of Reno, Nevada did all sample preparation, including crushing, grinding and preparation of the assay pulps. The samples were never left unattended or unsecured by project geologist, drilling or laboratory staff nor are they handled by officers, directors or associates of Star Gold.

Sample preparation involves crushing the entire sample to -10 mesh, splitting, then pulverizing 1,000 grams to 75% passing 75 micron mesh. These pulps are then transferred within the ALS Chemex facility for assay. Both gold and silver assays are done by fire assay with an AA finish. The standard Star-Longstreet submittal to ALS Chemex requests a 30 gram charge for gold fire assay. Assays which exceed 10 g/ton are automatically subjected to a gravimetric finish. Select sample intervals, usually those near intervals assaying significant gold, are chosen by the project geologist for re-assay also.

The Longstreet project is associated with a paleo-hot springs system in a caldera associated volcanic setting very similar to the Round Mountain mine. Round Mountain is an open pit, heap-leach mine that has produced over 10 million ounces of gold over a 30 year period with the average grade currently being mined of 0.018 oz/ton gold. Cut-off grades for Round Mountain and several other oxide ore heap leach operations in Nevada range from 0.003 to 0.005 oz/ton gold. Star Gold hopes to develop an open pit, bulk minable, heap leachable gold/silver mine at Longstreet.

No party reading this report should conclude the Longstreet property has economic mineralization due to Longstreet's proximity to any historic or producing mines and any information regarding any such historic or producing mines is strictly informational relative to location and similar geologic characteristics.

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Regional Geology and Mineralization: The Longstreet Property is located in the Nevada portion of the Basin and Range Province. This geological province is characterized by repeated episodes of compressional deformation in Paleozoic and Mesozoic time followed by extensional deformation and extensive magmatism and volcanism in Cenozoic time. Gold deposits are most often described as being associated with ‘mineralization trends’, that are a reflection of deep crustal structures and magmatism, such as the ‘Walker Lane’ and the ‘Carlin Trend’. The Longstreet Project is located in the Monitor Range, adjacent to the northwest trending Walker Lane volcanic-hosted gold trend that includes such world-class deposits as the Comstock and Goldfields mining camps


2013 Drill Results Longstreet (≥ 5 feet @ ≥ 0.01 oz/ton gold equivalent) 08/26/13

Hole No.	From	To	Interval	True	Gold	Silver	True	Gold	Silver	Au Equiv.
	(feet)	(feet)	(feet)	Width	(oz/ton)	(oz/ton)	Width (m)	(g/t)	(g/t)	(oz/ton)
LS-1301	45	50	5.0	5.0	0.008	0.274	1.5	0.263	9.4	0.012
	150	160	10.0	10.0	0.016	0.058	3.0	0.535	2.0	0.017
	190	215	25.0	25.0	0.009	0.141	7.6	0.300	4.8	0.011
LS-1302	0	40	40.0	36.0	0.015	0.894	11.0	0.516	30.6	0.030
	70	165	95.0	85.5	0.009	0.482	26.1	0.307	16.5	0.017
	205	270	65.0	58.5	0.012	0.444	17.8	0.396	15.2	0.019
LS-1303	85	110	25.0	25.0	0.003	0.935	7.6	0.098	32.0	0.018
	145	150	5.0	5.0	0.009	0.105	1.5	0.292	3.6	0.010
	165	170	5.0	5.0	0.007	0.201	1.5	0.238	6.9	0.010
	185	230	45.0	45.0	0.006	0.374	13.7	0.191	12.8	0.012
	255	300	45.0	45.0	0.004	0.326	13.7	0.148	11.2	0.010
LS-1304	35	50	15.0	15.0	0.004	0.388	4.6	0.130	13.3	0.010
	60	85	25.0	25.0	0.008	0.384	7.6	0.258	13.1	0.014
	130	155	25.0	25.0	0.065	0.467	7.6	2.218	16.0	0.073
LS-1305	15	30	15.0	15.0	0.007	0.184	4.6	0.226	6.3	0.010
	45	145	100.0	100.0	0.009	0.306	30.5	0.305	10.5	0.014
	210	220	10.0	10.0	0.006	0.291	3.0	0.220	10.0	0.011
LS-1306	45	50	5.0	5.0	0.004	0.523	1.5	0.120	17.9	0.012
	205	295	90.0	90.0	0.003	0.521	27.4	0.095	17.9	0.011
LS-1307	120	145	25.0	25	0.007	0.783	7.6	0.236	26.8	0.020
LS-1308	85	90	5.0	5	0.009	0.146	1.5	0.314	5.0	0.012
	180	190	10.0	10.0	0.003	0.444	3.0	0.101	15.2	0.010
	280	340	60.0	60.0	0.003	0.833	18.3	0.104	28.5	0.017
LS-1309	0	10	10.0	10.0	0.015	0.304	3.0	0.509	10.4	0.020
	40	265	225.0	225.0	0.022	0.678	68.6	0.750	23.2	0.033
	330	340	10.0	10.0	0.005	0.492	3.0	0.169	16.9	0.013
LS-1310	0	20	20.0	20	0.010	0.349	6.1	0.342	12.0	0.016
LS-1311	0	30	30.0	30	0.004	0.471	9.1	0.140	16.1	0.012
	50	115	65.0	65	0.010	0.798	19.8	0.351	27.3	0.024
	350	360	10.0	10	0.002	0.581	3.0	0.070	19.9	0.012
LS-1312	45	60	15.0	15.0	0.010	0.091	4.6	0.343	3.1	0.012
	120	125	5.0	5.0	0.005	0.321	1.5	0.172	11.0	0.010
	150	255	105.0	105.0	0.012	1.056	32.0	0.423	36.2	0.030
	290	380	90.0	90.0	0.006	0.494	27.4	0.191	16.9	0.014
LS-1313	0	15	15.0	15.0	0.009	0.288	4.6	0.308	9.9	0.014
	50	105	55.0	55.0	0.019	0.735	16.8	0.641	25.2	0.031
	120	130	10.0	10.0	0.004	0.720	3.0	0.138	24.7	0.016
	160	200	40.0	40.0	0.038	0.810	12.2	1.300	27.7	0.051

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	245	250	5.0	5.0	0.013	0.277	1.5	0.439	9.5	0.017
LS-1314	0	65	65.0	65.0	0.017	0.787	19.8	0.572	27.0	0.030
	245	340	95.0	95.0	0.004	1.424	29.0	0.134	48.8	0.028
	355	380	25.0	25.0	0.003	0.423	7.6	0.102	14.5	0.010
LS-1315	0	15	15.0	15.0	0.005	0.318	4.6	0.176	10.9	0.010
	50	55	5.0	5.0	0.012	0.520	1.5	0.406	17.8	0.021
	95	100	5.0	5.0	0.003	0.742	1.5	0.093	25.4	0.015
	145	150	5.0	5.0	0.002	1.323	1.5	0.056	45.3	0.024
	205	210	5.0	5.0	0.003	0.689	1.5	0.092	23.6	0.014
LS-1316	0	30	30.0	30	0.014	0.215	9.1	0.482	7.4	0.018
	175	185	10.0	10	0.010	0.254	3.0	0.334	8.7	0.014
	220	225	5.0	5	0.012	0.239	1.5	0.408	8.2	0.016
	240	280	40.0	40	0.019	0.596	12.2	0.651	20.4	0.029
LS-1317	50	55	5.0	5	0.004	0.493	1.5	0.153	16.9	0.013
	95	100	5.0	5	0.003	0.432	1.5	0.096	14.8	0.010
LS-1318	0	15	15.0	15	0.009	0.450	4.6	0.323	15.4	0.017
	25	75	50.0	50	0.005	0.281	15.2	0.186	9.6	0.010
LS-1319	0	20	20.0	20	0.015	0.190	6.1	0.503	6.5	0.018
	175	205	30.0	30	0.032	10.340	9.1	1.087	354.1	0.204
including	180	185	5.0	5	0.166	54.312	1.5	5.690	1860.0	1.071
LS-1320				Hole abandoned at 100 feet. No +0.01 Au Equiv. results
Note: Au Equiv. calculation uses Au/Ag ratio of 60/1

The Monitor Range is a westward-tilted fault block that has been elevated by normal faults along its eastern front, and is typical of the uplifted mountains of the Basin and Range Province. The ranges are topographic highs rising above alluvium-filled valleys generated by Tertiary extensional tectonics. Central Nevada was an area of intense Oligocene – Miocene ash-flow volcanism that created numerous calderas and their outflow products. At least 13 calderas that range in age between 32 and 22 Ma have been mapped or interpreted in the area extending from the Shoshone Mountains eastward to the Monitor Range. The southern Monitor Range consists Mainly of Tertiary age volcanics and hypabyssal rocks related to the eruption of the Big Ten Peak volcano and a nearby unnamed 29 Ma caldera (Kleinhampl and Ziony, 1985) intruding and overlying Paleozoic sedimentary and metamorphic rocks.

The Paleozoic rocks are thrust-faulted marine sedimentary rocks comprised of quartzite, argillite and limestone of Cambrian, Ordovician and Silurian age. Minor amounts of Permian marine sediments are also present in the Georges Canyon area.

In the southern Monitor Range Tertiary age volcanic rocks comprise more than 90% of the exposed bedrock. These rocks are more than 1 km thick and are predominantly flat-lying. Early Oligocene to early Miocene rhyolitic to dacitic ash-flow tuffs, with rhyolitic welded tuff are the thickest and most extensive units. Most of the Tertiary intrusions in the region are rhyolitic, but several small dacitic to andesitic dikes are present in the Georges Canyon area.

Mineral deposits in this part of the Basin and Range Province are varied and widespread and some of them have (had) substantial metal production. The producing Round Mountain gold deposit is about 25 miles northwest, and the past-producing Manhattan Mining Camp (gold/silver) is about 20 miles west-northwest of the Longstreet Property.

The Round Mountain Mine is a giant among epithermal precious metal deposits hosted by volcanic rocks, and the mineralization is a classic example of low sulphidation epithermal gold mineralization (White and Hedenquist, 1995). Gold deposits were discovered at Round Mountain in 1906 (Shawe, 1982) and by 1959 about 410 thousand ounces (troy ounces) of gold had been produced from placer and narrow vein lode deposits. Current production by open-pit mining methods commenced in 1977. Kinross (2010) reported an annual production for 2010 at 184,554 ounces of AuEq, with over 66 million tons of proven and probable reserves.

The oxidized ore is described as a closely spaced set of steeply dipping veins and veinlets following northwest-trending faults and associated joints over broad areas. Significant gold mineralization is not found in northeast-trending faults and fractures. The vein/veinlet system contains quartz, adularia, limonite (oxidized from pyrite), manganese oxide and associated native free gold. Flat veins are similar to the steep veins in character and mineral content, but with more brecciation of the wall rocks. Gold contents also

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appear to be higher in the flat veins. The adularia in the ore related veins is dated at 25.9 to 26.6 Ma, which is indistinguishable from the age of the enclosing ‘Tuffs of Round Mountain’ welded ash flow tuffs. These tuffs were erupted from the Round Mountain caldera and were deposited within the caldera (Henry, Castor and Elson, 1996).

Hydrothermal alteration associated with the bulk mineable ore is evidenced by silicification and the replacement of magmatic feldspar by hydrothermal feldspar engendered by a potassium-rich hydrothermal fluid (Sander, 1988).

The Manhattan gold / silver camp is located approximately 20 miles west-northwest of the Longstreet Mine and is an example of Tertiary epithermal mineralization superimposed on Paleozoic sedimentary rocks. Gold / silver deposits were discovered at Manhattan in 1905 (Shawe, 1982) and by 1959 about 10,500 kg of gold and 4,400 kg of silver had been produced from placer and lode deposits. The lode deposits in the Manhattan district are of a variety of types, although they occur together in a coherent belt about 1 km wide, which follows the south side of the Manhattan caldera for about 10 km. The most productive deposits formed in strongly faulted argillite and quartzite of the Cambrian age Gold Hill Formation. The generally north-trending zones of mineralized fractures are stockworks containing quartz, adularia, pyrite (oxidized to limonite) and native gold similar to the sheeted zones at Round Mountain. The silver production recorded for this camp is related to electrum and various silver-bearing sulphosalts.

The Clipper Mine located approximately 5 miles southwest of the Longstreet Mine near Murphy Camp was discovered in 1903 and was worked intermittently until 1943. The mine was initially developed during World War I and included a 175 foot shaft and a 370 foot adit. Recorded production is about $12,000 (in 1951dollars) from mineralization having a gold to silver ratio of 1:1 and assaying from $34-124 per ton (1951 dollars). Host rocks are welded rhyolite ash-flow tuffs similar to the Longstreet mine. The Little Joe Claim located 6 miles south-southwest of the Longstreet Mine was developed by a 75 foot inclined shaft. Gold-bearing veins in ‘rhyolitic tuff’ were mined but production details are lacking.

At an un-named mine, located 1.5 miles west of the mouth of Georges Canyon irregular gold / silver quartz veins and veinlets containing minor pyrite were exploited from a 25 foot inclined shaft. The vein system occurs in possible Paleozoic light gray chert and silicified argillite along a fault. No production details are available.

Mineralization on the Last Chance claims located 11 miles west-northwest of the Longstreet Mine and southwest of Big Ten Peak was discovered in the 1920s. Mineralization consists of argentiferous galena, minor sphalerite and pyrite occurring in irregular pipes and chimneys generally at the intersection of cross faults within a northwest-trending shear zone in pre-Tertiary rocks. This property was developed by a 30 m two compartment shaft and a 61 m adit. Production in the late 1920s is recorded as 13.6 tons containing an average of 720 g/t Ag, 21% Pb and 2% Zn. A further 18.1 tons produced in 1938 contained 240-275 g/t Ag and 8% Pb.

Metallurgy: 2013 Metallurgical Test Program

The 2013 metallurgical test work program was conducted by McLelland Laboratories under the direction of a QP metallurgical engineer contracted by Star Gold. The program included bottle roll tests, column tests and comminution tests and mineralogical examination.

Section Sample Assays

A total of 65 underground adit samples weighing 816 pounds (370kg) and three surface samples weighing 904 pounds (410kg) were collected for metallurgical testing. Each of these samples were crushed to 100% -2 inches (50mm) and assayed for gold and silver in duplicate. Assay results are listed in Table 8.2. Samples were combined to generate surface and underground composites, as well as a blended master composite. Triplicate direct assays were conducted on each composite. Standard deviations between triplicate head assays were high, particularly for the surface master composite. The agreement between the triplicate splits was not good, however the average of the triplicate assays is close to what was expected, based on the section assays. It was noted that the Quality Control samples all checked out as well, which indicates that the assays are good and the gold occurrence in the potentially economic mineralization is just a little “spotty”.

Table . Gold Head Assays and Head Grade Comparisons


Longstreet Composites
	SMC, g/mt		UMC, g/mt		BMC, g/mt
Determination	Au	Ag	Au	Ag	Au	Ag

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Direct Assay, Init.	0.21	17	0.70	67	0.57	40
Direct Assay, Dup.	0.67	34	0.82	63	0.66	41
Direct Assay, Trip.	0.37	21	1.09	53	0.77	50
Average	0.42	24	0.87	61	0.67	44
Std. Deviation	0.23	9	0.20	7	0.10	6

A total of twenty pieces of rock from both underground and surface were selected for comminution testing. The remainder of the samples were separately stage crushed to 100% -2-inches (-50mm). Each of the underground and surface samples were then blended to form a master composite representing both the underground and surface samples. The blended sample was then split to generate a third master composite. Samples were collected for bottle roll tests. All composites were then further crushed to 80% -3/4 inch (19mm), blended, then split into 75kg lots for column testing.

Selection sample assay results and detailed blending procedures are provided in the Appendix to this report.

Bottle Roll Testing

A bottle roll test was conducted on each of the three composites at an 80% -10 Mesh (1.7mm) feed size to determine lime requirements for column leach testing. Gold and silver recoveries were similar for all three composites. Gold recoveries ranged from 80.6% to 81.9% and silver recoveries ranged from 17.5% to 20.0%.

Additional bottle roll tests, at a cyanide concentration of 1.0g NaCN/L were conducted on the blended master composite at feed sizes of 100% -2 inches (50mm), 80% -3/4 inches (19mm) and 80% -1/4 inch (6.3mm) to determine sensitivity to feed size. The blended master composite showed a moderate sensitivity to feed size with respect to gold and silver recovery. Recovery was 18.4% higher for gold, and 13.9% higher for silver, at a feed size of 80% -1/16 inches (1.7mm) than at a feed size of 100% -2 inches (50mm).

Silver recovery, for each bottle roll test conducted, was low. In order to investigate the cause of the low silver recovery, three additional bottle roll tests were conducted on the blended master composite to determine response to increased cyanide concentration (5.0g NaCN/L) at typical heap leach (80% -3/4 inches, 80% -1/4 inches) and milled (80% -200 Mesh (75µm)) feed sizes.

Results showed that increasing the cyanide concentration did not significantly increase silver recovery at heap leach feed sizes, however, silver recovery increased substantially when feed was finely ground. Silver recovery was 60.6% from the bottle roll test conducted on 80% -200 mesh material. Gold recovery was also moderately higher when fine grinding was employed. Mineralogical analysis of head and tail samples of the blended master composite confirm that the primary reason for low silver recovery is due to the very fine grained nature of the silver sulfide, which when exposed, is readily leachable. The silver leach rate at 200 mesh was extremely fast. Silver recovery was complete within the first two hours, which suggests that the silver mineralization is very fast leaching once liberated. In contrast, silver-bearing jarosites tend to be refractory and are usually unaffected by leaching regardless of the grind size.

Summary results from bottle roll testing are given in Table 8.3. Detailed bottle roll test data including leach rate figures, are provided in the attached spreadsheet.

Table . Bottle Roll Test Results, 2013

[stargold10k043014final003.gif]

Both gold and silver recoveries are slightly improved with increased crush size, the increase in recovery is more pronounced in the silver as compared to gold when a fine grind is applied. Figure 8.3 illustrates this. It is important to keep in mind that in order to reduce the particle size to 80 % passing 75 microns a conventional comminution circuit employing crushing and grinding would be required.

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[stargold10k043014final005.gif]

Figure . Crush Size Versus Metal Recovery

Column Leach Testing

Column leach test were conducted on each of the master composites, utilizing a feed size of 80% -3/4 inch (19 mm) in order to determine gold and silver recoveries, recovery rates and reagent requirements under simulated heap leach conditions. Lime additions were based on bottle roll tests. Test columns were sized at 15 cm diameter by 3 meters high using PVC piping with material stacked in the leaching columns in a manner in which to minimize particle segregation and compaction. Leaching was conducted by applying a cyanide solution of 1.0g NACN/L over the charge at a feed rate of 12 Lph/m² of column cross sectional area. After leaching, fresh water rinsing was conducted to remove residual cyanide and to recover dissolved gold and silver values.

Detail column leach tests data, including screen analysis of the feed and tails and drain down rates can be found in the Appendix, identified as McLelland Report No. 3829 entitled Heap Leach Cyanidation Testing Longstreet Project, dated April 6, 2014.

All three composites were leached for 190 days. Gold and silver extractions for the surface master composite (SMC) reached 88.9 % and 20.0 %, respectively. Gold and silver extraction for the underground master composites (UMC) was 84.6 % for gold and 15.4 % for silver. The master blend composite (MBC) achieved gold and silver recoveries of 86.3 and 16.7 respectively. Summary results from column leach testing are provided in Table 8.4. Detailed results, including leach rate figures are provided in the Appendix.

Table . Summary Metallurgical Test Results


Summary Metallurgical Results, Column Percolation Leach Tests, Longstreet Mine Composites, 80%-19mm Feed Size
Sample I.D.	Test No.	Leach/rinse Time, days	mt/mt ore	g Au/mt ore Extracted	Average Head	g Ag/mt ore Extracted	Average Head	NaCN consumed kg/mt ore	Lime added kg/mt ore
SMC	P-1	153	4.8	0.32	0.38	5	24	1.45	1.7
UMC	P-2	158	5.3	0.59	0.85	7	60	1.90	2.7
BMC	P-3	158	5.2	0.63	0.68	8	45	1.78	2.0

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Recovery results by size fraction for all three master composites indicates that finer crushing would not substantially improve gold recovery. Gold recovery was similar throughout the various size fractions with only a slightly elevated recovery in the finest size fraction (-75 microns). Silver recovery on the other hand would benefit from a finer particle size and would require fine grinding in order to maximize recovery.

Overall metallurgical results indicate that the Longstreet master composites are readily amenable to simulated heap leach treatment at 80 % -19 mm feed size. Gold recoveries for all three composites were similar and ranged from 84.6 % to 88.9 % in 190 days of leaching and rinsing. Silver recoveries were similar for all three samples, with recoveries ranging from 15.4 % to 20.0%.

It is important to note that although the column tests were conducted over a period of 190 days, gold extraction was essentially completed in the first 30 days of leaching. Silver leach rates, on the other hand, were very slow and it is not expected that they would improve beyond the 190 day cycle.

Cyanide consumption rates were high and ranged from 1.56 to 1.93 kg NaCN/t of ore. This was due in part to the long leach times. Cyanide consumption rates in a commercial operation are typically much lower.

Figures 8.4, 8.5 and 8.6 diagramatically illustrate the leach rates and results for gold and silver.

[stargold10k043014final007.gif]

Figure . Surface Master composite leach kinetics

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[stargold10k043014final009.gif]

Figure . Underground master composite leach kinetics

[stargold10k043014final011.gif]

Figure . Master blend composite leach kinetics

Property Geology: Geologic mapping by MinQuest since 2002 indicates that the majority of the Longstreet Project is underlain by moderately to poorly welded rhyolite ash-flow tuff (‘Tat’) containing conspicuous exotic lithic fragments and pumice (Figures 5, 7, 8 and 9). The ash-flow tuff unit is buff to gray, and contains <10% quartz phenocrysts, 15% feldspar phenocrysts, 5-15% pumice and 5-20% other exotic fragments in an aphanitic groundmass (Liedtke, 1984). Hydrothermal alteration is prevalent and consists of argillic (bleaching and clay mineral development), silicic (pervasive silica flooding, or extremely high veinlet density) and potassic (adularia in quartz veinlets). Limonite and geothite development is considered to be weathering phenomena. These felsic ash-flow tuffs of Oligocene age are similar in age and character to the ‘tuffs of Round Mountain’, which host the Round Mountain Mine.

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The Tat tuff unit (see Figures 7, 8 and 9) displays horizontal bedding and may be in the order of 3,000 feet thick. The ash-flow tuff is intruded by rhyolite porphyry dykes (‘Trp’) exhibiting various orientations, and may represent feeder conduits to now-eroded rhyolitic lithologies higher in the stratigraphy.

A thin discontinuous unit of volcaniclastic and siliceous sediments (‘Ts’), including sinter is deposited upon the ash-flow tuff unit. The unit is white, yellowish and light gray, bedded in part and probably represents a hiatus in volcanism. Siliceous alteration resulting in the development of sheeted quartz vein systems affects the Tat, Ts and Trp rock units.

Overlying the Tat tuff and the Ts sediments is a black to brown strongly welded ash-flow tuff (‘Trt’) that forms bluffs and caps ridges. This unit has a distinctive thin (about 10 feet) vitrophyre zone near its base. This unit is estimated to be 300 to 450 feet thick and possibly a correlative of the Saulsbury Wash Formation (21.6 +/- 0.6 Ma).

The tectonic fabric on the Longstreet Project includes two Main directions of faulting/fracturing that have an influence on the mineralization. An east-trending steeply north-dipping system of fractures and faults has been noted at five of the seven gold / silver zones on the Property (see Figure 6). Quartz –adularia – limonite veins / veinlets and ‘rusty fractures’ following this trend contain gold mineralization. The other important gold / silver-bearing fault/fracture direction is 300-330° with steep north dips, and is characterized by sheeted quartz veins / veinlets and ‘rusty fractures’. The vein / veinlets also contain adularia and iron oxide minerals derived from the oxidation of sulfide minerals. This mineralized trend occurs at all seven of the gold / silver zones known on the Longstreet Project. Major displacement is not a feature of these structures.

The Longstreet project is an example of gold / silver mineralization related to east-trending structures. An east-tending fault dipping 40-55° is associated with the highest-grade gold / silver mineralization known to date. The bulk of the gold / silver mineralization in the Longstreet Mine is contained in steeply dipping multiple vein sets in the hanging wall of the fault.

Liedtke (1984) indicates that similar fault directions are known 4,600 feet south and 2,800 feet north of the Longstreet Mine, which may host similar high-grade gold / silver mineralization.

Targets: A short description of the 7 currently identified drilling targets at Longstreet follows: 

Main- The target consists of intersecting high-angle NW and E-W sheeted vein systems. Completion of an angle drilling program to the southwest perpendicular to the intersection of the two vein sets will continue to produce improved continuity and higher tonnage and grade. Un-drilled extensions of this mineralization are indicated to the southeast and west.

NE Main: Approximately 450m N-NE of the Main resource there is a poorly-exposed, un-drilled target that looks identical to Main. Sampling of surface veins at NE Main reveal anomalous gold values.   

Opal Ridge: This is an erosional remnant of a sinter apron that once covered a much larger area. Extensions of the Main resource are down-dropped approximately 60m with an apparent displacement to the north of less than 10m. E-W and NW high level opal-rich veins are exposed in the lower portion of the apron with anomalous gold values. Although there may be a higher stripping ratio here, more of the deposit may be preserved.

North: This is a sheeted vein system with identical vein attitudes to Main. Values up to 18.1 ppm Au indicate a strong system, although vein density appears to be less than at Main. The western end of the target has the strongest exposed mineralization.

Cyprus Ridge Zone: Quartz veins up to 5 m thick occur in this 1.1 km long northwest trending sheeted vein system. Cyprus Minerals Company completed a 920 m drill program in 1987. All of the Cyprus holes were vertical or high angle and none tested the large primary vein set. No high-grade gold was intersected in their drilling. MinQuest mapped the intricate vein system in 2002, and collected 41 surface samples that contained anomalous to highly anomalous (several times background to hundreds of times background)v.. Due to the abundance of low temperature silica, MinQuest concluded that the gold values are leakage anomalies from a deeper boiling zone. The boiling zone is a high priority drill target.

Red Knob Zone: Mineralization outcrops as northwest trending sheeted quartz-adularia veins over an area 150m wide by 300m long. Surface sampling found anomalous gold values. In addition, a boulder field on the north side of the target contains quartz-adularia veins up to 1m in thickness in an area of no outcrop. Drill intercepts from two holes testing a small portion of the target revealed anomalous gold values.

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Spire: This is an E-W vertical to steeply north dipping sheeted vein system. Intersecting NW trending veins are present, but are much less abundant than at Main. .Surface sampling at Spire had detected anomalous gold values.

Star's geologists believe sampling and drilling results to date warrant optimism of one or more economic, near surface, bulk-mineable, heap leach-recoverable gold-silver deposits at Longstreet targets described above. In addition, sampling at surface near the Cyprus target suggests the presence of higher grade veins, which may be suitable to underground mining methods. Situated on a high ridge-top, it could be easily mined from a canyon elevation adit.

Environmental, plan of operation and reclamation: To the Company’s knowledge, there is no known surface disturbance or groundwater contamination from previous mining activities. Remediation activities are performed immediately after completion of exploratory drilling. With respect to historical mining activities, there is no indication of reclamation at this time, therefore, the Company has no plans to remediate. The Longstreet property is within Forest Service lands and Star Gold has applied for and received a Plan of Operation from the Forest Service allowing exploration drilling. A surface disturbance bond of $26,600 has been paid and is held by the Forest Service until reclamation is completed. There are no other significant environmental requirements.

THE JET PROPERTY

On July 7, 2010 the Company acquired, from MinQuest, a 100% mining interest in the Jet Property which is located in Nevada. The Jet Agreement calls for the Company to invest a total of $110,000 (consisting of $40,000 in direct payments to MinQuest and $70,000 in expenditures towards development of the project) prior to July 7, 2017, Under the agreement MinQuest is also entitled to receive residual payments if and when the project enters into production. All claims of which are unpatented. A list of claim, ownership and Bureau of Land Management (BLM) serial numbers is shown below:


JET	1	MinQuest Inc.	892519
JET	2	MinQuest Inc.	892520
JET	3	MinQuest Inc.	892521
JET	4	MinQuest Inc.	892522

The annual claim fees due the federal and state government total $606.00 per year and are due before September 1^st of each year.

Location: The Jet Property is located between the Palmetto Mountains south of Silver Peak in Esmeralda County, Nevada about 300 kilometers northwest of Las Vegas. Goldfield, a 5.0 million ounce gold producer is 40 kilometers to the east. Access to the property is by 15 kilometers of good gravel road from Silver Peak.

Land Status: Star Gold holds the Jet Property via unpatented mining claims on BLM federal lands. MinQuest controls all claims that cover known targets within the Jet Property.

History: Several short adits were developed in the area in the 1920’s and1930’s. Three of the four adits found are open to inspection. There is no evidence of any production from this work. The property lay idle until 1974 when Lyle Cambell, working on a grubstake u

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[stargold10k043014final012.jpg]

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agreement with American Selco, sampled and recommended it for acquisition. Cambell’s dump sampling returned anomalous gold values. American Selco sampled the underground working and developed a small reserve, according to Herb Duerr, who was one of the samplers. According to Duerr, some high grade values were found in brecciated quartz veins. MinQuest does not have this data, but sample tags are still present in the adits inspected.

Geology: Regionally, the Jet property is located within the Walker Lane, which hosts important precious metal deposits such as Bullfrog, Goldfield and Tonopah. The project area is underlain largely by chert, argillite and lessor limestone of the Ordovician age Palmetto formation that has been intruded by a large intermediate intrusive. The contact zone between the intrusive and sediment is a brecciated zone that strikes nearly east-west. Several apparently gently dipping quartz veins have been emplaced within this contact zone and then breccciated by further faulting. Post-mineral dikes, following late high angle faults are also present. Tertiary extrusive volcanics cover part of the surrounding area. The area has been partially buried by material eroded from higher topography to the south. One adit, near the base of the contact zone, intersects chacopyrite-bearing quartz that looks similar to high-grade gold ores in the Silver Peak district to the north. Sampling of quartz from the adits and dumps found significant gold values associated with the vein quartz.

Targets: Initial inspection of underground workings at Jet indicates that the workings are largely accessible and should be systematically mapped and sampled. It currently appears that several veins occur in a contact breccia zone that is greater than 15 meters thick and gently dipping. Establishment of the attitude of this contact zone and confirmation of the grades found by American Selco could quickly produce a drill target. No drilling has been done on the property.

ITEM 3. 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.

ITEM 4.

MINE SAFETY DISCLOSURES

Star Gold Corp. considers health, safety and environmental stewardship to be a core value for the Company.

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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 with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). During the year ended April 30, 2014, the Company’s exploration properties were not subject to regulation by the MSHA under the Mine Act.

PART II


ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

General

Star Gold Corp. authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of July 15, 2014, there were 34,981,326 shares of Star Gold Corp. common stock issued and outstanding. The Company has not issued any shares of preferred stock.

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Market Information

The Company’s shares are quoted via the OTC Markets under the symbol “SRGZ.” The high and low bid information for the Company's common stock for the year ended April 30, 2014 and 2013 is:


Year	Quarter		HIGH ($)		LOW ($)
2014	First quarter ending July 31, 2013	$	0.50	$	0.20
	Second quarter ending October 31, 2013		0.50		0.17
	Third quarter ending January 31, 2014		0.40		0.20
	Fourth Quarter ending April 30, 2014		0.28		0.10

2013	First quarter ending July 31, 2012	$	0.90	$	0.25
	Second quarter ending October 31, 2012		0.70		0.10
	Third quarter ending January 31, 2013		0.50		0.35
	Fourth quarter ending April 30, 2013		0.55		0.25

Quotations provided by the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions

At July 15, 2014 the price per share quoted on the OTCBB was $0.28.

Transfer Agent:

The independent stock transfer agent for Star Gold Corp. is Holladay Stock Transfer, Inc. located at 2939 North 67^th Place, Suite C, Scottsdale, AZ 85251.

Dividends

The Company has not declared any dividends on its common stock since inception. There are no dividend restrictions that limit the Company's ability to pay dividends on common stock in its Articles of Incorporation or Bylaws. The Corporation's governing statute, Chapter 78 – “Private Corporations” of the Nevada Revised Statutes (the “NRS”), does provide limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:


(a)	the Company would not be able to pay its debts as they become due in the usual course of business; or

(b)	the Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).

Securities Authorized For Issuance under Stock Option Plan

On May 25, 2011, the Board of Directors approved a Stock Option Plan. The Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individuals including directors, executive officers and advisors that that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

The Stock Option Plan has a maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool whereby the number of shares under the Stock Option Plan increase automatically with increases in the total number of outstanding common shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the Stock Option Plan, once the options granted have been exercised. The number of shares available for issuance under the Stock Option Plan automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the Stock Option Plan, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the Stock Option Plan and any outstanding awards under the Stock Option Plan will be adjusted appropriately by the

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Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company's assets.

The Stock Option Plan also has terms and limitations including without limitation that the exercise price for stock options granted under the Stock Option Plan must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option is granted.

On May 30, 2011, the Board of Directors approved a grant of 326,666 options (as adjusted for reverse stock split of February 2, 2012) under the Stock Option Plan to Directors, Executive Officers and other non-employee consultants. The options have an exercise price of $0.90 which approximates the fair market value of the Company's common equity on the date of the grant based on the closing price as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the grant. The Company will recognize stock option expense related to these grants in subsequent periods.

On March 22, 2012, the Board of Directors authorized the grant of 236,667 options (as adjusted for reverse stock split of February 2, 2012) to purchase shares of the Company to various directors, officers and consultants. The options have an exercise price of $0.78 which approximates the fair market value of the Company's common equity on the date of the grant based on the closing price as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the grant. The Company will recognize stock option expense related to these grants in subsequent periods.

On June 18, 2012 the Board of Directors authorized the grant of 1,725,000 options to purchase shares of common stock of the Company to various directors, officers and advisors. The options have an exercise price of $0.30 which approximates the fair market value of the Company's common equity on the date of the grant based on the closing price as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the grant. The Company will recognize stock option expense related to these grants in subsequent periods.

On May 22, 2013 the Board of Directors authorized the grant of 675,000 options to purchase shares of common stock of the Company to various directors, officers and consultants. The options have an exercise price of $0.29 which approximates the fair market value of the Company's common equity on the date of the grant based on the closing price as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the grant. The Company will recognize stock option expense related to these grants in subsequent periods.

On February 13, 2014, the Board of Directors authorized the grant of 350,000 options to purchase shares of common stock of the Company to a director. These options have an exercise price of $0.28 which approximates the fair market value of the Company's common equity on the date of the grant based on the closing price as quoted by the National Quotation Bureau on the day of grant. The option certificates will reflect the actual date of the grant. The Company will recognize stock option expense related to this grant in subsequent periods.

Recent Sales of Unregistered Securities

On October 4, 2013, the Company completed a private placement of its securities wherein it raised a total of $1,080,800 (the “Offering”). The Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.25. Pursuant to the Offering, the Company issued 4,323,200 shares of its common stock and warrants to purchase an additional 2,161,600 shares of its common stock. Warrants issued pursuant to the Offering entitle the holders thereof to purchase shares of common stock for the price of $0.50 per share. The term of each warrant is for one (1) year commencing with its issuance date.

On October 31, 2013, the Company issued 20,625 shares of common stock in lieu of cash in consideration of fees for Board of Director meetings accrued through October 31, 2014. These shares were valued at $8,250 or $0.40 per share which approximated the fair value of the shares at the date of issuance.

On January 15, 2014, the Company awarded 25,000 shares of common stock to pursuant to the Longstreet Property Agreement. The shares were valued at $0.20 per share or $5,000 as of the date of issuance based on the current market price of the Company’s common stock.

As of April 30, 2014, the Company had a total of 34,981,326 shares outstanding.

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All unregistered sales of equity securities during the period covered by this Annual Report were previously disclosed in the Company’s current reports on Form 8-K and its Quarterly Reports on Form 10-Q.

During the fiscal year ended April 30, 2014, 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 6. SELECTED FINANCIAL DATA

Statement of Operations Information:


	For the year ended
	April 30, 2014	April 30, 2013

Revenues	$ -	$ -
Gross profit	-	-
Total operating expenses	1,542,499	2,011,205
Loss from operations	(1,542,499)	(2,011,205)
Other income (expense)	821	(120,880)
NET LOSS	$ (1,541,678)	$ (2,132,085)

Weighted average shares of common stock outstanding (basic and diluted)	33,138,045	23,360,565

Income (loss) per share (basic and diluted)	$ (0.05)	$ (0.09)

Balance Sheet Information:


	April 30, 2014	April 30, 2013
Working capital	$ 527,176	$ 735,456
Total assets	1,028,717	1,162,378
Accumulated deficit	7,724,191	6,182,513
Stockholders' equity	981,587	1,141,781

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 and one administrative employee.

The financial condition of the Company was positive during 2013 and the metals commodity markets were unfavorable for most of the year but with little impact as Star Gold is an exploration stage company.

In the past year the Company completed the following:

Drilling program of approximately 20 holes (6,000 feet) to better define the existence of bulk mineable gold deposit.

Detailed mineralogical studies and metallurgical testing to assess the recovery of cyanide acid leachable gold and silver in the altered rhyolitic rocks.

Issued a detailed report outlining an updated information as to mineralogy at Main Zone and potential economics of such a zone.

The Company's plan of operations for the next twelve months, subject to funding, and the availability of contractors, is as follows:

Continue the advanced exploration and pre-development program for the Longstreet Project with a systematic exploration program to assess the exploration potential for the existence of bulk mineable gold-silver deposits. This work may include the following:

A program of in-fill reverse circulation drilling to extend and probe the eastern parts and the southern footwall of the Main Zone . This program will entail approximately 5000 feet of drilling.

Update the Mineral Resources of the Longstreet property

Begin a collection of data for preparation of a Baseline Study as required by the USFS and BLM.

Further study water rights issues and water sufficiency at Main Zone on Longstreet.

The preliminary budget for 2014:


STAR GOLD CORP. - LONGSTREET Au-Ag PROJECT, NEVADA

Reverse circulation drilling - 5000 feet		$ 280,000
Collection for baseline studies		250,000
Studies into water issues		400,000
Update mineral resource model		40,000
Total		$ 970,000

Both the collection for baseline studies and studies relating to water issues are contingent on securing additional financing.

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 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 planned exploration projects and expand operations to the production stage. 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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RESULTS OF OPERATIONS


	For the year ended
	April 30, 2014	April 30, 2013

Mineral exploration expense	701,976	799,862
Legal and professional fees	150,060	192,948
Management and administrative	683,798	1,009,480
Depreciation	5,915	5,915
Directors fees	750	3,000
Other expense (income)	(821)	120,880
NET LOSS	$ 1,541,678	$ 2,132,085

The Company has earned no operating revenue in 2014 or 2013 and does not anticipate earning any revenues in the near future. Star Gold Corp. is an exploration stage company and presently is seeking other business opportunities.

Total net loss for 2014 of $1,541,678 decreased by $590,407 from 20132 total net loss of $2,132,085.

Mineral exploration and consultants’ expense


SUMMARY OF MINERAL	For the year ended
EXPLORATION EXPENSE	April 30, 2014	April 30, 2013
Drilling and field work	$ 250,214	$ 407,177
Geochemical analysis and metallurgy	91,405	71,962
Field consultants and payroll	139,860	176,812
Technical consultants	193,382	108,563
Claims	27,115	35,348
Total mineral exploration expense	$ 701,976	$ 799,862

Exploration and consultants expense for the year end April 30, 2014 was $701,976, a decrease of $97,886 over 2013 exploration and consultants expense of $799,862 resulting from drilling programs completed at the Longstreet property. Included in the April 30, 2014 exploration and consultant expense were costs associated with metallurgy and revised technical reports on the Longstreet property. Management expects to continue the Company’s exploration and drilling programs at Longstreet during the fiscal year ending April 30, 2014 in accordance with minimum spend requirements outlined in Note 4 of the Company’s financial statements. Consulting and exploration expenses are expected to increase as the Company anticipates ongoing drilling program(s) on its Longstreet project during the summer and fall of 2014, coupled with additional environmental and geological engineering work designed to taking the property to production. Through amendments to its Property Agreements, the Company will defer additional exploration on both Jet and Excalibur until the second half of calendar year 2014. Management believes concentration of drilling and exploration activities at the Longstreet property provides the best use of capital resources.

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General and administrative expense


SUMMARY OF MANAGEMENT	For the year ended
AND ADMINISTRATIVE EXPENSE	April 30, 2014	April 30, 2013
Auto and travel	$ 31,041	$ 55,600
General administrative and insurance	31,843	34,497
Management fees and payroll	285,859	142,591
Office and computer expense	20,059	30,198
Rent and lease expense	30,000	34,355
Stock option expense	282,434	708,521
Telephone and utilities	2,562	3,718
Total	$ 683,798	$ 1,009,480

General and administrative expense decreased $325,682 to $683,798 compared to 2012 expense of $1,009,480. The difference was primarily attributable to a decrease of non-cash stock option expense of $426,087.

During the year ended April 30, 2014, the Company began compensating its President a market rate salary of $11,500 per month and paid a performance-related bonus of $64,981. The Company also engaged an administrative employee during the fiscal year ended April 30, 2014. This accounts for substantially all of the increase in management fees and payrolls for the year ended April 30, 2014.

Management expects travel expense to increase slightly for the fiscal year ending April 30, 2015. Travel is generally related to meetings associated with capital raises and visits to the exploration site by Company management and financiers.

Legal and professional fees


SUMMARY OF LEGAL AND PROFESSIONAL FEES	For the year ended
PROFESSIONAL FEES	April 30, 2014	April 30, 2013
Audit and accounting	$ 46,941	$ 44,178
Legal fees	24,173	73,198
Public company expense	6,951	10,405
Investor relations	71,995	65,167
Total legal and professional fees	$ 150,060	$ 192,948

Total legal and professional fees decreased $42,888 to $150,060 in 2014 from $192,948 in 2013. Legal fees decreased to $24,173 in 2014 from $73,198 in 2013 as there were no significant corporate governance, financing or legal matters during the fiscal year. Management expects legal fees to increase significantly in fiscal year 2015 relating to private placement documentation and other corporate governance matters.

Audit and accounting fees increased $2,763 from $44,178 for the year end April 30, 2013 compared to $46,941 for the year ended April 30, 2014. Management expects audit and accounting fees to increase slightly in fiscal year 2015 in conjunction with services provided for other corporate governance matters.

Investor relation expense of $71,995 for the year ended April 30, 2014 was an increase of $6,828 compared to $65,167 for the year ended April 30, 2013. Management expects investor relation expense to remain relatively constant in fiscal year 2015.

Directors fees

Directors fees of $750 were expensed in fiscal year 2014. The Board added one additional members during the year ended April 30, 2014. Certain Board members may be compensated on a per diem consulting rate to verify and assess technical information provided by outside consultants. Those per diem consulting rates are charged to exploration expense as incurred.

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LIQUIDITY AND FINANCIAL CONDITION


WORKING CAPITAL
	April 30, 2014	April 30, 2013
Current assets	$ 574,306	$ 756,053
Current liabilities	(47,130)	(20,597)
Working capital	$ 527,176	$ 735,456


CASH FLOWS
	Year ended April 30,
	2014	2013
Cash flow used by operating activities	$ (1,181,614)	$ (1,242,215)
Cash flow used by investing activities	(44,000)	(42,986)
Cash flow from financing activities	1,414,800	1,412,832
Net increase in cash during period	$ 189,186	$ 127,631

Working capital will be utilized for the Company’s ongoing exploration at its Longstreet project scheduled for the summer of 2014 and general corporate purposes.

The Company utilized $44,000 in cash from Investing Activities to exercise its option on claims agreements and utilized for certain capitalized mineral assets at its Longstreet and Jet projects. The Company intends to continue exploration activities at Longstreet, Excalibur and Jet, with the primary emphasis on the Longstreet property. Through written agreement with the Optioner, the Company will defer exploration of Excalibur and Jet until the second half of calendar year 2014.

As of April 30, 2014, the Company had cash on hand of $542,757. 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 in order 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 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.

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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.

CRITICAL ACCOUNTING POLICIES

The Company has identified certain accounting policies, described below, that are most important to the portrayal of its current financial condition and results of operations. The Company's significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

Asset Impairments

Significant property acquisition payments for active exploration properties are capitalized. The evaluation of the Company’s mineral properties for impairment is based on market conditions for minerals, underlying mineralized material associated with the properties, and future costs that may be required for ultimate realization through mining operations or by sale. If no mineable ore body is discovered, or market conditions for minerals deteriorate, there is the potential for a material adjustment to the value assigned to mineral properties.

Mineral Interests

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

ITEM 7A. 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 8. FINANCIAL STATEMENTS.

Index to Financial Statements:

Audited financial statements as of April 30, 2014, including:


1.	Report of Independent Registered Public Accounting Firm;
2.	Balance Sheets as of April 30, 2014 and 2013;
3.	Statements of Operations for the years ended April 30, 2014 and 2013;
4.	Statements of Cash Flows for the years ended April 30, 2014 and 2013;
5.	Statement of Stockholders’ Equity for the years ended April 30, 2014 and 2013;
6.	Notes to Financial Statements.

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[stargold10k043014final013.jpg]

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STAR GOLD CORP.

(An Exploration Stage Company)

BALANCE SHEETS


	April 30, 2014	April 30, 2013

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 542,757	$ 353,571
Receivable from sale of stock	-	334,000
Prepaid expenses (NOTE 3)	31,549	68,482
TOTAL CURRENT ASSETS	574,306	756,053
EQUIPMENT AND MINING INTERESTS, net (NOTE 4)	432,811	384,725
RESTRICTED CASH	21,600	21,600
TOTAL ASSETS	$ 1,028,717	$ 1,162,378
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$ 39,734	$ 8,897
Other accrued liabilities	7,396	11,700
TOTAL CURRENT LIABILITIES	47,130	20,597

TOTAL LIABILITIES	47,130	20,597
COMMITMENTS AND CONTINGENCIES (NOTE 4)	-	-
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 10,000,0000 shares authorized, none issued and outstanding	-	-
Common Stock, $.001 par value; 300,000,000 shares authorized; 34,981,326 and 30,612,501 shares issued and outstanding, respectively	34,981	30,612
Additional paid-in capital	8,670,797	7,293,682
Accumulated deficit	(7,724,191)	(6,182,513)
TOTAL STOCKHOLDERS' EQUITY	981,587	1,141,781
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,028,717	$ 1,162,378

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

STAR GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS


	For the year ended
	April 30, 2014	April 30, 2013
OPERATING EXPENSE
Mineral exploration expense	$ 701,976	$ 799,862
Legal and professional fees	150,060	192,948
Management and administrative	683,798	1,009,480
Depreciation	5,915	5,915
Directors fees	750	3,000
TOTAL OPERATING EXPENSES	1,542,499	2,011,205
LOSS FROM OPERATIONS	(1,542,499)	(2,011,205)

OTHER INCOME (EXPENSE)
Amortization of debt discount	-	(119,821)
Interest income (expense)	821	(1,059)
TOTAL OTHER INCOME (EXPENSE)	821	(120,880)

NET LOSS BEFORE INCOME TAXES	(1,541,678)	(2,132,085)

Provision for income taxes	-	-

NET LOSS	$ (1,541,678)	$ (2,132,085)

Basic and diluted loss per share	$ (0.05)	$ (0.09)

Basic and diluted weighted average number shares outstanding	33,138,045	23,360,565

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

STAR GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)


	Common Stock
	Shares issued		Par Value $0.001 per share		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity (Deficit)
BALANCE, APRIL 30, 2012		12,018,333	$	12,018	$	3,679,781		(4,050,428)	$	(358,629)

Common stock issued for common stock payable:
Conversion of debentures		9,000,000		9,000		891,000		-		900,000
Compensation of officers		130,333		130		91,870		-		92,000
Interest		37,168		37		22,239		-		22,276
Mineral interests		25,000		25		2,225		-		2,250
Common stock issued upon conversion of debentures		833,334		833		249,167		-		250,000
Common stock issued at $0.40 per share		894,614		895		356,951		-		357,846
Stock-based compensation		-		-		708,521		-		708,521
Options issued for mining interests		-		-		10,500		-		10,500
Common stock issued for mining interests		25,000		25		10,475		-		10,500
Common stock issued for interest		486		1		145		-		146
Common stock issued in consideration of services		55,000		55		19,595		-		19,650
Common stock issued for exercise of warrants		7,593,233		7,593		1,131,392		-		1,138,985
Relative fair value of warrants issued with debentures		-		-		119,821		-		119,821
Net loss						-		(2,132,085)		(2,132,085)
BALANCE, APRIL 30, 2013		30,612,501		30,612		7,293,682		(6,182,513)		1,141,781

Common stock and warrants issued at $0.25 per share		4,323,200		4,323		1,076,477		-		1,080,800
Stock-based compensation		-		-		282,434		-		282,434
Options issued for mining interests		-		-		5,000		-		5,000
Common stock issued for mining interests		25,000		25		4,975		-		5,000
Common stock issued in consideration of services		20,625		21		8,229		-		8,250
Net loss		-		-		-		(1,541,678)		(1,541,678)
BALANCE, APRIL 30, 2014		34,981,326	$	34,981	$	8,670,797		$(7,724,191)	$	981,587

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

STAR GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


	For the year ended
	April 30, 2014	April 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,541,678)	$ (2,132,085)
Adjustments to reconcile net loss to cash used by operating activities
Common stock issued in lieu of interest	-	146
Common stock issued in consideration of services	8,250	19,650
Stock based compensation	282,434	708,521
Interest expense from debt discounts	-	119,821
Depreciation	5,915	5,915
Changes in assets and liabilities:
Prepaid expenses	36,933	65,072
Accounts payable	30,836	(31,455)
Other accrued liabilities	(4,304)	2,200
Net cash used by operating activities	(1,181,614)	(1,242,215)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interests	(44,000)	(41,000)
Purchase of equipment	-	(1,986)
Net cash used by investing activities	(44,000)	(42,986)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock and warrants	1,080,800	357,846
Collection of receivable from sale of stock	334,000	-
Proceeds from exercise of warrants	-	804,986
Proceeds from convertible debentures and warrants	-	250,000
Proceeds from short-term notes, related party	-	30,000
Repayment of short-term notes, related party	-	(30,000)
Net cash provided by financing activities	1,414,800	1,412,832
Net increase in cash and cash equivalents	189,186	127,631
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	353,571	225,940
CASH AND CASH EQUIVALENTS AT END OF YEAR	$ 542,757	$ 353,571

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

STAR GOLD CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


	For the year ended
	April 30, 2014	April 30, 2013
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Options to purchase common stock issued for
mining interests	$ 5,000	$ 10,500
Common stock payable/issued for mining interests	5,000	12,750
Debentures converted to common stock payable	-	250,000
Common stock issued for receivable from sale of stock	-	334,000
Common stock issued for common stock payable	-	1,016,326

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

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

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 financial statement represents those of an exploration stage company whose main focus is in the exploration of gold bearing properties. The Company's main 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, 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

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to asset impairments and stock option valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.

Exploration Stage Enterprise

The Company has not produced any revenue from its principal business and is an exploration stage company as defined by the Accounting Standard Codification (ASC) Topic 915 “Accounting and Reporting by Development Stage Enterprises”. Until such interests are engaged in commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

Cash and cash equivalents

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.

Restricted cash

Restricted cash represents collateral for bonds held for exploration permits.

Fair Value Measures

ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets

or liabilities.

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Mining Interests and Mineral Exploration Expenditures

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mining interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Equipment

Equipment is stated at cost. Depreciation of equipment is calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to seven years. Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses.

Reclamation and Remediation

The Company's operations are subject to standards for mine reclamation that have been established by various governmental agencies. In the period in which the Company incurs a contractual obligation for the retirement of tangible long-lived assets, the Company will record the fair value of an asset retirement obligation as a liability. A corresponding asset will also be recorded and depreciated over the life of the asset. After the initial measurement of an asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. To date, the Company has not incurred any contractual obligation requiring recording either a liability or associated asset.

Impaired Asset Policy

The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

Stock-based Compensation

The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten year maximum term and varying vesting periods as determined by the Board. The value of common stock awards is determined based on the closing price of the Company’s stock on the date of the award.

Loss 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 and warrants.

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

The dilutive effect of outstanding securities for years ended April 30, 2014 and 2013, would be as follows:


	April 30, 2014	April 30, 2013
Stock options	3,572,000	2,523,000
Warrants	3,889,548	1,727,948
Total Possible Dilution	7,461,548	4,250,948

At April 30, 2014 and 2013, respectively, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.

Income Taxes

The Company recognizes provision for income tax using the liability method. Deferred income tax liabilities or assets at the end of each period are determined using the tax rates expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.

New Accounting Pronouncement

In June 2014 the Financial Accounting Standards Board issued Accounting Standard Update No. 2014-10 (“the ASU”). This update changes the requirements for disclosures as it relates to exploration stage entities. The ASU specifies that the ‘inception–to-date’ information is no longer required to be presented in the financial statements of an exploration stage entity. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2014 and interim periods therein, with early application permitted for any financial statements that have not yet been issued. The Company has elected to apply the amendments as of April 30, 2014.

Reclassifications

Certain reclassifications have been made to the prior period financial statements in order to conform to the 2013 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit.

NOTE 3 – PREPAID EXPENSES

The following is a summary of the Company’s prepaid expenses at April 30, 2014 and April 30, 2013:


	April 30, 2014	April 30, 2013
Exploration expense	$ -	$ 41,849
Directors and officers liability insurance	31,549	26,633
Total prepaid expenses	$ 31,549	$ 68,482

The prepaid exploration balance of $41,849 was reduced as invoices were applied to ongoing drilling and exploration activities which the Company recognized as exploration expense during the year ended April 30, 2014.

NOTE 4 – EQUIPMENT AND MINING INTERESTS

The following is a summary of the Company's equipment and mining interests at April 30, 2014 and April 30, 2013, respectively:

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014


	April 30, 2014	April 30, 2013
Equipment	$ 28,992	$ 28,992
Less accumulated depreciation	(13,181)	(7,266)
Equipment, net of accumulated depreciation	15,811	21,726
Mining interests	417,000	362,999
Total	$ 432,811	$ 384,725

The Longstreet Property

The schedule of remaining annual payments, minimum expenditures, stock to be granted and number of stock options to be issued pursuant to the Longstreet Agreement is as follows:


	Required expenditure	Payment to optioner	Annual stock option obligation	Annual stock grant obligation
January 15, 2015	$ 550,000	$ 59,000	25,000	25,000
January 15, 2016	750,000	62,000	25,000	25,000
January 15, 2017	1,000,000	62,000	25,000	25,000
Total	$ 2,300,000	$ 183,000	75,000	75,000

Under terms of the agreement, during the year ended April 30, 2014, the Company paid $39,000, issued 25,000 shares of common stock with fair value of $5,000 based on the price of common stock on the date of issuance, and issued options to purchase 25,000 shares of common stock with fair value of $5,000 (Note 9). Through January 15, 2014 (the “Measurement Date), the Company has incurred eligible exploration expenditures per the terms of the agreement of $1,545,478 compared to a cumulative required exploration expenditure through the same date of $1,250,000, creating a surplus of $295,478 as of the Measurement Date.

Excalibur Property

The Excalibur Property Option Agreement has been amended revising the payment date of the final required expenditure from April 30, 2014 to October 31, 2014.

The schedule of remaining minimum expenditures pursuant to the Excalibur Property agreement is as follows:


							Required expenditure
October 31, 2014							$ 175,000
Total							$ 175,000

The Jet Property

The schedule of remaining annual payments and minimum expenditures pursuant to the Jet Property Option Agreement is as follows:


	Required expenditure	Payment to optioner
July 7, 2014	$ 10,000	$ 5,000
August 31, 2014 (2011 to 2013 extended)	20,000	-
July 7, 2015	10,000	5,000
July 7, 2016	10,000	5,000
July 7, 2017	10,000	5,000
Total	$ 60,000	$ 20,000

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

Under terms of the agreement, during the year ended April 30, 2014, the Company paid $5,000 on this property to the optioner. The Jet Property Option Agreement was amended, revising the payment date of the required 2011 to 2013 expenditures to August 31, 2014.

The following is a summary of capitalized mineral interests as of April 30, 2014 and April 30, 2013, respectively:


	April 30, 2014	April 30, 2013
Longstreet Property	$ 220,500	$ 171,499
Excalibur Property	176,500	176,500
Jet Property	20,000	15,000
Total	$ 417,000	$ 362,999

NOTE 5 - INCOME TAXES

There was no income tax expense for the years ended April 30, 2014 and 2013 due to the Company’s net losses.

The components of the Company's deferred tax asset is as follows:


	April 30,
	2014	2013
Deferred tax asset
Exploration costs	$ 585,964	$ 403,510
Mineral properties and equipment	40,127	40,385
Stock-based compensation	155,798	131,945
Other	3,693	1,339
Federal and state operating net losses	856,402	586,931
Deferred tax assets	1,641,984	1,164,110
Deferred tax liability	-	-

Net Deferred tax liability	1,641,984	1,164,110
Excess valuation allowance	(1,641,984)	(1,164,110)
Deferred tax asset	$ -	$ -

Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to 100% of the net deferred tax asset has been recorded at April 30, 2014 and 2013.

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

A reconciliation between the statutory federal income tax rate and the Company's tax provision is as follows:


			April 30,
			2014		2013

Expected income tax benefit based on statutory rate		$	(539,588)	(35%)	$	(746,229)	(35%)
Permanent differences
	Interest expense from debt discount					41,937	2%
	Stock issuance costs					210	-%
	Share based compensation		75,662	5%		140,062	7%
	Meals and entertainment		1,427	-%		1,461	-%
	Effect of state taxes		(15,374)	(1%)		(31,224)	(2%)
Non-recognition due to increase in valuation account			477,873	31%		593,783	28%
	Total income tax benefit	$	-	-%	$	-	-%

At April 30, 2014 and 2013 respectively, the Company had federal net operating loss carry forwards of approximately $2,378,894 and $1,630,364 which will expire in fiscal years ending April 30, 2029 through April 30, 2033.

The Company has concluded that the guidance regarding accounting for uncertainty in income taxes had no significant impact on its results of operations or financial position as of April 30, 2014 or 2013. Therefore, the Company does not have an accrual for uncertain tax positions as April 30, 2014 or 2013. As a result, tabular reconciliation of beginning and ending balances would not be meaningful. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to other operating expense. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. Fiscal years starting April 30, 2011 through April 30, 2014 are open to examination by federal and state taxing agencies.

NOTE 6– RELATED PARTY TRANSACTIONS

On September 1, 2011, the Company moved its offices to Coeur d’Alene, Idaho and leased office space for $2,500 per month plus a proportionate share of utilities and insurance from Marlin Property Management, LLC (“Marlin”) an entity owned by the spouse of the Company’s then President and current Chairman of the Board. For the years ended April 30, 2014 and 2013, $34,566 and $34,693, respectively, was paid to this related entity inclusive of the Company’s pro-rata share of common expenses.

NOTE 7 - CONVERTIBLE DEBENTURES

During the year ended April 30, 2013, the Company closed on a private placement. The placement consisted of issuing two hundred fifty thousand dollars ($250,000) in five percent (5%) convertible debentures. The debentures were due one (1) year from their original issue date and were convertible into a total of 833,334 shares of the Company’s common stock, at the conversion price of $.30 per share, at any time before maturity, solely at the option of the Company. The placement also included the issuance of warrants to the debenture holders, giving the holders thereof the ability to purchase, at the exercise price of $.75 per share, one (1) share of common stock of the Company for each share of Company’s common stock issuable to the holder upon conversion of the debentures issued in conjunction with the warrants. The warrants expire two (2) years from their original issue date.

Management recognized a debt discount of $119,821 representing the relative fair value of the detachable warrants, to be amortized over the term of the associated debt. Management determined the fair value of the detachable warrants using a Black-Scholes pricing model with the following inputs:



	Stock price				$0.30
	Exercise price				$0.75
	Expected life				2 years
	Weighted average volatility				275.0%
	Risk-free rate				1.00%

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

On June 18, 2012, the Company elected to convert all the debentures into common shares pursuant to the terms of the debentures. Therefore, all remaining debt discount was recognized as an expense during the year ended April 30, 2013.

NOTE 8 - WARRANTS

The following is a summary of the Company’s warrants outstanding:


	Shares	Weighted Average Exercise Price		Expiration Date

Outstanding at April 30, 2012	7,690,000	$ 0.16
Issued - June 18, 2012	833,334	0.75		June 18, 2014
Issued - January 18, 2013	894,614	0.60	^(a)	January 18, 2015
Exercised	(7,593,233)	(0.15)
Expired	(96,767)	(1.33)
Outstanding at April 30, 2013	1,727,948	$ 0.67
Issued - October 4, 2013	2,161,600	0.50		October 4, 2014
Balance outstanding at April 30, 2014	3,889,548	$ 0.62

^(a) Exercise price is $0.60 during first year and $0.80 during second year.

The composition of the Company’s warrants outstanding at April 30, 2014, is as follows:


Issue Date	Warrants	Exercise price	Expiration Date
June 18, 2012	833,334	$ 0.75	6/18/2014
January 18, 2013	894,614	0.80	1/18/2015
October 4, 2013	2,161,600	0.50	10/4/2014
	3,889,548	$ 0.62

NOTE 9 - STOCK OPTIONS

Options issued for mining interests

In consideration for mining interests on several properties (see Note 5), the Company is obligated to issue a total of 400,000 stock options based on "fair market price" which is considered to be the closing price of the Company's common stock on the grant dates.

The following is a summary of the Company’s options issued and outstanding in conjunction with certain mining interest agreements on several properties for the years ended April 30, 2014 and April 30, 2013, respectively:


	For the year ended		For the year ended
	April 30, 2014		April 30, 2013
	Shares	Price (a)	Shares	Price (a)

Beginning balance, outstanding	300,000	$ 0.37	275,000	$ 0.36
Issued	25,000	0.20	25,000	0.42
Exercised	-	-	-	-
Expired	-	-	-	-
Balance outstanding	325,000	$ 0.36	300,000	$ 0.37

^(a) Weighted average exercise price per share.

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

Future remaining stock option obligations under the terms of property agreements detailed in Note 5 are as follows:


Fiscal year ending April 30,					Stock options
2015					25,000
2016					25,000
2017					25,000
					75,000

The fair value of each option award was estimated on the date of the grant using the information and assumptions noted in the following table:


	For the year ended
	April 30, 2014	April 30, 2013

Options issued	25,000	25,000
Weighted average volatility	356.1%	326.40%
Expected term (years)	10	10
Risk-free rate	2.67%	1.86%

Fair value of the option grants for mining interests for the years ended April 30, 2014 and 2013, was $5,000 and $10,500, respectively. These costs are classified under Mining Interests (Note 5).

Options issued for consulting services

As per an agreement fully executed on October 3, 2012, in consideration for consulting and advisory services rendered, the Company is obligated to issue a total of 1,000 stock options based on 5 day variable weighted-average price (VWAP) at the end of each month of the associated consulting contract. The consultant options vest on the first day of the following month of service and are exercisable for a period of six months following the termination of the agreement. The Company has estimated the fair value of these option grants using the Black-Scholes model with the following information and range of assumptions:


	For the year ended
	April 30, 2014	April 30, 2013

Options issued	12,000	8,000
Weighted average volatility	279.9% to 366.6%	364.9% to 473.9%
Expected dividends	-	-
Expected term (years)	1	1
Risk-free rate	0.10% to 0.15%	0.14% to 0.18%

The following is a summary of the Company’s options issued and outstanding associated with certain consulting agreements:


	For the year ended		For the year ended
	April 30, 2014		April 30, 2013
	Shares	Price (a)	Shares	Price (a)

Beginning balance, outstanding	8,000	$ 0.46	-	$ -
Issued	12,000	0.34	8,000	0.46
Exercised	-	-	-	-
Expired	(8,000)	(0.46)	-	-

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014


Balance outstanding	12,000		$ 0.34		8,000		$ 0.46

(a)

Weighted average exercise price per share

Fair value of the option grants for consulting services for the years ended April 30, 2014 and 2013, was $2,976 and $4,400, respectively. Total charged against operations under the option grants for consulting services was $3,508 and $3,583, for the years ended April 30, 2014 and 2013, respectively. These costs are classified as management and administrative expense.

Options issued under the 2011 Stock Option/Restricted Plan

The Company established the 2011 Stock Option/Restricted Stock Plan. The Stock Option 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.

The Stock Option Plan has a fixed maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically increases as the total number of shares outstanding increase. The number of shares subject to the Stock Option Plan and any outstanding awards will be adjusted appropriately by the Board of Directors if the Company's common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company's assets.

The Stock Option plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten year maximum term and varying vesting periods as determined by the Board.

The fair value of each option award was estimated on the date of the grant using the information and assumptions noted in the following table:


	Year ended April 30,
	2014	2013
Options issued	1,025,000	1,725,000
Expected volatility	305.03% to 325.1%	302.2%
Weighted average volatility	311.9%	302.2%
Expected dividends	-	-
Expected term (years)	3.07	3.1
Risk-free rate	0.31%	0.41%

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

The following is a summary of the Company’s options issued and outstanding in conjunction with the Company’s Stock Option Plan:


	For the year ended		For the year ended
	April 30, 2014		April 30, 2013
	Shares	Price (a)	Shares	Price (a)

Beginning balance, outstanding	2,215,000	$ 0.43	530,000	$ 0.83
Issued	1,025,000	0.29	1,725,000	0.30
Exercised	-	-	-	-
Forfeited or rescinded	(5,000)	(0.78)	(40,000)	(0.51)
Balance outstanding	3,235,000	$ 0.38	2,215,000	$ 0.43

^(a) Weighted average exercise price per shares

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of April 30, 2014:


	Options outstanding			Options exercisable
Date of Grant	Shares	Price (a)	Life	Shares	Price (a)

May 27, 2011	283,333	$ 0.90	7.58	283,333	$ 0.90
May 22, 2012	226,667	0.78	8.14	188,904	0.78
June 18, 2012	1,700,000	0.30	8.38	1,700,000	0.30
May 22, 2013	675,000	0.29	9.31	675,000	0.29
February 13, 2014	350,000	0.28	9.80	87,500	0.28
Total options	3,235,000	$ 0.38	8.45	2,934,737	$ 0.39

The total value of the Plan stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2014, total unrecognized compensation cost related to stock-based options and awards is $102,490 and the related weighted average period over which it is expected to be recognized is approximately.52 years. There are 2,934,737 options vested under the Plan at April 30, 2014, and 300,263 unvested options as of the same date.

The average remaining contractual term of the options both outstanding and exercisable at April 30, 2014 was 8.45 years. No options were exercised during the year ended April 30, 2014.

Total compensation charged against operations under the plan for employees and advisors was $278,927 and $780,521 for the years ended April 30, 2014 and 2013, respectively. These costs are classified under management and administrative expense.

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014

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


	Shares	Weighted Average Exercise Price	Expiration Date

Options issued for mining interests	325,000	$ 0.36	April 11, 2019 through January 15, 2023
Options issued for consulting services	12,000	0.34	May 1, 2014 through April 1, 2015
Options issued under the 2011 Stock Option/Restricted Plan	3,235,000	0.38	May 30, 2021 through February 13, 2024
Outstanding at April 30, 2014	3,572,000	$ 0.38

Total vested stock options	3,271,737

The aggregate intrinsic value of all options vested and exercisable at April 30, 2014, was $5,176 based on the Company's closing price of $0.25 per common share at April 30, 2014. The Company's current policy is to issue new shares to satisfy option exercises.

NOTE 10 – STOCKHOLDERS’ EQUITY

The table below details common shares issued for the year ended April 30, 2013:



Date	Debenture Conversion	Private Placement	Interest	Exercise of warrants	Compensation for services	Mining interests	Share Price	Shares issued
May 10, 2012	$ 900,000	$ -	$ -	$ -	$ -	$ -	$ 0.15	9,000,000
May 10, 2012	-	-	16,461	-	-	-	0.60	27,475
May 16, 2012	-	-	-	37,500	-	-	0.15	250,000
May 25, 2012	-	-	-	30,000	-	-	0.15	200,000
June 1, 2012	-	-	-	-	92,000	-	0.71	130,333
June 6, 2012	-	-	-	-	-	2,250	0.09	25,000
June 13, 2012	-	-	-	4,500	-	-	0.15	30,000
June 15, 2012	-	-	-	50,000	-	-	0.15	333,333
June 27, 2012	50,000	-	-	-	-	-	0.30	166,667
June 27, 2012	-	-	146	-	-	-	0.30	486
August 20, 2012	-	-	-	7,500	-	-	0.15	50,000
August 22, 2012	200,000	-	-	-	-	-	0.30	666,667
September 5, 2012	-	-	-	45,000	-	-	0.15	300,000
September 5, 2012	-	-	5,815	-	-	-	0.60	9,693
October 12, 2012	-	-	-	18,000	-	-	0.15	120,000
October 29, 2012	-	-	-	39,231	-	-	0.15	261,543
October 30, 2012	-	-	-	25,000	-	-	0.15	166,666
January 15, 2013	-	-	-	-	-	10,500	0.42	25,000
January 18, 2013	-	357,846	-	-	-	-	0.40	894,614
February 14, 2013	-	-	-	43,560	-	-	0.15	290,398
February 15, 2013	-	-	-	215,798	-	-	0.15	1,438,653
February 22, 2013	-	-	-	-	7,000	-	0.35	20,000
March 18, 2013	-	-	-	-	3,900	-	0.39	10,000
April 10, 2013	-	-	-	25,796	-	-	0.15	171,973
April 28, 2013	-	-	-	-	8,750	-	0.35	25,000

STAR GOLD CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2014


April 29, 2013	-	-	-	77,000	-	-	0.15	513,334
April 30, 2013	-	-	-	520,100	-	-	0.15	3,467,333
	$ 1,150,000	$ 357,846	$22,422	$1,138,985	$ 111,650	$12,750		18,594,168

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the years ended April 30, 2014 and 2013 there were no disagreements with DMT on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the years ended April 30, 2014 and 2013, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.* Management evaluates the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – “Integrated Framework.”

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2014 and concluded that it is ineffective in assuring that the financial reports of the Company are free from material errors or misstatements.

*This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by its registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Management has identified two material weaknesses and is taking action to remedy and remove the weakness in its internal controls over financial reporting:

Lack of an independent board of directors, including an independent financial expert. On December 21, 2010 the Company, added an independent director, the latter of which has been designated the Company’s independent financial expert. On July 21, 2011 this individual tendered his resignation from the board of directors. Consequently, the current board of directors is evaluating expanding the board of directors to include additional independent directors. The current board is composed of five members and may be expanded to as many as nine members as permitted under the Company’s Articles of Incorporation and Bylaws.

Inappropriate Segregation of Duties, as the same Officer and Director was responsible for initiating and recording transactions, thereby creating segregation of duties weakness.

Management’s Remediation Initiatives.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

The Company clearly recognizes, and continues to recognize, the importance of implementing and maintaining disclosure controls and procedures and internal controls over financial reporting and is working to implement an effective system of controls. Management is currently evaluating avenues for mitigating the Company's internal controls weaknesses, but mitigating controls that are practical and cost effective may not be found based on the size, structure, and future existence of the organization, Since the Company has not generated any significant revenues, the Company is limited in its options for remediation efforts. Management, within the confines of its budgetary resources, will engage its outside accounting firm to assist with an assessment of the Company’s internal controls over financial reporting as of April 30, 2014.

Changes in internal controls over financial reporting

None

ITEM 9B. OTHER INFORMATION.

None.

PART III


ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The Company's executive officers and directors and their age and titles are as follows:


Name	Age	Position
Lindsay Gorrill	52	Chairman of the Board
David Segelov	47	President, Chief Executive Officer and Director
Kelly Stopher	51	Chief Financial Officer and Corporate Secretary/Treasurer
Ian Falconer	84	Director
Edwin Ullmer	72	Director
Ronald D. Nilson	61	Director

Set forth below is a brief description of the background and business experience of the Company's officers and directors:

Lindsay E. Gorrill - Chairman

Mr. Lindsay Gorrill is a Chartered Accountant and has university degrees in Finance and Marketing. Mr. Gorrill has a background in acquisitions, company building, financial markets and world exposure. Mr. Gorrill has served as a member of the Company's Board of Directors since July 2007. Mr. Gorrill currently serves as the Company’s Chairman of the Board and has in the past served as the Company’s President and Treasurer. Mr. Gorrill currently also is the Chairman of the Board of JayHawk Energy, Inc. which is quoted via the OTC Markets. Mr. Gorrill has also, in the past served as JayHawk Energy, Inc.’s Chief Executive Officer, President and Chief Financial Officer. Mr. Gorrill has also previously served as a member of the board of directors of Yaterra Ventures Corp, a company quoted via the OTC Markets. He has served as President, Chief Operating Officer and as a member of the board of directors of Berkley Resources Inc., a company listed on the TSX Venture Exchange, since July 2004. Additionally, since April 2009, Mr. Gorrill has served as President, Chief Executive Officer and Chief Financial Officer of Canada Fluorspar Inc., a company listed on the TSX Venture Exchange. He has also been a member of the board of directors of Deer Horn Metals, Inc., a TSX Venture Exchange listed company since September 2009.

David Segelov – President, Chief Executive Officer and Director

Mr David Segelov is a Chartered Financial Analyst (CFA) and has an Masters of Business Administration from Columbia University in New York and also holds a law degree from Sydney University. He is the sole partner of Reverse Swing Capital (“Reverse Swing”) which is a financial consulting firm. Reverse Swing Capital provides financial analysis of investments and ideas for hedge funds in New York with a primary focus on resource companies (with an expertise in gold investments) in the USA, Australia and Canada. Prior to Reverse Swing Capital, he was analyst at various hedge funds including Para Partners in New York for five years. He holds no executive or management positions with any other public company.

Kelly J. Stopher – Chief Financial Officer and Corporate Secretary/Treasurer

Mr. Kelly Stopher was appointed Chief Financial Officer of the Company on October 20, 2010. Mr. Stopher has developed strategies to implement financial management systems, internal control policies and procedures, and financial reporting and modeling for small-cap companies. From March, 20010 through September, 2010, Mr. Stopher worked for Allied Security. Mr. Stopher worked as a Business Relationship Manager for Wells Fargo Bank, Spokane, WA, from April 2006 through August 2009. From September 2004 through January 2006, he acted as the CFO of Weldon Barber, Spokane, WA. From October 2003 through September 2004, he was a sales associate for Kiemle & Hagood Company, in Spokane, WA. And from January 2001 through March 2003 he worked as an account executive for Aston Business solutions in Boise, ID. Prior that Mr. Stopher worked as CFO for Lee Read Jewelers in Boise,

ID and spent 5 years in public accounting with Langlow Tolles & Company in Tacoma, WA. Mr. Stopher also serves as President, Chief Executive Officer and Chief Financial Officer for JayHawk Energy, Inc., a company quoted via the OTC Markets. Mr. Stopher holds a bachelors degree from Washington State University in Business Administration - Accounting.

Ian Falconer - Director

Mr. Falconer started in the investment business in 1952, spending thirty years with Midland Doherty Ltd., Canada's largest investment firm. Mr. Falconer eventually became one of three senior partners with Midland Doherty. Mr. Falconer spent 10 years as a Governor of Simon Fraser University, and three years as Governor of Emily Carr College of Art and Design. In 1987 Mr. Falconer founded Canadian Springs Water Co. Ltd. which eventually became a part of Canada's largest bottled water Company. Canadian Springs was sold in 1995 and is now a part of Aquaterra Corporation.

Mr. Falconer does not currently serve as an officer or director of any company other than Star Gold although he has served as a director of numerous natural resource (oil/gas and mining) companies in the past. In 1989 Mr. Falconer became a director of Hawkeye Mining (the name was later changed to WGI Heavy Minerals Ltd.), becoming chairman of the board in 1994. Mr. Falconer and Star Gold’s Chairman, Lindsay Gorrill, previously worked with one another at WGI, identifying properties of Ilminite and Garnet in India, going on to build four mills and three pre con plants for both Ilminite and Garnet. Mr. Falconer retired from WGI in 2004.

Edwin Ullmer - Director

Mr. Ullmer brings over 30 years of international geological exploration and development experience, including time with DeBeers Diamonds Inc. (Anglo-American Corp.), Hudson Bay Mining and Smelting Co., and Union Pacific Railroad. He has dealt with many different types of precious and base metals, including uranium, vanadium, diamonds and other commodities. Along with his North American exposure, Mr. Ullmer has also amassed an international profile, serving recently as a uranium exploration consultant for Denison Mining Co. in Mongolia and Zambia. Some of Mr. Ullmer's geologic efforts have been spent assessing and exploring areas of geologic terrain in Nevada and California similar to Star Gold's Excalibur Project.

Along with working for the petroleum and mining industries, Ed Ullmer has experience in Environmental Geology for Cameron Cole LLC. His work has been published in Economic Geology, Newsletter of the International Geological Correlation Programme, UN Project and Contributions to Geology. He holds a Bachelor's Degree in Geology, and a Masters Degree in both Geology and in Education.

Ronald D. Nilson - Director

Mr. Nilson is the President and CEO of Ground Force Worldwide (“Ground Force”) based in Post Falls, Idaho. Mr. Nilson has run Ground Force since 2000. Ground Force is an engineering and manufacturing company, specializing in mining equipment. Ground Force designs, engineers and manufactures specialized equipment to be used in open pit and underground mines around the world. It is a company with global reach - operating three factories in north Idaho and factories in Newcastle, England and in Lima, Peru. Ground Force is licensed by Caterpillar Inc. as an OEM Manufacturer and continues to build many of its products based on Caterpillars’ chassis.

TERM OF OFFICE

The Company's directors are appointed for a one-year term to hold office until the next annual general meeting of its stockholders or until a replacement is duly elected or until removed from office in accordance with the Company's Bylaws. The Company's officers are appointed by the board of directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

The Company employs one administrative assistant. The remainder of employees are officers and directors of the Company.

AUDIT COMMITTEE

Star Gold Corp. is not a listed issuer and as such the Company's Board of Directors is not required to maintain a separately-designated standing audit committee. As a result, the entire Board of Directors acts as the audit committee. The Company believes that the cost related to appointing a financial expert to its Board of Directors at this time is prohibitive.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of the Company's equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based on the Company's review of the copies of such forms received by it, other than as described below, no other reports were required for those persons. The Company believes that, during the year ended April 30, 2014, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by the Company's named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-X during the fiscal year ended April 30, 2014:

[stargold10k043014final015.gif]

(a)

Fiscal year ended April 30, 2013 - certain officers received a one-time cash bonus to compensate for the income tax effects of stock awards granted.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

As of April 30, 2014, the Company did not have any outstanding equity awards.

EMPLOYMENT CONTRACTS

The Company has employment contracts with its Chairman, President and Chief Financial Officer which contain termination of employment and/or change-in-control provisions and which may be viewed on the SEC’s website at www.sec.gov.


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We have entered into employment contracts with our Chairman of Board, President, Chief Financial Officer and Director of Exploration. These agreements allow the Company, at its discretion, to compensate these respective individuals through the issuance of common stock in lieu of cash compensation. See Note 11 for a discussion on the issuance of stock pursuant to these agreements. These agreements may be viewed on the SEC’s website at www.sec.gov. The Company has also adopted its 2011 Stock Option/Restricted Stock Plan. See Note/(s) for a discussion on the 2011 Plan and issuances of options pursuant to the 2011 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of the Company's common stock owned beneficially as of July 30th, 2014 by: (i) each person (including any group) known to it to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company's directors, (iii) each of the Company's named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock
DIRECTORS AND EXECUTIVE OFFICERS
Common stock	Lindsay Gorrill, 611 E. Sherman Avenue, Coeur d'Alene, ID	10,563,476⁽¹⁾	30.2%
Common stock	David Segelov, 611 E. Sherman Avenue, Coeur d' Alene, ID	203,648	0.6%
Common stock	Kelly Stopher, 611 E. Sherman Avenue, Coeur d' Alene, ID	428,810	1.2%
Common stock	Ian Falconer, 611 E. Sherman Avenue, Coeur d'Alene, ID	1,069,812	3.1%
Common stock	Ronald D. Nilson, Post Falls, ID	600,000	1.7%
Common stock	Ed Ullmer, Denver, CO	2,500	-
Common stock	All Directors and Officers as a Group	12,868,246	36.8%

5% STOCKHOLDERS
Common stock	Lindsay Gorrill	12,868,246	36.8%

⁽¹⁾^{Includes 7,141,697 shares held directly in shareholders name, and 3,421,779 shares held in name of shareholders spouse.}


Notes:
(1)	Based on 34,981,326 shares of the Company's common stock issued and outstanding as of July 22, 2014, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2014.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described elsewhere in this report on Form 10-K, none of the following parties has, since the Company's date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:


	(i)	Any of the Company's directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company's outstanding shares of common stock;
	(iv)	Any of the Company's promoters; and
	(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

Director Independence

Quotations for the Company's common stock are entered via the OTC Markets inter-dealer quotation system, which does not have director independence requirements. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.

ITEM 14. PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed fiscal years ended April 30, 2014 and 2013 for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of the financial statements included the Company's Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

[stargold10k043014final017.gif]

PART IV

ITEM 15. EXHIBITS.


Exhibit
Number	Description of Exhibits


31.1	Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			STAR GOLD CORP.


Date:	July 29, 2014		/s/ David Segelov

		By:	David Segelov
			President and Director
			(Principal Executive Officer)

Date:	July 29, 2014		/s/ Kelly J. Stopher

		By:	Kelly J. Stopher
			Treasurer and Corporate Secretary
			(Chief Financial Officer and Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Date:	July 29, 2014	By:	/s/David Segelov

			President and Director
			(Principal Executive Officer )

Date:	July 29, 2014		/s/ Kelly J. Stopher

		By:	Kelly J. Stopher
			Treasurer and Corporate Secretary
			(Chief Financial Officer and Principal Accounting Officer)