UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x☒ Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the quarterly period ended October 31, 20222023
o☐Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the transition period ________ to ________
COMMISSION FILE NUMBER 000-52711
STAR GOLD CORP.
(Exact name of small business issuer as specified in its charter)
| 27-0348508 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
1875 N. Lakewood Drive, Coeur | ||
(Address of principal executive office) | 83814 (Postal Code) |
(208)664-5066 | ||
(Issuer’s telephone number) | ||
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common Stock, $0.001 par value, | SRGZ | OTCQB | ||
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x No o☐
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). Yesx ☒ No o☐
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer | Accelerated Filer |
Non-Accelerated Filer | Smaller Reporting Company |
Emerging Growth Company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐Nox☒
As of December 14, 2022,11, 2023, there were shares of registrant’s common stock, $0.01 par value, issued and outstandingoutstanding.
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ITEM 4. | ||||
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ITEM 1A. | ||||
ITEM 2. | ||||
ITEM 3. | ||||
ITEM 4. | ||||
ITEM 5. | ||||
ITEM 6. | ||||
PART I - FINANCIAL INFORMATION
FINANCIAL STATEMENTS |
STAR GOLD CORP. |
CONDENSED INTERIM BALANCE SHEETS (UNAUDITED) |
| October 31, 2022 | April 30, 2022 | October 31, 2023 | April 30, 2023 | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS: | ||||||||||||||||
| Cash and cash equivalents | $ | 11,399 | $ | 50,815 | $ | 70,956 | $ | 33,505 | ||||||||
| Other current assets (NOTE 5) | 149,346 | 139,332 | ||||||||||||||
Other current assets | 1,633 | 11,218 | ||||||||||||||
| TOTAL CURRENT ASSETS | 160,745 | 190,147 | 72,589 | 44,723 | ||||||||||||
| MINING INTEREST (NOTE 4) | 578,167 | 566,167 | 590,167 | 578,167 | ||||||||||||
| RECLAMATION BOND (NOTE 4) | 89,400 | 89,400 | 89,400 | 89,400 | ||||||||||||
| TOTAL ASSETS | $ | 828,312 | $ | 845,714 | $ | 752,156 | $ | 712,290 | ||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||||
| Accounts payable and accrued liabilities | $ | 22,850 | $ | 37,306 | $ | 40,626 | $ | 29,240 | ||||||||
| Accrued interest, related parties | 11,828 | 3,226 | 43,966 | 25,208 | ||||||||||||
Promissory notes, related parties (NOTE 5) | 70,000 | 15,000 | ||||||||||||||
| TOTAL CURRENT LIABILITIES | 34,678 | 40,532 | 154,592 | 69,448 | ||||||||||||
| LONG TERM LIABILITIES: | ||||||||||||||||
| Promissory notes, related party (NOTE 6) | 230,000 | 50,000 | ||||||||||||||
| Convertible promissory notes, related parties (NOTE 6) | 150,000 | 150,000 | ||||||||||||||
Convertible promissory notes, related parties (NOTE 5) | 567,500 | 462,500 | ||||||||||||||
| TOTAL LIABILITIES | 414,678 | 240,532 | 722,092 | 531,948 | ||||||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 4 & 6) | - | - | ||||||||||||||
COMMITMENTS AND CONTINGENCIES (NOTE 5) | - | - | ||||||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Preferred Stock, $ par value; shares authorized, issued and outstanding | - | - | - | - | ||||||||||||
| Common Stock, $ par value; shares authorized; shares issued and outstanding | 97,291 | 97,291 | 97,291 | 97,291 | ||||||||||||
| Additional paid-in capital | 12,702,879 | 12,702,879 | 12,702,879 | 12,702,879 | ||||||||||||
| Accumulated deficit | (12,386,536 | ) | (12,194,988 | ) | (12,770,106 | ) | (12,619,828 | ) | ||||||||
| TOTAL STOCKHOLDERS’ EQUITY | 413,634 | 605,182 | 30,064 | 180,342 | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 828,312 | $ | 845,714 | $ | 752,156 | $ | 712,290 | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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STAR GOLD CORP. |
CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED) |
| Three months ended October 31, | Six months ended October 31, | Three months ended October 31, | Six months ended October 31, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
| OPERATING EXPENSE | ||||||||||||||||||||||||||||||||
| Mineral exploration expense | $ | - | $ | - | $ | 25,146 | $ | 25,146 | $ | - | $ | - | $ | 25,896 | $ | 25,146 | ||||||||||||||||
| Pre-development expense | 16,271 | 13,596 | 69,448 | 26,911 | 1,438 | 16,271 | 10,480 | 69,448 | ||||||||||||||||||||||||
| Legal and professional fees | 7,614 | 8,519 | 45,660 | 48,680 | 28,505 | 7,614 | 53,917 | 45,660 | ||||||||||||||||||||||||
| Management and administrative | 20,499 | 83,023 | 41,265 | 169,577 | 20,096 | 20,499 | 40,427 | 41,265 | ||||||||||||||||||||||||
| TOTAL OPERATING EXPENSES | 44,384 | 105,138 | 181,519 | 270,314 | 50,039 | 44,384 | 130,720 | 181,519 | ||||||||||||||||||||||||
| LOSS FROM OPERATIONS | (44,384 | ) | (105,138 | ) | (181,519 | ) | (270,314 | ) | (50,039 | ) | (44,384 | ) | (130,720 | ) | (181,519 | ) | ||||||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||||||||||||||||||
| Interest income | - | 12 | - | 66 | 1 | - | 3 | - | ||||||||||||||||||||||||
| Interest expense | (406 | ) | (262 | ) | (812 | ) | (524 | ) | (401 | ) | (406 | ) | (803 | ) | (812 | ) | ||||||||||||||||
| Interest expense, related party | (6,712 | ) | - | (9,217 | ) | - | ||||||||||||||||||||||||||
Interest expense, related parties | (10,885 | ) | (6,712 | ) | (18,758 | ) | (9,217 | ) | ||||||||||||||||||||||||
| TOTAL OTHER INCOME (EXPENSE) | (7,118 | ) | (250 | ) | (10,029 | ) | (458 | ) | (11,285 | ) | (7,118 | ) | (19,558 | ) | (10,029 | ) | ||||||||||||||||
| NET LOSS BEFORE INCOME TAXES | (51,502 | ) | (105,388 | ) | (191,548 | ) | (270,772 | ) | (61,324 | ) | (51,502 | ) | (150,278 | ) | (191,548 | ) | ||||||||||||||||
| Provision for income taxes | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| NET LOSS | $ | (51,502 | ) | $ | (105,388 | ) | (191,548 | ) | (270,772 | ) | $ | (61,324 | ) | $ | (51,502 | ) | $ | (150,278 | ) | $ | (191,548 | ) | ||||||||||
| Basic and diluted loss per share | $ | Nil | $ | Nil | Nil | $ | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||||
| Basic and diluted weighted average number shares outstanding | 97,290,810 | 97,290,810 | 97,290,810 | 97,290,810 | $ | 97,290,810 | 97,290,810 | $ | 97,290,810 | 97,290,810 | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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STAR GOLD CORP. |
CONDENSED INTERIM STATEMENTS OF CHANGES IN |
For the three and six months ended October 31, |
Common Stock | Total | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Total | Shares | Par Value | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Par Value | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||
| Issued | $.001 per share | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||
| BALANCE, April 30, 2021 | 97,290,810 | $ | 97,291 | $ | 12,615,008 | $ | (11,801,793 | ) | $ | 910,506 | ||||||||||||||||||||||||||||||
| Net loss | - | - | - | (165,384 | ) | (165,384 | ) | |||||||||||||||||||||||||||||||||
| BALANCE, July 31, 2021 | 97,290,810 | 97,291 | 12,615,008 | (11,967,177 | ) | 745,122 | ||||||||||||||||||||||||||||||||||
| Warrants issued for other current assets | - | - | 87,871 | - | 87,871 | |||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | (105,388 | ) | (105,388 | ) | |||||||||||||||||||||||||||||||||
| BALANCE, October 31, 2021 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,072,565 | ) | $ | 727,605 | ||||||||||||||||||||||||||||||
Issued | $.001 per share | Capital | Deficit | Equity | ||||||||||||||||||||||||||||||||||||
| BALANCE, April 30, 2022 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,194,988 | ) | $ | 605,182 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,194,988 | ) | $ | 605,182 | ||||||||||||||||||||
| Net loss | - | - | - | (140,046 | ) | (140,046 | ) | - | - | - | (140,046 | ) | (140,046 | ) | ||||||||||||||||||||||||||
| BALANCE, July 31, 2022 | 97,290,810 | 97,291 | 12,702,879 | (12,335,034 | ) | 465,136 | 97,290,810 | 97,291 | 12,702,879 | (12,335,034 | ) | 465,136 | ||||||||||||||||||||||||||||
| Net loss | - | - | - | (51,502 | ) | (51,502 | ) | - | - | - | (51,502 | ) | (51,502 | ) | ||||||||||||||||||||||||||
| BALANCE, October 31, 2022 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,386,536 | ) | $ | 413,634 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,386,536 | ) | $ | 413,634 | ||||||||||||||||||||
BALANCE, April 30, 2023 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,619,828 | ) | $ | 180,342 | ||||||||||||||||||||||||||||||
Net loss | - | - | - | (88,954 | ) | (88,954 | ) | |||||||||||||||||||||||||||||||||
BALANCE, July 31, 2023 | 97,290,810 | 97,291 | 12,702,879 | (12,708,782 | ) | 91,388 | ||||||||||||||||||||||||||||||||||
Net loss | - | - | - | (61,324 | ) | (61,324 | ) | |||||||||||||||||||||||||||||||||
BALANCE, October 31, 2023 | 97,290,810 | $ | 97,291 | $ | 12,702,879 | $ | (12,770,106 | ) | $ | 30,064 | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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STAR GOLD CORP. |
CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED) |
| Six months ended | Six months ended | |||||||||||||||
| October 31, 2022 | October 31, 2021 | October 31, 2023 | October 31, 2022 | |||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||
| Net loss | $ | (191,548 | ) | $ | (270,772 | ) | $ | (150,278 | ) | $ | (191,548 | ) | ||||
| Changes in assets and liabilities: | ||||||||||||||||
| Other current assets | (10,014 | ) | (42,553 | ) | 9,585 | (10,014 | ) | |||||||||
| Accounts payable and accrued liabilities | (14,456 | ) | (8,863 | ) | 11,386 | (14,456 | ) | |||||||||
| Accrued interest, related parties | 8,602 | - | 18,758 | 8,602 | ||||||||||||
| Deferred compensation to officers and directors | - | 129,000 | ||||||||||||||
| Net cash used by operating activities | (207,416 | ) | (193,188 | ) | (110,549 | ) | (207,416 | ) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||
| Payments for mining interests | (12,000 | ) | (12,000 | ) | (12,000 | ) | (12,000 | ) | ||||||||
| Net cash used by investing activities | (12,000 | ) | (12,000 | ) | (12,000 | ) | (12,000 | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||
| Proceeds from promissory notes payable, related parties | 260,000 | - | 55,000 | 260,000 | ||||||||||||
| Repayment of promissory notes payable, related party | (80,000 | ) | - | - | (80,000 | ) | ||||||||||
Proceeds from convertible notes payable, related parties | 105,000 | - | ||||||||||||||
| Net cash provided by financing activities | 180,000 | - | 160,000 | 180,000 | ||||||||||||
| Net decrease in cash and cash equivalents | (39,416 | ) | (205,188 | ) | ||||||||||||
Net increase (decrease) in cash and cash equivalents | 37,451 | (39,416 | ) | |||||||||||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 50,815 | 265,944 | 33,505 | 50,815 | ||||||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 11,399 | $ | 60,756 | $ | 70,956 | $ | 11,399 | ||||||||
| NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||||||||||||||||
| Warrants issued for other current assets | - | $ | 87,871 | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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October 31, 2023
NOTE 1 - –NATURE OF OPERATIONS
Star Gold Corp. (the “Company”) was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.
The Company’s core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company’s exploration work will ultimately discover or produce any economically viable minerals.
NOTE 2 - –SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The condensed balance sheet at April 30, 20222023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Operating results for the three-three- and six-monthsix- month period ended October 31, 20222023 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2023.2024.
These unaudited condensed interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K10-K for the year ended April 30, 20222023 filed with the Securities and Exchange Commission on July 29, 2022.September 14, 2023.
The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.
Going Concern
As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of October 31, 2022,2023, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed balance sheet as of October 31, 2023, the Company has an accumulated deficit of $12,770,106. On October 31, 2023, the Company's working capital deficit was $82,003. The lack of sufficient working capital andto meet current obligations, continuing losses and ongoing cash used by operating activities raises substantial doubt about the Company’s ability to continue as a going concern. As shown in the accompanying condensed balance sheet as of October 31, 2022, the Company has an accumulated deficit of $12,386,536. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Achievement of the Company’s objectives will depend on the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders.
Financial Instruments
ReclassificationsThe Company's financial instruments include cash and cash equivalents, reclamation bonds, promissory notes related party and convertible promissory notes, related parties.
Certain reclassifications have been madeCash and cash equivalents, reclamation bonds, promissory notes, related party and convertible promissory notes, related parties are accounted for on a cost basis, which, due to the 2021short maturity of these financial statements in order to conform to the 2022 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.instruments, approximates fair value at October 31, 2023.
New Accounting Pronouncements
Accounting Standards Updates Adopted
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and with early adoption permitted. Early adoption of this update had no impact on the Company’s consolidated financial statements.
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Other accountingAccounting standards that have been issued or proposed by FASBthe Financial Accounting Standards Board ("FASB") that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3– 3–EARNINGS PER SHARE
Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, convertible promissory notes including accrued interest and warrants.
The outstanding securities on October 31, 2022 2023 and 20212022 that could have a dilutive effect are as follows:
| October 31, 2023 | October 31, 2022 | |||||||
Stock options | 3,435,000 | 5,035,000 | ||||||
Convertible promissory notes and accrued interest, related parties | 25,399,822 | 3,137,671 | ||||||
Warrants | 2,000,000 | 2,000,000 | ||||||
Total Possible Dilution | 30,834,822 | 10,172,671 | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
| October 31, 2022 | October 31, 2021 | |||||||
| Stock options | 5,035,000 | 5,035,000 | ||||||
| Convertible promissory notes, related parties | 3,000,000 | - | ||||||
| Warrants | 2,000,000 | 2,000,000 | ||||||
| Total Possible Dilution | 10,035,000 | 7,035,000 | ||||||
For the three-three- and six-monthssix- months ended October 31, 2022, 2023 and 2021,2022, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.
NOTE 4–4–MINING INTEREST
The following is a summary of the Company’s equipment and mining interest on October 31, 20222023 and April 30, 2022.2023.
| October 31, 2023 | April 30, 2023 | |||||||
Mining interest - Longstreet | 590,167 | 578,167 | ||||||
Total | $ | 590,167 | $ | 578,167 | ||||
Schedule of Company Equipment and Mining Interest
| October 31, 2022 | April 30, 2022 | |||||||
| Mining interest - Longstreet | 578,167 | 566,167 | ||||||
| Total | $ | 578,167 | $ | 566,167 | ||||
Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. (“Great Basin”), as amended, which was originally entered into by the Company on or about January 15, 2010 (the(the “Longstreet Agreement”), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company’s common stock.
On August 24, 2020, the Company executed an amendment which grants the Company the option, to be exercised no later than six (6) (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-halfone-half of Great Basin’s 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.
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In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the six months ended October 31, 2022 2023 and 2021,2022, respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.
At October 31, 20222023 and April 30, 2022,2023, the Company has a reclamation bond of $89,400 with the United States Department of Agriculture-Forest Service to increase the Reclamation Bond as collateral on the Longstreet Property. The bond is collateral on reclamation of planned drilling activities on the Longstreet Property and is refundable subject to the Company completing defined reclamation actions upon completion of drilling.
NOTE 5–OTHER CURRENT ASSETS RELATED PARTY TRANSACTIONS
On August 21, 2017, the Company entered into an Option and Lease of Water Rights, with High Test Hay, LLC (the “High Test Water Rights Agreement”). On August 21, 2022, the Company exercised its third and final option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $25,000 payment to be amortized over twelve months.
As of October 31, 2022 and April 30, 2022, the unamortized portion of the High Test Hay Water Rights Agreement and subsequent exercise of its option is $20,137 and $7,740, respectively.
On October 31, 2021, the Company issued 2,000,000 warrants to purchase common stock in accordance with an agreement whereby the Company will receive promotional services to be performed in the future. The fair value of the warrants issued was $87,871 was recorded as other current assets and is being amortized over subsequent periods when services are received. For the three-and six-months ended October 31, 2022 and the year ended April 30, 2022, no share-based compensation has been recognized. (Note 8).
The following is a summary of the Company’s Other Current Assets at Company's Promissory notes, related parties and convertible promissory notes, related parties as of October 31, 2022 and April 30, 2022:2023:
Maturity date | Interest rate | Conversion price per share | Principal amount | Accrued interest | Total | |||||||||||||||
Promissory notes, related parties | ||||||||||||||||||||
March 31, 2024 | 8 | % | $ | - | $ | 15,000 | $ | 703 | $ | 15,703 | ||||||||||
June 28, 2024 | 8 | % | - | 20,000 | 548 | 20,548 | ||||||||||||||
August 24, 2024 | 8 | % | - | 35,000 | 522 | 35,522 | ||||||||||||||
| $ | 70,000 | $ | 1,773 | $ | 71,773 | |||||||||||||||
Convertible promissory notes, related parties | ||||||||||||||||||||
April 30, 2025 | 5 | % | $ | 0.05 | 150,000 | 14,384 | 164,384 | |||||||||||||
April 14, 2026 | 8 | % | 0.02 | 260,000 | 25,232 | 285,232 | ||||||||||||||
April 14, 2026 | 8 | % | 0.02 | 52,500 | 2,301 | 54,801 | ||||||||||||||
October 24, 2026 | 8 | % | 0.0206 | 15,000 | 20 | 15,020 | ||||||||||||||
October 24, 2026 | 8 | % | 0.0206 | 90,000 | 256 | 90,256 | ||||||||||||||
| $ | 567,500 | $ | 42,193 | $ | 609,693 | |||||||||||||||
Consulting agreements
Schedule ofFor the three months ended October 31, 2023 and 2022, the Company Other Current Assets
| October 31, 2022 | April 30, 2022 | |||||||
| Option on water rights lease agreement, net | $ | 20,137 | $ | 7,740 | ||||
| Prepaid insurance | 2,175 | 4,558 | ||||||
| Prepaid promotion expense | 125,084 | 125,084 | ||||||
| Prepaid legal expense | 1,950 | 1,950 | ||||||
| Total | $ | 149,346 | $ | 139,332 | ||||
recognized $7,500 and $7,500, respectively, for contract Chief Financial Officer services, which is included in "management and administrative expense". For the six months ended October 31, 2023 and 2022, the Company recognized $15,000 and $15,000, respectively for contract Chief Financial Officer services.
NOTE 6– RELATED PARTY TRANSACTIONS
The July 5, 2022, August 4, 2022 and January 17, 2023 promissory notes totaling $260,000 in aggregate were converted to a convertible promissory note on April 14, 2023, as described in the Convertible promissory note, related party section below. On March 31, 2023, the Company entered into a promissory note with the Chairman of the Board of Directors in the amount of $15,000. The promissory note has a maturity date of March 31, 2024 and accrues interest at 8% per annum. The Convertible Promissory Notes are convertible at any time after the original issue date into a number of shares of the Company’s Common Stock, determined by dividing the amount to be converted by a conversion price equal to $0.05 per share. The Convertible Promissory Notes are convertible into an aggregate of 3,000,000 shares. NOTE On October 31, 2021, the Company granted 2,000,000 warrants to purchase Common Stock in lieu of cash payment for future NOTE 7– STOCK OPTIONS Options issued for mining interest In consideration for its mining interest (see Note Options outstanding for mining interest totaled 935,000 at October 31, Options issued under the 2011 Stock Option/Restricted Stock Plan The Company established the 2011 Stock Option/Restricted Stock Plan (the No options were issued, exercised, expired or forfeited under the Stock Option Plan during the The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of October 31, The following table summarizes additional information about the options under the Date of Grant April 30, 2021 Summary: Weighted Average All options Exercise Price Balance outstanding at April 30, 2022 Expired or forfeited Balance outstanding at April 30 and October 31, 2023 Options issued for: Mining interests Stock option plan Outstanding and exercisable at October 31, 2023 The aggregate intrinsic value of all options vested and exercisable at October 31, CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statement that expresses or involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates”, or “intends”, or states that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: ● Risks related to the Company’s properties being in the exploration stage; ● Risks related to the mineral operations being subject to government regulation; ● Risks related to environmental concerns; ● Risks related to the Company’s ability to obtain additional capital to develop the Company’s resources, if any; ● Risks related to mineral exploration and development activities; ● Risks related to mineral estimates; ● Risks related to the Company’s insurance coverage for operating risks; ● Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper; ● Risks related to the competitive industry of mineral exploration; ● Risks related to the title and rights in the Company’s mineral properties; ● Risks related to the possible dilution of the Company’s common stock from additional financing activities; ● Risks related to potential conflicts of interest with the Company’s management; ● Risks related to the Company’s shares of common This list is not exhaustive of the factors that may affect the Company’s forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled “Risk Factors and Uncertainties”, “Description of Business” and “Management’s Discussion and Analysis” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement. Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report. As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, Corporate Background The Company was originally incorporated on December 8, 2006, under the laws of the State of Nevada as Elan Development, Inc. On April 25, 2008, the name of the Company was changed to Star Gold Corp. Star Gold Corp. is a pre-development stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals. Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the “Longstreet Property” or the “Longstreet Project.” The Longstreet Property in its entirety comprises 142 mineral claims: 75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers, pursuant to the “Clifford Lease”; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration. The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry. Overview of Mineral Exploration and Current Operations Star Gold Corp. is a pre-development stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. The Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest, that can be acquired, in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management. The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities. The Company will perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). The Company may enter joint venture agreements with other companies to fund further exploration and/or development work. It is the Company’s plan to focus on assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States. The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company’s property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property. The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay an aggregate 3% Net Smelter Royalty (“NSR”), divided between Great Basin Resources, Inc. (“Great Basin”) and Clifford within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows: Property name Longstreet Third parties Great Basin Resources, Inc. and Clifford Number of claims 142 (1)(2)(3)(4) Acres (approx.) 2,500 Agreements/Royalties Royalties 3% Net Smelter Royalty (“NSR”) Annual advance royalty payment $12,000 (1) Great Basin took assignment from MinQuest, Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company. (2) On August 12, 2019, the Company and Great Basin Resources, Inc. (“Great Basin”) agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the “2019 Amendment”). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended. (3) On September 10, 2020, the Company accelerated the payment to Great Basin Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims. The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees. (4) The Company shall pay Clifford a 2% net smelter royalty on net smelter returns which is inclusive of the overall 3% net smelter royalty for the properties. Compliance with Government Regulations Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies. United States Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company’s U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment. Land Ownership and Mining Rights. On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances. Mining Operations The exploration of mining properties and development and operation of mines is governed by both federal and state laws. The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals). Environmental Law The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Company’s operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Company’s proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the pre-development stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time. Competition Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact Star Gold Corp.’s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties. The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results. Office and Other Facilities Star Gold Corp. currently maintains its administrative offices at 1875 N. Employees The Company has no employees as of the date of this Quarterly Report on Form 10-Q. Star Gold Corp. conducts business largely through independent contractor agreements with consultants. Research and Development Expenditures The Company has not incurred any research expenditures since incorporation. Reports to Security Holders The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov. SELECTED FINANCIAL DATA. BALANCE SHEET INFORMATION Working capital (deficit) Total assets Accumulated deficit Stockholders’ equity PLAN OF OPERATION The Company maintains a corporate office in Coeur d’Alene, Idaho. This is the primary administrative office for the Company and is utilized by Board Chairman Lindsay Gorrill and Chief Financial Officer Kelly Stopher. The drilling permit granted from the Bureau of Land Management (“BLM”) in September 2019 For the fiscal year ending April 30, Hydrology Drilling – 2 to 4 holes expected to be sufficient: Geochemical analysis – design of program for submission to State of Nevada involves some core drilling; Plan of Operations Development (Mine Plan, Civil Engineering Design) Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS and plan of operation for the Longstreet project (the “Longstreet Plan”). The eventual objective of the EIS and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property. Approval of the Longstreet Plan is subject to governmental agency review and may require additional remediation activities. Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties. Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments. Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims. Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties. Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company’s exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments. Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing, when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims. RESULTS OF OPERATIONS For the three months ended October 31, 2023 October 31, 2022 $ Change Pct. Change Interest (income) For the six months ended October 31, 2023 October 31, 2022 $ Change Pct. Change Mineral exploration expense Pre-development expense Legal and professional fees Management and administrative Interest expense Interest expense, related party Interest (income) Total The Company earned no operating revenue in 2022 or The Company will continue to focus its capital and resources toward permitting activities at its Longstreet Property. Total net loss for the three months ended October 31, Total net loss for the six months ended October 31, Mineral exploration expense Mineral exploration expense for the six months ended October 31, The Company’s emphasis has shifted from exploratory drilling to activities related to pre-development expense including environmental and anthropological studies associated with building a Plan of Operations and obtaining a permit to construct a mine at the Longstreet site. Pre-development expense For the six months ended October 31, 2023 October 31, 2022 $ Change Pct. Change Field expense Permits and fees Technical consultants Water rights costs Total pre-development expense Pre-development expense for the three months ended October 31, Technical consultant expense Pre-development expense for the six months ended October 31, 2023 of $10,480 decreased $58,968 from 2022 Technical consultant expense decreased $51,772 to Legal and professional fees For the six months ended October 31, 2023 October 31, 2022 $ Change Pct. Change Audit and accounting Legal fees Public company expense Investor relations Total legal and professional fees Legal and professional fees of $28,505 for the three months ended October 31, There are no pending legal issues or contingencies as of October 31, Legal and professional fees of $53,917 for the six months ended October 31, 2023 increased by $8,257 compared to the six months ended October 31, 2022 expense of $45,660. The increase is primarily related to additional cost related to filing fees and software. For the six months ended October 31, 2023 October 31, 2022 $ Change Pct. Change Auto and travel General administrative and insurance Management fees and payroll Office and computer expense Telephone and utilities Total Total Management fees were accrued during the three- and six-months ended July 31, 2023 but not paid. Total LIQUIDITY AND FINANCIAL CONDITION WORKING CAPITAL Current assets Current liabilities Working capital CASH FLOWS Cash flow used by operating activities Cash flow used by investing activities Cash flow provided by financing activities Net decrease in cash during period As of October 31, Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company’s existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company’s common stock or alternative methods such as mergers or sale of the Company’s assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements. The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company’s mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property. OFF-BALANCE SHEET ARRANGEMENTS The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company does not hold any derivative instruments and does not engage in any hedging activities. CONTROLS AND PROCEDURES Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework. PEO and PFO Certifications Appearing immediately following the Signatures section of this report there are Certifications of the PEO and the PFO. The Certifications are required in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The Items of this report which you are currently reading is the information concerning the Evaluation referred to in Section 302 Certifications and this information should be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented. Changes in Internal Control over Financial Reporting There have been no changes during the quarter ended October 31, LEGAL PROCEEDINGS. Star Gold Corp. is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation. RISK FACTORS. There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, RECENT SALES OF UNREGISTERED SECURITIES. For the three months ended October 31, During the three months ended October 31, DEFAULTS UPON SENIOR SECURITIES. None MINE SAFETY Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations. OTHER INFORMATION. None EXHIBITS. Exhibit Number Description of Exhibits 3.1 3.2 4.1 10.1 Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1) 10.2 10.3 Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp.(3) 10.4 10.5 10.6 10.7 10.8 14.1 99.1 99.2 99.3 99.4 31.1 31.2 32.1 32.2 101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Filed with the SEC as an exhibit to the Company’s Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended. (2) Filed with the SEC on February 02, 2012 as an exhibit to Form 8-K. (3) Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K. (4) Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K. (5) Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K. (6) Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K. (7) Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K. (8) Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K. (9) Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K. (*) XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STAR GOLD CORP. Date: December By: /s/ DAVID SEGELOV President (Principal Executive Officer) Date: December /s/ KELLY J. STOPHER By: Kelly J. Stopher Chief Financial Officer and Secretary (Principal Financial Officer)May 1, 2021,July 5, 2022, the Company entered into consulting agreementsa promissory note with four members of the Company’s management team (the “consulting agreements”). The Company entered into an agreement with each ofentity controlled by the Chairman of the Board of Directors and another Company director in the President, the Chief Financial Officer amount of $80,000. The July 5, 2022 promissory note had a maturity date of July 31, 2025 and the Vice President of Finance.Each agreement is for a two-year period, automatically renewable annually thereafter, and originally paid each executive $6,000accrued interest at 8% per month. Each executive was originally eligible to receive a bonus equal to eighteen (18) months’ compensation, payable upon a change in control event. The consulting agreements superseded all previous agreements or resolutions.Effective December 1, 2021, the Company amended existing consulting agreements with the Company’s management team. Under the terms of the amended consulting agreements, three (3) executives are to be paid $1 annual compensation and one executive will be paid $2,500 per month. Each executive is eligible to receive a bonus of $108,000 payable upon a change of control.Page 9 of 24STAR GOLD CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)OCTOBER 31, 2022For the three months ended October 31, the Company recognized $7,500 in management and administrative expense under the consulting agreements. For the three months ended October 31, 2021, the Company recognized $72,000 in management and administrative expense under the consulting agreements.For the six months ended October 31, 2022, the Company recognized $15,000 in management and administrative expense under the consulting agreements. For the six months ended October 31, 2021, the Company recognized $144,000 in management and administrative expense under the consulting agreements.On November 30, 2021,Convertible Promissory Notesnotes accrue interest at 5% per annum with monthly interest-only payments through April 30, 2025. The notes mature April 30, 2025. The Convertible Promissory Notes mature April 30, 2025.At October 31, 2022 and 30, 2022, 14, 2023, the balanceCompany issued four convertible promissory notes (the "April 14, 2023 Notes") with an aggregate principal amount $312,500. One note was issued to a related party, controlled by two members of the Convertible Promissory Notes was $150,000.On April 12, 2022,Board, in conversion and satisfaction of three existing promissory notes, totaling $260,000 issued by the Company entered inon July 5, 2022, August 4, 2022 and January 17, 2023 respectively. Three of the April 14, 2023 Notes were issued to an officer, a promissory note withmember of the Company’s ChairmanBoard of Directors and an entity controlled by two members of the Board of Directors totaling $52,500. The April 14, 2023 Notes bear eight percent ( 8%) interest and have a maturity date of April 14, 2026(the “Maturity Date”). There are no required periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the maturity date. The Notes and accrued interest are convertible into shares of common stock of the Company at the conversion price of $0.0206 per share.$50,000.$15,000. The note hasOctober 24, 2023 Convertible Notes have a maturity date of April 12, 2024 and accrued interest at 5% per annum.On June 28, 2022, the Company entered in a promissory note with the Company’s Chairman of the Board of Directors in the amount of $30,000. The note has a maturity date of April 12, 2024 and accrued interest at 5% per annum.On July 5, 2022, the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $80,000. The proceeds repaid the April 12, 2022 and June 28, 2022 promissory notes outstanding. The July 5, 2022 promissory note has a maturity date of July 31, 2025 October 24, 2026 and accrues interest at 8% per annum. There are no required periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the Maturity Date. The notes and accrued interest are convertible into shares of common stock of the Company at the conversion price of $.0206 per share.2022, the principal balance of the promissory note is $80,000.On August 4, 2022, the Company entered into a promissory note with an entity controlled the Chairman of the Board of Directors2023another Company director in the amount of $150,000. The promissory note has a maturity date of July 31, 2025 and accrues interest at 8% per annum. At October 31, 2022, the principal balance of the promissory note is $150,000.For the three months ended October 31, 2022 and 2021, the Company recognized interest expense, related parties of $6,712 and $Nil, respectively. For the six months ended October 31, 2022 and 2021, the Company recognized interest expense, related parties of $9,217 and $Nil, respectively.At October 31, 2022 and April 30, 2022,2023, the balance of accrued interest due to related parties from convertible promissory notes is $42,193 11,828 and $25,109 3,226, respectively, which is included in “Accounts payable “Accrued interest, related parties” on the balance sheet.other accrued liabilities”.2022, respectively, the Company recognized interest expense, related parties of $10,885 and $6,712. For the six months ended October 31, 2023 and 2022 , respectively, the Company recognized interest expense, related parties of $18,758 and $9,217.7 6–WARRANTSpromotional services. The warrants have an exercise price of $0.0442. The expiration date of the warrants is October 31, 2026. The fair valuethe warrants granted was $87,871 and is included in “Other Current Assets” and will be amortized for services to be provided over the subsequent twelve months (Note 5).25STAR GOLD CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)OCTOBER 31, 2022The Company estimated the fair value of the October 31, 2021 warrants issued using the Black-Scholes model with the following information and range of assumptions:Schedule of Company’s Warrants OutstandingWarrants issued 2,000,000 Fair value of warrant issuance $ 87,871 Exercise price $ 0.0442 Expected volatility 244.99 % Expected term 5 years Risk free rate 1.18 % Schedule of Company’s Warrants to Purchase of Common Stock Warrants Weighted Average
Exercise Price Balance outstanding at April 30, 2021 6,789,667 $ 0.15 Issued 2,000,000 0.0442 Expired (6,789,667 ) (0.15 ) Balance outstanding at April 30, 2022 and October 31, 2022 $ 4)4), the Company was obligated to issue stock options to purchase shares of the Company’s common stock based on “fair market price” which for financial statement purposes is considered to be the closing price of the Company’s common stock on the issue dates. Those costs were capitalized as mining interest.20222023 and April 30, 20222023 and are fully vested. As of October 31, 2022,2023, the remaining weighted average term of the option grants for mining interest was 1.840.84 years. As of October 31, 2022,2023, the weighted average exercise price of the option grants for mining interest was $0.04 per share.“2011“2011 Plan”). The 2011 Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.On April 30, 2021, the Board of Directors authorized the grant of 2,700,000 options to purchase shares of common stock of the Company to various directors and officers. The options have an exercise price of $0.06 based on the closing price of the Company’s common stock on the date of grant and vest immediately. The expiration date of the options is April 30, 2026.three-three- and six-six- months ended October 31, 20222023 or 2021.2022.20222023 and April 30, 2022,2023, respectively, there was no unrecognized compensation cost related to stock-based options and awards.Page 11 As of 24October 31, 2023, the remaining average term of the 2011 Plan option grants was 2.50 years. As of October 31, 2023, the weighted average exercise price of the options issued under the 2011 plan was $0.06. STAR GOLD CORP.NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)OCTOBER 31, 2022Company’sCompany's Stock Option Plan as of October 31, 2022:Plan: Options outstanding and exercisable Remaining Term Shares (years) Price 2,500,000 2.50 0.06 Schedule of Company’s Stock Option Plan Options outstanding and exercisable Date of Grant Shares Remaining Term
(years) Price April 30, 2018 1,400,000 0.50 $ 0.065 April 30, 2021 2,700,000 3.50 0.06 Total options 4,100,000 2.47 $ 0.06 Summary: 5,035,000 $ 0.056 (1,600,000 ) $ (0.064 ) 3,435,000 $ 0.055 Weighted Average Weighted Remaining Term Average Exercise Options (years) Price 935,000 0.84 $ 0.04 2,500,000 2.50 0.06 3,435,000 $ 0.055 Schedule of Company’s Stock Option Outstanding and ExercisableOptions issued for: Options Weighted
Average
Remaining Term
(years) Weighted
Average Exercise
Price Mining interests 935,000 1.84 $ 0.04 Stock option plan 4,100,000 2.47 0.06 Outstanding and exercisable at October 31, 2022 5,035,000 2.35 $ 0.06 2022,2023, was $Nil$Nil based on the Company’s closing price of $0.009$0.021 per common share at October 31, 2022.2023. The Company’s current policy is to issue new shares to satisfy option exercises.Page 12 of 24MANAGEMENT’SMANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.stock;Page 13 of 242022.2023. The following statements may be forward-looking in nature and actual results may differ materially.Page 14 of 24(1)Page 15 of 24LakeviewLakewood Drive, Suite 303, Coeur d’Alene, ID 83814. The telephone number is (208) 664-5066. Star Gold Corp. does not currently own title to any real property.Page 16 of 24 Six months ended Six months ended October 31, 2022 October 31, 2021 October 31, 2023 October 31, 2022 Revenues $ - $ - $ - $ - Total operating expenses 181,519 270,314 130,720 181,519 Loss from operations (181,519 ) (270,314 ) (130,720 ) (181,519 ) Other income (expense) (10,029 ) (458 ) (19,558 ) (10,029 ) NET LOSS $ (191,548 ) $ (270,772 ) $ (150,278 ) $ (191,548 ) Weighted average shares of common stock (basic and diluted) 97,290,810 97,290,810 97,290,810 97,290,810 Income (loss) per share (basic and diluted) $ Nil Nil Nil Nil BALANCE SHEET INFORMATION October 31, 2022 April 30, 2022 Working capital (deficit) $ 126,067 $ 149,615 Total assets 828,312 845,714 Accumulated deficit 12,386,536 12,194,988 Stockholders’ equity 413,634 605,182 October 31, 2023 April 30, 2023 $ (82,003 ) $ (24,725 ) 752,156 712,290 12,770,106 12,619,828 30,064 180,342 During the fiscal year ended April 30, 2021, the Company commissioned a detailed third-party Preliminary Economic Assessment (“PEA”) to redefine the Longstreet Project and to make sure that the assumptions, and resulting economics, relied on to move the leach pad closer to the Main nob justified the change in design. The PEA has been completed and the Company is currently assessing the best strategy to proceed.remains valid untilexpired in December 2022. This allowsThe permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company maywill apply for an extension of the permit.2023,2024, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement (“EIS”) on the Longstreet Project:Page 17 of 24 For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change Pre-development expense $ 16,271 $ 13,596 $ 2,675 19.7 % $ 1,438 $ 16,271 $ (14,833 ) (91.2 )% Legal and professional fees 7,614 8,519 (905 ) (10.6 %) 28,505 7,614 20,891 274.4 % Management and administrative 20,499 83,023 (62,524 ) (75.3 %) 20,096 20,499 (403 ) (2.0 )% Interest expense 406 262 144 55.0 % 401 406 (5 ) (1.2 )% Interest expense, related party 6,712 - 6,712 N/A 10,885 6,712 4,173 62.2 % Interest income - (12 ) 12 (100.0 %) (1 ) - (1 ) N/A Total $ 51,502 $ 105,388 $ (53,886 ) (51.1 %) $ 61,324 $ 51,502 $ 9,822 19.1 % For the six months ended October 31, 2022 October 31, 2021 $ Change Pct. Change Mineral exploration expense $ 25,146 $ 25,146 $ - 0.0 % Pre-development expense 69,448 26,911 42,537 158.1 % Legal and professional fees 45,660 48,680 (3,020 ) (6.2 %) Management and administrative 41,265 169,577 (128,312 ) (75.7 %) Interest expense 812 524 288 55.0 % Interest expense, related party 9,217 - 9,217 N/A Interest income - (66 ) 66 (100.0 %) Total $ 191,548 $ 270,772 $ (79,224 ) (29.3 %) $ 25,896 $ 25,146 $ 750 3.0 % 10,480 69,448 (58,968 ) (84.9 )% 53,917 45,660 8,257 18.1 % 40,427 41,265 (838 ) (2.0 )% 803 812 (9 ) (1.1 )% 18,758 9,217 9,541 103.5 % (3 ) - (3 ) N/A $ 150,278 $ 191,548 $ (41,270 ) (21.5 )% 20212023 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and presently is seeking other natural resources related business opportunities.20222023 of $51,502 decreased$61,324 increased by $53,886$9,822 from the 20212022 total net loss of $105,388.$51,502.20222023 of $191,548$150,278 decreased by $79,224$41,270 from the 20212022 total net loss of $270,772.$191,548.Page 18 of 24 For the six months ended For the six months ended October 31, 2022 October 31, 2021 $ Change Pct. Change October 31, 2023 October 31, 2022 $ Change Pct. Change Claims 25,146 25,146 - 0.0 % 25,896 25,146 750 3.0 % Total mineral exploration expense $ 25,146 $ 25,146 $ - 0.0 % $ 25,896 $ 25,146 $ 750 3.0 % 2022 was $25,146 a change2023 of $Nil$25,896 increased $750 from 20212022 mineral exploration expense of $25,146. There was no mineral exploration expense for the three months ended October 31, 2022 and 2021. Aside from annual claims payments, there was no additional mineral exploration expense for the six months ended October 31, 2023 and 2022, respectively. There were no exploration expenses for the three months ended October 31, 2023 and 2021, respectively.2022. For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change Field expense $ 1,750 - $ 1,750 N/A Technical consultants 8,220 1,625 6,595 405.8 % Water rights costs 6,301 11,971 (5,670 ) (47.4 %) Total pre-development expense $ 16,271 $ 13,596 $ 2,675 19.7 % For the six months ended For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change October 31, 2023 October 31, 2022 $ Change Pct. Change Field expense $ 4,874 $ 1,995 $ 2,879 144.3 % $ - $ 1,750 $ (1,750 ) (100.0 )% Permits and fees 200 200 - 0.0 % - - - NA Technical consultants 51,772 1,625 50,147 3,086.0 % - 8,220 (8,220 ) NA Water rights costs 12,602 23,091 (10,489 ) (45.4 %) 1,438 6,301 (4,863 ) (77.2 )% Total pre-development expense $ 69,448 $ 26,911 $ 42,537 158.1 % $ 1,438 $ 16,271 $ (14,833 ) (91.2 )% $ 2,441 $ 4,874 $ (2,433 ) (49.9 )% 300 200 100 50.0 % - 51,772 (51,772 ) (100.0 )% 7,739 12,602 (4,863 ) (38.6 )% $ 10,480 $ 69,448 $ (58,968 ) (84.9 )% 20222023 was $16,271 an increase$1,438 a decrease of $2,675$14,833 from 20212022 pre-development expense of $13,596.$16,271.increased $6,595decreased $8,220 to $Nil for the three months ended October 31, 2023 compared to $8,220 for the three months ended October 31, 2022 compared to $1,625 for the three months ended October 31, 2021.2022.was $69,448 comparedpre-development expense of $69,448.$26,911$Nil for the six months ended October 31, 2022. The Company engaged technical consultants2023 compared to evaluate its financial model and validate costs in light$51,772 for the six months ended October 31, 2022. For the three months ended For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change October 31, 2023 October 31, 2022 $ Change Pct. Change Audit and accounting $ 3,500 $ 3,000 $ 500 16.7 % $ 21,306 $ 3,500 $ 17,806 508.7 % Legal fees 2,130 1,950 180 9.2 % 2,491 2,130 361 16.9 % Public company expense 1,906 3,491 (1,585 ) (45.4 %) 4,630 1,906 2,724 142.9 % Investor relations 78 78 - 0.0 % 78 78 - 0.0 % Total legal and professional fees $ 7,614 $ 8,519 $ (905 ) (10.6 %) $ 28,505 $ 7,614 $ 20,891 274.4 % For the six months ended October 31, 2022 October 31, 2021 $ Change Pct. Change Audit and accounting $ 23,074 $ 21,592 $ 1,482 6.9 % Legal fees 4,064 8,750 (4,686 ) (53.6 %) Public company expense 18,366 18,203 163 0.9 % Investor relations 156 135 21 15.6 % Total legal and professional fees $ 45,660 $ 48,680 $ (3,020 ) (6.2 %) $ 24,330 $ 23,074 $ 1,256 5.4 % 5,426 4,064 1,362 33.5 % 24,005 18,366 5,639 30.7 % 156 156 - 0.0 % $ 53,917 $ 45,660 $ 8,257 18.1 % 20222023 decreased by $905$20,891 compared to the three months ended October 31, 2021.Legal and professional2022 expense of $7,614. The increase is primarily related to the timing of audit fees decreased by $3,020, from $48,680 forrecognized as the three months endedannual audit of the Company's financial statements did not conclude until the quarter ending October 31, 2021 to $45,660 for the three months ended October 31, 2022. 2023. 2022.2023.GeneralManagement and administrative expense For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change General administrative and insurance $ 12,572 $ 10,383 $ 2,189 21.1 % Management fees and payroll 7,500 72,000 (64,500 ) (89.6 %) Office and computer expense 332 545 (213 ) (39.1 %) Telephone and utilities 95 95 - 0.0 % Total $ 20,499 $ 83,023 $ (62,524 ) (75.3 %) For the six months ended For the three months ended October 31, 2022 October 31, 2021 $ Change Pct. Change October 31, 2023 October 31, 2022 $ Change Pct. Change Auto and travel $ 94 $ 1,235 (1,141 ) (92.4 %) $ - $ - $ - #DIV/0! General administrative and insurance 25,144 22,716 2,428 10.7 % 12,201 12,572 (371 ) (3.0 )% Management fees and payroll 15,000 144,000 (129,000 ) (89.6 %) 7,500 7,500 - 0.0 % Office and computer expense 838 1,295 (457 ) (35.3 %) 300 332 (32 ) (9.6 )% Telephone and utilities 189 331 (142 ) (42.9 %) 95 95 - 0.0 % Total $ 41,265 $ 169,577 $ (128,312 ) (75.7 %) $ 20,096 $ 20,499 $ (403 ) (2.0 )% $ - $ 94 $ (94 ) (100.0 )% 24,401 25,144 (743 ) (3.0 )% 15,000 15,000 - 0.0 % 836 838 (2 ) (0.2 )% 190 189 1 0.5 % $ 40,427 $ 41,265 $ (838 ) (2.0 )% generalmanagement and administrative expense decreased by $62,524,$403, for the three months ended October 31, 20222023 to $20,499$20,096 compared to $83,023$20,499 for the three months ended October 31, 2021. 2022.generalmanagement and administrative expense decreased $128,312by $838 for the six months ended October 31, 20222023 to $41,265$40,427 compared to $169,577$41,265 for the six months ended October 31, 2021.2022.Management fees decreased by $64,500 and $129,000 for the three- and six month periods ended October 31, 2022, respectively, as management fees were not accrued for the periods then ended.Page 20 of 24WORKING CAPITAL October 31, 2022 April 30, 2022 Current assets $ 160,745 $ 190,147 Current liabilities 34,678 40,532 Working capital $ 126,067 $ 149,615 Six months ended CASH FLOWS October 31, 2022 October 31, 2021 Cash flow used by operating activities $ (207,416 ) $ (193,188 ) Cash flow used by investing activities (12,000 ) (12,000 ) Cash flow provided by financing activities 180,000 - Net decrease in cash during period $ (39,416 ) $ (205,188 ) October 31, 2023 April 30, 2023 $ 72,589 $ 44,723 154,592 69,448 $ (82,003 ) $ (24,725 ) Six months ended October 31, 2023 October 31, 2022 $ (110,549 ) $ (207,416 ) (12,000 ) (12,000 ) 160,000 180,000 $ 37,451 $ (39,416 ) 2022,2023, the Company had cash on hand of $11,399.$70,956. Since inception, the sole source of financing has been sales of the Company’s debt and equity securities. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.Page 21 of 2420222023 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.20222023 which was filed with the SEC on July 29, 2022.September 14, 2023.2022,2023, the Company sold no common stock.2022,2023, neither the Company nor any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our common stock, the only class of the Company’s equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.DISCLOSURES.NonePage 22 of 2431.1Page 23 of 24SIGNATURESDate:14, 202211, 2023By:14, 2022By:2423 of 2425