STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
xQuarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the quarterly period ended October 31, 2016
¨Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934
For the transition period ________ to ________
COMMISSION FILE NUMBER000-52711
STAR GOLD CORP.
(Exact name of the registrant 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) | |
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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 such files). Yes [x] No [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “Accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ]
Smaller Reporting Company[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]
As ofDecember 10, 2016,there were54,836,627 shares of issuer’s common stock outstanding.
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EXPLANATORY NOTE
This amended Quarterly Report on Form 10-Q amends our 10-Q for the quarter ended October 31, 2016, as filed with the Commission on December 20, 2016 (the “Original 10-Q”), by including certain required materials formatted in Extensible Business Reporting Language (“XBRL”). These XBRL-formatted materials were inadvertently omitted from the Original 10-Q due to time constrains. No other information has been changed.
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
BALANCE SHEETS AT OCTOBER 31, 2016 AND APRIL 30, 2016
STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2016 AND 2015
STATEMENTS OF CASH FLOWS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2016 AND 2015
NOTES TO THE FINANCIAL STATEMENTS
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
ITEM 1A.
RISK FACTORS.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
ITEM 3.
DEFAULTS ON SENIOR SECURITIES
ITEM 4.
MINE SAFETY DISCLOSURES
ITEM 5.
OTHER INFORMATION
ITEM 6.
EXHIBITS
SIGNATURES
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ITEM 6.
Exhibit |
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Number | Description of Exhibits |
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3.1 | Articles of Incorporation.(1) |
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3.2 | Bylaws, as amended.(1) |
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4.1 | Form of Share Certificate.(1) |
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10.1 | Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1) |
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10.2 | Declaration of Trust executed by Guy R. Delorme.(1) |
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14.1 | Code of Ethics.(2) |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS(2) | XBRL Instance |
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101.SCH* | XBRL Taxonomy Extension Schema |
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101.CAL* | XBRL Taxonomy Extension Calculation |
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101.DEF* | XBRL Taxonomy Extension Definition |
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101.LAB* | XBRL Taxonomy Extension Labels |
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101.PRE* | XBRL Taxonomy Extension Presentation |
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(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. |
(*) | 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. |
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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.
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| STAR GOLD CORP. |
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Date: | March 7, 2017 | By: | /s/ David Segelov |
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| President |
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| (Principal Executive Officer) |
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Date: | March 7, 2017 |
| /s/Kelly J. Stopher |
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| By: | Kelly J. Stopher |
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| Chief Financial Officer and Secretary |
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| (Principal Financial Officer) |
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