10-Q/A

UNITED 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, 2012

¨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 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 of December 8, 2012 there were 23,756,156 shares of issuer’s common stock outstanding.

Purpose of this Amendment

The Company is filing this Amendment NO. 1 to its Quarterly Report on Form 10Q, originally filed December 17, 2012, solely for the purpose of correcting the interactive data provided in Exhibit 101.  The original filing contained interactive data for a prior reporting period.  No other information contained in the original filing is being amended.

ITEM 6.

EXHIBITS

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Bylaws, as amended.(1)
4.1	Form of Share Certificate.(1)
10.1	Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1)
10.2	Declaration of Trust executed by Guy R. Delorme.(1)
14.1	Code of Ethics. (2)
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.
101.INS(2)	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation
(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended.
(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 June 14, 2007.
(2)	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:	January 16, 2013	By:	/s/ David Segelov
			President
			(Principal Executive Officer )
Date:	January 16, 2013		/s/Kelly J. Stopher
		By:	Kelly J. Stopher
			Chief Financial Officer and Secretary
			(Principal Financial Officer)

EX-31

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, David Segelov, certify that:

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

Date: January 16, 2013

/s/ David Segelov

David Segelov

President

Exhibit 31.2

Certification of Chief Executive Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, Kelly J. Stopher, certify that:

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

Date: January 16, 2013

/s/ Kellly J. Stopher

Kelly J. Stopher

Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp., a Nevada corporation (the "Company") on Form 10-Q for the quarter ending October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Lindsay E. Gorrill, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

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

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

/s/ David Segelov

David Segelov

President

January 16, 2013

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the "Company") on Form 10-Q for the quarter ending October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kelly J. Stopher, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

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

/s/ Kelly J. Stopher

Kelly J. Stopher

Chief Financial Officer

January 16, 2013

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Debt

3 Months Ended

Oct. 31, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 6 - CONVERTIBLE DEBENTURES 

On or about February 17, 2012, the Company issued $900,000 in five percent (5%) convertible debentures which were due one (1) year after their original issue date and were convertible into 9,000,000 shares of the Company’s common stock at the conversion price of $.10 per share.  In connection with the issuance the Company issued common stock purchase warrants convertible into 9,000,000 shares of the Company’s common stock at the exercise price of $.15 per share.  The warrants expire one (1) year from their original issue date.

Management recognized a debt discount of $667,571 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	$0.60	$1.15
Exercise price	$0.15	$0.15
Expected life	1 year	1 year
Weighted average volatility	373.9%	376.2%
Risk-free rate	0.18%	0.18%

Management determined the embedded conversion feature in the debentures constituted a beneficial conversion feature, and recognized a debt discount of $87,029. In calculating the accounting conversion rate of the beneficial conversion feature, the intrinsic value exceeded the debt instrument itself.  Therefore, the amount of discount assigned to the feature was limited to the proceeds allocated to the convertible instrument.

$145,400 of related-party short term promissory notes (Note 5) were converted into the debentures. The Company has considered the impact of ASC 470-50 “Debt-Modifications and Extinguishments” on the  conversion of the related-party short term promissory notes and concluded that it constitutes a substantial modification and therefore should be accounted for as an extinguishment of debt.  During the year ended April 30, 2012, the Company recognized a loss on extinguishment of the short term promissory notes of $1,639,575 representing the difference between the fair value of the debt and warrants and the carrying value of the original notes.

As per Note 7, on April 30, 2012, the Company elected to convert all the debentures into common shares pursuant to the terms of the agreement.  Therefore, all remaining debt discount was recognized as an expense as of that date. 

On June 18, 2012, the Company closed on a private placement of its securities.  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 to 833,333 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%

On June 18, 2012, the Company elected to convert all the debentures into common shares pursuant to the terms of the agreement.  Therefore, all remaining debt discount was recognized as an expense as of that date. 

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Property, Plant, and Equipment

3 Months Ended

Oct. 31, 2012

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 4 – EQUIPMENT AND MINING INTERESTS

The following is a summary of the Company's equipment and mining interests at October 31, 2012 and April 30, 2012, respectively:

		October 31, 2012		April 30, 2012
Equipment		$	28,992	$	27,007
Less accumulated depreciation			(4,308)		(1,351)
	Equipment, net of accumulated depreciation		24,684		25,656
Mining interests			311,999		300,999
	Total	$	336,683	$	326,655

Excalibur Property

On April 11, 2008, the Company executed a property purchase agreement (the "Excalibur Agreement") with MinQuest, Inc. ("MinQuest") granting the Company the right to acquire 100% of the mining interests of the Nevada mineral exploration property known as the “Excalibur Property.”  The Excalibur Property is located in Mineral County, Nevada. On June 18, 2009 the Company entered into an amending agreement to add an additional 42 claims surrounding the original 8 claims, expanding the total claims to 50 claims held.

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 decided to move forward with the exploration of this property and drilling program.  The permitting was completed in June 2010 and the drilling program commenced the week of June 20, 2010.

The Excalibur Agreement includes cash payments totaling $100,000 over five years and the issuance of 200,000 stock options based on “fair market price” over the same five-year period.  The Company has agreed to work commitments of $275,000 over five years.  Following the fifth anniversary, if commitments have been met, the Company shall receive a quitclaim for 100% interest in the property in consideration of a 3% Net Smelter Return.   The Excalibur Property Option Agreement was amended on January 30, 2012 revising the payment date of the final required expenditure to August 31, 2012 and thereafter amended on August 31, 2012 extending the payment date of the final expenditure to October 31, 2012 .  The Excalibur Property Option Agreement was subsequently amended on September 7, 2012, revising the payment date on the final required expenditure to October 31, 2013.  The schedule of remaining annual payments, minimum expenditures and number of stock options to be issued pursuant to the Excalibur Property agreement is as follows:

		Required expenditure		Payment to optioner		Annual stock  option obligation
October 31, 2012		$	100,000		20,000		50,000
	Total	$	100,000	$	20,000		50,000

The Longstreet Property

On January 15, 2010, the Company signed an option agreement (the “Longstreet Agreement”) for the Sole Exclusive Rights to lease and obtain the option to acquire 60 unpatented mining claims totaling approximately 490 hectares known as the “Longstreet Property.”

The terms of the Longstreet Agreement included an initial cash payment of $20,000, issuance of 25,000 common shares and 25,000 stock options based on “fair market price” to MinQuest.  The Longstreet Agreement terms also include cash payments totaling $250,000 over seven years and the issuance of 175,000 common 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, if commitments have been met, the Company shall receive a quitclaim deed for a 100% interest in the property in consideration of a 3% Net Smelter Return. 

The Company recognized prepaid expense of $18,075 at October 31, 2012 in order to satisfy certain deposit requirements by contractors for which corresponding working which had not been completed by the balance sheet date. This will be applied to cumulative expenditure requirements for the year ending January 15, 2013.

The schedule of remaining annual payments, minimum expenditures 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, 2013	$	350,000	$	36,000	25,000	25,000
January 15, 2014		450,000		36,000	25,000	25,000
January 15, 2015		550,000		56,000	25,000	25,000
January 15, 2016		750,000		56,000	25,000	25,000
January 15, 2017		1,000,000		56,000	25,000	25,000
	$	3,100,000	$	240,000	125,000	125,000

The Jet Property

On July 7, 2010, the Company acquired, pursuant to the Jet Agreement, the right to earn a 100% mining interest in the Jet Property located in Nevada.  The Jet Agreement calls for the Company to invest a total of $110,000 (consisting of $40,000 in direct payments and $70,000 in expenditures towards development of the project) over the next seven years.  Under the Jet Agreement, MinQuest is also entitled to receive residual payments if and when the project enters into production. The Jet Property Option Agreement was amended on September 7, 2012 revising the payment date of the required expenditure to August 31, 2013 for one year only. The schedule of remaining annual payments and minimum expenditures pursuant to the Jet Agreement is as follows:

		Required expenditure		Payment to Optioner
July 7, 2013		$	-	$	5,000
August 31, 2013			20,000		-
July 7, 2014			10,000		5,000
July 7, 2015			10,000		5,000
July 7, 2016			10,000		5,000
July 7, 2017			10,000		5,000
	Total	$	60,000	$	30,000

The following is a summary of capitalized mineral interests as of October 31, 2012 and April 30, 2012, respectively:                                               

		October 31, 2012		April 30, 2012
Longstreet Property		$	120,499	$	114,499
Excalibur Property			176,500		176,500
Jet Property			15,000		10,000
	Total	$	311,999	$	300,999

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BALANCE SHEETS (USD $)	Oct. 31, 2012	Apr. 30, 2012
ASSETS
Cash	$ 27,120	$ 225,940
Prepaid expenses	28,527	133,554
TOTAL CURRENT ASSETS	55,647	359,494
EQUIPMENT AND MINING INTERESTS, net	336,683	326,655
RESTRICTED CASH	21,600	21,600
TOTAL ASSETS	413,930	707,749
Accounts payable	50,662	40,352
Other accrued expenses	162,381	9,500
Short-term note payable, related party	30,000
TOTAL CURRENT LIABILITIES	243,043	49,852
Common stock payable		1,016,526
TOTAL LIABILITIES	243,043	1,066,378
Common stock, $0.001 par value; 300,000,000 shares authorized, 23,756,156 and 12,018,333 shares issued and outstanding respectively	$ 23,756	$ 12,018
Additional paid-in capital	5,665,317	3,679,781
Accumulated deficit during exploration stage	(5,518,186)	(4,050,428)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	170,887	(358,629)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 413,930	$ 707,749

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Accounting Policies

3 Months Ended

Oct. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company’s management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three months and six months ended October 31, 2012, are not necessarily indicative of the results that may be expected for the full year ending April 30, 2013.

For further information, refer to the financial statements and footnotes thereto in the Company’s Annual Report on Form 10-K for the year ended April 30, 2012.

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.

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 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.

                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.

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, warrants, and other convertible securities.

The dilutive effect of convertible and outstanding securities as of October 31, 2012 and 2011, would be as follows:

		2012		2011
Stock options			2,532,000		730,000
Warrants			6,811,793		131,667
	Total possible dilution		9,343,793		891,667

At October 31, 2012 and 2011, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.

Reclassifications

Certain reclassifications have been made to the 2011 financial statements in order to conform to the 2012 presentation.  These reclassifications have no effect on net loss, total assets or accumulated deficit as restated.

Nature of Operations [Text Block]

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 properties in Nevada.

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $5,518,186 and net loss of $1,467,758 for the six months ended October 31, 2012, and as of that date the Company's current liabilities exceeded its current assets by $187,396. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its 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 or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

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Deferred Costs, Capitalized, Prepaid, and Other Assets

3 Months Ended

Oct. 31, 2012

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

NOTE 3 – PREPAID EXPENSES

The following is a summary of the Company’s prepaid expenses at October 31, 2012 and April 30, 2012:

		October 31, 2012		April 30, 2012
Exploration expense		$	18,075	$	92,424
Legal retainer			-		15,000
Directors and officers liability insurance			10,452		26,130
	Total	$	28,527	$	133,554

Exploration expense was prepaid at October 31, 2012 in order to satisfy certain deposit requirements by contractors for which corresponding work had not been completed by the balance sheet date.  Exploration expense at April 30, 2012 was prepaid in order to satisfy required expenditure obligations for the year ended January 15, 2012 for which the corresponding work could not be completed by that date.  The prepaid balance is being reduced as invoices are applied to ongoing drilling and exploration activities in the future which the Company expects to recognize as exploration expense during the remainder of its fiscal year ending April 30, 2013.

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STATEMENTS OF OPERATIONS (UNAUDITED) (USD $)	3 Months Ended		6 Months Ended		47 Months Ended	71 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012	Oct. 31, 2012
Revenues {1}
Mineral exploration expenses	$ 493,528	$ 56,252	$ 658,975	$ 102,059	$ 1,201,547
Legal and professional fees	41,103	53,898	94,565	78,086	445,181
Management and administrative	287,666	48,578	580,203	140,916	1,292,878
Depreciation	1,591		2,958		4,308
Directors fees	3,000		3,000		12,200
TOTAL OPERATING EXPENSES	826,888	158,728	1,339,701	321,061	2,956,114
LOSS FROM OPERATIONS	(826,888)	(158,728)	(1,339,701)	(321,061)	(2,956,114)
Loss on extinguishment of debt					(1,639,575)
Amortization of debt discount			119,821		(874,421)	874,421
Financing expense	(8,000)		(8,000)		(21,100)
Interest expense	(122)	(2,782)	(236)	(4,581)	(26,976)
OTHER INCOME (EXPENSE)	(8,122)	(2,782)	(128,057)	(4,581)	(2,562,072)
NET LOSS BEFORE INCOME TAXES	(835,010)	(161,510)	(1,467,758)	(325,642)	(5,518,186)
NET LOSS	$ (835,010)	$ (161,510)	$ (1,467,758)	$ (325,642)	$ (5,518,186)
Net loss per share-basic and diluted	$ (0.04)	$ (0.02)	$ (0.07)	$ (0.03)
Basic and diluted weighted average number of shares outstanding	21,827,491	10,505,562	21,827,491	10,505,562	21,827,491	21,827,491

XML

Document and Entity Information	3 Months Ended
	Oct. 31, 2012
Document and Entity Information
Entity Registrant Name	STAR GOLD CORP.
Document Type	10-Q
Document Period End Date	Oct. 31, 2012
Amendment Flag	false
Entity Central Index Key	0001401835
Current Fiscal Year End Date	--04-30
Entity Common Stock, Shares Outstanding	23,756,156
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

XML

STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $)	6 Months Ended		71 Months Ended
	Oct. 31, 2012	Oct. 31, 2011	Oct. 31, 2012
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$ (1,467,758)	$ (325,642)	$ 5,518,186
Common stock issued in lieu of cash for interest	146		146
Common stock issued in consideration of services		18,000	72,750
Stock based compensation and options	354,048	90,062	614,174
Amortization of debt discounts	119,821		874,421
Loss on extinguishment of debt			1,639,575
Depreciation	2,958		4,308
Prepaid expenses	105,027	(150,120)	(28,527)
Accounts payable	10,310	78,218	70,762
Other accrued expenses	152,880		199,356
Net cash used by operating activities	(722,568)	(289,482)	(2,071,221)
Payments related to mining interests	(11,000)	(5,000)	(187,000)
Purchase of equipment	(1,986)		(28,993)
Restricted cash as collateral for exploration bonds	(21,600)	(21,600)	(21,600)
Net cash used by investing activities	(12,986)	(26,600)	(237,593)
Proceeds from issuance of stock			601,500
Proceeds exercise of warrants	256,734		589,234
Proceeds from convertible debentures	2,500,000	274,051	969,600
Proceeds from short-term notes, related party	30,000	105,400	175,600
Net cash provided by financing activities	536,734	379,451	2,335,934
Net increase (decrease) in cash	(198,820)	63,369	27,120
CASH AT BEGINNING OF PERIOD	225,940	12,220
CASH AT END OF PERIOD	27,120	75,589	27,120
Options issued for mining interests			100,749
Common stock issued for mining interests			24,250
Short term notes, related party converted to debentures			145,400
Common stock issued for common stock payable	$ 1,010,710		$ 1,010,710
Accrued interest paid with common stock payable			22,276
Executive compensation paid with common stock		92,000	92,000
Debentures converted to common stock payable	$ 1,150,000		$ 1,150,000
Warrants issued with debentures	119,821		119,821

XML

Related Party Disclosures

3 Months Ended

Oct. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 5– RELATED PARTY TRANSACTIONS

On October 1, 2008, the Company leased office space for $1,000 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 President.  On September 1, 2011, the Company moved its offices to Coeur d’Alene, Idaho and continues to lease space from Marlin at the rate of $1,500 per month.  The Company believes this office space and facilities are sufficient to meet its present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us.  For the three months ended October 31, 2012 and 2011, $8,643 and $3,078, and for the six months ended October 31, 2012 and 2011, $17,227 and $7,466 was paid to this related entity inclusive of the Company’s pro-rata share of common expenses. 

During the years ended April 30, 2012 and 2011, the Company entered into a series of short term promissory notes, with the spouse of the Company’s then President (and current Chairman of the Board) Lindsay Gorrill, in the amount of $145,400.  The notes matured October 1, November 1, December 1, 2011 and January 1, 2012 and bore interest at 12% per annum and have subsequently been extended at the payor's option for an additional six months each.  Accrued interest of $5,816 was paid through issuance of 9,693 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of issuance and is included in “Common stock payable” on the Company’s balance sheet at April 30, 2012.  

On or about February 17, 2012, the balance of the short term promissory notes was subsequently converted into debentures as discussed in Note 6. 

On or about October 31, 2012, the Company entered into a short term promissory note with the spouse of the Company’s Chairman of the Board, Lindsay Gorrill, in the amount of $30,000.  The note matures December 31, 2012 and bears interest at 6% per annum.   

XML

Compensation Related Costs, Share Based Payments

3 Months Ended

Oct. 31, 2012

Disclosure Text Block Supplement [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 7 - COMMON STOCK PAYABLE

On April 30, 2012, the Company elected to convert all convertible debentures (Note 6) into 9,000,000 shares of the Company's common stock at the conversion price of $0.10 per share as per terms of the debenture agreement.  The Company also elected to convert $22,276 of accrued interest associated with the debentures to 27,434 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of conversion. On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable.  The Company also issued 27,434 shares of common stock for accrued interest on May 10, 2012 (Note 12).

As per terms of their respective employment agreements, the Company authorized the issuance of common stock to executives and management for accrued compensation through April 30, 2012 of $92,000 or 130,333 shares of common stock valued at $0.71 per share which is the average end of month closing price for the period in which compensation was earned.

On May 19, 2012, the Company paid accrued interest of $5,816 with common stock payable. 

NOTE 8 - REVERSE STOCK SPLIT

On or about November 30, 2011 the Company received written consents in lieu of a special meeting of the Board and of the Shareholders authorizing the Board to undertake a 1:6 reverse split of the Company's common shares.Pursuant to the reverse split, holders of Star Gold common stock, as of November 30, 2011 (the "Record Date"), received one (1) share of Star Gold common stock in exchange for every six (6) shares of Star Gold common stock held by the shareholder on the Record Date (the "Reverse Split").  The Company's shares immediately prior to the Reverse stock split totaled 63,710,000, which were adjusted to 10,618,333 shares as a result of the Reverse Stock Split.  The Reverse Stock Split became effective February 2, 2012 when the Financial Industry Regulatory Authority ("FINRA") approved the Reverse Stock Split. 

The Company's common stock began trading at its post Reverse Stock Split price at the beginning of trading on February 3, 2012.  Share, per share, and stock option amounts for all periods presented within this report for common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Stock Split.

NOTE 9 - WARRANTS

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

		Shares		Weighted Average Exercise Price	Expiration Date
Outstanding at April 30, 2011		131,667	$	1.75
	Issued	9,000,000		0.15	February 17, 2013
	Exercised	(1,350,000)		0.15
	Expired	(91,667)		(1.20)
Outstanding at April 30, 2012		7,690,000	$	0.16
	Issued	833,334		0.75	June 18, 2014
	Exercised	(1,711,541)		0.15
	Expired	-		-
Outstanding at October 31, 2012		6,811,793	$	0.24

NOTE 10 - STOCK OPTIONS

In consideration for mining interests on several properties (see Note 4), the Company is obligated to issue a total of 350,000 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 Company has estimated the fair value of these option grants using the Black-Scholes model for the year ended April 30, 2012 with the following assumptions:

Options issued	75,000
Weighted average volatility	373.8%
Expected dividends	-
Expected term (years)	3.00
Risk-free rate	2.5%

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 six months ended October 31, 2012		For the year ended            April 30, 2012
		Shares	Price (a)	Shares	Price (a)
Beginning balance outstanding		275,000	$0.36	200,000	$0.28
	Issued	-	-	75,000	0.56
	Expired	-	-	-	-
	Exercised	-	-	-	-
Ending balance outstanding		275,000	$0.36	275,000	$0.36

Future stock option obligations under the terms of property agreements detailed in Note 4 are as follows:

Fiscal year ending April 30,	Stock Options
2013		75,000
2014		25,000
2015		25,000
2016		25,000
2017		25,000
		175,000

As per the 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 for the three months and six months ended October 31, 2012, with the following range of assumptions:

Options issued	2,000
Weighted average volatility range	453.0% to 465.9%
Expected dividends	-
Expected term (years)	1.00
Risk-free rate	0.15% to 0.17%

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

		October 31, 2012
		Shares	Price
Beginning balance outstanding		-	-
	Issued	2,000	$0.45
	Expired or forfeited	-	-
	Exercised	-	-
Ending balance outstanding		2,000	$0.45

The fair value of the consultant options issued as of October 31, 2012 was $1,580.  Total charged against operations under the option grants for consulting services was $1,580 for the three and six months ended October 31, 2012.  These costs are classified under management and administrative expense.

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. 

On May 30, 2011 the Board of Directors authorized the grant of 326,667 options to purchase shares of common stock of the Company to various directors, officers and consultants.  On March 22, 2012, the Board of Directors authorized the grant of 236,667 options to purchase shares of the Company to various directors, officers and consultants.  

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 consultants.  The options have a strike price of $0.30 based on the closing price of the Company's common stock on the date of grant vesting over one year.

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

	May 30, 2011		March 22, 2012		June 18, 2012
Options issued		326,666		236,667		1,725,000
Weighted average volatility		276.1%		350.2%		302.2%
Expected dividends		-		-		-
Expected term (years)		3.1		3.1		3.1
Risk-free rate		3.07%		0.56%		0.41%

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

		Six months ended        October 31, 2012		Six months ended October 31,  2011
		Shares	Price (a)	Shares	Price (a)
Beginning balance outstanding (b)		530,000	$0.83	266,667	$1.80
	Granted	1,725,000	0.30	326,667	$0.90
	Expired or forfeited	-	-	(63,333)	($0.90)
	Exercised	-	-	-	-
Ending balance outstanding		2,255,000	$0.42	530,000	$1.35

                (a)           Weighted average exercise price per share.

                (b)           The options were granted to employees, management and consultants by the Board of Directors and had vesting                                      periods from immediate to three years.

The following table summarizes additional information about the Company's stock options outstanding as of October 31, 2012:

		Options Outstanding			Options Exercisable
Date of Grant		Shares	Price (a)	Life (b)	Shares	Price (a)
May 27, 2011		293,333	$0.90	8.83	220,000	$0.90
March 22, 2012		236,667	$0.78	9.65	78,905	$0.78
June 18, 2012		1,725,000	$0.30	9.89	862,500	$0.30
	Total options	2,255,000			1,161,405

The total value of the stock option awards is expensed ratably over the vesting period of the employees receiving the awards.  As of October 31, 2012, total unrecognized compensation cost related to stock-based options and awards is $466,732 and the related weighted average period over which it is expected to be recognized is approximately .80 years. There are 1,161,405 options vested under the Plan at October 31, 2012, and 1,093,595 unvested options as of the same date. 

The average remaining contractual term of the options both outstanding and exercisable at October 31, 2012 was 9.47 years.  No options were exercised during the three months and six months ended October 31, 2012. 

Total compensation charged against operations under the plan for employees and consultants was $159,084 and $23,198 for the three months ended October 31, 2012 and 2011, respectively and $352,469 and $90,062 for the six months then October 31, 2012 and 2011.  These costs are classified under management and administrative expense.

The aggregate intrinsic value of options exercisable at October 31, 2012, was $615,545 based on the Company's closing price of $0.53 per common share at October 31, 2012.  The Company's current policy is to issue new shares to satisfy option exercises. 

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

	Shares		Weighted Average Exercise Price	Expiration Date
Stock options issued in conjunction with mineral interest agreements	275,000	$	0.36	April 11, 2019 through April 11, 2022
Stock options issued pursuant to 2011 Stock Option Plan	2,255,000		0.43	May 30, 2021 through June 18, 2022
Stock options issued in lieu of cash for services	2,000		0.45
Outstanding at October 31, 2012	2,532,000	$	0.42

NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT)

On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable at April 30, 2012 as discussed in Note 7.  The Company also issued 27,434 shares of common stock for accrued interest as discussed in Note 7.

On May 16, 2012, an individual exercised 250,000 share purchase warrants at $0.15 per share.

On May 25, 2012, an individual exercised 200,000 share purchase warrants at $0.15 per share.

On June 1, 2012, the Company issued 130,333 shares of common stock to executives in satisfaction of employment agreements for accrued compensation through April 30, 2012.  These shares were value at $92,000 or $0.71 per share which is the average end of month closing price for the period in which compensation was earned.

On June 13, 2012, an individual exercised 30,000 share purchase warrants at $0.15 per share.

On June 18, 2012, a individual exercised 333,333 common stock purchase warrants at $0.15 per share.

On July 27, 2012, the Company issued 166,667 shares of common stock in satisfaction of common stock payable.    These shares were valued at $0.30 per share or $50,000 representing the conversion price per share at date of conversion.

On August 20, 2012, an individual exercised 50,000 share purchase warrants at $0.15 per share.

On August 22, 2012, common stock payable of $200,000 was paid through issuance of 666,667 shares of common stock at $0.30 per share which represented the conversion price of $0.30 per share and is included in "Common stock payable" on the Company's balance sheet at October 31, 2012.

On September 5, 2012, common stock payable of $5,816 was paid through issuance of 9,693 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of issuance and is included in “Common stock payable” on the Company’s balance sheet at October 31, 2012.

On September 5, 2012, common stock payable of $45,000 was paid through issuance of 300,000 shares of common stock at $0.15 per share and is included in “Common stock payable” on the Company’s balance sheet at October 31, 2012.

On October 12, 2012, individuals exercised 120,000 share purchase warrants at $0.15 per share.

On October 29, 2012, an individual exercised 261,543 share purchase warrants at $0.15 per share.

XML

Organization, Consolidation and Presentation of Financial Statements

3 Months Ended

Oct. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

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 properties in Nevada.

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $5,518,186 and net loss of $1,467,758 for the six months ended October 31, 2012, and as of that date the Company's current liabilities exceeded its current assets by $187,396. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its 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 or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.

XML

Equity

3 Months Ended

Oct. 31, 2012

Disclosure Text Block Supplement [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

NOTE 7 - COMMON STOCK PAYABLE

On April 30, 2012, the Company elected to convert all convertible debentures (Note 6) into 9,000,000 shares of the Company's common stock at the conversion price of $0.10 per share as per terms of the debenture agreement.  The Company also elected to convert $22,276 of accrued interest associated with the debentures to 27,434 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of conversion. On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable.  The Company also issued 27,434 shares of common stock for accrued interest on May 10, 2012 (Note 12).

As per terms of their respective employment agreements, the Company authorized the issuance of common stock to executives and management for accrued compensation through April 30, 2012 of $92,000 or 130,333 shares of common stock valued at $0.71 per share which is the average end of month closing price for the period in which compensation was earned.

On May 19, 2012, the Company paid accrued interest of $5,816 with common stock payable. 

NOTE 8 - REVERSE STOCK SPLIT

On or about November 30, 2011 the Company received written consents in lieu of a special meeting of the Board and of the Shareholders authorizing the Board to undertake a 1:6 reverse split of the Company's common shares.Pursuant to the reverse split, holders of Star Gold common stock, as of November 30, 2011 (the "Record Date"), received one (1) share of Star Gold common stock in exchange for every six (6) shares of Star Gold common stock held by the shareholder on the Record Date (the "Reverse Split").  The Company's shares immediately prior to the Reverse stock split totaled 63,710,000, which were adjusted to 10,618,333 shares as a result of the Reverse Stock Split.  The Reverse Stock Split became effective February 2, 2012 when the Financial Industry Regulatory Authority ("FINRA") approved the Reverse Stock Split. 

The Company's common stock began trading at its post Reverse Stock Split price at the beginning of trading on February 3, 2012.  Share, per share, and stock option amounts for all periods presented within this report for common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Stock Split.

NOTE 9 - WARRANTS

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

		Shares		Weighted Average Exercise Price	Expiration Date
Outstanding at April 30, 2011		131,667	$	1.75
	Issued	9,000,000		0.15	February 17, 2013
	Exercised	(1,350,000)		0.15
	Expired	(91,667)		(1.20)
Outstanding at April 30, 2012		7,690,000	$	0.16
	Issued	833,334		0.75	June 18, 2014
	Exercised	(1,711,541)		0.15
	Expired	-		-
Outstanding at October 31, 2012		6,811,793	$	0.24

NOTE 10 - STOCK OPTIONS

In consideration for mining interests on several properties (see Note 4), the Company is obligated to issue a total of 350,000 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 Company has estimated the fair value of these option grants using the Black-Scholes model for the year ended April 30, 2012 with the following assumptions:

Options issued	75,000
Weighted average volatility	373.8%
Expected dividends	-
Expected term (years)	3.00
Risk-free rate	2.5%

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 six months ended October 31, 2012		For the year ended            April 30, 2012
		Shares	Price (a)	Shares	Price (a)
Beginning balance outstanding		275,000	$0.36	200,000	$0.28
	Issued	-	-	75,000	0.56
	Expired	-	-	-	-
	Exercised	-	-	-	-
Ending balance outstanding		275,000	$0.36	275,000	$0.36

Future stock option obligations under the terms of property agreements detailed in Note 4 are as follows:

Fiscal year ending April 30,	Stock Options
2013		75,000
2014		25,000
2015		25,000
2016		25,000
2017		25,000
		175,000

As per the 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 for the three months and six months ended October 31, 2012, with the following range of assumptions:

Options issued	2,000
Weighted average volatility range	453.0% to 465.9%
Expected dividends	-
Expected term (years)	1.00
Risk-free rate	0.15% to 0.17%

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

		October 31, 2012
		Shares	Price
Beginning balance outstanding		-	-
	Issued	2,000	$0.45
	Expired or forfeited	-	-
	Exercised	-	-
Ending balance outstanding		2,000	$0.45

The fair value of the consultant options issued as of October 31, 2012 was $1,580.  Total charged against operations under the option grants for consulting services was $1,580 for the three and six months ended October 31, 2012.  These costs are classified under management and administrative expense.

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. 

On May 30, 2011 the Board of Directors authorized the grant of 326,667 options to purchase shares of common stock of the Company to various directors, officers and consultants.  On March 22, 2012, the Board of Directors authorized the grant of 236,667 options to purchase shares of the Company to various directors, officers and consultants.  

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 consultants.  The options have a strike price of $0.30 based on the closing price of the Company's common stock on the date of grant vesting over one year.

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

	May 30, 2011		March 22, 2012		June 18, 2012
Options issued		326,666		236,667		1,725,000
Weighted average volatility		276.1%		350.2%		302.2%
Expected dividends		-		-		-
Expected term (years)		3.1		3.1		3.1
Risk-free rate		3.07%		0.56%		0.41%

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

		Six months ended        October 31, 2012		Six months ended October 31,  2011
		Shares	Price (a)	Shares	Price (a)
Beginning balance outstanding (b)		530,000	$0.83	266,667	$1.80
	Granted	1,725,000	0.30	326,667	$0.90
	Expired or forfeited	-	-	(63,333)	($0.90)
	Exercised	-	-	-	-
Ending balance outstanding		2,255,000	$0.42	530,000	$1.35

                (a)           Weighted average exercise price per share.

                (b)           The options were granted to employees, management and consultants by the Board of Directors and had vesting                                      periods from immediate to three years.

The following table summarizes additional information about the Company's stock options outstanding as of October 31, 2012:

		Options Outstanding			Options Exercisable
Date of Grant		Shares	Price (a)	Life (b)	Shares	Price (a)
May 27, 2011		293,333	$0.90	8.83	220,000	$0.90
March 22, 2012		236,667	$0.78	9.65	78,905	$0.78
June 18, 2012		1,725,000	$0.30	9.89	862,500	$0.30
	Total options	2,255,000			1,161,405

The total value of the stock option awards is expensed ratably over the vesting period of the employees receiving the awards.  As of October 31, 2012, total unrecognized compensation cost related to stock-based options and awards is $466,732 and the related weighted average period over which it is expected to be recognized is approximately .80 years. There are 1,161,405 options vested under the Plan at October 31, 2012, and 1,093,595 unvested options as of the same date. 

The average remaining contractual term of the options both outstanding and exercisable at October 31, 2012 was 9.47 years.  No options were exercised during the three months and six months ended October 31, 2012. 

Total compensation charged against operations under the plan for employees and consultants was $159,084 and $23,198 for the three months ended October 31, 2012 and 2011, respectively and $352,469 and $90,062 for the six months then October 31, 2012 and 2011.  These costs are classified under management and administrative expense.

The aggregate intrinsic value of options exercisable at October 31, 2012, was $615,545 based on the Company's closing price of $0.53 per common share at October 31, 2012.  The Company's current policy is to issue new shares to satisfy option exercises. 

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

	Shares		Weighted Average Exercise Price	Expiration Date
Stock options issued in conjunction with mineral interest agreements	275,000	$	0.36	April 11, 2019 through April 11, 2022
Stock options issued pursuant to 2011 Stock Option Plan	2,255,000		0.43	May 30, 2021 through June 18, 2022
Stock options issued in lieu of cash for services	2,000		0.45
Outstanding at October 31, 2012	2,532,000	$	0.42

NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT)

On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable at April 30, 2012 as discussed in Note 7.  The Company also issued 27,434 shares of common stock for accrued interest as discussed in Note 7.

On May 16, 2012, an individual exercised 250,000 share purchase warrants at $0.15 per share.

On May 25, 2012, an individual exercised 200,000 share purchase warrants at $0.15 per share.

On June 1, 2012, the Company issued 130,333 shares of common stock to executives in satisfaction of employment agreements for accrued compensation through April 30, 2012.  These shares were value at $92,000 or $0.71 per share which is the average end of month closing price for the period in which compensation was earned.

On June 13, 2012, an individual exercised 30,000 share purchase warrants at $0.15 per share.

On June 18, 2012, a individual exercised 333,333 common stock purchase warrants at $0.15 per share.

On July 27, 2012, the Company issued 166,667 shares of common stock in satisfaction of common stock payable.    These shares were valued at $0.30 per share or $50,000 representing the conversion price per share at date of conversion.

On August 20, 2012, an individual exercised 50,000 share purchase warrants at $0.15 per share.

On August 22, 2012, common stock payable of $200,000 was paid through issuance of 666,667 shares of common stock at $0.30 per share which represented the conversion price of $0.30 per share and is included in "Common stock payable" on the Company's balance sheet at October 31, 2012.

On September 5, 2012, common stock payable of $5,816 was paid through issuance of 9,693 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of issuance and is included in “Common stock payable” on the Company’s balance sheet at October 31, 2012.

On September 5, 2012, common stock payable of $45,000 was paid through issuance of 300,000 shares of common stock at $0.15 per share and is included in “Common stock payable” on the Company’s balance sheet at October 31, 2012.

On October 12, 2012, individuals exercised 120,000 share purchase warrants at $0.15 per share.

On October 29, 2012, an individual exercised 261,543 share purchase warrants at $0.15 per share.

CORRESP

Star Gold Corp.

611 E. Sherman Avenue

Coeur d’Alene, ID  83814

208-664-5066

January 22, 2013

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

John Reynolds, Assistant Director

Division of Corporation Finance

Shaz Nazzi

Pam Howell

Ref:

Star Gold Corp.

Comment Letter dated January 16, 2013

File No. 000-52711

Dear Sir:

This letter is in response to your comment letter (the “Comment Letter”) dated January 16, 2013 with regard to the Form 10-Q of Star Gold Corp., a Nevada corporation (“Star Gold” or the “Company”).  The Company is filing a  Form 10-K-A pursuant to this comment letter.

The Company responses are keyed to the items in your comment letter of January 16, 2013.

1.

The interactive data provided in Exhibit 101 has been updated to reflect the fiscal quarter ended October 31, 2012.  

The Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosures in the filing:

·

Securities and Exchange Commission (“SEC” or “Commission”) staff comments or changes to disclosure in response to SEC staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert SEC staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your consideration.  We appreciate the opportunity to respond in a complete manner.

Best regards,

/s// Kelly J. Stopher

Kelly J. Stopher

Chief Financial Officer

Star Gold Corp.