10-Q/A

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 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 10, 2016, there were 54,836,627 shares of issuer’s common stock outstanding.

Page 1 of 5

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.

Page 2 of 5

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

Page 3 of 5

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 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.

Page 4 of 5

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:	March 7, 2017	By:	/s/ David Segelov
			President
			(Principal Executive Officer)
Date:	March 7, 2017		/s/Kelly J. Stopher
		By:	Kelly J. Stopher
			Chief Financial Officer and Secretary
			(Principal Financial Officer)

Page 5 of 5

EX-31

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF

THE SARBANES-OXLY ACT OF 2002

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

I, David Segelov, certify that:

1.	I have reviewed this amended quarterly report on Form 10-Q/A 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 registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) of the registrant, and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation and
	(d)	Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5.	The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: December 15, 2016

/s/ David Segelov 

David Segelov

President

 Exhibit 31.2 Certification of Chief Financial Officer

Pursuant to Section 302 of Sarbanes-Oxley Act

I, Kelly J. Stopher, certify that:

1.	I have reviewed this amended quarterly report on Form 10-Q/A 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: March 7, 2017

/s/ KELLY J. STOPHER

Kelly J. Stopher

Chief Financial Officer

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Star Gold Corp. a Nevada corporation (the "Company") on Form 10-Q for the period ending October 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David Segelov, 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

March 7, 2017

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Document and Entity Information - shares	6 Months Ended
	Oct. 31, 2016	Dec. 10, 2016
Document And Entity Information
Entity Registrant Name	Star Gold Corp.
Entity Central Index Key	0001401835
Document Type	10-Q
Document Period End Date	Oct. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--04-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		54,836,726
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2017

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Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2016	Apr. 30, 2016
CURRENT ASSETS:
Cash	$ 338,232	$ 1,785
Prepaid expenses	13,587	8,767
TOTAL CURRENT ASSETS	351,819	10,552
EQUIPMENT AND MINING INTEREST, net (NOTE 3)	335,349	326,050
RESTRICTED CASH	21,600	21,600
TOTAL ASSETS	708,768	358,202
CURRENT LIABILITIES:
Accounts payable	26,794	53,742
Other accrued liabilities	31,250	12,381
Notes payable, related party (NOTE 4)	0	15,000
TOTAL CURRENT LIABILITIES	58,044	$ 81,123
LONG TERM LIABILITIES:
Deposits on stock subscriptions		18,000
TOTAL LONG TERM LIABILITIES		$ 18,000
TOTAL LIABILITIES	58,044	$ 99,123
COMMITMENTS AND CONTINGENCIES (NOTE 3)
STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding
Common Stock, $.001 par value; 300,000,000 shares authorized; 54,836,726 and 40,836,726 shares issued and outstanding, respectively	54,837	$ 40,837
Additional paid-in capital	10,348,528	9,535,751
Accumulated deficit	(9,752,641)	(9,317,509)
TOTAL STOCKHOLDERS' EQUITY	650,724	259,079
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 708,768	$ 358,202

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Balance Sheets (Parenthetical) - shares	Oct. 31, 2016	Apr. 30, 2016
Statement of Financial Position [Abstract]
Preferred Stock, $.001 par value, authorized	10,000,000	10,000,000
Preferred Stock, $.001 par value, issued and outstanding	0	0
Common Stock, $.001 par value, authorized	300,000,000	300,000,000
Common Stock, $.001 par value, issued and outstanding	54,836,726	40,836,726

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2016	Oct. 31, 2015	Oct. 31, 2016	Oct. 31, 2015
OPERATING EXPENSE
Mineral exploration expense	$ 43,669	$ 86,231	$ 144,466	$ 199,686
Legal and professional fees	20,737	11,480	49,511	33,214
Management and administrative	209,244	21,268	236,079	47,428
Depreciation	1,351	1,351	2,701	2,700
TOTAL OPERATING EXPENSES	275,001	120,330	432,757	283,028
LOSS FROM OPERATIONS	(275,001)	(120,330)	(432,757)	(283,028)
OTHER INCOME (EXPENSE)
Interest income (expense)	(565)	(359)	(2,375)	(2,680)
TOTAL OTHER INCOME (EXPENSE)	(565)	(359)	(2,375)	(2,680)
NET LOSS BEFORE INCOME TAXES	(275,566)	(120,689)	(435,132)	(285,708)
Provision for income tax	0	0	0
NET INCOME	$ (275,566)	$ (120,689)	$ (435,132)	$ (285,708)
Basic and diluted loss per share	$ (0.01)	$ 0	$ (0.01)	$ (0.01)
Basic and diluted weighted average number shares outstanding	43,728,030	37,333,291	42,282,378	36,964,509

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Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Oct. 31, 2016	Oct. 31, 2015
Statement of Cash Flows [Abstract]
CASH FLOWS FROM OPERATING ACTIVITIES:	$ (318,553)	$ (214,600)
Net loss	(435,132)	(285,708)
Adjustments to reconcile net loss to cash used by operating activities
Stock based compensation	126,777	488
Depreciation	2,701	2,700
Changes in operating assets and liabilities:
Prepaid expenses	(4,820)	60,063
Accounts payable	(26,948)	24,428
Other accrued liabilities	18,869	(16,571)
Net cash used by operating activities	(318,553)	(214,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for mining interest	(12,000)	(12,000)
Net cash used by investing activities	(12,000)	(12,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable, related party	70,000	40,000
Repayment of notes payable, related party	85,000	129,579
Proceeds from sale of common stock and warrants	682,000	424,100
Net cash provided by financing activities	667,000	334,521
Net increase in cash and cash equivalents	336,447	107,921
CASH AT BEGINNING OF PERIOD	1,785	5,358
CASH AT END OF PERIOD	338,232	113,289
NON-CASH FINANCING AND INVESTING ACTIVITYACACTIVITIES:
Reduction of note payable, related party by vendor refund		$ 12,337

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Nature of Operations

6 Months Ended

Oct. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

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 main business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, 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.

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Significant Accounting Policies

6 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. The accompanying 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, the financial statements 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 our 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 six-month period ended October 31, 2016 are not necessarily indicative of the results that may be expected for the full year ending April 30, 2017.  All amounts presented are in U.S. dollars.  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, 2016.

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of October 31, 2016, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 9,752,641, and at October 31, 2016, the Company's working capital was $ 293,775 . Achievement of the Company's objectives will be dependent upon 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, obtaining additional financing from investors, and/or lenders, and attaining commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. In the event the Company is unable to fulfill the annual exploration expenditures as specified in the Property Option Agreement (Note 3), the Company will default on the agreement(s) and surrender its right to future claims on the respective property.

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 constitutes cash held as collateral for the faithful performance of bonds securing exploration permits.

Financial Instruments

The Company's financial instruments include cash and cash equivalents and reclamation bonds. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2016.

Fair Value Measures

The Financial Accounting Standards Board Accounting Standards Codification Topic 820 "Fair Value Measurements" ("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.

At October 31, 2016 and April 30, 2016, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

Mining Interests and Mineral Exploration Expenditures

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

Equipment

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

Reclamation and Remediation

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

Impaired Asset Policy

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

Stock-based Compensation

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

Loss Per Share

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

The outstanding securities at October 31, 2016 and 2015, that could have a dilutive effect are as follows:

	October 31, 2016		October 31, 2015
Stock options		5,185,000		3,058,667
Warrants		19,855,400		5,855,400
TOTAL POSSIBLE DILUTION		25,040,400		8,914,067

For the three and six month periods ended October 31, 2016 and 2015, respectively, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.

Income Taxes

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

New Accounting Pronouncement

In August 2014, the FASB issued ASU No. 2014-15—Presentation of Financial Statements—Going Concern. The guidance requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern, the guidance requires disclosure in the financial statements. The guidance will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early application is permitted.  The Company has concluded that adoption of the standard would have minimal impact on the Company’s financial statements as such disclosure is already included the financial statements.

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Equipment and Mining Interest

6 Months Ended

Oct. 31, 2016

Property, Plant and Equipment [Abstract]

Equipment and Mining Interest

NOTE 3 – EQUIPMENT AND MINING INTEREST

The following is a summary of the Company's equipment and mining interest at October 31,2016 and April 30, 2015.

	October 31, 2016		April 30, 2016
Equipment	$	27,007	$	27,007
Less accumulated depreciation		(25,657)		(22,956)
Equipment, net of accumulated depreciation		1,350		4,051
Mining interest - Longstreet		333,999		321,999
TOTAL EQUIPMENT AND MINING INTEREST	$	335,349	$	326,050

The Longstreet Property

The Company leases with an option to acquire unpatented mining claims located in the State of Nevada and known as the Longstreet Property. On December 10, 2014, the Longstreet Property Option Agreement was amended revising the required expenditures and annual stock option obligation. The Company is also obligated to pay an annual owners advance royalty payment of $12,000 related to the Clifford claims.

On January 5, 2016, the Longstreet Property Option Agreement was further amended revising the required expenditures and annual stock option obligation. All allowable expenditures in excess of the required annual expenditures shall be carried-over to the subsequent year.

For the year ended April 30, 2016, the Company made an annual required payment to the optioner of $20,000 which is included in “Equipment and Mining Interest”. The Company issued options to purchase 25,000 shares of common stock with fair value of $1,500 (Note 6).

For the six months ended October 31, 2016, the Company paid the annual $12,000 advance royalty for additional mining interest on the Longstreet property related to the Clifford claims.

The schedule of annual payments, minimum expenditures and number of stock options to be issued pursuant to the amended Longstreet Property Option Agreement of January 5, 2016, is as follows:

Required annual expenditure between:	Required Expenditure		Cash payment(1)		Stock options
January 17, 2016 through January 16, 2017	$	150,000	$	25,000		25,000
January 17, 2017 through January 16, 2018		300,000		35,000		40,000
January 17, 2018 through January 16, 2019		500,000		40,000		45,000
January 17, 2019 through January 16, 2020		700,000		45,000		50,000
Payment due upon transfer but no later than January 16, 2021		-		85,000		-
TOTAL	$	1,650,000	$	230,000		160,000

⁽¹⁾ Does not include $12,000 annual advance royalty payment related to Clifford claims.

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Related Party Transactions

6 Months Ended

Oct. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 4 – RELATED PARTY TRANSACTIONS

On March 16, April 10 and April 14, 2015, the Company entered into short term promissory notes with the Company’s Chairman of the Board of Directors in the aggregate amount of $101,916. The notes matured on December 31, 2015 and bore interest at 8% per annum with bi-monthly payments of $450 commencing on August 1, 2015. The notes and accrued interest were paid in full during the year ended April 30, 2016.

On March 20, 2016, the Company entered into short term promissory note with the Company’s Chairman of the Board of Directors in the amount of $15,000. The Note originally had a maturity date of December 31, 2016. The full amount of principal and all accrued interest were paid in full on August 23, 2016.

On May 4, 2016, the Company entered into short term promissory note with the Company’s Chairman of the Board of Directors in the amount of $70,000. The Note originally had a maturity date of December 31, 2016. The full amount of principal and all accrued interest were paid in full on August 23, 2016.

For the three months ended October 31, 2016 and 2015, interest expense on the short term promissory notes in aggregate was $1,656 and $2,113 respectively. For the six months ended October 31, 2016 and 2015, interest expense on the short term promissory notes in aggregate was $2,093 and $2,320, respectively.

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Common Stock

6 Months Ended

Oct. 31, 2016

Equity [Abstract]

Common Stock

NOTE 5– COMMON STOCK

On October 12, 2015, the Company completed a private placement of its securities wherein it raised a total of $424,100 (the “2015 Offering”).  The 2015 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.10.  Pursuant to the Offering, the Company issued 4,241,000 shares of its common stock and warrants to purchase an additional 4,241,000 shares of its common stock.  Warrants issued pursuant to the Offering entitle the holders thereof to purchase shares of common stock for the price of $0.20 per share.  The term of each warrant is for five years commencing with its issuance date.

On October 12, 2016, the Company issued 14,000,000 shares of its common stock and warrants to purchase an additional 14,000,000 shares of its common stock to 24 investors pursuant to a private placement of its securities (the “2016 Offering”). The 2016 Offering consisted of the sale of “units” of the Company’s securities at the per unit price of $0.05. Warrants issued pursuant to the 2016 Offering entitled the holders thereof to purchase shares of common stock for the price of $0.15 per share. The term of each warrant is for five years commencing with its issuance date. The Company closed the 2016 Offering and having raised a total of $700,000 ($18,000 in fiscal year ended April 30, 2016 and $682,000 in six months ended October 31, 2016).

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Stock Options

6 Months Ended

Oct. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Options

NOTE 6 - STOCK OPTIONS

Options issued for mining interest

In consideration for mining interests (see Note 3), the Company is 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.

The following is a summary of the Company’s options issued and outstanding in conjunction with certain mining interest agreements on properties for the three and six months ended October 31, 2016 and October 31, 2015, respectively:

	For the three and six months ended October 31, 2016				For the three and six months ended October 31, 2015
		Options	Price (a)		Options		Price (a)
Beginning balance		375,000	$	0.32		350,000	$	0.34
Issued		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Ending balance		375,000	$	-		350,000	$	0.34

^(a) Weighted average exercise price.

Options issued for consulting services

As per an agreement fully executed on October 3, 2012, in consideration for consulting and advisory services rendered, the Company was 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 stock options had a term of 1 year. The consultant options vested on the first day of the following month of service and were exercisable for a period of six months following the termination of the agreement. The Company estimated the fair value of these option grants using the Black-Scholes model with the following information and range of assumptions:

	For the six months ended
	October 31, 2016		October 31, 2015
Options issued		3,000		6,000
Weighted average exercise price	$	0.06	$	0.10
Weighted average volatility		440.2% to 452.3%		244.4% to 307.6%
Weighted average life remaining		0.46		0.46
Risk free rate		0.48% to 0.54%		0.25% to 0.28%.

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

	For the three months ended October 31,
	2016				2015
		Options	Price (a)		Options		Price (a)
Beginning balance		12,000	$	0.08		12,000	$	0.16
Issued		-		-		3,000		0.07
Exercised		-		-		-		-
Rescinded/expired		(12,000)		(0.08)		(3,000)		(0.25)
Ending balance		-	$	-		12,000	$	0.11

(a) Weighted average exercise price.

	For the six months ended October 31,
	2016				2015
		Options	Price (a)		Options		Price (a)
Beginning balance		12,000	$	0.16		12,000	$	0.34
Issued		3,000		0.06		6,000		0.09
Exercised		-		-		-		-
Rescinded/expired		(15,000)		(0.10)		(6,000)		(0.24)
Ending balance		-	$	-		12,000	$	0.11

^(a) Weighted average exercise price.

Total charged against operations under the option grants for consulting services was $Nil and $195, for the three months ended October 31, 2016 and 2015, respectively. Total charged against operations under the option grants for consulting services was $215 and $488, for the six months ended October 31, 2016 and 2015, respectively. These costs are classified as management and administrative expense.

Effective August 1, 2016, the consulting agreement was terminated and all outstanding options issued for consulting services were rescinded by mutual consent of the parties.

Options issued under the 2011 Stock Option/Restricted Plan

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

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

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

On October 18, 2016, the Company rescinded 2,696,667 fully vested options previously granted under the Stock Option plan with a weighted average exercise price of $0.37. The Company re-issued the options and an additional 2,116,333 options to purchase shares of the Company’s common stock, or a total of 4,813,000 options, with an exercise price of $0.06 per share. The options vested immediately and have a term of 5 years. The difference between the fair value of the options rescinded and the options granted was treated as a re-pricing event and the Company recognized stock-based compensation in the amount of $126,562 for the three and six months ended October 31, 2016.

The Company estimated the fair value of these option grants using the Black-Scholes model with the following information and range of assumptions:

	For the six months ended October 31,
	2016		2015
Options re-priced/issued		4,810,000		N/A
Expected volatility		329.9%		N/A
Expected term		5 years		N/A
Risk free rate		1.24%		N/A

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

	For the three and six months ended October 31,
	2016				2015
		Options	Price (a)		Options		Price (a)
Beginning balance		2,696,667	$	0.37		2,696,667	$	0.37
Issued		4,810,000		0.06		-		-
Exercised		-		-		-		-
Expired/Repriced		(2,696,667)		( 0.37 )		-		-
Ending balance		4,810,000	$	0.06		2,696,667	$	0.37

^(a) Weighted average exercise price.

The following table summarizes additional information about the options under the Company’s Stock Option Plan as of October 31, 2016:

	Options outstanding and exercisable
Date of Grant	Number	Price (a)	Remaining term  (b)
October 18, 2016	4,810,000	0.06	4.97
Total options	4,810,000	$0.06	4.97

(a) Weighted average exercise price per shares

(b) Weighted average remaining contractual term in years.

The total value of the Plan stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of October 31, 2016, there was no unrecognized compensation cost related to stock-based options and awards.

Summary:

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

	Expiration Date	Options	Weighted Average Exercise Price
Options issued for mining interests	April 22, 2019 through January 15, 2025	375,000	$	0.32
Options issued under Stock Option Plan	October 18, 2021	4,810,000		0.06
Outstanding at October 31, 2016		5,185,000	$	$0.08
Total vested stock options		5,185,000

The aggregate intrinsic value of all options vested and exercisable at October 31, 2016, was $203,370 based on the Company's closing price of $0.102 per common share at October 31, 2016. The Company's current policy is to issue new shares to satisfy option exercises.

NOTE 7 - WARRANTS

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

	Warrants		Weighted Average Exercise Price
Balance outstanding at April 30, 2015		1,614,400	$	0.23
Issued – October 12, 2015		4,241,000		0.20
Balance outstanding at April 30, 2016		5,855,400	$	0.21
Issued – October 12, 2016		14,000,000		0.15
Balance outstanding at October 31, 2016		19,855,400	$	0.17

The composition of the Company’s warrants outstanding at October 31, 2016, is as follows:

Issue Date	Expiration Date	Warrants	Exercise Price
July 29, 2014	July 29, 2019	1,614,400	$	0.23
October 12, 2015	October 12, 2020	4,241,000		0.20
October 12, 2016	October 12, 2021	14,000,000		0.15
		19,855,400	$	0.17

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Significant Accounting Policies (Policies)

6 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. The accompanying 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, the financial statements 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 our 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 six-month period ended October 31, 2016 are not necessarily indicative of the results that may be expected for the full year ending April 30, 2017.  All amounts presented are in U.S. dollars.  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, 2016.

Going Concern

Going Concern

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of October 31, 2016, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets and statements of operations, the Company has an accumulated deficit of $ 9,752,641, and at October 31, 2016, the Company's working capital was $ 293,775 . Achievement of the Company's objectives will be dependent upon 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, obtaining additional financing from investors, and/or lenders, and attaining commercial production. However, there is no assurance that the Company will be able to achieve these objectives, therefore substantial doubt about its ability to continue as a going concern exists. The financial statements do not include adjustments relating to the recoverability of recorded assets nor the implications of associated bankruptcy costs should the Company be unable to continue as a going concern. In the event the Company is unable to fulfill the annual exploration expenditures as specified in the Property Option Agreement (Note 3), the Company will default on the agreement(s) and surrender its right to future claims on the respective property.

Use of Estimates

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

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

Restricted cash constitutes cash held as collateral for the faithful performance of bonds securing exploration permits.

Financial Instruments

Financial Instruments

The Company's financial instruments include cash and cash equivalents and reclamation bonds. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at October 31, 2016.

Fair Value Measures

Fair Value Measures

The Financial Accounting Standards Board Accounting Standards Codification Topic 820 "Fair Value Measurements" ("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.

At October 31, 2016 and April 30, 2016, the Company had no assets or liabilities accounted for at fair value on a recurring basis.

Mining Interests and Mineral Exploration Expenditures

Mining Interests and Mineral Exploration Expenditures

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

Equipment

Equipment

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

Reclamation and Remediation

Reclamation and Remediation

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

Impaired Asset Policy

Impaired Asset Policy

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

Stock-based Compensation

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 of Directors. The value of shares 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

Loss Per Share

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

The outstanding securities at October 31, 2016 and 2015, that could have a dilutive effect are as follows:

	October 31, 2016		October 31, 2015
Stock options		5,185,000		3,058,667
Warrants		19,855,400		5,855,400
TOTAL POSSIBLE DILUTION		25,040,400		8,914,067

For the three and six month periods ended October 31, 2016 and 2015, respectively, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.

Income Taxes

Income Taxes

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

New Accounting Pronouncement

New Accounting Pronouncement

In August 2014, the FASB issued ASU No. 2014-15—Presentation of Financial Statements—Going Concern. The guidance requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). If conditions or events exist that raise substantial doubt about an entity’s ability to continue as a going concern, the guidance requires disclosure in the financial statements. The guidance will be effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter.  Early application is permitted.  The Company has concluded that adoption of the standard would have minimal impact on the Company’s financial statements as such disclosure is already included the financial statements.

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Significant Accounting Policies (Tables)

6 Months Ended

Oct. 31, 2016

Accounting Policies [Abstract]

Outstanding Securities

	October 31, 2016		October 31, 2015
Stock options		5,185,000		3,058,667
Warrants		19,855,400		5,855,400
TOTAL POSSIBLE DILUTION		25,040,400		8,914,067

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Equipment and Mining Interest (Tables)

6 Months Ended

Oct. 31, 2016

Property, Plant and Equipment [Abstract]

Equipment

	October 31, 2016		April 30, 2016
Equipment	$	27,007	$	27,007
Less accumulated depreciation		(25,657)		(22,956)
Equipment, net of accumulated depreciation		1,350		4,051
Mining interest - Longstreet		333,999		321,999
TOTAL EQUIPMENT AND MINING INTEREST	$	335,349	$	326,050

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Equipment and Mining Interest - Equipment (Details) - USD ($)	Oct. 31, 2016	Apr. 30, 2016
Property, Plant and Equipment [Abstract]
Equipment	$ 27,007	$ 27,007
Less accumulated depreciation	(25,657)	(22,956)
Equipment, net of accumulated depreciation	1,350	4,051
Mining interest - Longstreet	333,999	321,999
TOTAL EQUIPMENT AND MINING INTEREST	$ 335,349	$ 326,050