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 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

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

 For the Fiscal Year Ended April 30, 2023

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

 For the Transition Period from _____ to _____

 Commission File Number 000-52711

 (Exact name of small business issuer as specified in its charter)

 Nevada

 27-0348508

 (State or other jurisdiction of incorporation or organization)

 (IRS Employer Identification No.)

 1875 N. Lakeview Drive, Suite 303
 Coeur d ' Alene, Idaho
 (Address of principal executive office)

 83814
 (Postal Code)

 ( 208) 664-5066

 (Issuer's telephone number)

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

 None

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

 Common Stock, $0.001 par value

 Indicate by check mark if the registrant is a well-known seasoned issued, as defined in Rule 405 of the Securities Act:

 Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:

 Yes No

 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 No

 Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post filed). Yes No

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

 Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "Accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one):

 Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company

 Emerging Growth Company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The Company had $Nil in operating revenue during the year.

 The aggregate market value of the Common Stock held by non-affiliates (as affiliates are defined in Rule 12b-2 of the Exchange Act) of the registrant, computed by reference to the average of the high and low sale price on October 31, 2022 was $ 596,699.

 As of September 14, 2023 there were 97,290,810 shares of registrant's common stock, $0.01 par value, issued and outstanding.

 This Form 10-K/A is amended hereby solely for the purposes of responding to comments issued to us by the Securities and Exchange Commission on January 22,2024. No financial related information has been changed. This Form 10-K/A should be read in conjunction with our response letter filed on EDGAR concurrently with our filing of this Form 10-K/A.

 ANNUAL REPORT ON FORM 10-K

 FOR THE YEAR ENDED April 30, 2023

 CAUTIONARY NOTE REGARDING FORWARD LOOKING FINANCIAL STATEMENTS

 ITEM 1.-

 BUSINESS

 ITEM 1A. -

 RISK FACTORS

 ITEM 1B. -

 UNRESOLVED STAFF COMMENTS

 ITEM 2. -

 PROPERTIES

 ITEM 3. -

 LEGAL PROCEEDINGS

 ITEM 4. -

 MINE SAFETY DISCLOSURES

 ITEM 5. -

 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. -

 SELECTED FINANCIAL DATA

 ITEM 7. -

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. -

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. -

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. -

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. -

 CONTROLS AND PROCEDURES

 ITEM 9B. -

 OTHER INFORMATION

 ITEM 10. -

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. -

 EXECUTIVE COMPENSATION

 ITEM 12. -

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. -

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. -

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. -

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SIGNATURES

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

 Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as "believes", "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates", or "intends", or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

 Risks related to the Company's properties being in the exploration stage;

 Risks related to the mineral operations being subject to government regulation;

 Risks related to the Company's ability to obtain additional capital to develop the Company's resources, if any;

 Risks related to mineral exploration and development activities;

 Risks related to mineral estimates;

 Risks related to the Company's insurance coverage for operating risks;

 Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;

 Risks related to the competitive industry of mineral exploration;

 Risks related to the title and rights in the Company's mineral properties;

 Risks related to the possible dilution of the Company's common stock from additional financing activities;

 Risks related to potential conflicts of interest with the Company's management;

 Risks related to the Company's shares of common stock;

 This list is not exhaustive of the factors that may affect the Company's forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled "Risk Factors and Uncertainties", "Description of Business" and "Management's Discussion and Analysis" of this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the "SEC"), particularly the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 As used in this Annual Report, the terms "we," "us," "our," "Star Gold," and the "Company" mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

 Management's Discussion and Analysis is intended to be read in conjunction with the Company's financial statements and the integral notes ("Notes") thereto for the fiscal year ending April 30, 2023. The following statements may be forward-looking in nature and actual results may differ materially.

 ITEM 1.

 BUSINESS.

 Corporate Background

 The Company was originally incorporated on December 8, 2006, under the laws of the State of Nevada as Elan Development, Inc. On April 25, 2008, the name of the Company was changed to Star Gold Corp. Star Gold Corp. is an exploration stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals.

 Star Gold Corp. originally leased with an option to acquire certain unpatented mining claims located in the State of Nevada which in part make up what we refer to as the "Longstreet Property" (or the "Longstreet Project"). The Longstreet Property in its entirety comprises 142 mineral claims: 75 original optioned claims, of which 70 are unpatented staked claims and five claims leased from local ranchers, pursuant to the "Clifford Lease"; as well as 50 claims subsequently staked by Star Gold. The Longstreet Property covers a total area of approximately 2,500 acres (1,012 ha). The Longstreet Project is at an intermediate stage of exploration.

 The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Because minerals are traded in the open market, the Company has little to no control over the competitive conditions in the industry.

 Overview of Mineral Exploration and Current Operations

 Star Gold Corp. is an exploration stage mineral company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. The Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest, that can be acquired, in the mineral rights on open lands of the federally owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management. The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.

 The Company will perform basic geological work to identify specific drill targets on the properties, and then collect subsurface samples by drilling to confirm the presence of mineralization (the presence of economic minerals in a specific area or geological formation). The Company may enter joint venture agreements with other companies to fund further exploration and/or development work. It is the Company's plan to focus on assembling a high-quality group of mid-stage mineral (primarily gold and silver) exploration prospects, using the experience and contacts of the management group. By such prospects, the Company means properties that have been previously identified by third parties, (including prior owners and/or exploration companies), as mineral prospects with potential for economic mineralization. Often these properties have been sampled, mapped and sometimes drilled, usually with indefinite results. Accordingly, such acquired projects will have either prior exploration history or will have strong similarity to a recognized geologic ore deposit model. Geographic emphasis will be placed on the western United States.

 The geologic potential and ore deposit models have been defined and specific drill targets identified on the Longstreet Property. The Company's property evaluation process involves using basic geologic fieldwork to perform an initial evaluation of a property. If the evaluation is positive, the Company seeks to acquire, either by staking unpatented mining claims on open public domain, or by leasing the property from the owner of private property or the owner of unpatented claims. Once acquired, the Company then typically makes a more detailed evaluation of the property. This detailed evaluation involves expenditures for exploration work which may include rock and soil sampling, geologic mapping, geophysics, trenching, drilling or other means to determine if economic mineralization is present on a property.

 The Company owns 137 claims and leases 5 Claims from Clifford. The Company shall pay a 3% Net Smelter Royalty ("NSR") within thirty (30) days following the end of the calendar quarter under which the Company receives Net Smelter Returns. To date, the Company has not received Net Smelter Returns. Third parties to which NSR payments would be made are as follows:

 Property name

 Longstreet

 Third parties

 Great Basin Resources, Inc. and Clifford

 Number of claims

 142 (1)(2)(3)(4)

 Acres (approx.)

 2,500

 Agreements/Royalties

 Royalties

 3% Net Smelter Royalty ("NSR")

 Annual advance royalty payment

 $12,000

 (1)

 Great Basin Resources, Inc. ("Great Basin") took assignment from MinQuest, Inc., of the 142 total claims controlled by the Company (Note 4 of the financial statements) of which 137 are owned by the Company and 5 of which are owned by (also Note 4) and leased to and managed by the Company.

 (2)

 On August 12, 2019, the Company and Great Basin Resources, Inc. ("Great Basin") agreed to amend the Longstreet Agreement (Note 4) to eliminate the required property expenditure structure and to implement new consideration for the transfer of the Property pursuant to that agreement (the "2019 Amendment"). The Amendment eliminated the remainder of the required property expenditures set forth in the Longstreet Agreement, as amended.

 (3)

 On September 10, 2020, the Company accelerated the payment to Great Basin Resources, Inc. in consideration of a recorded quit claim deed on the Longstreet property claims. The Company owns 137 claims (exclusive of 5 Clifford claims) and has no required spend other than annual claims filing fees.

 (4)

 The Company shall pay Clifford a 2% net smelter royalty on net smelter returns which is inclusive of the overall 3% net smelter royalty for the properties.

 Compliance with Government Regulations

 Continuing to acquire and explore mineral properties in the State of Nevada will require the Company to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.

 United States

 Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Company's U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.

 Land Ownership and Mining Rights.

 On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.

 Mining Operations

 The exploration of mining properties and development and operation of mines is governed by both federal and state laws.

 The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).

 Environmental Law

 The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Company's operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Company's proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the exploration stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time.

 Competition

 Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties and for equipment and labor related to exploration and development of mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact Star Gold Corp.'s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.

 The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.

 Office and Other Facilities

 Star Gold Corp. currently maintains its administrative offices at 1875 N. Lakeview Drive, Suite 303 Coeur d'Alene, ID 83814. The telephone number is (208) 664-5066. Star Gold Corp. does not currently own title to any real property.

 Employees

 The Company has no employees as of the date of this Annual Report on Form 10-K. Star Gold Corp. conducts business largely through independent contractor agreements with consultants.

 Research and Development Expenditures

 The Company has not incurred any research expenditures since incorporation.

 Reports to Security Holders

 The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov

 ITEM 1A.

 RISK FACTORS.

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

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

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

 Risks Related to the Company

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

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

 During the fiscal year ended April 30, 2023, the Company had a net loss of $424,840 in connection with the maintenance and exploration of its mineral properties and the operation of the exploration business. The Company therefore expects to continue to incur significant losses into the foreseeable future. The Company recognizes that if it is unable to generate significant revenues from mining operations and dispositions of its properties, the Company will not be able to earn profits or continue operations. At this early stage of operations, the Company expects to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the development stage of their business. The Company cannot ensure it will be successful in addressing these risks and uncertainties and the failure to do so could have a materially adverse effect on its financial condition. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful and the Company can provide investors no assurance that we will generate any operating revenue or ever achieve profitable operations.

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

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

 Should the Company issue additional shares to finance its business activities, investors' interests in the Company may be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. As of the date of the filing of this report there are outstanding 2,000,000 Common Share purchase warrants exercisable into 2,000,000 shares of common stock, 3,435,000options granted that are exercisable into 3,435,000 shares of common stock, and $462,500 of promissory notes convertible to 19,562,370 shares of common stock. If these are exercised or converted, these would represent approximately 20.4% of the Company's then issued and outstanding shares. If all the warrants and options are exercised and the underlying shares issued, such issuance would cause a reduction in the proportionate ownership and voting power of all other stockholders. The dilution may result in a decline in the market price of the Company's shares.

 Conflicts of interest

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

 Dependence on Key Management Personnel

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

 Failure to obtain additional financing

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

 Company Directors and Officers own 29,368,668 shares of the Company ' s outstanding common stock (30.2%) w hich may cause corporate decisions influenced by the Directors and Officers to appear to be inconsistent with the interests of other stockholders.

 Company directors and/or officers as a group control a combined 30.2% of the issued and outstanding shares of the Company's common stock. Accordingly, while none of the current directors and/or officers (individually or collectively) can control, as shareholders, who is elected to the Board of Directors, since these individuals are not simply passive investors but are also active members of Company management, their interests as directors and/or officers and shareholders may, at times, be adverse to those interests of merely passive investors. Where those conflicts exist, stockholders will be dependent upon management exercising their fiduciary duties as members of the Board of Directors and/or as an officer. Also, due to their stock ownership position, members of the Company's management team will have: (i) the ability to substantially influence the outcome of many (if not most) corporate actions requiring stockholder approval, including amendments to the Company's Articles of Incorporation; and (ii) the ability to substantially influence corporate combinations or similar transactions that might benefit minority stockholders which may not be supported by management to the detriment of smaller and/or passive investors.

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

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

 The Company has no proven reserves.

 We have no proven reserves at any of our properties. We only have measured, indicated, and inferred, along with assay samples at the Longstreet Property.

 Information concerning our mining properties in this Annual Report on Form 10-K has been prepared in accordance with the requirements of subpart 1300 of Regulation SK, which first became applicable to us for the fiscal year ended April 30, 2022. These requirements differ significantly from the previously applicable disclosure requirements of SEC Industry Guide 7. Among other differences, subpart 1300 of Regulation S-K requires us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal year both in the aggregate and for each of our individually material mining properties. You are cautioned that mineral resources do not have demonstrated economic value. Mineral resources are subject to further exploration and development, are subject to additional risks, and no assurance can feasibility. Investors are cautioned not to assume that any part or all of the Inferred Resource exists or is economically or legally mineable. See Item 1A, Risk Factors."

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

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

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

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

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

 Governmental regulation and environmental risks

 The Company's business is subject to extensive federal, state and local laws and regulations governing mining exploration, development, production, labor standards, occupational health, waste disposal, use of toxic substances, environmental regulations, mine safety and other matters. New legislation and regulations may be adopted at any time that results in additional operating expense, capital expenditures or restrictions and delays in the exploration, mining, production or development of its properties.

 Permitting and Studies

 The Company is subject to governmental requirements related to permitting and preparation of various studies related to the impact of mining projects on the flora, fauna, the environment and physical areas in and around the area proposed to be mined. There are no guarantees that any studies, the Company is required to prepare, will be favorable to the Company's intent to mine any project it develops, nor are there any guarantees that the Company will receive all, or any, of the permits needed for it to mine any project it develops.

 Internal control, fraud detection and financial reporting

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

 Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"), the Company is required to perform an evaluation of the effectiveness of its internal controls over financial reporting. The Company is not required to have an independent registered public accounting firm test and evaluate the design and operating effectiveness of such internal controls and publicly attest to such evaluation. Continuing compliance with the requirements of Section 404 is expected to be expensive and time-consuming. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company's operating results or cause the Company to fail to meet its reporting obligations.

 Risks Associated with the Company ' s common stock

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

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

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

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

 a)

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

 b)

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

 c)

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

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

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

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

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

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

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

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS.

 None

 ITEM 2.

 PROPERTIES.

 The Company headquarters are located at 1875 N. Lakeview Drive, Suite 303, Coeur d'Alene, Idaho, 83814. The Company believes this office space and facilities are sufficient to meet the Company's present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company.

 The Company currently does not own any real property.

 The Company is an exploration stage company with no proven or probable mineral reserves. There is no assurance that a commercially viable mineral deposit exists at the Longstreet Property. Further exploration will be required before any final determination as to the economic or legal feasibility may be made as to the Company's property.

 THE LONGSTREET PROPERTY

 In January of 2010 Star Gold signed an agreement (the "Longstreet Agreement") to lease with an option to acquire from MinQuest, Inc. ("MinQuest"), 60 unpatented mining claims totaling approximately 490 hectares. The Company completed its first phase of drilling in 2011. On July 9, 2010, the Company and MinQuest entered into an amended agreement to add an additional 10 claims and expanded the total to 70 unpatented claims. In addition, Star Gold agreed to reimburse MinQuest for 5 claims leased from a third party, Roy Clifford. The Longstreet Property comprises 142 mineral claims (75 original optioned claims, of which 70 are unpatented staked claims and five claims acquired from local ranchers (Roy Clifford et al)), as well as 50 claims subsequently staked by Star Gold, covering a total area of approximately 2,500 acres (1,012 ha) (Figure 6-1). The claims are located within Sections 9-17, 20, and 21 of T6N, R47E, MDB&M (Mount Diablo Base Line & Meridian), Nye County. The geographic coordinates of the central part of the property are approximately 38 degrees 22'0" N. Latitude and 116 degrees 40'00" W Longitude. The entire 142 claims (the 5 claims covered by the Clifford Lease are not subject to the Longstreet Agreement) comprise the Longstreet Property.

 On July 25, 2017, MinQuest assigned, conveyed and transferred to Great Basin Resources, Inc. ("Great Basin") all of the rights, title and interest of Minquest in and to the Longstreet Property and the Longstreet Agreement.

 On September 10, 2020, Great Basin Resources, Inc. recorded a quit claim deed transferring title to the Longstreet Property claims to Star Gold Corp.

 On March 18, 2022, Great Basin Resources, Inc. recorded an amended quitclaim deed and assignment correcting the mineral claims previously transferred and memorializing the assignment of the Clifford leases.

 Of the 50 claims staked by Star Gold, 38 are adjacent to the eastern boundary of the property and were staked with the objective of providing a site for potential leach pads planned for future development of the Main Zone (the "Leach Pad Claims"). The remaining 12 claims staked by Star Gold lie along a corridor leading from the main Longstreet property to the Leach Pad Claims.

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

 BLM Listed

 NMC

 Area

 Claim Name

 Owner

 (Acres)

 Date Located

 Renewal date

 Morning Star

 96719

 7/1/1957

 Longstreet 11

 164002

 6/14/1980

 Longstreet 12

 164003

 6/14/1980

 Longstreet 14

 164005

 6/14/1980

 Longstreet 15

 164006

 6/14/1980

 Longstreet 1A

 799562

 Longstreet 2A

 799563

 Longstreet 3A

 799564

 Longstreet 6A

 799565

 Longstreet 7A

 799566

 Longstreet 8A

 799567

 Longstreet 9A

 799568

 Longstreet 16A

 799569

 Longstreet 13

 799570

 Longstreet 32

 799571

 Longstreet 34

 799572

 Longstreet 4A

 836168

 Longstreet 5A

 836169

 Longstreet 8

 836170

 Longstreet 10

 836171

 Longstreet 10A

 836172

 Longstreet 28

 836173

 Longstreet 30

 836174

 Longstreet 36

 836175

 Longstreet 37

 836176

 Longstreet 39

 836177

 Longstreet 41

 836178

 Longstreet 43

 836179

 Longstreet 45

 836180

 Longstreet 47

 836181

 BLM Listed

 NMC

 Area

 Claim Name

 Owner

 (Acres)

 Date Located

 Renewal date

 Longstreet 49

 836182

 Longstreet 101

 836183

 Longstreet 102

 836184

 Longstreet 103

 836185

 Longstreet 104

 836186

 Longstreet 105

 836187

 Longstreet 106

 836188

 Longstreet 107

 836189

 Longstreet 108

 836190

 Longstreet 12

 843867

 Longstreet 14

 843868

 Longstreet 16

 843869

 Longstreet 18

 843870

 Longstreet 20

 843871

 Longstreet 26

 843872

 Longstreet 42

 843873

 Longstreet 44

 843874

 Longstreet 46

 843875

 Longstreet 48

 843876

 Longstreet 50

 843877

 Longstreet 40

 851568

 Longstreet 118

 851569

 Longstreet 119

 851570

 Longstreet 120

 851571

 Longstreet 121

 851572

 Longstreet 122

 851573

 Longstreet 123

 851574

 Longstreet 124

 851575

 Longstreet 109

 855021

 Longstreet 110

 855022

 Longstreet 111

 855023

 Longstreet 112

 855024

 Longstreet 113

 855025

 Longstreet 114

 855026

 Longstreet 115

 855027

 Longstreet 56

 1025831

 Longstreet 57

 1025832

 Longstreet 58

 1025833

 Longstreet 59

 1025834

 Longstreet 60

 1025835

 Longstreet 61

 1025836

 Longstreet 62

 1025837

 Longstreet 63

 1025838

 Longstreet 64

 1025839

 BLM Listed

 NMC

 Area

 Claim Name

 Owner

 (Acres)

 Date Located

 Renewal date

 Longstreet 65

 1025840

 Longstreet 200

 1073640

 Longstreet 201

 1073641

 Longstreet 202

 1073642

 Longstreet 203

 1073643

 Longstreet 204

 1073644

 Longstreet 205

 1073645

 Longstreet 206

 1073646

 Longstreet 207

 1073647

 Longstreet 208

 1073648

 Longstreet 209

 1073649

 Longstreet 210

 1073650

 Longstreet 211

 1073651

 Longstreet 212

 1073652

 Longstreet 213

 1073653

 Longstreet 214

 1073654

 Longstreet 215

 1073655

 Longstreet 216

 1073656

 Longstreet 217

 1073657

 Longstreet 218

 1073658

 Longstreet 219

 1073659

 Longstreet 220

 1073660

 Longstreet 210

 1073661

 Longstreet 220

 1073662

 Longstreet 223

 1073663

 Longstreet 224

 1073664

 Longstreet 225

 1073665

 Longstreet 226

 1073666

 Longstreet 227

 1073667

 Longstreet 228

 1073668

 Longstreet 229

 1073669

 Longstreet 230

 1073670

 Longstreet 231

 1073671

 Longstreet 232

 1073672

 Longstreet 233

 1073673

 Longstreet 234

 1073674

 Longstreet 235

 1073675

 Longstreet 236

 1073676

 Longstreet 237

 1073677

 Longstreet 66

 1080730

 Longstreet 238

 1080731

 Longstreet 239

 1080732

 Longstreet 240

 1080733

 Longstreet 241

 1080734

 BLM Listed

 NMC

 Area

 Claim Name

 Owner

 (Acres)

 Date Located

 Renewal date

 Longstreet 242

 1080735

 Longstreet 243

 1080736

 Longstreet 244

 1080737

 Longstreet 245

 1080738

 Longstreet 246

 1080739

 Longstreet 247

 1080740

 Longstreet 248

 1080741

 Longstreet 301

 1116062

 10/21/2015

 Longstreet 302

 1116063

 10/21/2015

 Longstreet 303

 1116064

 10/21/2015

 Longstreet 304

 1116065

 10/22/2015

 Longstreet 305

 1116066

 10/23/2015

 Longstreet 306

 1116067

 10/23/2015

 Longstreet 307

 1116068

 10/24/2015

 Longstreet 308

 1116069

 10/25/2015

 Longstreet 309

 1116070

 10/26/2015

 Longstreet 310

 1116071

 10/26/2015

 Longstreet 311

 1116072

 10/26/2015

 Longstreet 312

 1116073

 10/27/2015

 Longstreet 313

 1116074

 Longstreet 314

 1116075

 Longstreet 315

 1116076

 Longstreet 316

 1116077

 Longstreet 317

 1116078

 2,840

 Star Gold must make annual claim filing fees ($165.00 per claim in 2020) with the Bureau of Land Management (BLM), and Nevada/Nye County claim filing fees of $12.00 per claim plus $12.00 for filing with the Nye County office at Tonopah, NV. The fiscal year ended April 30, 2023 annual claim payments totaled $25,146.

 Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. ("Great Basin"), as amended, which was originally entered into by the Company on or about January 15, 2010 (the "Longstreet Agreement"), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company's common stock.

 On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of 18 months (the "Consulting Agreement"). Under the Consulting Agreement, the Company agreed to pay Great Basin $7,500 per month for the term of the Consulting Agreement.

 On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $22,500 lump sum payment and three subsequent monthly payments of $7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company.

 The August 24, 2020 Amendment also grants the Company the option, to be exercised no later than six (6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one-half of Great Basin's 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $1,750,000.

 In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims.

 The first vein mapping program ever done at Longstreet was completed in October 2002. This work disclosed that gold-bearing veins at Main, as well as 6 other targets in the project area are steeply dipping. Most of the previous drilling was vertical. This indicates high potential to increase continuity, tonnage and grade of the resource. Surface geochemical sampling of veins from all the currently defined targets found gold values up to 18.1 g/t. The property contains strong potential for both open pit heap-leachable and high-grade millable ore.. Comparison to this and other historic or producing mines is strictly informational relative to location and similar geologic characteristics.

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

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

 Historic Drilling Summary

 Date

 Company

 Number of Holes

 Total Footage

 1980

 Keradamex

 NA

 1982-1983

 Minerva

 -

 UG Sampling, no drilling

 1984-1997

 Naneco

 Approx. 500

 NA, RC and air track

 1987

 Cyprus

 3,000

 2002-2005

 R.E.M.

 11,000

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

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

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

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

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

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

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

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

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

 The Longstreet Project is affiliated with a paleo-hot springs system in a caldera associated volcanic setting. Star Gold hopes to develop an open pit, bulk minable, heap leachable gold/silver mine at Longstreet.

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

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

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

 From

 To

 Interval

 TRUE

 Gold

 Silver

 TRUE

 Gold

 Silver

 Au Equiv.

 Hole No.

 (feet)

 (feet)

 (feet)

 Width

 (oz./ton)

 (oz./ton)

 Width (m)

 (g/t)

 (g/t)

 (oz./ton)

 LS-1301

 0.008

 0.274

 1.5

 0.263

 9.4

 0.012

 0.016

 0.058

 3.0

 0.535

 2.0

 0.017

 0.009

 0.141

 7.6

 0.300

 4.8

 0.011

 LS-1302

 0.015

 0.894

 11.0

 0.516

 30.6

 0.030

 85.5

 0.009

 0.482

 26.1

 0.307

 16.5

 0.017

 58.5

 0.012

 0.444

 17.8

 0.396

 15.2

 0.019

 LS-1303

 0.003

 0.935

 7.6

 0.098

 32.0

 0.018

 0.009

 0.105

 1.5

 0.292

 3.6

 0.010

 0.007

 0.201

 1.5

 0.238

 6.9

 0.010

 0.006

 0.374

 13.7

 0.191

 12.8

 0.012

 0.004

 0.326

 13.7

 0.148

 11.2

 0.010

 LS-1304

 0.004

 0.388

 4.6

 0.130

 13.3

 0.010

 0.008

 0.384

 7.6

 0.258

 13.1

 0.014

 0.065

 0.467

 7.6

 2.218

 16.0

 0.073

 LS-1305

 0.007

 0.184

 4.6

 0.226

 6.3

 0.010

 0.009

 0.306

 30.5

 0.305

 10.5

 0.014

 0.006

 0.291

 3.0

 0.220

 10.0

 0.011

 LS-1306

 0.004

 0.523

 1.5

 0.120

 17.9

 0.012

 0.003

 0.521

 27.4

 0.095

 17.9

 0.011

 LS-1307

 0.007

 0.783

 7.6

 0.236

 26.8

 0.020

 LS-1308

 0.009

 0.146

 1.5

 0.314

 5.0

 0.012

 0.003

 0.444

 3.0

 0.101

 15.2

 0.010

 0.003

 0.833

 18.3

 0.104

 28.5

 0.017

 LS-1309

 0.015

 0.304

 3.0

 0.509

 10.4

 0.020

 0.022

 0.678

 68.6

 0.750

 23.2

 0.033

 0.005

 0.492

 3.0

 0.169

 16.9

 0.013

 LS-1310

 0.010

 0.349

 6.1

 0.342

 12.0

 0.016

 LS-1311

 0.004

 0.471

 9.1

 0.140

 16.1

 0.012

 0.010

 0.798

 19.8

 0.351

 27.3

 0.024

 0.002

 0.581

 3.0

 0.070

 19.9

 0.012

 LS-1312

 0.010

 0.091

 4.6

 0.343

 3.1

 0.012

 0.005

 0.321

 1.5

 0.172

 11.0

 0.010

 0.012

 1.056

 32.0

 0.423

 36.2

 0.030

 0.006

 0.494

 27.4

 0.191

 16.9

 0.014

 LS-1313

 0.009

 0.288

 4.6

 0.308

 9.9

 0.014

 0.019

 0.735

 16.8

 0.641

 25.2

 0.031

 0.004

 0.720

 3.0

 0.138

 24.7

 0.016

 0.038

 0.810

 12.2

 1.300

 27.7

 0.051

 0.013

 0.277

 1.5

 0.439

 9.5

 0.017

 LS-1314

 0.017

 0.787

 19.8

 0.572

 27.0

 0.030

 0.004

 1.424

 29.0

 0.134

 48.8

 0.028

 0.003

 0.423

 7.6

 0.102

 14.5

 0.010

 LS-1315

 0.005

 0.318

 4.6

 0.176

 10.9

 0.010

 0.012

 0.520

 1.5

 0.406

 17.8

 0.021

 0.003

 0.742

 1.5

 0.093

 25.4

 0.015

 0.002

 1.323

 1.5

 0.056

 45.3

 0.024

 0.003

 0.689

 1.5

 0.092

 23.6

 0.014

 LS-1316

 0.014

 0.215

 9.1

 0.482

 7.4

 0.018

 0.010

 0.254

 3.0

 0.334

 8.7

 0.014

 0.012

 0.239

 1.5

 0.408

 8.2

 0.016

 0.019

 0.596

 12.2

 0.651

 20.4

 0.029

 LS-1317

 0.004

 0.493

 1.5

 0.153

 16.9

 0.013

 0.003

 0.432

 1.5

 0.096

 14.8

 0.010

 LS-1318

 0.009

 0.450

 4.6

 0.323

 15.4

 0.017

 0.005

 0.281

 15.2

 0.186

 9.6

 0.010

 LS-1319

 0.015

 0.190

 6.1

 0.503

 6.5

 0.018

 0.032

 10.340

 9.1

 1.087

 354.1

 0.204

 including

 0.166

 54.312

 1.5

 5.690

 1,860.0

 1.071

 LS-1320

 Hole abandoned at 100 feet. No +0.01 Au Equiv. results

 Note: Au Equiv. calculation uses Au/Ag ratio of 60/1

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

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

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

 Mineral deposits in this part of the Basin and Range Province are varied and widespread and some of them have (had) substantial metal production..

 The oxidized ore is described as a closely spaced set of steeply dipping veins and veinlets following northwest-trending faults and associated joints over broad areas. Significant gold mineralization is not found in northeast-trending faults and fractures. The vein/veinlet system contains quartz, adularia, limonite (oxidized from pyrite), manganese oxide and associated native free gold. Flat veins are similar to the steep veins in character and mineral content, but with more brecciation of the wall rocks. Gold contents also appear to be higher in the flat veins. The adularia in the ore related veins is dated at 25.9 to 26.6 Ma. (Henry, Castor and Elson, 1996).

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

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

 Metallurgy: 2013 Metallurgical Test Program

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

 Section Sample Assays

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

.1 Gold Head Assays and Head Grade Comparisons

 Longstreet Composites

 SMC, g/mt

 UMC, g/mt

 BMC, g/mt

 Determination

 Au

 Ag

 Au

 Ag

 Au

 Ag

 Direct Assay, Init.

 0.21

 0.7

 0.57

 Direct Assay, Dup.

 0.67

 0.82

 0.66

 Direct Assay, Trip.

 0.37

 1.09

 0.77

 Average

 0.42

 0.87

 0.67

 Std. Deviation

 0.23

 0.2

 0.1

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

 Bottle Roll Testing

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

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

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

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

 Summary results from bottle roll testing are as follows:

 2 Bottle Roll Test Results, 2013

 Table 1. - Summary Metallurgical Results, Bottle Roll Tests, Longstreet Mine Composites

 NaCN

 Au

 gAu/mt ore

 Ag

 gAg/mt ore

 Reagent Requirements

 Feed

 Conc.

 Recovery,

 Calculated

 Head

 Recovery,

 Calculated

 Head

 kg/mt ore

 Composite

 Size

 g/L

 %

 Extracted

 Tail

 Head

 Assay

 %

 Extracted

 Tail

 Head

 Assay

 NaCN Cons.

 Lime Added

 SMC

 80%-1.7mm

 80.6

 0.25

 0.06

 0.31

 0.42

 0.08

 2.1

 UMC

 80%-1.7mm

 81.9

 0.68

 0.15

 0.83

 0.87

 18.9

 0.13

 3.4

 BMC

 100%-50mm

 62.9

 0.44

 0.26

 0.7

 0.67

 3.6

 0.07

 1.3

 BMC

 80%-19mm

 67.1

 0.51

 0.25

 0.76

 0.67

 12.8

 0.07

 2.1

 BMC

 80%-6.3mm

 77.9

 0.53

 0.15

 0.68

 0.67

 13.6

 <0.07

 3.0

 BMC

 80%-1.7mm

 81.3

 0.52

 0.12

 0.64

 0.67

 17.5

 0.13

 2.5

 BMC

 80%-19mm

 76.4

 0.55

 0.17

 0.72

 0.67

 14.6

 0.48

 1.0

 BMC

 80%-6.3mm

 77.6

 0.45

 0.13

 0.58

 0.67

 0.67

 1.0

 BMC

 80%-75 m

 88.7

 0.47

 0.06

 0.53

 0.67

 60.6

 0.91

 1.3

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

 Column Leach Testing

 Column leach test were conducted on each of the master composites, utilizing a feed size of 80% -3/4 inch (19 mm) in order to determine gold and silver recoveries, recovery rates and reagent requirements under simulated heap leach conditions. Lime additions were based on bottle roll tests. Test columns were sized at 15 cm diameter by 3 meters high using PVC piping with material stacked in the leaching columns in a manner in which to minimize particle segregation and compaction. Leaching was conducted by applying a cyanide solution of 1.0g NACN/L over the charge at a feed rate of 12 Lph/m 2 of column cross sectional area. After leaching, freshwater rinsing was conducted to remove residual cyanide and to recover dissolved gold and silver values.

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

 All three composites were leached for 190 days. Gold and silver extractions for the surface master composite (SMC) reached 88.9 % and 20.0 %, respectively. Gold and silver extraction for the underground master composites (UMC) was 84.6 % for gold and 15.4 % for silver. The master blend composite (MBC) achieved gold and silver recoveries of 86.3% and 16.7% respectively.

 3 Summary Metallurgical Test Results

 Summary Metallurgical Results, Column Percolation Leach Tests, Longstreet Mine Composites,

 80%-19mm Feed Size

 NaCN

 Sample

 Test

 Leach/rinse

 mt/mt ore

 g Au/mt ore

 Average

 g Ag/mt ore

 Average

 consumed

 Lime added

 I.D.

 No.

 Time, days

 Extracted

 Head

 Extracted

 Head

 kg/mt ore

 kg/mt ore

 SMC

 P-1

 4.8

 0.32

 0.38

 1.45

 1.7

 UMC

 P-2

 5.3

 0.59

 0.85

 1.90

 2.7

 BMC

 P-3

 5.2

 0.63

 0.68

 1.78

 2.0

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

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

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

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

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

 Figure 8.4 Surface Master composite leach kinetics

 Figure 8.5 Underground master composite leach kinetics

 Figure 8.6 Master blend composite leach kinetics

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

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

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

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

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

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

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

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

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

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

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

 North: This is a sheeted vein system with identical vein attitudes to Main. The western end of the target has the strongest exposed mineralization.

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

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

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

 The Company has not engaged in any exploration activities since 2015. Our activities since that time have been primarily related to wildlife studies, economic feasibility studies, archaeological studies and other related activities intended to moving toward developing a Plan of Operations and obtaining a permit to construct a mine. Star Gold's geologists believe sampling and drilling results to date warrant optimism of one or more economic, near surface, bulk-mineable, heap leach-recoverable gold-silver deposits at the Longstreet Project targets described above. In addition, sampling at surface near the Cyprus target suggests the presence of higher-grade veins, which may be suitable to underground mining methods. Situated on a high ridge-top, it could be easily mined from a canyon elevation adit.

 MinQuest personnel have done all data verification regarding the Company's sampling and drilling results, including comparing the list of samples sent to the laboratory and sampling results from the laboratory. IN particular, the MinQuest quality assurance and quality control (QA/QC) program includes:

 Insertion of a blank and two standards (pulp) of known gold and silver concentration at the at the frequency of approximately one in every 20 samples

 Insertion of a B sample, if unexpected high or low values are encountered, at the frequency of 1 in every 30 samples, and sent to the laboratory together with the A samples.

 Duplicate assays, i.e., re-assay of values higher than 1 g/t Au.

 Analysis of assay results of the standards.

 A-Z Mining has also verified the data presented.

 Environmental, plan of operation and reclamation: To the Company's knowledge, there is no known surface disturbance or groundwater contamination from previous mining activities. Remediation activities are performed immediately after completion of exploratory drilling. With respect to historical mining activities, there is no indication of reclamation at this time and, therefore, the Company has no plans to remediate. The Longstreet Property is within Forest Service lands and Star Gold has applied for and received a Plan of Operation from the Forest Service allowing exploration drilling. A surface disturbance bond of $89,400 has been paid and is held by the Forest Service until reclamation is completed. There are no other significant environmental requirements.

 ITEM 3.

 LEGAL PROCEEDINGS.

 Star Gold Corp. is not a party to any material legal proceedings and, to management's knowledge, no such proceedings are threatened or contemplated.

 ITEM 4.

 MINE SAFETY DISCLOSURES.

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

 Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities with respect to mining operations and properties in the United States that are subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). During the year ended April 30, 2023, the Company's exploration properties were not subject to regulation by the MSHA under the Mine Act.

 ITEM 5.

 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 General

 Star Gold Corp. authorized capital stock consists of 1,000,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of September 13, 2023, there were 97,290,810 shares of Star Gold Corp. common stock issued and outstanding. The Company has not issued any shares of preferred stock.

 Market Information

 The Company's shares are quoted via the OTC:QB under the symbol "SRGZ."

 A t September 13, 2023, t he price per share quoted on the OTCQB was $0.02.

 Transfer Agent:

 The independent stock transfer agent for Star Gold Corp. is Equiniti Trust Company located at 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120

 Dividends

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

 a)

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

 b)

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

 Securities Authorized for Issuance under Stock Option Plan

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

 The 2011 Plan has a maximum percentage of 10% of the Company's outstanding shares that are eligible for the plan pool whereby the number of shares under the 2011 Plan increase automatically with increases in the total number of outstanding common shares. This "Evergreen" provision permits the reloading of shares that make up the available pool for the 2011 Plan, once the options granted have been exercised. The number of shares available for issuance under the 2011 Plan automatically increases as the total number of shares outstanding increase, including those shares issued upon exercise of options granted under the 2011 Plan, which become re-available for grant subsequent to exercise of option grants. The number of shares subject to the 2011 Plan and any outstanding awards under the 2011 Plan 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 the Company's assets.

 The 2011 Plan also has terms and limitations including without limitation that the exercise price for stock options granted under the Stock Option Plan must equal the stock's fair market value, based on the closing price per share of common stock, at the time the stock option is granted.

 Recent Sales of Unregistered Securities

 On October 31, 2021, the Company issued 2,000,000 warrants to purchase common stock in lieu of cash payment for services. The warrants have an exercise price of $0.0442 based on the closing price of the Company's common stock on the date of grant and vest immediately. The expiration date of the warrants is October 31, 2026. The fair value of the warrants issued was $87,871, which was included in "Other Current Assets" as of April 30, 2022, was written off during the year ended April 30, 2023 (Note 5).

 On November 30, 2021, the Company entered into four Convertible Promissory Notes with certain officers and directors of the Company in consideration of deferred compensation totaling $150,000. The notes accrue interest at 5% per annum with monthly interest-only payments through April 30, 2025. The Company is scheduled to make 41 monthly interest payments beginning no later than December 31, 2021. The Company has not made payments on the installments and accrued interest of $3,103 as of April 30, 2023.

 The Convertible Promissory Notes are convertible at any time after the original issue date into a number of shares of the Company's common stock, determined by dividing the amount to be converted by a conversion price equal to the greater of $0.05 per share or the closing price of the Company's common stock on November 30, 2021. The Convertible Promissory Notes are convertible to an aggregate of 3,000,000 shares.

 On April 14, 2023, the Company issued four convertible promissory notes (the "April 14, 2023 Notes") with an aggregate principal amount $312,500. One note was issued to a related party, controlled by two members of the Board, in conversion and satisfaction of three existing promissory notes, totaling $260,000 issued by the Company on July 5, 2022, August 4, 2022 and January 17, 2023 respectively. Three of the April 14, 2023 Notes were issued to an officer, a member of the Company's Board of Directors and an entity controlled by two members of the Board of Directors in exchange for loans to the Company, by those parties, totaling $52,500.

 For the year ended April 30, 2023, the Company sold no common stock.

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

 During the fiscal year ended April 30, 2023, neither the Company nor any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act) purchased any shares of our common stock, the only class of the Company's equity securities registered pursuant to section 12 of the Exchange Act at the date of this filing.

 ITEM 6.

 SELECTED FINANCIAL DATA.

 Statement of Operations Information:

 For the year ended

 Revenues

 $

 -

 $

 -

 Total operating expenses

 400,552

 389,033

 Loss from operations

 (400,552

)

 (389,033

)

 Other income (expense)

 (24,288

)

 (4,162

)

 NET LOSS

 $

 (424,840

)

 $

 (393,195

)

 Weighted average shares of common stock (basic and diluted)

 Income (loss) per share (basic and diluted)

 Nil

 Nil

 Balance Sheet Information:

 Working capital

 $

 (9,725

)

 $

 149,615

 Total assets

 712,290

 845,714

 Accumulated deficit

 12,619,828

 12,194,988

 Stockholders' equity

 180,342

 605,182

 ITEM 7.

 MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 PLAN OF OPERATION

 The Company maintains a corporate office in Coeur d'Alene, Idaho. This is the primary administrative office for the Company and is utilized by Board Chairman Lindsay Gorrill and Chief Financial Officer Kelly Stopher.

 The drilling permit granted from the Bureau of Land Management ("BLM") in September 2019 expired in December 2022. The permit allowed the Company to commence drilling mainly for the Hydrology Study but also enabling drilling of other holes on the Main knob for geochemical analysis. A bond has been obtained and there are no impediments to drilling other than capital constraints. The Company will apply for an extension of the permit.

 For the fiscal year ending April 30, 2024, the Company plans to commence the following activities as it prepares to draft its Environmental Impact Statement ("EIS") on the Longstreet Project:

 Hydrology Drilling – 2 to 4 holes expected to be sufficient:

 Geochemical analysis – design of program for submission to State of Nevada involves some core drilling;

 Plan of Operations Development (Mine Plan, Civil Engineering Design)

 Assuming the results of the above-referenced activities are favorable, the Company intends to proceed to the preparation of an EIS and plan of operation for the Longstreet project (the "Longstreet Plan"). The eventual objective of the EIS and Longstreet Plan is the issuance, by each respective governing agency, of the necessary mine permits to authorize the construction of, and ongoing operations at, an open pit/heap leach mine at the Longstreet Property.

 Approval of the Longstreet Plan is subject to governmental agency review and may require additional remediation activities.

 Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers, sale of property, joint ventures and/or farm-out a portion of its exploration properties.

 Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company's exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments.

 Additional financing will be required in the future to complete all necessary steps to apply for a final permit. Although the Company believes it will be able to source additional financing there are no guarantees any needed financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.

 RESULTS OF OPERATIONS

 2023

 2022

 Mineral exploration expense

 $

 $

 $

 -

 0.0

 %

 Pre-development expense

 102,455

 57,274

 45,181

 78.9

 %

 Legal and professional fees

 67,157

 77,067

 (9,910

)

 (12.9

)%

 Management and administrative

 205,794

 229,546

 (23,752

)

 (10.3

)%

 Interest expense

 1,693

 1,006

 68.3

 %

 Interest expense, related party

 22,597

 3,226

 19,371

 600.5

 %

 Interest (income)

 (2

)

 (70

)

 (97.1

)%

 NET LOSS

 $

 424,840

 $

 393,195

 $

 31,645

 8.0

 %

 The Company earned no operating revenue in 2023 or 2022 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is a pre-development stage company and presently is seeking other natural resources related business opportunities.

 The Company will continue to focus its capital and resources toward permitting activities at its Longstreet Property.

 Total net loss for the year ended April 30, 2023 of $424,840 increased by $31,645 from the 2022 total net loss of $393,195.

 Mineral exploration expense

 2023

 2022

 Claims

 -

 0.0

 %

 Total mineral exploration expense

 $

 -

 0.0

 %

 Mineral exploration expense for the year ended April 30, 2023 was $25,146 which remained the same as the 2022 mineral exploration expense of $25,146. Aside from annual claims payments, there was no additional mineral exploration expense for the year ended April 30, 2023 and 2022, respectively.

 The Company's emphasis has shifted from exploratory drilling to activities related to pre-development expense including environmental and anthropological studies associated with building a Plan of Operations and obtaining a permit to construct a mine at the Longstreet site.

 Pre-development expense

 2023

 2022

 Environmental impact and plan of operation

 $

 1,823

 $

 -

 $

 1,823

 (100.0

)%

 Field expense

 7,160

 4,119

 3,041

 73.8

 %

 Permits and fees

 -

 0.0

 %

 Project management

 -

 1,625

 (1,625

)

 (100.0

)%

 Technical consultants

 68,272

 12,500

 55,772

 446.2

 %

 Water rights costs

 25,000

 38,830

 (13,830

)

 (35.6

)%

 Total pre-development expense

 $

 102,455

 $

 57,274

 $

 45,181

 78.9

 %

 Pre-development expense for the year ended April 30, 2023 was $102,455, an increase of $45,181 from 2022 pre-development expense of $57,274.

 Technical consultant expense increased to $68,272 in 2023 as the Company engaged technical consultants to evaluate its financial model and validate costs in light of recent inflation in the general economy.

 The Company is currently assembling bids from engineering firms for development of a full Plan of Operations and Mine Schedule for development and eventual submission of an application to permit construction of a heap leach mining operation on the Longstreet Property. The Company is also soliciting bids for drilling of monitor and water-course wells on the Longstreet property site to determine suitability for future mining and leach pad operations.

 Legal and professional fees

 2023

 2022

 Audit and accounting

 $

 32,849

 $

 30,717

 $

 2,132

 6.9

 %

 Legal fees

 10,609

 19,380

 (8,771

)

 (45.3

)%

 Public company expense

 23,372

 26,679

 (3,307

)

 (12.4

)%

 Investor relations

 12.4

 %

 Total legal and professional fees

 $

 67,157

 $

 77,067

 $

 (9,910

)

 (12.9

)%

 Audit and accounting fees for the year ended April 30, 2023 increased by $2,132 compared to the year ended April 30, 2022.

 Legal fees increased $2,132, from $19,380 for the year ended April 30, 2022 to $32,849 for the year ended April 30, 2023. The decrease in legal fees for the year ended April 30, 2023 was due to a decreased need for legal services related to compliance, property transfer and corporate transaction matters. There are no pending legal issues or contingencies as of April 30, 2023.

 Management and administrative expense

 2023

 2022

 Auto and travel

 $

 $

 3,399

 $

 (3,305

)

 (97.2

)%

 Advertising and promotion

 125,084

 -

 125,084

 #DIV/0!

 General administrative and insurance

 47,696

 42,696

 5,000

 11.7

 %

 Management fees and payroll

 30,000

 180,500

 (150,500

)

 (83.4

)%

 Office and computer expense

 2,540

 2,433

 4.4

 %

 Telephone and utilities

 (138

)

 (26.6

)%

 Total management and administrative

 $

 205,794

 $

 229,546

 $

 (23,752

)

 (10.3

)%

 Total management and administrative expense decreased $23,752 for the year ended April 30, 2023 to $205,794 compared to $229,546 for the year ended April 30, 2022.

 Management fees decreased $150,500 for the year ended April 30, 2023 as management fees were not accrued for the period then ended. Effective December 1, 2021, management amended certain portions of four respective consulting agreements to include suspension of $21,500 in monthly accrual of fees.

 LIQUIDITY AND FINANCIAL CONDITION

 WORKING CAPITAL

 Current assets

 $

 44,723

 $

 190,147

 Current liabilities

 54,448

 40,532

 Working capital

 $

 (9,725

)

 $

 149,615

 For the year ended

 CASH FLOWS

 Cash flow used by operating activities

 $

 (282,810

)

 $

 (253,129

)

 Cash flow used by investing activities

 (12,000

)

 (12,000

)

 Cash flow provided by financing activities

 277,500

 50,000

 Net change in cash during period

 $

 (17,310

)

 $

 (215,129

)

 As of April 30, 2023, the Company had cash on hand of $33,505. Since inception, the sole source of financing has been sales of the Company's debt and equity securities. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.

 Star Gold Corp. anticipates continuing to rely on sales of its debt and/or equity securities to continue to fund ongoing operations. Issuances of additional shares of common stock may result in dilution to the Company's existing stockholders. There is no assurance that the Company will be able to complete any additional sales of equity securities or that it will be able arrange for other financing to fund its planned business activities.

 The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company's capital stock or alternative methods such as mergers or sale of the Company's assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.

 The Company plans for the long-term continuation as a going concern include financing future operations through sales of our equity and/or debt securities and the anticipated profitable exploitation of the Company's mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.

 OFF-BALANCE SHEET ARRANGEMENTS

 The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to its stockholders.

 CRITICAL ACCOUNTING POLICIES

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

 Asset Impairments

 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. 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.

 Mineral Interests

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

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 The Company does not hold any derivative instruments and does not engage in any hedging activities.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Index to Financial Statements:

 Audited financial statements as of April 30, 2023, including:

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 444);

 Balance Sheets as of April 30, 2023 and 2022;

 Statements of Operations for the years ended April 30, 2023 and 2022;

 Statement of Changes in Stockholders' Equity for the years ended April 30, 2023 and 2022;

 Statements of Cash Flows for the years ended April 30, 2023 and 2022;

 Notes to Financial Statements.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders and the board of directors of Star Gold Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Star Gold Corp. ("the Company") as of April 30, 2023 and 2022, and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 The Company ' s Ability to Continue as a Going Concern

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited working capital and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ Assure CPA, LLC /

 We have served as the Company's auditor since 2011.

 Spokane, Washington

 September 14, 2023

 BALANCE SHEETS

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 33,505

 $
 50,815

 Other current assets (NOTE 5)

 11,218

 139,332

 TOTAL CURRENT ASSETS

 44,723

 190,147

 MINING INTEREST (NOTE 4)

 578,167

 566,167

 RECLAMATION BOND

 89,400

 89,400

 TOTAL ASSETS

 $
 712,290

 $
 845,714

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued liabilities

 $
 29,240

 $
 37,306

 Accrued interest, related parties

 25,208

 3,226

 TOTAL CURRENT LIABILITIES

 54,448

 40,532

 LONG TERM LIABILITIES:

 PROMISSORY NOTE, RELATED PARTY(NOTE 7)

 15,000

 50,000

 CONVERTIBLE PROMISSORY NOTES, RELATED PARTIES (NOTE 7)

 462,500

 150,000

 TOTAL LIABILITIES

 531,948

 240,532

 COMMITMENTS AND CONTINGENCIES (NOTES 4 and 7)

 -

 -

 STOCKHOLDERS' EQUITY

 Preferred stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding

 -

 -

 Common stock, $.001 par value; 1,000,000,000 shares authorized; 97,290,810 shares issued and outstanding

 Additional paid-in capital

 12,702,879

 12,702,879

 Accumulated deficit

 ( 12,619,828
)

 ( 12,194,988
)

 TOTAL STOCKHOLDERS' EQUITY

 180,342

 605,182

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 712,290

 $
 845,714

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

 STATEMENTS OF OPERATIONS

 For the years ended

 OPERATING EXPENSE

 Mineral exploration expense

 $

 $

 Pre-development expense

 102,455

 57,274

 Legal and professional fees

 67,157

 77,067

 Management and administrative

 205,794

 229,546

 TOTAL OPERATING EXPENSES

 400,552

 389,033

 LOSS FROM OPERATIONS

 ( 400,552
)

 ( 389,033
)

 OTHER INCOME (EXPENSE)

 Interest income

 Interest expense

 ( 1,693
)

 ( 1,006
)

 Interest expense, related party

 ( 22,597
)

 ( 3,226
)

 TOTAL OTHER INCOME (EXPENSE)

 ( 24,288
)

 ( 4,162
)

 NET LOSS BEFORE INCOME TAXES

)

)

 Provision (benefit) for income tax

 -

 -

 NET LOSS

 $
)

 $
)

 Basic and diluted loss per share

 Nil

 Nil

 Basic and diluted weighted average number shares outstanding

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

 STATEMENTS OF CHANGES IN STOCKHOLDERS ' EQUITY

 For the years ended April 30, 2023 and 2022

 Total

 Shares

 Par Value

 Additional

 Accumulated

 Stockholders'

 Issued

 $0.001 per share

 Paid-in Capital

 Deficit

 Equity

 BALANCE, April 30, 2021

 $

 $
 12,615,008

 $
 ( 11,801,793
)

 $
 910,506

 Warrants issued for other current assets

 -

 -

 87,871

 -

 87,871

 Net loss

 -

 -

 -

)

)

 BALANCE, April 30, 2022

 12,702,879

 ( 12,194,988
)

 605,182

 Net loss

 -

 -

 -

)

)

 BALANCE, April 30, 2023

 $

 $
 12,702,879

 $
 ( 12,619,828
)

 $
 180,342

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

 STATEMENTS OF CASH FLOWS

 For the years ended

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used by operating activities

 Compensation settled with convertible promissory notes – related parties (Note 7)

 -

 150,000

 Write off of prepaid promotional expenses from other current assets

 127,034

 -

 Changes in operating assets and liabilities:

 Other current assets

 1,080

 ( 18,130
)

 Accounts payable and accrued liabilities

 ( 8,066
)

 4,970

 Accrued interest, related parties

 21,982

 3,226

 Net cash used by operating activities

 ( 282,810
)

 ( 253,129
)

 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 promissory notes, related parties

 305,000

 50,000

 Proceeds from convertible promissory notes, related parties

 52,500

 -

 Repayment of promissory notes, related parties

 ( 80,000
)

 -

 Net cash provided by financing activities

 277,500

 50,000

 Net increase (decrease) in cash and cash equivalents

 ( 17,310
)

 ( 215,129
)

 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 50,815

 265,944

 CASH AND CASH EQUIVALENTS AT END OF YEAR

 $
 33,505

 $
 50,815

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Interest paid in cash

 $
 1,693

 $
 1,006

 NON-CASH FINANCING AND INVESTING ACTIVITIES:

 Conversion of promissory notes payable, related parties to convertible promissory notes, related parties

 $
 260,000

 $
 -

 Warrants issued for other current assets

 $
 -

 $
 87,871

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

 NOTE 1 - NATURE OF OPERATIONS

 Star Gold Corp. (the "Company") was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on gold, silver and other base metal-bearing properties in Nevada.

 The Company's core business consists of assembling and/or acquiring land packages and mining claims the Company believes have potential mining reserves, and expending capital to explore these claims by drilling, and performing geophysical work or other exploration work deemed necessary. The business is a high-risk business as there is no guarantee that the Company's exploration work will ultimately discover or produce any economically viable minerals.

 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 Going Concern

 As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of April 30, 2023, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying balance sheets of April 30, 2023, the Company has an accumulated deficit of $ 12,619,828. On April 30, 2023, the Company's working capital deficit was $ 9,725. The lack of sufficient working capital to meet current obligations, continuing losses and ongoing cash used by operating activity raises 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 assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Achievement of the Company's objectives will 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 or obtaining additional financing from investors and/or lenders.

 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 long-lived asset impairments and stock-based compensation 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.

 Risks and Uncertainties

 The Company's operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging exploration mining business, including the potential risk of business failure.

 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.

 Page

 Reclamation bond

 The Reclamation bond constitutes cash held as collateral for the faithful performance of the bond securing exploration permits and are accounted for on a cost basis.

 Financial Instruments

 The Company's financial instruments include cash and cash equivalents, reclamation bond, promissory note-related party and convertible promissory notes – related parties.

 Cash and cash equivalents, reclamation bonds and promissory note – related party are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at April 30, 2023.

 The fair value of convertible promissory notes at April 30, 2023 was $ 391,125 b ased on the closing price of the Company's common stock and the number of shares into which outstanding convertible notes can be converted.

 Fair Value Measures

 When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.

 At April 30, 2023 and 2022, 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, capitalized costs would be amortized using the units-of-production method based on 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.

 Pre-development Expenditures

 Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production which are expensed due to the lack of evidence of economic development which is necessary to demonstrate future recoverability of these costs.

 Page

 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.

 Impairment of Long-lived Assets

 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 long-lived assets may not be recoverable. If such event or changes have occured, 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.

 Income Taxes

 The Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carryforwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than not that a portion of the deferred tax assets will not be realized in a future period.

 The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

 Reclassifications

 Certain reclassifications have been made to the 2022 financial statements in order to conform to the 2023 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as previously reported.

 Page

 New Accounting Pronouncements

 Accounting Standards Updates Adopted

 Accounting standards that have been issued or proposed by the Financial Accounting Standards Board ("FASB") that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 NOTE 3 – EARNINGS PER SHARE

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

 The outstanding securities at April 30, 2023 and 2022 that could have a dilutive effect are as follows:

 Stock options

 3,435,000

 5,035,000

 Convertible promissory notes, related parties

 19,562,370

 3,062,500

 Warrants

 TOTAL POSSIBLE DILUTIVE SHARES

 24,997,370

 10,097,500

 For the years ended April 30, 2023 and 2022, respectively, the effect of the Company's outstanding stock options, warrants and convertible promissory notes, related parties and associated accrued interest would have been anti-dilutive and are excluded in the calculation of diluted EPS.

 NOTE 4 – MINING INTEREST

 The following is a summary of the Company's mining interest at April 30, 2023 and April 30, 2022.

 Mining interest - Longstreet

 $
 578,167

 $
 566,167

 TOTAL MINING INTEREST

 $
 578,167

 $
 566,167

 Page

 Pursuant to the Longstreet Property Option Agreement with Great Basin Resources, Inc. ("Great Basin"), as amended, which was originally entered into by the Company on or about January 15, 2010 ( the "Longstreet Agreement"), the Company leased, with an option to acquire, unpatented mining claims located in the State of Nevada known as the Longstreet Property. Through August 12, 2019, the Company was required to make minimal lease payments in the form of cash and options to purchase shares of the Company's common stock.

 On September 1, 2019, the Company executed a consulting agreement with Great Basin for a term of 18 months (the "Consulting Agreement"). Under the Consulting Agreement, the Company agreed to pay Great Basin $ 7,500 per month for the term of the Consulting Agreement.

 On August 24, 2020, the Company executed an amendment to the Consulting Agreement which accelerated the payments to Great Basin to include a $ 22,500 lump sum payment and three subsequent monthly payments of $ 7,500 in consideration of the execution and recording of a quit claim deed on the Longstreet claims for benefit of the Company.

 The August 24, 2020 Amendment also grants the Company the option, to be exercised no later than six ( 6) months following the first receipt of proceeds from the sale of ore from the Longstreet Property, to purchase one -half of Great Basin's 3.0% Net Smelter Royalty on the Longstreet Project for a payment of $ 1,750,000.

 On September 10, 2020, Great Basin executed a quit claim deed on the Longstreet claims for the benefit of the Company.

 In addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $ 12,000 related to the Clifford claims. For the years ended April 30, 2023 and 2022, respectively, the Company paid the annual $ 12,000 advance royalty for additional mining interest on the Longstreet Property.

 At April 30, 2023 and 2022, the Company has a reclamation bond of $ 89,400 with the United States Department of Agriculture-Forest Service to increase the Reclamation Bond as collateral on the Longstreet Property. The bond is collateral on reclamation of planned drilling activities on the Longstreet Property and is refundable subject to the Company completing defined reclamation actions upon completion of drilling.

 NOTE 5 – OTHER CURRENT ASSETS

 On August 21, 2017, the Company entered into an Option and Lease of Water Rights, with High Test Hay, LLC (the "High Test Water Rights Agreement"). In exchange for a one -time payment of $ 25,000, the High Test Water Rights Agreement grants the Company a three -year option to commence a ten -year lease on certain water rights in Nevada. The water rights are for use in conjunction with the Company's Longstreet Project. Lease payments for the water rights do not commence unless and until the Company exercises the option to lease. The High Test Water Rights Agreement also grants the Company the ability to extend, upon additional option payments, the option to lease for up to an additional three years and the ability to extend the water rights lease (if exercised) for up to an additional twenty years. The initial $ 25,000 payment has been deferred and was amortized on a straight-line basis over the three -year option period.

 On August 21, 2020, the Company exercised its first option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $ 25,000 payment to be amortized over twelve months. On August 21, 2021, the Company exercised its second option to extend the High Test Hay Water Rights agreement for an additional twelve months and made a $ 25,000 payment to be amortized over twelve months. As of April 30, 2023, the unamortized portion of the High Test Hay Water Rights Agreement and subsequent exercise of its second option is $ 7,740.

 On October 31, 2021, the Company issued 2,000,000 warrants to purchase stock in accordance with an agreement whereby the Company will receive promotional services to be performed in the future. The fair value of the warrants issued was $ 87,871, which was included in "Other Current Assets" as of April 30, 2022, was written off during the year ended April 30, 2023 as the Company chose not to pursue a previously contemplated Regulation A securities offering. During the year ended April 30, 2023, the Company also wrote off an additional $ 39,163 of prepaid promotion and legal expense as the Company chose not to pursue a previously contemplated Regulation A securities offering. The amount written off was recorded within management and administrative expense in the statement of operations.

 The following is a summary of the Company's Other Current Assets at April 30, 2023 and 2022:

 Option on water rights lease agreements, net

 $
 7,740

 $
 7,740

 Prepaid insurance

 3,478

 4,558

 Prepaid promotion expense

 -

 125,084

 Prepaid legal expense

 -

 1,950

 Total

 $
 11,218

 $
 139,332

 NOTE 6 - INCOME TAXES

 There was no income tax provision (benefit) for the years ended April 30, 2023 and 2022. The components of the Company's net deferred tax assets are as follows:

 Deferred tax asset

 Net operating loss carryforward

 $
 1,962,600

 $
 1,863,100

 Stock-based compensation

 45,800

 73,700

 Equipment and mining interests

 116,200

 236,200

 Other

 2,800

 2,900

 Total deferred tax assets

 2,127,400

 2,175,900

 Valuation allowance

 ( 2,127,400
)

 ( 2,175,900
)

 NET DEFERRED TAX ASSETS

 $
 -

 $
 -

 Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to 100% of the deferred tax assets has been recorded at April 30, 2023 and 2022.

 Page

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

 Amount computed using the statutory rate

 $
 ( 89,200
)

 ( 21
)%

 $
 ( 82,600
)

 ( 21
)%

 Effect of state taxes

 ( 24,600
)

 ( 5
)%

 ( 20,200
)

 ( 5
)%

 Expiration of stock options in prior years

 26,300

 %

 166,100

 %

 Effect of state tax rate change

 46,000

 %

 27,900

 %

 Impact of change in estimates

 90,000

 %

 ( 42,800
)

 ( 11
)%

 Change in valuation allowance

 ( 48,500
)

 ( 12
)%

 ( 48,400
)

 ( 12
)%

 TOTAL INCOME TAX PROVISION (BENEFIT)

 $
 -

 -
 %

 $
 -

 -
 %

 At April 30, 2023, the Company had federal and state net operating loss carry forwards of approximately $ 7,672,000 and $ 4,845,000 of which expires between 2027 and 2038. The remaining balance of approximately $ 2,827,000 will never expire but its utilization is limited to 80% of taxable income in any future year.

 The Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating expenses. The Company's federal income tax returns for fiscal years 2021 through 2023 remain open and subject to examination. Tax attributes from prior years can be adjusted during an IRS audit.

 NOTE 7 – RELATED PARTY TRANSACTIONS

 Consulting agreements

 On May 1, 2021, the Company entered into consulting agreements with four members of the Company's management team (the "consulting agreements"). The Company entered into an agreement each with the Chairman of the Board, the President, the Chief Financial Officer and the Vice President of Finance.

 Each agreement is for a two -year period, automatically renewable annually thereafter, and paid each executive $ 6,000 per month. Each executive was eligible to receive a bonus payable upon a change in control event equal to eighteen ( 18) months' compensation. The consulting agreements superseded any previous agreements or resolutions.

 Effective December 1, 2021, the consulting agreements were amended. Under the terms of the amended agreements, three executives are to be paid $ 1 annual compensation and one executive will be paid $ 2,500 per month. Each executive is eligible to receive a bonus payable of $ 108,000 upon a change of control.

 For the years ended April 30, 2023 and April 30, 2022, the Company recognized $ 30,000 and $ 180,500, respectively, in management and administrative expense under the consulting agreements.

 Promissory notes, related parties

 On April 12, 2022, the Company entered in a promissory note with the Company's Chairman of the Board of Directors in the amount of $ 50,000. The note has a maturity date of April 12, 2024 and accrued interest at 5 % per annum.

 On June 28, 2022, the Company entered in a promissory note with the Company's Chairman of the Board of Directors in the amount of $ 30,000. The note has a maturity date of June 28, 2024 and accrues interest at 5 % per annum.

 On July 5, 2022, the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $ 80,000. The proceeds repaid the April 12, 2022 and June 28, 2022 promissory notes outstanding. The July 5, 2022 promissory note has a maturity date of July 31, 2025 and accrues interest at 8 % per annum.

 On July 6, 2022, with the proceeds of the July 5, 2022 promissory note, the Company paid in full two promissory notes dated April 12, 2022 and June 28, 2022, totaling $ 80,000 to the Company's Chairman of the Board of Directors.

 On August 4, 2022, the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $ 150,000. The promissory note has a maturity date of July 31, 2025 and accrues interest at 8 % per annum.

 On January 17, 2023, the Company entered into a promissory note with an entity controlled by the Chairman of the Board of Directors and another Company director in the amount of $ 30,000. The promissory note has a maturity date of January 31, 2026 and accrues interest at 8 % per annum.

 On March 31, 2023, the Company entered into a promissory note with the Chairman of the Board of Directors in the amount of $ 15,000. The promissory note has a maturity date of March 31, 2026 and accrues interest at 8 % per annum. As of April 30, 2023, the principal balance of the promissory note is $ 15,000.

 Convertible promissory notes, related parties

 On November 30, 2021, the Company entered into four Convertible Promissory Notes (the "Convertible Promissory Notes") with certain officers and directors of the Company in consideration of deferred compensation totaling $ 150,000. The notes accrue interest at 5 % per annum with monthly interest-only payments through April 30, 2025. The notes mature April 30, 2025.

 The Convertible Promissory Notes are convertible at any time after the original issue date into a number of shares of the Company's common stock, determined by dividing the amount to be converted by a conversion price equal to $ 0.05 per share. The Convertible Promissory Notes are convertible to an aggregate of 3,000,000 shares.

 On April 14, 2023, the Company issued four convertible promissory notes (the "April 14, 2023 Notes") with an aggregate principal amount $ 312,500. One note was issued to a related party, controlled by two members of the Board, in conversion and satisfaction of three existing promissory notes, totaling $ 260,000 issued by the Company on July 5, 2022, August 4, 2022 and January 17, 2023 respectively. Three of the April 14 2023 Notes were issued to an officer, a member of the Company's Board of Directors and an entity controlled by two members of the Board of Directors in exchange for loans to the Company, by those parties, totaling $ 52,500.

 The April 14, 2023 Notes bear eight percent ( 8 %) interest and have a maturity date of April 14, 2026 ( the "Maturity Date"). There are no required periodic payments due under the Notes and the entire amount of accrued interest and unpaid principal is due and payable on the Maturity Date. The Notes are convertible into shares of common stock of the Company at the conversion price of two cents($ 0.02) per share.

 At April 30, 2023 and 2022, the balance of the Convertible Promissory Notes is $ 462,500 and $ 150,000, respectively.

 For the years ended April 30, 2023 and 2022, the Company recognized interest expense, related parties of $ 22,597 and $ 3,226, respectively. At April 30, 2023 and April 30, 2022, the balance of accrued interest due to related parties is $ 25,208 and $ 3,226, respectively.

 NOTE 8 – STOCKHOLDERS ' EQUITY

 For the years ended April 30, 2023 and 2022, the Company did not issue any shares of its common stock.

 NOTE 9 – WARRANTS

 On October 31, 2021, the Company granted 2,000,000 warrants to purchase common stock in lieu of cash payment for future services. The warrants have an exercise price of $ 0.0442. The expiration date of the warrants is October 31, 2026. The fair value of the warrants granted was $ 87,871 and was included in "Other Current Assets as of April 30, 2022. For the year ended April 30, 2023, the fair value of $ 87,871 was written off to "advertising and promotion" which is recorded within management and administrative expense in the statement of operations (Note 5).

 Page

 The Company estimated the fair value of the October 31, 2021 warrants issued using the Black-Scholes model with the following information and range of assumptions:

 Warrants issued

 Fair value of warrant issuance

 $
 87,871

 Exercise price

 $
 0.0442

 Expected volatility

 244.99
 %

 Expected term (in years)

 Risk free rate

 1.18
 %

 The following is a summary of the Company's warrants to purchase shares of common stock activity:

 Weighted Average

 Warrants

 Exercise Price

 Balance outstanding at April 30, 2021

 6,789,667

 $
 0.15

 Issued

 $
 0.442

 Expired

 ( 6,789,667
)

 $
 ( 0.15
)

 Balance outstanding at April 30, 2022 and 2023

 $
 0.044

 The composition of the Company's warrants outstanding at April 30, 2023 is as follows:

 Issue Date

 Expiration Date

 Warrants

 Exercise Price

 Remaining life (years)

 October 31, 2021

 October 31, 2026

 $
 0.0442

 3.51

 $
 0.0442

 3.51

 NOTE 10 - STOCK OPTIONS

 Options issued for mining interest

 In consideration for its mining interest (see Note 4), the Company was obligated to issue stock options to purchase shares of the Company's common stock based on "fair market price" which for financial statement purposes is considered to be the closing price of the Company's common stock on the issue dates. Those costs are capitalized as Mining Interest.

 Options outstanding for mining interest totaled 935,000 on April 30, 2023 and April 30, 2022, and are fully vested. As of April 30, 2023, the remaining weighted average term of the option grants for mining interest was 1.34 years. As of April 30, 2023, the weighted average exercise price of the option grants for mining interest was $ 0.04 per share.

 Options issued under the 2011 Stock Option/Restricted Stock Plan

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

 The 2011 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 as the total number of shares outstanding increase. The number of shares subject to the 2011 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.

 Page

 The 2011 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 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.

 No options were issued under the Stock Option Plan during the year ended April 30, 2023 and 2022.

 The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2023 and April 30, 2022, respectively, there was no unrecognized compensation cost related to stock-based options and awards.

 The following table summarizes additional information about the options under the Company's 2011 Plan as of April 30, 2023:

 Options outstanding and exercisable

 Date of Grant

 Shares

 Price

 Remaining Term (years)

 April 30, 2021

 2,500,000

 0.06

 3.00

 Summary:

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

 Weighted Average

 All options

 Exercise Price

 Balance outstanding at April 30, 2021

 9,845,000

 $
 0.063

 Expired

 ( 4,810,000
)

 $
 ( 0.060
)

 Balance outstanding at April 30, 2022

 5,035,000

 $
 0.056

 Expired or forfeited

 ( 1,600,000
)

 $
 ( 0.064
)

 Balance outstanding at April 30, 2023

 3,435,000

 $
 0.055

 Weighted Average

 Weighted Average

 Options issued for:

 Remaining Term (years)

 Options

 Exercise Price

 Mining interests

 1.34

 935,000

 $
 0.04

 Stock option plan

 3.00

 2,500,000

 $
 0.06

 Outstanding and exercisable at April 30, 2023

 3,435,000

 $
 0.055

 Page

 The aggregate intrinsic value of all options vested and exercisable at April 30, 2023, was $Nil based on the Company's closing price of $ 0.0208 per common share at April 30, 2023. The Company's current policy is to issue new shares to satisfy option exercises.

 NOTE 11 - SUBSEQUENT EVENTS

 On June 28, 2023, the Company entered in a promissory note with the Company's Chairman of the Board of Directors in the amount of $ 20,000. The note has a maturity date of June 28, 2024 and accrues interest at 8 % per annum.

 On August 24, 2023, the Company entered in a promissory note with the Company's Chairman of the Board of Directors in the amount of $ 35,000. The note has a maturity date of August 24, 2024 and accrues interest at 8 % per annum.

 ITEM 9.

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

 For the years ended April 30, 2023 and 2022 there were no disagreements with our auditors on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. For the years ended April 30, 2023 and 2022, there were no " reportable events " as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 ITEM 9A.

 CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 At the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out under the supervision of and with the participation of our management, including the Principal Executive Officer and the Principal Financial Officer of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and the Principal Financial Officer have concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 Disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company's internal control of financial reporting as discussed below.

 Internal Control over Financial Reporting

 Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company (including its consolidated subsidiaries) and all related information appearing in our Annual Report on Form 10-K. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

 Management conducted an evaluation of the design and operation of our internal control over financial reporting as of April 30, 2023, based on the criteria in a framework developed by the Company's management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of April 30, 2023, because management identified a material weakness in the Company's internal control over financial reporting related to the segregation of duties as described below.

 While the Company does adhere to internal controls and processes that were designed and implemented based on the COSO report, it is difficult with a very limited staff to maintain appropriate segregation of duties in the initiating and recording of transactions, thereby creating a segregation of duties weakness. Due to: (i) the significance of segregation of duties to the preparation of reliable financial statements; (ii) the significance of potential misstatement that could have resulted due to the deficient controls; and (iii) the absence of sufficient other mitigating controls, we determined that this control deficiency resulted in more than a remote likelihood that a material misstatement or lack of disclosure within the annual or interim financial statements may not be prevented or detected.

 Management ' s Remediation Initiatives.

 Management has evaluated, and continues to evaluate, avenues for mitigating our internal controls weaknesses, but mitigating controls to completely mitigate internal control weaknesses have been deemed to be impractical and prohibitively costly, due to the size of our organization at the current time. Management expects to continue to use reasonable care in following and seeking improvements to effective internal control processes that have been and continue to be in use at the Company.

 Management is currently evaluating avenues for mitigating the Company's internal controls weaknesses but mitigating controls that are practical and cost effective may not be found based on the size, structure, and future existence of the organization. Since the Company has not generated any significant revenues, the Company is limited in its options for remediation efforts.

 Changes in internal controls over financial reporting

 There were no changes in the Company's internal control over financial reporting that occurred prior to the Company's most recent financial quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION.

 None.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

 Name

 Age

 Position

 Lindsay Gorrill

 Chairman of the Board

 David Segelov

 President and Director

 Kelly Stopher

 Chief Financial Officer and Corporate Secretary/Treasurer

 Paul Coombs

 Thomas Power

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

 Lindsay E. Gorrill - Chairman

 Mr. Gorrill is a Chartered Accountant with Finance and Marketing degrees. He has 30+ years of experience in acquisitions, developing and building companies, financial markets, and global exposure. Mr. Gorrill has been a member of the Company's Board of Directors since July 2007. He currently serves as the Chairman of the Board and has previously served as the President and Treasurer of the Company. Mr. Gorrill has also served as a member of the Board of Directors of Latera Ventures Corp, a company quoted via the OTC Markets. Additionally, he has served as the President, Chief Operating Officer, and member of the Board of Directors of Berkley Renewables Inc., a company listed on the TSX Venture Exchange.

 David Segelov – President and Director

 Mr. David Segelov is a Chartered Financial Analyst (CFA) and has a Masters of Business Administration from Columbia University in New York and also holds a law degree from Sydney University. He is the sole partner of Reverse Swing Capital ("Reverse Swing") which is a financial consulting firm. Reverse Swing provides financial analysis of investments and ideas for hedge funds in New York with a primary focus on resource companies (with an expertise in gold investments) in the USA, Australia and Canada. Prior to Reverse Swing Capital, he was analyst at various hedge funds including Para Partners in New York for five years. He holds no executive or management positions with any other public company. He is currently the CFO of Cobble Hill Health Centre located in Brooklyn, NY. From August 2015 till December 2017, Mr. Segelov held the position of CFO of Driver Digital Holdings, Inc., a privately held children's media company based in New York City. Mr. Segelov has been a Director of Star Gold Corp. since December 2011 and has in the past served as the Company's Chief Executive Officer.

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

 Mr. Stopher has 30 years of experience in accounting and finance. Mr. Stopher is the Managing Partner of Palouse Advisory Partners, LLC, providing Chief Financial Officer ("CFO") services to clients. Mr. Stopher has developed strategies to implement financial management systems, internal control policies and procedures, financial reporting and modeling for numerous small-cap companies. Mr. Stopher was appointed Chief Financial Officer of Star Gold Corp. on October 20, 2010. Mr. Stopher is currently also CFO for Epilog Imaging Systems, Inc. and United States Antimony Corporation. Mr. Stopher was previously the CFO of Zenlabs Holdings, Inc. Mr. Stopher holds a Bachelor's degree from Washington State University in Business Administration – Accounting. He started his career in public accounting with Langlow Tolles & Company, PS, a regional CPA firm based in Tacoma, WA and has worked in various accounting and finance positions of leadership including startups, reorganizations and mature companies. Mr. Stopher is also a Certified Financial Modeling Valuation Analyst.

 Paul Coombs - Director

 Mr. Coombs has over twenty years of experience in the exploration and development of gold mining properties in North America, Europe and Africa. Mr. Coombs structured and supervised the financial operations for Falconbridge Ltd, Noranda Inc. and Xstrata PLC's North American gold production. At the height of his responsibility, Mr. Coombs managed responsibilities of hedging, selling and refining of more than 1 million ounces of gold annually. More recently, he was CFO of the Canadian company Canada Fluorspar Inc., which was previously listed on the TSX Venture Exchange. Mr. Coombs has served as a Director of Star Gold Corp. since September 2014.

 Additionally, Mr. Coombs has worked extensively in West Africa developing producing gold mines for Endeavour Mining in Burkina Faso and exploration projects in Mali, Ghana and Cote d'Ivoire. Mr. Coombs completed his undergraduate work at Memorial University in St. John's, Newfoundland, Canada earning a Bachelor of Commerce, followed by both C.M.A. and C.G.A designations. After working for Falconbridge for several years Mr. Coombs completed his MBA at Laurentian University in Sudbury, Ontario, Canada.

 Thomas Power - Director

 Mr. Power is President and CEO of Sunshine Minting, Inc. He also is Chairman of the Board of Sunshine Minting International (Shanghai) Co. Ltd which is a joint venture between Sunshine Minting, Inc. and Shanghai JinYuan Culture Development Co. Ltd., for the production of precious metal blanks and products in Shanghai, China.

 Mr. Power has over 30 years of experience in the precious metals and minting fields. He began his career in this field with Johnson Matthey Ltd., the Canadian division of Johnson Matthey PLC based in the United Kingdom. During his tenure with Johnson Matthey, Mr. Power held several key management positions in both Operations and Sales. Mr. Power has served as a Director of Star Gold since March 2015.

 TERM OF OFFICE

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

 SIGNIFICANT EMPLOYEES

 The Company has no employees.

 AUDIT COMMITTEE

 Star Gold Corp. is not a listed issuer and as such the Company's Board of Directors is not required to maintain a separately designated standing audit committee. However, the Company has voluntarily chosen to establish an auditcommittee that consists of directors Lindsay E. Gorrill and Paul Coombs. Although neither member of the audit committee is independent both have the requisite educational and professional background to be considered as financial experts.

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

 Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of the Company's equity securities (collectively, the "Reporting Persons"), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based on the Company's review it believes that all required reports of Reporting Persons were filed for the year ended April 30, 2023.

 ITEM 11.

 EXECUTIVE COMPENSATION.

 SUMMARY COMPENSATION TABLE

 The following table sets forth total compensation paid to or earned by the Company's named executive officers, as that term is defined in Item 402(a)(2) of Regulation S-X during the fiscal year ended April 30, 2023:

 Non-Qualified

 Non-Equity

 Deferred

 Stock

 Option

 Incentive Plan

 Compensation

 All other

 Salary

 Bonus (a)

 Awards

 Awards

 Compensation

 Earnings

 compensation

 Total

 (amounts in dollars)

 Lindsay Gorrill, Chairman

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 David Segelov, President and director

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 Kelly Stopher, Chief Financial Officer

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $ 30,000 (a)

 $

 30,000

 2022

 -

 -

 -

 -

 -

 -

 30,000 (a)

 30,000

 2021

 -

 -

 -

 -

 -

 30,000 (a)

 59,818

 Ronald Nilson, Director

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 11,927

 -

 -

 -

 11,927

 Paul Coombs, Director

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 Thomas Power, Director

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 2022

 -

 -

 -

 -

 -

 -

 -

 -

 2021

 -

 -

 -

 -

 -

 -

 (a)

 Mr. Stopher provides all services typical of an accounting department for a small company. Mr. Stopher's firm, Palouse Advisory Partners, LLC, is an independent contractor, with business management and consulting interests with other companies that are independent of the consulting agreement he currently has in place with the Company.

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

 As of April 30, 2023 the Company did not have any outstanding equity awards.

 EMPLOYMENT CONTRACTS

 None.

 ITEM 12.

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

 EQUITY COMPENSATION PLANS

 The Company has adopted its 2011 Stock Option/Restricted Stock Plan. See Note 10 to the Financial Statements in Item 8 for a discussion on the 2011 Plan and issuances of options pursuant to the 2011 Plan.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth certain information concerning the number of shares of the Company's common stock owned beneficially as of July 20, 2022 by: (i) each person (including any group) known to it to own more than five percent (5%) of any class of its voting securities, (ii) each of the Company's directors, (iii) each of the Company's named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 Amount and

 Name and Address of

 Nature of Beneficial

 Percentage of

 Title of Class

 Beneficial Owner

 Ownership

 Common Stock

 DIRECTORS AND EXECUTIVE OFFICERS

 Lindsay Gorrill

 34,906,222

 (1) (2)

 30.9

 %

 (2)

 Coeur d'Alene, ID (Chairman)

 David Segelov

 2,211,149

 2.3

 %

 (3)

 Bergenfield, NJ (President and Director)

 Kelly Stopher

 2,435,081

 2.5

 %

 (4)

 Spokane, WA (Chief Financial Officer)

 Thomas Power

 7,250,000

 7.4

 %

 (6)

 Henderson, NV (Director)

 Paul Coombs

 3,691,216

 3.8

 %

 (7)

 St. Johns, Newfoundland, Canada

 All Directors and Officers as a Group

 50,493,668

 42.6

 %

 (8)

 (1)

 Includes 19,316,222 common shares held directly by Chairman of the Board of Directors (Direct ownership) of which 3,441,779 common shares are held by the spouse of the Chairman of the Board of Directors; also includes convertible promissory note owned by an entity in which Gorrill and Coombs are control parties, convertible to 15,090,000 shares of common stock.

 (2)

 Gorrill: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 34,906,222 divided by (97,290,810 +500,000 + 15,090,000) = 30.9%

 (3)

 Segelov: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 2,211,149 divided by (97,290,810 +500,000 + 840,000) = 2.3%

 (4)

 Stopher: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 2,435,081 divided by (97,290,810+ 500,000 +1,230,000) = 2.5%

 (6)

 Power: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 7,250,000 divided by (97,290,810 + 500,000 + 625,000) = 7.4%

 (7)

 Coombs: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 3,691,216 divided by (97,290,810+ 500,000 + 840,000) = 3.8%

 (8)

 All officers and directors: Shares Beneficially owned divided by (Current common shares outstanding + Options owned + Convertible notes owned) = 50,493,668 divided by (97,290,810 + 2,500,000 + 118,415,810) = 42.6%

 Amount and Nature of

 Percentage of

 5% STOCKHOLDERS

 Beneficial Ownership

 Common Stock

 Lindsay Gorrill, Coeur d'Alene, ID

 34,906,222

 35.80

 %

 Thomas Power, Henderson, NV

 7,250,000

 7.40

 %

 Notes: Based on 97,290,810 shares of the Company's common stock issued and outstanding as of July 20, 2022, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2023.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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

 i.

 Any of the Company's directors or officers;

 ii.

 Any person proposed as a nominee for election as a director;

 iii.

 Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to the Company's outstanding shares of common stock;

 iv.

 Any of the Company's promoters; and

 v.

 Any relative or spouse of any of the foregoing persons who has the same house as such person.

 Director Independence

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

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit Fees

 The aggregate fees billed for the two most recently completed fiscal years ended April 30, 2023 and 2022, for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of the financial statements included the Company's Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 2023

 2023

 Audit fees

 $

 30,000

 $

 28,592

 Tax fees

 2,400

 2,125

 All other fees

 -

 -

 Total audit fees

 $

 32,400

 $

 30,717

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Exhibit

 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)

 10.3

 Property Option Agreement dated January 15, 2010 between Minquest, Inc., and Star Gold Corp. (3)

 10.4

 Amendment to Longstreet Property Option Agreement dated December 10, 2014 between Minquest, Inc. and Star Gold Corp. (3)

 10.5

 Amendment to Longstreet Property Option Agreement dated January 5, 2016 between Minquest, Inc. and Star Gold Corp. (3)

 10.6

 Option and Lease of Water Rights Agreement dated January 19, 2017 between Stone Cabin Company, LLC and Star Gold Corp. (3)

 10.7

 Option and Lease of Water Rights Agreement dated August 21, 2017 between High Test Hay, LLC and Star Gold Corp. (4)

 10.8

 2019 Amendment to Longstreet Property Option Agreement (5)

 10.9

 Gorrill Consulting Agreement (6)

 10.10

 Segelov Consulting Agreement (6)

 10.11

 Stopher Consulting Agreement (6)

 10.12

 Coombs Consulting Agreement (6)

 10.13

 Gorrill Convertible Note( 10)

 10.14

 Segelov Convertible Note (10)

 10.15

 Stopher Convertible Note (10)

 10.16

 Coombs Convertible Note (10)

 14.1

 Code of Ethics. (2)

 99.1

 Shareholder Letter January 23, 2017 (7)

 99.2

 Shareholder Letter March 20, 2018 (8)

 99.3

 Longstreet Property Press Release August 14, 2019 (5)

 99.4

 Shareholder Letter September 10, 2019 (9)

 Exhibit

 Description of Exhibits

 31.1

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

 31.2

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

 32.1

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

 32.2

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

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 (1)

 Filed with the SEC as an exhibit to the Company's Registration Statement on Form SB-2 originally filed on June 14, 2007, as amended.

 (2)

 Filed with the SEC on February 02, 2012 as an exhibit to Form 8-K.

 (3)

 Filed with the SEC, on July 22, 2019, as an exhibit to Form 10-K.

 (4)

 Filed with the SEC, on August 25, 2017, as an exhibit to Form 8-K.

 (5)

 Filed with the SEC, on August 14, 2019, as an exhibit to Form 8-K.

 (6)

 Filed with the SEC, on May 6, 2021, as an exhibit to Form 8-K.

 (7)

 Filed with the SEC, on January 25, 2017, as an exhibit to Form 8-K.

 (8)

 Filed with the SEC, on March 21, 2018, as an exhibit to Form 8-K.

 (9)

 Filed with the SEC, on September 11, 2019, as an exhibit to Form 8-K.

 (10)

 Filed with the SEC, on December 15, 2021, as an exhibit to Form 10-Q.

 (*)

 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

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

 Date:

 /s/ DAVID SEGELOV

 By:

 David Segelov

 President and Director

 (Principal Executive Officer)

 Date:

 /s/ KELLY J. STOPHER

 By:

 Kelly J. Stopher

 Chief Financial Officer and Corporate Secretary/Treasurer

 (Principal Financial Officer)

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

 Date:

 By:

 /s/ LINDSAY E. GORRILL

 Lindsay E. Gorrill

 Date:

 /s/ DAVID SEGELOV

 By:

 David Segelov

 Date:

 /s/ THOMAS J. POWER

 By:

 Thomas J. Power

 Date:

 /s/ PAUL B. COOMBS

 By:

 Paul B Coombs