STOCK TITAN

Notifications

Limited Time Offer! Get Platinum at the Gold price until January 31, 2026!

Sign up now and unlock all premium features at an incredible discount.

Read more on the Pricing page

[10-Q] Star Gold Corp. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Star Gold Corp. (SRGZ) reported a quarterly net loss of $130,384 for the three months ended July 31, 2025, with no revenue. Operating expenses rose to $114,650, and interest expense to related parties was $15,734. Cash was $10,967 and the company reported a working capital deficit of $745,206. Stockholders’ deficit was $445,139 and total assets were $717,692, driven primarily by a $614,167 mining interest and an $89,400 reclamation bond.

Management states substantial doubt about the company’s ability to continue as a going concern, citing limited resources and ongoing losses. Financing during the quarter came from related-party promissory notes with $68,000 in proceeds; related-party convertible notes outstanding were $627,500. Potential dilution included 2.5 million options, 2.0 million warrants, and 32,198,382 shares from convertible notes and interest. The Longstreet drilling permit expired in December 2022 and the company plans to apply for an extension while advancing hydrology drilling, geochemical work and a plan of operations. Shares outstanding were 97,290,810 as of October 16, 2025.

Positive
  • None.
Negative
  • Substantial doubt about going concern due to limited cash, working capital deficit of $745,206, and continuing losses
  • Negative equity with stockholders’ deficit of $445,139 as of July 31, 2025

Insights

Going concern highlighted; liquidity reliant on related parties.

Star Gold posted a quarterly net loss of $130,384 with no revenue and ended the period with $10,967 in cash. The balance sheet shows a working capital deficit of $745,206 and a stockholders’ deficit of $445,139, indicating tight liquidity and negative equity.

The filing explicitly notes substantial doubt about the ability to continue as a going concern. Short-term funding relied on related-party promissory notes, providing $68,000 in the quarter, while related-party convertible notes remained at $627,500. Potential dilution includes options, warrants, and conversion of notes and accrued interest totaling 36,698,382 shares.

Near-term efforts focus on the Longstreet project: hydrology drilling, geochemical work, and planning toward permits. The prior drilling permit expired in December 2022. Actual progress depends on access to additional financing disclosed as necessary in future filings.

0001401835 Star Gold Corp. false --04-30 Q1 2026 0.001 0.001 10,000,000 10,000,000 0 0 0 0 0.001 0.001 1,000,000,000 1,000,000,000 97,290,810 97,290,810 97,290,810 97,290,810 0 0 12,000 89,400 627,500 0 0 0 0 0 0 0 0 0 0 2,500,000 0 0 false false false false 00014018352025-05-012025-07-31 xbrli:shares 00014018352025-10-16 thunderdome:item iso4217:USD 00014018352025-07-31 00014018352025-04-30 0001401835us-gaap:RelatedPartyMember2025-07-31 0001401835us-gaap:RelatedPartyMember2025-04-30 iso4217:USDxbrli:shares 00014018352024-05-012024-07-31 0001401835us-gaap:RelatedPartyMember2025-05-012025-07-31 0001401835us-gaap:RelatedPartyMember2024-05-012024-07-31 0001401835us-gaap:CommonStockMember2024-04-30 0001401835us-gaap:AdditionalPaidInCapitalMember2024-04-30 0001401835us-gaap:RetainedEarningsMember2024-04-30 00014018352024-04-30 0001401835us-gaap:CommonStockMember2024-05-012024-07-31 0001401835us-gaap:AdditionalPaidInCapitalMember2024-05-012024-07-31 0001401835us-gaap:RetainedEarningsMember2024-05-012024-07-31 0001401835us-gaap:CommonStockMember2024-07-31 0001401835us-gaap:AdditionalPaidInCapitalMember2024-07-31 0001401835us-gaap:RetainedEarningsMember2024-07-31 00014018352024-07-31 0001401835us-gaap:CommonStockMember2025-04-30 0001401835us-gaap:AdditionalPaidInCapitalMember2025-04-30 0001401835us-gaap:RetainedEarningsMember2025-04-30 0001401835us-gaap:CommonStockMember2025-05-012025-07-31 0001401835us-gaap:AdditionalPaidInCapitalMember2025-05-012025-07-31 0001401835us-gaap:RetainedEarningsMember2025-05-012025-07-31 0001401835us-gaap:CommonStockMember2025-07-31 0001401835us-gaap:AdditionalPaidInCapitalMember2025-07-31 0001401835us-gaap:RetainedEarningsMember2025-07-31 0001401835us-gaap:EmployeeStockOptionMember2025-05-012025-07-31 0001401835us-gaap:EmployeeStockOptionMember2024-05-012024-07-31 0001401835us-gaap:ConvertibleDebtSecuritiesMember2025-05-012025-07-31 0001401835us-gaap:ConvertibleDebtSecuritiesMember2024-05-012024-07-31 0001401835us-gaap:WarrantMember2025-05-012025-07-31 0001401835us-gaap:WarrantMember2024-05-012024-07-31 0001401835srgz:LongstreetPropertyMember2025-07-31 0001401835srgz:LongstreetPropertyMember2025-04-30 0001401835srgz:GreatBasinResourceIncMembersrgz:OneHalfGreatBasins30NetSmelterRoyaltyMembersrgz:LongstreetPropertyMember2020-08-24 0001401835srgz:GreatBasinResourceIncMembersrgz:LongstreetPropertyMember2020-08-24 0001401835srgz:GreatBasinResourceIncMembersrgz:LongstreetPropertyMember2025-05-012025-07-31 0001401835srgz:GreatBasinResourceIncMembersrgz:LongstreetPropertyMember2024-05-012024-07-31 0001401835srgz:UnitedStatesDepartmentOfAgricultureForestServiceMember2025-07-31 0001401835srgz:UnitedStatesDepartmentOfAgricultureForestServiceMember2025-04-30 0001401835srgz:ConvertiblePromissoryNotesMemberus-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2021-11-30 0001401835srgz:PromissoryNote1Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-05-29 0001401835srgz:PromissoryNote1Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-05-292025-05-29 xbrli:pure 0001401835srgz:PromissoryNote2Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-05-29 0001401835srgz:PromissoryNote2Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-05-292025-05-29 0001401835srgz:PromissoryNote3Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-12 0001401835srgz:PromissoryNote3Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-122025-06-12 0001401835srgz:PromissoryNote4Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-25 0001401835srgz:PromissoryNote4Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-252025-06-25 0001401835srgz:PromissoryNote5Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-30 0001401835srgz:PromissoryNote5Memberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-06-302025-06-30 0001401835srgz:PromissoryNoteMemberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-07-31 0001401835srgz:PromissoryNoteMemberus-gaap:NotesPayableOtherPayablesMemberus-gaap:RelatedPartyMember2025-04-30 0001401835srgz:ConvertiblePromissoryNotesMemberus-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2025-07-31 0001401835srgz:ConvertiblePromissoryNotesMemberus-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2025-04-30 0001401835srgz:ConvertiblePromissoryNotesMemberus-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2025-05-012025-07-31 0001401835srgz:ConvertiblePromissoryNotesMemberus-gaap:ConvertibleDebtMemberus-gaap:RelatedPartyMember2024-05-012024-07-31 0001401835srgz:ConsultingAgreementMembersrgz:ThreeExecutivesMember2021-12-01 0001401835srgz:ConsultingAgreementMembersrgz:OneExecutiveMember2021-12-01 0001401835srgz:ConsultingAgreementMembersrt:ManagementMember2021-12-01 0001401835srgz:ConsultingAgreementMembersrt:ManagementMember2025-05-012025-07-31 0001401835srgz:ConsultingAgreementMembersrt:ManagementMember2024-05-012024-07-31 0001401835srgz:WarrantsIssuedForFutureServicesMember2021-10-312021-10-31 0001401835srgz:WarrantsIssuedForFutureServicesMember2021-10-31 0001401835srgz:WarrantsIssuedForFutureServicesMemberus-gaap:SubsequentEventMember2025-09-252025-09-25 0001401835srgz:WarrantsIssuedForFutureServicesMemberus-gaap:SubsequentEventMember2025-09-25 00014018352024-11-012025-01-31 00014018352024-05-012025-01-31 0001401835srgz:The2011StockOptionPlanMember2025-05-012025-07-31 0001401835srgz:The2011StockOptionPlanMember2024-05-012024-07-31 0001401835srgz:The2011StockOptionPlanMember2025-07-31 0001401835srgz:The2011StockOptionPlanMember2025-04-30 utr:Y 0001401835srgz:PromissoryNote1Memberus-gaap:NotesPayableOtherPayablesMembersrt:PresidentMemberus-gaap:SubsequentEventMember2025-08-07 0001401835srgz:PromissoryNote1Memberus-gaap:NotesPayableOtherPayablesMembersrt:PresidentMemberus-gaap:SubsequentEventMember2025-08-072025-08-07 0001401835srgz:PromissoryNote2Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-08-12 0001401835srgz:PromissoryNote2Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-08-122025-08-12 0001401835srgz:PromissoryNote3Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-09-19 0001401835srgz:PromissoryNote3Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-09-192025-09-19 0001401835srgz:PromissoryNote4Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-09-29 0001401835srgz:PromissoryNote4Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-09-292025-09-29 0001401835srgz:PromissoryNote5Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-10-14 0001401835srgz:PromissoryNote5Memberus-gaap:NotesPayableOtherPayablesMembersrt:ChiefFinancialOfficerMemberus-gaap:SubsequentEventMember2025-10-142025-10-14
 
 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

Quarterly Report Pursuant to Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the quarterly period ended July 31, 2025

 

Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-52711

 

STAR GOLD CORP.

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

 

Nevada

27-0348508

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

174 E Neider Ave, #122
Coeur dAlene, Idaho
(Address of principal executive office)

83815

(Postal Code)

 

(208) 664-5066

(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Shares

SRGZ

OTCQB

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes ☒ No ☐

 

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No ☒

 

As of October 16th , 2025 there were 97,290,810 shares of registrant’s common stock, $0.01 par value, issued and outstanding.

 

Page 1 of 23

 

 

 

Contents

 

PART I - FINANCIAL INFORMATION

3

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

11

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

19

ITEM 4.

CONTROLS AND PROCEDURES

20

PART II - OTHER INFORMATION

20

ITEM 1.

LEGAL PROCEEDINGS.

20

ITEM 1A.

RISK FACTORS

20

ITEM 2.

RECENT SALES OF UNREGISTERED SECURITIES.

20

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

20

ITEM 4.

MINE SAFETY DISCOSURES.

20

ITEM 5.

OTHER INFORMATION

20

ITEM 6.

EXHIBITS

21

 

Page 2 of 23

 

PART I - FINANCIAL INFORMATION

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

STAR GOLD CORP.

CONDENSED INTERIM BALANCE SHEETS (UNAUDITED)

 

  

July 31, 2025

  

April 30, 2025

 

ASSETS

        

CURRENT ASSETS:

        

Cash and cash equivalents

 $10,967  $11,374 

Other current assets

  3,158   4,417 

TOTAL CURRENT ASSETS

  14,125   15,791 

MINING INTEREST (NOTE 4)

  614,167   602,167 

RECLAMATION BOND (NOTE 4)

  89,400   89,400 

TOTAL ASSETS

 $717,692  $707,358 

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

        

CURRENT LIABILITIES:

        

Accounts payable and accrued liabilities

 $145,592  $88,606 

Accrued interest, related parties

  136,239   120,507 

Current portion, promissory notes, related parties

  15,000   15,000 

Current portion, convertible promissory notes, related parties

  462,500   462,500 

TOTAL CURRENT LIABILITIES

  759,331   686,613 

LONG TERM LIABILITIES:

        

PROMISSORY NOTES, RELATED PARTIES (NOTE 5)

  238,500   170,500 

CONVERTIBLE PROMISSORY NOTES, RELATED PARTIES (NOTE 5)

  165,000   165,000 
         

TOTAL LIABILITIES

  1,162,831   1,022,113 

COMMITMENTS AND CONTINGENCIES (NOTES 4 and 5)

  -    -  

STOCKHOLDERS’ EQUITY (DEFICIT)

        

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

  97,291   97,291 

Additional paid-in capital

  12,702,879   12,702,879 

Accumulated deficit

  (13,245,309)  (13,114,925)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

  (445,139)  (314,755)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

 $717,692  $707,358 

 

 

 

 

 

 

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

 

Page 3 of 23

 

 

STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

 

  

Three months ended July 31,

 
  

2025

  

2024

 

OPERATING EXPENSES

        

Mineral exploration expense

 $30,866  $33,389 

Pre-development expense

  13,989   - 

Legal and professional fees

  42,366   34,664 

Management and administrative

  27,429   19,256 

TOTAL OPERATING EXPENSES

  114,650   87,309 

LOSS FROM OPERATIONS

  (114,650)  (87,309)

OTHER INCOME (EXPENSE)

        

Interest expense, related parties

  (15,734)  (12,128)

TOTAL OTHER INCOME (EXPENSE)

  (15,734)  (12,128)

NET LOSS BEFORE INCOME TAXES

  (130,384)  (99,437)

Provision for income taxes

  -   - 

NET LOSS

 $(130,384) $(99,437)

Basic and diluted loss per share

 

$Nil

  

$Nil

 

Basic and diluted weighted average number shares outstanding

  97,290,810   97,290,810 

 

 

 

 

 

 

 

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

 

Page 4 of 23

 

 

STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

For the three months ended July 31, 2025 and 2024

 

  

Common Stock

  

Additional

      

Total

 
  

Shares

  

Par Value

  

Paid-in

  

Accumulated

  

Stockholders’

 
  

Issued

  

$.001 per

share

  

Capital

  

Deficit

  

Equity

(Deficit)

 

BALANCE, April 30, 2024

  97,290,810  $97,291  $12,702,879  $(12,857,539) $(57,369)

Net loss

  -   -   -   (99,437)  (99,437)

BALANCE, July 31, 2024

  97,290,810   97,291  $12,702,879  $(12,956,976) $(156,806)
                     

BALANCE, April 30, 2025

  97,290,810  $97,291  $12,702,879  $(13,114,925) $(314,755)

Net loss

  -   -   -   (130,384)  (130,384)

BALANCE, July 31, 2025

  97,290,810   97,291  $12,702,879  $(13,245,309) $(445,139)

 

 

 

 

 

 

 

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

 

Page 5 of 23

 

 

STAR GOLD CORP.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

 

  

Three months ended

 
  

July 31, 2025

  

July 31, 2024

 

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net loss

 $(130,384) $(99,437)

Changes in operating assets and liabilities:

        

Other current assets

  1,259   472 

Accounts payable and accrued liabilities

  56,986   68,069 

Accrued interest, related parties

  15,732   12,128 

Net cash used by operating activities

  (56,407)  (18,768)

CASH FLOWS FROM INVESTING ACTIVITIES:

        

Payments for mining interests

  (12,000)  (12,000)

Net cash used by investing activities

  (12,000)  (12,000)

CASH FLOWS FROM FINANCING ACTIVITIES:

        

Proceeds from promissory notes payable, related parties

  68,000   40,000 

Net cash provided by financing activities

  68,000   40,000 

Net increase (decrease) in cash and cash equivalents

  (407)  9,232 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

  11,374   5,168 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $10,967  $14,400 

 

 

 

 

 

 

 

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

 

Page 6 of 23

 

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

JULY 31, 2025


 

 

 

 

NOTE 1 NATURE OF OPERATIONS

 

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

 

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

 

 

 

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. The condensed balance sheet at  April 30, 2025 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Operating results for the three-month period ended  July 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending April 30, 2026.

 

These unaudited condensed interim financial statements have been prepared by management in accordance with generally accepted accounting principles used in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2025 filed with the Securities and Exchange Commission on September 10, 2025.

 

The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to U.S. GAAP and have been consistently applied in the preparation of the financial statements.

 

Going Concern

 

As shown in the accompanying financial statements, the Company has incurred operating losses since inception. As of July 31, 2025, the Company has limited financial resources with which to achieve the objectives and obtain profitability and positive cash flows. As shown in the accompanying condensed balance sheet as of July 31, 2025, the Company has an accumulated deficit of $13,245,309.  On  July 31, 2025, the Company's working capital deficit was $745,206. The lack of sufficient working capital to meet current obligations, continuing losses and ongoing cash used by operating activities raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Achievement of the Company’s objectives will depend on the ability to obtain additional financing, to locate profitable mining properties and generate revenue from current and planned business operations, and control costs. The Company plans to fund its future operations by joint venturing or obtaining additional financing from investors and/or lenders.

 

Financial Instruments 

 

The Company's financial instruments include cash and cash equivalents, reclamation bonds, promissory notes related parties and convertible promissory notes, related parties.

 

Cash and cash equivalents, reclamation bonds, promissory notes, related parties and convertible promissory notes, related parties are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at July 31, 2025.

 

New Accounting Pronouncements

 

Accounting Standards Updates Adopted

 

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The Company adopted this update on May 1, 2025. The adoption is not expected to have a significant impact on our financial statements and disclosures.

 

In  November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after  December 15, 2026, and interim periods within fiscal years beginning after  December 15, 2027, with early adoption permitted, and  may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine the impact on its financial statements and disclosures.

 

Page 7 of 23

 

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

 

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, convertible promissory notes including accrued interest and warrants.

 

The outstanding securities on  July 31, 2025 and 2024 that could have a dilutive effect are as follows:

 

  

July 31, 2025

  

July 31, 2024

 

Stock options

  2,500,000   3,435,000 

Convertible promissory notes and accrued interest, related parties

  32,198,382   30,131,043 

Warrants

  2,000,000   2,000,000 

Total Possible Dilution

  36,698,382   35,566,043 

 

For the three-months ended July 31, 2025 and 2024, respectively, the effect of the Company’s outstanding stock options, convertible promissory notes and accrued interest, related parties and warrants would have been anti-dilutive and so are excluded in the calculation of diluted EPS.

 

 

 

NOTE 4 MINING INTEREST

 

The following is a summary of the Company’s equipment and mining interest on  July 31, 2025 and April 30, 2025.

 

  

July 31, 2025

  

April 30, 2025

 

Mining interest - Longstreet

  614,167   602,167 

Total

 $614,167  $602,167 

 

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

 

On August 24, 2020, the Company executed an amendment which grants the Company the option, to be exercised no later than six (6) 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. For the three months ended July 31, 2025 and 2024, respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.

 

At July 31, 2025 and April 30, 2025, 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.

 

Page 8 of 23

 

 

 

NOTE 5 RELATED PARTY TRANSACTIONS

 

The following is a summary of the Company's Promissory notes, related parties and convertible promissory notes, related parties as of  July 31, 2025:

 

The Company negotiated to extend the maturity date of convertible promissory notes due to various officers and directors dated November 30, 2021, in the aggregate amount of $150,000, to April 30, 2026].

 

On May 29, 2025, The Company entered into a promissory note with the Company’s President in the amount of $5,000. The promissory note has a maturity date of May 29, 2028. The note accrues interest at 8% per annum.

 

On May 29, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $5,000. The promissory note has a maturity date of May 29, 2028. The note accrues interest at 8% per annum.

 

On June 12, 2025, The Company entered into a promissory note with the Company’s President in the amount of $5,000. The promissory note has a maturity date of June 12, 2028. The note accrues interest at 8% per annum.

 

On June 26, 2025, The Company entered into a promissory note with the Company’s President in the amount of $18,000. The promissory note has a maturity date of June 26, 2028. The note accrues interest at 8% per annum.

 

On June 30, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $35,000. The promissory note has a maturity date of June 30, 2028. The note accrues interest at 8% per annum.

 

At July 31, 2025 and April 30, 2025, respectively, the principal balance of the promissory notes, related parties is $253,500 and $185,500. As of July 31, 2025 and April 30, 2025, accrued interest on the promissory notes, related parties is $16,762 and $12,453, respectively, which is included in "Accrued interest, related parties" on the balance sheet.

 

At July 31, 2025 and April 30, 2025, the principal balance of the convertible promissory notes, related parties is $627,500. At July 31, 2025 and April 30, 2025, the balance of accrued interest due to related parties from convertible promissory notes is $119,477 and $108,054, respectively, which is included in “Accrued interest, related parties” on the balance sheet. Principal and accrued interest on convertible promissory notes, related parties is convertible to 32,198,382 and 31,681,653 shares of Company common shares at July 31, 2025 and April 30, 2025, respectively.

 

For the three months ended July 31, 2025 and 2024, the Company recognized interest expense, related parties of $15,734 and $12,128, respectively.

 

Page 9 of 23

 

STAR GOLD CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

Consulting agreements

 

Effective  December 1, 2021, three executives are to be paid $1 annual compensation and one executive will be paid $2,500 per month, each agreement is for a two-year period, automatically renewable annually thereafter. Each executive is eligible to receive a bonus payable of $108,000 upon a change of control.

 

For the three months ended July 31, 2025 and 2024, the Company recognized $7,500 and $7,500, respectively, in management and administrative expense under the consulting agreements.

 

 

 

NOTE 6 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, on September 25th, 2025 to 2,500,000 warrants with an exercise price of $0.02. The expiration date of these warrants was amended to November 16th, 2025 (see Note 8).

 

No warrants were issued, exercised, expired or forfeited during the three months ended July 31, 2025 or 2024.

 

 

 

NOTE 7 STOCK OPTIONS

 

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 individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.

 

No options were issued, exercised, expired or forfeited under the Stock Option Plan during the three-months ended  July 31, 2025 or 2024.

 

The total value of stock option awards is expensed ratably over the vesting period of the employees receiving the awards. At July 31, 2025 and April 30, 2025, the Company had 2,500,000 vested and outstanding options. As of  July 31, 2025 and April 30, 2025, respectively, there was no unrecognized compensation cost related to stock-based options and awards.  As of July 31, 2025, the remaining average term of the 2011 Plan option grants was 0.75 years.  As of July 31, 2025, the weighted average exercise price of the options issued under the 2011 plan was $0.06

 

The aggregate intrinsic value of all options vested and exercisable at July 31, 2025, was $Nil based on the Company’s closing price of $0.0071 per common share at July 31, 2025. The Company’s current policy is to issue new shares to satisfy option exercises.

 

 

 

NOTE 8 SUSEQUENT EVENTS

 

On September 9 the Chief Financial Officer of the Company, Kelly Stopher resigned and the Chairman of the Company, Lindsay Gorrill resumed that role. See Form 8K filed on this subject.

 

The 2,000,000 warrants with an exercise price of $0.0442 were amended on September 25, 2025 to 2,500,000 warrants with an exercise price of $0.02. The expiration date of these warrants was changed to November 16, 2025.

 

On August 7, 2025, The Company entered into a promissory note with the Company’s President in the amount of $10,000. The promissory note has a maturity date of August 7, 2028. The note accrued interest at 8% per annum.

 

On August 12, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $20,000. The promissory note has a maturity date of August 12, 2028. The note accrued interest at 8% per annum.

 

On September 19, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $10,000. The promissory note has a maturity date of September 19, 2028. The note accrued interest at 8% per annum.

 

On September 29, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $20,000. The promissory note has a maturity date of September 29, 2028. The note accrued interest at 8% per annum.

 

On October 14, 2025, The Company entered into a promissory note with the Chief Financial Officer/Chairman of the board in the amount of $10,000. The promissory note has a maturity date of October 14, 2028. The note accrued interest at 8% per annum.

 

Page 10 of 23

 

 

ITEM 2.

MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

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

 

 

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

   

 

 

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

   

 

 

Risks related to environmental concerns;

   

 

 

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

   

 

 

Risks related to mineral exploration and development activities;

   

 

 

Risks related to mineral estimates;

   

 

 

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

   

 

 

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

   

 

 

Risks related to the competitive industry of mineral exploration;

   

 

 

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

   

 

 

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

   

 

 

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

   

 

 

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 “Management’s Discussion and Analysis” of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

 

Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.

 

Certain statements contained in this Quarterly Report on Form 10-Q constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include the Company’s expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Quarterly Report.

 

Page 11 of 23

 

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Star Gold,” and the “Company”, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated. Management’s Discussion and Analysis is intended to be read in conjunction with the Company’s financial statements and the integral notes (“Notes”) thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending April 30, 2025. The following statements may be forward-looking in nature and actual results may differ materially.

 

Corporate Background

 

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

 

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

 

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

 

Overview of Mineral Exploration and Current Operations

 

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

 

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

 

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

 

Page 12 of 23

 

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

 

Property name

Longstreet

Third parties

Great Basin Resources, Inc. and Clifford

Number of claims

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

Acres (approx.)

2,500

Agreements/Royalties

 
 

Royalties

3% Net Smelter Royalty (“NSR”)

 

Annual advance royalty payment

$12,000

 

 

(1)

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

     
 

(2)

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

     
 

(3)

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

     
 

(4)

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

 

Compliance with Government Regulations

 

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

 

United States

 

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

 

Land Ownership and Mining Rights.

 

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

 

Mining Operations

 

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

 

Page 13 of 23

 

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

 

Environmental Law

 

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

 

Competition

 

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

 

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

 

Office and Other Facilities

 

Star Gold Corp. currently maintains its administrative offices at 174 E Neider Ave, #122, Coeur d’Alene, ID 83815. 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 Quarterly Report on Form 10-Q. Star Gold Corp. conducts business largely through independent contractor agreements with consultants.

 

Research and Development Expenditures

 

The Company has not incurred any research expenditures since incorporation.

 

Reports to Security Holders

 

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

 

Page 14 of 23

 

SELECTED FINANCIAL DATA.

 

   

Three months ended

 
   

July 31, 2025

   

July 31, 2024

 

Revenues

  $ -     $ -  

Total operating expenses

    114,650       87,309  

Loss from operations

    (114,650 )     (87,309 )

Other income (expense)

    (15,734 )     (12,128 )

NET LOSS

  $ (130,384 )   $ (99,437 )
                 

Weighted average shares of common stock (basic and diluted)

    97,290,810       97,290,810  
                 

Income (loss) per share (basic and diluted)

 

Nil

   

Nil

 

 

BALANCE SHEET INFORMATION

 

   

July 31, 2025

   

April 30, 2025

 

Working capital (deficit)

  $ (745,206 )   $ (670,822 )

Total assets

    717,692       707,358  

Accumulated deficit

    13,245,309       13,114,925  

Stockholders’ equity (deficit)

    (445,139 )     (314,755 )

 

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.

 

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, 2026, 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.

 

Page 15 of 23

 

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

 

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

 

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

 

RESULTS OF OPERATIONS

 

   

For the three months ended

                 
   

July 31, 2025

   

July 31, 2024

   

$ Change

   

Pct. Change

 
                                 

Mineral exploration expense

  $ 30,866     $ 33,389     $ (2,523 )     (7.6 )%

Pre-development expense

    13,989       0       11,465       454.2 %

Legal and professional fees

    42,366       34,664       30,709       263.4 %

Management and administrative

    27,429       19,256       5,259       23.7 %

Interest expense, related party

    15,734       12,128       4,185       36.2 %
                                 

Total

  $ 130,384     $ 99,437     $ 48,693       59.6 %

 

The Company earned no operating revenue in  2025 or 2024 and does not anticipate earning any operating revenues in the near future. Star Gold Corp. is an exploration 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 three months ended July 31, 2025 of $130,384  increased by $30,947 from the 2024 total net loss of $99,437.

 

Page 16 of 23

 

Mineral exploration expense

 

   

For the three months ended

                 
   

July 31, 2025

   

July 31, 2024

   

$ Change

   

Pct. Change

 

Claims

    30,866       33,389       (2,523 )     (7.6 )%

Total mineral exploration expense

  $ 30,866     $ 33,389     $ (2,523 )     (7.6 )%

 

Mineral exploration expense for the three months ended July 31, 2025 of $30,866 decreased  $2,523 from 2024 mineral exploration expense of $33,389.  Aside from annual claims payments, there was no additional mineral exploration expense for the three months ended July 31, 2025 and 2024, respectively.  There were no exploration expenses for the three months ended  July 31, 2025 and 2024. 

 

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

 

Pre-development expense

 

   

For the three months ended

                 
   

July 31, 2025

   

July 31, 2024

   

$ Change

   

Pct. Change

 

Field expense

  $ 2,646     $ -     $ 2,646       N/A  

Permits and fees

    300       -       300       N/A  

Technical Consultants

    11,043       -       11,043       N/A  

Total pre-development expense

  $ 13,989     $ -     $ 13,989       -  

 

Pre-development expense for the three months ended July 31, 2025 of $13,989 increased $13,989 from 2024 pre-development expense of $Nil.

 

Page 17 of 23

 

Legal and professional fees

 

   

For the three months ended

                 
   

July 31, 2025

   

July 31, 2024

   

$ Change

   

Pct. Change

 

Audit and accounting

  $ 25,000     $ 24,090     $ 910       3.8 %

Legal fees

    3,914       6,121       (2,207 )     (36 )%

Public company expense

    13,452       4,375       9,077       207 %

Investor relations

    -       78       (78 )     (100.0 )%

Total legal and professional fees

  $ 42,366     $ 34,664     $ 7,702       22 %

 

There are no pending legal issues or contingencies as of July 31, 2025.

 

Legal and professional fees of $42,366 for the three months ended July 31, 2025   increased by $7,702 compared to the three months ended July 31, 2024 expense of $34,664. The increase is primarily related to additional cost related to filing fees and software.  

 

Management and administrative expense

 

   

For the three months ended

                 
   

July 31, 2025

   

July 31, 2024

   

$ Change

   

Pct. Change

 

General administrative and insurance

    11,155       11,128       27       (0.2 )%

Management fees and payroll

    7,500       7,500       -       0.0 %

Advertising and promotion

    8,090       -       8,090       N/A  

Office and computer expense

    590       531       59       11 %

Travel

    -       -       -       N/A  

Telephone and utilities

    94       97       (3 )     (3 )%

Total

  $ 27,429     $ 19,256     $ 8,173       42.4 %

 

Management fees were accrued during the three- and nine-months ended July 31, 2025 and 2024, but not paid. 

 

Total management and administrative expense increased by $8,173 for the three months ended July 31, 2025 to $27,429 compared to $19,256 for the three months ended July 31, 2024.

 

Page 18 of 23

 

LIQUIDITY AND FINANCIAL CONDITION

 

WORKING CAPITAL

 

   

July 31, 2025

   

April 30, 2025

 

Current assets

  $ 14,125     $ 15,791  

Current liabilities

    759,331       686,613  

Working capital

  $ (745,206 )   $ (670,822 )

 

CASH FLOWS

 

   

Three months ended

 
   

July 31, 2025

   

July 31, 2024

 

Cash flow used by operating activities

  $ (56,407 )   $ (18,768 )

Cash flow used by investing activities

    (12,000 )     (12,000 )

Cash flow provided by financing activities

    68,000       40,000  

Net decrease in cash during period

  $ (407 )   $ 9,232  

 

As of July 31, 2025, the Company had cash on hand of $10,967. 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. The lack of sufficient working capital to meet current obligations, continuing losses and ongoing cash used by operating activities raises substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

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

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS

 

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

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

Page 19 of 23

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures

 

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the President and Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.

 

Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

 

PEO and PFO Certifications

 

Appearing immediately following the Signatures section of this report there are Certifications of the PEO and the PFO. The Certifications are required in accordance with Section 03 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). The Items of this report which you are currently reading is the information concerning the Evaluation referred to in Section 302 Certifications and this information should be read in conjunction with Section 302 Certifications for a more complete understanding of the topics presented.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes during the quarter ended July 31, 2025 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

 

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS.

 

Star Gold Corp. is not a party to any material legal proceedings, and, to Management’s knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of the Company’s securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation.

 

ITEM 1A.

RISK FACTORS.

 

There have been no material changes from the risk factors as previously disclosed in the Company’s Form 10-K for the year ended April 30, 2025 which was filed with the SEC on September 10th, 2025.

 

ITEM 2.

RECENT SALES OF UNREGISTERED SECURITIES.

 

For the three months ended July 31, 2025, the Company sold no common stock.

 

During the three months ended July 31, 2025, 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 3.

DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4.

MINE SAFETY DISCOSURES.

 

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.

 

 

ITEM 5.

OTHER INFORMATION.

 

None

 

Page 20 of 23

 
 

ITEM 6.

EXHIBITS.

 

Exhibit

 

Number

Description of Exhibits

 

 

3.1

Articles of Incorporation.(1)

 

 

3.2

Bylaws, as amended.(1)

 

 

4.1

Form of Share Certificate.(1)

 

 

10.1

Purchase Agreement dated June 22, 2004 between Guy R. Delorme and Star Gold Corp.(1)

 

 

10.2

Declaration of Trust executed by Guy R. Delorme.(1)

 

 

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)

 

 

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) 

 

Page 21 of 23

 

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*

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

 

 

101.SCH*

Inline XBRL Taxonomy Extension Schema Document

 

 

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

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

(9)

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

(*)

XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

 

Page 22 of 23

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     

STAR GOLD CORP.

       
       

Date:

October 28, 2025

By:

/s/ DAVID SEGELOV

     

President

     

(Principal Executive Officer)

       

Date:

October 28, 2025

 

/s/ LINDSAY E. GORRILL

   

By:

Lindsay E. Gorrill

     

Chief Financial Officer and Secretary

     

(Principal Financial Officer)

 

Page 23 of 23

FAQ

What was Star Gold (SRGZ)’s net loss for the quarter?

Net loss was $130,384 for the three months ended July 31, 2025.

How much cash did SRGZ have at quarter end?

Cash and cash equivalents were $10,967 as of July 31, 2025.

Did Star Gold generate any revenue in the quarter?

No. The company reported no revenue for the period.

What is Star Gold’s working capital position?

Working capital was a deficit of $745,206 as of July 31, 2025.

What related-party debt is outstanding?

Related-party convertible promissory notes totaled $627,500 in principal at July 31, 2025.

How many shares are outstanding for SRGZ?

There were 97,290,810 common shares outstanding as of October 16, 2025.

What are the key plans for the Longstreet project?

Plans include hydrology drilling, geochemical work, and developing a plan of operations toward permitting.
Star Gold

OTC:SRGZ

SRGZ Rankings

SRGZ Latest News

SRGZ Latest SEC Filings

SRGZ Stock Data

729.68k
67.92M
30.19%
0.02%
Other Precious Metals & Mining
Basic Materials
Link
United States
Coeur d'Alene