On April 30, 2012, the Company elected to convert all convertible debentures (Note 7) into 9,000,000 shares of the Company's common stock at the conversion price of $0.10 per share as per terms of the debenture agreement. The Company also elected to convert $22,276 of accrued interest associated with the debentures to 27,434 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of conversion.

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

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

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

		Shares		Weighted Average Exercise Price	Expiration Date

Outstanding at April 30, 2010		200,000	$	1.20
	Issued	40,000		3.00	November 15, 2012
	Exercised	(108,333)		(1.20)
	Expired	-
Outstanding at April 30, 2011		131,667	$	1.75
	Issued	9,000,000		0.15	February 17, 2013
	Exercised	(1,350,000)		0.15
	Expired	(91,667)		(1.20)
Outstanding at April 30, 2012		7,690,000	$	0.16

In consideration for mining interests on several properties (see Note 4), the Company is obligated to issue a total of 350,000 stock options based on "fair market price" which is considered to be the closing price of the Company's common stock on the grant dates. The Company has estimated the fair value of these option grants using the Black-Scholes model for the years ended April 30, 2012 and 2011 with the following assumptions:

	April 30,
	2012		2011

Options issued		75,000		75,000
Weighted average volatility		373.8%		288.3%
Expected dividends		-		-
Expected term (years)		3.00		3.0
Risk-free rate		2.5%		0.44%

The following is a summary of the Company’s options issued and outstanding in conjunction with certain mining interest agreements on several properties:

		Options		Weighted Average Exercise Price

Outstanding at April 30, 2010			125,000	$	0.30
	Issued		75,000		0.27
	Exercised		-		-
	Expired		-		-
Outstanding April 30, 2011			200,000		0.28
	Issued		75,000		0.56
	Exercised		-		-
	Expired		-		-
Outstanding April 30, 2012		$	275,000	$	0.36

Total mining interest cost capitalized under the issuance of options was $42,250 and $19,499 for the year ended April 30, 2012 and 2011, respectively. These costs are classified on the Company's balance sheets as mining interests.

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

Fiscal year ending April 30,	Stock Options

2013		75,000
2014		25,000
2015		25,000
2016		25,000
2017		25,000
		175,000

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

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

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

On May 30, 2011 the Board of Directors authorized the grant of 326,667 options to purchase shares of common stock of the Company to various directors, officers and consultants. On March 22, 2012, the Board of Directors authorized the grant of 236,667 options to purchase shares of the Company to various directors, officers and consultants. The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:


	May 30, 2011		March 22, 2012

Options issued		326,666		236,667
Weighted average volatility		276.1%		350.2%
Expected dividends		-		-
Expected term (years)		3.1		3.1
Risk-free rate		3.07%		0.56%

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

		Options		Weighted Average Exercise Price

Outstanding April 30, 2011			-		-
	Issued		563,333	$	0.84
	Exercised		-		-
	Expired or forfeited		(33,333)		0.90
Outstanding April 30, 2012		$	530,000	$	0.83

The total value of the stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of April 30, 2012, total unrecognized compensation cost related to stock-based options and awards is $283,551 and the related weighted average period over which it is expected to be recognized is approximately 2.42 years. There are 186,119 options vested under the Plan at April 30, 2012, and 343,881 unvested options as of the same date.

The average remaining contractual term of the options both outstanding and exercisable at April 30, 2012 was 9.44 years. No options were exercised during the year ended April 30, 2012.

Total compensation charged against operations under the plan for employees and consultants was $168,126 and $nil for the years ended April 30, 2012 and 2011, respectively. These costs are classified under management and administrative expense.

The aggregate intrinsic value of options both outstanding and exercisable at April 30, 2012, was $ nil based on the Company's closing price of $0.60 per common share at April 30, 2012. The Company's current policy is to issue new shares to satisfy option exercises.

On November 26, 2010, the Company completed a private placement with one individual to issue 240,000 common shares and 240,000 share purchase warrants at a price of $0.50 per unit. Each unit comprises of one common share and one share purchase warrant. The term of the warrant is for two years, and may be exercised at $0.75 during the first year and $1.00 during the third year. No commissions were paid and no registration rights have been granted.

On or about November 26, 2010 an individual exercised 650,000 share purchase warrants at $0.20 per share.

On November 1, 2010, the Company issued 25,000 shares of its common stock pursuant to the Longstreet Agreement. The shares were valued at $0.60 as of the date of the agreement based on the current market price of the Company's common stock.

On December 18, 2010, the Company issued 25,000 shares of its common stock pursuant to the Longstreet Agreement. The shares were valued at $0.28 as of the date of the agreement based on the current market price of the Company's common stock.

On September 1, 2011, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.36 per share or $9,000 which approximated fair value of the shares at the date of grant.

On October 1, 2011, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.36 per share or $9,000 which approximated fair value of the shares at the date of grant.

On November 1, 2011, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.36 per share or $9,000 which approximated fair value of the shares at the date of grant.

On December 1, 2011, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.36 per share or $9,000 which approximated fair value of the shares at the date of grant.

On January 1, 2012, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.36 per share or $9,000 which approximated fair value of the shares at the date of grant.

On February 1, 2012, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.96 per share or $22,500, representing the fair value of the shares at the date of grant.

On March 1, 2012, the Company issued 25,000 shares of common stock to one vendor in lieu of cash payment for services provided. These shares were valued at $0.75 per share or $18,750, representing the fair value of the shares at the date of grant.

On March 23, 2012, an entity exercised 1,000,000 share purchase warrants at $0.15 per share.

On April 12, 2012, an individual exercised 250,000 share purchase warrants at $0.15 per share.

On April 20, 2012, an individual exercised 100,000 share purchase warrants at $0.15 per share.