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

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

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

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

In consideration for mining interests on several properties (see Note 4), the Company is obligated to issue a total of 350,000 stock options based on "fair market price" which is considered to be the closing price of the Company's common stock on the grant dates.

The Company has estimated the fair value of these option grants using the Black-Scholes model for the year ended April 30, 2012 with the following assumptions:


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

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

		For the six months ended October 31, 2012		For the year ended April 30, 2012
		Shares	Price (a)	Shares	Price (a)

Beginning balance outstanding		275,000	$0.36	200,000	$0.28
	Issued	-	-	75,000	0.56
	Expired	-	-	-	-
	Exercised	-	-	-	-
Ending balance outstanding		275,000	$0.36	275,000	$0.36

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

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

As per the agreement fully executed on October 3, 2012, in consideration for consulting and advisory services rendered, the Company is obligated to issue a total of 1,000 stock options based on 5 day variable weighted-average price (VWAP) at the end of each month of the associated consulting contract. The consultant options vest on the first day of the following month of service and are exercisable for a period of six months following the termination of the agreement. The Company has estimated the fair value of these option grants using the Black-Scholes model for the three months and six months ended October 31, 2012, with the following range of assumptions:


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

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

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

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

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

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

On June 18, 2012 the Board of Directors authorized the grant of 1,725,000 options to purchase shares of common stock of the Company to various directors, officers and consultants. The options have a strike price of $0.30 based on the closing price of the Company's common stock on the date of grant vesting over one year.

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

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

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

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

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

		Options Outstanding			Options Exercisable
Date of Grant		Shares	Price (a)	Life (b)	Shares	Price (a)

May 27, 2011		293,333	$0.90	8.83	220,000	$0.90
March 22, 2012		236,667	$0.78	9.65	78,905	$0.78
June 18, 2012		1,725,000	$0.30	9.89	862,500	$0.30
	Total options	2,255,000			1,161,405

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

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

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

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

	Shares		Weighted Average Exercise Price	Expiration Date

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

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

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

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

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

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

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

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

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

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

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

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

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

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