{"url_path":"/sec/srgz/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1401835/0001437749-26-024054-index.html","accession_number":"0001437749-26-024054","cik":"0001401835","ticker":"SRGZ","issuer_name":"Star Gold Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1401835/0001437749-26-024054-index.html","primary_entity_key":"0001401835","primary_entity_name":"Star Gold Corp."},"word_count":6103,"has_tables":true,"body_markdown":"**ITEM 8.**\n\n**FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**\n\n \n\nIndex to Financial Statements:\n\n \n\nAudited financial statements as of April 30, 2026, including:\n\n \n\n[34](#pcaob444)\n\n[Reports of Independent Registered Public Accounting Firm (PCAOB ID:444);](#pcaob444)\n\n[35](#pcaob3627)\n\n[Reports of Independent Registered Public Accounting Firm (PCAOB ID:3627);](#pcaob3627)\n\n[36](#balance_sheets)\n\n[Balance Sheets as of April 30, 2026 and 2025;](#balance_sheets)\n\n[37](#statementofopps)\n\n[Statements of Operations for the years ended April 30, 2026 and 2025;](#statementofopps)\n\n[38](#equity)\n\n[Statement of Changes in Stockholders’ Equity (Deficit) for the years ended April 30, 2026 and 2025;](#equity)\n\n[39](#cashflows)\n\n[Statements of Cash Flows for the years ended April 30, 2026 and 2025;](#cashflows)\n\n[40](#notes)\n\n[Notes to Financial Statements.](#notes)\n\n \n\nPage 33\n\n[Table of Contents](#toc)\n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the shareholders and the board of directors of Star Gold Corp.\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheet of Star Gold Corp. (“the Company”) as of April 30, 2026 and the related statements of operations, changes in stockholders’ equity(deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2026 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.\n\n \n\n**Critical Audit Matters**\n\n \n\nCritical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n*/s/ Sadler, Gibb & Associates, LLC*\n\n \n\nWe have served as the Company’s auditor since 2026.\n\n \n\nSpokane, Washington\n\nJuly 22, 2026\n\n \n\nPage 34\n\n[Table of Contents](#toc)\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nTo the shareholders and the board of directors of Star Gold Corp.\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying balance sheet of Star Gold Corp. (“the Company”) as of April 30, 2025 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2025 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**The Company**’**s Ability to Continue as a Going Concern**\n\n \n\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited working capital and an accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.\n\n \n\n**Critical Audit Matters**\n\n \n\nCritical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n*/s/ Assure CPA, LLC*\n\n \n\nWe have served as the Company’s auditor since 2011.\n\n \n\nSpokane, Washington\n\nSeptember 8, 2025\n\n \n\nPage 35\n\n[Table of Contents](#toc)\n\n \n\n \n\n**STAR GOLD CORP.**\n\n**BALANCE SHEETS**\n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\n**ASSETS**\n ** **** **** ** ** **** **** **\n\nCURRENT ASSETS\n        \n\nCash and cash equivalents\n $1,931,209  $11,374 \n\nOther current assets (NOTE 5)\n  216,962   4,417 \n\nTOTAL CURRENT ASSETS\n  2,148,171   15,791 \n\nMINING INTEREST (NOTE 4)\n  614,167   602,167 \n\nRECLAMATION BOND\n  89,400   89,400 \n\n         \n\n**TOTAL ASSETS**\n $2,851,738  $707,358 \n\n         \n\n**LIABILITIES AND STOCKHOLDERS**’**EQUITY (DEFICIT)**\n ** **** **** ** ** **** **** **\n\nCURRENT LIABILITIES:\n        \n\nAccounts payable and accrued liabilities\n $124,352  $88,606 \n\nAccrued interest, related parties\n  -   120,507 \n\nCurrent portion, promissory notes, related party\n  -   15,000 \n\nCurrent portion, convertible promissory notes, related parties\n  -   462,500 \n\nTOTAL CURRENT LIABILITIES\n  124,352   686,613 \n\nLONG TERM LIABILITIES:\n        \n\nPROMISSORY NOTE, RELATED PARTY, net of current portion (NOTE 7)\n  -   170,500 \n\nCONVERTIBLE PROMISSORY NOTES, RELATED PARTIES, net of current portion (NOTE 7)\n  -   165,000 \n\n         \n\nTOTAL LIABILITIES\n  124,352   1,022,113 \n\n         \n\nCOMMITMENTS AND CONTINGENCIES (NOTE 4)\n  -   - \n\n           \n\nSTOCKHOLDERS’ EQUITY (DEFICIT)\n        \n\nPreferred stock, $.001 par value; 10,000,000 shares authorized, none issued and outstanding\n  -   - \n\nCommon stock, $.001 par value; 1,000,000,000 shares authorized; 193,927,180 shares issued and outstanding April 30, 2026, 97,290,810 issued and outstanding April 30, 2025\n  193,927   97,291 \n\nAdditional paid-in capital\n  16,473,234   12,702,879 \n\nAccumulated deficit\n  (13,939,775)  (13,114,925)\n\nTOTAL STOCKHOLDERS’ EQUITY (DEFICIT)\n  2,727,386   (314,755)\n\n         \n\n**TOTAL LIABILITIES AND STOCKHOLDERS**’**EQUITY (DEFICIT)**\n $2,851,738  $707,358 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nPage 36\n\n[Table of Contents](#toc)\n\n \n\n \n\n**STAR GOLD CORP.**\n\n**STATEMENTS OF OPERATIONS**\n\n \n\n  \nFor the years ended\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nOPERATING EXPENSE\n        \n\nMineral exploration expense\n $30,866  $30,866 \n\nPre-development expense\n  231,565   8,794 \n\nLegal and professional fees\n  253,029   85,316 \n\nManagement and administrative\n  259,499   78,052 \n\nTOTAL OPERATING EXPENSES\n  774,959   203,028 \n\nLOSS FROM OPERATIONS\n  (774,959)  (203,028)\n\nOTHER INCOME (EXPENSE)\n        \n\nInterest income\n  3,165   - \n\nInterest expense\n  (2,956)  (805)\n\nInterest expense, related party\n  (50,100)  (53,553)\n\nTOTAL OTHER INCOME (EXPENSE)\n  (49,891)  (54,358)\n\nNET LOSS BEFORE INCOME TAXES\n  (824,850)  (257,386)\n\nProvision (benefit) for income tax\n  -   - \n\nNET LOSS\n $(824,850) $(257,386)\n\nBasic and diluted loss per share\n  (0.01) \nNil\n \n\nBasic and diluted weighted average number shares outstanding\n  117,747,821   97,290,810 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nPage 37\n\n[Table of Contents](#toc)\n\n \n\n \n\n**STAR GOLD CORP.**\n\n**STATEMENTS OF CHANGES IN STOCKHOLDERS**’**EQUITY (DEFICIT)**\n\n**For the years ended April 30, 2026 and 2025**\n\n \n\n  \nCommon stock\n          \nTotal\n \n\n  \nShares\n  \nPar Value\n  \nAdditional\n  \nAccumulated\n  \nStockholders’\n \n\n          \nPaid-in Capital\n  \nDeficit\n  \nEquity (Deficit)\n \n\n                     \n\nBALANCE, April 30, 2024\n  97,290,810  $97,291  $12,702,879  $(12,857,539) $(57,369)\n\nNet loss\n  *-*   -   -   (257,386)  (257,386)\n\nBALANCE, April 30, 2025\n  97,290,810   97,291   12,702,879   (13,114,925)  (314,755)\n\nShares issued for warrant exercise\n  2,500,000   2,500   47,500   -   50,000 \n\nShares issued for the sale of stock and warrants\n  74,600,000   74,600   2,909,400   -   2,984,000 \n\nShares issued for conversion of promissory notes and convertible promissory notes\n  13,875,000   13,875   541,125   -   555,000 \n\nShares issued for the conversion of accrued interest\n  2,911,265   2,911   113,539   -   116,450 \n\nShares issued for options exercise\n  1,416,667   1,417   83,583   -   85,000 \n\nShares issued for services\n  1,333,438   1,333   75,208   -   76,541 \n\nNet loss\n  *-*   -   -   (824,850)  (824,850)\n\nBALANCE, April 30, 2026\n  193,927,180  $193,927  $16,473,234  $(13,939,775) $2,727,386 \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nPage 38\n\n[Table of Contents](#toc)\n\n \n\n \n\n**STAR GOLD CORP.**\n\n**STATEMENTS OF CASH FLOWS**\n\n \n\n  \nFor the years ended\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\n**CASH FLOWS FROM OPERATING ACTIVITIES:**\n ** **** **** ** ** **** **** **\n\nNet loss\n $(824,850) $(257,386)\n\nAdjustments to reconcile net loss to net cash used by operating activities\n        \n\nShare based compensation\n  76,541   - \n\nChanges in operating assets and liabilities:\n        \n\nOther current assets\n  (212,545)  (2,611)\n\nAccounts payable and accrued liabilities\n  35,746   49,148 \n\nAccrued interest, related parties\n  (4,057)  53,555 \n\nNet cash used by operating activities\n  (929,165)  (157,294)\n\n**CASH FLOWS FROM INVESTING ACTIVITIES:**\n ** **** **** ** ** **** **** **\n\nPayments for mining interest\n  (12,000)  (12,000)\n\nNet cash used by investing activities\n  (12,000)  (12,000)\n\n**CASH FLOWS FROM FINANCING ACTIVITIES:**\n ** **** **** ** ** **** **** **\n\nProceeds from issuance of common stock and warrants\n  2,984,000   - \n\nPayments on promissory notes, related parties\n  (396,000)  - \n\nProceeds from promissory notes, related parties\n  138,000   135,500 \n\nProceeds from convertible promissory notes, related parties\n  -   40,000 \n\nProceeds from warrants exercise\n  50,000   - \n\nProceeds from options exercise\n  85,000   - \n\nNet cash provided by financing activities\n  2,861,000   175,500 \n\nNet increase (decrease) in cash and cash equivalents\n  1,919,835   6,206 \n\n         \n\n**CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR**\n  11,374   5,168 \n\n         \n\n**CASH AND CASH EQUIVALENTS AT END OF YEAR**\n $1,931,209  $11,374 \n\n         \n\n**SUPPLEMENTAL CASH FLOW INFORMATION:**\n ** **** **** ** ** **** **** **\n\nInterest paid in cash\n $60,067  $805 \n\nNon-cash investing and financing activities\n        \n\nShares and warrants issued for accrued interest\n  116,450    \n\nShares and warrants issued upon promissory notes and convertible promissory notes conversion, related party\n  555,000    \n\n \n\nThe accompanying notes are an integral part of these financial statements.\n\n \n\nPage 39\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\n \n\n \n\n**NOTE 1 - NATURE OF OPERATIONS**\n\n \n\nStar 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.\n\n \n\nThe 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.\n\n \n\n \n\n \n\n**NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nBasis of Presentation\n\n \n\nThis summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America.\n\n \n\nGoing Concern\n\n \n\nIn its financial statements for the year ended *April 30, 2025,*and in each of its subsequent Quarterly Reports on Form *10*-Q, the Company disclosed that substantial doubt existed about its ability to continue as a going concern.  This conclusion was principally based on the Company's history of recurring losses from operations, negative cash flows from operations, and its reliance on external financing to fund exploration activities and meet its obligations as they became due. Management had determined that, absent additional financing, the Company might *not* have sufficient liquidity to fund its operations and meet its obligations within *one* year after the date those financial statements were issued.\n\n \n\nDuring the year ended *April 30, 2026,*the Company raised $2,984,000 through the issuance of equity and extinguished $671,450 of existing promissory and convertible promissory notes. Management evaluated the magnitude and timing of these events and determined that they were sufficient to mitigate the liquidity constraints previously identified.\n\n \n\nAs shown in the accompanying balance sheet as of *April 30, 2026,*the Company had an accumulated deficit of $13,939,775, working capital of $2,023,819, no outstanding debt, and cash on hand of $1,931,209. Based on management's evaluation of these facts, and giving effect to the equity raise and debt extinguishment described above, management has concluded that it is probable that the Company has sufficient liquidity to meet its obligations as they become due within *one* year after the date these financial statements are issued. Accordingly, management has determined that the substantial doubt about the Company's ability to continue as a going concern previously disclosed has been alleviated.\n\n \n\nTo the extent the Company receives additional proceeds from warrant exercises or share sales, it *may*expand its drilling program and accelerate spending in areas expected to provide the most benefit in preparing for production in the near term.\n\n \n\nUse of Estimates\n\n \n\nThe preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to long-lived asset impairments and stock-based compensation valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s reported financial position and results of operations.\n\n \n\nRisks and Uncertainties\n\n \n\nThe Company’s operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging exploration mining business, including the potential risk of business failure.\n\n \n\nCash and Cash Equivalents\n\n \n\nFor the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of *three* months or less when acquired to be cash equivalents. As of *April 30, 2026,*the Company had *$1,931,209* of cash and cash equivalents, of which, $1,681,209 exceeded the FDIC insurance limits.\n\n \n\nPage\n*40*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nReclamation bond\n\n \n\nThe Reclamation bond constitutes cash held as collateral for the faithful performance of the bond securing exploration permits and are accounted for on a cost basis.\n\n \n\nFinancial Instruments\n\n \n\nThe Company’s financial instruments as of *April 30, 2026*include cash and cash equivalents and reclamation bonds.  The Company’s financial instruments as of *April 30, 2025*include cash and cash equivalents, reclamation bonds and convertible promissory notes.\n\n \n\nCash and cash equivalents and reclamation bonds are accounted for on a cost basis, which, due to the short maturity of these financial instruments, approximates fair value at *April 30, 2026*and *2025.*  The fair value of convertible promissory notes at *April 30, 2025*was $957,197 based on the trading price of potentially converted shares on that date.\n\n \n\nFair Value Measurements\n\n \n\nWhen required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level *1* uses quoted prices in active markets for identical assets or liabilities, Level *2* uses significant other observable inputs, and Level *3* uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date.\n\n \n\nAt *April 30, 2026*and *2025,* the Company had *no* assets or liabilities accounted for at fair value on a recurring basis.\n\n \n\nMining Interests and Mineral Exploration Expenditures\n\n \n\nExploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. If a property is abandoned or sold, its capitalized costs are charged to operations.\n\n \n\nPre-development Expenditures\n\n \n\nPre-development activities involve costs incurred in the exploration stage that *may *ultimately benefit production which are expensed due to the lack of evidence of economic development which is necessary to demonstrate future recoverability of these costs. \n\n \n\nPage\n*41*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nReclamation and Remediation\n\n \n\nThe Company’s operations are subject to standards for mine reclamation that have been established by various governmental agencies. In the period in which the Company incurs a contractual obligation for the retirement of tangible long-lived assets, the Company will record the fair value of an asset retirement obligation as a liability. A corresponding asset will also be recorded and depreciated over the life of the asset. After the initial measurement of an asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. To date, the Company has *not* incurred any contractual obligation requiring recording either a liability or associated asset.\n\n \n\nImpairment of Long-lived Assets\n\n \n\nThe Company reviews its long-lived assets, including mining interest, for impairment whenever events or changes in circumstances indicate that the carrying amount *may**not* be recoverable. Recoverability is assessed by comparing the carrying amount of the long-lived asset to the undiscounted future cash flows expected to result from its use and eventual disposition. If the carrying amount exceeds those undiscounted cash flows, an impairment loss is recognized equal to the amount by which the carrying amount exceeds the fair value of the long-lived asset.\n\n \n\nStock-based Compensation\n\n \n\nThe Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected life”), the estimated volatility of the Company’s common stock price over the expected term (“volatility”), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten-year maximum term and varying vesting periods as determined by the Board of Directors. The fair value of common stock awarded is determined based on the closing price of the Company's common stock on the grant date of the award. When the Company issues units comprising common stock and warrants for compensation, the fair value of the units is determined by reference to the price of the most recent sale of identical units for cash, which the Company considers the best available evidence of the fair value of the instruments issued.\n\n \n\nSegment reporting\n\n \n\nThe Company operates as a single operating segmen**t**. All financial information is presented on a consolidated basis and reviewed by the Company’s Chief Executive Officer as the Chief Operating Decision Maker (CODM). The CODM uses net loss, as presented in the statement of operations, to assess segment performance and allocate resources. The measure of segment assets is reported on the balance sheet as total assets.\n\n \n\nIncome Taxes\n\n \n\nThe Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carryforwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when management concludes that it is more likely than *not* that a portion of the deferred tax assets will *not* be realized in a future period.\n\n \n\nThe Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than *50%* likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than *not* to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than *50%* likelihood that a tax benefit will be sustained, *no* tax benefit will be recognized in the financial statements.\n\n \n\nEarnings Per Share\n\n \n\nBasic 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.\n\n \n\nReclassifications\n\n \n\nCertain reclassifications have been made to the *2025* financial statements in order to conform to the *2026* presentation. These reclassifications have *no* effect on net loss, total assets or accumulated deficit as previously reported.\n\n \n\nPage\n*42*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nNew Accounting Pronouncements\n\n \n\n*Accounting Standards Updates Adopted*\n\n \n\nIn *December 2023,*the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) *2023*-*09* (*Topic 740) Improvements to Income Tax Disclosures*. The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this update are effective on *January 1, 2025*for annual periods beginning after *December 15, 2024,*and early adoption is permitted. We adopted this guidance which resulted in additional required disclosures included in our financial statements for the year ended *April 30, 2026*and income tax disclosure for the comparative year ended *April 30, 2025*were modified retrospectively to include the new requirements.\n\n \n\nIn *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.\n\n \n\nAccounting 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.\n\n \n\n \n\n \n\n**NOTE 3**–**EARNINGS PER SHARE**\n\n \n\nThe outstanding securities at *April 30, 2026*and *2025* that could have a dilutive effect are as follows:\n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nStock options\n  -   2,500,000 \n\nConvertible promissory notes and accrued interest, related parties\n  -   31,681,653 \n\nWarrants\n  45,973,125   2,000,000 \n\n         \n\nTOTAL POSSIBLE DILUTIVE SHARES\n  45,973,125   36,181,653 \n\n \n\nFor the years ended *April 30, 2026*and *2025,* respectively, the effect of the Company’s outstanding stock options, warrants and convertible promissory notes, related parties and associated accrued interest would have been anti-dilutive and are excluded in the calculation of diluted EPS.\n\n \n\n \n\n \n\n**NOTE 4**–**MINING INTEREST**\n\n \n\nThe following is a summary of the Company’s mining interest at *April 30, 2026*and *April 30, 2025.*\n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nMining interest - Longstreet\n $614,167  $602,167 \n\n         \n\nTOTAL MINING INTEREST\n $614,167  $602,167 \n\n \n\nPage\n*43*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nPursuant 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.\n\n \n\nOn *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.\n\n \n\nIn addition, the Company is obligated, pursuant to the Longstreet Agreement, as amended, to pay an annual advance royalty payment of $12,000 related to the Clifford claims. For the years ended *April 30, 2026*and *2025,* respectively, the Company paid the annual $12,000 advance royalty on the Longstreet Property.\n\n \n\nAt *April 30, 2026*and *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.\n\n \n\n \n\n \n\n**NOTE 5**–**OTHER CURRENT ASSETS**\n\n \n\nThe following is a summary of the Company’s Other Current Assets at *April 30, 2026*and *2025:*\n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nPrepaid insurance\n $38,369  $4,417 \n\nDeferred Offering Costs\n  178,593   - \n\nTotal\n $216,962  $4,417 \n\n \n\nAs at *April 30, 2025,*the Company’s prepaid expenses were made up of prepaid insurance expense. As at *April 30, 2026,*the Company’s prepaid expenses were made up of prepaid insurance expense and deferred offering costs.\n\n \n\n \n\n \n\n**NOTE 6 - INCOME TAXES**\n\n \n\nThere was no income tax provision (benefit) for the years ended *April 30, 2026*and *2025.* The components of the Company’s net deferred tax assets are as follows: \n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nDeferred tax asset\n        \n\nNet operating loss carryforward\n $2,372,500  $2,177,800 \n\nStock-based compensation\n  45,100   38,000 \n\nMining interests\n  122,000   118,200 \n\nOther\n  2,800   2,800 \n\nTotal deferred tax assets\n  2,542,400   2,336,800 \n\nValuation allowance\n  (2,542,400)  (2,336,800)\n\nNET DEFERRED TAX ASSETS\n $-  $- \n\n \n\nDeferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than *not* that deferred tax assets will *not* be realized. As management of the Company cannot determine that it is more likely than *not* that the Company will realize the benefit of the net deferred tax assets, a valuation allowance equal to *100%* of the deferred tax assets has been recorded at *April 30, 2026*and *2025.*\n\n \n\nPage\n*44*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nThe income tax expense (benefit) for the years ended *April 30, 2026*and *2025* differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income (loss) due to the following:\n\n \n\n  \nApril 30, 2026\n  \nApril 30, 2025\n \n\nIncome tax benefit computed at statutory rate\n $(173,100)  (21.0)% $(54,000)  (21.0)%\n\nIdaho state income tax, net of federal income tax effect\n  -   0.0%  -   0.0%\n\nValuation allowance\n  171,422   20.8%  47,602   (18.5)%\n\nNontaxable or nondeductible items\n  2,595   0.3%  6,398   (2.5)%\n\nOther adjustments: effect of change in Idaho state tax rate  (917)  (0.1)%  -   0.0%\n\nTOTAL INCOME TAX PROVISION (BENEFIT)\n $-   -% $-   -%\n\n \n\nAt *April 30, 2026,*the Company had federal and state net operating loss carry forwards of approximately $9,440,000 , of which $4,845,000 expires between *2027* and *2039.*  The remaining balance of approximately $4,595,000 will never expire but its utilization is limited to *80%* of taxable income in any future year.\n\n \n\nThe Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties. It is *not* anticipated that unrecognized tax benefits would significantly increase or decrease within *12* months of the reporting date. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating expenses. The Company’s federal income tax returns for fiscal years *2022* through 2025 remain open and subject to examination. Tax attributes from prior years can be adjusted during an IRS audit.\n\n \n\n \n\n \n\n \n\n**NOTE 7**–**RELATED PARTIES TRANSACTIONS**\n\n \n\nAt *April 30, 2025,*the Company had Promissory notes, related parties of $185,500 in principal and $12,453 in accrued interest and Convertible promissory notes, related parties of $627,500 in principal and $108,054 in accrued interest.  During the years ended *April 30, 2026*and *2025,* the Company borrowed $138,000 and $175,500.  During the years ended *April 30, 2026*and *2025,* the Company paid $396,000 and $nil on the notes.  During the year ended *April**30,2026,* all outstanding notes and related accrued interest were settled resulting in no outstanding balances at *April**30,2026.*    \n\n \n\nOn *February 26, 2026,*the Company converted $671,450 of existing promissory notes and convertible promissory note and accrued interest to 16,786,265 common stock units at a price of $0.04 per unit. Each unit consists of one share of common stock and one-half warrant to purchase *one* share of common stock. The price per unit was determined by reference to the price of the most recent sale of identical units for cash (see Note *8*), which the Company considers the best available evidence of the fair value of the instruments issued. The Company did *not* record any gain or loss on the extinguishment of the promissory notes and accrued interest as the fair value of the units issued for consideration was equal to the carrying amount.\n\n \n\nFor the years ended *April 30, 2026 *and *2025,* the Company recognized interest expense, related parties of $50,100 and $53,553,  respectively.   At *April 30, 2026*and *April 30, 2025,*the balance of accrued interest due to related parties is $nil and $120,507, respectively. \n\n \n\nDuring the year ended *April 30, 2026,*the Company incurred $40,666 in fees for the services of its Chief Financial Officer, Gerry Pascale, which were provided through SeatonHill Partners, LP, of which Mr. Pascale is a CFO Partner. These fees are included in management and administrative Fees in the statements of operations. As of *April 30, 2026,*$11,850 payable to SeatonHill Partners, LP remained outstanding and is included in accounts payable and accrued liabilities on the balance sheet.\n\n \n\n \n\n \n\n**NOTE 8**–**STOCKHOLDERS**’**EQUITY**\n\n \n\nFor the year ended *April 30, 2026,*the Company issued 96,636,370 shares of its common stock. The Companies share activity for the year ended *April, 30, 2026*is as follows:\n\n \n●\n\nIssued 2,500,000 shares of its common stock associated with the exercise of warrants at $0.02 per share for a total of $50,000;\n\n \n●\n\nIssued 74,600,000 shares of common stock in connection with a private placement of 74,600,000 units at a price of $0.04 per unit, for aggregate gross cash proceeds of $2,984,000. Each unit consisted of one share of common stock and one-half of one common stock purchase warrant (see Note *9*);\n\n \n●\n\nIssued 16,786,265 shares of its common stock for the conversion of $671,450 of promissory notes and convertible promissory notes and accrued interest at a price of $0.04 per unit.  Each unit consisted of one share of common stock and one-half of one common stock purchase warrant (see Note *9*);\n\n \n●\n\nIssued 1,416,667 common stock shares through exercise of stock options for $85,000;\n\n \n●\n\nIssued 1,333,438 shares issued for services with a fair value of $76,541 during the year ended *April 30, 2026.*\n\n \n\nPage\n*45*\n\n \n\n \n\n \n\n**NOTE 9**–**WARRANTS**\n\n \n\nAs disclosed in Note *8,* the Company sold units that contained a warrant to purchase one-half share of common stock. The warrants are exercisable at $0.08 per full share and expire *twelve* months from the date of issuance. During the year ended *April 30, 2026,*the Company issued an additional 500,000 warrants to a current warrant holder in connection with the exercise of warrants issued in *2021* that were due to expire. Additionally during the year ended *April 30, 2026,*2,500,000 warrants were exercised at $0.02 per share.\n\n \n\nThe following is a summary of the Company’s warrants outstanding: \n\n      \nWeighted\n\nAverage\n \n\n  \nAll warrants\n\n \n  \nExercise\n\nPrice\n \n\nBalance outstanding at April 30, 2025\n  2,000,000  $0.02 \n\nIssued to existing warrantholder\n  500,000   0.02 \n\nExercised\n  (2,500,000) $(0.02)\n\nExpired or forfeited\n  -     \n\nWarrants issued with units\n  45,973,125  $0.08 \n\nWarrants issued for cash\n  37,300,000   * * \n\nWarrants issued for debt and interest\n  8,393,125   * * \n\nWarrants issued for services\n  280,000   * * \n\nBalance outstanding at April 30, 2026\n  45,973,125  $0.08 \n\n \n\nThe composition of the Company’s warrants outstanding at *April 30, 2026*is as follows:\n\n \n\nIssue Date\n\nExpiration Date\n \nWarrants\n  \nExercise Price\n  \nRemaining life\n\n(years)\n \n\nFebruary 26, 2026\n\n*February 26, 2027*\n  45,973,125  $0.08   0.83 \n\n * *  45,973,125  $0.08   0.83 \n\n \n\nDuring the year ended *April 30, 2025*the Company had no warrants issued, expired or exercised. \n\n \n\n \n\n \n\n**NOTE 10 - STOCK OPTIONS**\n\n \n\nThe Company established the *2011* Stock Option/Restricted Stock Plan (the *“2011* Plan”). The *2011* Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individuals including directors, executive officers and advisors that have furnished bona fide services to the Company *not* related to the sale of securities in a capital-raising transaction.\n\n \n\nThe *2011* Plan has a fixed maximum percentage of 10% of the Company’s outstanding shares that are eligible for the plan pool, whereby the number of Shares under the plan increases automatically as the total number of shares outstanding increase. The number of shares subject to the *2011* Plan and any outstanding awards will be adjusted appropriately by the Board of Directors if the Company’s common stock is affected through a reorganization, merger, consolidation, recapitalization, restructuring, reclassification dividend (other than quarterly cash dividends) or other distribution, stock split, spin-off or sale of substantially all of the Company’s assets.\n\n \n\nPage\n*46*\n\n[Table of Contents](#toc)\n\n \n\n**STAR GOLD CORP.**\n\n**NOTES TO FINANCIAL STATEMENTS**\n\n**APRIL 30, 2026**\n\n \n\nThe *2011* Plan also has terms and conditions, including without limitations that the exercise price for stock options granted under the Stock Option Plan must equal the stock’s fair value, based on the closing price per share of common stock, at the time the stock option is granted. The fair value of each option award is estimated on the date of grant utilizing the Black-Scholes model and commonly utilized assumptions associated with the Black-Scholes methodology. Options granted under the Plan have a ten-year maximum term and varying vesting periods as determined by the Board.\n\n \n\nThe Company has no stock options outstanding as at *April 30, 2026.*The Company issued no stock options during the years ended *April 30, 2026*and *2025.*\n\n \n\nDuring the year ended *April 30, 2026,*1,416,667 options were exercised at a price of $0.06 per share and 1,083,333 options expired. During the year ended *April 30, 2026,*the intrinsic value of options exercised was $103,550. These options were granted under the *2011* Stock Option/Restricted Stock Plan.\n\n \n\nSummary:\n\n \n\nThe following is a summary of the Company’s stock options outstanding and exercisable: \n\n      \nWeighted\n\nAverage\n \n\n  \nAll options\n  \nExercise Price\n \n\nBalance outstanding at April 30, 2025\n  2,500,000  $0.06 \n\nExercised\n  (1,416,667) $(0.06)\n\nExpired or forfeited\n  (1,083,333) $(0.06)\n\nBalance outstanding at April 30, 2026\n  -  $- \n\n \n\n \n\n \n\n**NOTE 11 - SUBSEQUENT EVENTS**\n\n \n\nOn *June 12, 2026*the Company issued 9,900,000 options to purchase common shares at $0.18 per share to officers and directors. The Shares vest every 6 months for 3 years. The options expire after 5 years from date of issuance.\n\n \n\nPage\n*47*\n\n[Table of Contents](#toc)"}