UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One)x Quarterly Report
Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly
period ended  October 31, 2010  ̈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
(IRS Employer Identification
No.)organization)6240 East Seltice Way Suite
C,Post Falls, Idaho, USA 83854(Address of principal executive
offices) Not
Applicable(Former name, former address and former fiscal year, if
changed since last report)  Check whether the registrant has (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past
twelve 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. Yesx Noo  Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-K during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files).  (Not applicable)  Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.  See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.  Large accelerated filer o Accelerated
filer o Non-accelerated filer o Smaller
reporting company x  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).Yes oNo x    State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
October 31, 2010, the Issuer had 62,020,000 Shares of Common
Stock outstanding.           PART I - FINANCIAL INFORMATION  ITEM
1.               
FINANCIAL STATEMENTS The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and Item 310(b) of Regulation S-X, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended October 31, 2010,  are not
necessarily indicative of the results that can be expected for the year ending
April 30, 2011.  As
used in this Quarterly Report, the terms "we", "us", "our", the Company and
Star mean Star Gold Corp. and its subsidiaries unless otherwise indicated. All
dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated.                      STAR GOLD CORP.Formerly: Elan Development, Inc.(An Exploration Stage Company)BALANCE SHEETSOctober 31,

April 30,2010

2010(Unaudited)ASSETSCURRENT
ASSETS:Cash


$
                  30,163

$
                114,632TOTAL CURRENT
ASSETS

$
                  30,163

$
                114,632OTHER
ASSETSDeposit
related to mineral rights

$
                  20,000

$
                  20,000TOTAL OTHER
ASSETS

$
                  20,000

$
                  20,000TOTAL
ASSETS

$
                  50,163

$
                134,632LIABILITIES
AND SHAREHOLDERS' EQUITYAccounts
payable and accrued expenses

$
                  66,063

$
                  15,460Loan from
Shareholder

200

200TOTAL CURRENT
LIABILITIES

66,263

15,660COMMITMENTS
AND CONTINGENCIESSHAREHOLDERS'
EQUITY:Preferred
stock, $.001 par value, 10,000,000 shares authorized,no shares
issued and outstanding

-

-Common stock,
$.001 par value 300,000,000 shares authorized62,020,000
shares issued and outstanding
62,020

62,020Additional
paid-in capital

590,125

419,480Stock
subscriptions received

99,017

-Accumulated
deficit

(767,261)

(362,528)TOTAL
SHAREHOLDERS' (DEFICIT) EQUITY
(16,099)

118,972TOTAL
LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
$
                  50,163

$
                134,632The accompanying notes are an integral part of the
financial statements    STAR GOLD CORP.Formerly: Elan Development, Inc.(An Exploration Stage Company)STATEMENTS OF OPERATIONS(Unaudited)For the Three

For the Three

For the Six

For the Six

For the PeriodMonths Ended

Months Ended

Months Ended

Months Ended

from December 8,October 31,

October 31,

October 31,

October 31,

2006 (inception)2010

2009

2010

2009

to October 31, 2010REVENUE



$
              -

$
              -

$
              -

$
              -

$
                       -Cost of
Operations


$
              -

$
              -

$
              -

$
              -

$
                       -GROSS
PROFIT


$
                -

$
                -

$
                -

$
                -

$
                         -OPEARTING
EXPENSESGeneral and
administrative expenses
$     309,785

$
         4,717

$     404,733

$
        18,918

$
              767,261Total
operating expenses
$     309,785

$
         4,717

$     404,733

$
        18,918

$
              767,261Loss from
continuing operations before provision for income taxes
$    (309,785)

$
       (4,717)

$    (404,733)

$
      (18,918)

$
            (767,261)Provision for
income taxes

$
              -

$
              -

$
              -

$
              -

$
                       -NET
LOSS



$    (309,785)

$
       (4,717)

$    (404,733)

$
      (18,918)

$
            (767,261)Weighted
average commons shares outstanding - basic and diluted
62,020,000

61,350,000

62,020,000

61,350,000Net loss per
share - basic and diluted
$
       (0.005)

$
       (0.000)

$
       (0.007)

$
       (0.000)The
accompanying notes are an integral part of the financial
statements     STAR GOLD CORP.Formerly: Elan Development, Inc.(An Exploration Stage Company)STATEMENTS OF CASH FLOWS(Unaudited)For the Six

For the Six

For the PeriodMonths Ended

Months Ended

from December 8,October 31,

October 31,

2006 (inception) to2010

2009

October 31, 2010CASH FLOW
FROM OPERATING ACTIVITIESNet
loss



$     (404,733)

$
      (18,918)

$
             (767,261)Depreciation


$
          1,377



$
                   1,377Stock
options expense

170,645



170,645Changes
in assets and liabilities:Accounts
payable

50,603

4,079

60,062Impairment
of mineral rights

-

-

6,000NET CASH USED
IN OPERATING ACTIVITIES
$     (182,109)

$
      (14,839)

$
             (529,177)CASH FLOW
FROM FINANCING ACTIVITIES:Net
proceeds from the issuance of common stock
$
                -

$
                -

$
               401,500Proceeds
from shareholder loan

-

-

200Net
proceeds from subscriptions receivable
99,017



179,017NET CASH
PROVIDED BY FINANCING ACTIVITIES
$
        99,017

$
                -

$
               580,717CASH FLOW
FROM INVESTING ACTIVITIES:Deposits
related to mining rights




$
               (20,000)Leasehold
Improvements

$
        (1,377)



$
                 (1,377).NET CASH
PROVIDED BY INVESTING ACTIVITIES
$
        (1,377)

$
                -

$
               (21,377)Increase
(decrease) in Cash and Cash Equivalents
$
      (84,469)

$
      (14,839)

$
                 30,163CASH AND CASH
EQUIVALENTS, BEGINNING OF PERIOD
$       114,632

$
        15,018

$
                         -CASH AND CASH
EQUIVALENTS, END OF PERIOD
$
        30,163

$
             179

$
                 30,163SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:Cash
paid for interest

$
                -

$
                -

$
                         -Cash
paid for income taxes

$
                -

$
                -

$
                         -The
accompanying notes are an integral part of the financial statements    STAR
GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  NOTE 1
- NATURE OF OPERATIONS  Star
Gold Corp., formerly known as Elan Development Inc. (the "Company") was
incorporated in the State of Nevada on December 8, 2006. The Company was
originally organized to explore mineral properties in British Columbia, Canada.
The company is currently focusing on Gold properties in Nevada.  These
financial statements are presented on the basis that the Company is a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business over a reasonable length of time.
As of October 31, 2010, the Company had $30,163 in cash, working capital of
($36,100), and shareholders equity (deficit) of ($16,099) and accumulated net
losses of $767,261 since inception. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. Its 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 or
refinancing as may be required, to develop commercially viable mining reserves,
and ultimately to establish profitable operations.  Management's plans for the continuation of the Company as a going
concern include financing the Company's operations through issuance of its
common stock. If the Company is unable to complete its financing requirements or
achieve revenue as projected, it will then modify its expenditures and plan of
operations to coincide with the actual financing completed and actual operating
revenues. There are no assurances, however, with respect to the future success
of these plans.  Unless
otherwise indicated, amounts provided in these notes to the financial statements
pertain to continuing operations. The Company is not currently earning any
revenues.  The
financial statement represents those of an exploration and development stage
company whose main focus is in the exploration and development of gold.
 The company main business is putting together land packages and mineral
claims that the company perceives to have some potential for mineral reserves.
 The company then spends capital to explore these claims by drilling,
geophysical work or other exploration work deemed necessary.  The business
is a high risk business as there is no guarantee that the exploration work the
company is doing will turn up any economically viable minerals.  While the information
presented in the accompanying interim six months consolidated financial
statements is unaudited, it includes all adjustments, which are, in the opinion
of management, necessary to present fairly the financial position, results of
operations and cash flows for the interim periods presented in accordance with
accounting principles generally accepted in the United States of America. These
interim financial statements follow the same accounting policies and methods of
their application as the Companys April 30, 2010 annual consolidated financial
statements. All adjustments are of a normal recurring nature.  It is
suggested that these interim financial statements be read in conjunction with
the Companys April 30, 2010 annual financial
statements.   STAR GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  For the
period of December 8, 2006 (inception) through
October 31, 2010  NOTE 2 - SIGNIFICANT
ACCOUNTING POLICIES  Basis
of Presentation These financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States
and are expressed in United States (US) dollars. The Company has not produced
any revenue from its principal business and is an exploration stage company as
defined by the Accounting Standard Codification
(ASC) Topic 915.  Accounting and Reporting by Development Stage
Enterprises.  Principles of Consolidation  The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary Elan Development Corp, a Company incorporated under the
Company Act of Alberta on March 15, 2007.  All inter-company transactions
have been eliminated.  Use
of Estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities, at the date of these financial statements,
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.  Regulatory Matters If we decide to continue with the acquisition and exploration of
mineral properties in the State of Nevada we will be required 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 our 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   STAR GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  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, we have the right to conduct mining operations on the lands subject to
the prior procurement of required operating permits and approvals, compliance
with the terms and conditions of any applicable mining lease, and compliance
with applicable federal, state, and local laws, regulations and ordinances. Mining
Operations.    The exploration of mining properties and
development and operation of mines is governed by both federal and state laws. The State of
Nevada likewise requires various permits and approvals before mining operations
can begin, although the state and federal regulatory agencies usually cooperate
to minimize duplication of permitting efforts. Among other things, a detailed
reclamation plan must be prepared and approved, with bonding in the amount of
projected reclamation costs. The bond is used to ensure that proper reclamation
takes place, and the bond will not be released until that time. The Nevada
Department of Environmental Protection, which we refer to as the NDEP, is the
state agency that administers the reclamation permits, mine permits and related
closure plans on our 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 our 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 our proposed operations may be encountered. We are 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 our operations will move beyond the
exploration stage. If in the future we decide to proceed beyond exploration,
there will be numerous notifications, permit applications, and other decisions
to be addressed at that time. Impaired Asset Policy  The
Company periodically reviews its long-lived assets when applicable to determine
if any events or changes in circumstances have transpired which indicate that
the carrying value of its assets may not be recoverable, pursuant to guidance
established in Accounting Standard Codification
topic 360 ("ASC  360"), "Accounting for the Impairment or Disposal
of Long-lived Assets". The Company determines impairment by comparing the
undiscounted future cash flows estimated to be generated by its assets to their
respective carrying amounts. If impairment is deemed to exist, the assets will
be written down to fair value.      STAR GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  Start-up Expenses  The
Company has adopted Accounting Standard
Codification topic 720 ("ASC 720"), "Reporting the Costs of Start-up
Activities," which requires that costs associated with start-up activities be
expensed as incurred.  Accordingly, start-up costs associated with the Company's
formation have been included in the Company's general and administrative
expenses for the period from inception on December 8, 2006 to October 31, 2010.  Mineral Property Costs  Mineral
property acquisition, exploration and development costs are expensed as incurred
until such time as economic reserves are quantified. From that time forward, the
Company will capitalize all costs to the extent that future cash flows from
mineral resources equal or exceed the costs deferred. The deferred costs will be
amortized over the recoverable reserves when a property reaches commercial
production. Costs related to site restoration programs will be accrued over the
life of the project. To date, the Company has not established any proven
reserves on its mineral properties.  Currently, all expenses and amounts
allocated toward mineral rights and claims have been written off as the date of
acquisition.  On
April 11, 2008, Star Gold Corp., formerly known as Elan Development, Inc. (the
"Registrant"), executed a property purchase agreement (the "Agreement") with
MinQuest, Inc. ("MinQuest") granting the Registrant the right to acquire 100% of
the mining interests of one Nevada mineral exploration property currently
controlled by MinQuest, a natural resource exploration company. The property
named the Excalibur Property (the Property"). The Property is located in
Mineral County Nevada and currently consists of 8 unpatented mining claims.
Since the payment obligations are non-refundable, if the Company does not make
any payments under the Agreement, they will lose any payments made and the
rights to the respective property. If all said payments under the Agreements are
made, the Company will acquire all mining interests in the respective
property.  Because
the claims have no proven mineral reserves, the amount allocated toward mineral
rights and claims was considered 100% impaired and written off at the date of
acquisition. The Company has paid approximately $81,000 towards this agreement
through October 31,
2010.  Foreign Currency Translation  The
Companys functional currency is the Canadian dollar as substantially all of the
Companys operations are in Canada.  The Company used the United States
dollar as its reporting currency for consistency with registrants of the
Securities and Exchange Commission and in accordance with the ASC topic 830
Foreign Currency Translation.  Assets
and liabilities that are denominated in a foreign currency are translated at the
exchange rate in effect at the year end and capital accounts are translated at
historical rates.  Income statement accounts are    STAR
GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  translated at the average rates of exchange prevailing during the
period.  Translation adjustments from the use of different exchange rates
from period to period are included in the Comprehensive Income Statement Account in Shareholders Equity, if applicable. There
were no translation adjustments as of October 31, 2010.  Transactions undertaken in currencies other than the functional
currency of the entity are translated using the exchange rate in effect as of
the transaction date.  If applicable, exchange gains and losses are
included in other items on the Statement of Operations. There were no exchange
gains or losses as of October 31, 2010  Loss Per
Share  The
Company computed basic and diluted loss per share amounts for October 31, 2010
pursuant to the ASC topic 260, Earnings per Share.  There are no
potentially dilutive shares outstanding and, accordingly, dilutive per share
amounts have not been presented in the accompanying statements of operations.  Fair
Value of Financial Instruments  ASC
topic 825, Disclosures about Fair Value of Financial Instruments, requires
disclosures of information regarding the fair value of certain financial
instruments for which it is practicable to estimate the value.  For purpose
of this disclosure, the fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced sale of liquidation.  Comprehensive Loss  ASC
topic 220, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements.  As of October 31, 2010 the Company has no items that represent
comprehensive loss and therefore, has not included a schedule of comprehensive
loss in financial statements.  Income Taxes  Income
taxes are recognized in accordance with ASC topic 740, "Accounting for Income
Taxes", whereby deferred income tax liabilities or assets at the end of each
period are determined using the tax rates expected to be in effect when the
taxes are actually paid or recovered. A valuation allowance is recognized on
deferred tax assets when it is more likely than not that some or all of these
deferred tax assets will not be realized.        STAR
GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  NOTE 3
 MINERAL LEASES AND CLAIMS  EXCALIBUR
PROPERTY On April 11, 2008,  Star Gold Corp. executed a property
purchase agreement (the "Agreement") with MinQuest, Inc. ("MinQuest") granting
the Registrant the right to acquire 100% of the mining interests of one Nevada
mineral exploration property currently controlled by MinQuest, a natural
resource exploration company. The property named the Excalibur Property (the
Property"). The Property is located in Mineral County Nevada and currently
consists of 8 unpatented mining claims. On June 18, 2009 Star Gold Corp. and
MinQuest entered into an amending agreement to add an additional 42 Claims
surrounding the current 8 claims, expanding the total claims to 50 claims held
under the original purchase agreement. We have completed an initial exploration program on the Excalibur
Property, which included Geological Mapping, Rock Sampling and Assaying. Based
on this analysis we have decided to move forward with the permitting of this
property and our drilling program.  The permitting was completed in June
2010 and our drilling program commenced the week of June 20th,
2010. THE LONGSTREET PROPERTY Star
Gold Corp. has signed an option agreement for the Sole Exclusive Rights to Lease
60 unpatented mining claims totaling approximately 490 hectare from MinQuest Inc
known as The Longstreet property. The company is currently going through the
permitting stage to allow it to commence drilling.  The
terms of the 100% option agreement: initial cash payment of $20,000 USD,
issuance of 25,000 shares of Star Gold shares and 25,000 stock options based on
fair market price to MinQuest Inc.  The Option Agreement includes cash
payments totaling $250,000 over seven years and the issuance of 175,000 shares
and 175,000 stock options based on fair market price over the same seven-year
period.  The company has agreed to work commitments of $3,550,000 over
seven years.  Following the Seventh Anniversary and if commitments have
been met Star Gold shall receive a quitclaim for 100% interest in the property
in consideration of a 3% NSR to MinQuest Inc.     STAR
GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  THE JET
PROPERTY  On July
7th, 2010 the company acquired a 100% interest in the Jet Property
located in Nevada from Minquest.  The agreement calls for the Company to
invest a total of $110,000 (consisting of $40,000 in direct payments to MinQuest
and $70,000 in expenditures towards development of the project) over the next
seven years.  Under the agreement MinQuest is also entitled to receive
residual payments if and when the project enters into production.  COPPER BELLE PROPERTY  During
the previous fiscal year the Company dropped its 100% interest in a certain
mineral property in the Nicola Mining Division British Columbia, Canada,
collectively referred as to the Copper Belle Property.  The company has
decided to focus on its properties in the state of Nevada.   NOTE 4
 RECENT AUTHORITATIVE PRONOUNCEMENTS  Recent Accounting
Pronouncements   In
January 2010, the FASB issued Accounting Standards Update (ASU) 2010-06
which is intended to improve disclosures about fair value measurements. The
guidance requires entities to disclose significant transfers in and out of fair
value hierarchy levels, the reasons for the transfers and to present information
about purchases, sales, issuances and settlements separately in the
reconciliation of fair value measurements using significant unobservable inputs
(Level 3). Additionally, the guidance clarifies that a reporting entity should
provide fair value measurements for each class of assets and liabilities and
disclose the inputs and valuation techniques used for fair value measurements
using significant other observable inputs (Level 2) and significant unobservable
inputs(Level 3). The Company has applied the new
disclosure requirements as of January 1, 2010, except for the disclosures
about purchases, sales, issuances and settlements in the Level 3 reconciliation,
which will be effective for interim and annual periods beginning after
December 15, 2010. The adoption of this guidance has not had and is not
expected to have a material impact on the Companys consolidated financial
statements.  In
February 2010, the FASB issued ASU 2010-09 which requires that an SEC
filer, as defined, evaluate subsequent events through the date that the
financial statements are issued. The update also removed the requirement for an
SEC filer to disclose the date through which subsequent events have been
evaluated in originally issued and revised financial statements. The adoption of
this guidance on January 1, 2010 did not have a material effect on the
Companys consolidated financial statements.    Other
ASUs that are effective after October 31, 2010, are not expected to have a
significant effect on the Companys financial position or results of
operations.  NOTE 5
 SHAREHOLDERS EQUITY  On
March 20, 2007, the Company issued 275,000 of its common shares for cash of
$5,500.  On
April 05, 2007, the Company issued 8,725,000 of its common shares for cash of
$60,500.  On
April 12, 2007, the Company issued 475,000 of its common shares for cash of
$9,500. On
April 19, 2007, the Company issued 550,000 of its common shares for cash of
$11,000.  On
April 15, 2008, the Company received subscriptions for 600,000 shares at $.10,
totaling cash proceeds of $60,000.  On
February 11, 2008 the Board of Directors of the registrant passed unanimously a
resolution authorizing a forward split of the authorized and issued and
outstanding common shares on a three to one (3  1) basis bringing the total
common shares issued and outstanding to 30,075,000 and authorized common shares
to 300,000,000.  On
November 11, 2008, the Company has completed a Private placement with one
individual to issue 600,000 common shares and 600,000 share purchase warrants at
a price of $0.10 per unit. Each unit comprises of one common share and one share
purchase warrant. The term of the warrant is for three years, and may be
exercised at $0.20 during the first year $0.30 during the second year and $0.40
during the third year. No commissions were paid and no registration rights have
been granted.  As of January 15, 2009 the company has initiated a private
placement of 100,000 shares at $1.00 per share. To date the Company has received
$80,000 from one subscribing individual for a total subscription  of 80,000
common shares. In September the company completed a 2-1 forward common stock
split which increased the amount of shares outstanding to 61,350,000 On November 27th, 2009 the company completed a Private
Placement with one individual at $0.50 per share and Issued 510,000 common
shares.  The total cash proceeds that were received was $255,000. On November 30th, 2009, the 80,000 common stock
subscriptions sold in January 2009 were executed with the 2-1 forward split
increasing the number of common stock by 160,000 shares. As of October 31st, 2010, the company had a total of
62,020,000 shares outstanding.       STAR
GOLD CORP.  (An
Exploration Stage Company)  NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) For the
period of December 8, 2006 (inception) through
October 31, 2010  NOTE 6
 SUBSEQUENT EVENTS  On
September 2, 2010, the Company initiated  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.   The Private
Placement was completed on November 26, 2010.  The
individual also exercised 650,000 share purchase warrants at .20 per share to
complete the transaction for $130,000 concurrent to the Private Placement
described above.  NOTE 7
 RELATED PARTY  The Company rents office space from a company partially
owned by our President and  chief  executive officer and director,
Lindsay Gorrill, at  6240 East Seltice Way Suite C, Post Falls, Idaho, USA
83854. This office space consists of approximately 350 square feet, and Mr.
Gorrill supplies this office space to the company at a cost of $750 per month.   ITEM
2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION Cautionary
Statement Regarding Forward-Looking Statements Certain statements contained in
this Annual 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 our expectations
and objectives regarding our 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 our 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 Annual Report. We advise you to carefully review the
reports and documents we file from time to time with the Securities and Exchange
Commission (the SEC), particularly our Quarterly Reports on Form 10-Q and our
Current Reports on Form 8-K. As used in this Annual Report,
the terms we, us, our, Star Gold, and the Company, mean Star Gold
Corp., unless otherwise indicated. All dollar amounts in this Annual Report are
expressed in U.S. dollars, unless otherwise indicated. Overview CORPORATE BACKGROUND We were incorporated on December
8, 2006 under the laws of the State of Nevada. We are an exploration stage
company engaged in the acquisition and exploration of mineral properties. We currently own a 98% interest
in a Property located in the State of Nevada known as the Excalibur Property. We
have completed an initial exploration program on the Excalibur Property, which
included Geological Mapping, Rock Sampling and Assaying.  Based on this
analysis we have decided to move forward with the permitting of this property
and our drilling program.  The permitting was completed in June 2010 and
our drilling program commenced the week of June 20th, 2010. We currently own a 100%
interest in a Property located in the State of Nevada known as the Longstreet
Property. The company is currently going through the permitting stage to allow
it to commence drilling. On July 7th, 2010 we
acquired 100% interest in a Property located in the State of Nevada known as the
Jet Property. During the year we dropped our
100% interest in the Copper Belle Property, in British Columbia to focus on our
Nevada Properties. We have no further interest in this property or any ongoing
dealings. Compliance with Government
Regulations If we decide to continue with the
acquisition and exploration of mineral properties in the State of Nevada we will
be required 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 our 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, we have
the right to conduct mining operations on the lands subject to the prior
procurement of required operating permits and approvals, compliance with the
terms and conditions of any applicable mining lease, and compliance with
applicable federal, state, and local laws, regulations and ordinances. Mining
Operations.    The exploration of mining properties and
development and operation of mines is governed by both federal and state laws. The
State of Nevada likewise requires various permits and approvals before mining
operations can begin, although the state and federal regulatory agencies usually
cooperate to minimize duplication of permitting efforts. Among other things, a
detailed reclamation plan must be prepared and approved, with bonding in the
amount of projected reclamation costs. The bond is used to ensure that proper
reclamation takes place, and the bond will not be released until that time. The
Nevada Department of Environmental Protection, which we refer to as the NDEP, is
the state agency that administers the reclamation permits, mine permits and
related closure plans on our 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 our 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 our proposed operations may be encountered. We are 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 our operations will move beyond the
exploration stage. If in the future we decide to proceed beyond exploration,
there will be numerous notifications, permit applications, and other decisions
to be addressed at that time.   Competition We are an exploration stage
company. We compete with other mineral resource exploration and development
companies for financing and for the acquisition of new mineral properties. Many
of the mineral resource exploration and development companies with whom we
compete have greater financial and technical resources than us. Accordingly,
these 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 on our ability to finance further exploration and to achieve the
financing necessary for us to develop our mineral properties. Employees We have no employees other than
our executive officers and directors as of the date of this Annual Report on
Form 10-K. We conduct our business largely through agreements with consultants
and arms length persons. Research and Development
Expenditures We have not incurred any research
expenditures since our incorporation. Patents and Trademarks We do not own, either legally or
beneficially, any patent or trademark.   RISK
FACTORS If we do
not obtain additional financing, our business plan will fail. Our current operating funds are
estimated to be sufficient to complete the first and second phase of exploration
on our mining claim. However, we will need to obtain additional financing in
order to complete our business plan. Our business plan calls for significant
expenses in connection with the exploration of our mining claim. We have not
made arrangements to secure any additional financing. Because our President and
director, Lindsay Gorrill, owns 58% of our outstanding common stock, investors
may find that corporate decisions controlled by Mr. Gorrill are inconsistent
with the interests of other stockholders. Lindsay Gorrill, our President,
and Treasurer controls 58% of issued and outstanding shares of our common stock.
Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr.
Gorrill is able to control who is elected to our board of directors and thus
could act, or could have the power to act, as our management. Since Mr. Gorrill
is not simply a passive investor but is also one of our active executives, his
interests as an executive may, at times, be adverse to those of passive
investors. Where those conflicts exist, our shareholders will be dependent upon
Mr. Gorrill exercising, in a manner fair to all of our shareholders, his
fiduciary duties as an officer or as a member of our board of directors. Also,
due to his stock ownership position, Mr. Gorrill will have: (i) the ability to
control the outcome of most corporate actions requiring stockholder approval,
including amendments to our Articles of Incorporation; (ii) the ability to
control corporate combinations or similar transactions that might benefit
minority stockholders which may be rejected by Mr. Gorrill to their detriment,
and (iii) control over transactions between himself and Star Gold. We may conduct further
offerings in the future in which case investors shareholdings will be diluted. Since our inception, we have
relied on equity sales of our common stock to fund our operations. We may
conduct additional equity offerings in the future to finance any future business
projects that we decide to undertake. If common stock is issued in return for
additional funds, the price per share could be lower than that paid by our
current stockholders. We anticipate continuing to rely on equity sales of our
common stock in order to fund our business operations. If we issue additional
stock, investors percentage interest in us will be diluted. The result of this
could reduce the value of their stock. Because of the speculative
nature of mineral exploration, there is substantial risk that no commercially
viable mineral deposits will be found. Exploration for commercially
viable mineral deposits is a speculative venture involving substantial risk. We
cannot provide investors with assurance that our mining claim contains
commercially viable mineral deposits. The exploration program that we will
conduct on our claim may not result in the discovery of commercial viable
mineral deposits. Problems such as unusual and unexpected rock formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we may be unable to complete
our business plan and you could lose your entire investment in this
offering. Because of the inherent
dangers involved in mineral exploration, there is a risk that we may incur
liability or damages as we conduct our business. The search for minerals involves
numerous hazards. As a result, we may become subject to liability for such
hazards, including pollution, cave-ins and other hazards against which we cannot
insure or against which we may elect not to insure. We currently have no such
insurance nor do we expect to get such insurance for the foreseeable future. If
a hazard were to occur, the costs of rectifying the hazard may exceed our asset
value and cause us to liquidate all of our assets resulting in the loss of your
entire investment in this offering. Because our stock is a penny
stock, stockholders will be more limited in their ability to sell their stock.   The
shares of our common stock constitute penny stocks under the Exchange Act. The
shares will remain classified as a penny stock for the foreseeable future. The
classification as a penny stock makes it more difficult for a broker/dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker/dealer engaged by the
purchaser for the purpose of selling his or her shares will be subject to rules
15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with
these rules, some broker-dealers will refuse to attempt to sell a penny stock. The "penny stock" rules adopted
by the SEC under the Exchange Act subjects the sale of the shares of our common
stock to certain regulations which impose sales practice requirements on
broker/dealers. For example, brokers/dealers selling such securities must, prior
to effecting the transaction, provide their customers with a document that
discloses the risks of investing in such securities. Legal remedies, which may be
available to an investor in "penny stocks, are as follows: (a)
if "penny stock" is sold to
an investor in violation of his or her rights listed above, or other
federal or states securities laws, the investor may be able to cancel his
or her purchase and get his or her money back.(b)
if the stocks are sold in a
fraudulent manner, the investor may be able to sue the persons and firms
that caused the fraud for damages.(c)
if the investor has signed
an arbitration agreement, however, he or she may have to pursue his or her
claim through arbitration. If the person purchasing the
securities is someone other than an accredited investor or an established
customer of the broker/dealer, the broker/dealer must also approve the potential
customer's account by obtaining information concerning the customer's financial
situation, investment experience and investment objectives. The broker/dealer
must also make a determination whether the transaction is suitable for the
customer and whether the customer has sufficient knowledge and experience in
financial matters to be reasonably expected to be capable of evaluating the risk
of transactions in such securities. Accordingly, the SEC's rules may limit the
number of potential purchasers of the shares of our common stock. PROPERTIES We rent office space from a company partially owned by
our President and  chief  executive officer and director, Lindsay
Gorrill, at  6240 East Seltice Way Suite C, Post Falls, Idaho, USA 83854.
This office space consists of approximately 350 square feet, and Mr. Gorrill
supplies this office space to the company at a cost of $750 per month.  We currently do not own any physical property or own any
real property.   THE EXCALIBUR PROPERTY On April 11, 2008,  Star
Gold Corp. formerly Elan Development, Inc. (the "Registrant") executed a
property purchase agreement (the "Agreement") with MinQuest, Inc. ("MinQuest")
granting the Registrant the right to acquire 100% of the mining interests of one
Nevada mineral exploration property currently controlled by MinQuest, a natural
resource exploration company. The property named the Excalibur Property (the
Property"). The Property is located in Mineral County Nevada and currently
consists of 8 unpatented mining claims. On June 18, 2009 Star Gold Corp. and
MinQuest entered into an amending agreement to add an additional 42 Claims
surrounding the current 8 claims, expanding the total claims to 50 claims held
under the original purchase agreement. We have completed an initial
exploration program on the Excalibur Property, which included Geological
Mapping, Rock Sampling and Assaying. Based on this analysis we have decided to
move forward with the permitting of this property and our drilling program.
 The permitting was completed in June 2010 and our drilling program
commenced the week of June 20th, 2010.    HISTORY The Moho vein was discovered in
1903 and mined intermittently until the 1930s.According to the US Bureau of
Mines IC 6941 written in 1937, the property produced over $100,000 of ore at an
average grade of 1 opt gold, 6.5 opt silver and 1.4% lead. This equates to about
5000 tons of hand sorted ore. The report also states that an additional250,000
tons of ore were blocked out which average approximately 8.5 ppm gold over 3.2
feet of width. Since 1937 additional work was completed along the northern
portion of the project. However, no additional production information is
available for the property. The property went into foreclosure around 1984 and
was held by the lender until 2006 when Tesoro Resources purchased the property.
Although there is significant underground work and numerous trenches along
strike of the mineralized zones, no apparent drilling was found within Tesoros
property during this investigation. In 1991 Dennis Flagle discovered the
Excalibur area. He leased the project to Alta Gold in 1996. The project is
located approximately 3000 feet northeast of the Moho mine. Alta staked
an additional 120 claims south and east of Flagles original Excalibur claims.
Alta reportedly conducted minimal geology, a soil sampling program and completed
eleven RC drill holes from 1997 to 1998. Although this data is not currently
available, it has been offered for sale by Mr. Flagle. Mr Flagle reports that
some highly anomalous gold was encountered in two or more of the drill holes.
Alta Gold went into receivership in 1998 and the property reverted to the
lessor. The claims were abandoned shortly thereafter. MinQuest acquired the
ground through staking of eight unpatented mining claims in 2004 and leased the
project to Star Gold in 2007. Since that time an additional 46 claims have been added,175 rock chip samples have been
collected throughout the property and a geologic map with structure, alteration
and cultural features has been completed.      GEOLOGY  Outcrops within the project boundary have been mapped as
Permian Mina Formation to recent alluvial fill.  The oldest apparent unit
outcropping in the area is at least partially of Permian age known as the Mina
Formation. It has been age dated by K-Ar dates of detrital hornblende and by
fossil fusulinids. The Formation is composed of silty to sandy shale and
greywacke. Graded bedding and turbidity structures were noted in the field and
were useful in identifying the upside of steeply dipping beds. This unit is
green to gray grading from sands to feldspathic mudstone. Massive units are
green in color and probably derived from a basic volcanic component. This unit
is at least 600 feet thick based on mapping within the project area. The middle
unit is composed of tuff with a pumice-rich basal layer. This unit is
distinctive and can be used as a top-set indicator since bedding and sag
structures in shale are generally destroyed by alteration. This unit is rather
thin from a few feet to 20 feet thick. The upper unit is composed of massive to
laminated gray to red-brown chert. It may be up to 200 feet thick in some
places. However, this unit may be thickened by folding and faulting where
mapped. The Mina Formation has been intruded by a Cretaceous quartz-eye granite
porphyry stock on the south end of the project. This porphyry ranges from 89 to
93 Ma. The sediment contact is metamorphosed to slate and bleached quartzite.
Feldspathic diorite plugs intrude the north and central portion of the property.
The diorite has distinctive (calcic) feldspar laths, often encased in another
(sodic) feldspar. These plugs may be lower Miocene in age correlating with other
feldspathic diorite bodies elsewhere in the range. The age dates for similar
plugs in the area range from 15 to 22 Ma. Fractionated mafic dikes or sills are
probably related to the feldspathic diorite plugs. The dikes or sills utilize
fault planes for emplacement. Most of the mineralization occurs during this
phase and strongly affects adjacent slate, meta-tuff. Mild alteration effects
are also noted within the quartz porphyry. The dikes are generally bleached and
altered to clay suggesting mineralizing fluids are related to this event or at
least provided plumbing for later hydrothermal fluids. A late stage leucocratic
dike swarm parallels the main northwesterly trending valley bisecting the
project. This dike swarm cuts all rock types and appears to be the youngest rock
formation within the project boundary. No age dates are known for this unit.  MINERALIZATION  Mineralization appears to be related to the mafic dikes
and portions of the feldspathic diorite contacts. These intrusive events appear
to have acted as conduits for hydrothermal fluids to migrate upwards and deposit
minerals. Prospecting preferentially occurs along the diorite contact near the
south-central portion of the claims, along the Moho Vein, and along altered
mafic dikes and plugs identified elsewhere on the property. There are three
distinct types of breccias related to historic prospecting activities. The first
breccia type occurs along fault zones that contain zones of rubble up to 10 feet
thick flanked by bright orange to red iron oxide staining. A second breccia type
is represented by chert fragments cemented by chalcedonic silica. The third type
of breccia is related to narrow calcite-filled fault zones and associated weak
hematite staining resulting in pink calcite and breccia float trails which are
poorly exposed.  The bulk of the historic prospecting occurs along
multiple, continuous, en echelon zones from 0.5 to 10 feet thick composed of
hematite and sparcemented pebble breccias. These breccias wind through the
faults zones and can be discontinuous and in discordant orientations. The zones
are sometimes 'slaggy' specifically near diorite and mafic dike contacts. The
Moho mine and parallel zones are 6 strongly associated with the diorite contact
and along mafic dikes. The Moho Veins have been prospected to depths of 200
feet or more by multiple shafts and adits. The entire Moho Vein zone can be
traced for over 7500 feet in length, 600 feet in width and over 1000 feet in
elevation. Previous reports indicate an inferred resource of ~250,000 tons
grading 8.5 ppm gold and 90 ppm silver has been blocked out by extensive
underground sampling of existing workings. The Central Target is represented by
the extension of the Moho that lies within the current claim position can be
traced for over 1800 feet before it is lost under alluvial debris. Samples along
this extension range from 0.8 to 7 g/t gold and 6 to 90 g/t silver. The workings
are less extensive on Stargolds claim position. However, the low angle
deposition of the mineralization coupled with multiple stacked veins indicates
potential for either open pit or underground mining. Recent sampling and mapping
have identified alteration consisting of silicified and brecciated zones with
associated anomalous gold and silver concentrations. These alteration zones are
located within the southern and northeastern portions of the property.  The Southern target is defined by an area roughly 1200 by
1500 feet composed of chert fragments cemented with chalcedonic silica. In
places, later fault zones cut this material. The later faults contain clay gouge
probably related to the aforementioned dikes and iron oxides. Gold values can be
as high as 3 g/t, but are generally in the 0.1 to 0.8 g/t range. Silver values
range from 3 to 80 g/t. The Northeastern target is hosted within brecciated
chert and silicified diorite. Barite veins have been noted locally. Gold values
range from 0.1 to 1.5 g/t and average 0.7 g/t   while silver values can reach
10 g/t. This area was soil sampled by Alta Gold in 1997 and reportedly contained
gold to 3 g/t in soils and 8 g/t in select rock chips. In 1998 Alta drilled five
holes to test this target. The hole collars were poorly selected and proved to
be too far from the target. Three holes failed to intersect any alteration while
two holes were lost as they entered the mineralized zone. The area of anomalous
gold is roughly 2500 feet by 900 feet. A target was also identified in the
northwestern corner of the property. Samples collected from this area range from
0.8 to 14 g/t gold and 3 to 90 g/t silver from various pits and shafts. To date,
this area appears to represent narrow, discontinuous structures hosted by a
diorite plug. The target is currently considered too small and will need more
work to bring it to a potential drill target.  THE LONGSTREET PROPERTY Star Gold has signed an option agreement for the Sole
Exclusive Rights to Lease 60 unpatented mining claims totaling approximately 490
hectare from MinQuest Inc known as The Longstreet property. The company is
currently going through the permitting stage to allow it to commence
drilling.  The terms of the 100% option agreement: initial cash
payment of $20,000 USD, issuance of 25,000 shares of Star Gold shares and 25,000
stock options based on fair market price to MinQuest Inc.  The Option
Agreement includes cash payments totaling $250,000 over seven years and the
issuance of 175,000 shares and 175,000 stock options based on fair market
price over the same seven-year period.  The company has agreed to work
commitments of $3,550,000 over seven years.  Following the Seventh
Anniversary and if commitments have been met Star Gold shall receive a quitclaim
for 100% interest in the property in consideration of a 3% NSR to MinQuest
Inc.  The Longstreet project is located 48 kilometers southeast
of the Round Mountain Mine in Nevada.  Longstreet is aRound Mountain style volcanic-hosted gold
deposit. Previous work on the property has defined a resource of +100,000
ounces of gold equivalent within the Main target which is open-ended.Main
received the bulk of the drilling done on the property. The first vein mapping
program ever done at Longstreet was completed in October, 2002. This work
disclosed that gold-bearing veins at Main, as well as 6 other targets in the
project area are steeply dipping. Most of the previous drilling was vertical.
This indicates high potential to increase continuity, tonnage and grade of the
resource. Surface geochemical sampling of veins from all the currently defined
targets found gold values up to 18.1 g/t.  As at Round Mountain the
property contains strong potential for both open pit heap-leachable and
high-grade millable ore.  The property is located 275 kilometers north-northwest of
Las Vegas in Nye County, Nevada and 48 kilometers southeast of the Round
Mountain Mine, which has produced 10 million ounces of gold to date.  Located on U.S. Forest Service lands, the property is
held via 60 unpatented mining claims and 5 unpatented claims on private land
totaling approximately 4.9 km2. These claims cover part of the deep
potential at Main and the NE Main target.  History: The Property was discovered in the
early 1900s, but had limited development work until 1929.  A 1929 report
and maps show development of the Golden Lion Mine on two levels spaced 75
meters apart vertically.  The report indicates development of 300,000 tons
of vein material averaging 0.20 oz/ton (6.8 g/t) gold and 8 oz/ton (274 g/t)
silver.  A mill was constructed, the remnants of which are still on the
property.  However, the small stopes underground indicate very little
mining was done and the operation was abandoned.  The property lay idle until 1980 when Keradamex Inc. and
E & B Exploration formed a joint venture to explore the property.  The
venture conducted soil and rock chip geochemical surveys, limited underground
sampling and drilled seven (one was abandoned) angle core holes into the Main
mine workings area.  This drilling revealed the presence of fracture
related gold mineralization up to 36 meters thick extending into the hanging
wall of the vein structure.  Gold mineralization within this zone averaged
0.02- 0.528 oz/ton (0.7-18.1 g/t) and revealed the presence of a heap leachable
target.  ?In 1982 Minerva
Exploration optioned the property and initiated an underground sampling
program.  In 1983 a joint venture was formed with Geomex Canada Resources
Ltd.  Derry, Michener, and Booth were commissioned to assess the property
and conducted underground sampling, bulk sampling and metallurgical
testing.  They concluded there were reserves of 60,000 tons averaging 0.11
oz/ton (3.8 g/t) gold and 5 oz/ton (171 g/t) silver.  In early 1984 Naneco Resources Ltd., an Alberta company,
acquired all of the assets of Minerva and an additional   10 percent interest in the
property from Geomex.  As operator, Naneco immediately initiated
drilling.  In 1985, with over 200 RC holes drilled the venture announced an
oxidized drill inferred reserve of 850,000 tons averaging 0.079 oz/ton (2.7 g/t)
gold and 1.1 oz/ton (38 g/t) silver along with an additional low grade reserve
of 1.5 million tons averaging 0.021 oz/ton (0.72 g/t) gold and 0.4 oz/ton (14
g/t) silver.  During the next few years Naneco increased its interest
from 53 percent to 100 percent; conducted additional metallurgy; economic
evaluation and drilling.  The most recent reported resource indicates a
drill proven reserve of 140,000 ounces of gold.  At least 492 RC holes
have been drilled, most within the Main resource area.  Nanecos last
announcement also states that total property potential is considerably higher
than the 280,000 ounces currently believed to exist.  Unable to raise
money because of falling gold prices and strapped with high land payments to the
claim owners, Naneco dropped the property in 1998.  MinQuest acquired it
shortly thereafter. The Cyprus target, which was evaluated by Cyprus Minerals
Company in 1987 was acquired by MinQuest in early 2002.  The property was optioned to Rare Earth Metals Corp.
(REM) in May of 2002. REM later changed its name to Harvest Gold. Mapping and
geochemical sampling of the 7 targets shown on the attached map was completed in
October, 2002. From 2003 through 2005 REM drilled 30 holes into Main totaling
3,350 meters. The drill holes were angled toward the intersection of the two
primary sheeted vein sets. Results showed a 20% improvement in average grade
over vertical drilling. MinQuest created drilling sections on 30m spacing and
did geologic interpretation of the veins and calculated a resource using a 0.015
oz/ton (0.51 g/t) gold equivalent cut-off. The Main deposit has a calculated
geologic resource totaling 2,847,690 tons at a non-diluted grade of 0.061 oz/ton
(2.09 g/t) gold equivalent (172,571 ounces). It is estimated that roughly 60
percent of this resource (103,542 ounces) may be minable by open pit, heap leach
methods.  When REM split into Harvest Gold and VMS Ventures Inc.
all of the attention and funding went to VMS and Harvest did no additional work
at Longstreet from late 2005 to the present. After continuing protests from
MinQuest the property was finally returned in August, 2009. By agreement with
Minquest, Star Gold Corp. acquired the property on January 15, 2010.  Geology and Metallurgy: The Longstreet Project
hosts a Round Mountain type volcanic-hosted gold/silver district.  As at
Round Mountain the host rocks are poorly to moderately welded tuffs.  The
bulk of the mineralization is contained in steeply dipping multiple vein
sets.  The mineralized veins consist of quartz, pyrite and adularia. 
Round Mountain, which originally emphasized bulk mining and run of mine heap
leaching, now is designing its mining around the occurrence of high grade veins.
The property occurs near the eastern edge of the northwest-trending Walker Lane
volcanic hosted gold trend that includes such world-class deposits as the
Comstock and Goldfield. Within this trend there is a more local northwest
trending belt of gold occurrences, with Round Mountain being the largest
discovered to date. Within the project area northwest and east-west trending
shear zones host the bulk of the gold/silver mineralization.  These shears
average 65-75o dips, tend to be broad zones of many narrow veins and show normal
movement (hanging wall down).  Mapping has shown that not only are the
veins steeply dipping, but that in 5 of the 7 targets both shear trends are
present. This means that to penetrate the maximum number of veins, not only are
angle drill holes critical, but that they must be oriented perpendicular to the
intersection of the 2 sets.  Star Gold Corp. has plotted approximately 300 drill holes
in the vicinity of the Main resource and produced cross-sections.  Many of
the holes are 30 meters or less in depth, which is insufficient to test the
mineralization and most are vertical.  The 30 angle holes by REM and
mapping and sampling of the two adits that cross the mineralization have allowed
a more accurate interpretation of the Main deposit. The deposit consists of
three distinct vein orientations. Historical mining and exploration concentrated
on the Adit vein, a nearly east-west trending 45o north dipping structure. In
addition, two sets of nearly vertical (~70o) sheeted veins form an important
part of the resource. These veins trend N80E (azimuth = 80) and N35W (azimuth =
325).  After considerable study it has been determined that the most
effective cross-section direction is along the intersection of these two vein
directions, N11E (azimuth = 11).  Although the historic vertical drilling
gave a reasonable estimate of the Adit vein resource it had a small hit rate of
high angle veins and missed the majority of this portion of the resource.  Interpretation of the cross
sections shows the Main gold zone is open to the west and southeast. 
Additional drilling is needed on the deposit extensions. In addition six
additional areas of sheeted veining associated with major shear zones have been
identified.  All have significant associated gold anomalies and several
have some geochemical drilling. At Cyprus Ridge the primary target are primary
veins up to 5 meters in true thickness.  These 6 zones are described below
under Targets.   Metallurgy: 
Kappes, Cassiday and Associates composited numerous oxide drill intercept
cuttings and conducted bottle roll tests on 10 samples.  Average results
for -10 mesh samples were 85.4 percent gold and 37.9 percent silver recovery in
72 hours.  Chemical consumption was normal.  KCA then conducted column
tests on three samples to test low, medium and high grade ore from
underground.  After crushing to -3/4 inch the samples averaged 82 percent
gold and 29 percent silver recovery.  Crushing to -6 mesh increased
recovery to 93 percent for gold and 52 percent for silver.  KCA also
conducted agitated cyanide tests on pulverized material and obtained 92 percent
gold and 81 percent silver recovery.  These are the recoveries expected in
a conventional mill. Column leach tests were also
done by Bacon-Donaldson on -2 inch material.  Recoveries varied from 85-90
percent for gold and 9-28 percent for silver, with underground samples being
more susceptible to leaching than surface samples.  It appears the oxide
zone of the Main deposit has reasonable leaching characteristics although silver
recovery is poor. Targets:  A short
description of the 7 currently identified drilling targets at Longstreet
follows:Main- The target consists
of intersecting high-angle NW and E-W sheeted vein systems. Completion of an
angle drilling program to the southwest perpendicular to the intersection of the
two vein sets will continue to produce improved continuity and higher tonnage
and grade.  Un-drilled extensions of this mineralization are indicated to
the southeast and west. NE Main: Approximately
450m N-NE of the Main resource there is a poorly-exposed, un-drilled target that
looks identical to Main. The highest surface vein assay here is 0.93 ppm
gold.? ?Opal Ridge:This is an erosional
remnant of a sinter apron that once covered a much larger area. Extensions of
the Main resource are down-dropped approximately 60m with an apparent
displacement to the north of less than 10m. E-W and NW high level opal-rich
veins are exposed in the lower portion of the apron with gold values up to 0.51
ppm. Although there may be a higher stripping ratio here, more of the deposit
may be preserved. North: This is a sheeted
vein system with identical vein attitudes to Main. Values up to 18.1 ppm Au
indicate a strong system, although vein density appears to be less than at Main.
The western end of the target has the strongest exposed mineralization. Cyprus Ridge Zone: Quartz
veins up to 5 m thick occur in this 1.1 km long northwest trending sheeted vein
system.  Cyprus Minerals Company completed a 920 m drill program in
1987.  All of the Cyprus holes were vertical or high angle and none tested
the large primary vein set. No high-grade gold was intersected in their
drilling. MinQuest mapped the intricate vein system in 2002, and collected 41
surface samples that contained values of up to 11.16 g/t Au, but average values
are approximately 0.50 g/t.  Due to the abundance of low temperature
silica, MinQuest concluded that the gold values are leakage anomalies from a
deeper boiling zone.  The boiling zone is a high priority drill target. Red Knob Zone:
Mineralization outcrops as northwest trending sheeted quartz-adularia veins over
an area 150m wide by 300m long. Surface sampling found values up to 2.97 g/t
gold. In addition, a boulder field on the north side of the target contains
quartz-adularia veins up to 1m in thickness in an area of no outcrop. 
Drill intercepts from two holes testing a small portion of the target include
4.6 m @ 5.6 g/t Au and 7.6 m @ 0.99 g/t Au. Spire: This is an E-W
vertical to steeply north dipping sheeted vein system. Intersecting
NW trending veins are present, but are much less abundant than at Main. The
highest assay from Spire is 0.45 ppm gold. There is a strong possibility of discovering two or more
economic, open pitable, heap leachable, deposits grading +0.06 oz/ton (+2.1 g/t)
gold with significant silver credits at Longstreet.  In addition, the
Cyprus targ has strong potential of becoming a high-grade +0.5 oz/ton (+17.1
g/t) underground mine.  Situated on a high ridge-top, it could be easily
mined from a canyon elevation adit.  THE JET PROPERTY  On July 7th, 2010 the company acquired a 100%
interest in the Jet Property located in Nevada from Minquest.  The
agreement calls for the Company to invest a total of $110,000 (consisting of
$40,000 in direct payments to MinQuest and $70,000 in expenditures towards
development of the project) over the next seven years.  Under the agreement
MinQuest is also entitled to receive residual payments if and when the project
enters into production.    Location: The property is located
between the Palmetto Mountains south of Silver Peak in Esmeralda County, Nevada
about 300 kilometers northwest of Las Vegas.  Goldfield, a 5.0 million
ounce gold producer is 40 kilometers to the east. Access to the property is by
15 kilometers of good gravel road from Silver Peak.  Land Status: Star Gold holds the
property via unpatented mining claims on BLM federal lands.  MinQuest
controls all claims that cover known targets.  History: Several short adits
were developed in the area in the 1920s and1930s.  Three of the four
adits found are open to inspection. There is no evidence of any production from
this work. The property lay idle until 1974 when Lyle Cambell, working on a
grubstake agreement with American Selco, sampled and recommended it for
acquisition. Cambells dump sampling averaged 2.0 g/t Au,,with a few grab
samples assaying as high as 22 g/t.  American Selco sampled
the underground working and developed a small reserve, according to Herb Duerr,
who was one of the samplers. According to Duerr, some high grade values were
found in brecciated quartz veins. MinQuest does not have this data, but sample
tags are still present in the adits inspected.  Geology: Regionally, the Jet
property is located within the Walker Lane, which hosts important precious metal
deposits such as Bullfrog, Goldfield and Tonopah.  The project area is
underlain largely by chert, argillite and lessor limestone of the Ordovician age
Palmetto formation that has been intruded by a large intermediate intrusive. The
contact zone between the intrusive and sediment is a brecciated zone that
strikes nearly east-west. Several apparently gently dipping quartz veins have
been emplaced within this contact zone and then breccciated by further faulting.
Post-mineral dikes, following late high angle faults are also present. Tertiary
extrusive volcanics cover part of the surrounding area.   The area has
been partially buried by material eroded from higher topography to the
south.  One adit, near the base
of the contact zone, intersects chacopyrite-bearing quartz that looks similar to
high-grade gold ores in the Silver Peak district to the north. Sampling of
quartz from the adits and dumps found significant gold values (up to 10.7 g/t)
associated with the vein quartz.  Targets: Initial inspection of
underground workings at Jet indicates that the workings are largely accessible
and should be systematically mapped and sampled. It currently appears that
several veins occur in a contact breccia zone that is greater than 15 meters
thick and gently dipping.  Establishment of the attitude of this contact
zone and confirmation of the grades found by American Selco could quickly
produce a drill target. No drilling has been done on the property.              LIQUIDITY
AND CAPITAL RESOURCES Working
CapitalOctober 31, 2010

April 30, 2010Current
Assets



$
              30,163

$
        114,632Current
Liabilities



$
            (66,263)

$
        (15,660)Working
Capital (Deficit)


$
            (36,100)

$
          98,972  Cash
FlowsSix Months Ended October 31, 2010Cash Flow
from (used in) Operating Activities

$
            (182,109)Cash Flow
from (used in) Financing Activities

$
                99,017Cash Flows
from (used in) Investing Activities

$
                (1,377)Net increase
(decrease in Cash During Period

$
              (84,469)  Cash
Flows The decrease in our working capital surplus at October 31, 2010
from the period ended April 30, 2010 is reflective of the current state of our
business development., primarily due to the increase in our professional fees
paid, property acquisition and exploration expenses in connection with moving
forward with our business plan and the operating expenses associated with our
continuing reporting obligations under the Securities and Exchange Act of
1934. As of October 31, 2010, we had cash on hand of $30,163. Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions. We have not attained profitable operations and
are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the year ended April 30, 2010, that there is substantial doubt
that we will be able to continue as a going concern.                 SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES  SCHEDULE OF GENERAL AND ADMINISTRATIVE
EXPENSES(Unaudited)For the Three

For the SixMonths Ended

Months EndedOctober 31,

October 31,2010

2010Legal, audit
and professional fees



$
         24,910

$
         28,596Office and
computer expense



3,401

8,002Rent and
lease expense




2,623

4,173Telephone and
utilities




523

1,020Auto and
travel




1,481

4,165Consultant
Fees




22,122

48,979Management
and Directors fees



9,250

17,000Stock Option
Expense




170,645

170,645General
Administrative and Insurance



3,476

11,969Exploration
and Development expense



71,356

110,184TOTAL GENERAL
AND ADMINISTRATIVE EXPENSES


$        309,785

$        404,733  Current Financial Operations As described herein, the Company has commenced and will continue
exploration on the Jet, Longstreet and Exaclibur properties.  Exploration
and development expense of $110,184 for the six months ending October 31 ,2010
for permitting, environmental studies, assays, detailed geologic mapping of the
properties and extensive sampling to determine potential sites for future mining
operations.  Relative to past periods, additional professionals and
consultants have been utilized to further the exploration and development of the
properties.  Stock options with associated expense of $170,645 were granted to
certain key consultants, professional advisors, officers and directors during
the six months ended October 31, 2010.  Future Financings We have incurred a net loss of $767,261 for the period from
December 8, 2006 (inception) to October 31, 2010 and have no revenues to date.
Our future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claims. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. There is no assurance that we will
achieve any of additional sales of our equity securities or arrange for debt or
other financing for to fund our planned business activities. We presently do not have any arrangements for additional financing
for exploration work beyond Phase II of our exploration program, and no
potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase II of our
exploration program.  OFF-BALANCE SHEET ARRANGEMENTS We have 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.    CRITICAL ACCOUNTING POLICIES The financial statements presented with this Quarterly Report on
Form 10-Q have been prepared in accordance with generally accepted accounting
principles in the United States of America for interim financial information.
These financial statements do not include all information and footnote
disclosures required for an annual set of financial statements prepared under
United States generally accepted accounting principles. In the opinion of our
management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at October 31, 2010 and for all periods
presented in the attached financial statements, have been included. Interim
results for the three month period ended October 31, 2010 are not necessarily
indicative of the results that may be expected for the fiscal year as a
whole. We have identified certain accounting policies, described below,
that are most important to the portrayal of our current financial condition and
results of operations. Our significant accounting policies are disclosed in the
notes to our consolidated financial statements for the year ended April 30,
2010. Exploration Stage Enterprise Our financial statements are prepared using the accrual method of
accounting and according to the provisions of Statement of Financial Accounting
Standards No. 7 (SFAS 7), Accounting and Reporting for Development Stage
Enterprises, as we devote substantially all of our efforts to acquiring and
exploring mineral properties in British Columbia, Canada and the State of
Nevada. Until such properties are acquired and developed, we will continue to
prepare our financial statements and related disclosures in accordance with
entities in the exploration stage. Cost of Maintaining Mineral Properties We do not accrue the estimated future costs of maintaining our
mineral properties in good standing. Mineral
Property Acquisition Payments and Exploration Costs We record our interest in mineral properties at cost. We expense
all costs incurred on mineral properties to which we have secured exploration
rights, other than acquisition costs, prior to the establishment of proven and
probable reserves. If and when proven and probable reserves are determined for a
property and a feasibility study prepared with respect to the property, then
subsequent exploration and development costs of the property will be
capitalized. We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable. Exploration Expenditures We
follow a policy of expensing exploration expenditures until a production
decision in respect of the project and we are reasonably assured that it will
receive regulatory approval to permit mining operations which may include the
receipt of a legally binding project approval certificate.  Management periodically reviews the carrying value of its
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that we will continue exploration on such project. We do not set a
pre-determined holding period for properties with unproven deposits, however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are reevaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.   If an area of interest is abandoned or it is determined that its
carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values. Our exploration activities and proposed mine development are
subject to various laws and regulations governing the protection of the
environment. These laws are continually changing, generally becoming more
restrictive. We have made, and expect to make in the future, expenditures to
comply with such laws and regulations. The accumulated costs of properties that are developed in the
stage of commercial production will be amortized to operations through
unit-of-production depletion. Use of Estimates The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes for the reporting
period. Significant areas requiring the use of management estimates relate to
the valuation of its mineral leases and claims and our ability to obtain final
government permission to complete the project.  CONTROLS
AND PROCEDURES.  Evaluation of Controls and Procedures  We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to our management, including our chief executive
and financial officer, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, as ours are designed to do, and management necessarily was required
to apply its judgment in evaluating the cost- benefit relationship of possible
controls and procedures.  As of October 31, 2010, an evaluation was performed under
the supervision and with the participation of our management, including our
chief executive and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, our chief executive and principal financial officer concluded that
our disclosure controls and procedures were effective.  Changes in Internal Controls  There have been no changes in the Company's internal
controls over financial reporting that occurred during the Company's last fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting, except that the Company increased its internal controls
around the issuance and recording of common stock sales.   Limitations on the Effectiveness of
Controls  A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. The Company's disclosure
controls and procedures are designed to provide reasonable assurance of
achieving its objectives. The Company's chief executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures are effective at that reasonable assurance level.    PART
II - OTHER INFORMATION  ITEM
1. LEGAL
PROCEEDINGS None.  ITEM
2.           UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None.  ITEM
3. DEFAULTS
UPON SENIOR SECURITIES None.  ITEM
4. [REMOVED
AND RESERVED]  ITEM
5. OTHER
INFORMATION None  ITEM
6.               
EXHIBITS Number
Description
of Exhibits3.1
Articles
of Incorporation.(1)3.2
Bylaws,
as amended. (1)4.1
Form
of Share subscription.(1)10.1
Purchase
Agreement dated April 17,2005 between Andrew Sostad and Star Gold
Corp.(1)31.1
Certification
of Chief Executive Officer and Chief Financial Officer as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification
of Chief Executive Officer and Chief Financial Officer as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.  (1)
Filed
with the SEC as an exhibit to our Registration Statement on Form      SB-2 originally filed on June 13,
2007, as amended.   SIGNATURES In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. STAR GOLD
CORP.  December
15, 2010
By:
/s/ Kelly
StopherKelly
StopherChief Financial
Officer(Principal
Accounting Officer)