UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K-A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 27, 2014

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Star Gold Corp.

(Name of Small Business issuer in its charter)

Nevada		000-52711		27-0348508
(State or other jurisdiction of  incorporation or organization)		(Commission File No.)		(IRS Employer Identification Number)

611 E. Sherman Ave.

Coeur d’Alene ID 83814

(Address of principal executive offices)

208- 644-5066

(Registrant’s telephone number)

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Explanatory Paragraph

This Amendment to our Current Report on Form 8K, filed August 28, 2014 is being filed solely to correct the number of shares and warrants reported as sold.  No other information has been changed.

Item 3.02 Unregistered Sales of Equity Securities

On August 27, 2014, the Company closed a private placement in which it issued a total of 1,614,400 shares of common stock and warrants to purchase an additional 1,614,400 shares to 9 investors, raising a total of $371,312.00.  Warrants issued in the Offering entitled the holder thereof to purchase shares of common stock for the price of $.23 per share and expire sixty (60) months after their issuance date.  Shares were issued in reliance on Section 4(2) of the Securities Act of 1933 (the “Act”) and Rule 506 of Regulation D promulgated under the Act.  

Star Gold Corp.

/s/ Kelly Stopher

Kelly Stopher

Chief Financial Officer

September 08, 2014