Edgar Filing: Stargold Mines, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2007

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-51197

STARGOLD MINES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada

(State of incorporation)

98-0400208

(IRS Employer ID Number)

1840 Gateway Drive

Suite 200

San Mateo, California 94404

(Address of principal executive offices)

(604) 673-8427

(Issuer's telephone number)

_______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 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.

YES x NO o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES x NO o

Number of shares of common stock outstanding as of August 20, 2007: 41,219,311shares of common stock.

Transitional Small Business Format Yes o No x

TABLE OF CONTENTS

		Page
PART I
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis or Plan of Operation
Item 3 Controls and Procedures
PART II
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits

SIGNATURES

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2007 AND 2006

UNAUDITED

CONTENTS

Balance Sheets	1
Statements of Operations	2 - 3
Statements of Stockholders' Equity	4
Statements of Cash Flows	5
Notes to Financial Statements	6 - 13

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Balance Sheets

June 30, 2007 and December 31, 2006

Unaudited

	June 30,			December 31,
	2007			2006
				(Audited)
ASSETS
Current
Cash	$	259,788		$	7,879
Prepaid expenses		70,437			-

Total Current Assets		330,225			7,879

Long-term

Loan Receivable (note 3)		1,100,000			1,000,000

Total Assets	$	1,430,225		$	1,007,879

LIABILITIES
Current
Accounts payable	$	24,600		$	25,282
Advance from related party		-			240
Loan payable (note 4)		35,000			-

Total Current Liabilities		59,600			25,522

Total Liabilities		59,600			25,522

STOCKHOLDERS' EQUITY
Capital Stock (note 5)
Authorized
1,000,000,000 common stock,
par value $0.0001 per share
Issued
41,219,311common stock
(2006 - 81,000,000)		4,122			9,000

Additional Paid-in Capital		1,551,698			1,036,000

Deficit Accumulated During the Development Stage		(185,195	)		(62,643	)

Total Stockholders' Equity		1,370,625			982,357

Total Liabilities and Stockholders' Equity	$	1,430,225		$	1,007,879

(The accompanying notes are an integral part of these financial statements.)

-1-

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Statements of Operations

Six Months Ended June 30, 2007 and 2006 and Cumulative for the Period from the Date of Inception (May 21, 2003) through to June 30, 2007

Unaudited

								Period from the Date of Inception (May 21, 2003) through to June 30,
		2007			2006			2007

Revenue	$	-		$	3,821		$	68,739
Cost of Sales		-			3,259			60,508

Gross Profit		-			562			8,231

Expenses
Professional fees		48,403			2,000			91,230
Salaries and benefits		40,000			-			40,000
Consulting fees		20,000			-			20,000
Office and general		14,149			85			19,181
Bad debt		-			-			26,915

Total Expenses		122,552			2,085			197,326

Operating Loss		(122,552	)		(1,523	)		(189,095	)

Other Income
Debt forgiven		-			-			5,900

Net Loss	$	(122,552	)	$	(1,523	)	$	(183,195	)

Basic and Diluted Loss Per Weighted Average Number of Shares Outstanding During the Period	$	$0.00		$	0.00

Basic Weighted Average Number
of Shares During the Period		78,920,354			80,000,000

(The accompanying notes are an integral part of these financial statements.)

-2-

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Statements of Operations (cont'd)

Three Months Ended June 30, 2007 and 2006

Unaudited

	2007			2006
Revenue	$	-		$	-

Cost of Sales		-			-

Gross Profit		-			-

Expenses
Professional fees		30,242			-
Salaries and benefits		40,000			-
Consulting fees		20,000			-
Office and general		9,048			85

Total Expenses		99,290			85

Operating Loss		(99,290	)		(85	)

Other Income
Debt forgiven		-			-

Net Loss	$	(99,290	)	$	(85	)

Basic and Diluted Loss Per Weighted Average Number of Shares Outstanding During the Period	$	0.00		$	0.00

Basic Weighted Average Number
of Shares During the Period		76,756,552			80,000,000

(The accompanying notes are an integral part of these financial statements.)

-3-

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Statements of Stockholders' Equity

Periods Ended June 30, 2007 and 2006 and the Period from the Date of Inception (May 21, 2003) through to June 30, 2007

Unaudited

										Deficit
										Accumulated
	Common			Common			Additional			During the
	Shares			Shares			Paid-in			Development			Stockholders'
	Number			Amount			Capital			Stage			Equity

Balance, May 21, 2003		1,000,000		$	$ 1,000		$	$4,000		$	-		$	5,000
Net loss for the period		-			-			-			(1,728	)		(1,728	)

Balance, December 31, 2003		1,000,000		$	1,000		$	4,000		$	(1,728	)	$	3,272
Common shares issued		1,000,000			1,000			39,000			-			40,000
Net loss for the period		-			-			-			(4,513	)		(4,513	)

Balance, December 31, 2004		2,000,000		$	2,000		$	43,000		$	(6,241	)	$	38,759
Net loss for the period		-			-			-			(5,676	)		(5,676	)

Balance, December 31, 2005 - as previously reported		2,000,000		$	2,000		$	43,000		$	(11,917	)	$	33,083
Restated to give retroactive effect to the November 23, 2006 1 for 40 stock split (note 5 and 8)		78,000,000			6,000			(6,000	)		-			-

December 31, 2005 - as restated		80,000,000			8,000			37,000			-			45,000
Common shares issued		1,000,000			1,000			999,000			-			1,000,000
Net loss for the period		-			-			-			(50,726	)		(50,726	)

Balance, December 31, 2006		81,000,000		$	9,000		$	1,036,000		$	(50,726	)	$	994,274
Common shares issued for cash (note 5)		83,200			8			8,312			-			8,320
Common shares issued for services (note 5)		25,000			3			2,497			-			2,500
Common shares issued for cash (note 5)		111,111			11			406,101			-			406,112
Warrants issued for cash (note 5)		-			-			93,888			-			93,888
Common shares cancelled (note 5)		(40,000,000	)		(4,000	)		4,000			-			-
Net loss for the period		-			-			-			(122,552	)		(122,552	)

Balance, June 30, 2007		41,219,311		$	$4,122		$	1,551,698		$	(185,195	)	$	1,370,625

-4-

STARGOLD MINES, INC.

(FORMERLY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Statements of Cash Flows

Six Months Ended June 30, 2007 and 2006 and Cumulative for the Period from the Date of Inception (May 21, 2003) through to June 30, 2007

Unaudited

	Period
	from the Date of
	Inception
	(May 21, 2003)
	through to June 30,
	2007			2006			2007
Cash Flows from Operating Activities
Net loss	$	(122,552	)	$	(183,195	)	$	(1,523	)
Adjustments for working capital:
Accounts receivable		-			-			(5,120	)
Prepaid expenses		(70,437	)		-			(70,437	)
Accounts payable		(682	)		-			19,480

Net Cash Flows Used in Operating Activities		(193,671	)		(1,523	)		(239,272	)

Cash Flows from Investing Activities
Loan receivable		(100,000	)		-			(1,100,000	)

Net Cash Flows Used in Investing Activities		(100,000	)		-			(1,100,000	)

Cash Flows from Financing Activities
Issuance of common stock		510,820			-			1,555,820
Advance from related party		(240	)		-			240
Loan payable		35,000			2,000			35,000

Net Cash Flows Provided by Financing Activities		545,580		2,000		1,591,060

Net Increase in Cash		251,909		477		251,788
Cash - Beginning of Period		7,879		10,158		-

Cash - End of Period	$	259,788	$	10,635	$	259,788

Supplemental Cash Flow Information

During the periods, the Company had no cash flows arising from interest and income taxes paid.

(The accompanying notes are an integral part of these financial statements.)

-5-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

1.	Description of Business and Going Concern

Description of Business

Stargold Mines, Inc. (the "Company"), formerly Sockeye Seafood Group Inc., (Sockeye Seafood Group Inc. merged with its wholly-owned subsidiary Stargold Mines, Inc. on November 23, 2006 and changed its name to Stargold Mines, Inc.) was incorporated under the laws of the State of Nevada on May 21, 2003. The Company was formed to engage in the business of procuring and marketing seafood products direct from Pacific Northwest First Nations organizations to North American and international wholesalers, distributors, and retailers.

The Company's operations have been limited to general administrative operations, purchasing a limited amount of sample inventory, minimal sales and establishing its website. The Company is considered a development stage company in accordance with Statement of Financial Accounting Standards ("SFAS") No. 7 "Accounting and Reporting by Development Stage Enterprises". The Company is currently working on acquiring licenses to develop and extract natural resources in the Siberian and Far Eastern Districts of Russia.

Going Concern

The accompanying financial statements have been prepared in accordance with accounting principle generally accepted in the United States of America with the assumption that the Company will be able to realize its assets and liabilities in the normal course of business. The Company has experienced recurring losses since inception and has negative cash flows from operations that raise substantial doubt as to its ability to continue as a going concern. For the period ended June 30, 2007, the Company experienced a net loss of $122,552 (2006 - $1,523) and has a deficit accumulated during the development stage of $185,195 at June 30, 2007.

The Company's ability to continue as a going concern is contingent upon its ability to secure additional financing and attaining profitable operations.

Management is pursuing various sources of equity financing. Although the Company plans to pursue additional financing, there can be no assurance that the Company will be able to secure financing when needed or obtain such on terms satisfactory to the Company, if at all.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

-6-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with U.S. generally accepted accounting principles, and their basis of application is consistent with that of the previous period. Outlined below are those policies considered particularly significant:

Basis of Financial Statement Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the requirement of item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission ("SEC").

Reporting Currency

The U.S. dollar has been used as the unit of measurement in these financial statements.

Revenue Recognition

The Company recognizes revenues when there is a definitive sales agreement, and upon shipment of products, when title is passed and the amount collectible can reasonably be determined.

Interest is recognized on the accrual basis.

Financial Instruments

Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from the financial instruments. The fair value of the financial instruments approximates their carrying values, unless otherwise noted.

-7-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Comprehensive Income (Loss)

The Company adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130 establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of financial statements. Comprehensive income is presented in the statements of operations, and consists of net income and unrealised gains (losses) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with SFAS No. 87. SFAS No. 130 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

Income Tax

The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Earnings (Loss) per Share

The Company adopted SFAS No.128, "Earnings per Share" which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to convertible bonds, stock options and warrants for each period. As the warrants were anti-dilutive, there was no adjustment to the basic loss per share.

-8-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

2.	Summary of Significant Accounting Policies (cont'd)

Concentration of Credit Risk

SFAS No. 105, "Disclosure of Information About Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentration of Credit Risk," requires disclosure of any significant off-balance-sheet risk and credit risk concentration. The Company does not have significant off-balance-sheet risk or credit concentration.

For other receivables, the Company determines, on a continuing basis, the probable losses and sets up a provision for losses based on the estimated realizable value.

Concentration of credit risk arises when a group of clients having a similar characteristic such that their ability to meet their obligations is expected to be affected similarly by changes in economic of other conditions. The Company does not have any significant risk with respect to a single client.

Use of Estimates

Preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. These estimates are based on management's best knowledge of current events and actions the Company may undertake in the future. Actual results may ultimately differ from those estimates, although management does not believe such changes will materially affect the financial statements in any individual year.

Recent Accounting Pronouncements

In February 2007, Financial Accounting Standards Board ("FASB") issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities - Including an Amendment of FASB Statement 115" ("SFAS No. 159"), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments.

-9-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

Summary of Significant Accounting Policies (cont'd)

Recent Accounting Pronouncements (cont'd)

The statement requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities.

SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year provided the entity also elects to apply the provisions of SFAS No. 157 "Fair Value Measurements." Upon implementation, an entity shall report the effect of the first remeasurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings. Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation.

On May 2, 2007 the FASB issued FASB Interpretation FIN No. 48-1, “Definition of Settlement in FASB Interpretation 48” (“FIN 48-1”). FIN 48-1 amends FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109”, to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The guidance in FIN 48-1 shall be applied upon the initial adoption of FIN 48. Accordingly, the Company has applied the provisions of FIN 48-1 effective January 1, 2007. The adoption of FIN 48-1 did not have a material impact on the Company’s results of operations and financial condition.

In May 2007, the FASB issued a FASB Staff Position on FIN 46(R)-7, "Application of FASB Interpretation No. 46(R) to Investment Companies" ("FSP FIN 46 (R)-7"). FSP FIN 46(R)-7 addresses the application of FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities", by an entity that accounts for its investments in accordance with the specialized accounting guidance in the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide, "Investment Companies" (the “Guide”). The adoption of FSP FIN 46(R)-7 did not have a material impact on the Company's results of operations and financial condition.

In June 2007, the AICPA issued Statement of Position ("SOP") No. 07-1, ''Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (“SOP No. 07-1”). SOP No. 07-1 clarifies when an entity may apply the provisions of the Guide. Investment companies that are within the scope of the Guide report investments at fair value; consolidation or use of the equity method for investments is generally not appropriate. SOP No. 07-1 also addresses the retention of specialized investment company accounting by a parent company in consolidation or by an equity method investor. SOP No. 07-1 is effective for fiscal years beginning on or after December 15, 2007 with early adoption encouraged. The Company is currently evaluating the impact, if any of SOP No. 07-1 on the Company’s consolidated financial statements.

-10-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

3.	Loan Receivable

The loan receivable from UniverCompany Limited Liability Company, a Russian limited liability society ("UniverCompany"), is non-interest bearing, unsecured and has no specified terms for repayment. See note 7.

4.	Loan Payable

The loan payable to Blue Water Partners is non-interest bearing, unsecured and has no specified terms of repayment.

5.	Capital Stock

Authorized

1,000,000,000common stock, par value $0.0001 per share

	2007		2006
Issued
41,219,311common stock (2006 - 81,000,000)	$	4,122	$	9,000

On November 23, 2006, the Company implemented a one for forty (1:40) forward stock split and increased its authorized shares of common stock on a corresponding basis. The 2006 comparative number of shares have been retroactively adjusted to give effect to the stock split.

On December 19, 2006 the Company issued 1,000,000 units of the Company's securities, each unit consisting of one share of common stock and one share purchase warrant for total proceeds of $1,000,000. Each warrant is exercisable for one share of common stock at an exercise price of $2.50 for two years from the date of issuance. Due to the substantial difference between market value and exercise price no value has been attributed to the warrants.

In March 2007, the Company issued 25,000 shares for services valued at $2,500.

In March 2007, the Company issued 83,200 shares for cash of $8,320.

In May 2007, the Company issued 111,111 shares by way of the sale of 111,111 units of the Company's securities. Each unit consists of one share of common stock and one half Class A Warrant. Each Class A Warrant is exercisable for one share of common stock at an exercise price of $7.00 for 2 years from the date of issuance. The units were issued for cash of $406,112 for the common shares and $93,888 for the Class A Warrants.

In June 2007, the Company cancelled 40,000,000 issued common shares that were held by former directors.

-11-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

6.	Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109. This standard prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The provision for income taxes has been computed as follows:

	2007			2006

Expected income tax recovery at the statutory rate - 31% (2006 - 31%)	$	(38,481	)	$	(2,016	)
Valuation allowance		38,481			2,016

Provision for income taxes	$	-		$	-

The Company has tax losses available to be applied against future years income. Due to the losses incurred in the current period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward and stock option compensation expense will not be realized through the reduction of future income tax payments, accordingly a 100% valuation allowance has been recorded for deferred income tax assets.

As of June 30, 2007 and 2006, the Company had approximately $176,426 and $3,700 respectively, of federal and state net operating loss carryforwards available to offset future taxable income. The losses expire in 20 years from the date the loss was incurred.

Expiry 2025	$	3,700
Expiry 2026		50,726
Expiry 2027		122,000

	$	176,426

-12-

STARGOLD MINES, INC.

(FORMELY SOCKEYE SEAFOOD GROUP INC.)

(A DEVELOPMENT STAGE COMPANY)

Notes to Financial Statements

June 30, 2007 and 2006

Unaudited

7.	Subsequent Events

On November 30, 2006, the Company entered into a stock purchase agreement with UniverCompany and agreed to purchase from shareholders of UniverCompany 100% of the issued and outstanding shares of common stock of UniverCompany. In consideration therefore, the Company will issue to the shareholders of UniverCompany 41,000,000 shares of the Company's common stock.

The consummation of above transactions will take place at a closing to be held at a later date. Such closing will not take place until certain conditions have occurred.

On July 11, 2007, the Company authorized the sale of 333,333 units of the Company's securities, each unit consisting of one share of common stock and one half Class A Warrant. Each Class A Warrant is exercisable for one share of common stock at an exercise price of $7.00 for 2 years from the date of issuance. The purchase price for a unit shall be $4.50.

8.	Restatement

The stockholders' equity has been retroactively restated to give effect to the 1 for 40 stock split as described in note 5.

-13-

Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-QSB, references to the "Company," "we," “our” or "us" refer to Stargold Mines, Inc., unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-QSB (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

We were incorporated under the laws of the State of Nevada on May 21, 2003 under the name Sockeye Seafood Group, Inc. On November 13, 2006, we entered into a Plan and Agreement of Merger with our wholly-owned subsidiary, Stargold Mines, Inc., a Nevada corporation (the “Subsidiary”). The Subsidiary had no assets or liabilities and no previous operating history; it was formed by us on November 8, 2006 for the sole purpose of entering into the merger.

The merger was consummated on November 23, 2006. On that date, we filed with the Secretary of State of Nevada Articles of Merger, pursuant to which the Subsidiary merged with and into us in accordance with the Plan of Merger. Pursuant to the Articles of Merger, we also changed our name from “Sockeye Seafood Group, Inc.” to “Stargold Mines, Inc.”

Simultaneously with its merger with Stargold Mines, Inc., we filed with the Secretary of State of Nevada a Certificate of Change, effective as of November 23, 2006, pursuant to which we implemented a one for forty (1:40) forward stock split and increased our authorized shares of common stock on a corresponding basis. The number of shares of common stock issued and outstanding prior to the forward split was 2,000,000 shares. After the forward split, the number of shares of common stock issued and outstanding was 81,000,000 shares. The Certificate of Change also increased the number of authorized shares of common stock on a one for forty (1:40) basis, from 25,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.0001.

Since inception, we have had an insignificant amount of revenues. Our operations have been limited to general administrative operations. We are considered a development stage company in accordance with Statement of Financial Accounting Standards No. 7.

Our Business

Currently, we have no assets, operations, business or contractual arrangements other than the execution of a Stock Purchase Agreement entered into on November 30, 2006 with UniverCompany Limited Liability Company, a Russian limited liability society (“UniverCompany”), and the former shareholders of UniverCompany (the “UniverCompany Shareholders”). Pursuant to the Stock Purchase Agreement, we agreed to purchase from the UniverCompany Shareholders 100% of the issued and outstanding shares of common stock of UniverCompany in exchange for shares of the Company's common stock. Although the agreement with the UniverCompany Shareholders provides that the consideration for their shares will be the issuance by us of 41,000,000 shares of common stock, it is contemplated that we will issue only 15,000,000 shares for the UniverCompany shares. It has been represented to us that UniverCompany owns a license to the “Karalon” gold deposit, which includes both precious metals and scarce resources such as cooper, lead and tin.

In December 2006 we received $1,000,000 gross proceeds from the sale of 1,000,000 units to Hampton Park Capital LLC. Each unit consisted of one share of common stock and one share purchase warrant, exercisable for one share of common stock at an exercise price of US$2.50 for two years from the date of issuance. The $1,000,000 raised by us was lent to UniverCompany on an unsecured basis, with no specific terms for repayment.

In May 2007, the Company received gross proceeds of an aggregate of $500,000 from the sale of 111,111 units of the Company’s securities. Each unit consisted of one share of common stock and one half Class A Warrant. Each Class A Warrant is exercisable for one share of common stock at an exercise price of $7.00 for two years from the date of issuance. The units were sold pursuant to Section 4(2) of the Securities Act of 1933.

In June 2007, the Company cancelled 40,000,000 shares of its commons stock which had previously been issued to former directors.

The consummation of the acquisition of UniverCompany is subject to certain conditions. We cannot assure you that those conditions will be satisfied or waived by us.

Plan of Operation

We have not generated any revenues during the six months ended June 30, 2007 and do not expect to generate any revenues over the next twelve months. Our principal business objective for the next twelve months, will be to successfully consummate the proposed acquisition of UniverCompany. If we are not successful, we will then have to seek, investigate and, if such investigation warrants, engage in a business combination with another private entity whose business presents an opportunity for our shareholders.

Liquidity and Capital Resources

As of June 30, 2007, we had $259,788 in cash. We incurred a net loss of $99,290 for the period March 31, 2007 to June 30, 2007. During the quarter covered by this Report, the Company made a $100,000 non-interest bearing, unsecured loan to UniverCompany. Professional fees for the three and six month periods ending June 30, 2007 were $30,242 and $48,403, respectively. During the quarter ended June 30, 2007, there was an in professional fees corresponding with the increase in legal and accounting fees related to due diligence work being performed on the potential acquisition of UniverCompany. Salaries and benefits for the six month period ending June 30, 2007, was $40,000, as Marcus Segal, the Company’s Chief Executive Officer and Chief Financial receives a salary of $20,000 per quarter for services. During the three month period ending June 30, 2007, consulting fees of $20,000 were paid for general strategic consulting.

During the next twelve months we anticipate incurring costs related to the proposed acquisition of UniverCompany and the filing of Exchange Act reports. We believe we will be able to meet these costs through funds to be loaned by or invested in us by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

Going Concern Consideration

The condensed financial statements contained in this Report have been prepared on a ‘going concern’ basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the reasons discussed in this Report, there is a significant risk that we will be unable to continue as a going concern, in which case, you would suffer a total loss on your investment in our company.

Off-Balance Sheet Arrangements

None.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-QSB and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended June 30, 2007.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No.	Description	Where Found
31.1	Rule 13a-14(a)/15d14(a) Certifications	Attached Hereto
32.1	Section 1350 Certifications	Attached Hereto

SIGNATURES

In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 20, 2007


	STARGOLD MINES, INC.

	By:	/s/ Marcus U. Segal
	Name:	Marcus U. Segal
	Title:	President, Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive, Financial, and and Accounting Officer)