UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





Form
      10-KSB





ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      Year Ended December 31, 2007




Commission
      file number 0-51197





STARGOLD
      MINES, INC.


(Exact
      name of Registrant as specified in its charter)




Nevada
            
            98-040020(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)





1840
      Gateway Drive


Suite
      200


San
      Mateo, California 94404


(Address
      of principal executive offices)





Registrant's
      telephone number, including Telephone Number: 650-378-1214





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, par value $.0001 per share


(Title
      of
      each class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the


Exchange
      Act  o


Check
      whether the issuer (1) filed all reports required to be filed pursuant to
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or shorter
      period that the registrant was required to file such reports) or (2) has been
      subject to such filing requirements for the past 90 days  o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB  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 *





*  On
      March
      18, 2008, the Company made an acquisition and may no longer be a shell
      company.





The
      issuer's revenues for its most recent fiscal year were $0.





Based
      on
      the closing sales price of the Common Stock on April 1, 2008, the aggregate
      market value of the voting stock of registrant held by non-affiliates was
      $4,575,344.


As
      of
      April 1, 2008, the Registrant had outstanding 56,219,311 shares of common stock
      issued.





Documents
      incorporated by reference:  None





Transitional
      Small Business Issuer Disclosure Format (Check one):  Yes o  No x









**TABLE
      OF CONTENTS**




Cautionary
      Statement for Forward Looking Information




PART
                IItem
                1.
            
            Description
                of Business
            
            2Item
                2.
            
            Description
                of Property
            
            12Item
                3.
            
            Legal
                Proceedings
            
            13Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            14PART
                IIItem
                5.
            
            Market
                for Common Equity and Related Stockholder Matters
            
            14Item
                6.
            
            Management's
                Discussion and Analysis or Plan of Operation
            
            15Item
                7.
            
            Financial
                Statements
            
            18Item
                8.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
              Disclosure
            
            19Item
                8A.
            
            Controls
                and Procedures
            
            20Item
                8B.
            
            Other
                InformationPART
                IIIItem
                9.
            
            Directors,
                Executive Officers, Promoter and Control Persons; Compliance
              with
                Section 16(a) of the Exchange Act
            
            20Item
                10.
            
            Executive
                Compensation
            
            22Item
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            23Item
                12.
            
            Certain
                Relationships and Related Transactions; Director Independence
            
            24Item
                13.
            
            Exhibits
            
            24Item
                14.
            
            Principal
                Accountant Fees and Services
            
            24SIGNATURES
            
            
            
            25




ii


**PART
        1**
 
 As
        used
        in this Form 10-KSB, references to the “Registrant”, the "Company," "we," "our"
        or "us" refer to Stargold Mines, Inc. and our subsidiary, UniverCompany Limited
        Liability Company, a Russian limited liability society, unless the context
        otherwise indicates.
 
 Background
 
 On
        November 30, 2006, the Company entered into a Stock Purchase Agreement with
        UniverCompany Limited Liability Company, a Russian limited liability society
        (“UniverCompany”), and the shareholder of UniverCompany, Evgeny Belchenko (the
“UniverCompany Shareholder”) (collectively, the “Univer Agreement”). Pursuant to
        the Univer Agreement, the Company agreed to purchase from the UniverCompany’s
        Shareholder 100% of the issued and outstanding shares of common stock of
        UniverCompany in exchange for 41,000,000 shares of the Company’s common stock.
        In May 2007, the Univer Agreement was amended to provide that the consideration
        for the shares of UniverCompany would be 15,000,000 shares of the Company’s
        common stock, rather than 41,000,000 shares.
 
 On
        March
        18, 2008, our Russian counsel advised that, according to the laws of the
        Russian
        Federation, all requirements had been met for the acquisition of UniverCompany
        and as such was completed. As a result of the acquisition, UniverCompany
        has
        become a wholly-owned subsidiary of the Company. Evgeny Belchenko currently
        owns
        15,000,000 shares, representing approximately 26.7%, of the Company’s
        outstanding common stock.
 
 **Forward-Looking
        Statements**
  This
        Current Report on Form 10-KSB (the “Report”) contains forward-looking statements
        within the meaning of Section 27A of the Securities Act of 1933, as amended
        (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
        amended (the “Exchange Act”). These statements relate to future actions or
        events, future performance, costs and expenses, interest rates, outcome of
        contingencies, financial condition, results of operations, liquidity, business
        strategies, cost savings and objectives of management. The Private Securities
        Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking
        information to encourage companies to provide prospective information about
        themselves without fear of litigation so long as that information is identified
        as forward-looking and is accompanied by meaningful cautionary statements
        identifying important factors that could cause actual results to differ
        materially from those projected in the information. Forward-looking information
        may be included in this Report or may be incorporated by reference from other
        documents filed with the Securities and Exchange Commission (the “SEC”) by us.
        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, including the risks in
        the
        section entitled “Risk Factors” and the risks set out below, any of which 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. These risks include, by way of example and not
        in
        limitation:
 
 **•**
              risks
                  and uncertainties relating to the interpretation of drill results,
                  the
                  geology, grade and continuity of mineral
                  deposits;
 **•**
              results
                  of initial feasibility, pre-feasibility and feasibility studies,
                  and the
                  possibility that future exploration, development or mining results
                  will
                  not be consistent with our
                  expectations;
   1
  **•**
              mining
                  and development risks, including risks related to accidents, equipment
                  breakdowns, labor disputes or other unanticipated difficulties
                  with or
                  interruptions in production;
 **•**
              the
                  potential for delays in exploration or development activities or
                  the
                  completion of feasibility studies;
 **•**
              risks
                  related to the inherent uncertainty of production and cost estimates
                  and
                  the potential for unexpected costs and
                  expenses;
 **•**
              risks
                  related to commodity price
                  fluctuations;
 **•**
              the
                  uncertainty of profitability based upon our history of
                  losses;
 **•**
              risks
                  related to failure to obtain adequate financing on a timely basis
                  and on
                  acceptable terms for our planned exploration and development
                  projects;
 **•**
              risks
                  related to environmental regulation and
                  liability;
 **•**
              risks
                  that the amounts reserved or allocated for environmental compliance,
                  reclamation, post-closure control measures, monitoring and on-going
                  maintenance may not be sufficient to cover such
                  costs;
 **•**
              risks
                  related to tax assessments;
 **•**
              political
                  and regulatory risks associated with mining development and exploration,
                  particularly as it relates to operations in
                  Russia;
 **•**
              other
                  risks and uncertainties related to our prospects, properties and
                  business
                  strategy;
 **•**
              our
                  ability to implement our business
                  plan;
 **•**
              our
                  ability to hire and maintain the personnel necessary to operate
                  our
                  business.
  The
        above
        list is not an exhaustive list of the risk factors that may affect any of
        our
        forward-looking statements. These and other factors should be considered
        carefully and readers should not place undue reliance on our forward-looking
        statements.
 
 Forward-looking
        statements are made based on our management’s current expectations, beliefs,
        estimates and opinions on the date the statements are made and we undertake
        no
        obligation to update forward-looking statements if these beliefs, estimates
        and
        opinions or other circumstances should change. Although we believe that the
        expectations reflected in the forward-looking statements are reasonable,
        we
        cannot guarantee future results, levels of activity, performance or
        achievements. In particular, we have based many of these forward-looking
        statements on assumptions about future events that may prove to be inaccurate.
        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.
 
 **Item
                1.**
              **Description
                  of Business**
 
 **Our
        History**
 
 The
        Company was 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, formed by us on November 8, 2006 for the sole
        purpose of entering into such merger (the “Subsidiary”). Prior to the merger,
        the Subsidiary had no assets or liabilities and no previous operating
        history.
 
 The
        merger was consummated on November 23, 2006. On that date, the Company filed
        with the Secretary of State of Nevada Articles of Merger, pursuant to which
        the
        Subsidiary merged with and into the Company in accordance with the Plan of
        Merger. Pursuant to the Articles of Merger, the Company also changed its
        name
        from “Sockeye Seafood Group, Inc.” to “Stargold Mines, Inc.”
  2
  Simultaneously
        with the merger, the Company filed with the Secretary of State of Nevada
        a
        Certificate of Change, effective as of November 23, 2006, pursuant to which
        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 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 80,000,000 shares. The Certificate of Change also increased
        the
        number of authorized shares of common stock of the Company 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. During the year ended December 31, 2007, we cancelled
        40,000,000 shares owned by previous management of the Company.
 
 Since
        inception, the Company has 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.
 
 UniverCompany
        was formed under the laws of the Russian Federation on April 21,
        2003.
 
 **Our
        Business**
 
 Through
        our acquisition of UniverCompany, we intend to engage in the exploration,
        development and extraction of natural resources from certain properties to
        which
        UniverCompany has ownership rights pursuant to Russian law. UniverCompany’s
        General Director is Evgeny Belchenko.
 
 Mr.
        Belchenko is an accomplished Russian mining engineer. In 1977, he obtained
        a
        Bachelor's Degree in mountain engineering from Moscow State Mountain Institute
        and in 2005 earned a Ph.D in engineering science from St. Petersburg State
        Polytechnic Institute. Mr. Belchenko is a full member of the International
        Mining Academy (MAI). Over the last 20 years, Mr. Belchenko has participated
        in
        expert valuations and estimates of mining enterprises in the Russian Federation,
        South Africa, Zimbabwe, Namibia, Mozambique, Zambia, Australia, Angola and
        Mongolia. He has served as a director for Bilibinskiy Mining Processing and
        Industrial Works and was a founder of the Republic of Buryatiya Precious/Rare
        Earth Metals development project that performs mineral exploration projects
        throughout Buryatiya and Chita.
 
 In
        conjunction with Canadian-based mining firm Knelson Gravity Solutions, Mr.
        Belchenko developed and introduced a series of gravity-based concentrators
        now
        known universally as "Knelson Concentrators." They are primarily used for
        fine
        gold and other precious metal recovery and the Company believes that it is
        among
        the most efficient metals recovery platforms in the world.
 
 Mr.
        Belchenko is on the faculty at Moscow State Mountain Institute and has authored
        two books: Gold of the Russian Interior (Moscow, 2000) and Physical Processes
        For Mining Minerals In Permafrost (Moscow State Mountain University, Moscow,
        2000). He has also has received numerous awards in his career, including
        the
        State Medal "For merits Before The Fatherland" and was the winner of the
        gold
        medal for "The Miner Of Russia."
 
 Accordingly,
        through UniverCompany and with Mr. Belchenko’s experience, we plan to engage in
        the extraction of precious metals, such as gold and silver; and scarce
        resources, including copper, lead, tin and scandium, from raw and partially
        processed material from a mine (“tailings”). Pursuant to a Purchase and Sale
        Agreement No. Yuv/ZGP, dated November 5, 2006, as amended on December 1,
        2006
        (collectively “the Nerchinskiye Agreement”), UniverCompany obtained the rights
        to extract metals from two consignments of tailings, aggregating 254,906
        tons,
        from the Nerchinskiye Rudniki mining dump (the “Nerchinkiye Dump”) from Mining
        Corporation Zabaikalgeoprom Limited Liability Company, a Russian entity (the
        “Seller”).
  3
  The
        Nerchinkiye Agreement provides that 133,271 tons of tailings from the
        Nerchinkiye Dump were to be delivered on or before December 31, 2006 (the
“First
        Consignment”). In exchange, UniverCompany would pay the Seller 10,000,000 rubles
        (approximately $392,000) on or before December 31, 2007, that has not been
        paid
        to date, and December 31, 2008, respectively. The balance of 672,729,331
        rubles
        (approximately $26,189,486) for the First Consignment would be paid in equal
        monthly installments between 2009 and 2012. The above referenced payments
        commence, if, and when, minerals are successfully extracted. If UniverCompany
        is
        unable to implement, develop, or acquire an extraction method and begin
        extracting metals from the Nerchinkiye Dump, it is entitled to cancel the
        Nerchinkiye Agreement. Although UniverCompany is deemed to be the owner of
        the
        Nerchinkiye Dump, if UniverCompany begins extraction of the Dump and does
        not
        make the payments described above, the Seller may terminate the Nerchinkiye
        Agreement and claim the property back from UniverCompany.
 
 The
        Nerchinkiye Agreement provides for the transfer of the balance of an additional
        121,635 tons of tailings (the “Second Consignment”). The Second Consignment is
        to be delivered to UniverCompany, provided the UniverCompany requests this
        consignment by December 30, 2008, provided, however, that UniverCompany is
        under
        no obligation to do so. If UniverCompany requests the Second Consignment,
        632,270,669 rubles (approximately $24,614,422) must be paid in equal monthly
        installments between 2009 and 2012.
 
 If
        we
        obtain sufficient financing, additional projects will be focused on the
        exploration and appraisal of placer (sand or gravel that contains minerals
        of
        value) and ore deposits suitable for the processing and extraction of precious
        metals such as gold and silver; and scarce resources, including copper, lead,
        tin and scandium.
 
 UniverCompany
        also has a contractual option to purchase up to an 80% ownership of Rudkaralon
        LLC, a Russian limited liability company that owns the rights to exploit
        minerals in a region called Rudkaralon. In order to obtain such interest,
        payments must be made to the individual shareholders of Rudkaralon LLC in
        an
        aggregate amount of approximately $3,325,000.
  Although
        UniverCompany paid $700,000 for approximately 17.5% of the shares of Rudkaralon
        LLC, the payment made by UniverCompany constitutes only a partial payment
        to
        these shareholders for the shares they own and under the terms of the agreement,
        said shareholders will not fully transfer any ownership shares of Rudkaralon
        LLC
        until paid in full. If UniverCompany does not make its payments in a timely
        manner, the shareholders of Rudkaralon will be entitled by the Russian Civil
        Code to seek the termination of the agreement. The shareholders of Rudkaralon
        LLC have informed Univer that they are seeking other purchasers and indicated
        that the $700,000 would be returned.
  We
        are
        continually engaged in the process of raising money and allocating the proceeds
        between the Company’s current contractual obligations, administrative needs,
        desired exploration projects, and acquisition of new assets. As a result
        of the
        foregoing, the primary measures of the Company’s performance for any given
        period lies in the amount of money it was able to raise, the amount of
        exploration it was able to undertake and the results of those exploration
        efforts.
  The
        mineral resource business generally consists of three stages: exploration,
        development and production. Mineral resource companies that are in the
        exploration stage have not yet found mineral resources in commercially
        exploitable quantities, and are engaged in exploring land in an effort to
        discover them. Mineral resource companies that have located a mineral resource
        in commercially exploitable quantities and are preparing to extract that
        resource are in the development stage, while those engaged in the extraction
        of
        a known mineral resource are in the production stage. Our company is currently
        in the exploration stage.
  The
        mineral exploration, development, and production industry is highly competitive.
        We compete with other exploration companies looking for mineral resources
        in
        Russia. We are one of the smaller exploration companies presently
        active.
  To
        date,
        we have not completed the acquisition of a land-based mineral property as
        evidenced by a deed (the Nerchinskiye mineral property is a Dump being housed
        in
        a storage facility not owned by Stargold Mines, Inc. or UniverCompany) and
        there
        is no guarantee that we will do so at any point. We intend to raise the funds
        necessary to acquire the rights to exploit the Rudkaralon property and explore
        this property with a goal of developing and extracting any mineral deposits
        we
        discover or selling or otherwise assigning the rights to do so.
  4
  **Employees**
 
 Stargold
        Mines, Inc. currently has 1 full time employee. UniverCompany has 3 full
        time
        employees.
 
 **Risk
        Factors**
  An
        investment in our common stock involves a number of very significant risks.
        You
        should carefully consider the following risks and uncertainties in evaluating
        our company and its business before investing in our common stock. Our business,
        operating results and financial condition could be seriously harmed due to
        any
        of the following risks. You could lose all or part of your investment due
        to any
        of these risks.
  **Risks
        Associated With Mining**
  In
        order
        for the tailings of the Nerchinskiye Dump to be profitably exploited, the
        desirable minerals and ores must be separated from all of the other minerals
        in
        the ore. This leaves a concentrate that is richer in the desired mineral
        or
        metal. There are many techniques available for separation and concentration
        of
        minerals. We plan to primarily use three techniques: The “Coating method”
whereby crushed materials are put into a solvent that causes mineral ore
        to
        dissolve, creating a mineral rich solution; “Flotation,” whereby crushed
        material is put into a liquid with a density that lies between the density
        of
        the ore mineral and the density of the gangue minerals; and “Hydro-metallurgy,”
also called the “Fracture Properties Method.” whereby ore minerals are passed
        through specially designed sieves or filters to separate the ore minerals
        from
        the gangue (unwanted materials) by particle size.
 
 If
        we are
        unable to successfully implement, acquire, or develop a profitable extraction
        program using the methods listed above to profitably extract rare earth minerals
        and precious metals from the Nerchinkiye Dump, monies spent on the attempted
        exploitation of the Nerchinskiye Dump will be lost and the pro-forma, as
        it is
        presented in this report, will need to be restated.  Further, failure to
        extract rare earth minerals and precious metals from the Nerchinskiye Dump
        may
        require the Company to raise additional funds to continue its
        operations.
  **Failure
        to Meet Rudkaralon Contract Obligations.**
 
 We
        have
        not met our contractual obligations to the sellers of Rudkaralon LLC. To
        date,
        UniverCompany has paid $700,000 for approximately 17.5% of the shares of
        Rudkaralon with an approximate $2,545,000 balance. Without a controlling
        interest in the property, there may be difficulty gaining support from other
        shareholders for the extraction of minerals from mining sites (if suitable
        economically viable mining sites are ever discovered).
 
 **Remote
        Likelihood of Finding a Mineral Reserve.**
 
 A
        mineral
        reserve is defined by the SEC in its Industry Guide 7 (which can be viewed
        over
        the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) as
        that part of a mineral deposit which could be economically and legally extracted
        or produced at the time of the reserve determination. The probability of
        an
        individual prospect ever having a "reserve" that meets the requirements of
        the
        SEC's Industry Guide 7 is extremely remote. Mining is a highly speculative
        industry whereby funds spent on exploring must uncover commercially significant
        quantities of precious metals and minerals extractable with the funds Company
        has on hand or can raise.
  5
  The
        commercial viability of an established mineral deposit will depend on a number
        of factors including, by way of example, the size, grade and other attributes
        of
        the mineral deposit, the proximity of the resource to infrastructure such
        as a
        smelter, roads and a point for shipping, government regulation and market
        prices. Many of these factors will be beyond our control, and any of them
        could
        increase costs and make extraction of any identified mineral resource
        unprofitable.
  Both
        mineral exploration and extraction require permits from various foreign,
        federal, state, provincial and local governmental authorities and are governed
        by laws and regulations, including those with respect to prospecting, mine
        development, mineral production, transport, export, taxation, labor standards,
        occupational health, waste disposal, toxic substances, land use, environmental
        protection, mine safety and other matters. The Russian Federation’s current
        regulations lack flexibility for subsoil license holders and could get worse
        in
        time, causing potential difficulties for foreign investors when they seek
        licenses and permits to expand operations. Therefore, there can be no assurance
        that we will be able to obtain the permits required for the continued
        exploration of mineral properties or for the construction and operation of
        a
        mine on properties at economically viable costs. If we cannot accomplish
        these
        objectives, our business could fail.
  We
        believe that we are in compliance with all material laws and regulations
        that
        currently apply to our activities but there can be no assurance that we can
        continue to do so. Current laws and regulations could be amended and we might
        not be able to comply with them, as amended. Further, there can be no assurance
        that we will be able to obtain or maintain all permits necessary for our
        future
        operations, or that we will be able to obtain them on reasonable terms. To
        the
        extent such approvals are required and are not obtained, we may be delayed
        or
        prohibited from proceeding with planned exploration or development of our
        mineral properties.
  **If
        we establish the existence of a mineral resource on any of our properties
        in a
        commercially exploitable quantity, we will require additional capital in
        order
        to develop the property into a producing mine. If we cannot raise this
        additional capital, we will not be able to exploit the resource, and our
        business could fail.**
  If
        we do
        discover mineral resources in commercially exploitable quantities on any
        of our
        properties, we will be required to expend substantial sums of money to establish
        the extent of the resource, develop processes to extract it and develop
        extraction and processing facilities and infrastructure. Although we may
        derive
        substantial benefits from the discovery of a major deposit, there can be
        no
        assurance that such a resource will be large enough to justify commercial
        operations, nor can there be any assurance that we will be able to raise
        the
        funds required for development on a timely basis. If we cannot raise the
        necessary capital or complete the necessary facilities and infrastructure,
        our
        business may fail.
  **Mineral
        exploration and development is subject to extraordinary operating risks.
        We do
        not currently insure against these risks. In the event of a cave-in or similar
        occurrence, our liability may exceed our resources, which would have an adverse
        impact on our company.**
  Mineral
        exploration, development and production involves many risks which even a
        combination of experience, knowledge and careful evaluation may not be able
        to
        overcome. Our operations will be subject to all the hazards and risks inherent
        in the exploration, development and production of resources, including liability
        for pollution, cave-ins or similar hazards against which we cannot insure
        or
        against which we may elect not to insure. Any such event could result in
        work
        stoppages and damage to property, including damage to the environment. We
        do not
        currently maintain any insurance coverage against these operating hazards.
        The
        payment of any liabilities that arise from any such occurrence would have
        a
        material, adverse impact on our Company.
  **Mineral
        prices are subject to dramatic and unpredictable
        fluctuations.**
  We
        expect
        to derive revenues, if any, from the extraction and sale of precious and
        base
        metals such as gold, silver and copper. The price of those commodities has
        fluctuated widely in recent years, and is affected by numerous factors beyond
        our control including international, economic and political trends, expectations
        of inflation, currency exchange fluctuations, interest rates, global or regional
        consumptive patterns, speculative activities and increased production due
        to new
        extraction developments and improved extraction and production methods. The
        effect of these factors on the price of base and precious metals, and,
        therefore, the economic viability of any of our exploration projects, cannot
        accurately be predicted.
  6
  **The
        mining industry is highly competitive and there is no assurance that we will
        continue to be successful in acquiring mineral claims. If we cannot continue
        to
        acquire properties to explore for mineral resources, we may be required to
        reduce or cease operations.**
  The
        mineral exploration, development, and production industry is largely
        unintegrated. We compete with other exploration companies looking for mineral
        resource properties. While we compete with other exploration companies in
        the
        effort to locate and license mineral resource properties, we will not compete
        with them for the removal or sales of mineral products from our properties
        if we
        should eventually discover the presence of them in quantities sufficient
        to make
        production economically feasible. Readily available markets exist worldwide
        for
        the sale of gold and other mineral products. Therefore, we will likely be
        able
        to sell any gold or mineral products that we identify and produce.
  We
        compete with many companies possessing greater financial resources and technical
        facilities. This competition could adversely affect our ability to acquire
        suitable prospects for exploration in the future. Accordingly, there can
        be no
        assurance that we will acquire any interest in additional mineral resource
        properties that might yield reserves or result in commercial mining
        operations.
  **Risks
        associated with our business**
 
 **If
        our business strategy is not successful, we may not be able to continue
        operations as a going concern and our stockholders may lose their entire
        investment in us.**
 
 As
        discussed in the Notes to Financial Statements included in this Report,
        UniverCompany had no revenue and a comprehensive loss of $1,893,000 during
        the
        year ended December 31, 2007 (the “2007 Fiscal Year”). These factors raise
        substantial doubt that we will be able to continue operations as a going
        concern, and UniverCompany’s independent auditors included an explanatory
        paragraph regarding this uncertainty in their report on our financial statements
        for our 2007 Fiscal Year. Their and our Company’s ability to continue as a going
        concern is dependent upon our generating cash flow sufficient to fund operations
        and reducing operating expenses. In addition, we are subject to interest
        payments to the stockholders of Rudkaralon in the amount of 36.5% per annum
        should the Company decide to acquire the remaining available 63% interest
        in
        Rudkaralon. Our business strategy may not be successful in addressing these
        issues. If we cannot continue as a going concern, our stockholders may lose
        their entire investment in us.
 
 **Our
        limited operating history makes it difficult to evaluate our future
        prospects** .
 
 We
        have
        just consummated the acquisition of UniverCompany. Accordingly we have no
        previous experience in the business of exploring mineral resource properties.
        As
        a result, we have never had any revenues from mining operations. In addition,
        our operating history has been restricted to the acquisition and exploitation
        of
        the mining dump currently owned by UniverCompany and this does not provide
        a
        meaningful basis for an evaluation of our prospects if we determine that
        we have
        a mineral reserve. Prior to performing the necessary exploration work, we
        have
        no way to evaluate the likelihood of whether our mineral property contains
        any
        mineral reserve or to determine if we will be able to build or operate a
        mine
        successfully. Our prospects are subject to risks and uncertainties frequently
        encountered by start-up companies in new and rapidly evolving markets such
        as
        the mineral resources market.
  7
  **We
        have a history of losses and anticipate continued losses, and we may be unable
        to achieve profitability.**
 
 We
        have
        never been profitable as a public company and expect to continue to incur
        operating losses on both a quarterly and annual basis for at least the end
        of
        the fiscal year ended December 31, 2008 (the “2008 Fiscal Year”). We may be
        unable to achieve profitability in the future.
  We
        anticipate that we will continue to incur operating costs without realizing
        any
        revenues during the period when we are exploring our properties. During the
        twelve months ending March 31, 2009, we expect to spend approximately
        $11,528,000 on the maintenance and exploration of our mineral properties
        and the
        operation of our company. We therefore expect to continue to incur significant
        losses into the foreseeable future. We recognize that if we are unable to
        raise
        funds or generate significant revenues from mining operations and any
        dispositions of our properties, we will not be able to earn profits or continue
        operations. At this early stage of our operation, we also expect to face
        the
        risks, uncertainties, expenses and difficulties frequently encountered by
        companies at the start up stage of their business development. We cannot
        be sure
        that we will be successful in addressing these risks and uncertainties and
        our
        failure to do so could have a material adverse effect on our financial
        condition. There is no history upon which to base any assumption as to the
        likelihood that we will prove successful and we can provide investors with
        no
        assurance that we will generate any operating revenues or ever achieve
        profitable operations. As a result, we will need to generate significant
        revenues to achieve profitability. We cannot assure you that revenues will
        grow
        in the future or that we will achieve sufficient revenues for profitability.
        If
        revenues grow more slowly than we anticipate, or if operating expenses exceed
        our expectations, our business would be severely harmed.
  **We
        have no known commercially viable ore reserves and we may not find any mineral
        resources or, if we find mineral resources, the deposits may be uneconomic
        or
        production from those deposits may not be profitable.**
  We
        have
        not established that the Nerchinskiye Dump contains mineral reserves that
        may be
        extracted for commercial profit. If we do not, our business will fail. We
        have
        no known ore reserves and we may not find any mineral resources on the
        Rudkaralon sites if we are able to acquire Rudkaralon. Even if we find mineral
        substances, it may not be economically feasible to recover them, or to make
        a
        profit in doing so. If we cannot find mineral resources, or if it is not
        economically viable to recover the mineral resources, we will have to cease
        operations.
  **If
        we do not raise enough money for exploration, we will have to delay exploration
        or go out of business.**
  We
        are in
        the very early exploration stage on our properties and we need additional
        financing before we are able to continue our exploration efforts. We have
        generated only nominal revenues from operations since our incorporation and
        we
        anticipate that we will continue to incur operating expenses without revenues
        unless and until we are able to identify a mineral resource in a commercially
        exploitable quantity on one or more of our mineral properties and we build
        and
        operate a mine. We have not made any arrangements for financing and we may
        be
        unable to raise financing. If we are not able to raise any financing we will
        have to delay our exploration or go out of business. As we cannot assure
        a
        lender that we will be able to successfully explore and develop our mineral
        properties, we will probably find it difficult to raise debt financing from
        traditional lending sources. We have traditionally raised our operating capital
        from sales of equity and debt securities, but there can be no assurance that
        we
        will continue to be able to do so. If we cannot raise the money that we need
        to
        continue exploration of our mineral properties, we may be forced to delay,
        scale
        back, or eliminate our exploration activities. If any of these were to occur,
        there is a substantial risk that our business would fail.
  As
        of
        December 31, 2007, UniverCompany had $69,000 in cash and cash equivalents
        and
        incurred a comprehensive net loss of $1,893,000 for the 2007 Fiscal Year. 
We estimate our average monthly operating expenses to be approximately $10,000
        per month, not including exploration, general and administrative expenses.
        Once
        we commence exploration activities, we will require approximately $833,000
        per
        month. As a result, we believe that if we are to commence exploration and
        extraction activities that we will have to raise additional funds to meet
        our
        currently budgeted operating requirements for the next 12 months.
  8
  **We
        may not have access to all of the supplies and materials we need to begin
        exploration that could cause us to delay or suspend
        operations.**
  Competition
        and unforeseen limited sources of supplies in the industry could result in
        occasional spot shortages of supplies, such as explosives, and certain equipment
        such as bulldozers and excavators that we might need to conduct exploration.
        We
        have not attempted to locate, or negotiate with, any suppliers of products,
        equipment or materials. We will attempt to locate products, equipment and
        materials after our funding requirements are complete. If we cannot find
        the
        funds and products and equipment we need, we will have to suspend our
        exploration plans until we do find the funds and products and equipment we
        need.
  **We
        do not have enough money to complete our exploration and consequently may
        have
        to cease or suspend our operations unless we are able to raise additional
        financing.**
  We
        are in
        the very early exploration stage on each of our properties and we need
        additional financing before we are able to continue our exploration efforts.
        Because we are conducting exploration on undeveloped projects, we do not
        know
        how much we will have to spend to find out if there is mineralized material
        on
        our property. If we are unable to find exploration partners to venture with
        to
        complete our exploration programs on our properties, we will need to raise
        additional funds from a public offering, a private placement or loans. There
        is
        no assurance that we will be able to raise additional money in the future.
        If we
        need additional money and cannot raise it, we will have to suspend or cease
        operations.
 
 **We
        face intense competition in the mineral resources market and we cannot assure
        you that we will be able to compete successfully.**
 
 The
        mineral resources market is a well rapidly evolving and intensely competitive
        marketplace, and we expect competition to intensify in the future. Barriers
        to
        entry are minimal, and the Russian economy is flourishing which could allow
        more
        competitors to enter the mining business. Our business could be severely
        harmed
        if we are not able to compete successfully against current or future
        competitors. Although we believe that there may be opportunities for several
        providers of products, a single provider could end up dominating the
        market.
  **Decreases
        in prices of precious metals would reduce our revenues** *.*
  The
        profitability of precious metals mining operations (and thus the value of
        our
        properties) is directly related to the market price of precious metals. The
        market price of various precious metals fluctuates widely and is affected
        by
        numerous factors beyond the control of any mining company. These factors
        include
        industrial and jewelry fabrication demand, expectations with respect to the
        rate
        of inflation, the relative strength of the U.S. dollar and other currencies,
        interest rates, gold sales and loans by central banks, forward sales by gold
        producers, global or regional political, economic or banking crises, and
        a
        number of other factors. If the market price of precious metals should drop,
        any
        revenues that we may have would also drop. In addition, if the gold price
        drops
        dramatically, we might not be able to recover our investment in properties.
        The
        selections of a property for exploration or development, the determination
        to
        construct a mine and place it into production, and the dedication of funds
        necessary to achieve such purposes are decisions that must be made long before
        the first revenues from production will be received. Price fluctuations between
        the time that such decisions are made and the commencement of production
        can
        have a material adverse effect on the economics of a mine, and can eliminate
        or
        have a material adverse impact on the value of our properties or
        interests.
  9
  **Our
        possible revenues are subject to operational risks of the mining
        industry** *.*
  Our
        financial results will be subject to all of the hazards and risks normally
        associated with developing and operating mining properties. These risks include,
        but are not limited to:
  **•**
              insufficient
                  ore reserves;
 **•**
              fluctuations
                  in production costs that may make mining of ore
                  uneconomic;
 **•**
              declines
                  in the price of gold;
 **•**
              significant
                  environmental and other regulatory
                  restrictions;
 **•**
              labor
                  disputes;
 **•**
              geological
                  problems;
 **•**
              pit
                  walls or tailings dam failures;
 **•**
              natural
                  catastrophes such as floods or
                  earthquakes;
 **•**
              political
                  risks associated with operations in developing countries;
                  and
 **•**
              the
                  risk of injury to persons, property or the
                  environment.
 
 **The
        mining industry is subject to significant environmental
        risks**
 
 Mining
        is
        subject to potential risks and liabilities associated with pollution of the
        environment and the disposal of waste products occurring as a result of mineral
        exploration and production. Laws and regulations in the United States and
        abroad
        intended to ensure the protection of the environment are constantly changing
        and
        generally are becoming more restrictive and costly. The Russian Federation
        is
        working internally and with the Organization for Economic Cooperation and
        Development (“OECD”) to develop systems to integrate environmental concerns into
        its economic reform process. In the last five years, government agencies
        have
        been set up at the national and sub-national level for environmental policy
        design, regulation and compliance. Laws establishing liability for environmental
        accidents are now in place. Insurance against environmental risks (including
        potential liability for pollution or other hazards as a result of the disposal
        of waste products occurring from exploration and production) is not generally
        available to the companies within the mining industry, such as the operators
        of
        the mines in which we hold a royalty interest, at a reasonable price. If
        an
        operator is forced to incur significant costs to comply with environmental
        regulations, or becomes subject to environmental restrictions that limit
        its
        ability to continue or expand operations, it could reduce our royalty revenues.
        To the extent that we become subject to environmental liabilities for the
        time
        period during which we were operating properties, the satisfaction of any
        liabilities would reduce funds otherwise available to us and could have a
        material adverse effect on our financial condition and results of
        operations.
 
 **Risks
        related to doing business in Russia**
  **Our
        sales and operations are subject to greater risks associated with doing business
        in foreign countries.**
  **** Potential
        Foreign operations may pose greater risks than business in the United States.
        In
        some countries there is increased chance for economic, legal or political
        changes. Foreign operations may be sensitive to changes in a foreign
        government’s national priorities and budgets. International transactions can
        involve increased financial and legal risks arising from foreign exchange-rate
        variability and differing legal systems. An unfavorable event or trend in
        any
        one or more of these factors could adversely affect our revenues and
        earnings.
  We
        believe that the Russian Federation’s current legislation does not adequately
        regulate the transfer of subsoil use rights. The current system is highly
        bureaucratic and mistakes could lead to invalidation of licenses regardless
        of
        how much money has been invested by an operator. Under current legislative
        and
        administrative procedures in the Russian Federation, discovering a commercially
        viable deposit does not ensure that an Operator will obtain the right to
        the
        development of a mine.
  10
  **Risks
        associated with our common stock**
  **Trading
        on the OTC Bulletin Board may be volatile and sporadic, which could depress
        the
        market price of our common stock and make it difficult for our stockholders
        to
        resell their shares** *.*
  Our
        common stock is quoted on the OTC Bulletin Board. Trading in stock quoted
        on the
        OTC Bulletin Board is often thin and characterized by wide fluctuations in
        trading prices, due to many factors that may have little to do with our
        operations or business prospects. This volatility could depress the market
        price
        of our common stock for reasons unrelated to operating performance. Moreover,
        the OTC Bulletin Board is not a stock exchange, and trading of securities
        on the
        OTC Bulletin Board is often more sporadic than the trading of securities
        listed
        on a quotation system like FINRA (NASDAQ) or national stock exchanges.
        Accordingly, shareholders may have difficulty reselling any of the
        shares.
  **Because
        the SEC imposes additional sales practice requirements on brokers who deal
        in
        our shares that are penny stocks, some brokers may be unwilling to trade
        them.
        This means that you may have difficulty in reselling your shares and may
        cause
        the price of the shares to decline.**
  Our
        stock
        is a penny stock. The SEC has adopted Rule 15g-9 which generally defines
“penny
        stock” to be any equity security that has a market price (as defined) less than
        $5.00 per share or an exercise price of less than $5.00 per share, subject
        to
        certain exceptions. Our securities are covered by the penny stock rules,
        which
        impose additional sales practice requirements on broker-dealers who sell
        to
        persons other than established customers and “accredited investors”. The term
“accredited investor” refers generally to institutions with assets in excess of
        $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
        income exceeding $200,000 or $300,000 jointly with their spouse. The penny
        stock
        rules require a broker-dealer, prior to a transaction in a penny stock not
        otherwise exempt from the rules, to deliver a standardized risk disclosure
        document in a form prepared by the SEC which provides information about penny
        stocks and the nature and level of risks in the penny stock market. The
        broker-dealer also must provide the customer with current bid and offer
        quotations for the penny stock, the compensation of the broker-dealer and
        its
        salesperson in the transaction and monthly account statements showing the
        market
        value of each penny stock held in the customer’s account. The bid and offer
        quotations, and the broker-dealer and salesperson compensation information,
        must
        be given to the customer orally or in writing prior to effecting the transaction
        and must be given to the customer in writing before or with the customer’s
        confirmation. In addition, the penny stock rules require that prior to a
        transaction in a penny stock not otherwise exempt from these rules, the
        broker-dealer must make a special written determination that the penny stock
        is
        a suitable investment for the purchaser and receive the purchaser’s written
        agreement to the transaction. These disclosure requirements may have the
        effect
        of reducing the level of trading activity in the secondary market for the
        stock
        that is subject to these penny stock rules. Consequently, these penny stock
        rules may affect the ability of broker-dealers to trade our securities. We
        believe that the penny stock rules discourage investor interest in, and limit
        the marketability of, our common stock.
  In
        addition to the “penny stock” rules promulgated by the SEC, the SEC has adopted
        rules that require that in recommending an investment to a customer, a
        broker-dealer must have reasonable grounds for believing that the investment
        is
        suitable for that customer. Prior to recommending speculative low priced
        securities to their non-institutional customers, broker-dealers must make
        reasonable efforts to obtain information about the customer’s financial status,
        tax status, investment objectives and other information. Under interpretations
        of these rules, the SEC believes that there is a high probability that
        speculative low priced securities will not be suitable for at least some
        customers. The SEC requirements make it more difficult for broker-dealers
        to
        recommend that their customers buy our common stock, which may limit your
        ability to buy and sell our stock.
  **Trading
        in our common shares on the OTC Bulletin Board is limited and sporadic, and
        fluctuations in the trading price of our common stock could make it difficult
        for our shareholders to sell their shares or liquidate their
        investments**
  Our
        common shares are currently listed for public trading on the OTC Bulletin
        Board.
        The trading price of our common shares has been subject to wide fluctuations.
        Trading prices of our common shares may fluctuate in response to variations
        in
        quarterly results of operations, the gain or loss of significant customers,
        changes in earning estimates by analysts, announcements of new mining sites
        or
        reserves by us or our competitors, general economic conditions and other
        events
        or factors, many of which are beyond our control. The stock market has generally
        experienced extreme price and volume fluctuations that have often been unrelated
        or disproportionate to the operating performance of companies with no current
        business operation. There can be no assurance that trading prices and price
        earnings ratios previously experienced by our common shares will be matched
        or
        maintained. These broad market and industry factors may adversely affect
        the
        market price of our common shares, regardless of our operating
        performance.
  11
  In
        the
        past, following periods of volatility in the market price of a company’s
        securities, securities class-action litigation has often been instituted.
        Such
        litigation, if instituted, could result in substantial costs for us and a
        diversion of management’s attention and resources.
 
 **Investors’
        interests in our company will be diluted and investors may suffer dilution
        in
        their net book value per share if we issue additional shares or raise funds
        through the sale of equity securities**
  Our
        Articles of Incorporation authorize the issuance of 1,000,000,000 shares
        of
        common stock. In the event that we are required to issue any additional shares
        or enter into private placements to raise financing through the sale of equity
        securities, investors’ interests in our company will be diluted and investors
        may suffer dilution in their net book value per share depending on the price
        at
        which such securities are sold. If we issue any such additional shares, such
        issuances also will cause a reduction in the proportionate ownership and
        voting
        power of all other shareholders. Further, any such issuance may result in
        a
        change in our control.
 
 **Item
                2.**
              **Description
                  of Properties**
 
 We
        have
        one subsidiary, UniverCompany Limited Liability Company, a Russian limited
        liability society, organized on April 21, 2003. UniverCompany has offices
        located at 73 Volokolansko Highway, Russian Federation, 125424.
  Our
        principal executive offices are currently located at 1840 Gateway Drive,
        Suite
        200, San Mateo, CA 94404 USA. Our telephone number is 650-378-1214. We lease
        these premises at a cost of $190 per month from HQ Office Headquarters. The
        lease is a month to month lease.
  **Location
        and Access**
 
 Nerchinskiye
        Dump
 
 The
        “Nerchinskiye Dump” is being held at the Artel Strarateley Soyuz Open
        Joint-Stock Company, a storage/depository facility in Balei, located in Russia
        in a region of Far Eastern Siberia called Chita.
  12
  
  The
        Nerchinskiye Dump includes post-enrichment dumps (also called industrial
        heaps)
        from the Nerchinks Polymetal Combine, a now-defunct company that specialized
        in
        zinc and lead mining. The Nerchinskiye Dump contains industrial heaps comprised
        of mineral raw materials that include ores, drudge (the inferior portions
        of
        previously processed ore), and waste from the Nerchinsk Polymetal Combine
        formerly operated under the former USSR’s National Ore Mining and Concentrating
        program (“GOK System”). The planned economy before the dissolution of the USSR
        allowed inefficient money-losing mining companies to function. When the country
        moved to a market economy, the GOK System proved unviable because mineral
        deposits were mined inefficiently: only 1-2 components were mined, (tin,
        lead
        and others), while other elements, in the form of ore, would accumulate in
        the
        wastes, and some ores would even be considered drudge. When these companies
        were
        shut down, large heaps of wastes were left behind. With the use of modern
        mining
        technologies, these heaps may constitute valuable mineral raw material for
        extraction of precious and rare-earth metals.
 
 The
        tailings that comprise the dump resulting from the mining operations at the
        former Nerchinsk Polymetal Plant have been placed into storage above ground
        while awaiting processing. The Company believes that the Nerchinskiye tailings
        contain significant raw materials within the complex agglomerate ore. Further
        commodities present include gold, silver, zinc, copper and lead.
 
 The
        Company’s plan is to process the tailings of the Nerchinskiye Dump using modern
        mining techniques like “flotation” whereby crushed material is put into a liquid
        with a density that lies between the density of the ore mineral and the density
        of the gangue minerals, “coating” whereby crushed material is put into a
        solvent, and “hydro-metallurgy” where minerals are granulated and sorted through
        sieves using water.
 
 Work
        on
        the extraction of the minerals located in the Nerchinskiye Dump will begin
        approximately one year after necessary funding is acquired to purchase the
        necessary equipment to begin the process and secure agreements with the firms
        that operate that machinery.
 
 **Item
                3.**
              **Legal
                  Proceedings**
  To
        the
        best of our knowledge, during the past five years, neither of our directors
        or
        executive officers were involved in one of the following:
 
 (1)
        any
        bankruptcy petition filed by or against any business of which such person
        was a
        general partner or executive officer either at the time of the bankruptcy
        or
        within two years prior to that time; (2) any conviction in a criminal proceeding
        or being subject to a pending criminal proceeding (excluding traffic violations
        and other minor offenses); (3) being subject to any order, judgment or decree,
        not subsequently reversed, suspended or vacated, of any court of any competent
        jurisdiction, permanently or temporarily enjoining, barring, suspending or
        otherwise limiting his involvement in any type of business, securities or
        banking activities; and (4) being found by a court of competent jurisdiction
        (in
        a civil action), the SEC or the Commodities Futures Trading Commission to
        have
        violated a federal or state securities or commodities law, and the judgment
        has
        not been reversed, suspended or vacated.
  13
  **Item
                4.**
              **Submission
                  of Matters to a Vote of the
                  Securityholders**
 
 No
        matters were submitted to the Company’s stockholders during the Company’s fiscal
        quarter ended December 31, 2007.
 
 **PART
        II**
  **Item
                5.**
              **Market
                  for Our Common Stock and Related Stockholder
                  Matters**
 
 Our
        common stock has been quoted on the OTC Bulletin Board under the symbol
        "SGDM.OB" since approximately October 23, **** 2006.
        The following table sets forth the range of quarterly high and low prices
        of the
        common stock as reported by NASDAQ for the periods indicated.
 
 Periods
              
              High
              
              LowOctober
                  23, 2006 to December 31, 2006
              
              $
              4.50
              
              $
              1.15Financial
                  QuarterEnded:March
                  31, 2007
              
              $
              7.00
              
              $
              3.80June
                  30, 2007
              
              $
              7.60
              
              $
              3.85September
                  30, 2007
              
              $
              0.65
              
              $
              0.15December
                  31, 2007
              
              $
              0.522
              
              $
              0.20
 
 The
        quotations do not reflect inter-dealer prices, without retail mark-up, mark-down
        or commission and may not represent actual transactions.
 
 Record
        Holders. As of
        April 1, 2008, we had approximately 21 shareholders of record holding a total
        of
        56,219,311 **** shares
        of
        common stock -- 40,000,000 shares free trading. The holders of the common
        stock
        are entitled to one vote for each share held of record on all matters submitted
        to a vote of stockholders. Holders of the common stock have no preemptive
        rights
        and no right to convert their common stock into any other securities. There
        are
        no redemption or sinking fund provisions applicable to the common
        stock.
 
 Dividends. We have
        not declared any dividends since inception and do not anticipate paying any
        dividends in the foreseeable future. The payment of dividends is within the
        discretion of the Board of Directors and will depend on our earnings, capital
        requirements, financial condition, and other relevant factors. There are
        no
        restrictions that currently limit our Company’s ability to pay dividends on its
        common stock other than those generally imposed by applicable state
        law.
 
 Transfer
        Agent. The
        transfer agent of our common stock is Holladay Stock Transfer, 2929 N.
        67 th Place,
        Scottsdale, Arizona, 480-481-3940.
 
 Purchases
        of Our Equity Securities. Neither
        we nor any of our affiliates purchased any equity securities from our
        stockholders during our fiscal quarter ended December 31, 2007.
  14
  Equity
        Compensation Plans. We do
        not have any equity compensation plans.
 
 Recent
        Sales of Unregistered Securities. During
        the last three years, we have issued the following securities without
        registration under the Securities Act:
  In
        December 2006, we issued and sold to Hampton Park Capital LLC 1,000,000 units
        of
        our securities, each unit consisting of one share of common stock and one
        share
        purchase warrant, for a total purchase price of $1,000,000 ($1.00 per unit),
        pursuant to the exemption from registration under Section 4(2) of the Securities
        Act and Rule 506 of Regulation D promulgated thereunder. The exercise price
        of
        the warrants is $2.50 per share. The proceeds of the sale were loaned to
        UniverCompany.
 
 On
        May
        25, 2007, we received $500,000 from a European institutional investor in
        exchange for 111,111 units consisting of one common share and a half of a
        purchase warrant. Each full purchase warrant is exercisable into one common
        share at $7.00 each.
 
 On
        or
        about August 27, 2007, the Company obligated itself to issue 15,000,000 shares
        of common stock, representing approximately 26.7% of the Company’s outstanding
        shares of common stock, to the UniverCompany Shareholder, Evgeny Belchenko,
        in
        exchange for 100% of the issued and outstanding shares of common stock of
        UniverCompany pursuant to the Purchase Agreement as amended on May 15, 2007.
        The
        issuance of the shares was exempt from the registration requirements of the
        Securities Act, in reliance upon the exemptions under Regulation S, Section
        4(2)
        and Rule 506 thereunder. As a result of the issuance of 15,000,000 shares
        in
        March 2008, representing approximately 26.7% of the Company’s outstanding common
        stock, Evgeny Belchenko became the principal stockholder of the
        Registrant.
 
 **Item
                6.**
              **Management's
                  Discussion and Analysis or Plan of
                  Operation**
  As
        of the
        date of this Report, neither the Company nor UniverCompany has had any revenues
        for the current fiscal year. Over the next twelve months, we intend to engage
        in
        the exploitation of the Nerchinskiye Dump, raise the funds necessary to acquire
        mining sites and to begin exploration and possible limited exploitation of
        ore
        sites and to seek out and possibly acquire other ore sites containing precious
        metals, placer, or other high value minerals.
  We
        anticipate that we will require approximately $11,428,000 **** for
        the
        12 months ending March 31, 2009 to fund our plans with respect to commencing
        the
        exploitation of the Nerchinskiye Dump, the purchase of necessary machinery
        and
        equipment to explore mining sites and to haul and process raw materials from
        Nerchinskiye. Additional funds will be used for performing due diligence,
        including extensive geologic testing to determine the potential viability
        of
        mining sites and other properties being considered for acquisition, general
        operating expenses, and to start exploration and limited exploitation of
        mining
        sites (if acquired). In some cases, exploration will be performed to establish
        reserves for exploitation by the Company or to assist in the sale of our
        claims
        to third parties.
  The
        Company intends to finance its operations by way of equity private
        placement.
 The
        following discussion focuses on our property, our goals regarding that property
        for the next 12 months and how we intend to accomplish our goals.
  15
  We
        have
        projected a budget of US $11,428,000:
 **Budget**
                
                **Total
                    US$**Prospecting
                    - Mapping, geochemical sampling, due diligence of potential acquisition
                    targets
                
                
                2,
                    458, 000Construction
                
                
                400,000Payment
                    for mining sites
                
                
                5,
                    000, 000Purchase
                    of deposits
                
                
                450,
                    000Material
                    - technical expenses
                
                
                80,
                    000Machines
                    and equipment
                
                
                2,
                    003, 000Other
                    expenses
                
                
                600,
                    000**Administrative-and-managerial
                    expenses**
                
                
                437,000**Total
                    cost**
                
                
                11,
                    428, 000
 
 We
        intend
        to finance our activities via brokered or non-brokered private placements
        during
        the next twelve months. The amount and conditions precedent to such fund-raising
        are presently under consideration.
  **Financial
        Condition, Liquidity and Capital Resources**
  Going
        Concern Consideration
  Both
        the
        Company and UniverCompany have historically incurred losses since inception
        through December 31, 2007. UniverCompany, by itself, incurred comprehensive
        loss
        of $1,893,000 during the 2007 Fiscal Year. We will require additional working
        capital to develop our business operations. We intend to raise additional
        working capital through private placements, public offerings and/or bank
        financing, although we do not currently have any arrangements in place to
        effect
        any such financing and there can be no assurance that we will be able to
        raise
        the funds required.
  Due
        to
        the uncertainty of UniverCompany’s ability to meet the operating expenses and
        the capital expenses noted above, in their report on the annual financial
        statements for the year ended December 31, 2007, UniverCompany’s independent
        auditors included an explanatory paragraph regarding concerns about their
        ability to continue as a going concern. UniverCompany’s financial statements
        contained additional note disclosures describing the circumstances that lead
        to
        this disclosure by UniverCompany’s independent auditors.
  The
        continuation of our business is dependent upon obtaining further financing
        and
        achieving a profitable level of operations. The issuance of additional equity
        securities by us could result in a significant dilution in the equity interests
        of our current or future stockholders. Obtaining commercial loans, assuming
        those loans would be available, will increase our liabilities and future
        cash
        commitments.
  There
        are
        no assurances that we will be able to either (1) achieve a level of revenues
        adequate to generate sufficient cash flow from operations; or (2) obtain
        additional financing through either private placements, public offerings
        and/or
        bank financing necessary to support our working capital requirements. To
        the
        extent that funds generated from operations and any private placements, public
        offerings and/or bank financing are insufficient, we will have to raise
        additional working capital. No assurance can be given that additional financing
        will be available, or if available, will be on terms acceptable to us. If
        adequate working capital is not available we may not increase our
        operations.
  These
        conditions raise substantial doubt about our ability to continue as a going
        concern. The financial statements do not include any adjustments relating
        to the
        recoverability and classification of asset carrying amounts or the amount
        and
        classification of liabilities that might be necessary should we be unable
        to
        continue as a going concern.
  16
  In
        December 2004, the Financial Accounting Standards Board (FASB) issued Statement
        No. 123(R) (the “Share Based Payment”) (revised 2004). In addition, in March
        2005 the SEC issued Staff Accounting Bulletin Topic 14, *“Share-Based
        Payment”* (SAB
        107) which provides interpretations regarding the interaction between FAS
        123(R)
        and certain SEC rules and regulations and provided the staff’s views regarding
        the valuation of share-based payment arrangements for public companies. FAS
        123(R) focuses primarily on accounting for transactions in which an entity
        obtains employee services in share-based payment transactions, including
        stock
        option awards. FAS 123(R) revises FASB Statement No. 123, “ *Accounting for Stock-Based Compensation”* and
        supersedes APB Opinion No. 25. FAS 123(R) will require us to measure the
        cost of
        employee services received in exchange for stock option awards based on the
        grant date fair value of such awards. That cost will be recognized over the
        period during which an employee is required to provide service in exchange
        for
        the award, which is usually the vesting period. We will report such costs
        as
        part of our salary and benefits expenses. On April 14, 2005, the SEC
        announced amended compliance dates for SFAS 123(R). The SEC previously
        required companies to adopt this standard no later than July 1, 2005, but
        the new rules now require us to adopt FAS  123(R) as of the beginning of
        the first annual reporting period that begins after December 15, 2005, which
        is
        our fiscal year ended December 31, 2006. Currently, the cumulative effect
        of
        initially applying FAS 123(R) has not been determined and is subject to change
        depending on future events.
  Critical
        Accounting Policies
  Our
        financial statements and accompanying notes are prepared in accordance with
        generally accepted accounting principles in the United States (“US GAAP”).
        Preparing financial statements requires management to make estimates and
        assumptions that affect the reported amounts of assets, liabilities, revenue,
        and expenses. These estimates and assumptions are affected by management's
        application of accounting policies. We believe that understanding the basis
        and
        nature of the estimates and assumptions involved with the following aspects
        of
        our financial statements is critical to an understanding of our
        financials.
 
 Use
        of
        Estimates
  The
        preparation of financial statements in conformity with US GAAP 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 the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period. Actual results could differ from those estimates.
  Cash
        and Cash Equivalents
  We
        consider all highly liquid instruments with maturity of three months or less
        at
        the time of issuance to be cash equivalents.
  Financial
        Instruments
  The
        fair
        values of accounts payable, accrued liabilities and amounts due to a related
        party were estimated to approximate their carrying values due to the immediate
        or short-term maturity of these financial instruments.
  Financial
        Condition and Results of Operation
 
 For
        the
        year ended December 31, 2007, the Company and UniverCompany had minimal business
        operations and continued to sustain losses. Our operating expenses consist
        primarily of administrative costs. The Company used consulting resources
        to help
        develop strategy, screen and recruit a key executive, and complete the
        acquisition of UniverCompany.
 
 Off
        Balance Sheet Arrangements
 
 We
        have
        no off-balance sheet arrangements or contractual or commercial
        commitments.




17





**Item
      7.**  **Financial
      Statements**





**STARGOLD
      MINES, INC.**


**(FORMERLY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**




FINANCIAL
      STATEMENTS




YEARS
      ENDED DECEMBER 31, 2007 AND 2006




**CONTENTS**




Report
                of Independent Registered Public Accounting Firm
            
            **F-1**Balance
                Sheets
            
            **F-2**Statements
                of Operations and Comprehensive Loss
            
            **F-3**Statements
                of Stockholders' Equity
            
            **F-4**Statements
                of Cash Flows
            
            **F-5**Notes
                to Financial Statements
            
            **F-6 – F-17**




18





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders


of **Stargold
      Mines, Inc.:**





We
      have
      audited the accompanying balance sheets of **Stargold
      Mines, Inc.** (a
      development stage company) (the "Company") as of December 31, 2007 and 2006,
      and
      the related statements of operations and comprehensive loss, stockholders'
      equity and cash flows for the years ended December 31, 2007 and 2006 and the
      period from date of inception (May 21, 2003) through December 31, 2007. These
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audits included consideration of internal control
      over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, based on our audits, the financial statements referred to above present
      fairly, in all material respects, the financial position of the Company as
      of
      December 31, 2007 and 2006, and the results of its operations and its cash
      flows
      for the years ended December 31, 2007 and 2006 and the period from date of
      inception (May 21, 2003) through December 31, 2007, in conformity with
      accounting principles generally accepted in the United States of
      America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company has incurred losses since inception which raises
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plan regarding this matter is also described in Note 1 to the
      financial statements. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.


/s/
                SF, Partnership, LLP**Toronto,
                  Canada**
              **CHARTERED
                  ACCOUNTANTS**





April
      1,
      2008




F-1




**STARGOLD
      MINES, INC.**


**(FORMERLY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Balance
      Sheets


December
      31, 2007 and 2006




**2007**
            
            2006**ASSETS****Current**Cash
            
            **$**
            **2,930**
            
            $
            7,879Prepaid
                expenses
            
            
            **31,229**
            
            
            -**Total
                Current Assets**
            
            
            **34,159**
            
            
            7,879**Loan
                Receivable**(note 4)
            
            
            **1,009,925**
            
            
            1,000,000**Total
                Assets**
            
            **$**
            **1,044,084**
            
            $
            1,007,879**LIABILITIES****Current**Accounts
                payable
            
            **$**
            **80,626**
            
            $
            25,282Accrued
                liabilities
            
            
            **47,069**
            
            
            -Advance
                from related party (note 10)
            
            
            **-**
            
            
            240Loans
                payable (note 5)
            
            
            **155,042**
            
            
            -**Total
                Current Liabilities**
            
            
            **282,737**
            
            
            25,522**Total
                Liabilities**
            
            
            **282,737**
            
            
            25,522**STOCKHOLDERS'
                EQUITY****Capital
                Stock** (note 6)Authorized1,000,000,000
                common stock, par value $0.0001 per shareIssued
                      and outstanding 41,219,311 (2006 - 81,000,000) common
                      stock
            
            
            **4,122**
            
            
            8,100**Additional
                Paid-in Capital**
            
            
            **1,551,698**
            
            
            1,036,900**Accumulated
                Other Comprehensive Loss**
            
            
            **(209,075**
            **)**
            
            -**Deficit
                Accumulated During the Development Stage**
            
            
            **(585,398**
            **)**
            
            (62,643
            )**Total
                Stockholders' Equity**
            
            
            **761,347**
            
            
            982,357**Total
                Liabilities and Stockholders' Equity**
            
            **$**
            **1,044,084**
            
            $
            1,007,879





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




F-2




**STARGOLD
      MINES, INC.**


**(FORMERLY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statements
      of Operations and Comprehensive Loss


Years
      Ended December 31, 2007 and 2006, and the Period fromDate of Inception (May
      21, 2003) through December 31, 2007





Periodfrom Date ofInception(May 21, 2003)throughDecember 31,**2007**
            
            2006
            
            2007**Revenue**
            
            **$**
            **-**
            
            $
            4,127
            
            $
            68,739**Cost
                of Sales**
            
            
            **-**
            
            
            3,259
            
            
            60,508**Gross
                Profit**
            
            
            **-**
            
            
            868
            
            
            8,231**Expenses**Professional
                fees
            
            
            **340,152**
            
            
            29,482
            
            
            384,979Office
                and general
            
            
            **82,603**
            
            
            1,097
            
            
            87,635Salary
                and benefits
            
            
            **80,000**
            
            
            -
            
            
            80,000Consulting
                fees
            
            
            **20,000**
            
            
            -
            
            
            20,000Bad
                debt
            
            
            **-**
            
            
            26,915
            
            
            26,915**Total
                Expenses**
            
            
            **522,755**
            
            
            57,494
            
            
            599,529**Operating
                Loss**
            
            
            **(522,755**
            **)**
            
            (56,626
            )
            
            (591,298
            )**Other
                Income**Debt
                forgiveness
            
            
            -
            
            
            5,900
            
            
            5,900**Net
                Loss**
            
            
            **(522,755**
            **)**
            
            (50,726
            )
            
            (585,398
            )Unrealized
                loss on investment
            
            
            **(209,075**
            **)**
            
            -
            
            
            (209,075
            )**Comprehensive
                Loss**
            
            **$**
            **(731,830**
            **)**
            $
            (50,726
            )
            $
            (794,473
            )**Net
                Loss per Share****Basic
                and Diluted**
            
            **$**
            **(0.01**
            **)**
            
            (0.00
            )**Basic
                and Diluted Weighted Average Number of Common Shares Outstanding
                During
                the Year**
            
            
            **59,891,775**
            
            
            80,084,932





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




F-3




**STARGOLD
      MINES, INC.**


**(FORMERLY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statements
      of Stockholders' Equity


Years
      Ended December 31, 2007 and 2006, and the Period from


Date
      of
      Inception (May 21, 2003) through December 31, 2007





**Deficit****Accumulated**
            
            **Accumulated****Number of**
            
            
            
            **Additional**
            
            **During the**
            
            **Other****Common**
            
            **Capital**
            
            **Paid-in**
            
            **Development**
            
            **Comprehensive**
            
            **Stockholders'****Shares**
            
            **Stock**
            
            **Capital**
            
            **Stage**
            
            **Loss**
            
            **Equity**Balance,
                May 21, 2003 (note 6)
            
            
            1,000,000
            
            $
            1,000
            
            $
            4,000
            
            $
            -
            
            $
            -
            
            $
            5,000Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,728
            )
            
            -
            
            
            (1,728
            )Balance,
                December 31, 2003
            
            
            1,000,000
            
            $
            1,000
            
            $
            4,000
            
            $
            (1,728
            )
            $
            -
            
            $
            3,272Common
                shares issued for cash (note 6)
            
            
            1,000,000
            
            
            1,000
            
            
            39,000
            
            
            -
            
            
            -
            
            
            40,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,513
            )
            
            -
            
            
            (4,513
            )Balance,
                December 31, 2004
            
            
            2,000,000
            
            $
            2,000
            
            $
            43,000
            
            $
            (6,241
            )
            $
            -
            
            $
            38,759Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,676
            )
            
            -
            
            
            (5,676
            )Balance,
                December 31, 2005 - as previously reported
            
            
            2,000,000
            
            $
            2,000
            
            $
            43,000
            
            $
            (11,917
            )
            $
            -
            
            $
            33,083Restated
                to give retroactive effect to the November 23, 2006 1 for 40 stock
                split
                (note 6)
            
            
            78,000,000
            
            
            6,000
            
            
            (6,000
            )
            
            -
            
            
            -
            
            
            -December
                31, 2005 - as restated
            
            
            80,000,000
            
            
            8,000
            
            
            37,000
            
            
            (11,917
            )
            
            -
            
            
            33,083Common
                shares issued for cash
            
            
            1,000,000
            
            
            100
            
            
            999,900
            
            
            -
            
            
            -
            
            
            1,000,000Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (50,726
            )
            
            -
            
            
            (50,726
            )Balance,
                December 31, 2006
            
            
            81,000,000
            
            $
            8,100
            
            $
            1,036,900
            
            $
            (62,643
            )
            $
            -
            
            $
            982,357Common
                shares issued for cash (note 6)
            
            
            194,311
            
            
            19
            
            
            414,413
            
            
            -
            
            
            -
            
            
            414,432Common
                shares issued for services (note 6)
            
            
            25,000
            
            
            3
            
            
            2,497
            
            
            -
            
            
            -
            
            
            2,500Warrants
                issued for cash (note 6)
            
            
            -
            
            
            -
            
            
            93,888
            
            
            -
            
            
            -
            
            
            93,888Common
                shares cancelled (note 6)
            
            
            (40,000,000
            )
            
            (4,000
            )
            
            4,000
            
            
            -
            
            
            -
            
            
            -Net
                loss for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (522,755
            )
            
            -
            
            
            (522,755
            )Unrealized
                loss on investment, net of income taxes of $0
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (209,075
            )
            
            (209,075
            )**Balance,
                December 31, 2007**
            
            
            **41,219,311**
            
            **$**
            **4,122**
            
            **$**
            **1,551,698**
            
            **$**
            **(585,398**
            **)**
            **$**
            **(209,075**
            **)**
            **$**
            **761,347**





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




F-4




**STARGOLD
      MINES, INC.**


**(FORMERLY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statements
      of Cash Flows


Years
      Ended December 31, 2007 and 2006, and the Period from


Date
      of
      Inception (May 21, 2003) through December 31, 2007




Periodfrom Date ofInception(May 21, 2003)throughDecember 31,**2007**
            
            2006
            
            2007**Cash
                Flows from Operating Activities**Net
                loss
            
            **$**
            **(522,755**
            **)**
            $
            (50,726
            )
            $
            (585,398
            )Adjustment
                to reconcile non-cash item:Issuance
                of common stock for services
            
            
            2,500
            
            
            **-**
            
            
            2,500Changes
                in working capital:Prepaid
                expenses
            
            
            **(31,229**
            **)**
            
            -
            
            
            (31,229
            )Accounts
                payable
            
            
            **55,344**
            
            
            25,193
            
            
            80,626Accrued
                liabilities
            
            
            **47,069**
            
            
            -
            
            
            47,069Accounts
                receivable
            
            
            **-**
            
            
            26,915
            
            
            -**Net
                Cash (Used in) Provided by Operating Activities**
            
            
            **(449,071**
            **)**
            
            1,382
            
            
            (486,432
            )**Cash
                Flows from Investing Activities**Loan
                receivable
            
            
            **(219,000**
            **)**
            
            (1,000,000
            )
            
            (1,219,000
            )**Net
                Cash Used in Investing Activities**
            
            
            **(219,000**
            **)**
            
            (1,000,000
            )
            
            (1,219,000
            )**Cash
                Flows from Financing Activities**Issuance
                of common stock and warrants for cash
            
            
            **508,320**
            
            
            1,000,000
            
            
            1,553,320Advance
                from related party
            
            
            **(240**
            **)**
            
            (3,660
            )
            
            -Loans
                payable
            
            
            **155,042**
            
            
            -
            
            
            155,042**Net
                Cash Provided by Financing Activities**
            
            
            **663,122**
            
            
            996,340
            
            
            1,708,362**Net
                (Decrease) Increase in Cash**
            
            
            **(4,949**
            **)**
            
            (2,278
            )
            
            2,930**Cash
                - Beginning of Period**
            
            
            **7,879**
            
            
            10,157
            
            
            -**Cash
                - End of Period**
            
            **$**
            **2,930**
            
            $
            7,879
            
            $
            2,930




**Supplemental
      Disclosure of Cash Flow Information**


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





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




F-5




**STARGOLD
      MINES, INC.**


**(FORMELY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2007 and 2006




**1.**
            **Description
                of Business and Going Concern**




a)
            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.




b)
            Going
                Concern




The
      accompanying financial statements have been prepared in accordance with
      accounting principles 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 years ended December 31, 2007 and 2006, the Company experienced a net
      loss of $522,755 and $50,726, respectively, and has a deficit accumulated during
      the development stage of $585,398 at December 31, 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
      accompanying 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 inability
      of the Company to continue as a going concern.




F-6




**STARGOLD
      MINES, INC.**


**(FORMELY
      SOCKEYE SEAFOOD GROUP INC.)**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2007 and 2006




**2.**
            **Summary
                of Significant Accounting
                Policies**




a)
            Reporting
                Currency




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




b)
            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.




c)
            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 unrealized gains (losses) on available for sale
      marketable securities; foreign currency translation adjustments; changes in
      market value of future contracts that qualify as a hedge; and negative equity
      adjustments recognized in accordance with SFAS No. 87 "Employers' Accounting
      for
      Pensions". SFAS No. 130 requires only additional disclosures in the financial
      statements.




d)
            Asset
                Retirement Obligations




For
      operating properties, costs associated with environmental remediation
      obligations are accrued in accordance with SFAS No. 143, ''Accounting for Asset
      Retirement Obligations'' (''SFAS No 143''). SFAS No. 143 requires the Company
      to
      record a liability for the present value of the estimated environmental
      remediation costs, and the related asset created with it, in the period in
      which
      the liability is incurred. The liability will be accreted and the asset will
      be
      depreciated over the life of the related assets. Adjustments for changes
      resulting from the passage of time and changes to either the timing or amount
      of
      the original present value estimate underlying the obligation will be
      made.





F-7


**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006




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




d)
            Asset
                Retirement Obligations (cont'd)




For
      non-operating properties, costs associated with environmental remediation
      obligations are accrued when it is probable that such costs will be incurred
      and
      they can be reasonably estimated. Estimates for reclamation and other closure
      costs are prepared in accordance with SFAS No. 5 ''Accounting for
      Contingencies,'' or Statement of Position 96-1 ''Environmental Remediation
      Liabilities.'' Accruals for estimated losses from environmental remediation
      obligations have historically been recognized no later than completion of the
      remedial feasibility study for each facility and are charged to provision for
      closed operations and environmental matters. Costs of future expenditures for
      environmental remediation are not discounted to their present value unless
      subject to a contractually obligated fixed payment schedule. Such costs are
      based on management's current estimate of amounts to be incurred when the
      remediation work is performed, within current laws and regulations.




Future
      closure, reclamation and environmental-related expenditures are difficult to
      estimate, in many circumstances, due to the early stage nature of
      investigations, and uncertainties associated with defining the nature and extent
      of environmental contamination and the application of laws and regulations
      by
      regulatory authorities and changes in reclamation or remediation technology.
      Management periodically reviews accrued liabilities for such reclamation and
      remediation costs as evidence becomes available indicating that the Company's
      liabilities have potentially changed.




e)
            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.




f)
            Impairment
                of Long-lived Assets




The
      Company evaluates the recoverability of long-lived assets and the related
      estimated remaining lives when events or circumstances lead management to
      believe that the carrying value of an asset may not be recoverable.
      Recoverability is assessed based on the carrying amount of a long-lived asset
      compared to the sum of the future undiscounted cash flows expected to result
      from the use and the eventual disposal of the asset. An impairment loss is
      recognized when the carrying amount is not recoverable (exceeds the total
      undiscounted cash flows expected from its use and disposition) and exceeds
      fair
      value. For the years ended December 31, 2007 and 2006, no events or
      circumstances occurred for which an evaluation of the recoverability of
      long-lived assets was required.





F-8


**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006




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




g)
            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 year. In contrast,
      diluted earnings (loss) per share considers the potential dilution that occurs
      from other equity instruments that would increase the total number of
      outstanding shares of common stock. As the warrants were anti-dilutive, there
      was no adjustment to the basic loss per share.




h)
            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.




The
                Company provides credit to its clients in the normal course of its
                operations. It carries out, on a continuing basis, credit checks
                on its
                clients and maintains provisions for contingent credit losses that,
                once
                they materialize, are consistent with management's
                forecasts.




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 or other conditions. The Company does not
      have
      any significant risk with respect to a single client.




i)
            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.




F-9




**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


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




j)
            Share-Based
                Payment




The
      Company has adopted the disclosure requirements of SFAS No. 123(R), "Share-Based
      Payment" ("SFAS No. 123(R)") for stock options and similar equity instruments
      (collectively, "options") issued to employees. The Company applies the
      fair-value based method of accounting as prescribed by SFAS No. 123(R). Under
      the fair-value based method, compensation cost is measured at the grant date
      based on the value of the award and is recognized over the service period,
      which
      is usually the vesting period. For stock options, the fair value is determined
      using an option-pricing model that takes into account the stock price at the
      grant date, the exercise price, the expected life of the option, the volatility
      of the underlying stock, the expected dividends on it, and the risk-free
      interest rate over the expected life of the option. SFAS No. 123(R) also applies
      to transactions in which an entity issues its equity instruments to acquire
      goods or services from non-employees. Those transactions must be accounted
      for
      based on the fair value of the consideration received or the fair value of
      the
      equity instruments issued, whichever is more reliably measurable.




k)
            Recent
                Accounting Pronouncements




In
      September 2006, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 157, “Fair Value
      Measurements” ("SFAS No. 157"), which is effective to fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. SFAS
      No.
      157 defines fair value, establishes a framework for measuring fair value in
      accordance with generally accepted accounting principles, and expands
      disclosures about fair value measurements. SFAS No. 157 codifies the definition
      of fair value as the price that would be received to sell an asset or paid
      to
      transfer a liability in an orderly transaction between market participants
      at
      the measurement date. SFAS No. 157 clarifies the principle that fair value
      should be based on the assumptions market participants would use when pricing
      the asset or liability and establishes a fair value hierarchy that prioritizes
      the information used to develop those assumptions. The Company is currently
      assessing the potential impact that the adoption of SFAS No. 157 could have
      on
      its financial statements.




In
      September 2006, FASB issued SFAS No. 158, “Employers' Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)” ("SFAS No. 158") . The Company has adopted SFAS No.
      158 except for the requirement to measure plan assets and benefit obligations
      as
      of the date of the Company's fiscal year-end statement of financial position
      which is effective to fiscal years beginning after December 15, 2008. The
      Company is currently assessing the potential impact that the adoption of SFAS
      No. 158 could have on its financial statements.





F-10


**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


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




k)
            Recent
                Accounting Pronouncements (cont'd)




In
      February 2007, FASB issued SFAS No. 159, "The Fair Value Option for Financial
      Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159 permits
      entities to choose to measure many financial instruments, and certain other
      items, at fair value. SFAS No. 159 applies to reporting periods beginning after
      November 15, 2007. The Company is currently assessing the potential impact
      that
      the adoption of SFAS No. 159 could have on its financial
      statements.




In
      April
      2007, the FASB issued a FASB Statement Position ("FSP") on FASB Interpretation
      ("FIN") 39-1 ("FIN No. 39-1") which modifies FIN No. 39, “Offsetting of Amounts
      relating to Certain Contracts” (“FIN No. 39”). FIN 39-1 addresses whether a
      reporting entity that is party to a master netting arrangement can offset fair
      value amounts recognized for the right to reclaim cash collateral (a receivable)
      or the obligation to return cash collateral (a payable) against fair value
      amounts recognized for derivative instruments that have been offset under the
      same master netting arrangement in accordance with FIN No. 39. Upon adoption
      of
      this FASB Staff Position (“FSP”), a reporting entity shall be permitted to
      change its accounting policy to offset or not offset fair value amounts
      recognized for derivative instruments under master netting arrangements. The
      guidance in this FSP is effective for fiscal years beginning after November
      15,
      2007. The Company is currently assessing the potential impact of implementing
      this standard.




In
      December 2007, FASB issued SFAS No. 141 (revised 2007), "Business Combinations"
      ("SFAS No. 141(R)"). This statement replaces SFAS No. 141, "Business
      Combinations" and requires an acquirer to recognize the assets acquired, the
      liabilities assumed, including those arising from contractual contingencies,
      any
      contingent consideration, and any noncontrolling interest in the acquiree at
      the
      acquisition date, measured at their fair values as of that date, with limited
      exceptions specified in the statement. SFAS No. 141(R) also requires the
      acquirer in a business combination achieved in stages (sometimes referred to
      as
      a step acquisition) to recognize the identifiable assets and liabilities, as
      well as the noncontrolling interest in the acquiree, at the full amounts of
      their fair values (or other amounts determined in accordance with SFAS No.
      141(R)). In addition, SFAS No. 141(R)'s requirement to measure the
      noncontrolling interest in the acquiree at fair value will result in recognizing
      the goodwill attributable to the noncontrolling interest in addition to that
      attributable to the acquirer. SFAS No. 141(R) amends SFAS No. 109, "Accounting
      for Income Taxes", to require the acquirer to recognize changes in the amount
      of
      its deferred tax benefits that are recognizable because of a business
      combination either in income from continuing operations in the period of the
      combination or directly in contributed capital, depending on the circumstances.
      It also amends SFAS No. 142, "Goodwill and Other Intangible Assets", to, among
      other things, provide guidance on the impairment testing of acquired research
      and development intangible assets and assets that the acquirer intends not
      to
      use. SFAS No. 141(R) applies prospectively to business combinations for which
      the acquisition date is on or after the beginning of the first annual reporting
      period beginning on or after December 15, 2008. The Company is currently
      assessing the potential impact that the adoption of SFAS No. 141(R) could have
      on its financial statements.





F-11




**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


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




k)
            Recent
                Accounting Pronouncements (cont'd)




In
      December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements—amendment of Accounting Research Bulletin No.
      51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting
      standards for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary. It also clarifies that a noncontrolling
      interest in a subsidiary is an ownership interest in the consolidated entity
      that should be reported as equity in the consolidated financial statements.
      SFAS
      No. 160 also changes the way the consolidated income statement is presented
      by
      requiring consolidated net income to be reported at amounts that include the
      amounts attributable to both the parent and the noncontrolling interest. It
      also
      requires disclosure, on the face of the consolidated statement of income, of
      the
      amounts of consolidated net income attributable to the parent and to the
      noncontrolling interest. SFAS No. 160 requires that a parent recognize a gain
      or
      loss in net income when a subsidiary is deconsolidated and requires expanded
      disclosures in the consolidated financial statements that clearly identify
      and
      distinguish between the interests of the parent owners and the interests of
      the
      noncontrolling owners of a subsidiary. SFAS No. 160 is effective for fiscal
      periods, and interim periods within those fiscal years, beginning on or after
      December 15, 2008. The Company is currently assessing the potential impact
      that
      the adoption of SFAS No. 160 could have on its financial
      statements.




In
      February 2008, FASB issued FASB Staff Position (“FSP”) on SFAS No. 140-3,
“Accounting for Transfers of Financial Assets and Repurchase Financing
      Transactions” (“FSP SFAS No. 140-3”). The objective of this FSP is to provide
      guidance on accounting for a transfer of a financial asset and a repurchase
      financing. This FSP presumes that an initial transfer of a financial asset
      and a
      repurchase financing are considered part of the same arrangement (linked
      transaction) under SFAS No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities” ("SFAS No. 140"). However,
      if certain criteria are met, the initial transfer and repurchase financing
      shall
      not be evaluated as a linked transaction and shall be evaluated separately
      under
      SFAS No. 140. FSP SFAS No. 140-3 is effective for financial statements issued
      for fiscal years beginning after November 15, 2008, and interim periods within
      these fiscal years. Earlier application is not permitted. The Company is
      currently reviewing the effect, if any, the proposed guidance will have on
      its
      financial statements.




In
      February 2008, FASB issued FSP SOP No. 07-1-1, “Effective Date of AICPA
      Statement of Position 07-1” (“SOP No. 07-1-1”). SOP No. 07-1-1 delays
      indefinitely the effective date of AICPA Statement of Position 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. The Company is currently reviewing the effect, if any, the proposed
      guidance will have on its financial statements.





F-12


**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


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




k)
            Recent
                Accounting Pronouncements (cont'd)




In
      February 2008, FASB issued FSP SFAS No. 157-1, “Application of FASB Statement
      No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That
      Address Fair Value Measurements for Purposes of Lease Classification or
      Measurement under Statement 13” (“FSP SFAS No. 157-1”). FSP SFAS No. 157-1
      amends SFAS No. 157 to exclude FASB Statement No. 13, "Accounting for Leases",
      and other accounting pronouncements that address fair value measurements for
      purposes of lease classification or measurement under FASB Statement No. 13.
      However, this scope exception does not apply to assets acquired and liabilities
      assumed in a business combination that are required to be measured at fair
      value
      under FASB Statement No. 141, “Business Combinations”, or FASB Statement No. 141
      (revised 2007), "Business Combinations", regardless of whether those assets
      and
      liabilities are related to leases. FSP SFAS No. 157-1 is effective upon the
      initial adoption of SFAS No. 157.




In
      February 2008, FASB issued FSP SFAS No. 157-2, “Effective date of FASB Statement
      No. 157” (“FSP SFAS No. 157-2”). FSP SFAS No. 157-2 delays the effective date of
      SFAS No. 157, “Fair Value Measurement” to fiscal years beginning after November
      15, 2008, and interim periods within those fiscal years. The Company is
      currently reviewing the effect, if any, the proposed guidance will have on
      its
      financial statements.




In
      March
      2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and
      Hedging Activities - an amendment of FASB Statement No. 133" ("SFAS No. 161").
      SFAS No. 161 changes the disclosure requirements for derivative instruments
      and
      hedging activities. Entities are required to provide enhanced disclosures about
      (a) how and why an entity uses derivative instruments, (b) how derivative
      instruments and related hedged items are accounted for under SFAS No. 133 and
      its related interpretations, and (c) how derivative instruments and related
      hedged items affect an entity's financial position, financial performance,
      and
      cash flows. SFAS No. 161 is effective for fiscal years and interim periods
      beginning after November 15, 2008. The Company is currently assessing the
      potential impact that the adoption of SFAS No. 161 could have on its financial
      statements.




**3.**
            **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.





F-13




**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


**4.**
            **Loan
                Receivable**




The
      loan
      receivable from UniverCompany Limited Liability Company, a Russian limited
      liability society ("UniverCompany"), is non-interest bearing, unsecured, has
      no
      specified terms for repayment, and has face value of $1,219,000. The fair value
      of the loan was determined to be $1,009,925 (2006 - $1,000,000), estimated
      based
      on a collection period of 2 years, using an interest rate of 10.8% per annum.
      Unrealized loss in the amount of $209,075 has been reported in other
      comprehensive loss.




**5.**
            **Loans
                Payable**




The
      loan
      payable to Bluewater Partners in the amount of $86,042 bears interest at the
      Federal Reserve's prime plus 1% per annum, is unsecured and has no specified
      terms of repayment.




The
      loan
      payable to Quesir Group in the amount of $69,000 bears interest at the Federal
      Reserve's prime plus 1% per annum, is unsecured and has no specified terms
      of
      repayment.




**6.**
            **Capital
                Stock**




In
      May
      2003, the company issued 1,000,000 shares for cash of $5,000 to the former
      directors of the Company.




In
      August
      2004, the Company issued 1,000,000 shares for cash of $40,000.




In
      November 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 retrospectively adjusted
      to give effect to the stock split.




In
      December 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 83,200 shares for cash of $8,320.




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




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.





F-14




**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


**6.**
            **Capital
                Stock**(cont'd)




Warrants




On
      December 19, 2006, the Company issued warrants which allow the holders to
      purchase, at any time until December, 19 2008, up to 1,000,000 common shares
      at
      an exercise price of $2.50.




On
      May
      25, 2007, the Company issued warrants which allow the holders to purchase,
      at
      any time until May 25, 2009, up to 55,555 common shares at an exercise price
      of
      $7.00.




WeightedWeighted
            
            AverageAverage
            
            RemainingNumber of
            
            Exercise
            
            ContractualWarrants
            
            Price
            
            TermBalance,
                January 1, 2006
            
            
            -
            
            $
            -Issued
                during the year
            
            
            1,000,000
            
            
            2.50
            
            
            1.97
                YearsExercised
                during the year
            
            
            -
            
            
            -Forfeitures
                during the year
            
            
            -
            
            
            -Expired
                during the year
            
            
            -
            
            
            -Balance,
                December 31, 2006
            
            
            1,000,000
            
            $
            2.50
            
            
            1.97
                yearsIssued
                during the year
            
            
            **55,555**
            
            $
            7.00
            
            
            1.42
                yearsExercised
                during the year
            
            
            -
            
            
            -Forfeitures
                during the year
            
            
            -
            
            
            -Expired
                during the year
            
            
            -
            
            
            -**Balance,
                December 31, 2007**
            
            
            **1,055,555**
            
            $
            2.74
            
            
            0.99
                years




As
      at
      December 31, 2007 the range of exercise prices of the outstanding warrants
      were
      as follows:




WeightedWeighted
            
            AverageRange
                of
            
            
            
            Average
            
            Remainingexercise
            
            Number of
            
            Exercise
            
            Contractualprices
            
            Warrants
            
            Price
            
            Term$
            2.50
            
            
            1,000,000
            
            $
            2.50
            
            
            0.97
                year$
            7.00
            
            
            55,555
            
            $
            7.00
            
            
            1.42
                years




Warrants
      were valued using the Black-Scholes model, using the weighted average key
      assumptions of volatility of 26%, a risk-free interest rate of 4.85%, a term
      equivalent to the life of the warrant, and reinvestment of all dividends in
      the
      Company of zero percent.





F-15


**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


**7.**
            **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
      current provision for income taxes has been computed as follows:




Expected
                income tax recovery at the statutory rate - 31%
            
            **$**
            **(164,145**
            **)**Valuation
                allowance
            
            
            **164,145**Current
                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 year 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 will not
      be
      realized through the reduction of future income tax payments, accordingly a
      100%
      valuation allowance has been recorded for the current income taxes and deferred
      income tax assets.




The
      Company has deferred income tax assets as follows:




Net
                operating loss carryforward
            
            **$**
            **183,815**Valuation
                allowance for deferred income tax assets
            
            
            **(183,815**
            **)**Deferred
                income tax assets
            
            **$**
            **-**




As
      of
      December 31, 2007, the Company had $585,398 of Federal and state net operating
      loss carryforwards available to offset future taxable income. The Company has
      the following losses which expire in 20 years from the date the loss was
      incurred:




2023
            
            $
            1,7282024
            
            
            4,5132025
            
            
            5,6762026
            
            
            50,7262027
            
            
            522,755$
            585,398





F-16




**STARGOLD
        MINES, INC.**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2007 and 2006


**8.**
            **Subsequent
                Events**




Pursuant
      to the terms of a purchase agreement by and between the Company and the
      shareholder of UniverCompany, dated Nov 30, 2006, the Company acquired all
      of
      the shares of UniverCompany on March 18, 2008. In consideration, the Company
      issued to the shareholder of UniverCompany 15,000,000 shares of the Company's
      common stock.




**9.**
            **Commitment**




On
      May 9,
      2007, the Company entered into an employment contract with the Chief Executive
      Officer ("CEO") of the Company, whereby the CEO is entitled to a performance
      bonus for the 2007 calendar year, at the sole discretion of the Compensation
      Committee of the Board of Directors. At December 31, 2007, no performance bonus
      has been accrued as the Company believes that the CEO will not likely be
      entitled to any performance bonus for the 2007 calendar year.




**10.**
            **Advance
                from Related Party**




These
      advances, from a director, are non-interest bearing, unsecured and have no
      specified terms of repayment.




**11.**
            **Comparative
                Figures**




Certain
      figures for the year ended December 31, 2006 and the period from date of
      inception (May 21, 2003) through December 31, 2006 have been reclassified to
      conform with the current year's consolidated financial statement
      presentation.




F-17


**Item
                8.**
              **Changes
                  in and Disagreements with
                  Accountants**
 
 On
        January 18, 2006, we engaged the services of ACI Armando C. Ibarra, Certified
        Public Accountants, 317 E Street, Chula Vista CA 91910, a firm registered
        with
        the Public Company Accounting Oversight Board (“PCAOB”) as our principal
        independent accountant and auditor to audit our financial
        statements.
 
 On
        August
        4, 2006, the Company dismissed ACI Armando C. Ibarra Certified Public
        Accountants, as its independent auditors after being advised that the firm
        would
        no longer be performing public company audits, as they were in the process
        of
        withdrawing from registration with the PCAOB. The decision to change principal
        accounting firms was unanimously approved by written consent of our Board
        of
        Directors on August 4, 2006.
 
 Since
        the
        appointment of ACI Armando C. Ibarra Certified Public Accountants on January
        20,
        2006 and all subsequent interim periods through the date of dismissal on
        August
        4, 2006, ACI Armando C. Ibarra Certified Public Accountants’ reports on our
        financial statements did not contain any adverse opinion or disclaimer of
        opinion, nor were they modified as to audit scope or accounting principles.
        The
        audit report from ACI Armando C. Ibarra Certified Public Accountants for
        the
        fiscal year ended December 31, 2005 was modified as to the uncertainty regarding
        our ability to continue as a going concern because of our status as a
        development stage company with limited operations. The financial statements
        for
        the year ended December 31, 2005, did not include any adjustments that might
        have resulted from the outcome of this uncertainty.




From
      the
      date of appointment on January 20, 2006, through the date of this report, there
      were no disagreements with ACI Armando C. Ibarra Certified Public Accountants
      on
      any matter of accounting principles or practices, financial statement
      disclosure, or auditing scope or procedure which, if not resolved to ACI Armando
      C. Ibarra Certified Public Accountants ' satisfaction, would have caused ACI
      Armando C. Ibarra Certified Public Accountants to make reference to the subject
      matter in connection with its reports and/or reviews of our consolidated
      financial statements during our then most recent fiscal year or any interim
      period.





On
      August
      4, 2006, the Company's Board of Directors unanimously approved by written
      consent the appointment of Chang G. Park, CPA, Ph.D, 6474 University Avenue,
      San
      Diego, California, a PCAOB registered firm, as its new certifying principal
      accounting firm to audit Registrant’s financial statements.





On
      January 24, 2007, we dismissed Chang G. Park, CPA as our principal independent
      accountants, and retained SF Partnership, LLP as our principal independent
      accountants. The decision to change accountants was recommended and approved
      by
      our Board of Directors.





Chang
      G.
      Park, CPA was our independent registered public accounting firm from August
      4,
      2006 until January 24, 2007. None of Chang G. Park, CPA’s reports on our
      financial statements during that period and until January 24, 2007, and none
      of
      the reports by the our principal independent accountants during either of the
      previous two fiscal years and for the period since then and until January 24,
      2007, (a) contained an adverse opinion or disclaimer of opinion, or (b) was
      modified as to uncertainty, audit scope, or accounting principles, which would
      include the uncertainty regarding the ability to continue as a going concern,
      or
      (c) contained any disagreements on any matters of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedures,
      which disagreements, if not resolved to the satisfaction of the principal
      independent accountants, would have caused it to make reference to the subject
      matter of the disagreements in connection with its reports. None of the
      reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred
      during the period in which Chang G. Park, CPA served as our principal
      independent accountants. The financial statements audited by Chang C. Park,
      CPA
      for the year ended December 31, 2005 were modified to contain an explanatory
      sentence pertaining to our ability to continue as a going concern, but such
      financial statements did not contain any adjustment that might result from
      the
      uncertainty stated therein.




SF
      Partnership audits approximately 19 companies engaged in the natural resources
      industry, including several companies with operations and properties located
      outside of Canada, including the United States. SF Partnership also is
      affiliated with a firm that is based in Russia and at the time of engagement
      had
      two, and presently has one, Russian speaking members of SF Partnership's
      staff.


19




**Item
              8A.**
            **Control
                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 Exchange
      Act is recorded, processed, summarized and reported within the time periods
      specified in the rules and forms of the SEC. Our Chief Executive Officer and
      Chief Financial Officer have reviewed the effectiveness of our "disclosure
      controls and procedures" (as defined in the Exchange Act, Rules 13a-14(c))
      within the end of the period covered by this Annual Report on Form 10-KSB and
      have concluded that the disclosure controls and procedures are effective to
      ensure that material information relating to us 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.





Management
      assessed the effectiveness of the Company’s internal control over financial
      reporting as of December 31, 2007, using criteria provided by the SEC in its
      Interpretive Guidance (Release No. 34-55929). Based on our assessment, we
      believe that, as of December 31, 2007, the Company’s internal control over
      financial reporting is effective.





This
      Annual Report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management’s report in this Annual Report.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in our internal control over financial reporting during
      the
      fourth fiscal quarter for the fiscal year ended December 31, 2007 that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





**Item
              9.**
            **Directors,
                Executive Officers, Promoters and Control Persons; Compliance****with
                Section 16(a) of the Exchange Act**




The
      following table sets forth the names, positions and ages of our executive
      officers and directors. All directors hold office until the next annual meeting
      of the security holders or until their successors have been elected and
      qualified. Officers are elected by the Board of Directors and their terms of
      office are, except to the extent governed by employment contract, at the
      discretion of the Board of Directors.




Name
            
            Age
            
            Position(s)
            
            Period
                ServingMarcus
                Segal
            
            36
            
            President,
                CEO,
            
            Since
                November 2006CFO
                and DirectorF.
                Bryson Farrill
            
            79
            
            Director
            
            Since
                September 2007Keith
                C. Minty
            
            52
            
            Director
            
            Since
                October 2007




20




The
      following biographies are based upon information supplied by each of the above
      named persons to the Company.





Mr.
      Segal
      currently serves as Vice President of Operations and Acting CFO for Vindicia
      Inc, a technology company specializing in credit card fraud prevention and
      is a
      Director of Star Energy Corporation, an oil and gas company. Prior to joining
      Vindicia, Mr. Segal served as Vice President of Operations at EMusic.com, a
      leading Internet-based music subscription service, where he was responsible for
      the HR, Production, Customer Service, Royalty Administration, and Business
      Affairs departments of eMusic through the Company's acquisition by
      Vivendi/Universal's Universal Music Group in 2002. Prior to EMusic, Mr. Segal
      served as the Executive in Charge of Production/COO for The Documedia Group,
      an
      award-winning documentary production company based in Los Angeles. His projects
      included the 52-hour Sworn to Secrecy series for The History Channel and The
      Last Days of WWII for the A&E Network, for which he was nominated for an
      Emmy. Mr. Segal holds an MBA from Pepperdine University's Graziadio School
      of
      Business, was named a National Journalism Center Fellow in 1996, and received
      a
      BA in English Literature from the University of California at Santa
      Barbara.





F.
      Bryson
      Farrill. He has been in the securities industry for more than 30 years. Mr.
      Farrill has held various senior positions, including that of President and
      Chairman of McLeod, Young, Weir International, an investment dealer in Toronto,
      Canada. He was also the Chairman of Scotia McLeod (USA) Inc. for eleven years.
      Since 1997 to date, he has also been a director of Homelife, Inc.





Keith
      C.
      Minty. From 1997 to 2002, he was the President and CEO of North American
      Palladium Ltd., a platinum group metal resource company. In 2003 and 2004,
      Mr.
      Minty was the President and Chief Executive Officer of Crow Flight Minerals
      Inc.
      and Bear Tooth Platinum Corporation, then distressed public resource companies.
      From 2004 until 2006, he was the South African Country Manager for Hunter
      Dickinson Inc., a precious metals resource company. In 2006, Mr. Minty was
      the
      President and Chief Operating Officer of St. Andrews Goldfields in Toronto,
      Canada, a gold mining company. Also, he has been an independent consultant
      to
      companies engaged in the development of precious metal resources.





The
      above
      named executive officers and directors are our only officers, directors and
      promoters and control persons. There are no family relationships between our
      directors and officers.





**Audit
      Committee**





We
      do not
      currently have an Audit Committee. In addition to not having an Audit Committee,
      we do not have an Audit Committee financial expert. It has been exceedingly
      difficult for us to attract an independent member to our Board of Directors,
      who
      would qualify as an Audit Committee financial expert, to serve as a member
      of
      the Audit Committee of our Board of Directors. We plan to form an Audit
      Committee consisting of two or more independent members of our Board of
      Directors, at least one of whom will qualify as an Audit Committee financial
      expert under the rules and regulations of the SEC, once we are able to identify
      and attract a satisfactory candidate. In the meantime, our current Board of
      Directors intends to satisfy the duties of the committee.




21




**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our directors and executive officers, and
      persons who own more than ten percent of our common stock, to file with the
      SEC
      initial reports of ownership and reports of changes of ownership of our common
      stock. Officers, directors and greater than ten percent stockholders are
      required by SEC regulation to furnish us with copies of all Section 16(a) forms
      they file. To the best of our knowledge, during the year ended December 31,
      2007, all Section 16(a) filing requirements applicable to our officers,
      directors and greater than ten percent beneficial owners were complied with.
      Mr.
      F. Bryson Farrill became a director of the Company on September 21, 2007 but
      did
      not file his Form 3 until October 11, 2007, approximately 7 business days late.
      Additionally, Evgeny Belchenko has not filed a Form 3 related to his more than
      ten (10%) percent equity investment in the Company completed on March 18, 2007.
      In making these disclosures, we have relied solely on a review of the copies
      of
      such reports furnished to us and written representations by our directors,
      executive officers and greater than ten percent stockholders.





**Code
      of Ethics**





Our
      board
      of directors has not adopted a Code of Business Conduct and Ethics that applies
      to all of our directors, officers and employees.





**Item
              10.**
            **Executive
                Compensation**





Marcus
      Segal, our Chief Executive Officer, is currently compensated at a rate of
      $80,000 per year commencing in January 2007. The current directors, except
      for
      Mr. Segal, receive $1,000 per month for their services as such **** and
      we
      will reimburse them for reasonable out-of-pocket expenses.





**SUMMARY
      COMPENSATION TABLE**





Compensation
            
            
            
            Annual
                Compensation
            
            Long-TermOther
            
            AwardsName
                and
            
            
            
            
            
            
            
            Annual
            
            PayoutsPosition(s)
            
            Year
            
            Salary
            
            Bonus
            
            Comp.Marcus
                Segal
            
            
            2007
            
            $
            80,000
            
            $
            -
            
            $
            -
            
            $
            -President
                and CEO
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -Sheldon
                Goldberg*
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -President
                and CEO
            
            
            2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -David
                F. Knapfel*
            
            
            2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -VP,
                Treasurer,
            
            
            2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -PrincipalAccounting
                Officerand
                Secretary





*
      On
      November 7, 2006, Sheldon Goldberg resigned from his positions as director,
      President, and Chief Executive Officer, effective as of such date. On the same
      date, David F. Knapfel resigned from his positions as director, Vice President,
      Treasurer, Chief Financial Officer, Secretary, and Principal Accounting
      Officer.




22




On
      November 7, 2006, the Board of Directors of the Registrant appointed Marcus
      Segal as a director and as the Chief Executive Officer, Chief Financial Officer,
      Secretary, and Principal Accounting Officer of the Registrant, effective
      immediately.





**Employment
      Agreements**





The
      Company’s sole officer is paid a salary of $80,000 per year. We do not have any
      pension, health, annuity, insurance, stock options, profit sharing or similar
      benefit plans; however, we may adopt such plans in the future. There are
      presently no personal benefits available to directors, officers or employees
      and
      plan to issue stock grants in the near future.





**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management**





The
      following table sets forth certain information regarding common stock
      beneficially owned on the date of this filing for (i) each shareholder known
      by
      us to be the beneficial owner of five (5%) percent or more of our issued and
      outstanding Common Stock, (ii) the executive officer and director and (iii)
      all
      executive officers and directors as a group. As of March 31, 2008, there were
      56,219,311 shares of our common stock issued and outstanding.





Name
                and Address
            
            Amount and Nature ofof
                Beneficial Owner
            
            Beneficial Ownership
            
            Percent of ClassEvgeny
                Belchenko (1)
            
            
            15,000,000
            
            
            26.7
            %Marcus
                Segal (2) (3)
            
            
            0
            
            
            *2643
                20th StreetSan
                Francisco, CA 94110F.
                Bryson Farrill (2) (3)
            
            
            0
            
            
            *Keith
                C. Minty (2) (3)
            
            
            0
            
            
            *as
                a Group (3 persons)





*
      Denotes
      less than one (1%).





(1)
            The
                address for Mr. Belchenko is Lenick Prospect 6, Str. 7, Suite 15-20,
                Moscow 119991, Russian Federation.





(2)
            The
                address for each of the above identified executive officers and directors
                is c/o Stargold Mines, Inc., 1840 Gateway Drive, Suite 200, San Mateo,
                California 94404.





(3)
            Mr.
                Segal is the President, Chief Executive Officer, Chief Financial
                Officer
                and a Director of the Company. Messrs. Farrill and Minty are
                Directors.




23




The
      persons named above, who are the only officers, directors and principal
      shareholders, may be deemed to be parents and promoters, within the meaning
      of
      such terms under the Securities Act, by virtue of their direct securities
      holdings. In general, a person is considered a beneficial owner of a security
      if
      that person has or shares the power to vote or direct the voting of such
      security, or the power to dispose of such security. A person is also considered
      to be a beneficial owner of any securities of which the person has the right
      to
      acquire beneficial ownership within (60) days.





There
      are
      currently no options, warrants, rights or other securities conversion privileges
      granted to our officers, directors or beneficial owners . We do plan to issue
      stock grants to our officer and directors in the near term.





**Changes
      in Control**





Other
      than the issuance of 15,000,000 shares, representing approximately 26.7% of
      the
      Company’s outstanding common stock, to Mr. Evgeny Belchenko as described above,
      there are no arrangements known to us, the operation of which may at a
      subsequent date result in a change of control of our Company.





**Item
              12.**
            **Certain
                Relationships and Related Transactions; Director
                Independence**





On
      March
      18, 2008, we completed the purchase of UniverCompany from Mr. Belchenko in
      consideration for 15,000,000 shares of our Common Stock.





We
      do not
      have any other related party transactions and have not yet formulated a policy
      for the resolution of any related transaction conflicts, should they
      arise.





**Item
              13.**
            **Exhibits**


**Exhibit No.**
              
              **Description**31.1.
              
              Certification
                  by Principal Executive Officer and Financial Officer pursuant to
                  Rule
                  13a-14 and Rule 15d-14 of the Securities Exchange Act of
                  1934.*32.1.
              
              Certification
                  by Principal Executive Officer and Financial Officer pursuant to
                  Section
                  906 of the Sarbanes-Oxley Act of 2002 (18 USC
                  1350).*
  ______________
  *
              
              Filed
                herewith




**Item
              14.**
            **Principal
                Accounting Fees and
                Services**




**Audit
      Fees**





The
      aggregate fees billed for professional services rendered by our professional
      accountants for the audit of our annual financial statements for the fiscal
      year
      ended December 31, 2007 was $24,000 and for the fiscal year ended December
      31,
      2006 were $30,000. The reviews for the financial statements included in
      quarterly reports on Form 10-QSB during the fiscal years ended December 31,
      2007
      and December 31, 2006 were $73,800 and $2,800, respectively.




24




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned hereunto
      duly authorized.




Date:  
              April 14, 2008**STARGOLD
              MINES, INC.**(Registrant)By:
            /s/
                Marcus SegalName: 
                Marcus SegalTitle:   
                Chief Executive Officer, Chief Financial
              Officer,
                Secretary, Principal Accounting Officer,
              and
                Director




25