UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





FORM
      10-KSB/A


(Amending
      Registrant’s Form 10-KSB filed on April 2, 2007)





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


SECURITIES
      EXCHANGE ACT OF 1934





STARGOLD
      MINES, INC.


(Exact
      name of Registrant as specified in its charter)





For
      the
      year Ended December 31, 2006




Nevada
            0-51197
            98-0400208(State
                or other jurisdiction of
            (Commission
                File Number)
            (IRS
                Employerincorporation)
            
            Identification
                No.)





1840
      Gateway Drive


Suite
      200


San
      Mateo, California 94404


(Address
      of principal executive offices)





(650)
      378-1214


(Registrant’s
      Telephone Number, Including Area Code)





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
      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 by Section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
x
      No o









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





The
      issuer’s revenues for its most recent fiscal year were $4,127.





Based
      on
      the closing sales price of the Common Stock on March 30, 2007, the aggregate
      marker value of the voting stock of registrant held by non-affiliates was
      $188,600,000.





As
      of
      March 30, 2007, the Registrant had outstanding 81,000,000 shares of common
      stock
      issued and outstanding.





Documents
      Incorporated By Reference: None





Transitional
      Small business Issuer Disclosure Format (check one): Yes
o
      No x.









TABLE
      OF
      CONTENTS


PageCautionary
                    Statement for Forward Looking Information
                
                
                **1**PART
                    IIItem
                    7.    Financial Statements
                
                
                **1**PART
                    IIIItem
                    13.  Exhibits
                
                
                **2**SIGNATURES
                
                
                **3**









Forward-Looking
      Statements





This
      Annual Report contains forward-looking statements within the meaning of Section
      27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
      Exchange Act of !934, as amended. These statements relate to our ability to
      consummate the contemplated transaction with Univercompany described herein,
      our
      ability to manage the operations of such company in Russia if we close the
      transaction, 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 Annual 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, 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
      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
      7.
      Financial Statements





The
      Company’s audited financial statements for the periods ended December 31, 2006 and
      2005
      are attached hereto as F-1 through F-13.





-1-




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.





-2-




SIGNATURES





In
      accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


STARGOLD
                MINES, INC.By:
            /s/ Marcus SegalDate:
              January 25, 2008
            Marcus
              SegalChief
                Executive Officer,
              Chief
                Financial Officer,
              Principal
                Accounting Officer,
              and
                (Principal Executive,
              Financial
                and Accounting
              Officer)




-3-




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**




FINANCIAL
      STATEMENTS




YEARS
      ENDED DECEMBER 31, 2006, 2005 AND THE


PERIOD
      FROM THE DATE OF INCEPTION (MAY 21, 2003)


THROUGH
      TO DECEMBER 31, 2006




**CONTENTS**


Report
                  of Registered Independent Auditors - 2006
              
              
              **1**Report
                  of Independent Registered Public Accounting Firm - 2005
              
              
              **2**Balance
                  Sheets
              
              
              **3**Statements
                  of Operations and Comprehensive Loss
              
              
              **4**Statements
                  of Stockholders' Equity
              
              
              **5**Statements
                  of Cash Flows
              
              
              **6**Notes
                  to Financial Statements
              
              
              **7
                  - 14**









**REPORT
      OF REGISTERED INDEPENDENT AUDITORS**




To
      the
      Board of Directors and Stockholders


of **Stargold
      Mines, Inc.** :




We
      have
      audited the accompanying balance sheet of **Stargold
      Mines, Inc.** (a
      development stage company) as of December 31, 2006 and the related statements
      of
      operations and comprehensive loss, stockholders' equity and cash flows for
      the
      year ended December 31, 2006 and the period from the date of inception (May
      21,
      2003) through to December 31, 2006, except as explained as follows: we did
      not
      audit the cumulative data from May 21, 2003 to December 31, 2005. The cumulative
      data was audited by other auditors whose reports have been furnished to us,
      and
      our opinion, insofar as it relates to the amounts in the cumulative data through
      December 31, 2005, is based solely on the report of other auditors. 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 audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). These 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 audit 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 audit provided a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Stargold Mines, Inc. as of December
      31, 2006 and the results of its operations and its cash flows for the year
      ended
      December 31, 2006, 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.




**"SF
                PARTNERSHIP, LLP"****Toronto, Canada**
            
            **CHARTERED
              ACCOUNTANTS**March
                26, 2007 except as to note 9which
                is as of January 23, 2008




F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors of


Sockeye
      Seafood Group, Inc. (A Development Stage Company)




We
      have
      audited the accompanying balance sheet of Sockeye Seafood Group, Inc. (A
      Development Stage Company) as at December 31, 2005, and the related statements
      of operations, change in stockholders' equity, and cash flows for the year
      then
      ended, and for the period of May 21, 2003 (inception) to December 31, 2005.
      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 audit. The December 31, 2004 financial statements of Sockeye Seafood
      Group, Inc. were audited by other auditors whose report dated March 27, 2005,
      expressed an unqualified opinion on those statements. Their report included
      an
      explanatory paragraph regarding going concern.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). These standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. 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 that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as of December 31,
      2005
      and the results of its operations and its cash flows for the year then ended,
      and for the period of May 21, 2005 (inception) to December 31, 2005, in
      conformity with US generally accepted accounting principles.




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 is currently in the development stage. Because of the
      Company's current status and limited operations there is substantial doubt
      about
      its ability to continue as a going concern. Management's plans in regard to
      its
      current status are also described in Note 3. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.




**/s/
      Armando C. Ibarra, CPA**


Chula
      Vista, CA


January
      19, 2006





F-2




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Balance
      Sheet


December
      31, 2006 and 2005


(Note
                  8)**2006**
              
              2005**ASSETS****Current**Cash
              
              **$**
              **7,879**
              
              $
              10,157Accounts
                  receivable
              
              
              **-**
              
              
              26,915**Total
                  Current Assets**
              
              
              **7,879**
              
              
              37,072**Loan
                  Receivable**(note 3)
              
              
              **1,000,000**
              
              
              -**Total
                  Assets**
              
              **$**
              **1,007,879**
              
              $
              37,072**LIABILITIES****Current**Accounts
                  payable
              
              **$**
              **25,282**
              
              $
              89Advance
                  from related party (note 4)
              
              
              **240**
              
              
              3,900**Total
                  Current Liabilities**
              
              
              **25,522**
              
              
              3,989**Total
                  Liabilities**
              
              
              **25,522**
              
              
              3,989**STOCKHOLDERS'
                  EQUITY****Capital
                  Stock**(note 5)
              
              
              **9,000**
              
              
              8,000**Additional
                  Paid-in Capital**
              
              
              **1,036,000**
              
              
              37,000**Deficit
                  Accumulated During the Development Stage**
              
              
              **(62,643**
              **)**
              
              (11,917
              )**Total
                  Stockholders' Equity**
              
              
              **982,357**
              
              
              33,083**Total
                  Liabilities and Stockholders' Equity**
              
              **$**
              **1,007,879**
              
              $
              37,072




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




F-3




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statement
      of Operations and Comprehensive Loss


Years
      Ended December 31, 2006, 2005 and the Period from the Date of Inception (May
      21,
      2003) through to December 31, 2006


Inception(May
                  21, 2003)(Note
                  8)
              
              to
                  December 31,**2006**
              
              2005
              
              2006**Revenue**
              
              **$**
              **4,127**
              
              $
              17,228
              
              $
              68,739**Cost
                  of Sales**
              
              
              **3,259**
              
              
              15,605
              
              
              60,508**Gross
                  Profit**
              
              
              **868**
              
              
              1,623
              
              
              8,231**Expenses**Bad
                  debt
              
              
              **26,915**
              
              
              -
              
              
              26,915Office
                  and general
              
              
              **1,097**
              
              
              799
              
              
              5,032Professional
                  fees
              
              
              **29,482**
              
              
              6,500
              
              
              44,827**57,494**
              
              
              7,299
              
              
              76,774**Operating
                  Loss**
              
              
              **(56,626**
              **)**
              
              (5,676
              )
              
              (68,543
              )**Other
                  Income**Debt
                  forgiven
              
              
              **5,900**
              
              
              -
              
              
              5,900**Net
                  Loss and Comprehensive Loss**
              
              **$**
              **(50,726**
              **)**
              $
              (5,676
              )
              $
              (62,643
              )**Basic
                  and Diluted Loss Per Weighted Average Number of Shares Outstanding
                  During
                  the Year**
              
              **$**
              **(0.0006**
              **)**
              $
              (0.0001
              )**Basic
                    Weighted Average Number of Shares During the
                    Year**
              
              
              **80,084,932**
              
              
              80,000,000




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





F-4




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statement
      of Stockholders' Equity


Years
      Ended December 31, 2006, 2005 and the Period from the Date of Inception (May
      21,
      2003) through to December 31, 2006


**(Note
                  9)****Deficit****Accumulated****Common**
              
              **Common**
              
              **Additional**
              
              **During
                  the****Shares**
              
              **Shares**
              
              **Paid-in**
              
              **Development**
              
              **Stockholders'****Number**
              
              **Amount**
              
              **Capital**
              
              **Stage**
              
              **Equity**Balance,
                  May 21, 2003
              
              
              1,000,000
              
              $
              1,000
              
              $
              4,000
              
              $
              -
              
              $
              5,000Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,728
              )
              
              (1,728
              )**Balance,
                  December 31, 2003**
              
              
              **1,000,000**
              
              **$**
              **1,000**
              
              **$**
              **4,000**
              
              **$**
              **(1,728**
              **)**
              **$**
              **3,272**Common
                  shares issued
              
              
              1,000,000
              
              
              1,000
              
              
              39,000
              
              
              -
              
              
              40,000Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,513
              )
              
              (4,513
              )**Balance,
                  December 31, 2004**
              
              
              **2,000,000**
              
              **$**
              **2,000**
              
              **$**
              **43,000**
              
              **$**
              **(6,241**
              **)**
              **$**
              **38,759**Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,676
              )
              
              (5,676
              )**Balance,
                  December 31, 2005 - as previously reported**
              
              
              **2,000,000**
              
              **$**
              **2,000**
              
              **$**
              **43,000**
              
              **$**
              **(11,917**
              **)**
              **$**
              **33,083**Restated
                  to give retroactive effect to the November 23, 2006 1 for 40 stock
                  split
                  (note 5 and 8)
              
              
              78,000,000
              
              
              6,000
              
              
              (6,000
              )
              
              -
              
              
              -**December
                  31, 2005 - as restated**
              
              
              **80,000,000**
              
              
              **8,000**
              
              
              **37,000**
              
              
              **(11,917**
              **)**
              
              **33,083**Common
                  shares issued
              
              
              1,000,000
              
              
              1,000
              
              
              999,000
              
              
              -
              
              
              1,000,000Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (50,726
              )
              
              (50,726
              )**Balance,
                  December 31, 2006**
              
              
              **81,000,000**
              
              **$**
              **9,000**
              
              **$**
              **1,036,000**
              
              **$**
              **(62,643**
              **)**
              **$**
              **982,357**




**(The
        accompanying notes are an integral part of these financial
        statements.)**
  F-5




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Statement
      of Cash Flows


Years
      Ended December 31, 2006, 2005 and the Period from the Date of Inception (May
      21,
      2003) through to December 31, 2006


Inception(Restated
              
              (May
                  21, 2003)note
                  8)
              
              to
                  December 31,**2006**
              
              2005
              
              2006**Cash
                  Flows from Operating Activities**Net
                  loss
              
              **$**
              **(50,726**
              **)**
              $
              (5,676
              )
              $
              (62,643
              )Adjustments
                  for working capital:Accounts
                  receivable
              
              
              **26,915**
              
              
              (455
              )
              
              -Inventory
              
              
              **-**
              
              
              3,436
              
              
              -Accounts
                  payable
              
              
              **25,193**
              
              
              (167
              )
              
              25,282**Net
                  Cash Flows Provided by (Used in) Operating
                  Activities**
              
              
              **1,382**
              
              
              (2,862
              )
              
              (37,361
              )**Cash
                  Flows from Investing Activities**Deposit
              
              
              **-**
              
              
              250
              
              
              -Loan
                  receivable
              
              
              **(1,000,000**
              **)**
              
              -
              
              
              (1,000,000
              )**Net
                  Cash Flows (Used in) Provided by Investing
                  Activities**
              
              
              **(1,000,000**
              **)**
              
              250
              
              
              (1,000,000
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common stock
              
              
              **1,000,000**
              
              
              -
              
              
              1,045,000Advances
                  from related party
              
              
              **(3,660**
              **)**
              
              3,900
              
              
              240**Net
                  Cash Flows Provided by Financing Activities**
              
              
              **996,340**
              
              
              3,900
              
              
              1,045,240**Net
                  (Decrease) Increase in Cash**
              
              
              **(2,278**
              **)**
              
              1,288
              
              
              7,879**Cash
                  - Beginning of Year**
              
              
              **10,157**
              
              
              8,869
              
              
              -**Cash
                  - End of Year**
              
              **$**
              **7,879**
              
              $
              10,157
              
              $
              7,879
  **Supplemental
                  Cash Flow Information**During
                  the year, 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-6




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




**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 100% 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 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 No. 7. 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
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and satisfaction of 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 year ended
      December 31, 2006, the Company experienced a net loss of $50,726 (2005 -
      $5,676).




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




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




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




F-7




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




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




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




a)
            Reporting
                Currency




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




b)
            Cash




Cash
      includes cash and highly liquid investments with initial maturities of three
      months or less.




c)
            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.







d)
            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.




e)
            Comprehensive
                Income (Loss)




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




F-8




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




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




f)
            Income
                Tax




The
      Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
      Income Taxes". 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.




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. Diluted
      earnings (loss) per share is computed by dividing net income (loss) by the
      weighted average number of common shares outstanding plus common stock
      equivalents (if dilutive) related to convertible bonds, stock options and
      warrants for each year. As the warrants were anti-dilituve, there was no
      adjustment to the basic earnings 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
      debts, the Company determines, on a continuing basis, the probable losses and
      sets up a provision for losses based on the estimated realizable
      value.




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




F-9


**STARGOLD
        MINES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Financial Statements
 December
        31, 2006 and 2005




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




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.




j)
            Recent
                Accounting Pronouncements




In
      March
      2006, Financial Accounting Standards Board ("FASB") issued SFAS No. 156,
      "Accounting for Servicing of Financial Assets - An Amendment of FASB Statement
      No.140", In a significant change to current guidance, SFAS No. 156 permits
      an
      entity to choose either of the following subsequent measurement methods for
      each
      class of separately recognized servicing assets and servicing liabilities:
      (1)
      amortization method or (2) fair value measurement method. SFAS No. 156 is
      effective for fiscal years that begin after September 15, 2006. The Company
      is
      currently reviewing the effect, if any, the proposed guidance will have on
      its
      financial position and results of operations.




In
      July
      2006 FASB issued Financial Accounting Standards Interpretation No. 48 (“FIN
      48”), “Accounting for Uncertainty in Income Taxes - An interpretation of FASB
      Statement No.109”. FIN 48 clarifies the accounting for uncertainty in income
      taxes recognized in an enterprises’ financial statements in accordance with SFAS
      No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition
      threshold and measurement attributable for the financial statement recognition
      and measurement of a tax position taken or expected to be taken in a tax return.
      FIN 48 also provides guidance on derecognition, classification, interest and
      penalties, accounting in interim periods, disclosures and transitions. FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. The Company is
      currently reviewing the effect, if any, FIN 48 will have on its financial
      position and results of operations.




In
      September 2006, the Securities and Exchange Commission (“SEC”) staff issued
      Staff Accounting Bulletin No. 108 (“SAB No. 108”), “Considering the Effects of
      Prior Year Misstatements when Quantifying Misstatements in Current Year
      Financial Statements.” SAB No. 108 was issued to provide consistency in how
      registrants quantify financial statement misstatements. The Company is required
      to and will initially apply SAB No. 108 in connection with the preparation
      of
      its annual financial statements for the year ending December 31, 2006. The
      application of SAB No. 108 did not have a material effect on the Company's
      financial position and results of operations.




F-10




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




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




j)
            Recent
                Accounting Pronouncements (cont'd)




In
      September 2006, FASB issued SFAS No. 157, “Fair Value Measurements,” which is
      effective for calendar year companies on January 1, 2008. The statement defines
      fair value, establishes a framework for measuring fair value in accordance
      with
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. The statement 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.
      The
      standard 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
      impacts of implementing this standard.




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




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




SFAS
      159
      is effective for for fiscal years beginning after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year provided the entity
      also elects to apply the provisions of SFAS 157. Upon implementation, an entity
      shall report the effect of the first remeasurement to fair value as a
      cumulative-effect adjustment to the opening balance of retained earnings. Since
      the provisions of SFAS 159 are applied prospectively, any potential impact
      will
      depend on the instruments selected for fair value measurement at the time of
      implementation.




**3.**
            **Loan
                Receivable**




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




F-11




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




**4.**
            **Advance
                from Related Party**




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




**5.**
            **Capital
                Stock**




Authorized




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


**(Restated**Note
                  8)**2006**
              
              2005Issued81,000,000
                  common stock (2005 - 80,000,000)
              
              **$**
              **9,000**
              
              $
              8,000




On
      November 23, 2006, the Company implemented a one for forty (1:40) forward stock
      split and increased its authorized shares of common stock on a corresponding
      basis. The 2005 comparative share amounts have been retroactively adjusted
      to
      give effect to the stock split.




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




**6.**
            **Income
                Taxes**




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




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




F-12




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




**6.**
            **Income
                Taxes**(cont'd)




The
      provision for income taxes has been computed as follows:


**2006**
              
              2005Expected
                  income tax recovery at the statutory rate - 31%
              
              **$**
              **(15,928**
              **)**
              $
              (1,782
              )Valuation
                  allowance
              
              
              **15,928**
              
              
              1,782Provision
                  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 and stock
      option compensation expense will not be realized through the reduction of future
      income tax payments. Accordingly a 100% valuation allowance has been recorded
      for deferred income tax assets.




As
      of
      December 31, 2006 and 2005, the Company had approximately $19,600 and $3,700
      respectively, of federal and state net operating loss carryforwards available
      to
      offset future taxable income. The losses expire in 20 years from the date the
      loss was incurred.




**7.**
            **Subsequent
                Event**




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




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




**8.**
            **Comparative
                Figures and Restatement**




Certain
      figures for the prior year have been reclassified to conform with the current
      year's financial statement presentation.




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




F-13




**STARGOLD
      MINES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


Notes
      to
      Financial Statements


December
      31, 2006 and 2005




**9.**
            **Restatement
                of Previously Issued Financial
                Statements**




The
      stockholders' equity statement has been corrected to include the cumulative
      information from the date of inception (May 21, 2003) through to December 31,
      2004, which is required by U.S. generally accepted accounting principles and
      was
      not previously reported.




F-14