UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





(Mark
      One)


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





For
      the
      quarter ended September 30, 2007





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




For
      the
      transition period from _____ to _____





Commission
      File Number: 000-51197





STARGOLD
      MINES, INC.


(Exact
      name of issuer as specified in its charter)





Nevada
              (State
                of incorporation)
            98-0400208
              (IRS
                Employer ID Number)





1840
      Gateway Drive


Suite
      200


San
      Mateo, California 94404


(Address
      of principal executive offices)





(604)
      673-8427


(Issuer's
      telephone number)




_______________________________________________________________


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





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


YES x NO o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange
      Act.


Large
                  Accelerated Filer [ ]
              Accelerated
                  Filer [ ]
              Non-Accelerated
                  Filer [x]
  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





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.


As
      of May
      14, 2008 the issuer had 56,519,311 **** shares
      outstanding.





*Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in rule 12b-2 of the Exchange Act. (Check one):


Large
                  accelerated filer [ ]
              Accelerated
                  filer [ ]
              Non-accelerated
                  filer [ ]
              Smaller
                  reporting company [x]










**TABLE
      OF CONTENTS**














PART
      I





Item
                1. Financial StatementsItem
                2. Management’s Discussion and Analysis or Plan of
                OperationItem
                4. Controls and ProceduresPART
                IIItem
                6. ExhibitsSIGNATURES





2





**PART
      I**


**FINANCIAL
      INFORMATION**


**Item
      1. Financial Statements.**




**STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
  CONDENSED
        CONSOLIDATED FINANCIAL STATEMENTS
  THREE
        MONTHS ENDED MARCH 31, 2008 AND 2007
  UNAUDITED
  **CONTENTS**
  
 Condensed
                  Consolidated Balance Sheet
              
              
              **1**Condensed
                  Consolidated Statements of Operations and Comprehensive
                  Loss
              
              
              **2**Condensed
                  Consolidated Statements of Cash Flows
              
              
              **3**Notes
                  to Condensed Consolidated Financial Statements
              
              
              **4
                  - 14**
   3
 **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Balance Sheet
 March
        31,
        2008
 Unaudited
  **ASSETS****Current**Cash
              
              **$**
              **31,913**Accounts
                  and other receivable
              
              
              **4,510,000**Mineral
                  rights (note 5)
              
              
              **18,616,177**Prepaid
                  expenses
              
              
              **1,061,104**Loans
                  receivable (note 6)
              
              
              **82,000****Total
                  Current Assets**
              
              
              **24,301,194****Deferred
                  Taxes** (note 11)
              
              
              **679,000****Total
                  Assets**
              
              **$**
              **24,980,194****LIABILITIES****Current**Accounts
                  payable
              
              **$**
              **1,076,827**Accrued
                  liabilities
              
              
              **104,620**Deposit
                  (note 7)
              
              
              **54,428**Loans
                  payable - current (note 8)
              
              
              **329,994**Advances
                  from related party (note 9)
              
              
              **10,000****Total
                  Current Liabilities**
              
              
              **1,575,869****Loans
                  Payables** (note 8)
              
              
              **21,027,719****Total
                  Liabilities**
              
              
              **22,603,588****Commitment
                  and Contingency** (note 12)**STOCKHOLDERS'
                  EQUITY****Capital
                  Stock** (note 10)Authorized1,000,000,000
                  common stock,par
                  value $0.0001 per shareIssued
                  and outstanding56,219,311
                  common stock
              
              
              **5,622****Additional
                  Paid-in Capital**
              ****
              ****
              **3,200,198**
              ******Accumulated
                  Other Comprehensive Loss**
              ****
              ****
              **(10,154**
              **)****Deficit
                  Accumulated During the Development Stage**
              ****
              ****
              **(819,060**
              **)******
              ****
              ****
              ****
              ******Total
                  Stockholders' Equity**
              ****
              ****
              **2,376,606**
              ********
              ****
              ****
              ****
              ******Total
                  Liabilities and Stockholders' Equity**
              ****
              **$**
              **24,980,194**
  (The
                accompanying notes are an integral part of
 these
                unaudited condensed consolidated financial statements.)
 -
              1
              -
 
 **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Statements of Operations and Comprehensive Loss
 Three
        Months Ended March 31, 2008 and 2007, and the Period from
 Date
        of
        Inception (May 21, 2003) through March 31, 2008
 Unaudited
  Periodfrom
                    Date of**Three**
              
              Three
              
              Inception**Months**
              
              Months
              
              (May
                  21, 2003)**Ended**
              
              Ended
              
              through**March
                  31,**
              
              March
                  31,
              
              March
                  31,**2008**
              
              2007
              
              2008**Revenue**
              
              **$**
              ****-****
              
              $
              -
              
              $
              68,739**Cost
                  of Sales**
              
              
              **-**
              
              
              -
              
              
              60,508**Gross
                  Profit**
              
              
              **-**
              
              
              -
              
              
              8,231**Expenses**Professional
                  fees
              
              
              **106,472**
              
              
              18,161
              
              
              491,451Salary
                  and benefits
              
              
              **32,462**
              
              
              -
              
              
              112,462Office
                  and general
              
              
              **23,862**
              
              
              5,101
              
              
              111,497Consulting
                  fees
              
              
              **-**
              
              
              -
              
              
              20,000Bad
                  debt
              
              
              **-**
              
              
              -
              
              
              26,915**Total
                  Expenses**
              
              
              **162,796**
              
              
              23,262
              
              
              762,325**Operating
                  Loss**
              
              
              **(162,796**
              **)**
              
              (23,262
              )
              
              (754,094
              )**Other
                  Income (Expense)**Interest
              
              
              **(93,020**
              **)**
              
              -
              
              
              (93,020
              )Debt
                  forgiveness
              
              
              **-**
              
              
              -
              
              
              5,900**Total
                  Other Income (Expense)**
              
              
              **(93,020**
              **)**
              
              -
              
              
              (87,120
              )**Total
                  Loss Before Income Taxes**
              
              
              **(255,816**
              **)**
              
              -
              
              
              (841,214
              )Deferred
                  income taxes - recovery (note 11)
              
              
              **22,154**
              
              
              -
              
              
              22,154**Net
                  Loss**
              
              
              **(233,662**
              **)**
              
              (23,262
              )
              
              (819,060
              )Foreign
                  exchange adjustment
              
              
              **(10,154**
              **)**
              
              -
              
              
              (10,154
              )**Comprehensive
                  Loss**
              
              **$**
              ****(243,816****
              ****)****
              $
              (23,262
              )
              $
              $(829,214
              )**Net
                  Loss per Share****Basic
                  and Diluted**
              
              $
              (0.01
              )
              $
              (0.00
              )**Basic
                  and Diluted Weighted Average**
                **Number
                  of Common Shares**
                **Outstanding
                  During the Period**
              
              
              **43,385,978**
              
              
              81,013,373
 
 (The
                  accompanying notes are an integral part of
 these
                  unaudited condensed consolidated financial statements.)
 - 2
                -
 **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Statements of Cash Flows
 Three
        Months Ended March 31, 2008 and 2007, and the Period from
 Date
        of
        Inception (May 21, 2003) through March 31, 2008
 Unaudited
  Periodfrom
                  Date of**Three**
              
              Three
              
              Inception**Months**
              
              Months
              
              (May
                  21, 2003)**Ended**
              
              Ended
              
              through**March
                  31,**
              
              March
                  31,
              
              March
                  31,**2008**
              
              2007
              
              2008**Cash
                  Flows from Operating Activities**Net
                  loss
              
              **$**
              **(233,662**
              **)**
              $
              (23,262
              )
              $
              (819,060
              )Adjustment
                  to reconcile non-cash item:Issuance
                  of common stock for services
              
              
              **-**
              
              
              -
              
              
              2,500Amortization
                  - debt discount
              
              
              **89,231**
              
              
              -
              
              
              89,231Deferred
                  income taxes - recovery
              
              
              **(22,154**
              **)**
              
              -
              
              
              (22,154
              )Changes
                  in working capital:Prepaid
                  expenses
              
              
              **15,125**
              
              
              -
              
              
              (16,104
              )Accounts
                  payable
              
              
              **(24,760**
              **)**
              
              (14,750
              )
              
              55,866Accrued
                  liabilities
              
              
              **57,551**
              
              
              -
              
              
              104,620**Net
                  Cash Used in Operating Activities**
              
              
              **(118,669**
              **)**
              
              (38,012
              )
              
              (605,101
              )**Cash
                  Flows from Investing Activities**Loans
                  receivable
              
              
              (20,300
              )
              
              -
              
              
              (1,239,300
              )**Net
                  Cash Used in Investing Activities**
              
              
              **(20,300**
              **)**
              
              -
              
              
              (1,239,300
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common stock and warrants for cash
              
              
              **-**
              
              
              5,700
              
              
              1,553,320Loans
                  payable
              
              
              **167,952**
              
              
              34,760
              
              
              322,994**Net
                  Cash Provided by Financing Activities**
              
              
              **167,952**
              
              
              40,460
              
              
              1,876,314**Net
                  Increase in Cash**
              
              
              **28,983**
              
              
              2,448
              
              
              31,913**Cash
                  - Beginning of Period**
              
              
              **2,930**
              
              
              7,879
              
              
              -**Cash
                  - End of Period**
              ****
              **$**
              **31,913**
              
              $
              10,327
              
              $
              31,913
 
  **Supplemental
        Disclosure of Cash Flow Information** (note
        13)
 
 (The
                accompanying notes are an integral part of
 these
                unaudited condensed consolidated financial statements.)
 - 3
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
   **1.**
              **Description
                  of Business and Going Concern**
  a)
              Description
                  of Business
  Stargold
        Mines, Inc., 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. Stargold Mines, Inc. 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.
  On
        November 30, 2006, Stargold Mines, Inc. entered into a Stock Purchase Agreement
        with UniverCompany Limited Liability Company, a Russian limited liability
        society (“UniverCompany”), and the shareholder of UniverCompany (collectively,
        the “Univer Agreement”). Pursuant to the Univer Agreement, Stargold Mines, Inc.
        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 Stargold Mines, Inc.'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 Stargold Mines, Inc.'s common stock, rather
        than
        41,000,000 shares.
  On
        March
        18, 2008, Stargold Mines, Inc. was 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 Stargold Mines, Inc.
        UniverCompany holds licenses to develop and extract natural resources of
        gold,
        copper, tin and lead located in the Siberian and Far Eastern Federal Districts
        of Russia
  Stargold
        Mines, Inc. and Subsidiary's (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 ("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 unaudited condensed consolidated 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 three months ended March 31, 2008 and 2007, the Company
        experienced net losses of $233,662 and $23,262, respectively, and has a deficit
        accumulated during the development stage of $819,060 at March 31,
        2008.
 
 -
            4
            -
 **STARGOLD
              MINES, INC. AND SUBSIDIARY**
 **(FORMELY
              SOCKEYE SEAFOOD GROUP INC.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 Notes
              to
              Condensed Consolidated Financial Statements
 March
              31,
              2008 and 2007
 Unaudited
   **1.**
              **Description
                  of Business and Going Concern**(cont'd)
  b)
              Going
                  Concern (cont'd)
  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 unaudited condensed consolidated 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.
  **2.**
              **Summary
                  of Significant Accounting
                  Policies**
  a)
              Basis
                  of Presentation
  The
        unaudited condensed consolidated financial statements presented herein have
        been
        prepared by the Company in accordance with U.S. generally accepted accounting
        principles for interim financial statements and in accordance with the
        instructions to Form 10-Q. Accordingly, they do not include all information
        and
        notes required by U.S. generally accepted accounting principles for complete
        financial statements. The unaudited condensed consolidated financial statements
        reflect all adjustments, consisting of normal recurring adjustments and accruals
        which, in the opinion of management, are considered necessary for a fair
        presentation of the Company's consolidated financial position, results of
        operations and cash flows for the interim periods presented.
  Results
        of operations for the interim periods are not necessarily indicative of results
        of operations for future interim periods or for the full fiscal year ending
        December 31, 2008. The accompanying unaudited condensed consolidated financial
        statements should be read in conjunction with the audited financial statements
        of the Company for the fiscal year ended December 31, 2007.
  b)
              Principles
                  of Consolidation
  The
        unaudited condensed consolidated financial statements include the accounts
        of
        the Company and its wholly-owned subsidiary, UniverCompany. All significant
        inter-company balances and transactions have been eliminated on
        consolidation.
 - 5
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
 **2.**
              **Summary
                  of Significant Accounting Policies**(cont'd)
  c)
              Mineral
                  Rights
  The
        Company records its interest in mineral rights at cost. Accordingly, all
        costs
        associated with acquisition, exploration and development of mineral reserves,
        including directly related overhead costs, are capitalized and are subject
        to
        ceiling tests to ensure the carrying value does not exceed fair
        value.
  All
        capitalized costs of mineral properties subject to amortization and the
        estimated future costs to develop proven reserves are amortized using the
        unit-of-production method using estimates of proven reserves. Investments
        in
        unproved properties and major exploration and development projects are not
        amortized until proved reserves associated with the projects can be determined
        or until impairment occurs. If the results of an assessment indicate that
        the
        properties are impaired, the capitalized cost of the property will be added
        to
        the costs to be amortized. The Company presently has no proven reserves.
        Where
        estimates of future net cash flows are not available and where other conditions
        suggest impairment, management assesses if the carrying values can be recovered.
        If the carrying values exceed estimated recoverable values, then the costs
        are
        written-down to fair value with the write-down expensed in the
        period.
  d)
              Foreign
                  Currency Translation
  The
        Company accounts for foreign currency translation pursuant to SFAS No. 52,
        "Foreign Currency Translation". The Company's functional currency is United
        States Dollars (''USD''). The currency used in foreign operations is the
        Russian
        ruble. All assets and liabilities are translated into United States dollars
        using the current exchange rate. Revenues and expenses are translated using
        the
        average exchange rates prevailing throughout the period. Translation adjustments
        are included in other comprehensive income for the period.
  e)
              Environmental
                  Liabilities
  Liabilities
        for environmental remediation are recorded when it is probable that obligations
        have been incurred and the amounts can be reasonably estimated.
  f)
              Pension
                  and Post-employment Benefits
  The
        Company's mandatory contributions to the governmental pension plan are expensed
        when incurred. Discretionary pensions and other post-employment benefits
        are not
        material.
 - 6
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
  **2.**
              **Summary
                  of Significant Accounting Policies**(cont'd)
  g)
              Recent
                  Accounting Pronouncements
  In
        September 2006, the Financial Accounting Standards Board ("FASB") issued
        FASB
        Staff Position SFAS No. 157, "Fair Value Measurements" ("SFAS 157"), which
        defines fair value, establishes a framework for measuring fair value and
        expands
        the related disclosure requirements. SFAS 157 applies under other accounting
        pronouncements that require or permit fair value measurements and does not
        require any new fair value measurements. SFAS 157 indicates, among other
        things,
        that a fair value measurement assumes that the transaction to sell an asset
        or
        transfer a liability occurs in the principal market for the asset or liability
        or, in the absence of a principal market, the most advantageous market for
        the
        asset or liability. SFAS 157 defines fair value based upon an exit price
        model.
        In February 2008, the FASB issued FASB Staff Positions (FSP) SFAS No. 157-1,
        "Application of FASB Statement No. 157 to FASB Statement No. 13 and Its Related
        Interpretive Accounting Pronouncements That Address Leasing Transactions,"
        and
        FSP SFAS No. 157-2, "Effective Date of FASB Statement No. 157." FSP SFAS
        157-1
        removes leasing transactions from the scope of SFAS 157, while SFAS No. 157-2
        defers the effective date of SFAS 157 to the fiscal year beginning after
        November 15, 2008 for nonfinancial assets and nonfinancial liabilities that
        are
        recognized or disclosed at fair value in the financial statements on a
        nonrecurring basis. It does not defer recognition and disclosure requirements
        for financial assets and financial liabilities, or for nonfinancial assets
        and
        nonfinancial liabilities that are remeasured at least annually. Effective
        January 1, 2008, the Company adopted SFAS 157, with the exception of the
        application of the statement to non-recurring nonfinancial assets and
        nonfinancial liabilities. The adoption of SFAS 157 did not impact the Company's
        financial position or results of operations.
  In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities Including an Amendment of FASB
        Statement No. 115” (“SFAS 159”). This Statement permits all entities to choose,
        at specified election dates, to measure eligible items at fair value (the
“fair
        value option”). A business entity is to report unrealized gains and losses on
        items for which the fair value option has been elected in earnings at each
        subsequent reporting date. Upfront costs and fees related to items for which
        the
        fair value option is elected is to be recognized in earnings as incurred
        and not
        deferred. SFAS 159 became effective for the Company as of January 1, 2008.
        The
        Company has not elected the fair value option for any of its arrangements.
        Accordingly, the adoption of SFAS 159 did not have any impact on the Company's
        consolidated financial statements.
 
 
 - 7
            -
 **STARGOLD
              MINES, INC. AND SUBSIDIARY**
 **(FORMELY
              SOCKEYE SEAFOOD GROUP INC.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 Notes
              to
              Condensed Consolidated Financial Statements
 March
              31,
              2008 and 2007
 Unaudited
   **2.**
              **Summary
                  of Significant Accounting Policies**(cont'd)
  g)
              Recent
                  Accounting Pronouncements (cont'd)
  In
        April
        2008, FASB issued FASB Staff Position SFAS No. 142-3, “Determination of the
        Useful Life of Intangible Assets” (“FSP SFAS No. 142-3”). FSP SFAS No. 142-3
        amends the factors that should be considered in developing renewal or extension
        assumptions used to determine the useful life of a recognizable intangible
        asset
        under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). The
        intent of FSP SFAS No. 142-3 is to improve the consistency between the useful
        life of a recognizable intangible asset under SFAS No. 142 and the period
        of
        expected cash flows used to measure the fair value of the asset under SFAS
        141(R), “Business Combinations” and other U.S. generally accepted accounting
        principles. FSP SFAS No. 142-3 is effective for financial statements issued
        for
        fiscal years beginning after December 15, 2008, and interim periods within
        those
        fiscal years. Early adoption is prohibited. The Company does not anticipate
        that
        the adoption of FSP SFAS No. 142-3 will have an impact on its financial position
        or results of operations.
  **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.
  Currency
        Risk
  While
        the
        reporting currency is the USD, approximately 37% of the Company's consolidated
        costs and expenses for the period ended March 31, 2008 (March 31, 2007 -
        0%) are
        denominated in Russian ruble. As of March 31, 2008, approximately 100% of
        the
        Company's assets and 98% of the Company's liabilities are denominated in
        Russian
        ruble. The Company is exposed to foreign exchange risk as the results of
        operations may be affected by fluctuations in the exchange rate between the
        USD
        and Russian ruble.
  The
        Company has not entered into any hedging transactions in an effort to reduce
        the
        exposure to currency risk.
 
 
 - 8
            -
 **STARGOLD
              MINES, INC. AND SUBSIDIARY**
 **(FORMELY
              SOCKEYE SEAFOOD GROUP INC.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 Notes
              to
              Condensed Consolidated Financial Statements
 March
              31,
              2008 and 2007
 Unaudited
   **4.**
              **Fair
                  Value Measurements**
  Effective
        January 1, 2008, the Company adopted SFAS 157, except as it applies to the
        nonfinancial assets and nonfinancial liabilities subject to FSP SFAS 157-2.
        SFAS
        157 clarifies that fair value is an exit price, representing the amount that
        would be received to sell an asset or paid to transfer a liability in an
        orderly
        transaction between market participants. As such, fair value is a market-based
        measurement that should be determined based on assumptions that market
        participants would use in pricing an asset or a liability. As a basis for
        considering such assumptions, SFAS 157 establishes a three-tier value hierarchy,
        which prioritizes the inputs used in the valuation methodologies in measuring
        fair value:
  **Level
                  1**
              -
              Observable
                  inputs that reflect quoted prices (unadjusted) for identical assets
                  or
                  liabilities in active markets.
  **Level
                  2**
              -
              Include
                  other inputs that are directly or indirectly observable in the
                  marketplace.
  **Level
                  3**
              -
              Unobservable
                  inputs which are supported by little or no market
                  activity.
  The
        fair
        value hierarchy also requires an entity to maximize the use of observable
        inputs
        and minimize the use of unobservable inputs when measuring fair
        value.
  Cash
        (level 1), accounts and other receivable (level 2), loans receivable (level
        2),
        accounts payable and accrued liabilities (level 2), loans payable (level
        2) and
        advances from related party (level 2) are reflected in the condensed
        consolidated balance sheet at carrying value, which approximates fair value
        due
        to the short-term nature of these instruments.
 
 
 - 9
            -
 **STARGOLD
              MINES, INC. AND SUBSIDIARY**
 **(FORMELY
              SOCKEYE SEAFOOD GROUP INC.)**
 **(A
              DEVELOPMENT STAGE COMPANY)**
 Notes
              to
              Condensed Consolidated Financial Statements
 March
              31,
              2008 and 2007
 Unaudited
  **5.**
              **Mineral
                  Rights**
  Pursuant
        to a Purchase and Sale Agreement No. Yuv/ZGP, dated November 5, 2006, as
        amended
        on December 1, 2006 (collectively “the Nerchinskiye Agreement”), the Company
        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”).
  The
        Nerchinkiye Agreement provided 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, the Company would pay the Seller two payments of
        $426,000 (10,000,000 rubles ), the first on or before December 31, 2007,
        that
        has not been paid to date, and the second on December 31, 2008. The balance
        of
        $28,658,332 (672,729,331 rubles) 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 the Company
        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 the Company is deemed to be the owner of
        the
        Nerchinkiye Dump, if the Company begins extraction of the Nerchinkiye Dump
        and
        does not make the payments described above, the Seller may terminate the
        Nerchinkiye Agreement and claim the property back from the Company.
  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 the Company, provided the Company requests this consignment
        by December 30, 2008, provided, however, that the Company is under no obligation
        to do so. If the Company requests the Second Consignment, $26,934,731
        (632,270,669 rubles) must be paid in equal monthly installments between 2009
        and
        2012.
  **6.**
              **Loans
                  Receivable**
  Loan
        receivable from Priisk Zhaima Limited Liability Company ("Priisk Zhaima")
        in the
        amount of $23,247 bears interest at 10% per annum, is unsecured and was due
        on
        December 31, 2007. Pursuant to an oral amended agreement, the principal and
        interest is due on July 1, 2008 and the Company is charging 0.1% penalty
        per day
        for deferring the due date.
  Loan
        receivable from Rudkaralon Limited Liability Company ("Rudkaralon LLC") in
        the
        amount of $39,839 bears interest at 15% per annum, is unsecured and was due
        on
        May 1, 2007. Pursuant to an oral amended agreement, the principal and interest
        is due on August 1, 2008.
  Loan
        receivable from Rudkaralon LLC in the amount of $18,914 bears interest at
        11%
        per annum, is unsecured and was due on April 20, 2007. Pursuant to an oral
        amended agreement, the principal and interest is due on August 1,
        2008.
 - 10
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
 **7.**
              **Deposit**
  Pursuant
        to the purchase agreement between the Company and Solvay Industries, Solvay
        Industries paid the Company $54,428 for the transfer of 50% ownership of
        Priisk
        Zhaima to Solvay Industries when the Company acquires Priisk Zhaima. As of
        March
        31, 2008, the Company has not acquired any shares of Priisk Zhaima and is
        obligated to return the amount advanced by Solvay Industries if the acquisition
        does not take place.
  **8.**
              **Loans
                  Payable**
  Current
  The
        loan
        payable to Bluewater Partners in the amount of $253,994 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.
  The
        loan
        payable to Almazineteh - Consulting Limited Liability Company in the amount
        of
        $7,000 bears interest at the 11% per annum, is unsecured and was due on April
        5,
        2007. Pursuant to an oral amended agreement, the loan is due on July 1,
        2008.
  Long-term
  Loan
        payable to the Seller as described in note 5 as of March 31, 2008 is
        $29,510,332. The payable is non-interest bearing and has been discounted
        using
        the effective interest rate of 12%. The discount at March 31, 2008 is
        $8,091,332.
  **9.**
              **Advances
                  from Related Party**
  These
        advances, from a director, bear interest at 15% per annum, are unsecured
        and due
        on July 1, 2008.
  **10.**
              **Capital
                  Stock**
  In
        March
        2008, the Company issued 15,000,000 shares valued at $1,650,000 for the
        acquisition of all of the issued and outstanding shares of UniverCompany
        pursuant to the terms of a purchase agreement between the Company and the
        shareholder of UniverCompany, dated November 30, 2006 and amended in May
        2007,
        as described in note 1a.
 - 11
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
 **11.**
              **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 period, 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 effective statutory rate - 28%
              
              $
              (66,368
              )Valuation
                  allowance
              
              
              66,368Current
                  provision for income taxes
              
              $
              -The
                  deferred income taxes have been computed as follows:Deferred
                  incomes tax recovery on inventory and loans payable
              
              $
              22,154
  The
        Company has tax losses available to be applied against future years' income.
        Due
        to the losses incurred in the current period and expected future operating
        results, management determined that it is more likely than not that the deferred
        tax asset resulting from the tax losses available for carryforward will not
        be
        realized through the reduction of future income tax payments, accordingly
        a
        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
              
              $
              250,183Valuation
                  allowance for deferred income tax assets
              
              
              (250,183
              )Mineral
                  rights
              
              
              2,506,000Loans
                  payable
              
              
              (1,827,000
              )Deferred
                  income tax assets
              
              $
              679,000
 
 - 12
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
  **11.**
              **Income
                  Taxes**(cont'd)
  As
        of
        March 31, 2008, the Company had $819,060 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
                
                
                522,7552028
                
                
                233,662$
                819,060
 
 **12.**
              **Commitment
                  and Contingency**
  The
        Company has a contractual option to purchase up to an 80% ownership of
        Rudkaralon LLC, a Russian 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
        the Company paid $742,000 for approximately 17.5% of the shares of Rudkaralon
        LLC, the payment made by the Company 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 the Company does not make its payments in a timely
        manner, the shareholders of Rudkaralon LLC will be entitled by the Russian
        Civil
        Code to seek the termination of the agreement. The shareholders of Rudkaralon
        LLC have informed the Company that they have secured a new purchaser and
        if the
        transaction is concluded successfully, the Company will receive the Company's
        pro rata share of the then purchase price.
 - 13
              -
 **STARGOLD
                MINES, INC. AND SUBSIDIARY**
 **(FORMELY
                SOCKEYE SEAFOOD GROUP INC.)**
 **(A
                DEVELOPMENT STAGE COMPANY)**
 Notes
                to
                Condensed Consolidated Financial Statements
 March
                31,
                2008 and 2007
 Unaudited
 **13.**
              **Supplemental
                  Disclosure of Cash Flow
                  Information**
  Period
                    fromDate
                    ofInception**Three
                  Months**
              
              Three
                  Months
              
              (May
                  21, 2003)**Ended**
              
              Ended
              
              Through**March
                  31,**
              
              March
                  31,
              
              March
                  31,**2008**
              
              2007
              
              2008Non-cash
                  investing activities is as follows:Issuance
                  of common stock for acquisition of UniverCompany (note 10)
              
              **$**
              **1,650,000**
              
              $
              -
              
              $
              1,650,000Interest
                  and income taxes paid during the period:Interest
              
              **$**
              **-**
              
              $
              -
              
              $
              -Income
                  taxes
              
              **$**
              **-**
              
              $
              -
              
              $
              -
 
  **14.**
              **Subsequent
                  Events**
  In
        April
        2008, the directors of the Company were awarded a total of 300,000 common
        shares
        valued at $36,000, in recognition of their services to the Company.
  -
            14
            -




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





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





**Forward-Looking
      Statements**




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





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





**Overview**





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





The
      merger was consummated on November 23, 2006. Pursuant to the Articles of Merger,
      we also changed our name from "Sockeye Seafood Group, Inc." to "Stargold Mines,
      Inc."





Effective
      as of November 23, 2006, we implemented a one for forty (1:40) forward stock
      split and increased our authorized shares of common stock on a corresponding
      basis. The number of shares of our common stock increased 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.





As
      disclosed in the Company's Current Report on Form 8-K filed with the Securities
      and Exchange Commission (the "SEC") on December 5, 2006, 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 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. On May 15, 2007,
      the Univer Agreement was amended to reduce the consideration to 15,000,000
      shares of the Company's common stock.





In March
      2008, the Company completed its acquisition of UniverCompany and acquired 100%
      of the issued and outstanding shares of common stock of UniverCompany in
      accordance with the UniverAgreement, as amended. UniverCompany is now a
      wholly-owned subsidiary of the Company.





**Proposed
      Business**





UniverCompany
      holds licenses to develop and extract natural resources of gold, copper, tin
      and
      lead located in the Siberian and Far Eastern Federal Districts of Russia. As
      a
      result, we own rights to the "Nerchinskie" minerals & metals deposit, which
      StarGold believes contains significant amounts of gold and silver. The balance
      of the purchase price for Nerchinskie license of approximately $26 million
      USD
      must be paid prior to January 2013. Under an agreement dated December 2006,
      UniverCompany owns approximately 17% of a “Karalon” deposit and had the option
      to acquire an additional 63% of the Karalon deposit in return for a payment
      of
      $2.8 million USD. However, the Company has been unable to make the required
      payments under our agreement with Karlaon. Although we have defaulted on those
      payments, the remaining owners have advised that they have secured a new
      purchaser and if the transaction is concluded successfully, we will receive
      our
      pro rata share of the then purchase price.





4


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





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





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





As
      of the
      date of this Report, neither the company nor UniverCompany has had any revenues
      for the current fiscal year ended December 31, 2007 (“2007 Fiscal Year”) and the
      quarter ended March 31, 2008 (“1 st Quarter
      2008”). 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 possible acquire other ore sites containing precious metals, ;lacer, or
      other high value minerals.





We
      anticipate that we will require approximately $11,428,000 for the 12 months
      ending March 31, 2008 (“1 st Quarter
      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, or goals regarding that property
      for the next 12 months and how we intend to accomplish our goals.





We
      have
      projected a budget of US $11,428,000:





**Budget**
            
            **Total
                US$**Prospecting
                - Mapping, geochemical sampling, due diligence of
                potentialacquisition
                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**





Year
      ended December 31, 2007 Compared to Year Ended December 31, 2006


and
      Quarter Ended March 31, 2008 Compared to Quarter Ended March 31,
      2007





**Revenues**





We
      have
      generated only nominal operating revenues from operations from our inception.
      We
      believe we will begin earning revenues in 2008 from actual operation as we
      transition from a development stage company to that of an active growth stage
      company. Accordingly, the comparison of current period operating results with
      those of prior periods is not meaningful.





5


**Costs
      and Expenses**





From
      our
      inception through March 31, 2008, we have generated only nominal revenues and
      have incurred cumulative losses of $829,214. In addition, a significant part
      of
      the overall remaining costs are associated principally with compensation to
      consultants and professional services rendered. Selling, general and
      administrative (“SG&A”) expenses for the quarter ended March 31, 2008
      increased from $23,262 in the quarter ended March 31, 2007 to
      $162,796 **** for
      the
      quarter ended March 31, 2008, or $139,534. SG&A expenses consisted of
      accounting, legal, consulting, public relations, startup and organizational
      expenses, respectively. As a result of the above-mentioned expenses, net losses
      increased from $23,262 in the quarter ended March 31, 2007 to
      $243,816 **** in
      the
      quarter ended March 31, 2008, or $220,554.





Going
      Concern Consideration





Both
      the
      Company and UniverCompany have historically incurred losses since inception
      through December 31, 2007. Through the 1 st Quarter
      2008, UniverCompany and the Company had a combined comprehensive loss of
      $243,816. UniverCompany, by itself, incurred comprehensive loss of $1,893,000
      during the 2007 Fiscal Year. We sill 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.





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 Bulleting 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.





6





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 f 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
      2007 Fiscal Year and the 1 st Quarter
      2008, 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.





**Item
      4. Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures





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





**Changes
      in Internal Controls over Financial Reporting**




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





7





**PART
      II**


**OTHER
      INFORMATION**


**Item
      6.**  **Exhibits**





Exhibit
                No.
            
            Description
            
            Where
                Found31.1
            
            Rule
                13a-14(a)/15d14(a) Certifications
            
            Attached
                Hereto32.1
            
            Section
                1350 Certifications
            
            Attached
                Hereto




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SIGNATURES





In
      accordance with to requirements of the Securities Exchange Act of 1934, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Dated:
      May 20, 2008


STARGOLD
                MINES, INC.By:
            /s/
                F. Bryson FarrillName:
            F.
                Bryson FarrillTitle:
            Chief
                Executive Officer,
              Chief
                Financial Officer, and Director
              (Principal
                Executive, Financial, and
              and
                Accounting Officer)







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