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 SECURITIES EXCHANGE ACT OF
                1934





For
      the
      quarter ended September 30, 2008





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





260
      Madison Avenue


8 th Floor


New
      York, New York 10016


(Address
      of principal executive offices)





(646)
      216-2049


(Issuer's
      telephone number)


1840
      Gateway Drive


Suite
      200


San
      Mateo, California 94404


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





Indicate
      by check mark whether the registrant (1) has 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, 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:





Large
                accelerated filer o
            Accelerated
                fileroNon-accelerated
                filer o
                (Do not check if a smaller reporting company)
            Smaller
                reporting companyx








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





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
      November 1, 2008 the issuer had 56,519,311shares outstanding.







**TABLE
      OF CONTENTS**










Page
                Nos.PART
                IItem
                1. Financial Statements
            
            iiItem
                2. Management’s Discussion and Analysis or Plan of
                Operation
            
            15Item
                4. Controls and Procedures
            
            17PART
                IIItem
                6. Exhibits
            
            17SIGNATURES
            
            18









**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
        AND
        NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
  UNAUDITED
  **CONTENTS**
 Condensed
                    Consolidated Balance Sheets
                
                
                **1**Condensed
                    Consolidated Statements of Operation and Comprehensive
                    Loss
                
                
                **2
                    - 3**Condensed
                    Consolidated Statements of Cash Flows
                
                
                **4**Notes
                    to Condensed Consolidated Financial Statements
                
                
                **5
                    - 14**
  
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Balance Sheets
 September
        30, 2008 and December 31, 2007
 Unaudited
 **September
                    30,**
                
                December
                    31,**2008**
                
                2007**ASSETS****Current**Cash
                
                $
                —
                
                $
                2,930Accounts
                    and other receivable
                
                
                **32,000**
                
                
                —Prepaid
                    and deposits
                
                
                **978,812**
                
                
                31,229**Total
                    Current Assets**
                
                
                **1,010,812**
                
                
                34,159**Loans
                    Receivable**
                
                
                **—**
                
                
                1,009,925**Total
                    Assets**
                
                $
                1,010,812
                
                $
                1,044,084**LIABILITIES****Current**Accounts
                    payable
                
                $
                512,845
                
                $
                80,626Accrued
                    liabilities
                
                
                **63,871**
                
                
                47,069Loans
                    payable (note 6)
                
                
                **419,181**
                
                
                155,042Advances
                    from related party (note 7)
                
                
                **72,000**
                
                
                —**Total
                    Current Liabilities**
                
                
                **1,067,897**
                
                
                282,737**Total
                    Liabilities**
                
                
                **1,067,897**
                
                
                282,737**STOCKHOLDERS'
                    (DEFICIT) EQUITY****Capital
                    Stock**(note
                    8)Authorized1,000,000,000
                    common stock,par
                    value $0.0001 per shareIssued
                    and outstanding56,519,311
                    common stock (2007 - 41,219,311)
                
                
                **5,652**
                
                
                4,122**Additional
                    Paid-in Capital**
                
                
                **3,236,168**
                
                
                1,551,698**Accumulated
                    Other Comprehensive Income (Loss)**
                
                
                **132,499**
                
                
                (209,075
                )**Deficit
                    Accumulated During the Development Stage**
                
                
                (3,431,404
                )
                
                (585,398
                )**Total
                    Stockholders' (Deficit) Equity**
                
                
                (57,085
                )
                
                761,347**Total
                    Liabilities and Stockholders' (Deficit) Equity**
                
                $
                1,010,812
                
                $
                1,044,084
  (The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.)
  -1-
 **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Statements of Operation and Comprehensive Loss
 Three
        Months and Nine Months Ended September 30, 2008 and 2007, and the Period
        from
        Date of Inception (May 21, 2003) through September 30, 2008
 Unaudited
  **Three**
                
                Three**Months**
                
                Months**Ended**
                
                Ended**September
                    30,**
                
                September
                    30,**2008**
                
                2007**Revenue**
                
                **$**
                **—**
                
                $
                —**Cost
                    of Sales**
                
                
                —
                
                
                —**Gross
                    Profit**
                
                
                —
                
                
                —**Expenses**Professional
                    fees
                
                
                **42,935**
                
                
                155,174Salary
                    and benefits
                
                
                **18,000**
                
                
                20,000Office
                    and general
                
                
                **75,011**
                
                
                30,488Bad
                    debt
                
                
                **(59,000**
                **)**
                
                —Consulting
                    fees
                
                
                —
                
                
                —**Total
                    Expenses**
                
                
                **76,946**
                
                
                205,662**Operating
                    Loss**
                
                
                **(76,946**
                **)**
                
                (205,662
                )**Other
                    Income (Expense)**Interest
                
                
                **(36,177**
                **)**
                
                —**Total
                    Other Income (Expense)**
                
                
                **(36,177**
                **)**
                
                —**Total
                    Loss Before Income Taxes**
                
                
                **(113,123**
                **)**
                
                (205,662
                )Deferred
                    income taxes - expense****(note
                    9)
                
                
                —
                
                
                —**Net********Loss**
                
                
                **(113,123**
                **)**
                
                (205,662
                )Foreign
                    exchange adjustment
                
                
                **21,000**
                
                
                (237,415
                )**Comprehensive
                    Loss**
                
                **$**
                **(92,123**
                **)**
                $
                (443,077
                )**Net
                    Loss per Share - Basic and Diluted**
                
                **$**
                **0.00**
                
                $
                0.00**Basic
                    and Diluted Weighted Average****Number
                    of Common Shares****Outstanding
                    During the Period**
                
                
                **56,427,003**
                
                
                41,219,311
 
 (The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.)
  -2-
 **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Statements of Operation and Comprehensive Loss
        (cont'd)
 Three
        Months and Nine Months Ended September 30, 2008 and 2007, and the Period
        from
        Date of Inception (May 21, 2003) through September 30, 2008
 Unaudited
 Periodfrom
                    Date****of**Nine**
                
                Nine
                
                Inception**Months**
                
                Months
                
                (May
                    21, 2003)**Ended**
                
                Ended
                
                through**September
                    30,**
                
                September
                    30,
                
                September
                    30,**2008**
                
                2007
                
                2008**Revenue**
                
                $
                —
                
                $
                —
                
                $
                68,739**Cost
                    of Sales**
                
                
                **—**
                
                
                —
                
                
                60,508**Gross
                    Profit**
                
                
                **—**
                
                
                —
                
                
                8,231**Expenses**Professional
                    fees
                
                
                **288,815**
                
                
                203,577
                
                
                673,787Salary
                    and benefits
                
                
                **161,462**
                
                
                60,000
                
                
                241,462Office
                    and general
                
                
                **131,680**
                
                
                44,637
                
                
                219,315Bad
                    debt
                
                
                **25,000**
                
                
                —
                
                
                51,915Consulting
                    fees
                
                
                **7,000**
                
                
                20,000
                
                
                27,000**Total
                    Expenses**
                
                
                **613,957**
                
                
                328,214
                
                
                1,213,479**Operating
                    Loss**
                
                
                **(613,957**
                **)**
                
                (328,214
                )
                
                (1,205,248
                )**Other
                    Income (Expense)**Interest
                
                
                **(46,802**
                **)**
                
                —
                
                
                (46,802
                )Foreign
                    exchange gain
                
                
                **2,000**
                
                
                —
                
                
                2,000Loss
                    on disposition ofmineral
                    rights (note 5)
                
                
                **(2,187,254**
                **)**
                
                —
                
                
                (2,187,254
                )Debt
                    forgiveness
                
                
                **—**
                
                
                —
                
                
                5,900**Total
                    Other Income (Expense)**
                
                
                **(2,232,056**
                **)**
                
                —
                
                
                (2,226,156
                )**Total
                    Loss Before Income Taxes**
                
                
                **(2,846,013**
                **)**
                ****
                —
                
                
                (3,431,404
                )Deferred
                    income taxes - expense****(note
                    9)
                
                
                —
                
                
                —
                
                
                —**Net
                    Loss**
                
                
                **(2,846,013**
                **)**
                
                (328,214
                )
                
                (3,431,404
                )Foreign
                    exchange adjustment
                
                
                **132,499**
                
                
                (237,415
                )
                
                132,499**Comprehensive
                    Loss**
                
                **$**
                **(2,713,514**
                **)**
                $
                (565,629
                )
                $
                (3,298,905
                )**Net
                    Loss per Share - Basic and Diluted**
                
                **$**
                **(0.05**
                **)**
                $
                0.00**Basic
                    and Diluted Weighted Average****Number
                    of Common Shares Outstanding****During
                    the Period**
                
                
                **52,057,773**
                
                
                66,184,327
 (The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.)
  -3-
   **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMERLY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Condensed
        Consolidated Statements of Cash Flows
 Nine
        Months Ended September 30, 2008 and 2007, and the Period from
 Date
        of
        Inception (May 21, 2003) through September 30, 2008
 Unaudited
  Periodfrom
                  Date of**Nine**
              
              Nine
              
              Inception**Months**
              
              Months
              
              (May
                  21, 2003)**Ended**
              
              Ended
              
              through**September
                  30,**
              
              September30,
              
              September
                  30,**2008**
              
              2007
              
              2008**Cash
                  Flows from Operating Activities**Net
                  loss
              
              $
              (2,846,013
              )
              $
              (328,214
              )
              $
              (3,431,404
              )Adjustments
                  to reconcile non-cash item:Issuance
                  of common stock for services
              
              
              **36,000**
              
              
              2,500
              
              
              38,500Bad
                  debt
              
              
              **25,000**
              
              
              —
              
              
              25,000Loss
                  on disposition of mineral rights
              
              
              **2,187,254**
              
              
              —
              
              
              2,187,254Changes
                  in working capital:Prepaid
                  and deposits
              
              
              **27,417**
              
              
              (87,515
              )
              
              (3,812
              )Accounts
                  payable
              
              
              **366,771**
              
              
              3,218
              
              
              447,397Accrued
                  liabilities
              
              
              **16,802**
              
              
              —
              
              
              63,871Deposit
              
              
              **(55,000**
              **)**
              
              —
              
              
              (55,000
              )**Net
                  Cash Used in Operating Activities**
              
              
              **(241,769**
              **)**
              
              (410,011
              )
              
              (728,194
              )**Cash
                  Flows from Investing Activities**Loans
                  receivable
              
              
              **(79,300**
              **)**
              
              (199,000
              )
              
              (1,298,300
              )**Net
                  Cash Used in Investing Activities**
              
              
              **(79,300**
              **)**
              
              (199,000
              )
              
              (1,298,300
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common stock and warrantsfor
                  cash
              
              
              —
              
              
              508,320
              
              
              1,553,320Advance
                  from related party
              
              
              **62,000**
              
              
              (240
              )
              
              62,000Proceeds
                  from loans payable
              
              
              **259,139**
              
              
              100,042
              
              
              414,174Repayment
                  of loan
              
              
              **(3,000**
              **)**
              
              —
              
              
              (3,000
              )**Net
                  Cash Provided by Financing****Activities**
              
              
              **318,139**
              
              
              608,122
              
              
              2,026,494**Net
                  Decrease in Cash**
              
              
              **(2,930**
              **)**
              
              (889
              )
              
              —**Cash
                  - Beginning of Period**
              
              
              **2,930**
              
              
              7,879
              
              
              —**Cash
                  - End of Period**
              
              $
              —
              
              $
              6,990
              
              $
              —
  **Supplemental
                  Disclosure of Cash Flow Information**(note
                  10)
 (The
          accompanying notes are an integral part of these
          condensed consolidated financial statements.)
  -4-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 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 nine months ended September 30, 2008 and 2007, the
        Company experienced net losses of $2,846,013 and $328,214, respectively,
        and has
        a deficit accumulated during the development stage of $3,431,404 at September
        30, 2008.
  -5-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 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.
  -6-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 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 at period end. Revenues and expenses are
        translated using the average exchange rate prevailing throughout the period.
        Translation adjustments are included in 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.
 
  -7-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
   **2.**
              **Summary
                  of Significant Accounting Policies**(cont'd)
  g)
              Recent
                  Accounting Pronouncements
  In
        April
        2008, Financial Accounting Standards Board ("FASB") issued FASB Staff Position
        (“FSP”) on SFAS 142-3, "Determination of the Useful Life of Intangible Assets"
        ("FSP SFAS 142-3"). FSP SFAS 142-3 amends the factors that should be considered
        in developing renewal or extension assumptions used to determine the useful
        life
        of a recognized intangible asset under SFAS No. 142, "Goodwill and Other
        Intangible Assets" ("SFAS 142"). The intent of this FSP is to improve the
        consistency between the useful life of a recognized intangible asset under
        SFAS
        142 and the period of expected cash flows used to measure the fair value
        of the
        asset under FASB Statement No. 141 (revised 2007), “Business Combinations”, and
        other U.S. generally accepted accounting principles (“GAAP”). FSP SFAS 142-3 is
        effective for financial statements issued for fiscal years beginning after
        December 15, 2008, and interim periods within those fiscal years. The
        requirement for determining useful lives must be applied prospectively to
        intangible assets acquired after the effective date and the disclosure
        requirements must be applied prospectively to all intangible assets recognized
        as of, and subsequent to, the effective date. Early adoption is prohibited.
        The
        Company is currently reviewing the effect, if any, the proposed guidance
        will
        have on its consolidated financial statements.
  In
        May
        2008, FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
        for
        Convertible Debt Instruments That May Be Settled in Cash upon Conversion
        (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 clarifies
        that convertible debt instruments that may be settled in cash upon conversion
        (including partial cash settlement) are not addressed by paragraph 12 of
        APB
        Opinion No. 14, "Accounting for Convertible Debt and Debt Issued with Stock
        Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of
        such
        instruments should separately account for the liability and equity components
        in
        a manner that will reflect the entity’s nonconvertible debt borrowing rate when
        interest cost is recognized in subsequent periods. FSP APB 14-1 is effective
        for
        financial statements issued for fiscal years beginning after December 15,
        2008,
        and interim periods within those fiscal years. Early adoption is not permitted.
        The Company is currently reviewing the effect, if any, the proposed guidance
        will have on its consolidated financial statements.
  In
        May
        2008, FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
        Principles" ("SFAS 162"). SFAS 162 identifies the sources of accounting
        principles and the framework for selecting the principles used in the
        preparation of financial statements of nongovernmental entities that are
        presented in conformity with generally accepted accounting principles (“GAAP”)
        in the United States (the GAAP hierarchy). SFAS 162 is effective 60 days
        following the SEC’s approval of the Public Company Accounting Oversight Board
        amendments to AU Section 411, "The Meaning of Present Fairly in Conformity
        With
        Generally Accepted Accounting Principles". The Company is currently reviewing
        the effect, if any, the proposed guidance will have on its consolidated
        financial statements.
 
  -8-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
  **2.**
              **Summary
                  of Significant Accounting Policies**(cont'd)
  g)
              Recent
                  Accounting Pronouncements (cont'd)
  In
        June
        2008, FASB issued FSP EITF Issue 03-6-1, “Determining Whether Instruments
        Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
        EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
        share-based payment transactions are participating securities prior to vesting
        and, therefore, need to be included in the earnings allocation in computing
        earnings per share under the two-class method described in paragraphs 60
        and 61
        of SFAS No. 128, “Earnings per Share”. FSP EITF 03-6-1 is effective for
        financial statements issued for fiscal years beginning after December 15,
        2008,
        and interim periods within those years. The Company is currently reviewing
        the
        effect, if any, the proposed guidance will have on its consolidated financial
        statements.
  September
        2008, FASB issued FSP SFAS 133-1 and FIN 45-4, "Disclosures about Credit
        Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133
        and
        FASB Interpretation No. 45; and Clarification of the Effective Date of FASB
        Statement No. 161" (“FSP SFAS 133-1 and FIN 45-4”). FSP SFAS 133-1 and FIN 45-4
        amends FASB Statement No. 133, “Accounting for Derivative Instruments and
        Hedging Activities”, to require disclosures by sellers of credit derivatives,
        including credit derivatives embedded in a hybrid instrument. FSP SFAS 133-1
        and
        FIN 45-4 also amends FASB Interpretation No. 45, “Guarantor’s Accounting and
        Disclosure Requirements for Guarantees, Including Indirect Guarantees of
        Indebtedness of Others”, to require an additional disclosure about the current
        status of the payment/performance risk of a guarantee. Further, FSP SFAS
        133-1
        and FIN 45-4 clarifies the Board’s intent about the effective date of FASB
        Statement No. 161, “Disclosures about Derivative Instruments and Hedging
        Activities”. FSP SFAS 133-1 and FIN 45-4 is effective for reporting periods
        (annual or interim) ending after November 15, 2008. The Company is currently
        reviewing the effect, if any; the proposed guidance will have on its
        consolidated financial statements.
  In
        October 2008, FASB issued FSP SFAS 157-3, "Determining the Fair Value of
        a
        Financial Asset When the Market for That Asset Is Not Active" (“FSP SFAS
        157-3”). FSP SFAS 157-3 clarifies the application of FASB Statement No. 157,
“Fair Value Measurements”, in a market that is not active and provides an
        example to illustrate key considerations in determining the fair value of
        a
        financial asset when the market for that financial asset is not active. FSP
        SFAS
        157-3 is effective upon issuance, including prior periods for which financial
        statements have not been issued. The Company is currently reviewing the effect,
        if any, the proposed guidance will have on its consolidated financial
        statements.
 
  -9-
  **STARGOLD
          MINES, INC. AND SUBSIDIARY**
 **(FORMELY
          SOCKEYE SEAFOOD GROUP INC.)**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 Notes
          to
          Condensed Consolidated Financial Statements
 Nine
          Months Ended September 30, 2008 and 2007
 Unaudited
 **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 8% of the Company's consolidated
        costs and expenses for the period ended September 30, 2008 (September 30,
        2007 -
        0%) are denominated in Russian ruble. As of September 30, 2008, approximately
        100% of the Company's assets and 29% of the Company's liabilities are
        denominated in Russian ruble. The Company is exposed to foreign exchange
        risk as
        the result of operations and 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.
  **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), and accounts and other receivable, loans receivable, accounts
        payable, accrued liabilities, loans payable 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.
  -10-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
  **5.**
              **Loss
                  on Disposition of 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 was deemed to be the owner of
        the
        Nerchinkiye Dump, if UniverCompany 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 provided 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, however, 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.
  Pursuant
        to an agreement dated June 2, 2008, between the Company and the Seller, the
        Company returned to the Seller the Nerchinkiye Dump due to the absence of
        financial resources and technological facilities to extract precious and
        rare-earth metals from this property. As a result, the Company realized a
        loss
        on disposition of the mineral rights in the amount of $2,187,254 for the
        nine
        months ended September 30, 2008 (nine months ended September 30, 2007 - $nil)
        .
  **6.**
              **Loans
                  Payable**
  The
        loan
        payable to a third party, in the amount of $414,181, bears interest at the
        Federal Reserve's prime plus 11% per annum, is unsecured and has no specified
        terms of repayment.
  The
        loan
        payable to Almazineteh - Consulting Limited Liability Company, in the amount
        of
        $5,000, bears interest at 11% per annum, is unsecured and was due on April
        5,
        2007. Pursuant to an oral amended agreement, the loan was due on July 1,
        2008.
        The loan was not paid on the due date and the Company is in the process of
        negotiating an extension.
 
  -11-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
  **7.**
              **Advances
                  from Related Party**
  These
        advances from a director, bear interest at 15% per annum, are unsecured,
        and are
        due on November 1, 2008 (see note 11).
  **8.**
              **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 1(a).
  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. These
        shares
        were issued on July 29, 2008.
  **9.**
              **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%
                
                $
                (1,190,000
                )Valuation
                    allowance
                
                
                **1,190,000**Current
                    provision for income taxes
                
                $
                -
 
 
  -12-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
  **9.**
              **Income
                  Taxes**(cont'd)
  The
        Company has no deferred income tax assets or liabilities at September 30,
        2008
        and December 31, 2007.
  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.
  As
        of
        September 30, 2008, the Company had $3,431,398 of Federal and state net
        operating loss carryforwards available to offset future taxable income. The
        Company has the following losses which expire in 20 years from the date the
        loss
        was incurred.
 2023
                
                $
                1,7282024
                
                
                4,5132025
                
                
                5,6762026
                
                
                50,7262027
                
                
                522,7552028
                
                
                2,846,000$
                3,431,398
  **10.**
              **Supplemental
                  Disclosure of Cash Flow
                  Information**
  Period
                    fromDate
                    ofInception**Nine
                    Months**
                
                Nine
                    Months
                
                (May
                    21, 2003)**Ended**
                
                Ended
                
                Through**September
                    30,**
                
                September
                    30,
                
                September
                    30,**2008**
                
                2008
                
                2007Non-cash
                    investing activities is as follows:Issuance
                    of common stock foracquisition
                    of UniverCompany(note
                    8)
                
                $
                1,650,000
                
                $
                —
                
                $
                1,650,000Interest
                    and income taxes paid duringthe
                    period:Interest
                
                $
                —
                
                $
                —
                
                $
                —Income
                    taxes
                
                $
                —
                
                $
                —
                
                $
                —
   -13-
  **STARGOLD
        MINES, INC. AND SUBSIDIARY**
 **(FORMELY
        SOCKEYE SEAFOOD GROUP INC.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 Notes
        to
        Condensed Consolidated Financial Statements
 Nine
        Months Ended September 30, 2008 and 2007
 Unaudited
 **11.**
              **Subsequent
                  Event**
  Advances
        from Related Party
  The
        advances from a director, in the amount of $72,000, as described in note
        7, were
        not paid on the due date. The Company is in the process of negotiating an
        extension.
  -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 Univer Agreement, as amended. UniverCompany is now
      wholly-owned by the Company.




**Proposed
      Business**




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 Karalon.
      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.





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.





-15-





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 common 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
      through the quarter ended September 30, 2008 (“3 rd Quarter
      2008”). As we have disposed of principal asset, we are uncertain as to our
      future business plans.




**Financial
      Condition, Liquidity and Capital Resources**





We
      have
      generated only nominal operating revenues from operations from our inception.
      The comparison of current period operating results with those of prior periods
      is not meaningful.




From
      our
      inception through September 30, 2008, we have generated only nominal revenues
      and have incurred cumulative losses of $3,431,404.




As
      of
      September 30, 2008, we had $0 in cash. We incurred a net loss of $113,123 for
      the period July 1, 2008 to September 30, 2008. In 2006, the Company obtained
      the
      rights to extract metals from two consignments of tailings, from the
      Nerchinskiye Rudniki mining dump (the “Nerchinkiye Dump”) from Mining
      Corporation Zabaikalgeoprom Limited Liability Company, a Russian entity (the
      “Seller”).  In June 2008, the Company returned to the Seller the
      Nerchinkiye Dump due to the absence of financial resources and technological
      facilities to extract precious and rare-earth metals from this property. As
      a
      result, the Company realized a loss on disposition of the mineral rights in
      the
      amount of $2,187,254 for the nine months ended September 30, 2008 (nine months
      ended September 30, 2007 - $nil).




Going
      Concern Consideration





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 nine months ended September 30, 2008 and 2007, the
      Company experienced net losses of $2,846,013 and $328,214, respectively, and
      has
      a deficit accumulated during the development stage of $3,431,404 at September
      30, 2008.




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.




Proposed
      Business Operations




The
      commencement 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) pay off our indebtedness (2)
      commence operations; (3) achieve a level of revenues adequate to generate
      sufficient cash flow from operations; or (4) 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
      commence our business plan.




-16-





Critical
      Accounting Policies





Our
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles in the United States (“US GAAP”).
      Preparing financial statements requires management to make estimates and
      assumptions that affect the reported amounts of assets, liabilities, revenue,
      and expenses. These estimates and assumptions are affected by management’s
      application of accounting policies. We believe that understanding the basis
      and
      nature of the estimates and assumptions involved with the following aspects
      of
      our financial statements is critical to an understanding of our
      financials.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with US GAAP generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.





Cash
      and Cash Equivalents





We
      consider all highly liquid instruments with maturity of three months or less
      at
      the time of issuance to be cash equivalents.





Financial
      Instruments





The
      fair
      values of accounts payable, accrued liabilities and amounts due to a related
      party were estimated to approximate their carrying values due to the immediate
      or short-term maturity of these financial instruments.





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.




**PART
      II**


**OTHER
      INFORMATION**





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




Exhibit
                No.
            
            Description31.1
            
            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:
      November , 2008




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




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