UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the
quarter ended September 30, 2008
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
filero
|
Non-accelerated
filer o
(Do not check if a smaller reporting company)
|
Smaller
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o
No 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
I
|
|
|
|
|
|
Item
1. Financial Statements
|
|
ii
|
Item
2. Management’s Discussion and Analysis or Plan of
Operation
|
|
15
|
Item
4. Controls and Procedures
|
|
17
|
|
|
|
PART
II
|
|
|
|
|
|
Item
6. Exhibits
|
|
17
|
|
|
|
|
|
18
|
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
|
|
$
|
—
|
|
$
|
2,930
|
|
Accounts
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
|
|
$
|
80,626
|
|
Accrued
liabilities
|
|
|
63,871
|
|
|
47,069
|
|
Loans
payable (note 6)
|
|
|
419,181
|
|
|
155,042
|
|
Advances
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)
|
|
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
|
|
1,000,000,000
common stock,
|
|
|
|
|
|
|
|
par
value $0.0001 per share
|
|
|
|
|
|
|
|
Issued
and outstanding
|
|
|
|
|
|
|
|
56,519,311
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.)
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
|
|
|
155,174
|
|
Salary
and benefits
|
|
|
18,000
|
|
|
20,000
|
|
Office
and general
|
|
|
75,011
|
|
|
30,488
|
|
Bad
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.)
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
|
|
|
|
|
|
Period
|
|
|
|
|
|
|
|
from
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
|
|
|
673,787
|
|
Salary
and benefits
|
|
|
161,462
|
|
|
60,000
|
|
|
241,462
|
|
Office
and general
|
|
|
131,680
|
|
|
44,637
|
|
|
219,315
|
|
Bad
debt
|
|
|
25,000
|
|
|
—
|
|
|
51,915
|
|
Consulting
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
|
|
|
—
|
|
|
2,000
|
|
Loss
on disposition of
|
|
|
|
|
|
|
|
|
|
|
mineral
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.)
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
|
|
|
|
|
|
Period
|
|
|
|
|
|
|
|
from
Date of
|
|
|
|
Nine
|
|
Nine
|
|
Inception
|
|
|
|
Months
|
|
Months
|
|
(May
21, 2003)
|
|
|
|
Ended
|
|
Ended
|
|
through
|
|
|
|
September
30,
|
|
September
30,
|
|
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
|
|
|
38,500
|
|
Bad
debt
|
|
|
25,000
|
|
|
|
|
|
25,000
|
|
Loss
on disposition of mineral rights
|
|
|
2,187,254
|
|
|
|
|
|
2,187,254
|
|
Changes
in working capital:
|
|
|
|
|
|
|
|
|
|
|
Prepaid
and deposits
|
|
|
27,417
|
|
|
(87,515
|
)
|
|
(3,812
|
)
|
Accounts
payable
|
|
|
366,771
|
|
|
3,218
|
|
|
447,397
|
|
Accrued
liabilities
|
|
|
16,802
|
|
|
|
|
|
63,871
|
|
Deposit
|
|
|
(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 warrants
|
|
|
|
|
|
|
|
|
|
|
for
cash
|
|
|
|
|
|
508,320
|
|
|
1,553,320
|
|
Advance
from related party
|
|
|
62,000
|
|
|
(240
|
)
|
|
62,000
|
|
Proceeds
from loans payable
|
|
|
259,139
|
|
|
100,042
|
|
|
414,174
|
|
Repayment
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.)
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.
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.
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
|
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.
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)
|
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.
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.
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.
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
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.
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)
.
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.
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).
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.
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
|
|
$
|
-
|
|
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
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
|
|
$
|
1,728
|
|
2024
|
|
|
4,513
|
|
2025
|
|
|
5,676
|
|
2026
|
|
|
50,726
|
|
2027
|
|
|
522,755
|
|
2028
|
|
|
2,846,000
|
|
|
|
$
|
3,431,398
|
|
10.
|
Supplemental
Disclosure of Cash Flow
Information
|
|
|
|
|
|
|
Period
from
|
|
|
|
|
|
|
|
Date
of
|
|
|
|
|
|
|
|
Inception
|
|
|
|
Nine
Months
|
|
Nine
Months
|
|
(May
21, 2003)
|
|
|
|
Ended
|
|
Ended
|
|
Through
|
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
|
|
2008
|
|
|
|
2007
|
|
Non-cash
investing activities is as follows:
|
|
|
|
|
|
|
|
Issuance
of common stock for
|
|
|
|
|
|
|
|
|
|
|
acquisition
of UniverCompany
|
|
|
|
|
|
|
|
|
|
|
(note
8)
|
|
$
|
1,650,000
|
|
$
|
|
|
$
|
1,650,000
|
|
Interest
and income taxes paid during
|
|
|
|
|
|
|
|
|
|
|
the
period:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Income
taxes
|
|
$
|
|
|
$
|
|
|
$
|
|
|
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
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.
Item
2.
Management’s
Discussion and Analysis or Plan of Operations.
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.
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 (“3rd
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.
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.
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Description
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31.1
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Rule
13a-14(a)/15d14(a) Certifications
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Attached
Hereto
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32.1
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Section
1350 Certifications
|
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Attached
Hereto
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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
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STARGOLD
MINES, INC.
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By:
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/s/
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Name:
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F.
Bryson Farrill
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Title:
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Chief
Executive Officer,
Chief
Financial Officer, and Director
(Principal
Executive, Financial, and
and
Accounting Officer)
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