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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
STARGOLD MINES, INC.
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(Exact name of Registrant as specified in its charter)
For the Year Ended December 31, 2006
Nevada 0-51197 98-0400208
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No)
incorporation)
1840 Gateway Drive
Suite 200
San Mateo, California 94404
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(Address of principal executive offices)
(650) 378-1214
(Registrant's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.0001 per share
(Title of Class)
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act [ ]
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act) Yes [x] No [ ]
The issuer's revenues for its most recent fiscal year were $4,127.
Based on the closing sales price of the Common Stock on March 30, 2007,
the aggregate market value of the voting stock of registrant held by
non-affiliates was $188,600,000
As of March 30, 2007, the Registrant had outstanding 81,000,000 shares of
common stock issued and outstanding.
Documents Incorporated By Reference: None
Transitional Small Business Issuer Disclosure Format (check one):
Yes [ ] No [X].
TABLE OF CONTENTS
Page
Cautionary Statement for Forward Looking Information
PART I
Item 1. Description of Business 4
Item 2. Description of Property 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 9
Item 6. Management's Discussion and Analysis or Plan of Operation 13
Item 7. Financial Statements 15
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 15
Item 8A. Controls and Procedures 17
Item 8B. Other Information 17
PART III
Item 9. Directors, Executive Officers, Promoter and Control Persons;
Compliance with Section 16(a)of the Exchange Act 17
Item 10. Executive Compensation 19
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 20
Item 12. Certain Relationships and Related Transactions; Director
Independence 21
Item 13. Exhibits 21 Item 14. Principal Accountant Fees and Services 22
SIGNATURES
Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to our
ability to consummate the contemplated transaction with Univercompany described
herein, our ability to manage the operations of such company in Russia if we
close the transaction, future actions or events, future performance, costs and
expenses, interest rates, outcome of contingencies, financial condition, results
of operations, liquidity, business strategies, cost savings and objectives of
management. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking information to encourage companies to provide
prospective information about themselves without fear of litigation so long as
that information is identified as forward-looking and is accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the information.
Forward-looking information may be included in this Annual Report on Form 10-KSB
or may be incorporated by reference from other documents filed with the
Securities and Exchange Commission (the "SEC") by us. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
These and other factors should be considered carefully and readers should not
place undue reliance on our forward-looking statements. Forward looking
statements are made based on our management's current expectations, beliefs,
estimates and opinions on the date the statements are made and we undertake no
obligation to update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. In particular, we have based many of these forward-looking
statements on assumptions about future events that may prove to be inaccurate.
Except as required by applicable law, including the securities laws of the
United States, we do not intend to update any of the forward-looking statements
to conform these statements to actual results.
PART I
ITEM 1. Description of Business:
As used in this Annual Report, references to the "Company," "we," "our" or "us"
refers to Stargold Mines, Inc.
Our Corporate History
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. On that date, we filed with the
Secretary of State of Nevada Articles of Merger, pursuant to which the
Subsidiary merged with and into us in accordance with the Plan of Merger.
Pursuant to the Articles of Merger, we also changed our name from "Sockeye
Seafood Group, Inc." to "Stargold Mines, Inc."
Simultaneously with its merger with Stargold Mines, Inc., we filed with the
Secretary of State of Nevada a Certificate of Change, effective as of November
23, 2006, pursuant to which 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 common stock issued and outstanding prior to the
forward split was 2,000,000 shares. After the forward split, the number of
shares of common stock issued and outstanding was 81,000,000 shares. The
Certificate of Change also increased the number of authorized shares of common
stock 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.
Since inception, we have had an insignificant amount of revenues. Our operations
have been limited to general administrative operations. We are considered a
development stage company in accordance with Statement of Financial Accounting
Standards No. 7.
Our Business
Currently, we have no assets, operations, business or contractual arrangements
other than the execution of a Stock Purchase Agreement entered into on November
30, 2006. Pursuant to this with UniverCompany Limited Liability Company, a
Russian limited liability society ("UniverCompany"), and the former shareholders
of UniverCompany (the "UniverCompany Shareholders"), we agreed to purchase from
the UniverCompany Shareholders 100% of the issued and outstanding shares of
common stock of UniverCompany in exchange for shares of the Registrant's common
stock. Although the agreement with the UniverCompany Shareholders provides that
the consideration for their shares will be the issuance by us of 41,000,000
shares, it is contemplated that we will issue 15,000,000 shares for the
UniverCompany shares. It has been represented to us that UniverCompany owns a
license to the "Karalon" gold deposit, which includes both precious metals and
scarce resources such as cooper, lead and tin.
4<
In December 2006 we received $1,000,000 gross proceeds from the sale of
1,000,000 units to Hampton Park Capital LLC. Each unit consisted of one share of
common stock and one share purchase warrant, exercisable for one share of common
stock at an exercise price of US$2.50 for two years from the date of issuance.
The $1,000,000 raised by us was lent to UniverCompany on an unsecured basis,
with no specific terms for repayment.
The consummation of the acquisition of UniverCompany is subject to certain
conditions. We cannot assure you that those conditions will be satisfied or
waived by us.
Employees
As of March30, 2007, we had no full time employees. We presently have no
employees apart from our management. Our sole officer is engaged in outside
business activities and anticipates that he will devote to our business very
limited time. We expect no significant changes in the number of our employees
other than such changes, if any, incident to our proposed acquisition of
UniverCompany.
RISK FACTORS
An investment in our common stock involves a high degree of risk. An investor
should carefully consider the following factors and other information in this
prospectus before deciding to invest in our Company. If any of the following
risks actually occur, our business, financial condition, results of operations
and prospects for growth would likely suffer. As a result, an investor could
lose all or part of such investor's investment in our Company.
Risk Factors Relating to Our Company
1. We expect losses in the future because we have no revenue.
As we have no current revenue, we are expecting losses over the next 12 months
because we do not yet have any revenues to offset the expenses associated with
being a public company. We cannot guarantee that we will ever be successful in
generating revenues in the future. We recognize that if we are unable to
generate revenues, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations.
2. We may not be able to continue operations as a going concern and our
stockholders may lose their entire investment in us.
We incurred a net loss of $50,726 for the year ended December 31, 2006. In
addition, we had cash on hand of approximately $7,800. These factors raise
substantial doubt about the Company's ability to continue as a going concern. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in our incurring a net operating loss that will increase continuously
until we can consummate a business combination with a profitable business
opportunity. We cannot assure you that we will close the acquisition of
UniverCompany and generate sufficient amount or revenues or identify another
suitable business opportunity and consummate a business combination. If we
cannot continue as a going concern, our stockholders may lose their entire
investment in us.
3. We may not be able to consummate the acquisition of UniverCompany.
There can be no assurance that we will be able to consummate the proposed
acquisition of UniverCompany. In addition to completing the due diligence on
UniverCompany to our satisfaction, there is no assurance that they will be able
to deliver to us consents from third parties which might be necessary to
effectuate the change in control, audited financial statements and the other
requisite information necessary in order for us to file a Current Report on Form
8-K and satisfy other closing conditions. If we do not acquire UniverCompany, we
will have to commence our search for another acquisition candidate.
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4. We have no agreement with UniverCompany with respect to the repayment of the
$1, 000,000 we lent them.
In December 2006 we lent UniverCompany $1,000,000, the amount we raised by the
sale of units to Hampton Park Capital LLC. The loan is currently non-interest
bearing, unsecured by any collateral and has no specific maturity date. Since
there are no specific repayment terms and the borrower is located in Russia,
such loan may never be repaid to us. However, it is contemplated that when we
consummate the transaction with UniverCompany the loan will either be repaid or
converted to an equity contribution.
5. Our potential acquisition of UniverCompany, a Russian company, may subject us
to additional risks.
If we are successful in consummating the proposed acquisition of UniverCompany,
we will be subject to risks inherent in business operations outside of the
United States. These risks include, for example, currency fluctuations,
regulatory problems, punitive tariffs, environmental issues, unstable local tax
policies, trade embargoes, risks related to shipment of raw materials and
finished goods across national borders and cultural and language differences.
Foreign economies may differ favorably or unfavorably from the United States
economy in growth of gross national product, rate of inflation, market
development, rate of savings, and capital investment, resource self-sufficiency
and balance of payments positions, and in other respects.
6. If we consummate the transaction, the sellers of UniverCompany will own a
controlling interest in our voting stock and investors will not have any voice
in our management, which could result in decisions adverse to our general
shareholders.
If we are successful in consummating the proposed acquisition of UniverCompany,
the six current shareholders of UniverCompany will be issued 15,000,000 shares
of our common stock, or 15.79%. As a result, these persons will have the ability
to control substantially all matters submitted to our stockholders for approval
including: (a) election of our board of directors; (b) removal of any of our
directors; (c) amendment of our Articles of Incorporation or bylaws; and (d)
adoption of measures that could delay or prevent a change in control or impede a
merger, takeover or other business combination involving us. As a result of
their ownership and positions, these six persons could be able to influence all
matters requiring shareholder approval, including the election of directors and
approval of significant corporate transactions.
Risks Relating To Our Common Shares
7. We may, in the future, issue additional common shares, which would reduce
investors' percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of 1,000,000,000 shares of
common stock. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by our investors, and might have an adverse effect on any trading market for our
common stock.
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8. Because we do not intend to pay any cash dividends on our common stock, our
stockholders will not be able to receive a return on their shares unless they
sell them.
We intend to retain any future earnings to finance the development and expansion
of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends, our stockholders will
not be able to receive a return on their shares unless they sell them. There is
no assurance that stockholders will be able to sell shares when desired.
ITEM 2. Description of Property
The address of our principal executive office is 1840 Gateway Drive,Suite 200,
San Mateo, California 24404. Our telephone number is (650) 378-1214. We lease
these premises on a month to month basis at a cost of $190 per month.
ITEM 3. Legal Proceedings
There are no pending legal proceedings to which we are a party or in which any
of our directors, officers or affiliates, any owner of record or beneficially of
more than 5% of any class of our voting securities, or security holder is a
party adverse to us or has a material interest adverse us. Our property is not
the subject of any pending legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders
There was no matter submitted to a vote of security holders during the fiscal
quarter ended December 31, 2006.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters
Market Information. Our common stock has been quoted on the OTC Bulletin Board
under the symbol "SGDM.OB" since approximately November_2006. The following
table sets forth the range of quarterly high and sales prices of the common
stock as reported on Yahoo Finance for the periods indicated. Our common stock
was forward split 1:40 on November 23, 2006. The prices for our common stock
reflect the forward split.
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Price Information*
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Financial Quarter Ended High Low
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March 31, 2005 NA NA
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June 30, 2005 NA NA
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September 30, 2005 NA NA
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December 31, 2005 NA NA
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March 31, 2006 NA NA
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June 30, 2006 NA NA
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September 30, 2006 NA NA
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December 31, 2006 $3.90 $3.80
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* The quotations do not reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.
Record Holders. As of March 30, 2007, we had approximately 26 shareholders of
record holding a total of 81,000,000 shares of common stock. The holders of the
common stock are entitled to one vote for each share held of record on all
matters submitted to a vote of stockholders. Holders of the common stock have no
preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.
Dividends. We have not declared any dividends since inception and do not
anticipate paying any dividends in the foreseeable future. The payment of
dividends is within the discretion of the board of directors and will depend on
our earnings, capital requirements, financial condition, and other relevant
factors. There are no restrictions that currently limit our Company's ability to
pay dividends on its common stock other than those generally imposed by
applicable state law.
Transfer Agent. The transfer agent of our common stock is Holladay Stock
Transfer, 2929 N. 67th Place, Scottsdale, Arizona, 480-481-3940.
Purchases of Our Equity Securities. Neither we nor any of our affiliates
purchased any equity securities from our stockholders during our fiscal quarter
ended December 31, 2006.
Equity Compensation Plans. We do not have any equity compensation plans.
Unregistered Sales of Equity Securities. We did not issue any stock during the
year ended December 31, 2006, other than the issuance on December 1, 2006 of
1,000,000 shares of its common stock to Hampton Park Capital LLC. The foregoing
shares were issued pursuant to a Subscription Agreement, dated December 1, 2006,
pursuant to which Hampton Park Capital LLC purchased 1,000,000 units, each unit
consisting 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. The
purchase price of each unit was $1.00, amounting in the aggregate to $1,000,000
for all 1,000,000 units sold. Such shares were issued under Section 4(2) of the
Securities Act of 1933, as amended.
Pursuant to such Subscription Agreement, we agreed that, within six months from
the date that we raise aggregate gross proceeds of $10,000,000 from its sale of
units, we shall prepare and file with the Securities and Exchange Commission a
registration statement relating to the re-sale of the shares and the shares
underlying the warrants under the Securities Act of 1933. If the registration
statement is not filed by the seventh month after such date, then we are
obligated to pay Hampton Capital Park LLC an amount equal to 1% of the purchase
price of the units for each month after the Closing that the Registration
Statement is not filed with the Securities and Exchange Commission.
Description of Securities. Our Articles of Incorporation authorizes the issuance
of 1,000,000,000 shares of common stock, of which 81,000,000 shares are issued
and outstanding. Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders. Holders of common
stock do not have cumulative voting rights. Holders of common stock are entitled
to share ratably in dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion from funds legally available therefor.
In the event of a liquidation, dissolution or winding up of our company, the
holders of common stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. All of the outstanding shares of
common stock are fully paid and non-assessable.
8
Holders of common stock have no preemptive rights to purchase our common stock.
There are no conversion or redemption rights or sinking fund provisions with
respect to our common stock.
Indemnification of Directors and Officers. Nevada corporation law provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Nevada corporation law also provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense
Article X of our Articles of Incorporation provides that:
1. We may indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation), by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with the action, suit or proceeding, if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding, by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does not of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. We may indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action or suit by or in
the right of the corporation, to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit, if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case the person is
fairly reasonably entitled to indemnity for such expenses as the court deems
proper.
9
To the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in connection with the
defense.
Any indemnification, unless ordered by a court or advanced as provided below,
must be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made:
-By the stockholders;
-By the board of directors by majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding;
If a majority vote of a quorum consisting of directors who were not parties to
the act, suit or proceeding so orders, by independent legal counsel in a written
opinion; or
If a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
Expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
-Does not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the certificate or articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection (b) or for the
advancement of expenses made pursuant to subsection (e) may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
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-Continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and control persons pursuant to the
foregoing provisions or otherwise, we have been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy, and is, therefore, unenforceable
In addition, Article IX of our Articles of Incorporation limits the personal
liability of our directors and officers to us or our shareholders for damages
for breach of fiduciary duty to acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law.
ITEM 6. Management's Discussion and Analysis or Plan of Operation
The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and the related
notes thereto included elsewhere in this Form 10-KSB. The matters discussed
herein contain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, which involve risks and uncertainties. All
statements other than statements of historical information provided herein may
be deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes", "anticipates", "plans", "expects" and similar expressions are
intended to identify forward-looking statements. Factors that could cause actual
results to differ materially from those reflected in the forward-looking
statements include, but are not limited to, those discussed under the heading
"Factors that May Affect Future Results" and elsewhere in this report and the
risks discussed in our other filings with the SEC. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's analysis, judgment, belief or expectation only as of the date
hereof. We undertake no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
We do not expect to generate any revenues over the next twelve months. Our
principal business objective for the next 12 months will be to successfully
consummate the proposed acquisition of UniverCompany. If we are not successful,
we will then have to seek, investigate and, if such investigation warrants,
engage in a business combination with another private entity whose business
presents an opportunity for our shareholders.
During the next 12 months we anticipate incurring costs related to the proposed
acquisition of UniverCompany and the filing of Exchange Act reports. We believe
we will be able to meet these costs through funds to be loaned by or invested in
us by our stockholder, management or other investors. We have no specific plans,
understandings or agreements with respect to the raising of such funds, and we
may seek to raise the required capital by the issuance of equity or debt
securities or by other means. Since we have no such arrangements or plans
currently in effect, our inability to raise funds for the consummation of an
acquisition may have a severe negative impact on our ability to become a viable
company.
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As of December 31, 2006, we had $7,879 in cash. We incurred a net loss of
$50,726 for the period ending December 31, 2006.
Off-Balance Sheet Arrangements
None.
Going Concern
We had limited operations during the period from May 21, 2003 (inception) to
December 31, 2006 and generated a net loss of $50,726. This condition raises
substantial doubt about our ability to continue as a going concern. Because we
are currently in the development stage and have minimal expenses, management
believes that our cash of $7,879 is not sufficient to cover the expenses we will
incur during the next twelve months.
We will have to seek additional sources of capital through the issuance of debt
or equity financing, but there can be no assurance we will be successful in
accomplishing our objectives.
New Accounting Pronouncements
In March 2006, Financial Accounting Standards Board ("FASB") issued SFAS No.
156, "Accounting for Servicing of Financial Assets - An Amendment of FASB
Statement No.140", In a significant change to current guidance, SFAS No. 156
permits an entity to choose either of the following subsequent measurement
methods for each class of separately recognized servicing assets and servicing
liabilities: (1) amortization method or (2) fair value measurement method. SFAS
No. 156 is effective fiscal years that begin after September 15, 2006. The
Company is currently reviewing the effect, if any, the proposed guidance will
have on its financial position and results of operations.
In July 2006 FASB issued Financial Accounting Standards Interpretation No. 48
("FIN 48"), "Accounting for Uncertainty in Income Taxes - An interpretation of
FASB Statement No.109". FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprises' financial statements in accordance
with SFAS No. 109, "Accounting for Income Taxes". FIN 48 prescribes a
recognition threshold and measurement attributable for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transitions. FIN 48 is effective for fiscal years beginning after December 15,
2006. The Company is currently reviewing the effect, if any, FIN 48 will have on
its financial position and results of operations.
In September 2006, the Securities and Exchange Commission ("SEC") staff issued
Staff Accounting Bulletin No. 108 ("SAB No.108"), "Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements." SAB No. 108 was issued to provide consistency in how
registrants quantify financial statement misstatements. The Company is required
to and will initially apply SAB No. 108 in connection with the preparation of
its annual financial statements for the year ending December 31, 2006. The
application of SAB 108 did not have a material effect on the Company's financial
position and results of operations.
12
In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements," which is
effective for calendar year companies on January 1, 2008. The statement defines
fair value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles, and expands disclosures about fair
value measurements. The statement codifies the definition of fair value as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The
standard clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing the asset or liability
and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. The Company is currently assessing the potential
impacts of implementing this standard.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities" ("SFAS No. 159"), which permits entities to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. An entity would report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The decision about whether to elect the fair value option is applied
instrument by instrument, with a few exceptions; the decision is irrevocable;
and it is applied only to entire instruments and not to portions of instruments.
The statement requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for similar assets and
liabilities and (b) between assets and liabilities in the financial statements
of an entity that selects different measurement attributes for similar assets
and liabilities.
SFAS 159 is effective for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year provided the entity
also elects to apply the provisions of SFAS 157. Upon implementation, an entity
shall report the effect of the first remeasurement to fair value as a
cumulative-effect adjustment to the opening balance of retained earnings. Since
the provisions of SFAS 159 are applied prospectively, any potential impact will
depend on the instruments selected for fair value measurement at the time of
implementation.
Off Balance Sheet Arrangements.
We have no off-balance sheet arrangements.
ITEM 7. Financial Statements
The Company's audited financial statements for the periods ended December 31,
2006 and 2005 are attached hereto as F-1 through F-13.
13
ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On October 4, 2005, our certifying accounting firm, Franklin Griffith &
Associates, merged with another accounting firm and advised us of its intention
to withdraw from the PCAOB and no longer perform public company audits.
Reports on our consolidated financial statements for the fiscal year ended
December 31, 2004 by Franklin Griffith & Associates did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principle. During the fiscal year ended
December 31, 2004 and for the subsequent interim periods, there were no
disagreements with Franklin Griffith & Associates on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Franklin Griffith & Associates'
satisfaction, would have caused Franklin Griffith & Associates to make reference
to the subject matter in connection with its report on our consolidated
financial statements for such period. During our fiscal years through December
31, 2005, none of the reportable events described in Item 304(a)(1)(iv) of
Regulation S-B occurred. However, the report included a going concern emphasis.
On January 18, 2006, we engaged the services of Armando C. Ibarra, Certified
Public Accountant, 317 E Street, Chula Vista CA 91910, a firm registered with
the PCAOB, as our principal independent accountant and auditor to audit our
financial statements.
On August 4, 2006, we dismissed ACI Armando C. Ibarra Certified Public
Accountants, A Professional Corporation, as its independent auditors after being
advised that the firm would no longer be performing public company audits, as
they were in the process of withdrawing from registration with the PCAOB. The
decision to change principal accounting firms was unanimously approved by
written consent of our Board of Directors on August 4, 2006.
Since the appointment of ACI Armando C. Ibarra Certified Public Accountants on
January 20, 2006 and all subsequent interim periods through the date of
dismissal on August 4, 2006, ACI Armando C. Ibarra Certified Public Accountants'
reports on our financial statements did not contain any adverse opinion or
disclaimer of opinion, nor were they modified as to audit scope or accounting
principles. The audit report from ACI Armando C. Ibarra Certified Public
Accountants for the fiscal year ended December 31, 2005 was modified as to the
uncertainty regarding our ability to continue as a going concern because of our
status as a development stage company with limited operations. The financial
statements for the year ended December 31, 2005, did not include any adjustments
that might have resulted from the outcome of this uncertainty.
From the date of appointment on January 20, 2006 through the date of this
report, there were no disagreements with ACI Armando C. Ibarra Certified Public
Accountants on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
ACI Armando C. Ibarra Certified Public Accountants ' satisfaction, would have
caused ACI Armando C. Ibarra Certified Public Accountants to make reference to
the subject matter in connection with its reports and/or reviews of our
consolidated financial statements during our then most recent fiscal year or any
interim period.
14
On August 4, 2006, our Board of Directors unanimously approved by written
consent the appointment of Chang G. Park, CPA, Ph.D, 6474 University Avenue, San
Diego, California, a PCAOB registered firm, as its new certifying principal
accounting firm to audit Registrant's financial statements.
On January 24, 2007, we dismissed Chang G. Park, CPA as our principal
independent accountants, and retained SF Partnership, LLP as our principal
independent accountants. The decision to change accountants was recommended and
approved by our Board of Directors.
Chang G. Park, CPA was our independent registered public accounting firm from
August 4, 2006 until January 24, 2007. None of Chang G. Park, CPA's reports on
our financial statements during that period and until January 24, 2007, and none
of the reports by the our principal independent accountants during either of the
previous two fiscal years and for the period since then and until January 24,
2007, (a) contained an adverse opinion or disclaimer of opinion, or (b) was
modified as to uncertainty, audit scope, or accounting principles, which would
include the uncertainty regarding the ability to continue as a going concern, or
(c) contained any disagreements on any matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of the principal
independent accountants, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports. None of the
reportable events set forth in Item 304(a)(1)(iv)(B) of Regulation S-B occurred
during the period in which Chang G. Park, CPA served as our principal
independent accountants. The financial statements audited by Chang C. Park, CPA
for the year ended December 31, 2005 were modified to contain an explanatory
sentence pertaining to our ability to continue as a going concern, but such
financial statements did not contain any adjustment that might result from the
uncertainty stated therein.
In considering the appointment of SF Partnership, LLP (the "New Accountant"), we
considered the New Accountant's experience and expertise with Russian companies
and operations. Not only does the New Accountant conduct audits on two companies
located in Russia, but there are three Russian speaking Chartered Accountants in
their Toronto office. If we are successful at completing the acquisition of
UniverCompany, all of our assets, revenues and operations, as well as all of our
accounting records, will be located in Russia. Accordingly, we selected a firm
registered with the Public Company Accounting Oversight Board which could audit
financial statements of a company with operations in Russia with the expertise
to audit such records.
ITEM 8A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
15
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
ITEM 8B Other Information None
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
Our executive officers and directors are:
Name Age Position(s)
---- --- -----------
Marcus Segal 35 President, CEO, Chief Financial
Officer and Director
Marcus Segal has been our President, CEO, Chief Financial Officer and a director
since November 7, 2006. He is also Chief Financial Officer of Star Energy
Corporation, an oil and gas company. He also serves as Vice President of
Operations and Acting CFO for Vindicia Inc, a technology company specializing in
credit card fraud prevention. Prior to joining Vindicia, Mr. Segal served as
Vice President of Operations at EMusic.com, a leading Internet-based music
subscription service, where he was responsible for the HR, Production, Customer
Service, Royalty Administration, and Business Affairs departments of eMusic
through the Company's acquisition by Vivendi/Universal's Universal Music Group
in 2002. Prior to EMusic, Mr. Segal served as the Executive in Charge of
Production/COO for The Documedia Group, an award-winning documentary production
company based in Los Angeles. His projects included the 52-hour Sworn to Secrecy
series for The History Channel and The Last Days of WWII for the A&E Network,
for which he was nominated for an Emmy. Mr. Segal holds an MBA from Pepperdine
University's Graziadio School of Business, was named a National Journalism
Center Fellow in 1996, and received a BA in English Literature from the
University of California at Santa Barbara.
16
All directors hold office until the next annual meeting of stockholders or the
election and qualification of their successors, or their earlier death,
resignation or removal. Vacancies in the existing board are filled by a majority
of the remaining directors. All officers hold office until their respective
successors are elected and qualified, or until their earlier resignation or
removal. There are no family relationships among any of our directors or
executive officers.
We do not have audit, nominating or compensation committees. Our entire Board of
Directors performs the functions of audit, nominating and compensation
committees. We are seeking independent board members. We have not been
successful in retaining independent board members to form an audit committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our Common
Stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our Common Stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. To
the best of our knowledge, during the year ended December 31, 2006, all of our
directors, officers and greater than ten percent beneficial owners timely filed
all reports required under Section 16(a). In making these disclosures, we have
relied solely on a review of the copies of such reports furnished to us and
written representations by our directors, executive officers and greater than
ten percent stockholders.
17
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal executive,
financial or accounting officer.
ITEM 10. Executive Compensation
Our officers and directors do not receive any cash or non-cash compensation for
their services. We do not have an employment agreement with any of our officers
or directors
Summary Compensation
The following table sets forth information concerning the compensation paid or
earned for the periods indicated for services rendered to our company in all
capacities by Sheldon Goldberg, who resigned as our CEO, President and a
Director on November 7, 2006, and by Marcus Segal, who became our CEO,
President, Chief Financial Officer and a Director on November 7, 2006. None of
our executive officers received or earned total compensation in excess of
$100,000 during 2006.
SUMMARY COMPENSATION TABLE
Name and Year Salary Bonus Stock Option Non-Equity Nonqualified All Other Total
principal (b) (c) ($) Awards ($) Awards ($) Incentive Plan Deferred Compensation (j)
position (d) (e) (f) Compensation ($) Compensation ($)
(a) (g) Earnings ($) (i)
(h)
Marcus Segal
CEO,
President, CFO 2006 $ 0
and Director (1)
Sheldon 2006 $ 0
Goldberg 2005 $ 0
CEO,
President(2)
(1) Mr. Segal became our CEO, President and Chief Financial Officer on
November 7, 2006.
(2) Mr. Goldberg resigned as our CEO, President and a Director on November 7,
2006.
Outstanding Equity Awards
We do not have any equity compensation plans, and we have not made any equity
awards.
18
Compensation of Directors
Our directors do not receive any compensation for their services as members of
the Board of Directors, but are entitled to reimbursement for expenses incurred
in connection with their attendance at Board of Directors' meetings.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management
The following table lists, as of March 30, 2007, the number of shares of our
common stock beneficially owned by (i) each person or entity known to us to be
the beneficial owner of more than 5% of the outstanding common stock; (ii) each
of our executive officers and directors, and (iii) all executive officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal stockholders and management is based upon information
furnished by each person using "beneficial ownership" concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.
As of March 30, 2007, we had outstanding 81,000,000 shares of common stock.
Except as otherwise indicated, each beneficial owner has sole voting and
dispositive power with respect to the shares owned.
Amount and Nature of
Name and Address Beneficial Ownership Percent
---------------- -------------------- -------
Beneficial Owners of
More than 5%
Sheldon 20,000,000 25%
Goldberg
846 W. 46th Avenue
Vancouver, BC,
Canada V5Z 2R2
20,000,000 25%
David F.
Knapfel
585 W. 60th Avenue
Vancouver, BC,
Canada V6P 1Z8
Directors:
Marcus Segal
2643 20th Street 0 0
San Francisco, CA 94110
Officers and Directors
as a Group (1
person)
19
ITEM 12. Certain Relationships and Related Transactions; Director Independence
(a) At December 31, 2005, a loan payable in the amount of $3,900 was due to
David Knapfel, an officer and director and related party. As of December 31,
2005, we had not established any specific repayment terms and the loan is
non-interest bearing.
We do not have any other related party transactions and have not yet formulated
a policy for the resolution of any related transaction conflicts, should they
arise.
(b) Our sole director is not "independent", as that term is defined in the rules
of NASDAQ or any national securities exchange.
ITEM 13. Exhibits
Exhibit No. Description
3.1 Articles of Incorporation, incorporated herein by reference to Exhibit 3.1
to the Registrant's Registration Statement on Form 10-SB filed on March
11, 2005.
3.2 Articles of Merger, filed with the Nevada Secretary of State on November
21, 2006, incorporated herein by reference to Exhibit 3.1 to the
Registrant's Current Report on Form 8-K filed on December 5, 2006
3.3 Certificate of Change, filed with the Nevada Secretary of State on
November 21, 2006, incorporated herein by reference to Exhibit 3.2 to the
Registrant's Current Report on Form 8-K filed on December 5, 2006
3.4 Articles of Incorporation, filed with the Nevada Secretary of State on
November 21, 2006, incorporated herein by reference to Exhibit 3.5 to the
Registrant's Current Report on Form 8-K filed on December 5, 2006
3.5 Plan and Agreement of Merger, dated November 31, 2006, between Sockeye
Seafood Group, Inc. and Stargold Mines, Inc. filed with the Nevada
Secretary of State on November 21, 2006, incorporated herein by reference
to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on
December 5, 2006
3.2 By-Laws, incorporated herein by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form 10-SB filed on March 11, 2005.
10.2 Stock Purchase Agreement, dated November 30, 2006, among Stargold Mines,
Inc., UniverCompany Limited Liability Company, and the former shareholders
of UniverCompany, incorporated herein by reference to Exhibit 10.2 to the
Registrant's Current Report on Form 8-K filed on December 5, 10.3 2006.
10.3 Subscription Agreement, dated December 1, 2006, between Stargold Mines,
Inc. and Hampton Park Capital LLC incorporated herein by reference to
Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on
December 5, 2006.
31.1 Certification by Principal Executive Officer and Financial Officer
pursuant to Rule 13a-14 and Rule 15d-14 of the Securities Exchange Act of
1934
32.1 Certification by Principal Executive Officer and Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC 1350)
ITEM 14. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for professional services rendered by our principal
accountants for the audit of our annual financial statements for the fiscal year
ended December 31, 2006 was $15,000 and for the fiscal year ended December 31,
2005 were $2,000. The reviews for the financial statements included in our
quarterly reports on Form 10-QSB during the fiscal years ended December 31, 2006
and December 31, 2005 were 0 and $2,800, respectively.
20
Audit Related Fees
We incurred no fees for the fiscal years ended December 31, 2006 and 2005 for
assurance and related services by our principal accountant that were reasonably
related to the performance of the audit or review of our financial statements,
and not reported under Audit Fees above.
Tax Fees
The aggregate fees billed for professional services rendered by our principal
accountant for tax compliance, tax advice, preparation and filing of tax returns
and tax planning for the fiscal years ended December 31, 2006 and 2005 were $0.
All Other Fees
We incurred no other fees during the fiscal years ended December 31, 2006 and
2005 for products and services rendered by our principal accountant.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
STARGOLD MINES, INC.
By: /s/ Marcus Segal
-------------------
Date: April 2, 2007 Marcus Segal
Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer,
and (Principal Executive,
Financial and Accounting
Officer)
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Marcus Segal President, Chief Executive
April 2, 2007
------------------ Officer, Chief Financial Officer
Marcus Segal and Director (Principal Executive
and Financial Officer)
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2006, 2005 AND THE
PERIOD FROM INCEPTION (MAY 21, 2003) TO DECEMBER 31, 2006
CONTENTS
Report of Registered Independent Auditors - 2006 1
Report of Independent Registered Public Accounting Firm - 2005 2
Balance Sheets 3
Statements of Operations and Comprehensive Loss 4
Statements of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7 - 13
REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Stargold Mines, Inc.:
We have audited the accompanying balance sheet of Stargold Mines, Inc. (a
development stage company) as of December 31, 2006 and the relate statements of
operations and comprehensive loss, stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe our audit provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Stargold Mines, Inc. as of
December 31, 2006 and the results of its operations and its cash flows for the
year ended December 31, 2006, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred losses since inception which
raises substantial doubt about the Company's ability to continue as a going
concern. Management's plan regarding this matter is also described in Note 1 to
the financial statements. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
"SF PARTNERSHIP, LLP"
Toronto, Canada CHARTERED ACCOUNTANTS
March 26, 2007
-1-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Sockeye Seafood Group, Inc. (A Development Stage Company)
We have audited the accompanying balance sheet of Sockeye Seafood Group,
Inc. (A Development Stage Company) as at December 31, 2005, and the related
statements of operations, change in stockholders' equity, and cash flows for the
year then ended, and for the period of May 21, 2003 (inception) to December 31,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The December 31, 2004 financial statements of
Sockeye Seafood Group, Inc. were audited by other auditors whose report dated
March 27, 2005, expressed an unqualified opinion on those statements. Their
report included an explanatory paragraph regarding going concern.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). These standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2005 and the results of its operations and its cash flows for the year then
ended, and for the period of May 21, 2005 (inception) to December 31, 2005, in
conformity with US generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is currently in the development stage. Because
of the Company's current status and limited operations there is substantial
doubt about its ability to continue as a going concern. Management's plans in
regard to its current status are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Armando C. Ibarra, CPA
--------------------------
Chula Vista, CA
January 19, 2006
-2-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
December 31, 2006 and 2005
(Note 8)
2006 2005
ASSETS
Current
Cash $ 7,879 $ 10,157
Accounts receivable -- 26,915
Total Current Assets 7,879 37,072
Loan Receivable (note 3) 1,000,000 --
----------- -----------
Total Assets $ 1,007,879 $ 37,072
=========== ===========
LIABILITIES
Current
Accounts payable $ 25,282 $ 89
Advance from related party (note 4) 240 3,900
----------- -----------
Total Current Liabilities 25,522 3,989
----------- -----------
Total Liabilities 25,522 3,989
----------- -----------
STOCKHOLDERS' EQUITY
Capital Stock (note 5) 9,000 8,000
Additional Paid-in Capital 1,036,000 37,000
Deficit Accumulated During the Development Stage (62,643) (11,917)
----------- -----------
Total Stockholders' Equity 982,357 33,083
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,007,879 $ 37,072
=========== ===========
(The accompanying notes are an integral part of these
financial statements.)
-3-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations and Comprehensive Loss
Years Ended December 31, 2006, 2005 and the Period from Inception
(May 21, 2003) to December 31, 2006
Inception
(May 21, 2003)
(Note 8) to December 31,
2006 2005 2006
Revenue $ 4,127 $ 17,228 $ 68,739
Cost of Sales 3,259 15,605 60,508
-------- -------- -------------
Gross Profit 868 1,623 8,231
-------- -------- -------------
Expenses
Bad debt 26,915 -- 26,915
Office and general 1,097 799 5,032
Professional fees 29,482 6,500 44,827
-------- -------- -------------
57,494 7,299 76,774
-------- -------- -------------
Operating Loss (56,626) (5,676) (68,543)
Other Income
Debt forgiven 5,900 -- 5,900
-------- -------------
Net Loss and Comprehensive Loss $(50,726) $ (5,676) $ (62,643)
======== ======== =============
Basic and Diluted Loss Per
Weighted Average Number
of Shares Outstanding
During the Year $ (0.0006) $(0.0001)
========= ========
Basic Weighted Average Number
of Shares During the Year 80,084,932 80,000,000
========== ==========
-4-
(The accompanying notes are an integral part of these
financial statements.)
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity
Years Ended December 31, 2006 and 2005
Deficit
Accumulated Accumulated
Additional Other during the
Number of Capital Paid in Comprehensive Development Stockholders'
Common Shares Stock Capital Loss Stage Equity
---------- ------------- ------------- ----------- ------------- -------------
Balance, January 1,
2005 - as previously reported 2,000,000 $ 2,000 $ 43,000 $ -- $ (6,241) $ 38,759
Restated to give retroactive
effect to the November 23, 2006
40 for 1 stock split (note 8) 78,000,000 6,000 (6,000) -- -- --
---------- ------------- ------------- ----------- ------------- -------------
Balance, January 1, 2005 - as
restated 80,000,000 8,000 37,000 -- (6,241) 38,759
Net loss for year -- -- -- -- (5,676) (5,676)
Balance, December 31, 2005 80,000,000 $ 8,000 $ 37,000 $ -- $ (11,917) $ 33,083
Balance, January 1, 2006 80,000,000 $ 8,000 $ 37,000 $ -- $ (11,917) $ 33,083
========== ============= ============= =========== ============= =============
Common shares issued 1,000,000 1,000 999,000 -- -- 1,000,000
Net loss for year -- -- -- -- (50,726) (50,726)
Balance, December 31, 2006 81,000,000 $ 9,000 $ 1,036,000 $ -- $ (62,643) $ 982,357
========== ============= ============= =========== ============= =============
-5-
(The accompanying notes are an integral part of these
financial statements.)
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
Years Ended December 31, 2006, 2005 and the Period
from Inception (May 21, 2003) to December 31, 2006
(Restated (May 21, 2003)
note 8) to December 31,
2006 2005 2006
----------- ----------- -------------
Cash Flows from Operating Activities
Net loss $ (50,726) $ (5,676) $ (62,643)
Adjustments for working capital:
Accounts receivable 26,915 (455) --
Inventory -- 3,436 --
Accounts payable 25,193 (167) 5,000
Net Cash Flows Provided by (Used in) Operating Activities 1,382 (2,862) (57,643)
Cash Flows from Investing Activities
Deposit -- 250 --
Loan receivable (1,000,000) -- (1,000,000)
Net Cash Flows (Used in) Provided by Investing Activities (1,000,000) 250 (1,000,000)
Cash Flows from Financing Activities
Issuance of common stock 1,000,000 -- 1,045,000
Advances from related party (3,660) 3,900 240
Net Cash Flows Provided by Financing Activities 996,340 3,900 1,045,240
Net (Decrease) Increase in Cash (2,278) 1,288 (12,403)
Cash - Beginning of Year 10,157 8,869 --
----------- ----------- -------------
Cash - End of Year $ 7,879 $ 10,157 $ 7,879
=========== =========== =============
Supplemental Cash Flow Information
During the year, the Company had no cash flows arising from interest and
income taxes paid.
(The accompanying notes are an integral part of these
financial statements.)
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STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
1. Description of Business and Going Concern
a) Description of Business
Stargold Mines, Inc. (the "Company"), formerly Sockeye Seafood Group
Inc., (Sockeye Seafood Group Inc. merged with its 100% owned
subsidiary Stargold Mines, Inc. on November 23, 2006 and changed its
name to Stargold Mines, Inc.) was incorporated under the laws of the
State of Nevada on May 21, 2003. The Company was formed to engage in
the business of procuring and marketing seafood products direct from
Pacific Northwest First Nations organizations to North American and
International wholesalers, distributors, and retailers.
The Company operations have been limited to general administrative
operations, purchasing a limited amount of sample inventory, minimal
sales and establishing its website. The Company is considered a
development stage company in accordance with Statement of Financial
Accounting Standards No. 7. The Company is currently working on
acquiring licenses to develop and extract natural resources in the
Siberian and Far Eastern Districts of Russia.
b) Going Concern
The Company's financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The Company has
experienced recurring losses since inception and has negative cash
flows from operations that raise substantial doubt as to its ability
to continue as a going concern. For the year ended December 31,
2006, the Company experienced a net loss of $50,726 (2005 - $5,676).
The Company's ability to continue as a going concern is contingent
upon its ability to secure additional financing, achieving
additional sale of its product and attaining profitable operations.
Management is pursuing various sources of equity financing. Although
the Company plans to pursue additional financing, there can be no
assurance that the Company will be able to secure financing when
needed or obtain such on terms satisfactory to the Company, if at
all.
The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may
result from the possible inability of the Company to continue as a
going concern.
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STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
2. Summary of Significant Accounting Policies
The accounting policies of the Company are in accordance with U.S.
generally accepted accounting principles, and their basis of application
is consistent with that of the previous year. Outlined below are those
policies considered particularly significant:
a) Reporting Currency
The U.S. Dollar has been used as the unit of measurement in these
financial statements.
b) Cash
Cash includes cash and highly liquid investments with initial
maturities of three months or less.
c) Revenue Recognition
The Company recognizes revenues when there is a definitive sales
agreement, and upon shipment of products, when title is passed and
the amount collectible can reasonably be determined.
d) Financial Instruments
Unless otherwise noted, it is management's opinion that the Company
is not exposed to significant interest, currency or credit risks
arising from the financial instruments. The fair value of the
financial instruments approximates their carrying values, unless
otherwise noted.
e) Comprehensive Income (Loss)
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income.", SFAS No. 130
establishes standards for reporting and presentation of
comprehensive income (loss) and its components in a full set of
financial statements. Comprehensive income is presented in the
statements of operations, and consists of net income and unrealised
gains (losses) on available for sale marketable securities; foreign
currency translation adjustments and changes in market value of
future contracts that qualify as a hedge; and negative equity
adjustments recognized in accordance with SFAS No. 87. SFAS No. 130
requires only additional disclosures in the financial statements and
does not affect the Company's financial position or results of
operations.
-9-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
2. Summary of Significant Accounting Policies (cont'd)
f) Income Tax
The Company accounts for income taxes pursuant to SFAS No. 109,
"Accounting for Income Taxes". Deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the
date of enactment.
g) Earnings (Loss) per Share
The Company adopted SFAS No.128, "Earnings per Share" which requires
disclosure on the financial statements of "basic" and "diluted"
earnings (loss) per share. Basic earnings (loss) per share is
computed by dividing net income (loss) by the weighted average
number of common shares outstanding for the year. Diluted earnings
(loss) per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding plus common
stock equivalents (if dilutive) related to convertible bonds, stock
options and warrants for each year. As the warrants were
anti-dilituve, there was no adjustment to the basic earnings per
share.
h) Concentration of Credit Risk
SFAS No. 105, "Disclosure of Information About Financial Instruments
with Off-Balance Sheet Risk and Financial Instruments with
Concentration of Credit Risk", requires disclosure of any
significant off-balance-sheet risk and credit risk concentration.
The Company does not have significant off-balance-sheet risk or
credit concentration.
The Company provides credit to its clients in the normal course of
its operations. It carries out, on a continuing basis, credit checks
on its clients and maintains provisions for contingent credit losses
that, once they materialize, are consistent with management's
forecasts.
For other debts, the Company determines, on a continuing basis, the
probable losses and sets up a provision for losses based on the
estimated realizable value.
Concentration of credit risk arises when a group of clients having a
similar characteristic such that their ability to meet their
obligations is expected to be affected similarly by changes in
economic of other conditions. The Company does not have any
significant risk with respect to a single client.
-10-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
2. Summary of Significant Accounting Policies (cont'd)
i) Use of Estimates
Preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and related notes to financial statements.
These estimates are based on management's best knowledge of current
events and actions the Company may undertake in the future. Actual
results may ultimately differ from those estimates, although
management does not believe such changes will materially affect the
financial statements in any individual year.
j) Recent Accounting Pronouncements
In March 2006, Financial Accounting Standards Board ("FASB") issued
SFAS No. 156, "Accounting for Servicing of Financial Assets - An
Amendment of FASB Statement No.140", In a significant change to
current guidance, SFAS No. 156 permits an entity to choose either of
the following subsequent measurement methods for each class of
separately recognized servicing assets and servicing liabilities:
(1) amortization method or (2) fair value measurement method. SFAS
No. 156 is effective for fiscal years that begin after September 15,
2006. The Company is currently reviewing the effect, if any, the
proposed guidance will have on its financial position and results of
operations.
In July 2006 FASB issued Financial Accounting Standards
Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in
Income Taxes - An interpretation of FASB Statement No.109". FIN 48
clarifies the accounting for uncertainty in income taxes recognized
in an enterprises' financial statements in accordance with SFAS No.
109, "Accounting for Income Taxes". FIN 48 prescribes a recognition
threshold and measurement attributable for the financial statement
recognition and measurement of a tax position taken or expected to
be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in
interim periods, disclosures and transitions. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company is
currently reviewing the effect, if any, FIN 48 will have on its
financial position and results of operations.
In September 2006, the Securities and Exchange Commission ("SEC")
staff issued Staff Accounting Bulletin No. 108 ("SAB No. 108"),
"Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements." SAB
No. 108 was issued to provide consistency in how registrants
quantify financial statement misstatements. The Company is required
to and will initially apply SAB No. 108 in connection with the
preparation of its annual financial statements for the year ending
December 31, 2006. The application of SAB No. 108 did not have a
material effect on the Company's financial position and results of
operations.
-11-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
2. Summary of Significant Accounting Policies (cont'd)
j) Recent Accounting Pronouncements (cont'd)
In September 2006, FASB issued SFAS No. 157, "Fair Value
Measurements," which is effective for calendar year companies on
January 1, 2008. The statement defines fair value, establishes a
framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair
value measurements. The statement codifies the definition of fair
value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market
participants at the measurement date. The standard clarifies the
principle that fair value should be based on the assumptions market
participants would use when pricing the asset or liability and
establishes a fair value hierarchy that prioritizes the information
used to develop those assumptions. The Company is currently
assessing the potential impacts of implementing this standard.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Liabilities" ("SFAS No. 159"), which
permits entities to measure many financial instruments and certain
other items at fair value that are not currently required to be
measured at fair value. An entity would report unrealized gains and
losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having
to apply complex hedge accounting provisions. The decision about
whether to elect the fair value option is applied instrument by
instrument, with a few exceptions; the decision is irrevocable; and
it is applied only to entire instruments and not to portions of
instruments.
The statement requires disclosures that facilitate comparisons (a)
between entities that choose different measurement attributes for
similar assets and liabilities and (b) between assets and
liabilities in the financial statements of an entity that selects
different measurement attributes for similar assets and liabilities.
SFAS 159 is effective for for fiscal years beginning after November
15, 2007. Early adoption is permitted as of the beginning of a fiscal
year provided the entity also elects to apply the provisions of SFAS
157. Upon implementation, an entity shall report the effect of the
first remeasurement to fair value as a cumulative-effect adjustment
to the opening balance of retained earnings. Since the provisions of
SFAS 159 are applied prospectively, any potential impact will depend
on the instruments selected for fair value measurement at the time of
implementation.
3. Loan Receivable
The loan receivable from UniverCompany Limited Liability Company, a
Russian limited liability society ("UniverCompany"), is non-interest
bearing, unsecured and has no specified terms for repayment.
-12-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
4. Advance from Related Party
These advances, from a director, are non-interest bearing, unsecured and
have no specified terms of repayment.
5. Capital Stock
Authorized
1,000,000,000 common stock, par value $0.0001 per share (Restated
Note 8)
2006 2005
Issued
81,000,000 common stock (2005 - 80,000,000) $9,000 $ 8,000
====== =======
On November 23, 2006, the Company implemented a one for forty (1:40)
forward stock split and increased its authorized shares of common
stock on a corresponding basis. The 2005 comparative share amounts
have been retroactively adjusted to give effect to the stock split.
On December 19, 2006 the Company issued 1,000,000 units of the
Company's securities, each unit consisting of one share of common
stock and one share purchase warrant for $1,000,000. Each warrant is
exercisable for one share of common stock at an exercise price of
$2.50. Due to the substantial difference between market value and
exercise price no value has been attributed to the warrants.
6. Income Taxes
The Company accounts for income taxes pursuant to SFAS No. 109. This
standard prescribes the use of the liability method whereby deferred
tax asset and liability account balances are determined based on
differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates. The
effects of future changes in tax laws or rates are not anticipated.
Under SFAS No. 109 income taxes are recognized for the following: a)
amount of tax payable for the current year, and b) deferred tax
liabilities and assets for future tax consequences of events that
have been recognized differently in the financial statements than
for tax purposes.
-13-
STARGOLD MINES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
December 31, 2006 and 2005
- 13 -
6. Income Taxes (cont'd)
The provision for income taxes has been computed as follows:
2006 2005
Expected income tax recovery at the statutory rate -
31% $(15,928) $ (1,782)
-------- --------
Valuation allowance 15,928 1,782
Provision for income taxes $ -- $ --
======== ========
The Company has tax losses available to be applied against future
years income. Due to the losses incurred in the current year and
expected future operating results, management determined that it is
more likely than not that the deferred tax asset resulting from the
tax losses available for carryforward and stock option compensation
expense will not be realized through the reduction of future income
tax payments. Accordingly a 100% valuation allowance has been
recorded for deferred income tax assets.
As of December 31, 2006 and 2005, the Company had approximately
$19,600 and $3,700 respectively, of federal and state net operating
loss carryforwards available to offset future taxable income. The
losses expire in 20 years from the date the loss was incurred.
7. Subsequent Event
On November 30, 2006, the Company entered into a stock purchase
agreement with UniverCompany, and the two shareholders of
UniverCompany. Pursuant to the stock purchase agreement, the Company
agreed to purchase from the shareholders of UniverCompany 100% of
the issued and outstanding shares of common stock of UniverCompany.
In consideration thereon, the Company will issue to the shareholders
of UniverCompany 41,000,000 shares of the Company's common stock.
The consummation of above transactions will take place at a closing
to be held at a later date. Such closing will not take place until
certain conditions have occurred.
8. Comparative Figures and Restatement
Certain figures for the prior year have been reclassified to conform
with the current year's financial statement presentation.
The stockholders' equity has been retroactive restated to give
effect to the 1 for 40 stock split as described in note 5.
-14-