UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): January 24, 2007
STARGOLD
MINES, INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of incorporation)
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0-51197
(Commission
File Number)
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98-0400208
(IRS
Employer Identification No.)
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1840
Gateway Drive
Suite
200
San
Mateo, California 94404
(Address
of principal executive offices)
(650)
378-1214
(Registrant's
Telephone Number, Including Area Code)
245
Park
Avenue, New York, NY 10167
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Paragraph
This
Form
8-K/A amends the Form 8-K, dated January 24, 2007, and filed with the Securities
and Exchange Commission on January 29, 2007 (the “Form 8-K”), regarding the
change in the principal independent accountants of Stargold Mines, Inc. The
purpose of this amendment is to respond to certain comments received by us
from
the Staff of the Securities and Exchange Commission in connection with its
review of said Form.
Section
4. Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying Accountant.
As
disclosed on the Form 8-K, Stargold Mines, Inc. (the “Registrant”) dismissed
Chang G. Park, CPA from serving as the Registrant’s principal independent
accountants, and retained SF Partnership, LLP as its 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 the Registrant’s ability to continue as a going concern, but such
financial statements did not contain any adjustment that might result from
the
uncertainty stated therein.
From
August 4, 2006 through January 24, 2007, there were no disagreements with Chang
C. Park, CPA 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 Chang C. Park, CPA would have caused that firm
to make reference in connection with its reports to the subject matter of the
agreements or a reportable event. 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 C. Park, CPA served as the Registrant’s principal independent
accountants.
Currently
the Registrant has no business or operations. As disclosed by the Registrant
on
a Form 8-K filed December 5, 2006, the Registrant entered into a Stock Purchase
Agreement with UniverCompany Limited Liability Company, a Russian limited
liability society (“UniverCompany”) pursuant to which the Registrant agreed to
purchase from the two shareholders of UniverCompany all of the issued and
outstanding shares of common stock of UniverCompany. The closing of the
acquisition is conditioned on several conditions, including without limitation,
the receipt of audited financial statements of UniverCompany.
In
considering the appointment of SF Partnership, LLP (the “New Accountant”), the
Registrant 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. Upon closing the transaction with the
UniverCompany, all of the Registrant’s assets, revenues and operations will be
located in Russia; accordingly, the Registrant selected a firm registered with
the Public Company Accounting Oversight Board which could audit financial
statements of a company with operations in Russia. Upon closing, all of
accounting records will be located in Russia, where the New Accountant has
the
expertise to audit such records.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
February 5, 2007
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STARGOLD
MINES, INC.
(Registrant)
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By: |
/s/
Marcus Segal |
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Name:
Marcus
Segal |
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Title:
Chief
Executive Officer, Chief Financial Officer
and Secretary
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