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

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

Forward-Looking Statements

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

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

Overview

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

The merger was consummated on November 23, 2006. 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."

Effective as of November 23, 2006, we implemented a one for forty (1:40) forward stock split and increased our authorized shares of common stock on a corresponding basis. The number of shares of our common stock increased on a one for forty (1:40) basis, from 25,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.0001.

As disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 5, 2006, on November 30, 2006, the Company entered into a Stock Purchase Agreement with UniverCompany Limited Liability Company, a Russian limited liability society ("UniverCompany"), and the shareholder of UniverCompany, Evgeny Belchenko (the "UniverCompany Shareholder")(collectively, the "Univer Agreement"). Pursuant to the Univer Agreement, the Company agreed to purchase from the UniverCompany Shareholder 100% of the issued and outstanding shares of common stock of UniverCompany in exchange for 41,000,000 shares of the Company's common stock. On May 15, 2007, the Univer Agreement was amended to reduce the consideration to 15,000,000 shares of the Company's common stock.

On August 27, 2007, the Company initiated its acquisition of UniverCompany by acquiring 100% of the issued and outstanding shares of common stock of UniverCompany in accordance with the UniverAgreement, as amended. UniverCompany will become a wholly-owned subsidiary of the Company after the Russian registration procedures and completed and approved.

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.

Proposed Business

On August 27, 2007, the Company initiated its acquisition of UniverCompany by acquiring 100% of the issued and outstanding shares of common stock of UniverCompany in accordance with the UniverAgreement. UniverCompany has begun the process of transferring it's registration per Russian government procedures. Once this process is complete, UniverCompany will become a wholly-owned subsidiary of the Company. We intend to file under cover of an appropriate SEC periodic report, the financial statements of UniverCompany and pro forma financial statements for UniverCompany and the Company, to the extent required by applicable SEC regulations.

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As previously disclosed on December 4, 2006, UniverCompany holds licenses to develop and extract natural resources of gold, copper, tin and lead located in the Siberian and Far Eastern Federal Districts of Russia. Once its acquisition of UniverCompany is complete, StarGold will own rights to the "Nerchinskie" minerals & metals deposit, which StarGold believes contains significant amounts of gold and silver, and approximately 17% of the "Karalon" deposit, which the Company believes has both precious metals and other scare resources such as copper, lead and tin. The balance of the purchase price for Nerchinskie license of approximately $26 million USD must be paid prior to January 2013. Under an agreement dated December 2006, UniverCompany has the option to acquire an additional 63% of the Karalon deposit in return for a payment of $2.8 million USD.

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

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

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

Plan of Operation

We have not generated any revenues during the nine months ended September 30, 2007 and do not expect to generate any revenues over the next six to twelve months. The company's strategy is to complete the procedural steps necessary to register UniverCompany as a wholly-owned subsidiary of StarGold and to raise funds to prove and possibly exploit the Nerchinskie and Karalon properties. Further, Company will continue to seek out investment and acquisition opportunities in Russia and Eastern Europe with the aim of extracting natural resources from existing licenses and acquiring and exploiting other natural resource licenses and properties ultimately developing a portfolio of natural resource opportunities attractive to Western investors.

Our principal business objective for the next twelve months will be to raise funds. 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.

As of September 30, 2007, we had $6,990 in cash. We incurred a net loss of $205,622 for the period July 1, 2007 to September 30, 2007. During the quarter covered by this Report, the Company made a $99,000 non-interest bearing, unsecured loan to UniverCompany. During the quarter ended September 30, 2007, there was an in increase in professional fees corresponding with the increase in legal and accounting activity associated with completing the acquisition of UniverCompany. Salaries and benefits for the six and nine month period ending June 30, 2007 and September 30, 2007, was $40,000 and $60,000 respectively, as Marcus Segal, the Company's Chief Executive Officer and Chief Financial Officer receives a salary of $20,000 per quarter for services.

During the next twelve months we anticipate incurring costs related to finalizing the acquisition of UniverCompany and the filing of the appropriate SEC periodic reports. We believe we will be able to meet these costs through funds to be loaned by or invested in us by our stockholders, 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.