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| SGDM.OB > SEC Filings for SGDM.OB > Form 8-K/A on 28-Jan-2008 | All Recent SEC Filings |
28-Jan-2008
Completion of Acquisition or Disposition of Assets, Results of Operations
Acquisition of UniverCompany Limited Liability Company Remains Pending
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. In May 2007, the Univer Agreement was amended to provide that the consideration for the shares of UniverCompany would be 15,000,000 shares of the Company's common stock, rather than 41,000,000 shares. The Acquisition of UniverCompany remains pending.
As used in this Form 8-K, references to the "Registrant", the "Company," "we," "our" or "us" refer to Stargold Mines, Inc.
Forward-Looking Statements
This Current Report on Form 8-K (the "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 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 Report or may be incorporated by reference from other documents filed with 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, including the risks in the section entitled "Risk Factors" and the risks set out below, 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.
The following risks will be relevant only upon completion of the Company's acquisition of UniverCompany or a similar entity:
· risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
· results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
· mining, exploration and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in exploration;
· the potential for delays in exploration or development activities or the completion of feasibility studies;
· risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses;
· risks related to commodity price fluctuations;
· the uncertainty of profitability based upon a history of losses;
· risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
· risks related to environmental regulation and liability;
· risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
· risks related to tax assessments;
· political and regulatory risks associated with mining development and exploration, particularly as it relates to operations in Russia;
· other risks and uncertainties related to our prospects, properties and business strategy;
· our ability to implement our business plan;
· our ability to hire and maintain the personnel necessary to operate our business.
The above list is not an exhaustive list of the risk factors that may affect any of our 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.
Our History
The Company was 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 its wholly-owned subsidiary, Stargold Mines, Inc., a Nevada corporation, formed by us on November 8, 2006 for the sole purpose of entering into such merger (the "Subsidiary"). Prior to the merger, the Subsidiary had no assets or liabilities and no previous operating history.
The merger was consummated on November 23, 2006. On such date, the Company filed . . .
For the three months ended December 31, 2006, the Registrant had minimal business operations. Since January 1, 2007, the Registrant has operated at a loss. The Registrant's operating expenses consist primarily of administrative costs. The Registrant used consulting resources to help develop strategy, screen and recruit key executives, fill interim management positions and further the acquisition of UniverCompany. The Registrant's operating expenses for the third quarters ending September 30, 2006 and 2007 were $4,340 and $328,214, respectively.
As discussed above, on August 28, 2007, the Company issued 15,000,000 shares of common stock, representing approximately 36.39% of the Company's outstanding shares of common stock, to the UniverCompany Shareholder, Belchenko Evgeny, in anticipation of an exchange for 100% of the issued and outstanding securities of UniverCompany pursuant to the Purchase Agreement as amended on May 15, 2007. The issuance of the shares was exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance upon the exemptions under Regulation S, Section 4(2) and Rule 506 thereunder.
The disclosure set forth above under Item 3.02 (Unregistered Sales of Equity Securities) is hereby incorporated by reference into this Item 5.01. As a result of the issuance of 15,000,000 shares, representing approximately 36.39% of the Company's outstanding common stock, Evgeny Belchenko became the principal stockholder of the Registrant.
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