Acquisition of UniverCompany Limited Liability Company

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's 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.

On March 18, 2008, our Russian counsel advised that according to the laws of the Russian Federation, all requirements had been met for the acquisition of UniverCompany. As a result of the acquisition, UniverCompany has become a wholly-owned subsidiary of the Company. Evgeny Belchenko currently owns 15,000,000 shares, representing approximately 26.7%, of the Company's outstanding common stock.

Forward-Looking Statements

This Current Report on Form 8-K/A (the "Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 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, 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. These risks include, by way of example and not in limitation:

      •           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 and development risks, including risks related to
                  accidents, equipment breakdowns, labor disputes or other
                  unanticipated difficulties with or interruptions in
                  production;
      •           the potential for delays in exploration or development
                  activities or the completion of feasibility studies;
      •           risks related to the inherent uncertainty of production and
                  cost estimates and the potential for unexpected costs and
                  expenses;
      •           risks related to commodity price fluctuations;
      •           the uncertainty of profitability based upon our 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;
. . .

For the year ended December 31, 2007, the Company and UniverCompany had minimal business operations and sustained losses. Our operating expenses consist primarily of administrative costs. The Company used consulting resources to help develop strategy, screen and recruit a key executive, and complete the acquisition of UniverCompany.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements or contractual or commercial commitments.

         Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding common stock
beneficially owned on the date of this filing for (i) each shareholder known by
us to be the beneficial owner of five (5%) percent or more of our issued and
outstanding Common Stock, (ii) the executive officer and director and (iii) all
executive officers and directors as a group. As of March 31, 2008, there were
56,219,311 shares of our common stock issued and outstanding.

Name and Address          Amount and Nature of
of Beneficial Owner       Beneficial Ownership Percent of Class

Evgeny Belchenko (1)           15,000,000           26.7%

Marcus Segal (2) (3)               0                  *
2643 20th Street
San Francisco, CA 94110

F. Bryson Farrill (2) (3)          0                  *

Keith C. Minty (2) (3)             0                  *

as a Group (3 persons)

* Denotes less than one (1%).

(1) The address for Mr. Belchenko is Leninsk Prospect 6, Str 7, Suite 15-20, Moscow, 11991.

(2) The address for each of the above identified executive officers and directors is c/o Stargold Mines, Inc., 1840 Gateway Drive, Suite 200, San Mateo, California 94404.

(3) Mr. Segal is the President, Chief Executive Officer, Chief Financial Officer and a Director of the Company. Messrs. Farrill and Minty are Directors.

The persons named above, who are the only officers, directors and principal shareholders, may be deemed to be parents and promoters, within the meaning of such terms under the Securities Act, by virtue of their direct securities holdings. In general, a person is considered a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within (60) days.

There are currently no options, warrants, rights or other securities conversion privileges granted to our officers, directors or beneficial owners . We do plan to issue stock grants to our officer and directors in the near term.

Other than the issuance of 15,000,000 shares, representing approximately 26.7% of the Company's outstanding common stock, to Mr. Evgeny Belchenko as described above, there are no arrangements known to us, the operation of which may at a subsequent date result in a change of control of our Company.

         Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act

The following table sets forth the names, positions and ages of our executive
officers and directors. All directors hold office until the next annual meeting
of the security holders or until their successors have been elected and
qualified. Officers are elected by the Board of Directors and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the Board of Directors.

Name              Age Position(s)      Period Serving

Marcus Segal      37  President, CEO,  Since November 2006
                      CFO and Director

The following biographies are based upon information supplied by each of the above named persons to the Company.

Mr. Segal currently serves as Vice President of Operations and Acting CFO for Vindicia Inc, a technology company specializing in credit card fraud prevention and is a Director of Star Energy Corporation, an oil and gas company. 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.

F. Bryson Farrill. He has been in the securities industry for more than 30 years. Mr. Farrill has held various senior positions, including that of President and Chairman of McLeod, Young, Weir International, an investment . . .

During the last three years, we have issued the following securities without registration under the Securities Act:

In August 2004, we completed an offering of 1,000,000 shares of our common stock to approximately 29 investors for a total purchase price of $40,000 ($0.04 per share) in accordance with Rule 504 of Regulation D under the Securities Act. The shares were registered by qualification under the securities laws of Nevada.

In December 2006, we issued and sold to Hampton Park Capital LLC 1,000,000 units of our securities, each unit consisting of one share of common stock and one share purchase warrant, for a total purchase price of $1,000,000 ($1.00 per unit), pursuant to the exemption from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The exercise price of the warrants is $2.50 per share. The proceeds of the sale were loaned to UniverCompany.

In July 2007, we received $500,000 from a European institutional investor in exchange for 142,857 units consisting of one common share and a half of a purchase warrant. Each full purchase warrant is exercisable into one common share at $7.50 each.

Item 3.02.

On August 27, 2007, the Company obligated itself to issue 15,000,000 shares of common stock, representing approximately 26.7% of the Company's outstanding shares of common stock, to the UniverCompany Shareholder, Evgeny Belchenko, in exchange for 100% of the issued and outstanding shares of common stock 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, 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 26.7% of the Company's outstanding common stock, Evgeny Belchenko became the principal stockholder of the Registrant.

(a) Financial Statements of business acquired. F-1

(1) Report of Independent Registered Accounting Firm F-3

(2) Balance Sheets dated as of December 31, 2007 and F-4 December 31, 2006

(3) Statements of Income for the fiscal years ended F-5 December 31, 2007 and December 31, 2006

(4) Statements of Changes in Members' Equity (Deficit) at December 31, 2007 and December 31, 2006 F-6 2007

(5) Statements of Cash Flows for the fiscal years F-7 ended December 31, 2007 and December 31, 2006

(6) Notes to the Financial Statements F-8

(b) All Pro Forma financial information will be filed by an amendment to this Report.

(c) Exhibits