UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
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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245
Park
Avenue, 24th
and
39th
Floors
New
York,
New York 10167
(Address
of principal executive offices)
212-792-4334
(Registrant's
Telephone Number, Including Area Code)
(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):
|_|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
|_|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Section
4. Matters Related to Accountants and Financial Statements
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 24, 2007, Stargold Mines, Inc. (the “Registrant”) changed its principal
independent accountants. On such date, 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
decision to change accountants was recommended and approved by the Registrant’s
Board of Directors.
The
Termination of Chang G. Park, CPA
Chang
G.
Park, CPA was the independent registered public accounting firm from August
4,
2006 until its dismissal on January 24, 2007. None of Chang G. Park, CPA’s
reports on the Registrant’s financial statements during such time period and
until January 24, 2007, and none of the reports by the Registrant’s principal
independent accountants during either of the Registrant’s 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 the Registrant’s principal independent
accountants.
The
Registrant has provided Chang G. Park, CPA with a copy of this disclosure and
has requested that Chang G. Park, CPA furnish it with a letter addressed to
the
U.S. Securities and Exchange Commission stating whether it agrees with the
above
statements, and if not, stating the respects in which it does not agree. A
copy
of the letter from Chang G. Park, CPA addressed to the SEC dated January 25,
2007 is filed as Exhibit 16.1 to this current report on Form 8-K.
The
Engagement of SF Partnership, LLP
Prior
to
January 24, 2007, the date that SF Partnership, LLP was retained as the
principal independent accountants of the Registrant:
(1)
The
Registrant did not consult SF Partnership, LLP regarding either the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on Registrant’s
financial statements;
(2)
Neither a written report nor oral advice was provided to the Registrant by
SF
Partnership, LLP that they concluded was an important factor considered by
the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue; and
(3)
The
Registrant did not consult SF Partnership, LLP regarding any matter that was
either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of
Regulation S-B and the related instructions) or any of the reportable events
set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B.
Section
9. Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements - Not Applicable
(b)
Pro
forma Financial Information - Not Applicable
(c)
Exhibits
Exhibits 16.1 Letter, dated January 25, 2007, from Chang G. Park,
CPA to the Securities and Exchange Commission.
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:
January 26, 2007
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STARGOLD MINES, INC. |
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(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, |
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Secretary, Principal Accounting Officer,
and Director |