8-K
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): November 13, 2006
(Exact
name of Registrant as specified in its charter)
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Nevada
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0-51197
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98-0400208
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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245
Park
Avenue, 24th
and
39th
Floors
(Address
of principal executive offices)
(Registrant's
Telephone Number, Including Area Code)
Sockeye
Seafood Group, Inc.
Suite
400
- 601 W. Broadway
Vancouver,
B.C., Canada V5Z 4C2
(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)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
Merger
with Stargold Mines, Inc.
On
November 13, 2006, Sockeye Seafood Group, Inc., a Nevada corporation (the
“Registrant”), entered into a Plan and Agreement of Merger with its 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 the Registrant on November 8, 2006 for the sole purpose of
entering into such merger.
Pursuant
to such Plan and Agreement of Merger, the Subsidiary agreed to merge with and
into the Registrant, with the Registrant as the surviving corporation. The
separate existence of the Subsidiary was to cease from and after the effective
date of the merger. The present Articles of Incorporation of the Registrant
were
to continue in full force and effect after the effective date of the merger,
except that the name of the Registrant was to have changed to “Stargold Mines,
Inc.” Each issued share of the common stock of the Subsidiary was, from and
after the effective time of the merger, to have been converted into one share
of
the common stock of the surviving corporation. Such merger was to be made
pursuant to the provisions of Section 92A.180 of the Nevada Revised Statutes,
which provides that a parent corporation owning at least 90% of the outstanding
shares of each class of a subsidiary corporation may merge the subsidiary into
itself without obtaining the approval of the shareholders of the parent
corporation or the subsidiary corporation.
The
merger was consummated on November 23, 2006. On such date, the Registrant filed
with the Secretary of State of Nevada an Articles of Merger, pursuant to which
the Subsidiary merged with and into the Registrant in accordance with the Plan
of Merger. Pursuant to the Articles of Merger, the Registrant also changed
its
name from “Sockeye Seafood Group, Inc.” to “Stargold Mines, Inc.”
For
all
the terms and conditions of the Plan and Agreement of Merger and the Articles
of
Merger, reference is hereby made to such documents annexed hereto, respectively,
as Exhibits 10.1 and 3.1. All statements made herein concerning the foregoing
documents are qualified by references to said exhibits.
Acquisition
of UniverCompany Limited Liability Company
On
November 30, 2006, the Registrant entered into a Stock Purchase Agreement with
UniverCompany Limited Liability Company, a Russian limited liability society
(“UniverCompany”), and the two shareholders of UniverCompany, Lipatov Valeriy
and
Belchenko
Eugene. Pursuant to the Stock Purchase Agreement, the Registrant agreed to
purchase from shareholders of UniverCompany 100% of the issued and outstanding
shares of common stock of UniverCompany. In consideration therefor, the
Registrant will issue to the shareholders of UniverCompany 41,000,000 shares
of
the Registrant’s common stock.
The
consummation of such transactions will take place at a closing to be held at
a
later date. Such closing will not take place unless and until certain conditions
have occurred. If and when the transaction is consummated, the Registrant will
file a Form 8-K/A to disclose the details of the consummation of the business
combination and the business of UniverCompany, together with all other material
items of disclosure, including without limitation, audited financial statements
of UniverCompany. The conditions to the closing include, among other events,
the
following: the Registrant shall have completed its due diligence investigation
of UniverCompany to its satisfaction; and there shall have been prepared audited
financial statements and other information of UniverCompany required to be
filed
with the Securities and Exchange Commission on the Registrant’s Form 8-K/A in
connection with the closing. Either the Registrant or the shareholders of
UniverCompany may terminate the Stock Purchase Agreement if the conditions
to
closing have not been satisfied within 90 days after the date of the agreement.
On
December 1, 2006, the Registrant loaned $1,000,000 to UniverCompany. The loaned
funds had been raised by the Registrant from its sale to Hampton Park Capital
LLC of 1,000,000 units of the Registrant’s securities, each unit consisting 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. The purchase price of
each unit was $1.00, amounting in the aggregate to $1,000,000 for all 1,000,000
units sold.
For
all
the terms of the Stock Purchase Agreement, reference is hereby made to such
agreement annexed hereto as Exhibit 10.2. All statements made herein concerning
such agreement are qualified by references to said exhibit.
Section
3 - Securities and Trading Markets
Item
3.03 Material Modification to Rights of Security Holders
The
disclosure set forth above under Item 1.01 (Entry into a Material Definitive
Agreement) is hereby incorporated by reference into this Item 3.03.
Forward
Stock Split
Simultaneously
with its merger with Stargold Mines, Inc., the Registrant filed with the
Secretary of State of Nevada a Certificate of Change, effective as of November
23, 2006. As discussed below, pursuant to such Certificate of Change, the
Registrant implemented a one for forty (1:40) forward stock split and increased
its authorized shares of common stock on a corresponding basis.
As
a
result of the forward stock split provided for in the Certificate of Change,
shares of common stock held by each holder of record on November 23, 2006 were
automatically split at the rate of
one
for
forty (1:40), so that each pre-split share of the Registrant was automatically
equal to forty post-split shares without any further action on the part of
the
shareholders. Each stock certificate issued prior to November 23, 2006, from
and
after such date, automatically (and without the necessity of presenting the
same
for exchange) represents that number of shares of common stock into which the
shares represented by such certificate were reclassified pursuant to the forward
stock split. Each stockholder of record of a certificate that represented shares
of common stock prior to November 23, 2006, shall receive, upon surrender of
such certificate, a new certificate representing the number of shares of common
stock immediately after the forward stock split. The number of shares of common
stock issued and outstanding prior to the forward split was 2,000,000 shares.
After the forward split, the number of shares of common stock issued and
outstanding will be 80,000,000 shares.
The
Certificate of Change also increased the number of authorized shares of common
stock of the Registrant 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 $0.001.
For
all
the terms and conditions of the Certificate of Change, reference is hereby
made
to such certificate annexed hereto as Exhibit 3.2. All statements made herein
concerning the foregoing document are qualified by references to said
exhibit.
Issuance
of Shares
On
December 1, 2006, the Registrant issued 1,000,000 shares of its common stock
to
Hampton Park Capital LLC. The foregoing shares were issued pursuant to a
Subscription Agreement, dated December 1, 2006, pursuant to which Hampton Park
Capital LLC purchased 1,000,000 units of the Registrant’s securities, each unit
consisting 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.
The
purchase price of each unit was $1.00, amounting in the aggregate to $1,000,000
for all 1,000,000 units sold. Such shares were issued under Section 4(2) of
the
Securities Act of 1933, as amended.
Pursuant
to such Subscription Agreement, the Registrant agreed that, within six months
from the date that the Registrant raises aggregate gross proceeds of $10,000,000
from its sale of units, it shall prepare and file with the Securities and
Exchange Commission a registration statement relating to the re-sale of the
shares and the shares underlying the warrants under the Securities Act of 1933.
If the registration statement is not filed by the seventh month after such
date, then the Registrant will pay Hampton Capital Park LLC an amount equal
to
1% of the purchase price of the units for each month after the Closing that
the
Registration Statement is not filed with the Securities and Exchange
Commission.
For
all
the terms of the Subscription Agreement, reference is hereby made to such
agreement annexed hereto as Exhibit 10.3. All statements made herein concerning
such agreement are qualified by references to said exhibit.
Section
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The
disclosures set forth above under Items 1.01 (Entry into a Material Definitive
Agreement) and 3.03 (Material Modification to Rights of Security Holders) are
hereby incorporated by reference into this Item 5.03.
As
discussed above under Item 1.01 (Entry Into a Material Definitive Agreement),
on
November 23, 2006, the Registrant filed with the Secretary of State of Nevada
an
Articles of Merger, pursuant to which the Subsidiary merged with and into the
Registrant, with the Registrant as the surviving corporation. Pursuant to such
Articles of Merger, the Registrant changed its name from “Sockeye Seafood Group,
Inc.” to “Stargold Mines, Inc.” Except for the foregoing name change, the
Articles of Incorporation of the Registrant continued in full force and effect
after the effective date of the merger.
As
discussed above under Item 3.03, on November 23, 2006, the Registrant also
filed
with the Nevada Secretary of State a Certificate of Change. Pursuant to such
Certificate of Change, the number of authorized shares of common stock of the
Registrant were increased from 25,000,000 shares, par value $0.001, to
1,000,000,000 shares, par value $0.001.
For
all
the terms and conditions of the Articles of Merger and the Certificate of
Change, reference is hereby made to such certificates annexed hereto,
respectively, as Exhibits 3.1 and 3.2. All statements made herein concerning
the
foregoing documents are qualified by references to said exhibits.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
| (a) |
Financial
Statements of business acquired.
Not
applicable
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| (b) |
Pro
forma financial
information.
Not
applicable
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| Exhibit
3.1 |
Articles
of Merger, filed with the Nevada Secretary of State on November 21,
2006,
effective as of November 23, 2006*
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| Exhibit
3.2 |
Certificate
of Change, filed with the Nevada Secretary of State on November 20,
2006,
effective as of November 23, 2006*
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| Exhibit
3.3 |
Articles
of Incorporation, filed with the Nevada Secretary of State on May
21,
2003**
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| Exhibit
10.1 |
Plan
and Agreement of Merger, dated November 13, 2006, between Sockeye
Seafood
Group, Inc. and Stargold Mines,
Inc.*
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| Exhibit
10.2 |
Stock
Purchase Agreement, dated November 30, 2006, among Stargold Mines,
Inc.,
UniverCompany Limited Liability Company, Lipatov Valeriy and Belchenko
Eugene*
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| Exhibit
10.3 |
Subscription
Agreement, dated December 1, 2006, between Stargold Mines, Inc. and
Hampton Park Capital LLC*
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| ** |
Previously
filed with the Securities and Exchange Commission as exhibit 3.1
to the
Registration Statement on Form 10SB12G, filed on March 11, 2005,
and
incorporated herein by reference.
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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:
December 4, 2006
STARGOLD
MINES, INC.
(Registrant)
Name: Marcus
Segal
Title:
Chief
Executive Officer, Chief Financial Officer,
Secretary, Principal Accounting Officer,
and Director