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EX-32.1 - J.D. HUTT Corpex321.htm
EX-31.2 - J.D. HUTT Corpex312.htm
EX-31.1 - J.D. HUTT Corpex311.htm
EX-32.2 - J.D. HUTT Corpex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A


[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

  
 

For the fiscal year ended December 31, 2009

  

[     ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934


For the transition period from _____________ to _____________


Commission file number: 000-53434


GOLD STANDARD MINING CORP.

(Exact name of registrant as specified in its charter)

   

                   Nevada                  

 

                  41-2264890              

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

   

28036 Dorothy Drive, Suite 307

  

Agoura Hills, California

 

                  91301               

(Address of principal executive office)

 

Zip Code


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Name of each exchange on which registered


         None

                 None


Securities registered pursuant to Section 12(g) of the Act:


Common stock, $0.0001 par value


(Title of class)


Indicate by check mark is the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   £ Yes    T No


Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

 £ Yes    T No

1





Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months  (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 £ Yes    T No


Indicate by checkmark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporate by reference in Part III of this From 10-K or any amendment to this Form 10-K.    _____\


Indicate by checkmark wither the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ____


Accelerated filer ____

  

Non-accelerated filer ___ ( Do not check if a smaller                                                 reporting company)

Smaller reporting company      X    


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

 £Yes   T No


The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was: $0.


The number of shares outstanding of each of the registrant’s classes of common stock, as of December 31, 2009 was 142,699,522 shares.



2





CROSS REFERENCE SHEET

  

PAGE

   

Item 1

Business

4

   

Item 1A

RISK FACTORS

19

   

Item 2

PROPERTIES

22

   

Item 3

LEGAL PROCEEDINGS

22

   

Item 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

22

   

Item 5

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASES OF EQUITY SECURITIES

22

   

Item 6

SELECTED FINANCIAL DATA

24

   

Item 7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

25

   

Item 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

26

   

Item 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

26

   

Item 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

26

   

Item 9A

CONTROLS AND PROCEDURES

26

   

Item 9A(T)

CONTROLS AND PROCEDURES

27

   

Item 9B

OTHER INFORMATION

27

   

Item 10

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

27

   

Item 11

EXECUTIVE COMPENSATION

29

   

Item 12

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

29

   

Item 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.


31

   

Item 14

PRINCIPAL ACCOUNTING FEES AND SERVICES

31

   

Item 15

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

32

   
 

SIGNATURES

42



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PART I


Item 1.  BUSINESS


BUSINESS DEVELOPMENT


The Company, formerly known as Fluid Solutions, Inc., was incorporated in Nevada on December 11, 2007.  The Company’s fiscal year end is December 31.  The Company has never been in bankruptcy, receivership or any similar proceeding.  


In February 2009, Gold Standard Mining Corp., a Wyoming corporation, entered into an agreement with Rosszoloto Co.,Ltd., a Russian limited liability company, to exchange all of Rosszoloto’s outstanding shares, held by its sole shareholder, Araik, Khachatrian, for shares of the Wyoming corporation.  The exchange transaction is pending review and approval by the Russian regulatory authorities.  On May 6, 2009, the registrant entered into a material definitive agreement with the Wyoming corporation, by which the registrant acquired 100% of the outstanding common stock of Gold Standard Mining Corp.  in exchange for 20 million shares of company common stock and Pantelis Zachos retired 19,800,000 shares of common stock to the company treasury.   On June 18, 2009, the agreement was amended to reflect the originally agreed 30 million share purchase price,  that could not be issued at the time because of the lack of authorized common share capital.  As a result of the acquisition, the company has changed its plan of operations to the mining of precious metals.


Pursuant to the agreement, the registrant has issued 30 million shares in exchange for all of the issued and outstanding shares of the Wyoming corporation, which is in the process of acquiring Ross Zoloto, a company which is engaged in the business of running a producing gold mine in Zeya, Russia, in far eastern Russia on the border between Russia and China.


On May 6, 2009, Agata Gotova, Araik Khachatrian, and Zurab Chachavadze were appointed as directors of the company and Araik Khachatrian was appointed as Chief Operating Officer of the company.  On May 18, 2009, we changed our name to Gold Standard Mining Corp. and effected a 3.3-1 forward split of our common share capital.


BUSINESS


Gold Standard Mining Corp. is a publicly held Nevada corporation, whose common stock trades on the over-the-counter bulletin board under the trading symbol, “GSTP.”  The company’s operating subsidiary, Gold Standard Mining of Wyoming, is acquiring Rosszoloto, a Russian company which operates a producing gold mine in the far east of Russia near the Russo-Sino border.  Rosszoloto produces gold from its alluvial mining operation on 12 claims with gold reserves of 3186 kilograms, with a gold content of 2 to 10 grams per ton and a gold standard of 763 to 933.


FORWARD LOOKING STATEMENTS


This annual report and the exhibits attached hereto contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern the Company's anticipated results and developments in the Company's operations in future periods, planned exploration of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.


Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “believes” or “does not believe”, "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

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risks related to our proposed mineral operations being subject to government regulation;


risks related to our ability to obtain additional capital to develop our proposed resources, if any;


risks related to our proposed mineral exploration activities;


risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;


risks related to the competitive industry of mineral exploration;


risks related to our title and rights in our proposed mineral properties;


risks related to the possible dilution of our common stock from additional financing activities; and


risks related to fluctuations of the price of our shares of common stock.


THE MINING INDUSTRY


Market prices of gold have been on a continual rise since 2003, when gold traded for around $320 per ounce, to record breaking prices approaching $1,000 per ounce in 2009.  With the current economic crisis, many experts have predicted a $2,000 per ounce gold price.


Russia is the fifth largest producer of gold in the world, and holds the second largest in gold reserves.  $240 billion was invested in Russian base metal transactions in 2008.  Explored gold fields in Russia contain over 7,000 tons of gold.  Most of the gold we have extracted is placer gold, of which 60% of these resources are in the Russian Far East and eastern Siberia.  Total gold produced  in 2008 was approximately 184 tons.  The Amur region is currently the fourth in gold production of Russia’s 11 gold producing regions.  Western owned gold companies accounted for approximately 21% of the country’s gold production in 2008.  Gold reserve life in Russian significantly exceeds that of the West.  


ROSSZOLOTO ACQUISITION


With the acquisition of Gold Standard Mining (Wyoming), the company acquired an agreement whereby Gold Standard Wyoming  is acquiring 100% of the outstanding securities of Rosszoloto Co.,Ltd.


Rosszoloto has averaged approximately $22 million in annual revenues and $8 million in annual profits the previous two fiscal years.  It has three sources of sales for its gold, at prices indexed to the market rate; the Russian Central Bank, the Russian Savings Bank, and its gold broker in London.  Its primary customer is the Russian Savings Bank.


Rosszoloto licenses its mining claims each from the Russian Government.  The license for Snezhinka expires in 2030, and the license for Elnichnoe expires in 2019.  Both licenses can be renewed at the election of the company, provided their terms are being performed.  IN exchange for the licenses, Rosszoloto is obligated to pay a 3% fee for any exploration activities.  Fees are 2.6% on all gold extracted, and 2-4% of gold extracted in unexplored areas, for a total payment of up to 6.6%.  In addition, on any properties that the Russian government has expended costs on research and exploration, Rosszoloto is obligated to pay a fee of 7.8% of all gold produced, unless it refunds the government’s costs or conducts its own research and exploration.  Rosszoloto has a staff of 200 gold miners and owns 25 pieces of heavy machinery.  Currently it is producing gold from alluvial deposits but its principal reserves are in hard rock.  Fixed expenses, including fuel cost, equipment maintenance and labor are approximately 25%.


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Russian mineral rights are owned by the government and licensed to enterprises such as Rosszoloto.  Our mineral deposits have been tested and evaluated by the government of the Russian Federation, which uses a different classification of resources and reserves than the United States.  Therefore, we have not included reserves on our properties as reported under the Russian system.  The Russian mineral resource and reserve reporting is split into two categories; “resources” and “reserves;” depending on the level of exploration.  Mineral resources are in situ estimates based on geological evidence with preliminary technical and economic assessments sufficient to show that there are reasonable prospects for eventual economic extraction.  Mineral reserves are the economically mineable part of a mineral resource, having taken into account all dilution and recovery factors and technical and economic studies having been carried out in sufficient detail to demonstrate that extraction can reasonably be justified.  The categories of resources and reserves are split into the following sub-categories:


Resources:


-

P3: No supporting evidence

-

P2: Evidence from geophysics/geochemistry/mapping

-

P1: Limited drill hole, trench sampling and outcrop data


Reserves:


-

C2: Systematic sampling, ancillary studies

-

C1: Closer-spaced sampling, more detailed ancillary studies

-

B: Close-spaced exploration or partly blocked out in mine

-

A: Generally blocked out ore in a producing mine


The Pan European Reserves and Resources Reporting Committee (PERC) have published Western equivalent estimates of reserves and resources reported under the Russian Mineral Resource and Reserve Reporting System as follows:

C1, A,B: Measured, indicated

C2: Indicated/inferred

P1: Inferred/exploration results

P2, P3: Exploration results

Elnichnoe Mineral Deposit


Location


The Elnichnoe Mineral Deposit is located in the district of Zeya, Amur Region of the Russian Federation, approximately 8.3 miles east of the town of Algach.  The Elnichnoye ore deposit is located in the Zejsky district of the Amur region within the following coordinates;



1.

NW 55°55'15"and EL 123°42'15"

2.

NW 55°55'10" and EL 123°53'45"

3.

NW 55°50 '50"  and EL 123°5 3'40"

4.

NW 55°50'55" and EL 123°42'10"

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The main port of entry into Blagoveshchensk is the Ignatyevo airport.  From there airline flights arrive from Moscow and other neighboring cities of the Russian Federation.  Road travel to the property entails driving west on the federal road, “Moscow-Vladivostok,” approximately 600 km from the city of Blagoveshchensk. The property is located approximately 90 kilometers southeast of the town Zeya. The property is serviced by walking and motorcycle trails.  There are no established roads accessing the property, which must be accessed by four wheel drive vehicles.




[f10ka093009001.jpg]

[f10ka093009002.jpg]

Map of Snezhinka and Elnichnoe locations in the Amur Region, August 2009


License


Rosszoloto holds a license from the Russian Federation, No. BLG 03123 BG, registered October 5, 2009, for “exploration and gold ore development” to explore and exploit the Elnichnoye property until 2019. The license gives the company the right to use the mineral resources of the gold ore deposit in the valley of Elnichny stream, of the Maly Nimogin’s right feeder in the Zeyskiy district of the Amur region, in a 184 square kilometer area, to a depth of 200 meters.  The licensed area consists of three square kilometers.  The company has a land lease of  60 hectares of surface land from the Russian Federation for the purpose of accessing the licensed property, at the rate of 172,147.16 Russian Rubles per year (approximately $5700.00).


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The company is obligated to pay a 3% fee for any exploration activities.  Production fees are 2.6% on all produced gold, and 2-4% of gold production for unexplored areas, for a total payment on production of up to 6.6%.  In addition, on any properties that the Russian government has expended costs on research and exploration, the company is obligated to pay a fee of 7.8% of all gold produced, unless it refunds the government’s costs or conducts its own research and exploration.  The company has a staff of 200 gold miners and owns 25 pieces of heavy machinery.  The company is also obligated to begin further exploration work on the property and conclude such work by the fourth quarter of 2011, and to begin mining gold in 2010 with an annual output level of 3,000 kilograms.  The company is currently mining alluvial gold on the property.  The company’s predecessor in interest, a now defunct affiliated company of our Chief Operations Officer, Araik Khachatrian, acquired the license with a one time payment of 800,000,000 Russian Rubles.


History


The beginning of geological research of the area began with opening and working  rich gold-bearing scatterings in the basin of the Zeya River in the middle of the 20th century.  In 1898-1914 research was performed by the Geological committee of P.K.Javorovsky, M.M.Ivanov, P.B.Rippas, J.A.Makerov, E.E.Anert and others, in the basin of the Zeya River.


In 1928-1935 some isolated geological research was done in Zejskiy district by E.E.Anert,  G.V.Holmov  and G.E.Bykov . The geological mapping of the territory began in the thirties. In 1936 in the basin of the average current of the Zeya River A.A.Kirillov did a geological survey on a scale of 1:200.  In 1939 the Depskaya expedition consisting of J.A.Odinec, V.N.Fedortsev, E.A.Fedorov did a geological survey of scale 1:100 in the basins of the Dep River and the Tynda River. According to the results of researches of I948-I95I in 1954 M.S.Nagibina's summary work "Stratigraphy of Paleozoic of the Zeya-Selemdzhinsky interfluve was published.


In 1935 under the guidance of M.G.Organov, a complex ­ engineering-geological survey on the Zeya River from the Zeya to the mouth of the Giluy River was done. The research was done ­ on the site of the projected hydroelectric power station by O.S.Podkaminer.  In 1955 the geological survey of scale 1:200 was done by the party DVGU under the guidance of N.P.Savrasov.  In 1957 route thematic researches in the area of "zeisky break" were made by L.I.Alekseev and V.A.Rudnik.


In 1958 the systematic geological mapping of the Zeisky district was undertaken on the scale of 1:200 000. The territory to the north from the area was mapped by V.S.Fedorovskiy,  to the West  by M.V.Pavlenko and to the east by V.Shihanov , to the southeast  byV.F.Zubkovym  and A.A.Majboroda .


In 1960-1961 a geological survey  of 25 square kilometers was finished  by Mamontov. Geological mapping on the scale of  1:200 000 was done in a complex with aerial photographs, and an aeromagnetic ­survey.


Artisanal gold mining within the licensing area has been taking place since the 1930’s. The Otradny deposit was operated with breaks from 1935 till 1980. The gold mining volume was about 700 kilograms  The deposit had been operated since 1937.


During the latest period the Ubileynaya prospecting artel (1994-1996) owned the license for works, followed by Amur Gold (1997) and then the Bryanta artel (2000-2003).


Geology


The geological structure of the site includes the adjournments of Mesozoic and Cenozoic ages.  


The deposits of the  quaternary system are presented by flood-plain and run-of-river alluvium as well as deposits of the high floodplain, which are characterized by the prevalence of small granulometric fractions. Here, the presence of thin ¬ horizontal layers  of grey fine-grained sand and sandy loams are present.


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Intrusive rocks occupy a small territory in the central part of the property and are presented by a united complex of sub volcanic rocks of the cretaceous age.  Quartz diorites are widespread in the area, from  Mesozoic  and -Paleozoic sedimentary formations and slates .  


Mineralization in the licensed area includes gold, silver, molybdenum and copper.  


Infrastructure


The closest town with an available labor force is Zeya, some 90 kilometers from the site.  The dam on the Zeya River is the main economic focus for the town, with forestry, gold mining and agriculture also conducted in the area. The town therefore is capable of supplying unskilled and skilled labor force.


The company has a working alluvial mine on the property with water and power, dormitories for 60 people, a bathhouse, a cafeteria, a workshop and a power station.  Rosszoloto owns suction dredges and nine other specialized mining tools, 15 “Ural” trucks, 10 Caterpillar and Kamatsu tractors, and garage, and smelting factory for its alluvial gold mining operation.  All equipment is maintained in a good state of repair.


All exploration costs to date have been borne by the Russian government and Rosszolto’s predecessor in interest.  There are no known reserves on the property that can be expressed in terms other than the Russian Mineral Resource and Reserve Reporting System and none are expressed.  The program for the property is, therefore, exploratory in nature.


During the year ended December 31, 2009, we extracted approximately 1039 kilograms of alluvial gold during our exploration program.


Snezhinka Mineral Deposit


Location


The Snezhinka mineral deposit covers a 20 square kilometer area in the Skovorodinsky District of the Amur Region,  and is situated approximately 11 miles south of the town of Erofey-Pavlovich.  The main port of entry into Blagoveshchensk is the Ignatyevo airport.  From there airline flights arrive from Moscow and other neighboring cities of the Russian Federation.  Road travel to the property entails driving west on the federal road, “Moscow-Vladivostok,” approximately 750 km from the city of Blagoveshchensk.  The property is located 15 km from the federal road where electrical power is also accessible, approximately 30 miles south of the town of Erofey-Pavlovich.  The property is serviced by walking and motorcycle trails.  There are no established roads accessing the property.  There is a railroad station for the Trans-Siberia Railway in the town of Erofej Pavlovich.


The property is situated in the middle reach of the Urka River basin (the left tributary of the Amur River) and covers the upper reaches of the Priiskatelsky Creek, Glubokiy Creek (right tributaries of the Malaya Urka River) and right bank of the Urka River and its right tributary, the Ayachi River, on the territory of Skovorodinsky District, Amur Region, identified by the following geographic coordinates:


1)

54°15'50" North Latitude and 121°56'30" East Longitude

2)

54°15'20" North Latitude and 121°58'15" East Longitude

3)

54°09'40" North Latitude and 121°51'40" East Longitude

4)

54°10'00" North Latitude and 121°52'30" East Longitude


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License


Rosszoloto holds a license from the Russian Federation, No. BLG 02511 BR,  registered October 5, 2009, to explore and extract gold within the Snezhinka ore field until 2030.  Total space is 20 square km. There are no any limits in the depth of the lease.  The license for the right to use mineral resources within the Snezhinskoye ore field on the territory of Skovorodinsky area, Amur region is granted to RossZoloto as the successor of the previous owner of the license “PHOENIX” Gold Mining Co, Ltd. The license was granted to RossZoloto in accordance with the Order of the head of the Mineral Wealth Exploitation Administration of the Amur region on September 29, 2009.


The company is obligated to pay a 3% fee for any exploration activities.  Production fees are 2.6% on all produced gold, and 2-4% of gold production for unexplored areas, for a total payment on production of up to 6.6%.  In addition, on any properties that the Russian government has expended costs on research and exploration, the company is obligated to pay a fee of 7.8% of all gold produced, unless it refunds the government’s costs or conducts its own research and exploration.   The company has surface rights pursuant to a separate land lease from the Russian Federation, to access the licensed property, on 26.96 hectares of surface area, at the rate of 163,856.85 Russian Rubles per year (approximately $5460.00).


The company is obligated by the license to perform a prospecting and evaluation program by June 30, 2009, start geological examination of the property by December 31, 2009, and complete prospecting and evaluation of the property by December 31, 2011, and have an exploration program established with the calculation of preliminary estimate of ore mineral reserves by June 30, 2012.  The company is obligated by the license to prepare a field development program by December 31, 2016, and to begin mining at the rate of a minimum of 3,000 kilograms per year by December 31, 2018.


History


The first information about geological structure of the district appeared with the beginning of development of alluvial deposits of gold in the end of the 19th century. In 1885 a placer mine for extraction of gold from the Mylnikov brook alluvial deposit was constructed. Later in 1913-1940 artisanal miners recovered small volumes of gold from alluvial deposits on the Urka River and the Malaya Urka River, and on the Priiskatelsky, Naaldy, Ilichi and Gorny brooks. This was done by the open pit method. The type, volume and grade of mined by the artisanal miners is unknown, as the data was not recorded.


More intensive exploration for alluvial gold began in 1930, was suspended in 1941, and resumed after the end of World War II.  In 1937-1938 in the basin of the Urka River the slime approbation of scale 1:1000000 was done as a result some points with signs of gold revealed (Sofronov, 1959).


The systematized information of geological structure of the district appeared only after carrying out of field surveying works in the second half of the twentieth century.  In 1959 an aeromagnetic shooting of scale 1:25000 was executed. As a result of these works the general information of geological structure of the district was received and its availability on revealing iron-ore deposits was defined (Ignatyev, Fizhenko and others, 1959).


In 1960-1962 geological mapping in the area included 1:200,000 reconnaissance maps by Chichatkinskaya party CHGU under the direction of L. P. Fedorenko. This work formed the basis for the edition of sheet N-51-XIV of the Russian State geological map of scale 1:200,000.


At this time (1960-1962) in the basin of the middle and high courses of the Urka River prospecting works were done to the  scale of 1:25,000 . As a result of these works the effusive field contours were specified, and the disruptive tectonics was examined in detail.  A radiometric anomaly check revealed uranium ore in Svetloye.


In 1963 party No. 131 of the Sosnovskaya expedition performed search works on a scale of 1:25,000 in the basin of the Urka River . Within  the examined area qualification of the uranium ore show findings in Svetloye were performed.  The uranium present was determined to be of a non-industrial grade.  In the process of uranium works visible gold in quartz veins was revealed. But in connection with a highly specialized orientation of works approbation of gold was not done.


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In 1965-1966 on the adjacent area, the Amutkachinskaya party did geological mapping on a scale of 1:50,000 The ore-bearing structures revealed included a zone of tungsten mineralization in the Sergeevskoye ore show and also a wide development of vulcanites formed the basis for making a specialized survey of scale 1:50,000 in 1967-1968.


In 1966 the Sosnovy team of the Аmutkachinskaya party carried out mining in the M. Omutnaya River area.  As a result of these works 5 uranium-thorium anomalies were revealed. Data from this mining revealed spatial abutment of uranium mineralization in black mica granites with gneisses and amphibolites.


In 1967-1968, the Verkhne-Amutkachinskaya party of the Zeiskaya hydroelectric power plant made a specialized geological survey of a scale 1:50,000 (Stark, 1969). As a result of these works the stratigraphic scheme of volcanogenic formations was detailedand subvolcanic intrusions were examined in different ways. The ore bodies with an increased concentration of gold on Svetloye and Snezhinka ore shows were opened and disclosed.  In addition the area of works was covered by slime approbation and lithochemical survey on the ground streams of scale 1:50,000 with pitch of sampling of 150 meters. Uranium, lead, copper and silver blasts are revealed, but the given tests of gold were not analyzed. On the territory of Svetloye and Snezhinka   on the areas of 1.1 and 1.2 square kilometers lithochemical survey was made on secondary diffuse halations of scale 1:10,000 and partially 1:50,000. On the territory of Snezhinka, halations of gold with a content up to 7 grams per ton were revealed.

In 1972 and in 1988-1989 on the territory of sheet N-51-XIV, a gravimetric survey of scale 1:200,000 was made by the East Geophysical Trust and Irkutskgeofizika.  Basic elements of the structural structure of the area were determined and the partition of the basic complexes of rocks was done according to their density properties .

In 1993 I.M.Derbeko carried out the evaluation of forecasting resources of placer gold of the Amur region. AOZT Amur-Dore carried out exploratory works of placer gold in the basin of the Urka River in 1994-1996. Alluvial deposits of gold (reserves according to categories in kg) were explored: the Urka River.

In 1997 the Amur Region Committee of Natural Resources carried out a forecasting evaluation of alluvial gold resources and reserve  and resource estimates were made pursuant to the Russian Mineral Reserve and Resource Reporting System.  


Geology


The Urkinsky gold ore show belongs to the late Mesozoic inland  volcanic-plutonic zone of Transbaikalia – Upper Priamurje. The South-Urushinsky fracture stretches from the neighboring territory to basin of the upstream the Maly Urka River and then to basin of the Uktuun stream. The fracture stops the spreading of quartz porphyry from the South. The fracture is expressed by a series of sub parallel fractures and processes of argillization and silicification.


The central fracture stretches from the neighboring territory along the right bank of the Maly Urka River (Snezhinka site). It is moved to the South in the southwest side by cross Omutninsko-Kudikansky fracture. It is underlined by the zone of argillizated effusive and silicificated granites. Series of different dykes stretches along the zones of fractures.


Within the limits of the Snezhinka site, the fracture is presented by several clear zones of cataclastic structure with capacity up to 100 m. The rock is silicificated, sulfide, beresited along the zones.


The Snezhinka ore show is situated in the cluster of the crossing of the Central zone of fractures with the Northwest fracture. The Northern fracture passes through the valley of Priiskatelsky stream; the Svetloye site is located in the zone of Omutninsko-Kudikansky fracture.


Within the classification of tectonic divisions into districts, the licensed area is within the Aldano-Stanovy district. The basic disjunctive structures are presented by South Urushinsky and Central northeast orientation, along which

an intensely sated zone of gold of various structures in width of 3-3.5 km is situated.  


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Recent Exploration


Within the area of Snezhinka  are  the sites Snezhinka, Svetloye, Glubokinskoye, on which basic exploration works have been performed.

SNEZHINKA


The Snezhinka site is located in the central part of the licensed area in the interfleuve of rivers Urkan, Maly Urkan, Urkan, on the right bank of the creek Priiskatelsky. Its area is 1.0 km².


The following exploration  works were performed within the site:


Lithogeochemical approbation  

Search routes with selection of tests

Drifting of ditches

Drilling of chinks

Magnetic- and electrical exploration


The site consists of sub alkaline granites and granosienites of the urkinsky intrusive complex which was broken by dykes of the utkunsky subvolcanic complex. It is supervised by a tectonic zone of northeast orientation.


In the central part of the site there is a field of  hydrothermal-metasomatically changed to full beresites with local zones of silicification and sulfidizing. An anomaly of gold with content to 3-7 hectares per ton is revealed by approbation data over a zone of beresites.


According to the report of Stark-Vasiljev 1963-1968 , a drift gold-placer mine with forecast resources of gold of 770 kg  settles down over a zone of the site Snezhinka, at average capacity of 2-6 m, average width of 350 m, and the average content of gold of 500 mg/m³.  

Alluvial gold in the amount of 1080 kg with average content of 500mg/m³ is expected in the alluvial-proluvial loop (0,6 км²) of Priiskatelsky stream. The thickness of loose sediments is 6 m.

 

From the data of the approbations from intensively silicificated granites within the site, the presence of gold was established in 28 tests (the analysis) in the  quantity from 0.2 to 50 g/t (gram per ton), with an average number on 28 tests – 10.6 g/t. Search routes have established a wide spread of yards and separate blocks of intensively hydrothermally changed granites with gold mineralization. The size of blocks fluctuates from 20-30 to 50-60 sm, the gold content in tests from  diluvial blocks of intensively silicificated granites is 109.2 g/t . The veinlets of visible gold with capacity to 1,0 - 1,5 mm were observed in intensively silicificated granites for the first time (gold content in such tests exceeds 200-300 g/t, according to mineralogists).


10 gold bodies within limits of full beresites with network, sulfidizing, limonitizing on the site of contrasting litho-geochemical anomalies of gold are revealed in the ditches. The extent of bodies tracked by ditches is from first tens to 100 m, (northeast striking). Capacities of ore sections and average content of gold make: 19.0 m – 0.57 g/t; 2.0 m – 2.1 g/t; 1.0 m – 3.6 g/t; 0.7 m – 3.05 g/t; 17.1 m – 0.5 g/t; 7.0 m – 1.5 g/t.


Another body of full beresites, silicificated is revealed on the depth of about 155 m up to a bottom hole. It coordinates with another body of beresites located to the north and containing 6 local gold zones. Gold content in this part of the opened interval of beresites is limited to 2.0 g/t.


12




SVETLOYE


The Svetloye site is located in the southwest of the licensed area on the right bank of river Urka. Its area is 1.0 км². Search works are performed in its limits: were:


Lithogeochemical approbation

Search routes with selection of tests

Drifting of ditches –

Core drilling –  

Magnetic  and electrical exploration


The basic part of the area is combined with porphyry looking biotite sub alkaline granites and granocienites of ayachinsky intrusive complex, broken with numerous dykes of granite-porphyries and granodiorit-porphyries of svetinsky subvolcanic complex. The small block of volkanogenic-sedimentary breeds of urushinskaya strata is mapped in the southern part of the site.


The site is situated in a zone of the Omutnino-Kudikansky break. Ruptures of sublatitudinal, close latitudinal and northeast orientation prevail. Zones of beresites, crushing and hydrothermal change are dated basically for infringements of northeast strike.


In physical fields the bodies of beresite breeds have dome-shaped forms with increase in capacity with depth up to 500 m. The tests showed the content of gold from 0.01 – 6.0 – 102.3 g/t, silver up to 50 g/t.

Visible gold with the form of punching, lenses and strings with capacity of 1.5 mm has been revealed in search routes. Gold is associated with native silver, chalkopyrite, sphalerite, galena, pyrite. The gold content in the test with visible gold, according to the spectral analysis, is 5 g/t.


NORTHERN ZONE (SEVERNAYA)


The extent of the zone is 1250 m, visible capacity – 100-150 m, northeast orientation with sub vertical falling.  It is presented in crushed, fractured, with the various degree elements of beresited granites of the ayachinsky complex.

The zone is studied with ditches in which gold content is established at 0.15; 0.3; 3.5 and 6.0 g/t.


According to the report of Stark-Vasiljev 1969, Northern zone has capacity of 60 m, northeast strike, close-vertical falling. Beresites, silicificated, piritized granites are revealed here. In 5 meter intervals the content was measured at 4.5 g/t to 102.3 g/t of gold.


1st Interval (2 m)

No

No of test

Content of gold (g/t)

1

S – 10a-29

32.4

2

S – 10a-30

14.7

2nd Interval (5 m)

3

S – 10a-38

4.5

4

S – 10a-39

11.7

5

S – 10a-40

1.0

6

S – 10a-41

102.3

7

S – 10a-42

19.4


Gold content is established in 11 tests from 17 in northwest end of the ditch 10 and southeast part of the ditch 10A according to the assay.

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3 tests with the content of 0.2 g/t (S-10-17, S-10-14 and S-10A-32);


2 tests – 0.1 g/t (S-10A-33 and S10A-27) and 0.4 g/t (S-10-11 and S-10A-31);


1 test of each – 0.35 g/t (S-10A-34), 0.8 g/t (S-10-10), 3.5 g/t (S-10-19), 6.0 g/t


(S-10-15), 1.3 g/t (S-10A-36) and 0.8 g/t (S-10A-20).


14





The assay was carried out at the assay office of Tokur mine of the Selemdginsky Mine Administration.


No.

No of the test

Results of the Assay(g/t)

1

5-10a -29

32.4

2

5-10a -30

14.7

3

5-10a -36

1.8

4

5-10a -38

4.5

5

5-10a -39

11.7

6

5-10º -40

1.0

7

5-40-U

18.0

8

5-40-U1

2.6

9

5-10a -41

102.3

10

KP-9-3

63.7

11

KP-133-7

24.0

12

KP-133-11

69.0

13

KP-139-5

11.2

14

5-13-20

3.0

15

5-13-21

1.0

16

5-13-26

0.5

17

5-13-27

0.8

18

5-13-28

29.5

19

5-13-29

0.4

20

5-13-32

0.4

21

5-13-33

1.8

22

5-13-34

3.0

23

5-13-36

1.7

24

C-7-34

7.5

25

5-10-15

6.0

26

5-13-30

33.5

27

5-10-20

0.8

28

5-6-36

3.2

29

5-13-23

1.4

30

5-10-19

3.5

31

5-13-31

1.2

32

5-13-3

0.8

33

5-6-37

1.0

34

5-6-38

2.0

35

5-13-35

1.0

36

2-72

17.8

37

2-76

6.8

38

2-77

0.2

39

2-73

0.4

40

2-69

0.9

41

2-62

0.3

42

2-58

0.2



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CENTRAL ZONE (CENTRALNAYA)


The extent of the zone is 750 m, visible capacity – 50 m, northeast strike, abrupt falling (70-80°) on the northwest up to the vertical. It is studied with ditches (interval – 260 m) and a chink 3.


In the sections the content of gold is established as 0.5 m – 1.15 g/t; 2.0 m – 1.1 g/t; 9.4 m – 1.15 g/t, 5.0 m – 1.02 g/t; 4.3 m – 2.4 g/t; 1.0 m – 7.5 g/t. The maximum content is established in number of 38.5 g/t, dated to interval of the most changed breeds.


Full beresites with quartz veins and pyrite mineralization (to 10 %) were opened in the chink 3 which has been passed in alignment of the ditch 6, in the range of 10,0 – 60m. The body of beresites, opened with the chink, coordinates with similar full beresites established in the ditch 6. Capacity of the body increases with depth what is shown in physical fields. In the same interval a series of dykes settles down. The dykes are of the average and basic structures focused according to the body of beresites.


The gold mineralization is dated for the interval of the most changed beresites in number of 0.1 – 0.5 g/t. The average content of gold on 17.8 m has made 0.183 g/t. On depth of 79.5 – 80.0 m it is opened a dyke of changed spessartites in which gold content is established at 10.2 g/t, silver – 45.9 g/t. This is obviously blind ore body.

Silicification and beresite creating are developed on silicificated granites. Strike of the zone is northeast, capacity reaches 40 m. Ore body (length of 250m, average capacity of 7 m, average content 6.9 g/t) is contoured on the northeast flank of the zone. Gold companion elements are lead, zinc, copper, silver, bismuth.


Ore body is drilled out by results of the assay of furrow tests from ditches C-7, KS-13 and KS-40. Its description is given in the following table:


No of ditch

No

Capacity

Content in the tests

   

Minimal Analysis, g/t

Spectral Analysis, g/t

Assay, g/t

Average, g/t

C-17

C-7-34

0.8

-

5.0

7.5

7.5

S-13

S-13-28

 

6-7

10.0

29.5

 

S-13

S-13-29

2.1

1

0.05

0.4

 

S-13

S-13-30

 

19

1.0

38.5

22.8

S-40

S-40-Y

2.0

-

-

18.0

10.3

S-40

S-40-YI

 

-

-

2.6

 


SOUTHERN ZONE  (YUZHNAYA)


Extent of the Southern zone is 1100 m, visible capacity – 100-150 m, northeast strike. It is studied with search routes and ditches.


Full beresites have capacity of more than 50 m. In ditches content of gold is established from 0.01 to 3.2 g/t. The average content of gold is up 1.15 g/t to capacity of 7.58 m.


On the level of gold content the zone Southern is comparable to the zone Central, and even surpasses it in parameters.


16




NEZHDANNAYA ZONE


This zone is revealed on the closed area of the site by geophysical data. Its extent within the site is 300 m, the general extent is up to 1000 m, and capacity is up to 380 m, northeast orientation. Considerable quantity of dykes of spessartites, zones of piritizing and beresite creating is established within the limits of the zone. We establish the presence of gold mineralization, comparable with mineralization in the Central zone by analogy to the studies with ditches and drilling of zones, characterized by similar geophysical fields.


SVETLOYE


to orient on the largest object for open pit mining with gold content of first tenth g/t;

to consider the presence of blind, powerful, essentially gold-bearing zones of full beresites and local bodies with

             bananz content that is proved by data of the chink 3;

depth of gold mineralization is not less than 200 m;

alluvial deposits of the industrial rank are revealed over ore zones; forecast resources of the deposits (category P2)

             can be estimated at no less than 3 tons;

according to AmurKNII, that has executed analytical researches of several furrow tests  from the ditch 104 of the

             Central zone, the content are as follows:  


platinum – to 0.92  g/t,

rhodium – to 0.5    g/t,

osmium – to 0.037 g/t,   

It can raise the value of ores. There were no any different analytical works on platinoids;


Presence of a silver mineralization with a content up to 104,9 g/t;

The complexity of ores (gold, silver, platinoids) is not excluded.


GLUBOKINSKOYE


The site is located in the northeast of the licensed area in the interfluves of the rivers Malaya Urka, Gluboky stream. Its area is 0.6 km. Search works are performed within its limits. They include:


Search routes;

Drifting of ditches – 565.6 items of m;

Core drilling – 195.0 items of m.;

Lithogeozimic approbation (100*20);

Magnet- and electrical exploration.

Geologic-structural conditions of the site are similar to those of the site Snezhinka, but full beresites have limited development on the surface.


Auras of gold with the content of 0.01-0.03 g/t are revealed by data of lithogeozimic approbations. In stuff tests the content of gold is established from the 100-th to 90.5 g/t.


Low-power zones of beresites are opened in ditches; the gold content in them does not exceed 0.7 g/t.

The chink 2 is broken in the alignment of ditch 14. Hydrothermally changed granosient-porphyries are opened in the range of 28-60 m. Level of gold content is from the 100-th to 1.5 g/t. Average content is established as 0.72 g/t in the central part of the zone of changed breeds with capacity of 10.0 m.


17




According to geophysical works beresites lie down on depths of 50 and more meters, forming steeply-falling and flat lying bodies with capacity up to 100 m.


All exploration costs to date have been borne by the Russian government.  We anticipate future exploration costs to be approximately $500,000.  


The property is without known reserves and the program is exploratory in nature.


Infrastructure


There is no existing infrastructure on the property.  Economically the district is developed poorly.  Most of the employed population works as unskilled labor for the Trans-Siberian main line services, and some as loggers and hunters.  The town is therefore capable of supplying local unskilled labor.


The city of Blagoveshchensk is capable of supplying local unskilled and semi-skilled labor.  The company’s two farms in Blagoveshchensk are capable of supplying basic foodstuffs to the primary labor force, which shall be housed in dormitories to be built on the licensed area.  The national electric grid is accessible by running a line to the federal road, along which the company plans to construct an access road.


Plant and Equipment


Rosszoloto owns suction dredges and nine other specialized mining tools, 15 “Ural” trucks, 10 Caterpillar and Kamatsu tractors, and garage, smelting factory and miner housing on site for its alluvial gold mining operation.


COMPETITION


Russia has the second largest gold reserves in the world and is its fifth leading gold producer.  There is aggressive competition within the minerals industry to discover, acquire and mine mineral properties considered to have commercial potential.   In addition, we will compete with others in efforts to obtain financing to acquire and explore mineral properties.

The company will compete with other more established gold mining companies  such as  Highland Gold Mining, the fourth third largest producer of gold in the region, with an annual production of 156,900 ounces of gold, Kinross gold Corporation, the second largest producer of gold in the region, and Petropavlosk PLC, formerly known as Peter Hambro Mining, the largest producer of gold in the region.


EMPLOYEES


We employ two employees in Russia; Araik Khachatrian and Valentina Nesterova.  We employ one management level employee in Greece; Pantelis Zachos.  We employ our general counsel, Kenneth Eade and our clerical assistant, Jeffrey Volpe, in the United States.  Ross Zoloto employs three management level employees, six clerical employees,  a staff of hotel, restaurant and nightclub employees, a driver, one attorney, one chief accountant, and 200 gold miners.  We intend to hire more management and clerical employees as we gear up our new plan of operations.   


We have had a perfect safety record for the past three years, with no injuries and no fatalities.


GOVERNMENT REGULATION


Our activities will be subject to various Russian federal laws and regulations governing prospecting, exploration, production, labor standards, occupational health and mine safety, control of toxic substances, and other matters involving environmental protection and taxation. All of these regulations are issued by the Russian Federation, although they may be enforced by the local authorities of the Amur Region. It is possible that future changes in these laws or regulations could have a significant impact on our business, causing those activities to be economically re-evaluated at that time.


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ENVIRONMENTAL RISKS


Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production, is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that we may become subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on our financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.


PATENTS


The company holds no patents or trademarks.


Item 1A.  RISK FACTORS


We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occur, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.


Because Our Assets and Operations Will Be Located Outside the U.S. , U.S. Investors May Experience Difficulties In Attempting To Enforce Judgments Based Upon U.S. Federal Securities Laws.  U.S. Laws and/or Judgments Might Not Be Enforced Against Us In Foreign Jurisdictions.


All of our operations and all of our assets will be located outside of the United States.  As a result, it may be difficult or impossible for U.S. investors to enforce judgments of U.S. courts for civil liabilities against us or against any of our individual directors or officers.   In addition, U. S. investors should not assume that courts in the countries in which our operations or assets are located (i) would enforce judgments of U.S. courts obtained in actions against us or our subsidiary based upon the civil liability provisions of applicable U.S. federal and state securities laws or (ii) would enforce, in original actions, liabilities against us or our subsidiary based upon these laws.


Mining  activities involve a high degree of risk.


Our operations on our properties will be subject to all the hazards and risks normally encountered in the mining deposits of gold.  These hazards and risks include, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability.  Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.


The parameters that would be used at our properties in estimating possible mining and processing efficiencies would be based on the testing and experience our management has acquired in operations elsewhere. Various unforeseen conditions can occur that may materially affect estimates based on those parameters. In particular, past mining operations indicate that care must be taken to ensure that proper mineral grade control is employed and that proper steps are taken to ensure that the underground mining operations are executed as planned to avoid mine grade dilution, resulting in uneconomic material being fed to the mill. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties which could lead to failure of the operation.


19




If we make a decision to exploit either of our properties based on gold mineralization that may be discovered and proven, we plan to process the resource using technology that has been demonstrated to be commercially effective at other geologically similar gold deposits elsewhere in the world.  These techniques may not be as efficient or economical as we project, and we may never achieve profitability.


We may be adversely affected by fluctuations in gold prices.


The value and price of our securities, our financial results, and our exploration activities may be significantly adversely affected by declines in the price of gold and other precious metals.  Gold prices fluctuate widely and are affected by numerous factors beyond our control such as interest rates, exchange rates, inflation or deflation, fluctuation in the relative value of the United States dollar against foreign currencies on the world market, global and regional supply and demand for gold, and the political and economic conditions of gold producing countries throughout the world. The price for gold fluctuates in response to many factors beyond anyone’s ability to predict. The prices that would be used in making any resource estimates at our properties would be disclosed and would probably differ from daily prices quoted in the news media. Percentage changes in the price of gold cannot be directly related to any estimated resource quantities at any of our properties, as they are affected by a number of additional factors. For example, a ten percent change in the price of gold may have little impact on any estimated resource quantities and would affect only the resultant cash flow.  Because any future mining would occur over a number of years, it may be prudent to continue mining for some periods during which cash flows are temporarily negative for a variety of reasons, including a belief that a low price of gold is temporary and/or that a greater expense would be incurred in temporarily or permanently closing a mine there.


Mineralized material calculations and life-of-mine plans, if any, using significantly lower gold and precious metal prices could result in material write-downs of our investments in mining properties and increased reclamation and closure charges.


In addition to adversely affecting any of our mineralized material estimates and its financial aspects, declining metal prices may impact our operations by requiring a reassessment of the commercial feasibility of a particular project.  Such a reassessment may be the result of a management decision related to a particular event, such as a cave-in of a mine tunnel or open pit wall.  Even if any of our projects may ultimately be determined to be economically viable, the need to conduct such a reassessment may cause substantial delays in establishing operations or may interrupt on-going operations, if any, until the reassessment can be completed.


Estimates of mineralized material are subject to evaluation uncertainties that could result in project failure.


Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineralized material within the earth using statistical sampling techniques.  Estimates of any mineralized material on any of our properties would be made using samples obtained from appropriately placed trenches, test pits and underground workings and intelligently designed drilling.  There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated.  Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating mineralized material. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.


Future legislation and administrative changes to the Russian mining laws could prevent us from exploring our properties.


Russian laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities.   Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations.


20




We are a relatively young company with limited operating history

 

Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.   



We may require additional funds to operate in accordance with our business plan.

 

We may not be able to obtain additional funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our long-term needs.  If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, manufacturing, or sales and marketing programs.

 

If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property or resulting products.


We compete with larger, better capitalized competitors in the mining industry.


The mining industry is acutely competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of exploration-stage properties, or properties capable of producing precious metals.  Many of these companies have greater financial resources, operational experience and technical capabilities than us. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, our revenues, operations and financial condition and possible future revenues could be materially adversely affected by actions by our competitors.


Risks Relating to Our Common Stock

 

 Our directors and executive officers beneficially own a substantial amount of our common stock.

 

Accordingly, these persons will be able to exert significant influence over the direction of our affairs and business, including any determination with respect to our acquisition or disposition of assets, future issuances of common stock or other securities, and the election or removal of directors. Such a concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control of the Company or cause the market price of our stock to decline. Notwithstanding the exercise of their fiduciary duties by the directors and executive officers and any duties that such other stockholder may have to us or our other stockholders in general, these persons may have interests different than yours.


21





 

We are subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies.

 

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.


Item 2.  PROPERTIES


The Company’s properties are limited at the present time to its offices in Beverly Hills, which it sublets from its counsel.

The Company considers its existing facilities to be adequate for its current needs.  


Item 3.  LEGAL PROCEEDINGS


We are not a party to any material pending legal proceedings and, to the best of our knowledge, no such action by or against the Company has been threatened.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders through the solicitation of proxies or otherwise.



PART II


Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Our common stock trades publicly on the over the counter bulletin board under the symbol "GSTP." The over the counter bulletin board is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The over the counter Bulletin Board securities are traded by a community of market makers that enter quotes and trade reports. This market is extremely limited and any prices quoted may not be a reliable indication of the value of our common stock.


The following table sets forth the high and low bid prices per share of our common stock for the periods indicated as reported on the over the counter bulletin board.  


 

High

Low

   

FISCAL YEAR ENDED DECEMBER 31, 2009

  

Fourth Quarter

$     6.75

$    0.10

Third Quarter

$     6.75

$    0.10

Second Quarter

$     6.75

$    0.10

First Quarter

$     6.75

$    0.10


The quotes represent inter-dealer prices, without adjustment for retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The trading volume of our securities fluctuates and may be limited during certain periods. As a result of these volume fluctuations, the liquidity of an investment in our securities may be adversely affected.


22




Holders


As of December 31, 2009, there were 142,699,522 shares of common stock outstanding held by approximately 56  holders of record.


Dividends


Our board of directors has not declared a dividend on our common stock during the last two fiscal years or the subsequent interim period and we do not anticipate the payments of dividends in the near future as we intend to reinvest our profits to grow our business.


Penny Stock Status


The Company’s common stock is a "penny stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes it subject to reporting,  disclosure and other rules imposed on broker-dealers by the Securities and Exchange Commission requiring brokers and dealers to do the following in connection with transactions in penny stocks:


   1. Prior to the transaction, to approve the person's account for transactions in penny stocks by obtaining information from the person regarding his or her financial situation, investment experience and objectives, to reasonably determine based on that information that transactions in penny stocks are suitable for the person, and that the person has sufficient knowledge and experience in financial matters that the person or his or her independent advisor reasonably may be expected to be capable of evaluating the risks of transactions in penny stocks. In addition, the broker or dealer must deliver to the person a written statement setting forth the basis for the determination and advising in highlighted format that it is unlawful for the broker or dealer to effect a transaction in a penny stock unless the broker or dealer has received, prior to the transaction, a written agreement from the person. Further, the broker or dealer must receive a manually signed and dated written agreement from the person in order to effectuate any transactions is a penny stock.


   2. Prior to the transaction, the broker or dealer must disclose to the customer the inside bid quotation for the penny stock and, if there is no inside bid quotation or inside offer quotation, he or she must disclose the offer price for the security transacted for a customer on a principal basis unless exempt from doing so under the rules.  


   3. Prior to the transaction, the broker or dealer must disclose the aggregate amount of compensation received or to be received by the broker or dealer in connection with the transaction, and the aggregate amount of cash compensation received or to be received by any associated person of the broker dealer, other than a person whose function in solely clerical or ministerial.


   4. The broker or dealer who has effected sales of penny stock to a customer, unless exempted by the rules, is required to send to the customer a  written statement containing the identity and number of shares or units of each such security and the estimated market value of the security. The imposition of these reporting and disclosure requirements on a broker or dealer make it unlawful for the broker or dealer to effect transactions in penny stocks on behalf of customers. Brokers or dealers may be discouraged from dealing in penny stocks, due to the additional time, responsibility involved, and, as a result, this may have a deleterious effect on the market for the company's stock.


Unregistered Sales of Securities


The following securities were sold by the registrant during the past two fiscal years,  that were not registered under the Securities Act:


In December 2007, 20,000 shares of common stock were issued to officer and director Pantelis Zachos, pursuant to Section 4(2) of the Securities Act of 1933.


23




From September through October  2008, 10,000 shares were sold to 25 investors pursuant to Regulation D, Rule 504(b)(ii), registered in the State of Illinois as a Small Corporate Offering.


On or about January 30, 2009, 20,000 shares of common stock were issued to a non-affiliate investor in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about February 13,  2009, 2,000 shares of common stock were issued to a non-affiliate investor in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about February 14 2009, 20,000 shares of common stock were issued to two non-affiliate investors in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about February 26, 2009, 10,000 shares of common stock were issued to a non-affiliate investor in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about February 26, 2009, 25,000 shares of common stock were issued to a non-affiliate investor in exchange for services, pursuant to Section 4(2) of the Securities Act of 1933.


On or about March 30, 2009, 10,000 shares of common stock were issued to a non-affiliate investor in exchange for cash.


On or about April 25, 2009, 1667 shares of common stock were issued to a non-affiliate investor in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about May 6, 2009, 5,502 shares of common stock were issued to a non-affiliate investor in exchange for cash.


On or about May 7, 2009, 50,000 shares of common stock were issued to a non-affiliate investor in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On May 8, 2009,  4,900,000 and on September 30, 2009, an additional 2,500,000 shares of common stock were issued to officer and director Agata Gotova, and 7,500,000 common shares to Kenata corporation,  a corporation owned by Agata Gotova and company general counsel, Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for Ross Zoloto.


On May 8, 2009,  15,000,000 shares of common stock were issued to officer and director Araik Khachatrian in exchange for Ross Zoloto, pursuant to Section 4(2) of the Securities Act of 1933.


On May 8, 2009, 606,600 shares of common stock were issued to officer and director Zurab Chavchvadze, in exchange for Ross Zoloto.   pursuant to Section 4(2) of the Securities Act of 1933.


On July 2, 2009, 41,000 and 56,552 shares of common stock, respectively, were issued to two non-affiliate investors in exchange for cash, pursuant to Section 4(2) of the Securities Act of 1933.


On or about July 27, 2009, 50,000 shares of common stock were issued to a non-affiliate investor in exchange for services, pursuant to Section 4(2) of the Securities Act of 1933.


Proceeds from the above-referenced sales were used for administrative and corporate expenses, including legal, accounting, consulting and finance activities, as well as research, travel and acquisition expenses.


Item 6.  SELECTED FINANCIAL DATA


The registrant is a smaller reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information.  The financial statements of the issuer are attached.


24




Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

              OPERATIONS.


The company has focused since its inception on forming its corporate structure, developing its business plan and raising capital.  The company is an exploration stage company with a plan of operations as set forth below.


PLAN OF OPERATIONS


We intend to implement the strategy of acquiring operating companies and properties in gold rich areas such as Russia, and to explore those companies and properties with the support of Western technology, finance and corporate governance.  We will continue to explore Russian properties, while seeking out new producing projects and joint ventures.


Our plan of operations is to expand our operations to the mining and processing of hard rock ore to exploit the most valuable gold reserves.  This will require the building of a plant at a cost of approximately $50 million to service Rosszoloto’s Snezhinka property.  The plant will have a capacity to produce over seven tons of gold per year, which is expected to increase the company’s net income by $150 million annually.  


The first milestone of our plan of operations is to raise the capital for the first plant, which is expected to take between 3 to 12 months.  The next milestone is to construct the plant and put it in operation, which is expected to take approximately 12 to 18 months.  In the meantime, we intend to continue our alluvial gold exploration.  Once the first plant has been built at Snezhinka, we plan to build a second plant our Elnichnoe location at an estimated cost of $100 million, which is expected to increase our net income by approximately $300 million annually.


Critical Accounting Estimates and Policies


Stock Based Compensation.

Shares of the Company’s common stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the common stock is on the date of each respective transaction.


Estimates


The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.


Fair Value of Financial Instruments


The carrying amounts for the Company’s cash, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.


Income Taxes


In February 1992, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” SFAS No. 109 required a change from the deferred method of accounting for income taxes of Accounting Principles Board (“APB”) Opinion No. 11 to the asset and liability method of accounting for income taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


25




Earnings (Loss) Per Share


In February 1997, the FASB issued SFAS No. 128, “Earnings per Share.” SFAS No. 128 simplifies the standards for computing earnings per share (“EPS”) and was effective for financial statements issued for periods ending after December 15, 1997, with earlier application not permitted. Upon adoption, all prior EPS data was restated.


Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.


Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company’s business activities contain elements of risk. The Company considers a principal type of market risk to be a valuation risk. All assets are valued at fair value as determined in good faith by or under the direction of the Board of Directors.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The financial statements of the company are attached as Exhibits to Item 15 and are hereby incorporated by reference.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


Since inception, there have been no changes of or disagreements with our independent accountants.


Item 9A.  CONTROLS AND PROCEDURES


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2008. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Furthermore, management considered certain matters deemed by the Company’s independent auditors to constitute a material weakness in the Company’s internal control over financial reporting described below. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2008, the Company has determined that its system of controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.


26




Item 9A(T)  CONTROLS AND PROCEDURES


Management is responsible for establishing and maintaining adequate internal control over financial reporting of the company.


In order to satisfy its responsibilities, management has instituted a procedure, whereby financial statements are prepared by the Chief Financial Officer, reviewed by the Chief Executive Officer, distributed to the board of directors for review and comment, and given to its outside accountant (former Chief Financial Officer) to review, along with the company’s books and records for the periods covered in the financial statements.  The financial statements are then presented to the company’s independent accountant for an independent review prior to the filing and disclosure of any financial information.


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer/Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2009. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Furthermore, management considered certain matters deemed by the Company’s independent auditors to constitute a material weakness in the Company’s internal control over financial reporting described below. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2009, the Company has determined that its system of controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.


This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.


Management had determined during the last fiscal year, that there were material weaknesses in its internal control over financial reporting procedures, and developed the current procedure to ameliorate the internal procedures.


Item 9B.  OTHER INFORMATION


In 2009, the company underwent a 3.3-1 forward split of its common share capital.



PART III


Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


         Name        

           Age           

             Positiion         

   

Pantelis Zachos


57

CEO, CFO, Secretary, Director

Araik Khachatrian

39

COO

Agata Gotova

32

Director

Zurab Chachavadze

63

Director


27




Pantelis Zachos.  Mr. Zachos started his career, upon his move to Europe in 1980, as export sales manager at Lortex S.A., a consumer textiles multinational company, with headquarters in Greece and trading activities in Europe and the Middle East.   


In 1989, he joined Union Agencies S.A., a multinational import-export company as V.P. in charge of all international trading and their financing activities.


In 1993, he started his own company Unimex Ltd., which operated as buying representative of major European wholesale and retail companies, for their buying programs, in most countries of south-east Europe. In addition the company provided consulting services, for merchandising and import financing arrangements, to its customers.


In 2000, after having built an extensive network of personal acquaintances and business associates in south-east Europe, he became active advising on investments, in a stabilized emerging region with promising growth potential.   


Since 2003 those services have expanded into coordinating the financing and supervising the development and operations of projects that focus on commercializing the use of natural resources, namely renewable forms of energy such as solar and wind and drinking water.    

       

Mr. Zachos formal higher education includes undergraduate work in International Relations and Economics and graduate work in Public and Business Administration at CSU-Long Beach and UCLA.  Mr Zachos has also, through the years, attended numerous conferences and seminars on International Trade and Finance in many European countries and the U.S.


Araik Khachatrian is the Chief Operating Officer of the company since May 6, 2009, and the founder and President of Ross Zoloto since its inception in 2007.  In 1999, Mr. Khachatrian founded Zolotoe Runo Co., Ltd., a company engaged in the mining of placer gold in the Zeiskiy district of the Amur region.  In 2006, Zolotoe Runo was renamed Roszoloto Co., Ltd.  In 2007 Khachatrian founded the gold mining companies of Sigulen Co., Ltd. and Yukos Co., Ltd.  In 2008 he founded Rosszoloto Co., Ltd. and merged all four companies into the current Roszoloto.  He is a Graduate of Economics, Moscow University 1995, and a Qualified Mining Engineer.


Agata Gotova served as director of the company from May 6, 2009 through June 2010.  She has served as the Chief Executive Officer of Signature Films since 2002.  As head of Signature Films, she conceived, developed and produced two celebrity interview television shows and developed several feature films.  From 2004 through 2006, she served as the Creative Director of Imperia Entertainment, Inc., where she developed and co-wrote several feature films.  She attended Moscow University, Humanities and Sorbonne University, French Literature.  


Zurab Chavchavadze is the current director of the company since May 6, 2009.  He served as head of Votum in 2000, a consulting company which assisted small and medium businesses in development.  Since 2005, he has served as a public activist, official representative to the Russian Crown, has participated in the Russian Nobel movement and serves on its High Monarchy Council.  He is currently a member of the Central Federal Region of the Russian Federation, and Counsel to the Representative of the President of the Russian Federation.  Prior to heading up Votum, Mr. Chavchvadze taught French and literature at the University level, conducted and published studies on education and new way of learning, and was the co-founder and General Director of the Soviet-English cooperative, Rurik.  He is a graduate of Western European Language and Culture, 1969, Tblisi University.


28




Item 11.  EXECUTIVE COMPENSATION


The following table provides information as to cash compensation of all officers of the Company, for each of the Company’s last two fiscal years.


SUMMARY COMPENSATION TABLE




Name and principal     position    




Year




Salary



Stock Awards



Option Awards

Non-Equity Incentive Plan Compensation Earnings

Nonqualified

Deferred Compensation Earnings



All Other Compensation




Total

         

Pantelis Zachos CEO, CFO, Secretary

2008

$      0

$      0

$      0

$      0

$      0

$       0

$   0

2009

$      0

$      0

$      0

$      0

$      0

$       0

$   0

Araik Khachatrian, COO

2008

$      0

$      0

$      0

$      0

$      0

$       0

$   0

2009

$      0

$      0

$      0

$      0

$      0

$       0

$   0


The Company has not entered into employment contracts with its executive officers.  There are no outstanding equity awards or options to officers issued or outstanding.


The following table provides information concerning the compensation of the directors of the Company for the past fiscal year:


DIRECTOR COMPENSATION



Name and principal position




Year




Salary



Stock Awards



Option Awards

Non-Equity Incentive Plan Compensation Earnings

Nonqualified

Deferred Compensation Earnings



All Other Compensation

        

Pantelis Zachos       

$0

$0

$0

$0

$0

$0

$0

Araik Khachatrian

$0

$0

$0

$0

$0

$0

$0

Agata Gotova       

$0

$0

$0

$0

$0

$0

$0

Zurab Chachavadze

$0

$0

$0

$0

$0

$0

$0


There are no outstanding equity awards or options to directors issued or outstanding.


Corporate Governance


The Board of Directors is committed to maintaining strong corporate governance principles and practices. The Board periodically reviews evolving legal, regulatory, and best practice developments to determine those that will best serve the interests of our shareholders.


Meetings and Attendance


Our Board of Directors is required by our by laws to hold regularly scheduled annual meetings.  In addition to the annual meetings, it has the authority to call regularly scheduled meetings and special meetings by resolution.   Our Board met 1 time during the past fiscal year.


29




All incumbent directors attended 100% or more of the Board meetings during the last fiscal year.


Nominations of Directors


There are no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.


Audit Committee


The Company has standing audit committee, established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, consisting of independent director Patrick Peach and independent director Robert Searcy.  No member of the audit committee may accept directly or indirectly any consulting, advisory, or other compensatory fee from the company or any subsidiary, not including fixed amounts of compensation under a retirement plan for prior service, and may not be an “interested person” as defined in section 2(a)(19) of the Investment Company Act of 1940.


Item 12.   SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

                 RELATED STOCKHOLDER MATTERS.


The following table sets forth information furnished to us with respect to the beneficial ownership of our common stock by (i) each executive officer, director and nominee, and by all directors and executive officers as a group, and (ii) each beneficial owner of more than five percent of our outstanding common stock, in each case as of December 31, 2009. Unless otherwise indicated, each of the persons listed has sole voting and dispositive power with respect to the shares shown as beneficially owned.




Title of Class


Name and Address of Beneficial Owner

Amount of Beneficial Ownership



Percent of Class

    

Common Stock

Pantelis Zachos

Ampelon 3, Kilkis, Greece

Beverly Hills, CA  90210


  6,000,000


4.2%

    

Common Stock

Araik Khachatrian, 26 Gorkova Street, Blagoveschensk, Russia 675000



 49,500,000

34.7%

    

Common  Stock

Agata Gotova, 1305 Summitridge Drivbe, Beverly Hills, CA 90210


 24,420,000

    

17.1%

    

Common  Stock

Zurab Chavchavadze, 26 Gorkova Street, Blagoveschensk, Russia 675000


   1,999,998


1.4%

    

Common  Stock

Kenata Corporation

Kenneth Eade, 190 N Canon Drive, suite 420, Beverly Hills, CA  90210


  24,750,000



17.3%

    

Common  Stock

Shares of directors and executive officers as a group (6 persons)


 106,699,998

    

74.7%


30




The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR   INDEPENDENCE.


On December 11, 2007, 20,000 shares of common stock were issued to officer director Pantelis Zachos, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for setup costs and the company’s business plan.


On May 8, 2009,  4,900,000 and on September 30, 2009, an additional 2,500,000 shares of common stock were issued to officer and director Agata Gotova, and 7,500,000 common shares to Kenata corporation,  a corporation owned by Agata Gotova and company general counsel, Kenneth Eade, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for Ross Zoloto.


On May 8, 2009,  15,000,000 shares of common stock were issued to officer and director Araik Khachatrian in exchange for Ross Zoloto, pursuant to Section 4(2) of the Securities Act of 1933.


On May 8, 2009, 606,600 shares of common stock were issued to officer and director Zurab Chavchvadze, in exchange for Ross Zoloto.   pursuant to Section 4(2) of the Securities Act of 1933.


In May 2009 our CEO, Pantelis Zachos, voluntarily retired 18,000,000 shares to the company treasury.


Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

We have not changed our independent accountants since inception.  Our independent accountant’s reports on the financial statements for the Registrant for the last two years of financial statements reported has not contained an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except for the fact that the accountant included an opinion that, due to the Registrant’s significant losses from operations and dependence on financing to continue its operations, there is doubt about the Registrant’s ability to continue as a going concern.


During the two most recent fiscal years, there have been no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the accountant, would have caused it to make reference to the subject matter of the disagreements in connection with the reports.  


The Company does not have an audit committee.  The audit committee’s function is performed by the full board of directors.  The board of directors verified the following with respect to our independent accountants:


1.

The accountant is and has been in good standing within the jurisdiction of its practice.

2.

The accountant is a member in good standing of the Public Accountancy Oversight Board (PAOB).

3.

The accountant is capable of exercising objective and impartial judgment on all issues encompassed within its potential engagement, and that no member of the firm had any interest or relationship with any officer, director or principal shareholder.


Audit Fees


The aggregate fees billed since inception and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements is approximately the sum of $40,000 which all related to the review and audit of Company financial statements.


31




Tax Fees


No fees were paid to the former accountant for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.


All Other Fees


No other fees were paid to the former accountant for any other services.


Item 15.  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES


(a)

The following financial statements are filed as part of this Registration statement:


 Report of Independent Registered Certified Public Accountant

 Financial Statements

 Balance Sheet

 Statement of Operations

 Statement of Stockholders’ Equity

 Statement of Cash Flows

 Notes to Financial Statements


(b)

The following exhibits are filed as part of this Registration Statement:


None


Exhibit

No.

Description

Filed herewith

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

31.2

Certification of Chief Financial  Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

X

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

32.2

Certification of Chief Financial  Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

   
   


32




Report of Independent Registered Public Accounting Firm


To The Board of Directors and Stockholders of

Gold Standard Mining Corp.


We have audited the accompanying balance sheet of Gold Standard Mining Corp. (a Exploration stage company) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ equity and cash flows for the year ending December 31, 2009, the period from December 11, 2007 (inception) to December 31, 2007 and for the period from December 11, 2007 (inception) to December 31, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of the Company’s internal control over its financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as  evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gold Standard Mining Corp. as of December 31, 2009 and 2008, and the results of its operations and cash flows for the year ended December 31, 2008 the period from December 11, 2007 (inception) to December 31, 2007 and for the period from December 11, 2007 (inception) to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As described in Note 2 to the financial statements  the Company has not  generated any significant revenue during the period December 11, 2007 (inception) through December 31, 2009 and has funded its operations primarily through the issuance of equity.  This matter raises substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows through the issuance of additional debt or equity financing to meet its obligations and sustain its operations.  Management’s plans regarding those matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/Gruber & Company, LLC

    Gruber & Company, LLC

    Lake St. Louis, Missouri

    April 12, 2010









33





GOLD STANDARD MINING CORP.

(an exploration stage company)

BALANCE SHEET

.

 

December 31,

          2008            

December 31,

          2009             

                                            ASSETS

  

CURRENT ASSETS

  

      Cash and cash equivalents

$             3

$  5,174.21 

            TOTAL CURRENT ASSETS

$             3

$  5,174.21 

            TOTAL ASSETS

$             3

$  5,174.21 

   

                                          LIABILITY AND SHAREHOLDERS’ EQUITY

  
   

LIABILITIES

  

   Loans from shareholders

     34,500 

106,705.18  

           TOTAL LIABILITIES

34,500 

106,705.18  

   

COMMITMENTS AND CONTINGENCIES

  

     Common Stock, $0.001 par value, 100,000,000 shares authorized,

  

        30,000,000 and 142,699,522 shares issued and outstanding

30,000 

147,699  

   

     Additional Paid-in-Capital

--  

408,401.66  

     Deficit accumulated during development stage

      (64,497)

(667,980.05)

   

TOTAL STOCKHOLDERS’ DEFICIT

      (64,497)

                    

   

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

(29,997)

$  5,174.21

   

See accompanying accountants' report and notes to financial statements



34





Gold Standard Mining Corp.

(An exploration stage company)

Statement of Operations

 



Year ended

December 31,

       2008      



Year ended

December 31,

     2009     


December 11, 2007

(inception) to

December 31,

       2009       

    

REVENUE, net

$               --

$                 --

$                  --

    

OPERATING EXPENSES:

   

    Selling, general and administrative

        44,497

  603,484,.05

    667,980.05

    

TOTAL OPERATING EXPENSES

        44,497

  603,484,.05

    667,980.05

    

LOSS BEFORE PROVISION FOR INCOME TAXES

(44,497)

(603,484,.05)

(667,980.05)

    

PROVISION FOR INCOME TAXES

                 --

                    --

                  -- 

    

NET LOSS

     (44,497)

(603,484,.05)

(667,980.05)

    

NET LOSS PER SHARE:

   

      BASIC AND DILUTED

$       (0.00)

$        (0.004)

$        (0.004)

    

WEIGHTED AVERAGE SHARES OUTSTANDING:

   

      BASIC AND DILUTED

21,666,667

142,699,522

  142,699,522

    

The accompanying notes are an integral part of these financial statements




35







GOLD STANDARD MINING

(An exploration stage company)

Statement of Cash Flows

   

Cumulative from

   

December 11,

   

2007

 

Year ended

Year ended

(inception) to

 

December 31,

December 31,

December 31,

 

      2008       

     2009    

         2009      

    

CASH FLOWS FROM OPERATING ACTIVITIES:


   

  Net loss

$   (44,497)

$  (603,434.05)

$  (667,931.05)

  Adjustment to reconcile net loss to net cash

   

        used in operating activities:

   

         Issuance of shares for services rendered

               --

                   --

                --

Net cash used in operating activities

    (44,497)

(603,434.05)

(667,931.05)

    

CASH FLOWS FROM FINANCING ACTIVITIES

   

   Advances from shareholder

34,500

105,085.66

139,585.66

   Proceeds from issuance of common stock

       10,000

  503,522.60

533,522.60

Net cash provided by financing activities

44,500

608,608.26

673,108.26

    

CASH FLOWS FROM INVESTING ACTIVITIES:

   

Net cash used by financing activities

                --

                  --

                --

    

NET INCREASE (DECREASE IN CASH AND CASH EQUIVALENTS


3

  
    

CASH AND CASH EQUIVALENTS, Beginning of period

                --

                    3

                 --

    

CASH AND CASH EQUIVALENTS, end of period

                3

$     5,174.21

    5,177.21

    

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   
    

Interest paid

$              --

$                 --

$                --

Income taxes paid

$              --

$                 --

$                --

    

The accompanying notes are an integral part of these financial statements


36






GOLD STANDARD MINING CORP.

(an exploration stage company)

Statement of Stockholders’ Deficit

For the Period from December 11, 2007 (Inception) to December 31, 2009

      
      
 




     Common stock     

Shares            Amount



Additional

Paid in

   Capital   

Deficit

accumulated

during the

development        stage     



Total

stockholders’

    deficit    

      

Balance at inception (December 11, 2007

      --

$            --

$            --

      -- 

$              --

      

Issuance of shares on December 31, 2007 for services rendered


20,000,000  


20,000 


--


-- 


-- 

      

Net loss for the period December 11, 2007

               --  

               -- 

 

  (20,000)

   (20,000)

      

Issuance of shares for cash

10,000,000  

10,000 

 

-- 

      

Net loss for the year ended December 31, 2008

                --  

               -- 

 

   (44,497)

    (44,497)

Balance, December 31, 2008

30,000,000  

      30,000 

 

    (64,497)

     (64,497)

      

Stocks issued for cash

191,219  

191 

408,401.66

  

Stocks issued for services

525,000  

525 

   

Stocks cancelled

(18,000,000) 

(18,000)

   

Stocks issued for acquisition

30,506,060  

35,506 

   

3.3-1 forward split

99,477,243  

99,477 

   
      

Net loss for year ended December 31, 2009

   

(603,484.05)

(603,484.05)

      

Balance at December 31, 2009

142,699,522 

     142,699 

   458,402.

  (667,980)

   (667,980)

      

The accompanying notes are an integral part of these financial statements


37




GOLD STANDARD MINING CORP.

(a exploration stage company)

Notes to the Financial Statements

For the Period Ended December 31, 2009


Note 1: Background


(a) Organization and Principal Activities


Gold Standard Mining Corp. was incorporated on December 17, 2007 in the State of Nevada.  The Company has a plan of operations to engage in the exploration of gold from mineral deposits in gold rich regions of the world such as Russia.  Its first acquisition of Gold Standard Mining (Wyoming), has an agreement to acquire 100% of Rosszoloto Co.,Ltd., a Russian company engaged in the business of exploration of gold from alluvial and hard rock mineral deposits located in the Amur region in the far east of the Russian Federation.  


(b) Business and economic environment


The Russian Federation has been experiencing political and economic change, which has affected and may continue to affect, the activities of enterprises operating in this environment. Consequently, operations in the Russian Federation involve risks, which do not typically exist in other markets.


The accompanying financial statements reflect management’s assessment of the impact of the Russian business environment on the operations and the financial position of the Company. The future business environment may differ from management’s assessment.


Note 2: Continued Existence


The Company has not generated any significant revenue during the period ended December 31, 2009 and has funded its operations primarily through the issuance of equity. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.


These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.


The Company, as described above, is in the business of acquiring mining properties in gold rich regions such as the Russian Federation.  There can be no assurance that the Company will be successful in its endeavor.


Note 3: Summary of Significant Accounting Policies


Stock Based Compensation


Shares of the Company’s common stock may be issued for services. These issuances are valued at the fair market value of the services provided and the number of shares issued is determined based upon what the price of the common stock is on the date of each respective transaction.


Estimates


The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.


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Fair Value of Financial Instruments


The carrying amounts for the Company’s cash, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.


Income Taxes


Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Earnings (Loss) Per Share


Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.


Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.


Loans and borrowings


Loans and borrowings are recognized initially at the fair value of the proceeds received which is determined using the prevailing market rate of interest for a similar instrument, if significantly different from the transaction price, net of transaction costs incurred. Subsequent to initial recognition, loans and borrowings are stated at amortized cost, using an effective interest method; any difference between fair value of the proceeds (net of transaction costs) and the redemption amount is recognized as debt discount amortization over the period of the borrowings.



Revenue recognition


Revenue is recognized when it is probable that the economic benefits associated with a transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Sales are recognized net of value-added tax and discounts when transfer of risks and rewards has been completed. In particular, revenue from the production and sale of produced gold is recognized when title has transferred to the customer.


Contingencies


Certain conditions may exist as of balance sheet dates that may result in losses to the Company but the impact of which will only be resolved when one or more future events occur or fail to occur.


If a Company’s assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued and charged to the statement of income. If the assessment indicates that a potentially material loss is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, is disclosed in the notes to the financial statements. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee is disclosed.


39




Note 5: Cash and Cash Equivalents


 

December 31,       2009      

December 31,        2008      

   

Cash in bank accounts

5174

3

   

Total cash and cash equivalents

5174

3



Note 6: Loans from Shareholders and Others


 

December 31,         2008       

December 31,         2007      

   

 Long-term debt payable to related parties

34,500

106,708

   

Less Current Portion

  

Total long-term debt, net of current portion

34,500

106,708


The company borrowed money from its shareholder, legal counsel and consultants in 2009.  The loans were booked as advances toward expenses and are payable without interest.


Note 7: Related Party Transactions


During the periods ended  December 31, 2009 and 2008, the Company had certain activities with its shareholder and related companies. The Company’s reported results of operations, financial position and cash flows may have been different had such transactions been carried out amongst unrelated parties. Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties.


Note 8: Commitments, Contingencies and Operating Risks


(a)

Insurance


The insurance industry in the Russian Federation is in a developing state and many forms of insurance protection common in other parts of the world are not yet generally available.


(b)

Taxation environment


Russian tax, currency and customs legislation is subject to varying interpretations, and changes, which can occur frequently. Management’s interpretation of such legislation as applied to the transactions and activity of the Company may be challenged by the relevant regional and federal authorities. Recent developments in the Russian taxation environment suggest that the authorities are becoming more active in seeking to enforce, through the Russian court system, interpretations of tax legislation which may be different to authorities’ previous interpretations or practices. Differences and selective interpretations of tax regulations by various government authorities and inconsistent enforcement create further uncertainties in the taxation environment in the Russian Federation.


40




Tax declarations together with related documentation, are subject to review and investigation by a number of authorities, each of which may impose fines, penalties and interest charges. Fiscal periods remain open to review by the authorities for three calendar years preceding the year of review (one year in case of customs). Under certain circumstances reviews may cover longer periods. In addition, in some instances new tax regulations have taken retroactive effect. Additional taxes, penalties and interest which may be material to the position of the taxpayers may be assessed in the Russian Federation as a result of such reviews.



(c)

Mining Licenses


The Company will be subject to periodic reviews of its activities by governmental authorities with respect to the requirements of any mining licenses it acquires. Management of the Company corresponds with governmental authorities to agree on remedial actions, if necessary, to resolve any findings resulting from these reviews.


Failure to comply with the terms of a license could result in fines, penalties or license limitation, suspension or revocation. The Company’s management believes any issues of non-compliance will be resolved through negotiations or corrective actions without any materially adverse effect on the financial position or the operating results of the Company.


(d)

Environmental matters


The enforcement of environmental regulation in the Russian Federation is evolving and the enforcement posture of government authorities is continually being reconsidered. The Company periodically evaluates its obligations under environmental regulations and, as obligations are determined, they are recognized immediately, if no current or future benefit is discernible. Potential liabilities which might arise as a result of stricter enforcement of existing regulations, civil litigation or changes in legislation, cannot be estimated. Under existing legislation, management believes that there are no probable liabilities or contingencies which will have a material adverse effect on the financial position or the operation results of the Company.


(e)

Legal contingencies


The Company is not a named party in any pending or threatened litigation.  


Note 9: Stock Split


Effective May 18, 2009, the company effected a 3.3-1 forward split of its common share capital.



Note 10: Subsequent events



The Company has evaluated subsequent events through the time of filing of this annual report on Form 10k and March 31, 2010, which is the date the financial statements were issued.  No events have occurred subsequent to December 31, 2009 that require disclosure or recognition in these financial statements.


41




SIGNATURES


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: January 25, 2011

GOLD STANDARD MINING CORP.


By:    Pantelis Zachos


/s/     Pantelis Zachos           

         Pantelis Zachos

         CEO and Director



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